Mag. Dr. Christian Mache

GregorMendelstrasse58/6

1190Wien

English convenience translation - in case of doubt, the German version prevails

To the Management Board

of Addiko Bank AG

Wipplingerstrasse 34/4

1010 Vienna

Vienna, 23 March 2022

Proposed resolution pursuant to § 110 AktG:

Proposed resolution regarding the 8th item of the agenda of the General Meeting of Addiko Bank AG on 14 April 2022

Dear Sirs,

I, Mag. Dr. Christian Mache, am a shareholder of Addiko Bank AG with 217,018 no-par value bearer shares. According to the companies register, Addiko Bank AG has issued 19,500,000 no-par value shares. One percent of these are 195,000 no-par value shares.

With my shareholding, I fulfil the requirements for exercising the right to propose resolutions regarding items on the agenda and to request that these be made available on the company's website registered in the companies register in accordance with § 110 (1) Austrian Stock Corporation Act ("AktG"), together with the names of the shareholders concerned, the reasons presented and any comments by the Management Board or the Supervisory Board.

Proposed Resolution

I therefore propose that the General Meeting adopts the following resolution regarding the 8th item on the agenda "Election to the Supervisory Board":

The number of shareholder representatives on the Supervisory Board of Addiko Bank AG shall be

reduced from currently six to five members.

Reasons

According to Art. 12.1 of the Articles of Association, the Supervisory Board consists of three to eight members elected by the General Meeting (shareholder representatives).

As of the end of the General Meeting on 14 April 2022, the respective term of office of the deputy chairman and member of the Supervisory Board Pieter van Groos as well as the members of the Supervisory Board Dragica Pilipovic-Chaffey, Monika Wildner, Sebastian Prinz Schoenaich- Carolath and Frank Schwab will end. The term of office of the chairman of the Supervisory Board,

1

Mag. Dr. Christian Mache

GregorMendelstrasse58/6

1190Wien

Kurt Pribil, continues until the end of the General Meeting in 2024. Five shareholder representatives would therefore have to be elected at the upcoming General Meeting in order to reach again the number of Supervisory Board members after the election on 10 July 2020.

I propose to reduce the number of shareholder representatives elected by the General Meeting to five, so that only four members would be elected in the upcoming General Meeting on 14 April 2022. The proposed resolution therefore represents a reduction in the number of members within the limits set by the Articles of Association. Pursuant to section 87 (1) Stock Corporation Act, the motion to reduce the number of members of the Supervisory Board must be voted on prior to the election of members.

The development of the bank was accompanied and supervised by four shareholder representatives until before the IPO on the Vienna Stock Exchange in July 2019. In a general meeting in June 2019, the number of shareholder representatives was increased to five prior to the IPO. With the extraordinary general meeting in July 2020, the number of shareholder representatives on the Supervisory Board was subsequently further increased from five to six at the request of a shareholder. I supported this at the time due to the challenging circumstances within the company and the changes in the ownership structure.

With the subsequent changes in the bank's Management Board in 2021, the company has taken numerous steps to stabilise and more strongly align the bank with its business strategy as part of a transformation programme. This also includes an ambitious cost reduction programme. Therefore, and due to the now stable shareholder and Management Board structure, there is in my view no longer any need to continue maintaining such a large and cost-intensive Supervisory Board, especially in comparison to the size of the company. In my view, again a maximum number of five members of the Supervisory Board as shareholder representatives is appropriate.

I request that the necessary steps be taken to ensure that this proposed resolution is published timely on the company's website, together with the name of the shareholder concerned, the reasons and a statement by the Management Board or the Supervisory Board, if any, by 25 March 2022 at the latest.

Sincerely,

Christian Mache

Enclosure

Deposit confirmation pursuant to § 110 (1) in connection with § 10a AktG

2

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Addiko Bank AG published this content on 24 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2022 12:11:08 UTC.