Corporate Governance

December 2020 COMMITTED TO ACCELERATED EXECUTION OF ESTABLISHED STRATEGY

Core strategic pillars Proven track record

Focus on CSEE market ✓ Established franchise increasing lending to focus areas

Focus on growth in unsecured Consumer & SME lending and payments ✓ Operating platform stability tested during recent Covid-19 Ensure efficiency, simplicity and operational excellence, pandemic leveraging existing distribution network and digital

Expand digital capabilities providing new value adding Basis for digital distribution established, recognized digital proposition to focus area customers ✓ innovator

Prudent risk approach, solid capitalization, funding & liquidity ✓ Continued cost reduction measures

✓ Maintained robust asset quality (HQ)

Slovenia ✓ Upheld strong capital position and self funding principle BiH

Montenegro

ADDIKO AG DECEMBER 2020 | 2 OUR CORPORATE STRUCTURE ALLOWS FOR SIMPLE LEVERAGING OF SYNERGIES

Overview of Addiko entities

Addiko Bank AG, (Austria)

100% 100% 100% 99.99% 99.87% 100%

Ljubljana Zagreb Beograd Sarajevo Banja Luka Podgorica (ABS) (ABC) (ABSE) (ABSA) (ABBL) (ABM)

Operating model

Austria Core central functions: reducing costs via centralisation of services

Focused Group Shared Services and Central Steering Functions Agility and execution power: fewer decision layers from across countries focused Group Shared Services and Central Steering Provide operational services to all Addiko offices Functions throughout the region

Economies of scale: bundling of services helps to realize cost advantages with decreasing costs per unit Croatia Croatia Serbia Example: Example: Example: Transaction Banking Procurement in Digital Banking Talent: attract talent in group shared service centres Back Office Croatia steering functions and provide responsibility across region

ADDIKO BANK AG DECEMBER 2020 | 3 CORPORATE GOVERNANCE IN A NUTSHELL

International • Corporate Governance policies comply with international standards Standards

Zero Tolerance • Policies implemented have zero tolerance for non-compliance with Group policy Culture

Three Lines-of-Defence • Collaborative set-up with integrated three lines-of-defence model Model

Corporate governance policies provide better alignment between management and shareholder interests

ADDIKO BANK AG DECEMBER 2020 | 4 RISK MANAGEMENT CULTURE APPLIED ACROSS ALL BUSINESS LINES AND FUNCTIONS

• Owns the risk, control and losses / incidents st 1 Line Risk Ownership • Understands risk profile and control framework of Executive Management Defence Business Units • Performs risk / control self-assessment • Must meet internal and external obligations

• Provides the major mechanism for governance through a central policy framework and repository • Provides enterprise frameworks nd Common Risk 2 Line • Provides enterprise programs of Infrastructure Central Risk Control • Provides subject matter experts for enterprise risks Defence Functions • Monitors adherence to frameworks, enterprise risk and compliance programs and losses / incidents Support Functions • Escalates and provides aggregated risk and compliance reporting

Oversight • Provides oversight, independent testing, verification and review on the efficacy of Board 3rd Line Board Risk Committee - Risk frameworks of Assurance - Business management of risk Defence External Audit - Business compliance with internal / external obligations Internal Providers Internal Assurance Function • Identifies opportunities for improved business performance

ADDIKO BANK AG DECEMBER 2020 | 5 ANTI-MONEY LAUNDERING EFFORTS

Key highlights Overview of AML efforts

Transaction Monitoring System • Addiko’s Management is fully committed to implement and maintain an effective Financial Crime Program across • Transaction monitoring via newly implemented common standard monitoring the Group system (SMARAGD tool box - reference clients of SMARAGD include leading • Dedicated AML teams in all six subsidiaries across the institutes across various industries) Group • Inventory of group-wide detection rules has been developed and deployed, further local detection rules under development. Final Testing and configuration have been performed in 2018 with technical Go-Live for the Timeline of key events Group in January/February 2019 • Refined group-wide standard set of detection rules went live in February 2020 • Third-party review: Mandated an comprehensive review of • Major update of SMARAGD tool box in 3Q20 its Financial Crime Program, including Anti-Money Laundering (“AML”), Sanctions and Anti-Bribery & Corruption (“AB&C”) by 2017 a third party - recommendations identified for process enhancements. External testing • Enhancements: launched an AML Enhancement Project • AML coverage analysis for SMARAGD MDS conducted by Third Party advisor • Implementation of enhancements: significant steps taken, e.g. increasing AML headcount, update policies & procedures, • Comprehensive Financial Crime Program review by Third Party in 2017 with 2018 rolling-out a group-wide transaction monitoring system. external follow-up review in 2019

• Mandated another Third Party to review the progress made Key areas of attention of financial crime program and identify existing gaps for remediation. Overall potential risk areas have been acknowledged by Addiko and are Group-wide Skilled Risk addressed in the Bank’s ongoing enhancement program. standards and 2019 resources assessment • Red-flags and pattern based analysis related to the Bank’s implementation exposure with focus on recent Money Laundering Schemes performed by Third Party. AML Controls & testing • Continuation of AML enhancement program: e.g. project KYC processes initiated for group-wide automatization related to AML monitoring framework 2020 relevant KYC processes

ADDIKO BANK AG DECEMBER 2020 | 6 ADDIKO USES AN INTERNATIONAL 2-TIER GOVERNANCE STRUCTURE

Supervisory Board

Kurt Herbert Dragica Sebastian Prinz von Monika Frank Christian Thomas Pribil Juranek Pilipović-Chaffey Schoenaich-Carolath Wildner Schwab Lobner Wieser Chair Deputy Member Member Member Member Employee Repr. Employee Repr. Appointed in 2020 Appointed in 2020 Appointed in 2015 Appointed in 2019 Appointed in 2020 Appointed in 2020 Appointed in 2015 Appointed in 2019

Nomination & Audit & Committee for Credit Risk Remuneration Compliance Management Board Committee Committee Committee Committee Matters

Management Board

Csongor Németh Markus Krause Ganesh Krishnamoorthi Chief Executive Officer Chief Risk & Chief Retail, IT & Finance Officer Digitalization Officer

Group Asset & Group Risk Group Credit Group Distressed Group Outsourcing Board Audit Liability Executive Committee Asset Committee Committee Committee Committee Committee

ADDIKO BANK AG DECEMBER 2020 | 7 SUPERVISORY BOARD COMMITTEES (1/2)

Audit & Committee for Nomination and Supervisory Credit Risk Name Compliance Executive Board Remuneration Board Committee Committee Committee Matters Committee

Kurt Pribil Chair Member Member - President Vice President

Herbert Juranek Deputy Chair President President - Member Member

Dragica Plilipovic- Vice Member Vice President Member - - Chaffey President Vice Monika Wildner Member - - - Member President Sebastian Prinz von Member - - President Vice President President Schoenaich-Carolath Frank Schwab Member Member Member Member - -

Christian Lobner Member Member Member Member - -

Thomas Wieser Member Member Member - - Member

Duties: • Supervision of the activities of the Management Board • Assessment of the strategic objectives and the internal principles of proper management together with the Management Board and monitoring of their implementation • Duties are defined in the Austrian Stock Corporation law (§95 Aktiengesetz) and further specified in the Company’s Articles of Association as well as its Rules of procedure

Further Duties: • Appointment and dismissal of Management Board members (ordinarily as well as extraordinarily for good cause) • Quarterly reports by the Management Board to the Supervisory Board (course of business as well as the situation of the Group overall) • Representation of the Company in legal transactions with members of the Management Board • Approval of the financial statements of the company

ADDIKO BANK AG DECEMBER 2020 | 8 SUPERVISORY BOARD COMMITTEES (2/2)

Supervisory Board Committees

Committee Main Responsibilities Members

A decision-making committee and highest credit authority responsible for the Credit granting of loans and credits to customers or to a group of affiliated customers in Committee accordance with the Rules of Procedure of the Supervisory Board

Monitoring of strategy and risk management; advising the management regarding the Risk current and future risk appetite and risk strategy as well as monitoring its Committee • Supervisory Board implementation Members • State Commission Nomination & Preparing proposals for selecting members of the Management and Supervisory Board • Representatives of Remuneration (succession planning), monitoring of the remuneration policy, the remuneration the Works Council Committee practices and the incentive structures

Audit & Assisting the Supervisory Board in overseeing its responsibilities with respect to Compliance internal and external audit, compliance, risk management and financial reporting Committee

Committee for • Supervisory Board Exercising of representative rights and consulting with respect to the legal Management Members relationships between the company and the members of the Management Board Board Matters • State Commission

ADDIKO BANK AG DECEMBER 2020 | 9 MANAGEMENT BOARD COMMITTEES

Management Board Committees

Committee Main Responsibilities Members

A decision-making committee which approves all counterparty risks (including credits • Chair: CRO/CFO Group Credit to associated companies of the Group network or problem loans) above the credit • Selected Addiko Committee authority of the subsidiaries senior staff

A decision-making committee which approves all counterparty risks for Groups of • Chair: CRO/CFO Group Distressed Borrowers (GoB) or any borrower within a Group of Borrowers which has a Watch • Selected Addiko Asset Committee Loan 2 or default (NPE) status senior staff

• Chair: CRO/CFO Group Outsourcing An advisory committee dealing with new and changed outsourcing requests, as • Selected Addiko Committee defined in the Group Outsourcing Policy, and monitoring Group Outsourced Activities senior staff

Group Asset & • Chair: CEO A decision-making committee which monitors the steering of interest, liquidity, FX- Liability • Selected Addiko and equity risk Committee senior staff

An advisory committee which oversees the monitoring and supervision of regulatory • Chair: CEO Board Audit topics and acts as a strategic platform for operational risk on a group-wide level. • Selected Addiko Committee Moreover, it provides an overview of significant audit deficiencies, legal and senior staff compliance issues as well as Anti-Money Laundering (AML).

Group Risk • Chair: CRO/CFO An advisory committee in charge of ICAAP and risk bearing capacity, portfolio Executive • Selected Addiko steering and limitation and other methodological and project-related topics Committee senior staff

ADDIKO BANK AG DECEMBER 2020 | 10 DISCLAIMER

THIS PRESENTATION (HEREINAFTER REFERRED TO AS “MATERIALS”) WERE CAREFULLY PREPARED BY ADDIKO BANK AG. HOWEVER, THE MATERIALS HAVE NOT BEEN INDEPENDENTLY VERIFIED. THEREFORE, ADDIKO BANK AG MAKES NO REPRESENTATION AND GIVES NO WARRANTY, NEITHER IMPLIED NOR EXPRESSED, AND ASSUMES NO LIABILITY, NEITHER DIRECTLY NOR INDIRECTLY, FOR THE MATERIALS AND THEIR CONTENT, WHICH REFERS ALSO TO FUTURE STATEMENTS, IN PART OR IN FULL, AS NO ONE SHALL RELY ON THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT OF THIS INFORMATION OR STATEMENTS CONTAINED HEREIN.

THESE MATERIALS WERE DRAWN UP AT THE DATE MENTIONED BELOW AND THE CONTENT CONSTITUTES THE KNOWLEDGE, ASSUMPTIONS, FUTURE STATEMENTS, AND SUBJECTIVE OPINIONS OF ADDIKO BANK AG AT THAT TIME, AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. INFORMATION ON PAST PERFORMANCES DO NOT PERMIT RELIABLE CONCLUSIONS TO BE DRAWN AS TO THE FUTURE PERFORMANCES. FORWARD- LOOKING STATEMENTS BASED ON THE MANAGEMENT´S CURRENT VIEW AND ASSUMPTIONS MIGHT INVOLVE RISKS AND UNCERTANITIES THAT COULD CAUSE A MATERIAL DEVIATION FROM THE STATEMENTS CONTAINED HEREIN.

NEITHER ADDIKO BANK AG NOR ANY OF ITS REPRESENTATIVES, AFFILIATES, OR ADVISORS SHALL BE LIABLE FOR WHATEVER REASON FOR ANY KIND OF DAMAGE, LOSS, COSTS OR OTHER EXPENSES OF ANY KIND ARISING DIRECTLY AND/OR INDIRECTLY OUT OF OR IN CONNECTION WITH THESE MATERIALS AND THE CONTENT HEREIN.

THESE MATERIALS DO, ALSO IN THE FUTURE, NOT CONSTITUTE A RECOMMENDATION OR AN INVITATION OR OFFER TO INVEST OR ANY INVESTMENT OR OTHER ADVICE OR ANY SOLICITATION TO PARTICIPATE IN ANY BUSINESS AND NO ONE SHALL RELY ON THESE MATERIALS REGARDING ANY CONTRACTUAL OR OTHER COMMITMENT, INVESTMENT, ETC.

ADDIKO BANK AG ASSUMES NO OBLIGATION FOR UPDATING THIS DOCUMENT. THIS PRESENTATION MAY NOT BE REPRODUCED, REDISTRIBUTED OR PASSED ON TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE, WITHOUT THE PRIOR WRITTEN CONSENT OF ADDIKO BANK AG.

BY ACCEPTING THIS MATERIAL, YOU ACKNOWLEDGE, UNDERSTAND AND ACCEPT THE FOREGOING.

VIENNA, 2020

Contact Edgar Flaggl Head of Investor Relations & Group Corporate Development [email protected]

Addiko Group’s Investor Relations website http://www.addiko.com/investor-relations/ contains further information, including financial and other information for investors.

ADDIKO BANK AG DECEMBER 2020 | 11