This remuneration report provides a comprehensive overview of the remuneration paid or granted to current and former members of Addiko Bank AG's Supervisory Board and Management Board for the business year 2025.
Key Highlights of the Business Year 2025 3
General Principles of Supervisory Board and Management Board Remuneration 3
Supervisory Board Remuneration 4
Management Board Remuneration 6
Remuneration of Active Management Board Members for the Year 2025 11
Comparative Information on Remuneration and Company Performance 15
Management Board Remuneration from Previous Years Paid in the Year 2025 15
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Key Highlights of the Business Year 2025
Addiko Group is proud of looking back on a year that has again highlighted the Bank's resilience, adaptability, and commitment to delivering value to its customers. In 2025, Addiko Bank posted a solid full-year performance with a result after tax of EUR 44 million. Net banking income rose slightly to EUR 316.9 million, risk costs stayed benign at 96 basis-points cost of risks and our capital position remained strong.
Our strategic focus did not change. Consumer and SME lending accounted for nearly 92% of the performing loan book, confirming the relevance of our specialist positioning in Central and South-Eastern Europe. Consumer lending continued to grow resiliently. However, in 2025 regulators and governments in Croatia, Serbia, Republic of Srpska and Montenegro introduced new macroprudential measures or laws and lending restrictions which weighted on profitability. Furthermore, SME demand remained uneven, shaped by subdued investment activity and competitive pricing in several markets. We responded decisively: adjusting pricing, refining product structures, and performing turnaround actions in Serbia, while maintaining disciplined underwriting standards.
Risk quality remained stable throughout the year. The non-performing exposure ratio was broadly unchanged, coverage levels stayed strong, and the cost of risk remained benign. This reflects the granularity of our portfolios and the consistency of our risk governance, particularly important in a period of macroeconomic adjustment.
Execution in 2025 went beyond financial results. We continued to streamline digital lending processes, expanded point-of-sale partnerships and improved operational efficiency across our markets. In Romania, we took the first operational steps with a fully digital consumer lending proposition. This is an early-stage entry, approached with caution. Our focus is on learning - testing customer behaviour, risk dynamics, and unit economics, before making any long-term commitments. We also strengthened our role beyond financing. Together with the EBRD, our SME Academy for Entrepreneurs evolved into a regional Addiko platform, now accessible to entrepreneurs across four countries in our market. What began as a local initiative has become a cross-border knowledge network, supporting business owners with practical tools, skills, and connections to grow sustainably.
In sustainability and governance, our emphasis in 2025 was on integration. We aligned reporting, risk assessment, and internal processes with evolving regulatory expectations, guided by what is material to our business model and risk profile.
Looking ahead, uncertainty remains. Monetary conditions may stay accommodative, but competitive and regulatory pressures are unlikely to ease. Addiko enters the next phase with clear priorities: disciplined growth in our focus segments, continued simplification, further digitalisation, and rigorous risk standards. We are not pursuing scale for its own sake, but durable profitability and resilience.
In line with supervisory expectations and regulatory requirements, the dividend distribution for the 2025 financial year remains suspended, taking into account regulatory considerations related to the current shareholder structure. The Management Board intends to return to an appropriate and sustainable dividend policy when the underlying issues have been resolved.
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General Principles of Supervisory Board and Management Board Remuneration
Addiko Group's compensation approach has been defined to be compliant with the most recent
international and national regulatory requirements, including the following documents:
Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (Capital Requirements Directive IV - "CRD IV")
Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019 amending Directive 2013/36/EU as regards exempted entities, financial holding companies, mixed financial
holding companies, remuneration, supervisory measures and powers and capital conservation
measures ("CRD V")
Directive (EU) 2024/1619 of the European Parliament and of the Council amending Directive 2013/36/EU as regards supervisory powers, sanctions, third-country branches, and environmental, social and governance (ESG) risks ("CRD VI"), applicable from 11 January 2026
§ 39(2), 39b and 39c of the Austrian Banking Act (Bankwesengesetz - "BWG") and the Annex to § 39b BWG
§ 78a of the Austrian Stock Corporation Act (Aktiengesetzes - "AktG")
Commission Delegated Regulation (EU) 2021/923 of 25 March 2021 supplementing Directive 2013/36/EU of the European Parliament and of the Council with regard to regulatory technical standards setting out the criteria to define managerial responsibility, control functions, material business units and a significant impact on a material business unit's risk profile, and setting out criteria for identifying staff members or categories of staff whose professional activities have an impact on the institution's risk profile that is comparably as material as that of staff members or categories of staff referred to in Article 92(3) of that Directive
EBA Guidelines on internal governance under Directive 2013/36/EU (EBA/GL/2021/05) dated 2 July 2021
EBA Guidelines on sound remuneration policies under Articles 74(3) and 75(2) of Directive 2013/36/EU and disclosures under Article 450 of Regulation (EU) No 575/2013 (EBA/GL/2015/22) dated 27 June 2016 repelled on 31st December 2021 by EBA Guidelines on sound remuneration policies under Directive 2013/36/EU (EBA/GL/2021/04) dated 2 July 2021
FMA-Circular regarding §§ 39(2), 39b and 39c BWG on the Principles of Remuneration Policies and Practises (FMA-Rundschreiben zu §§ 39 Abs. 2, 39b und 39c BWG über Grundsätze der Vergütungspolitik und Praktiken) (Document-No 05/2022) dated 15 June 2022
At Addiko Group, remuneration is generally prescribed by the Group Remuneration Policy. For the members of the Group Management Board, it is additionally elaborated in the Remuneration Policy of Addiko Bank AG's Management Board ("Vergütungspolitik des Vorstands der Addiko Bank AG"), while for the members of the Group Supervisory Board it is additionally elaborated in the Remuneration Policy of Addiko Bank AG's Supervisory Board ("Vergütungspolitik des Aufsichtsrats der Addiko Bank AG").
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Supervisory Board Remuneration
Pursuant to § 98a in conjunction with § 78a Austrian Stock Corporation Act ("AktG"), the remuneration framework for the Supervisory Board defines the principles of remuneration of the Supervisory Board members of Addiko Bank AG ("Company") as elected by the Annual General Meeting. This framework and the principles are described in the Remuneration Policy of the Supervisory Board of Addiko Bank AG ("Vergütungspolitik des Aufsichtsrats der Addiko Bank AG").
Members of the Supervisory Board who are not employed with a legal entity of Addiko are being compensated for this mandate. Members of the Supervisory Board who are employed with an Addiko entity are not compensated for this mandate, as their supervisory activity is considered to be part of their official duties. This must be adequately regulated in the respective job/role descriptions and employment contracts within each Addiko entity. Works Council representatives who are members of the Supervisory Board do not receive payment for this role.
According to the Remuneration Policy of the Supervisory Board of Addiko Bank AG, remuneration packages of Supervisory Board members consist of the following components:
Fixed remuneration - function payment, defined on annual level and aliquot to the period of assignment, based on their:
Role in the Supervisory Board and
Role in a Committee of a Supervisory Board Committee
Attendance fee for participation in a Working Group of the Supervisory Board (per meeting)
Any other components of the Supervisory Board members' remuneration must not be linked to the
performance of the area they are supervising.
Supervisory Board Remuneration for the Business Year 2025The remuneration system for Addiko Bank AG's Supervisory Board in the business year 2025 consisted of:
Fixed remuneration based on their role in the Supervisory Board (Figure 1),
Fixed remuneration based on their role in a Committee of the Supervisory Board (Figure 2),
Attendance fee for participation in a Working Group of the Supervisory Board (EUR 1,000 gross per meeting).
Figure 1 - Fixed remuneration by role in the Supervisory Board in 2025 (EUR gross)
Supervisory Board role
Annual amount
Chair
115,000
Deputy Chair
95,000
Member
75,000
Figure 2 - Fixed remuneration by role in a Committee of the Supervisory Board in 2025 (EUR gross)
Role in a Committee of the Supervisory
Board (per Committee)
Amount
Chair
20,000 per Committee
Deputy Chair
10,000 per Committee
Working Group
for participating in meetings of the respective Supervisory Board working group as convened by the Chair of the Supervisory Board
1,000 per meeting
During the financial year 2025, the aforementioned amounts remained unchanged, maintaining the same level as in the previous period.
The total remuneration paid to the members of Addiko Bank AG's Supervisory Board for the year 2025 amounted to EUR 680,052.62. This sum was divided between the individual Supervisory Board members as presented in Figure 3.
Figure 3 - Remuneration of the members of Addiko Bank AG's Supervisory Board for 2025 (EUR gross)
Name
Supervisory Board role
Fixed remuneration
Other expenses1
TOTAL
Kurt Pribil
Chair
156,000.00
62.10
156,062.10
Johannes Proksch
Deputy Chair
135,000.00
0.00
135,000.00
Sava Ivanov Dalbokov
Member
126,000.00
820.87
126,820.87
Monika Wildner
Member
126,000.00
571.05
126,571.05
Frank Schwab
Member
126,000.00
9,598.60
135,598.60
1 Including travel expenses
In accordance with the Remuneration Policy of the Supervisory Board of Addiko Bank AG ("Vergütungspolitik des Aufsichtsrats der Addiko Bank AG"), no Supervisory Board remuneration was paid to the Supervisory Board members delegated by the Works Council, Mr. Christian Lobner and Mr. Thomas Wieser.
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Management Board Remuneration
The principles of remuneration for Addiko Bank AG's Management Board are regulated in accordance with §78a of the Austrian Stock Corporation Act ("AktG") within the Remuneration Policy of Addiko Bank AG's Management Board ("Vergütungspolitik des Vorstands der Addiko Bank AG").
The valid version of the Remuneration Policy of Addiko Bank AG's Management Board was confirmed by the Supervisory Board's Nomination and Remuneration Committee and was adopted by a resolution of the Supervisory Board on 5 December 2025 and will be presented at Addiko Bank's Annual General Meeting (AGM) on 20 April 2026.
In addition to all regulatory requirements covered, the Remuneration Policy of Addiko Bank AG's Management Board is designed to align the Management Board members' objectives with the longterm interests of Addiko and its shareholders, while ensuring an appropriate balance between fixed and variable remuneration components.
Requirements for the Activation of Variable Remuneration
Variable remuneration components may only be paid if the financial position of Addiko is sustainable and the variable remuneration is justified. The right to receive variable remuneration as well as the deferred payments from previous years only exists if the basic conditions, as described below, have been satisfied.
Variable remuneration can exclusively be activated if the capital requirement - as defined by Addiko Group's SREP requirements - are met.
If the capital requirements are not met at the end of the relevant performance year, the basic requirement is not met, which represents a knock-out criterion. This means that the variable remuneration for the performance year is not capitalized and not activated (this applies to any new bonus and deferred payments that would be due in the respective year).
Additional knock-out criteria will also be defined for each respective business year in order to activate the variable remuneration. The Supervisory Board defines these additional knock-out criteria each business year and could include measures from the following categories:
Risk (e.g., Non-performing exposures, liquidity coverage ratio)
Financial performance (e.g., Net profit)
Fulfilment of Performance Criteria for the Annual Bonus Scheme
The annual bonus scheme, as a form of performance-based variable remuneration, is determined based on the individual's success (in quantitative and qualitative terms) as well as the success of Addiko Bank AG. When deciding on any form of variable rewards for members of the Management Board, the Remuneration Committee of the Supervisory Board considers performance criteria, the market situation and market trends, the appropriateness of bonus payments and risk trends. In case of termination of employment, entitlements and claims of members of the Management Board will be agreed on an individual basis.
Performance targets for the Management Board are set as a balanced combination of quantitative financial targets and non-financial targets, with a total weighting of 100%.
Quantitative targets are based on the approved budget for the respective year from the following categories:
Business transformation (e.g., Number of customers with active performing loans in focus area, focus revenue growth, etc.)
Risk (e.g., Non-performing exposures / NPE ratio, Non-performing loans / NPL stock, Net NPL migration ratio, etc.)
Efficiency (e.g., Cost Income Ratio / CIR, Operating expenses / OPEX, Operating result / NBI -OPEX, Return on equity / ROE, etc.)
Performance Acceleration Incentive Framework (PAIF)
The PAIF, designed as a long-term reward scheme with a three-year performance monitoring period, will conclude after the 2025 performance year. It includes a main long-term component covering 2023-2025 and a second component allowing for annual adjustments throughout that period.
The component that allowed for yearly adjustments provided the Supervisory Board with the ability to balance the incentive towards achieving the initially set long-term target at the end of the three-year period, and to consider external events within the three-year period such as having an additional mechanism in the case when the trigger for the long-term target has already been achieved (before the end of the performance period) or in case of an extraordinary drop in the share price in the previous year related to external events. Such component was defined for each year of the three-year performance monitoring period.
The PAIF scheme was established in addition to the annual bonus scheme. The aim of the PAIF scheme was to align the business strategy and long-term objectives of Addiko Group's senior management team with the interests of shareholders and to provide a long-term incentive for the management to ensure a sustainable development of Addiko Group.
In addition to the previously stated requirements for the activation of variable remuneration, the individual achievement of the Management Board member, calculated in accordance with the performance criteria for the Annual Bonus scheme, must not be lower than 50%.
Because of the long-term nature of the PAIF scheme and in order to ensure long-term sustainability of the capital structure, the Bank evaluated one additional long-term criteria, the Capital utilization for credit risk in the ICAAP (economic view).
In addition to the basic requirements / knock-out criteria, a PAIF performance measure linked to shareholder participation was defined for both the long-term component and the annual component that allowed for yearly adjustments.
Such PAIF performance measure was determined through the Total Shareholder Return (TSR). The TSR is calculated as the sum of:
Capital gains or losses (the change of Addiko's share price at the Vienna Stock Exchange) and
Distribution of Earnings/Dividends per share (paid in the performance period)
The change of the Addiko share price is calculated as a difference of the Volume Weighted Average Price (VWAP) of Addiko shares in the fourth quarter at the end of the performance period and the VWAP of Addiko shares in the fourth quarter before the beginning of the performance period.
The target TSR is expressed as an improvement during the performance period in percentage terms, based on the VWAP of Addiko shares in the fourth quarter before the beginning of the performance period, and reflects the expected additional shareholder value to be achieved in the performance period.
Target TSR values have been determined for both the long-term component and the component that allowed for annual adjustments ("annual component"). The target TSR for the long-term component was determined at the beginning of the three-year period and the target TSRs for the annual components have been set before the beginning of each year within the three-year cycle.
The target TSR has been defined by the Supervisory Board of Addiko Bank AG.
Remuneration of Management Board Members Must be Clearly Defined in the Employment Contract
As determined in the Remuneration Policy of Addiko Bank AG's Management Board, the remuneration of Management Board members is to be determined as a combination of fixed, performance-based variable pay, and non-monetary remuneration. Fixed remuneration is based on the level of responsibility of the respective Management Board member, which constitutes a relevant part of the total pay. Variable annual remuneration is linked to the achievement of predetermined individual
targets and prudent risk management and should in any case be in line with the maximum thresholds determined for variable remuneration.
Maximum Thresholds Determined for Variable Remuneration
Fixed and variable remuneration components must be clearly separated.
In the course of concluding the Management Board member's new term of office, the Supervisory Board approved in December 2024 that the total amount of the remuneration package remains unchanged (rounded up only to the nearest EUR 100,000), while a redistribution between the fixed and variable components would be implemented to ensure that the ratio of variable to fixed remuneration no longer exceeds 100% for the CEO, CFO, and CIO/CMO, and 50% for the CRO.
Prior to that, in December 2022 the Supervisory Board had resolved to introduce a three-year Performance Acceleration Incentive Framework (PAIF), increasing the potential variable remuneration caps to up to 200% of fixed remuneration for the CEO, CFO and CIO/CMO, and up to 100% for the CRO, subject to the required internal approvals and, where applicable, regulatory clearance. This decision did not affect the overall remuneration packages but solely raised the target amount of the PAIF award, while fixed and annual variable remuneration remained unchanged. Under the PAIF, variable remuneration may exceed fixed remuneration only if the defined multi-year performance targets are achieved.
In accordance with the previously mentioned and approved variable remuneration, the components of remuneration of the members of the Management Board of Addiko Bank AG may be, in case of the activation of the PAIF long-term component for the 3-year performance period 2023-2025, as follows:
For the CEO Mr. Herbert Juranek to up to 162% of the fixed remuneration component,
For the CMO/CIO Mr. Ganesh Krishnamoorthi to up to 135% of the fixed remuneration component,
For the CFO Mr. Edgar Flaggl to up to 135% of the fixed remuneration component and
For the CRO Mr. Tadej Krašovec to up to 75% of the fixed remuneration component.
The above stated maximum thresholds determined for variable remuneration are now reached, but in each case, valid for the 3-year performance period, the financial years 2023, 2024 and 2025.
The total variable remuneration for the reporting year 2025 consists of the annual bonus, 2025 PAIF annual component and the long-term PAIF component that reached maturity over three consecutive performance years.
The long-term incentive - originally granted under the PAIF framework - was approved by the General Assembly, including the application of a higher variable-to-fixed remuneration ratio permitted by shareholder resolution. At the time of grant, this higher ratio was assessed and confirmed as fully compliant with all regulatory and internal requirements.
This combined effect may make the total variable remuneration appear higher than in previous years, even though the PAIF portion stems from awards granted and approved in earlier years. Importantly, the PAIF payout does not represent newly awarded variable remuneration; it is the deferred settlement of incentives granted under terms approved by shareholders several years earlier. Because the fixed-variable ratio is assessed at the point of grant, the accumulated payout remains fully within the permitted limits set by the General Assembly.
Throughout the three-year cycle and deferral period, the PAIF awards were subject to performance criteria, risk alignment processes, and ongoing monitoring. Activation and payout were permitted only after confirming compliance with all knock-out criteria related to capital adequacy, profitability, and risk indicators. The payout was further subject to ex-ante and ex-post risk adjustments, including malus and claw back conditions, as required by the Remuneration Policy.
Overall, the higher variable amount in the reporting year stems from the overlap of these three components and remains fully aligned with shareholder approval, internal governance, and all applicable regulatory requirements.
Risk Assessment for the Variable Remuneration Ex-ante Risk Adjustment
For every newly issued reward, the ex-ante risk assessments are conducted using the following indicators:
Average PD of performing portfolio,
NPE Coverage Ratio,
Stage 2 share of performing portfolio,
Risk Bearing Capacity.
In case the above-mentioned indicators are worse than the defined thresholds which are approved by the Supervisory Board within the targets for the annual budget, the underlying impact on the risk profile indicates the need for a possible risk adjustment. Based on a decision of the Group Supervisory Board, a (ex-ante) risk adjustment up to the full amount of the otherwise awarded variable remuneration of Identified Staff can be applied.
Ex-post Risk AdjustmentAddiko can use ex-post risk adjustments and decrease payment (Malus) or ask the individual to pay back if the payment was not justified (Claw back) under the predefined rules.
Employment contracts for active Management Board members contain a Malus and Claw back clause. Malus and Claw back could be applied to all types of variable remuneration. Malus and Claw back can be applied independently, and the relevant Addiko Group bodies have the discretion and the legal right to decide whether a Malus or Claw back situation exists and what the appropriate action is. The period during which Malus can be applied is equal to the defined period of deferral, while Claw back actions can be applied on a part or on the entire variable payment that had been paid out depending on the specifics set in the employment contract as well as implications from labour, civil, and criminal law depending on the specific circumstances (in particular in case of fraud).
Malus
Performance related adjustment as a Malus arrangement will be activated in case:
the Company is suffering a significant downturn in its financial performance - affecting the variable payment of the performance year and the deferrals on a Group-wide basis, except a significant downturn was planned and budgeted and no knock-out criteria apply. The quantitative definition of significant downturn thresholds will be part of the annual target KPI setting, which has to be approved by the Supervisory Board of Addiko Bank AG;
significant changes in the Company's economic or regulatory capital base take place - affecting both variable payments of the performance year and deferrals on an Addiko Group wide basis;
evidence of misbehaviour or serious error by the Management Board member is detected -
affecting both variable payments of the performance year and deferrals on an individual basis,
the Company is suffering a significant failure of risk management - affecting both variable payments of the performance year and deferrals on an individual basis;
regulatory sanctions are set, where the conduct of the employee contributed to the sanction -
affecting both variable payments of the performance year and deferrals on an individual basis.
In case the below-mentioned multi-year assessment indicators are worse than the defined thresholds which are approved by the Supervisory Board within budget targets, the underlying impact on the risk profile indicates the need for the application of the malus arrangements:
Loan portfolio vintage cohort analysis of default rate
Loan portfolio vintage cohort analysis of stage 2 share
Based on a decision of the Group Supervisory Board, a (ex-post) risk adjustment up to the full amount of the deferred amount due for pay-out from the individual performance cycle (of the respective vintage cohort) can be applied.
The risk adjustment of total deferred instalments due for pay-out are conducted using the following assessment indicators:
Inflow into Non-Performing Exposures (NPE Inflow)
Non-Performing Exposure Ratio (NPE ratio)
Coverage of Non-Performing exposure with provisions (NPE Coverage Ratio)
These three indicators are recognized and tracked in the recovery plan and within the Group Risk Appetite Framework. They show the impact of management and sales activities in previous periods on the amount of risk that the Company has assumed within its portfolio and are constantly compared to predefined thresholds enabling constant tracking if the risk is above the limits that the Company is prepared to assume.
Based on a decision of the Supervisory Board of Addiko Bank AG, a (ex-post) risk adjustment up to the full amount of the deferred amount due for pay-out can be applied if the following indicators are "amber" or "red":
if an amber level recovery plan threshold is breached for more than 6 months,
if a red level threshold is breached for more than 3 months.
Claw back
Claw back should be used in the case of:
fraud or contribution to fraud by the Management Board member,
when a Management Board member has been released from the position upon disciplinary procedure based on a behaviour which had a weak/negative impact on the financial results or triggered a loss,
the Management Board member has contributed to weak or negative financial results,
any other wilful or grossly negligent behaviour of a Management Board member which has led to a significant loss.
Depending on the circumstances as well as the applicable labour law, a Claw back might also be applied for staff that is not part of the Identified Staff (e.g., in case of fraud conducted to receive a bonus).
The principles of contract termination for members of the Management Board:Since it is in the interest of the Company and the Management Board members to ensure the stability of the Management Board, for the currently valid term of office it is defined that during the fixed term, the Company or Management Board member shall only be permitted to terminate the agreement prior to its expiry upon good cause. Premature termination by notice without good cause is not possible for the Company nor the members of the Management Board.
The principles and conditions of the Company's retirement plan for the Management Board No retirement plan has been implemented for the Management Board of Addiko Bank AG so far. Stock Option Programme
No stock option programme was implemented in the business year 2025.
Other ItemsThe members of the Management Board and the Supervisory Board of Addiko Bank AG are covered by a D&O insurance, the premium of which is paid by Addiko Bank AG. In addition, in 2025, the Management Board members received reimbursements from the bank in an overall amount of EUR 64,000.00 gross.
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Remuneration of Active Management Board Members for the Year 2025
Fixed Remuneration
In addition to the base salary, the fixed remuneration component of members of the Management Board of Addiko Bank AG (MB) includes a car allowance, social security contributions and other reimbursements.
Name MB member
Base salary
Other fixed 1
Total fixed
Herbert Juranek 01.01.-31.12.2025
850,000.06
49,204.86
899,204.92
Tadej Krašovec 01.01.-31.12.2025
599,999.96
49,204.86
649,204.82
Ganesh Krishnamoorthi 01.01.-31.12.2025
599,999.96
49,204.86
649,204.82
Edgar Flaggl 01.01.-31.12.2025
500,000.06
49,204.86
549,204.92
Figure 4 - Fixed remuneration of the members of Addiko Bank AG's Management Board defined for 2025 (EUR gross)
from - to
CEO CRO
CMO/CIO
CFO
1 Other fixed includes car allowance, social security contributions and other reimbursements
Variable Remuneration
The fundamental prerequisite for activating variable remuneration at Addiko for 2025 was the fulfilment of the Group's capital requirements as prescribed by SREP and other regulatory authorities.
The additional knock-out criteria defined for the activation of the variable remuneration, consisting of the 2025 Annual Bonus scheme, 2025 PAIF Annual component as well as the Long-term PAIF component, were defined as follows:
Addiko Group's Liquidity Coverage Ratio (LCR),
Addiko Group's NPE volume
Addiko Group's Profit after tax.
If any knock-out criterion - basic or additional - was met, the Annual Bonus would not be activated.
Figure 5 - Achievement of the knock-out criteria for activation of the Annual Bonus scheme for 2025, showing that basic requirement and all three additional knock-out criteria were not triggered.
Target YE 2025 result
Basic Knock-out criterion
Addiko Group's Total Capital Ratio <= 18.35% 22.38%
Additional Knock-out criteria
Variable remuneration - Annual Bonus schemeAddiko Group's Liquidity Coverage Ratio (LCR)
< 150%
304%
Addiko Groups' NPE Ratio (EBA)
>= 4.7%
2.5%
Addiko Groups' Profit after tax
<= 0
EUR 44.0 million
The overall targets for 2025 are based on the approved budget for the year 2025 and thereby closely linked to activities of the Acceleration Program.
It is not only the Individual Success Factor which influences the bonus calculation, but also the Knockout criteria requirement must be evaluated OK, and the Group Success Factor (GSF) needs to be considered. The Group Success Factor is defined to determine the main financial results and overall transformation effects on Addiko Group level, and it is used as a multiplier to the Individual Success Factor in the Annual bonus calculation process.
Figure 6 - 2025 Group Success Factor
KPI Type
KPI Descriptions
weightage
2025 weighted GSF achievement
Financial
Net growth of focus clients
25%
0.00%
Financial
Group NBI - OPEX
25%
21.36%
Financial
Group Gross performing loans
25%
18.15%
Financial
Group Profit before tax
25%
23.11%
Total
62.62%
The individual targets, as approved by the Supervisory Board of Addiko Bank AG for the business year 2025, together with the achievement of the quantitative targets in the respective period, are presented in Figures 7a and 7b.
Figure 7a - Balanced Scorecard for the business year 2025 (CEO, CFO and CMO/CIO)
KPI Type
KPI Descriptions
weightage
2025 weighted target achievement
Financial
Group Net interest margin (in bps)
15%
12.29%
Financial
Group CIR
15%
13.32%
Financial
Group RoATE
20%
14.66%
Financial
Group TCR
10%
11.73%
Financial
Group NPE Ratio (EBA)
10%
12.50%
Strategic
Regulatory policy and requirement implementation (including ESG)
15%
13.50%
Strategic
Expansion Romania
5%
3.50%
Strategic
Leadership
10%
11.50%
Figure 7b - Balanced Scorecard for the business year 2025 (CRO)
KPI Type KPI Descriptions weightage 2025 weighted target achievement
Financial Group CIR 15% 13.32%
Financial Group RoATE 10% 7.33%
Financial Group TCR 10% 11.73%
Financial Group NPE Ratio (EBA) 15% 18.75%
Financial Group Risk Costs (in €mn) 20% 25.00%
Strategic
Regulatory policy and requirement implementation (including ESG)
15% 13.50%
Strategic Leadership 10% 11.50%
Strategic Data driven Risk management (Data
quality ad Production, data Governance, ...
5% 4.50%
)
Figure 8 illustrates the final bonus amounts for each member of the Management Board of Addiko Bank AG, calculated in accordance with the individual achievement for the business year 2025 and considering the maximum bonus amounts defined in their employment contracts.
Figure 8 - Bonus calculation for Management Board (MB) members in 2025 (EUR gross)
Name
MB member from - to
2025
Annual bonus
Variable remuneration - Performance Acceleration Incentive Framework (PAIF)Herbert Juranek
01.01.-31.12.2025
232,955.26
Tadej Krašovec
01.01.-31.12.2025
82,682.68
Ganesh Krishnamoorthi
01.01.-31.12.2025
209,659.73
Edgar Flaggl
01.01.-31.12.2025
145,597.04
With regard to the PAIF, in addition to the knock-out criteria defined in Chapter 5.2, achieving less than 50% of the annual individual targets is also considered a knock-out criterion.
If any knock-out criterion - whether basic or additional - is met, the Annual Bonus will not be activated.
In case the defined knock-out Criteria are not met, the PAIF scheme can be activated if the target Total Shareholder Return (TSR) is achieved.
The Target TSR value for the 2025 Annual component was determined by the Supervisory Board of Addiko Bank AG in December 2024 at the level of the share price that was used as a reference for the offered price in the documents for the Voluntary Takeover Offers during 2024, resulting in the target Volume Weighted Average Price (VWAP) of EUR 15.15 per share in Q4 2025.
Considering the actual VWAP of EUR 20.0953 in Q4 2025, the target for PAIF 2025 Annual component is achieved.
Figure 9 - Achievement of the PAIF 2025 Annual Component
Total Shareholder Return for the PAIF 2025 Annual Component Target 15.1500
2025 Q4 Volume Weighted Average Price (VWAP) 20.0953The Target TSR value for the long-term component of 60% for the three-year period was determined at the beginning of the period (at the 68thextraordinary Supervisory Board Meeting held in December 2022). For the calculation of the absolute TSR value for the long-term component, the relative period was Q4 2022, in which the actual VWAP was EUR 11.1901, resulting in the target economic value of EUR 17.90416 (share price + paid dividends per share).
Already in the period February-April 2024, the long-term TSR was achieved in the part of reaching the target value in a period of successive 3 months + dividends per share paid:
VWAP in the period February-April 2024 was EUR 16.8794
The dividend per share paid in 2023 was EUR 1.21 (paid on 4 May 2023)
The dividend per share paid in 2024 was EUR 1.26 (paid on 7 May 2024)
With the above mentioned, the achieved TSR of EUR 19.3494 was above the long-term target TSR of EUR 17.9042. Nevertheless, in accordance with the PAIF scheme definition, for the final confirmation of the long-term component achievement, the TSR at the end of the performance period should be equal or higher than 75% of the Target TSR (EUR 13.42812).
Considering the actual VWAP of EUR 20.0953 in Q4 2025, and the dividends of EUR 1.21 per share paid in May 2023 and EUR 1.26 per share paid in May 2024, the targeted TSR for the long-term component is achieved.
Figure 10 - Achievement of the PAIF 2023-2025 Long-term Component
Total Shareholder Return for the PAIF 2023-2025 Long-term Component
Q4 2025 VWAP for activation of 2025 Annual PAIF component
20.0953
Dividend per share paid in 2023
1.2100
dividend per share paid in 2024
1.2600
Achieved 2023-2025 Total Shareholder Return (TSR)
22.5653
Target TSR (initial value)
17.9042
75% of the Target TSR
13.4281
Figure 11 illustrates the final 2025 PAIF annual and long-term component amounts for each member of the Management Board of Addiko Bank AG. These amounts are calculated in accordance with the achievement of the target TSR for the year 2025 and the target PAIF amounts defined in their employment contracts.
Figure 11 - PAIF 2025 Annual and long-term component amounts for Management Board (MB) members (EUR gross)
Name
PAIF 2025
Annual Component
PAIF
Long-term Component
TOTAL PAIF
activated in 2025
Variable Remuneration Payout ModelHerbert Juranek
280,000.00
1,260,000.00
1,540,000.00
Tadej Krašovec
100,000.00
450,000.00
550,000.00
Ganesh Krishnamoorthi
150,000.00
675,000.00
825,000.00
Edgar Flaggl
126,000.00
567,000.00
693,000.00
The variable remuneration of active Management Board members consists of a payment of 50% in cash and 50% in financial instruments linked to Addiko shares as follows:
In the first half of 2025, the Management Board member is entitled to a variable remuneration instalment amounting to 40% of the total variable remuneration, half of which is payable in cash and the second half in financial instruments. For the instalment in financial instruments, a retention period of one year is prescribed.
The remaining 60% of the total variable remuneration will be deferred and the payout is distributed proportionally over a period of 5 years (12% per year), payable half in cash (6%) and half in financial instruments (6%). The cash instalments are paid as soon as possible after the end of the first / second / third / fourth / fifth financial year (at the latest by the end of the first half of 2026 / 2027 / 2028 / 2029 / 2030). According to the same scheme, the other half is to be paid out in financial instruments, with a retention period of one year for each instalment.
Figure 12 - Illustration of the allocation and payout model for the variable remuneration of Management Board members of Addiko Bank AG
Upfront 40%
Deferred 60% in a 5-year deferral period
2025
(performance year)
2026
2027
2028
2029
2030
2031
2032
20%
cash
20%
Financial Instruments
6%
cash
6%
Financial Instruments
6%
cash
6%
Financial Instruments
6%
cash
6%
Financial Instruments
6%
cash
6%
Financial Instruments
6%
cash
6%
Financial Instruments
Allocation and payout view
Allocation view
1-year retention period
Payout view
20%
Financial Instruments
6%
Financial Instruments
6%
Financial Instruments
6%
Financial Instruments
6%
Financial Instruments
6%
Financial Instruments
The share price used to determine the number of financial instruments - for the remuneration cycle in the context of closing the financial year 2025 - corresponds to the volume weighted average price of Addiko Bank AG shares (symbol: ADKO) at the Vienna Stock Exchange for the full year 2025. Based on the information from Vienna Stock Exchange, the volume weighted average price of Addiko Bank AG shares (symbol: ADKO) for the full year 2025 was EUR 20.0778.
Considering the variable remuneration amounts defined for the business year 2025, the abovementioned mechanism, and the average share price, the 50% of variable remuneration defined for the members of the Management Board will be transferred into financial instruments linked to Addiko shares as follows:
Figure 13 - Number of Financial instruments defined for the 2025 variable remuneration cycle
Name | 2025 Variable remuneration | 50% to be paid in financial instruments | VWAP for 2025 cycle | Number of financial instruments defined for 2025 |
Herbert Juranek | 1,772,955.26 | 886,477.63 | 20.0778 | 44,152 |
Tadej Krašovec | 632,682.68 | 316,341.34 | 20.0778 | 15,755 |
Ganesh Krishnamoorthi | 1,034,659.73 | 517,329.86 | 20.0778 | 25,766 |
Edgar Flaggl | 838,597.04 | 419,298.52 | 20.0778 | 20,883 |
The instalments allocated in financial instruments will be paid to the members of the Management Board of Addiko Bank AG in accordance with the mechanics outlined above.
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Comparative Information on Remuneration and Company Performance
Figure 14 - Comparative information on the change of remuneration and company performance (2021 - 2025) Management Board (MB) member
remuneration & starting date
(fixed + performance-related variable remuneration EUR gross)
2021 2022 2023 2024 2025
Herbert Juranek
01.05.2021
655,330
1,031,542
1,311,899
1,269,383
2,672,160
Tadej Krašovec
01.06.2021
467,697
652,060
756,880
732,544
1,281,888
Ganesh Krishnamoorthi
01.08.2020
889,053
831,522
981,880
945,504
1,683,865
Edgar Flaggl
01.06.2022
370,019
782,880
755,713
1,387,802
Addiko Bank AG performance
2021
2022
2023
2024
2025
Result after tax
13.6 m
25.7 m
41.1 m
45.4 m
44.0 m
Operating result
54.9 m
73.6 m
103.9 m
112.3 m
109.8 m
Operating expenses
171.1 m
168.0 m
178.6 m
192.4 m
195.4 m
Cost-income ratio
72.4%
67.5%
60.5%
60.9%
61.7%
Average remuneration of Addiko Bank
AG employees (fixed + performance-related variable remuneration EUR gross)
2021
2022
2023
2024
2025
Addiko Bank AG employees w/o MB members 1
92,537
97,712
100,372
101,765
113,666
1 Addiko Bank AG employees in Austria
- Management Board Remuneration from Previous Years Paid in the Year 2025
Since Addiko Bank AG meets the criteria for small and non-complex institution in terms of point 145 of Article 4(1) of Regulation (EU) No 575/2013 and is not a large institution as defined under point 146 of Article 4(1) of Regulation (EU) No 575/2013, the following model concerning the payment of variable remuneration was applied:
in the first half of the following financial year, a Management Board member is entitled to a variable remuneration instalment equal to 60% of the variable remuneration, payable in cash. The first instalment is paid as soon as reasonably possible, following the end of financial year for which it has been rewarded to the Management Board member (no later than end of the first half of Y+1)
the remaining 40% of the variable remuneration shall be deferred and thus, paid out and proportionally allocated over a period of 5 years (8% per year), payable as soon as reasonably possible after the end of the first / second / third / fourth / fifth year, following the financial
year for which it has been rewarded to the Management Board member (no later than the end of the first half of Y+2 / Y+3 / Y+4 / Y+5 / Y+6).
Exceptionally, in the case of the variable remuneration amount exceeding EUR 175,000, the first instalment was equal to 40% of the total variable remuneration, while 60% of the total variable remuneration amount was deferred and proportionally allocated over a period of 5 years.
From the payout cycle from the business year 2021 onwards, the payment of 50% in cash and 50% in Addiko shares was applied for the then active members of the Management Board. For the instalment in Addiko shares, a retention period of one year was prescribed.
By applying the payout models described above in the previous variable remuneration cycles (2019, 2021, 2022 and 2023), an amount of EUR 511,319.53 gross was due for payment in cash and paid in 2025 to Addiko Bank AG's Management Board members, of which EUR 208,628.74 gross was paid to active members.
Considering the changes in the payout methodology, the shares allocated to the active Addiko Bank AG's Management Board members for previous remuneration cycles (2021, 2022 & 2023) which were due in 2025, were converted to the financial instruments (with 1:1 ratio) and, because of the regulatory requested retention period of minimum 1 year, will be paid out in the 2026 payout cycle. The total number of 15,182 financial instruments / phantom shares for previous remuneration cycles (2021, 2022 & 2023) was allocated in 2025.
Figure 15 - Variable remuneration instalments of active Management Board members from previous years vested in 2025
(EUR gross / number of financial instruments)
Name | Paid in 2025 (cash part) | Allocated in 2025 (part in financial instruments) |
Herbert Juranek | 70,833.43 | 5,490 |
Tadej Krašovec | 28,421.01 | 2,228 |
Ganesh Krishnamoorthi | 66,467.83 | 5,323 |
Edgar Flaggl | 42,906.47 | 2,141 |
In addition to the data from Figure 15, the former Management Board members Razvan Munteanu, Johannes Proksch, Csongor Nemeth and Markus Krause received deferred bonus payments totalling to EUR 302,690.79 gross, all paid in cash during 2025, on account of their previous work on the Management Board of Addiko Bank AG.
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