Addiko Bank AG: Convening of the Annual General Meeting

Vienna (pta014/20.03.2020/12:30 UTC+1) -
Addiko Bank AG
Vienna
FN 350921 k, ISIN AT000ADDIKO0

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This document is a translation of the German original version. In case of any doubt the German original version prevails.
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Dear Shareholders!

Due to the measures recently adopted by the Austrian government to prevent the further spread of the corona virus, we do not know today whether we will be able to hold the Annual General Meeting on April 21, 2020.

The Management Board hopes that the situation in Austria will have improved by then and that the official requirements then in force (limitation of the number of participants) will make it possible to hold an Annual General Meeting of Addiko Bank AG on April 21, 2020.

These are the premises on which the present convening of the next Annual General Meeting is based.

In any case, we recommend that you refrain from attending the Annual General Meeting in person and grant the independent proxy of the IVA a power of attorney bound by instructions (see section IV. of this invitation).

Addiko Bank AG ensures that all requirements, recommendations and best practices on social distancing of attendees are fully implemented when the Annual General Meeting is held.

However, the Management Board of Addiko Bank AG expressly reserves the right to cancel the Annual General Meeting at short notice should this be appropriate due to the requirements of the authorities.

The Management Board

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We hereby convene the 1st Annual General Meeting of Addiko Bank AG on Tuesday, April 21, 2020, at 10:30 a.m., at the Wiener Börsensälen in 1010 Vienna, Wipplingerstrasse 34.

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I. AGENDA
1. Presentation of the annual financial statements including the management report and consolidated corporate governance report, the consolidated financial statements including the group management report and consolidated non-financial report, the proposal for the appropriation of profits and the report for the 2019 financial year submitted by the Supervisory Board
2. Resolution on the appropriation of the net profit
3. Resolution on the discharge of the members of the Management Board for the 2019 financial year
4. Resolution on the discharge of the members of the Supervisory Board for the 2019 financial year
5. Election of the auditor and group auditor for the 2021 financial year
6. Decision on the remuneration policy

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II. DOCUMENTS RELATING TO THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON THE WEBSITE
In particular, the following documents will be available on the Company's website at www.addiko.com - properly registered in the commercial register - under the menu items "Investor Relations" and "General Meeting" at the latest by 31 March 2020:

* Annual financial statements including management report,
* Consolidated corporate governance report,
* Consolidated financial statements including group management report,
* Proposal for the appropriation of profits,
* Separate consolidated non-financial report
* Report of the Supervisory Board for the 2019 financial year;
* Proposed resolutions on agenda items 2 - 6,
* Policy on principles of remuneration of Management Board,
* Policy on principles of remuneration of Supervisory Board,
* Form for the granting of a proxy,
* Form for granting a power of attorney to Dipl.-Volkswirt, Dipl.-Jurist Florian Beckermann,
* Form for the revocation of a power of attorney,
* Full text of this convocation.

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III. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING
The entitlement to participate in the Annual General Meeting and to exercise the voting right and other shareholder rights to be asserted at the Annual General Meeting is based on the shareholding at the end of April 11, 2020 (24:00 hours, CET, Vienna time) (record date).

Only persons who are shareholders on this record date and provide the Company with evidence of their shareholding are entitled to attend the General Meeting.

A deposit confirmation pursuant to Section 10a Stock Corporation Act is required for the proof of shareholding on the record date, which must be received by the Company no later than 16 April 2020 (24:00 hours, CET, Vienna time) exclusively by one of the following communication channels and addresses:

(i) for the transmission of the deposit confirmation in text form, which satisfies the Articles of Association pursuant to Section 17.6
By fax:
+43 1 8900 500-80

By e-mai:
anmeldung.addiko@hauptversammlung.at (Please send deposit confirmations in PDF format)

(ii) for the transmission of the deposit confirmation in writing
By mail or courier:
Addiko Bank AG
c/o HV Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60

Via SWIFT:
GIBAATWGGMS
(Message Type MT598 or MT599, ISIN AT000ADDIKO0 must be specified in the text)

Shareholders are requested to contact their custodian bank and arrange for the issue and transmission of a deposit confirmation.

The record date has no effect on the saleability of the shares and has no significance for dividend entitlement.

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Deposit confirmation pursuant to § 10a AktG
The deposit confirmation must be issued by the custodian bank with its registered office in a member state of the European Economic Area or in a full member state of the OECD and must contain the following information:
* Information on the issuer: company name and address or a code commonly used in dealings between credit institutions,
* Information about the shareholder: name/company name and address, for natural persons additionally the date of birth, for legal entities, if applicable, the register and number under which the legal entity is registered in its home country,
* Information on shares: number of shares held by the shareholder ISIN AT000ADDIKO0,
* Deposit number, otherwise another designation,
* Date to which the deposit receipt refers.

The deposit confirmation as evidence of share ownership for participation in the Annual General Meeting must refer to the end of the record date of 11 April 2020 (24:00 hours, CET, Vienna time).

The deposit confirmation will be accepted in German or English.

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Proof of identity
Shareholders and their proxies are requested to have a valid official photo ID available for identification purposes when registering.

If you come to the Annual General Meeting as a proxy, please take the power of attorney with you in addition to your official photo ID. If the original of the power of attorney has already been sent to the company, you can facilitate admission if you have a copy of the power of attorney with you.

Addiko Bank AG reserves the right to verify the identity of the persons attending the meeting. If it is not possible to establish the identity of the persons attending the meeting, admission may be refused.

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IV. POSSIBILITY OF APPOINTING A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED
Each shareholder who is entitled to attend the General Meeting and who has provided evidence of this to the Company in accordance with the provisions of this invitation under item III, has the right to appoint a proxy who will attend the General Meeting on behalf of the shareholder and who will have the same rights as the shareholder he/she represents.

The power of attorney must be granted to a specific person (a natural person or legal entity) in text form (Section 13 (2) AktG), whereby several persons may also be authorized.

Proxy may be granted both before and during the Annual General Meeting.

We offer the following communication channels and addresses for the transmission of powers of attorney:
By mail or courier:
Addiko Bank AG
c/o HV Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60

By fax:
+43 1 8900 500- 80

By e-mail:
anmeldung.addiko@hauptversammlung.at (Please submit your power of attorney in PDF format)

Via SWIFT:
GIBAATWGGMS
(Message Type MT598 or MT599, ISIN AT000ADDIKO0 must be specified in the text)

In person:
upon registration for the Annual General Meeting at the place of the meeting

The proxies must be received at one of the above addresses by no later than April 20, 2020, 4:00 p.m., CET, Vienna time, unless they are handed over at the entrance and exit control of the Annual General Meeting on the day of the Annual General Meeting.

A proxy form and a form for revoking the proxy are available on the Company's website at www.addiko.com under the menu items "Investor Relations" and "General Meeting". The use of one of the forms is not mandatory within the meaning of Section 114 (3) AktG. However, in the interest of smooth processing, we ask that you always use the forms provided.

Details regarding the authorization, in particular the text form and the content of the authorization, are set out in the authorization form provided to the shareholders.

If the shareholder has granted power of attorney to his depositary bank (Section 10a AktG), it is sufficient if the bank, in addition to the deposit confirmation, makes a declaration that it has been granted power of attorney by the means provided for its transmission to the Company.

Shareholders may also exercise their rights in person at the Annual General Meeting even after granting a proxy. Attending in person shall be deemed to be a revocation of a previously granted power of attorney.

The above provisions on the granting of a power of attorney shall apply mutatis mutandis to the revocation of the power of attorney.

Independent voting representative
As a special service, Mr. Dipl.-Volkswirt, Dipl.-Jurist Florian Beckermann, member of the Management Board of IVA Interessensverband für Anleger, is available to shareholders as an independent proxy for exercising voting rights at the Annual General Meeting in accordance with instructions; a special proxy form is available for this purpose on the Company's website at http:// www.addiko.com/general-meeting/. In addition, it is possible to contact Dipl.-Volkswirt, Dipl.-Jurist Florian Beckermann, IVA - Interessenverband für Anleger, 1130 Vienna, Feldmühlgasse 22, E-mail: florian.beckermann@iva.or.at

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V. NOTES ON SHAREHOLDERS' RIGHTS IN ACCORDANCE WITH SECTIONS 109, 110, 118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG)

1. Shareholders' request to add items to the agenda pursuant to Section 109 AktG
Shareholders whose shares individually or jointly amount to 5% of the share capital and who have held these shares for at least three months prior to filing the motion may request in writing that additional items be added to the agenda of this Annual General Meeting and be announced, provided this request is received in writing by the Company exclusively at the address Addiko Bank AG, 1010 Vienna, Wipplingerstraße 34/4, attn. Mr. Otto Herko-Menta no later than 31 March 2020 (24:00 hours, CET, Vienna time). Each item on the agenda so requested must be accompanied by a proposal for a resolution together with a statement of reasons. The agenda item and the proposed resolution, but not its justification, must in any case also be in German. The shareholder status shall be evidenced by the presentation of a deposit certificate pursuant to § 10a Austrian Stock Corporation Act, confirming that the shareholders making the request have been holders of the shares for at least three months prior to the date of the request and that the certificate may not be older than seven days at the time of its presentation to the company. Several deposit confirmations for shares, which only together represent the participation of 5%, must refer to the same time (day, time). With regard to the other requirements for deposit confirmations, please refer to the information on the right to participate (item III).

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2. Proposed resolutions of shareholders on the agenda pursuant to Section 110 AktG
Shareholders whose shares individually or collectively amount to 1% of the share capital may, in text form within the meaning of § 13 para. 2 AktG (Austrian Stock Corporation Act) submit proposals for resolutions together with their grounds and demand that these proposals, together with the names of the shareholders concerned, the grounds to be attached and any statement by the Management Board or the Supervisory Board, be made available on the Company's website entered in the commercial register, if this request is made in text form within the meaning of § 13 (2) of the Austrian Stock Corporation Act (AktG) by no later than 09 April 2020 (24:00 hours, CET, Vienna time) either by fax to +43 (0) 50232 72 - 2285 or to Addiko Bank AG, 1010 Vienna, Wipplingerstraße 34/4, currently Mr. Otto Herko-Menta, or by e-mail to otto.herko@addiko.com, whereby the request must be attached to the e-mail in text form within the meaning of § 13 para. 2 AktG, for example as a PDF file.

If text form is required for declarations within the meaning of Section 13 para. 2 AktG, the declaration must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the declaration must be named and the conclusion of the declaration must be made recognizable by reproduction of the signature or otherwise. The proposed resolution, but not its justification, must in any case also be written in German.

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3. Shareholders' right to information pursuant to section 118 AktG
Upon request, each shareholder is to be provided with information on the company's affairs at the Annual General Meeting to the extent that such information is necessary for a proper evaluation of an agenda item. The duty to provide information also extends to the legal relations of the Company to an affiliated company as well as to the situation of the group and the companies included in the consolidated financial statements.

The information may be refused if, according to reasonable business judgment, it is likely to cause significant disadvantage to the company or an affiliated company or its provision would be punishable by law.

Requests for information are to be made verbally at the Annual General Meeting, but can also be made in writing.

Questions, the answers to which require lengthy preparation, should be sent to the Management Board in text form in good time before the Annual General Meeting in order to ensure the economy of the meeting. The questions can be sent to the company by mail to Addiko Bank AG, attn. Mr. Otto Herko-Menta, or by e-mail to otto.herko@addiko.com will be transmitted.

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4. Applications by shareholders at the Annual General Meeting in accordance with section 119 AktG
Every shareholder - irrespective of a specific shareholding - is entitled to submit applications at the Annual General Meeting on any item on the agenda. The prerequisite for this is proof of eligibility to participate as defined in this invitation. If several applications have been submitted for one item on the agenda, the chairman shall determine the order of voting in accordance with Section 119 (3) AktG.

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5. Information on the website
Further information on these shareholder rights in accordance with Sections 109, 110, 118 and 119 of the Austrian Stock Corporation Act (AktG) is now available on the Company's website www.addiko.com under the menu items "Investor Relations" and "General Meeting".

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6. Information for shareholders on data processing
Addiko Bank AG processes the personal data of the shareholders (in particular those pursuant to Section 10a (2) of the Austrian Stock Corporation Act, i.e. name, address, date of birth, number of the securities account, number of the shareholder's shares, if applicable, share class, number of the voting card and, if applicable, name and date of birth of the authorised representative(s)) on the basis of the applicable data protection regulations, in particular the European General Data Protection Regulation (DSGVO) and the Austrian Data Protection Act, in order to enable the shareholders to exercise their rights within the framework of the Annual General Meeting.

The processing of shareholders' personal data is mandatory for the participation of shareholders and their representatives in the General Meeting in accordance with the Austrian Stock Corporation Act. The legal basis for the processing is thus Article 6 (1) c) DSGVO.

Addiko Bank AG is the responsible body for processing. Addiko Bank AG uses external service providers, such as notaries, lawyers, banks and IT service providers, for the purpose of organising the General Meeting. These service providers shall only receive from Addiko Bank AG such personal data as are required for the execution of the commissioned service, and shall process the data exclusively in accordance with the instructions of Addiko Bank AG. Addiko Bank AG has concluded a data protection agreement with these service providers, as far as legally required.

If a shareholder participates in the Annual General Meeting, all shareholders present or their representatives, the members of the Board of Managing Directors and the Supervisory Board, the notary public and all other persons with a legal right to participate in the Annual General Meeting may inspect the legally prescribed list of participants (Section 117 of the Austrian Stock Corporation Act) and thereby also view the personal data (including name, place of residence, shareholding relationship) mentioned therein. Addiko Bank AG is also legally obliged to submit personal shareholder data (in particular the subscriber directory) as part of the notarial record to the commercial register (§ 120 AktG).

The shareholders' data will be anonymised or deleted as soon as they are no longer necessary for the purposes for which they were collected or processed, and unless other legal obligations require further storage. Obligations to provide evidence and to retain data arise in particular from the law governing companies, shares and takeovers, from tax law and from money laundering regulations. In the event that legal claims are asserted by shareholders against Addiko Bank AG, or vice versa by Addiko Bank AG against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with judicial proceedings with civil courts, this may lead to the storage of data for the duration of the limitation period plus the duration of the legal proceedings until their legally binding conclusion.

Every shareholder has the right to information, correction, restriction, objection and deletion of personal data processed at any time, as well as the right to data transmission in accordance with Chapter III of the DSGVO. Shareholders may assert these rights free of charge against Addiko Bank AG via the e-mail address dpo.at@addiko.com or via the following contact details:

Addiko Bank AG
1010 Vienna, Wipplingerstrasse 34/4
Fax: +43 (0) 50232 72 - 2037

Shareholders also have the right of appeal to the data protection supervisory authority in accordance with Article 77 DSGVO.

Further information on data protection, in particular a request for information and a data protection declaration, can be found on the Company's website at www.addiko.com.

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VI. FURTHER INFORMATION AND NOTES

1. Total number of shares and voting rights
At the time the Annual General Meeting is convened, the share capital of the Company amounts to EUR 195,000,000.00 and is divided into 19,500,000 bearer shares. Each share carries one vote. Accordingly, the total number of voting rights at the time of the convening of the Annual General Meeting amounts to 19,500,000 voting rights. At the time the Annual General Meeting is convened, the Company holds neither directly nor indirectly treasury shares.

2. No guests
Please note that guests cannot be admitted from today's perspective.

3. Transmission of the Annual General Meeting on the Internet
It is intended to broadcast the Annual General Meeting on the Internet. All shareholders will be able to follow the entire Annual General Meeting on April 21, 2020 live on the Internet at www.addiko.com under the menu items "Investor Relations" and "General Meeting" from around 10:30 a.m. onwards.

Vienna, March 2020

The Management Board

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This document is a translation of the German original version. In case of any doubt the German original version prevails.
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Emitter:	Addiko Bank AG Wipplingerstraße 34 / 4.OG 1010 Wien Austria
Contact Person:	Addiko Investor Relations Team
Phone:	+43 (0) 50232 2070
E-Mail:	investor.relations@addiko.com
Website:	www.addiko.com
ISIN(s):	AT000ADDIKO0 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade)