The Remuneration Policy for the Management Board ("Vergütungspolitik des Vorstands") sets out the principles governing the remuneration of the Management Board of Addiko Bank AG. It is largely based on the Addiko Group Remuneration Policy and is aligned with it. The Policy is consistent with the Bank's strategy, establishes clear boundaries and safeguards, and ensures the necessary flexibility to transparently regulate exceptional remuneration matters.
The current version was adopted by the Supervisory Board of Addiko Bank AG on 5 December 2025. It contains several key adjustments that strengthen both internal governance and regulatory compliance.
A key enhancement is the introduction of a new and significantly more precisely defined Long-Term Incentive Model (LTIP), which replaces the previous Performance Acceleration Incentive Scheme (PAIF). The new LTIP is clearly structured, consistently formulated, and more transparent in its performance mechanisms, allowing for uniform application across all relevant Management Board processes and ensuring a closer alignment with the expectations of the EBA Guidelines for long-term, sustainable remuneration systems.
The Country Success Factor has been further clarified to ensure full transparency regarding its contribution to Management Board remuneration and to increase comparability across the Addiko Group's country-specific performance components.
Another central change is the increase of the threshold for applying enhanced deferral rules from EUR 150,000 to EUR 175,000 or 100% of fixed remuneration. This adjustment reflects compliance with regulatory proportionality principles.
Additionally, relevant elements of CRD VI have been incorporated in anticipation of future regulatory developments, ensuring that the Management Board remuneration framework is aligned early with the coming European supervisory regime.
Within the ex-ante risk adjustment indicators, the previous "Cost of Risk" measure has been replaced by the NPE Coverage Ratio, increasing the alignment of the risk assessment framework with supervisory expectations and risk-sensitive capital metrics.
Furthermore, the "good leaver" categories for Management Board members have been expanded by an additional scenario: a Management Board member now qualifies as a good leaver if their mandate is terminated without cause within 12 months following a Change of Control event. In the event of a Change of Control, the Remuneration Committee and Supervisory Board must promptly review and adjust all KPIs and performance targets under the annual bonus scheme - including knock-out criteria, multipliers and individual targets
- and may incorporate transaction-related goals where necessary to ensure strategic and legal compliance. All other provisions of the bonus plan, including target amounts, performance metrics and payment mechanisms, remain binding on the Bank and its legal successor. Management Board members retain the right to the bonus they would have received had the plan remained in force. Performance targets that can no longer be assessed
due to the ownership change are deemed achieved either pro rata or in full, where the transaction materially alters the business environment.
Overall, the revised Remuneration Policy ensures that the remuneration framework for the Management Board of Addiko Bank AG remains clearly structured, strategically aligned, and fully compliant with regulatory expectations, while being set up to meet future supervisory requirements under the evolving European regulatory landscape.