Publication pursuant to section 65a BWG

Publication of Steiermärkische Bank und Sparkassen AG regarding Corporate Governance and Remuneration pursuant to section 65a of the Austrian Banking Act (BWG)

Pursuant to § 65a of the Austrian Banking Act (BWG), Steiermärkische Bank und Sparkassen AG is obliged to discuss compliance with the following provisions of the Austrian Banking Act on its website:

1) §§ 5 para. 1 no. 6 to 9a: Qualification requirements for managing directors

The qualification requirements for management board members of savings bank are governed by the internal guideline for the selection and suitability assessment of management board members of savings bank. In accordance with the relevant legal provisions, this guideline defines the internal regulatory framework for the selection and suitability assessment of proposed and appointed management board members and represents an important benchmark for good corporate governance and corporate control. The following criteria form the basis for the assessment of proposed and appointed Executive Board members: personal reliability, professional suitability and required experience as well as governance criteria (potential conflicts of interest, independence, time availability, overall composition of the Executive Board, diversity).

2) § 28a para. 5 no. 1 to 5: Qualification requirements for members of the Supervisory Board

The qualification requirements for members of the Supervisory Board of Steiermärkische Bank und Sparkassen AG are defined in the internal guideline for the selection and suitability assessment of supervisory board members of Steiermärkische Bank und Sparkassen AG". In accordance with the relevant legal provisions, this guideline governs the internal regulatory framework for the selection and suitability assessment of proposed and appointed supervisory board members and represents an important benchmark for good corporate governance and corporate control. The following criteria form the basis for the assessment of proposed and appointed supervisory board members: personal reliability, professional suitability and required experience as well as governance criteria (potential conflicts of interest, independence, time availability, overall composition of the Supervisory Board, diversity).

3) § 29: Nomination Committee

A nomination committee has been established at savings bank that meets the requirements of § 29 of the BWG. The tasks as well as the functioning of the committee are defined in the rules of procedure for the nomination committee of Steiermärkische Bank und Sparkassen AG. The nomination committee is responsible, in particular, for preparing proposals for the selection of management board and supervisory board members and for assessing their suitability in accordance with the standards set out in points 1) and 2).

4) § 39b including the Annex: Principles of Remuneration Policy

The principles of the remuneration policy of Steiermärkische Bank und Sparkassen AG, both for variable and fixed remuneration, are laid down in a corresponding guideline ("Principles of the Remuneration Policy"). This policy is reviewed annually and - if necessary - adapted. Approval of the Remuneration Policy guideline is the responsibility of the Remuneration Committee. The principles are based on the legal requirements, in particular § 39b of the BWG including the annex in implementation of Directive 2013/36/EU (CRD V) and on the relevant circular issued by the FMA (status: 2022). In addition, the EBA guidelines on sound remuneration policies (EBA/GL/2021/04) and on remuneration policies and practices in relation to the sale and provision of retail banking products and services (EBA/GL/2016/06) have been taken into account. Supporting principles of the savings bank Remuneration Policy, which reflects the principles of the remuneration policy, are e.g. a balanced relationship between fixed and variable remuneration components, ensuring risk adequacy and sustainability in the remuneration policy and a transparent link between performance/success and remuneration with due consideration of consumer interests.

5) § 39c: Remuneration Committee

At savings bank, a remuneration committee has been established that complies with the requirements of § 39c of the BWG. The tasks as well as the functioning of the committee are defined in the rules of procedure for the remuneration committee of savings bank. In particular, the remuneration committee is responsible for monitoring the remuneration policy, remuneration practices and remuneration-related incentive structures.

As part of the principles of the remuneration policy, the Remuneration Committee also approves the procedure for identifying the employees whose professional activities have a material impact on the risk profile of the institution and approves once a year the list of members of the identified staff drawn up on the basis of this procedure.

6) § 64 para 1 sub-paras 18 and 19: Extended disclosures in the notes relating to establishments and total capital profitability:

As part of the preparation of the annual financial statements, it is ensured that the required extended disclosures in the notes are included in the notes in accordance with the statutory provisions and are thus subject to audit by the auditor.