1. Martin Mainer, Boat on the Horizon III acrylic, oil, canvas (210x290 cm), Michal Nesázal, Box 3 paper, collage,

Transcription

1 Annual Report 2014

2 Martin Mainer, Boat on the Horizon III acrylic, oil, canvas (210x290 cm), Michal Nesázal, Box 3 paper, collage, Petr Nikl, Filip oil on canvas (155x150 cm), Markéta Othová, Untitled large format photograph, Baryta paper, acrylic (104x153 cm),

3 Table of Contents Presentation part Financial part Selected Financial Indicators, 5 Foreword, 7 Report by the Board of Directors, 9 Bank management, 15 Organizational structure, 26 Report of the Supervisory Board, 28 Correspondent banks, 29 Declaration, 30 Independent Auditor s Report to the Shareholders of J & T BANKA, a.s., 32 Consolidated statement of financial position, 35 Consolidated statement of comprehensive income, 36 Consolidated statement of changes in equity, 38 Consolidated statement of cash flows, 42 Notes to the consolidated financial statements, 44 Report on relations between related parties, 134 Information about securities and the Issuer, 150 Page 2 / 3

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5 Selected Financial Indicators Selected Financial Indicators IFRS consolidated results in MCZK ANNUAL FIGURES Profit before tax 1, , Tax (381) (151) (272) (85) (62) Share of profit of equity-accounted investees Profit from continuing operations 1, Profit from discontinued operations Profit for the year 1,342 1,069 1, BALANCES AS AT YEAR-END Equity 15,343 14,046 7,417 5,235 3,505 Amounts owed to financial institutions 4,616 5,083 11,248 9,110 2,754 Amounts owed to customers 106,946 85,823 64,032 55,023 39,266 Due from financial institutions 7,164 3,556 6,865 9,091 6,658 Loans and advances to customers 71,170 60,004 41,150 36,584 29,487 Assets 133, ,237 88,401 72,558 47,029 FINANCIAL RATIOS Return on Equity 9.13% 9.96% 16.06% 6.16% 7.79% Return on Assets 1.10% 1.08% 1.26% 0.45% 0.61% Capital adequacy 13.44% 15.85% 11.87% 12.08% 11.56% Total equity/total assets 11.47% 12.74% 8.39% 7.21% 7.45% Average number of employees Assets per employee Administrative expenses per employee (3) (3) (3) (2) (2) Profit after tax per employee Page 4 / 5

6 Vladimír Kokolia, Steam Above a Pot oil, canvas (170x160cm), Michal Pěchouček from the Hall series (200x100 cm) oil, pastel, canvas, Kateřina Vincourová Fruits of My Imagination inflatable sculpture, various sizes (4x4 m),

7 Management Foreword banky Foreword Dear Clients, Business Partners and Friends, I hope that 2014 was as successful a year for you as it was for us. Several times in a row now, we have concluded the year with excellent results, completed a number of major transactions, launched brand new and unique products, and established new partnerships while strengthening the existing ones. Our efforts yielded not only sound financial performance but also many awards. In 2014, as in previous years, we played a significant role in the investment market. After many successfully placed bond issues, we were the first in the Czech market to introduce subordinated income certificates, which attracted great interest from investors. We strengthened our image as an investment expert, as evidenced by an increase in the amount of assets under management in funds maintained by the investment company and in individual portfolios. Successfully completed transactions included the acquisition of a 58% stake in Croatian VABA d.d. banka Varaždin, which helped us expand our presence in Central and Southern Europe, and the establishment of J&T VENTURES, a venture capital fund that focuses on supporting and developing start-ups. A tailored approach and open communication with our clients have always been our priorities. We are pleased to have again ranked among the best in the Fincentrum Private Bank of the Year competition in In Slovakia, we won the prestigious 2014 Hermes Communicator of the Year award in the private banking category. Our customers satisfaction is attested by, among other things, a 44% increase in their number year-on-year. greatly appreciate the 2014 TOP Employer award that we won in Slovakia, becoming the most preferred Slovak employer in the finance, banking and insurance category. These awards represent a great commitment for us going forward. Outside of the banking sector, we continued to support the fine arts and ultimately created our own collection, the works of which are presented in this annual report. In 2014 we became the general partner of a prestigious international show jumping competition, which, thanks to us, returned to the Czech Republic after more than five years. Thank you for your support. We look forward to our continued cooperation and partnership with you. A growth in the number of clients while maintaining the high standard of our services necessitates the expansion of our infrastructure and, above all, human resources. We consider our employees a great asset that enables our achievements and continuous growth. Therefore, we Štěpán Ašer, MBA Generální ředitel J&T BANKY, a.s. Page 6 / 7

8 DEPOSITS CONTRACTUAL MATURITY % On demand 6% 1 month and more 64% 12 months and more 14% 3 months and more 3% 6 months and more DEPOSITS CONTRACTUAL MATURITY % On demand 6% 1 month and more 61% 12 months and more 14% 3 months and more 6% 6 months and more

9 Report by the Board of Directors Report by the Board of Directors 2014 Roundup 2014 marked an exceptionally successful year for the Group. We managed to generate record financial results and to achieve the ambitious goals. For the third time in a row, the Group s profits after tax exceed CZK 1 billion, and the Group s balance sheet sum exceeded CZK 133 billion. In 2014, the Group was the first entity in the Czech market to issue a new type of security own subordinated unsecured income certificate. The certificate yields exceptional capitalisation; with the income paid out quarterly. Such certificates could complement the portfolio of the investors seeking long-term income. The certificate is listed at the Prague Stock Exchange. The Group sees the certificate s issue as a major business success. During the first two trading weeks, two thirds of the planned volume of CZK 1 billion were subscribed, thus allowing the Group to solidify its capital. In 2014, the Group also launched its support to new businesses and start-ups. We established a venture capital fund J&T VENTURES, offering not only funding but also business know-how. We became the Czech Republic s partner of the Idea of the Year competition. Its aim is to support talents among young or starting-up entrepreneurs and firms. The Bank is also the partner of a similar competition, the Business Idea of the Year, in Slovakia. By accomplishing the acquisition of a 58% stake in Croatian VABA d.d. banka Varaždin as at 9 June 2014, the Bank continues to strengthen and expand its presence in Central and Southern Europe. In 2014, the Group also received several prestigious awards, which evidence the Group s success in the financial sector. The 2014 results reflect the full impact of 2013 transactions, in particular the acquisition of Poštová banka a.s., and the increase in registered capital of J & T BANKA, a.s. towards the end of These two drivers enabled the dynamic grow of the Group s loan portfolio, and consequently also the interest revenue. The year-on-year increase in profit for the year is largely due to the increase in net interest revenue by 59 % (to CZK billion). Net income from fees and commissions grew by 43% (to CZK 642 million). The Group also followed on the success of the bond issues in previous years; with the fees for new bond issues and fees from bills of exchange representing a major portion of Group s income from fees. The Group enlarged its bond offer by new or additional issues of CPI, J&T FINANCE GROUP SE, Dairewa or J&T Securities. The Group also listed Tatra Mountains Resorts bonds on the Bratislava Stock Exchange. In the autumn, the new life-cycle funds called J&T LIFE enriched the successful portfolio of J&T funds. Alongside the increase of operating revenues (+33 %); the operating expenses also recorded a year-on-year increase. The increase in operating expenses is in line with the Group s objectives and does not exceed 30% (+29 %). The yield on the investment in Poštová banka, a.s. for 2014 exceeded CZK 300 million. As at the end of 2014, equity amounted to CZK billion. Thus, the Group is capitally equipped and prepared for a further dynamic grow and development. Consolidated capital adequacy reached %. Financial results The Group concluded 2014 with a balance sheet sum of CZK billion. Profits after tax reached CZK billion, which is a year-on-year increase by 26%. Business Last year, the Group continued in its dynamic growth in its management of client assets. The number of clients rose again, exceeding clients. Page 8 / 9

10 CAPITAL REQUIRMENT 15,000 20% 12, % 9,000 15% 6, % 3, / / / / / / % Regulatory capital (mil. CZK) Capital adequacy ratio (%)

11 Report by the Board of Directors The year-on-year increase in the balance sheet sum of 21% in 2014 is largely due to the increase in client deposits, which reached CZK billion (+25%). Longterm deposits with a term exceeding 12 months continue to grow. The Group s long-term objective is to increase the proportion of investments in the total client assets. Last year, we offered our clients a total of nine bond issues placed on the Czech and Slovak market. The total volume of these issues exceeded CZK 6.84 billion and EUR million (CZK billion). Mutual funds managed by J&T INVESTIČNÍ SPOLEČNOST, a.s. are also a crucial part of our investment product offer. In 2014, we expanded our offer of funds by three life-cycle funds called J&T LIFE. As the first entity in the CEE region, we issued a new type of security in the Czech market own subordinated unsecured income certificates. These shares bear the investors fixed income for an unlimited period of time. This unique instrument was well received by the Czech investors, with two thirds of the one-billion issue subscribed within the first two weeks after the issue. Last year, the Group also recorded a significant growth in loans, with the loan volume up by 19% year-on-year (CZK 71.2 billion). Corporate social responsibility We have always supported projects that strive to cultivate the society we are a part of; and projects establishing the Czech and Slovak Republic on the cultural map of the world. Thus, we provide and facilitate interesting experiences not only to our clients. In 2014, we continued to focus on the fine arts. We are the general partners of the Rudolfinum Gallery in Prague, the Gallery of Fine Arts in Ostrava and the Slovak National Gallery in Bratislava. We created our own collection comprising works of art of contemporary artists and the laureates of the Jindřich Chalupecký Award. The next activity is also linked to this award: we published the MEZERA book mapping 25 years of modern and contemporary art. Young artists continue to enjoy our support; and we are the partner of the Oskar Čepan Award and the aforementioned the Jindřich Chalupecký Award. To further support young artists in Slovakia, we established a partnership with the Academy of Fine Arts and Design in Bratislava. Thanks to two unique projects, we showed to the society that the art links cultural experience with the world of investments. In the Czech Republic, we created a unique list of artists, the J&T BANKA Art Index. The index could be perceived as the guide to the investors who are not familiar with contemporary arts. In Slovakia, the public will remember us thanks to the Music vs. Stock Exchange project, in which the respected music producer Stroon transformed the New York Stock Exchange s dynamic curve into music. Human resources and technology To retain the high standard of the services, the development in the field of human resources and IT is a necessity. We realise that motivated and well-educated employees are of crucial corporate value. We not only enlarged the offer of employee benefits within the Magnus club, but we also created a system for internal training focused in particular on the development of financial thinking and soft skills. We are open to young talents; this is why we also support university students. We took part in the Career Days and became the general partner of the GMC student competition. For the third consecutive year, our Trainee programme for university students and graduates has been in place and is becoming more and more popular. The results of the survey conducted by the Profesia website and Forbes magazine in Slovakia indicate that the Group is one of the most favoured employers. Major changes and enhancements have been implemented in the field of information systems. The infrastructure of data centres was enhanced significantly through the Page 10 / 11

12 LOANS & DEPOSITS 120,000 80% 100,000 75% 80,000 60,000 70% 40,000 65% 20, / / / / / / % Loans and advances to customers (mil. CZK) Amounts owed to customers (mil. CZK) Loan / Deposit ratio (%) DEPOSITS OF CLIENTS 120,000 60, ,000 50,000 80,000 40,000 60,000 30,000 40,000 20,000 20,000 10, / / / / / / Deposits and loans from customers (mil. CZK) Number of clients

13 Report by the Board of Directors Group s contractual partner; the capacity of data storage media and computing performance were also increased. The Group continued to develop the Customer Relation Management System, a key application for the internal client management. As regards client applications, a new electronic banking system the eportal was launched. It enables the clients to manage their assets comprehensively and comfortably. Another crucial 2014 project was the gradual launch of the data warehouse, the basis for day-to-day business and operational reporting and possibly also the basis for the regulatory reporting in the future. The Group continued to look for a suitable banking information system that would cope with the dynamic development and would meet the high requirements on the system s performance. Outlook and goals As we enter 2015, we are still facing a number of challenges. Our success and growth in the past years primarily represent an obligation for us. We have established ourselves as a group with a unique approach to clients and stress the importance of client convenience and an individual approach. As the number of clients has been growing, the requirements on the Group s infrastructure underwent a significant change. The wishes and requirements of our clients have been continuously changing, too. Apart from the personal contact with one s private banker who serves as an important guide of the client through the world of investments and a key link in solving individual requirements, electronic communication and support have been playing a more and more important role as well. new employees has been growing, the requirements on education have also shown an increase. The Group continues to develop its internal training programme. As for our financial goals, we expect the operating profit to grow further this year. We expect a further growth of the Group s total assets primarily thanks to an increase in the volume of clients deposits. However, our major goal is to increase the share of investments in the total volume of assets under management and our long-term goal is for at least 60% of the total volume of our assets to consist of investments. In terms of capital adequacy, the Group aims not only at meeting the limits set by the regulator, but also at establishing a sufficient capital pool to ensure Group s stability and further growth. Despite the demanding goals which lie ahead of us we believe that this year will be a success similar to 2014 and that in addition to positive financial results we will continue to satisfy our clients needs. Statement In the best of our knowledge, the annual report presents a true and fair view of business activities, financial position and the results of operations of the Bank and the Group in 2014 and of the outlook of the future development of the financial position, business activities and results of their operations. Our major task is to keep the care for clients on the high level expected by our clients. With regard to the dynamic growth of the Bank, this would mean primarily a further increase in the number of members of the client care team and private banking team employees. The Sales and Client Support division would thus represent approximately a third of the Group s employees. As the number of Page 12 / 13

14 Patrik Tkáč Štěpán Ašer, MBA Igor Kováč Andrej Zaťko Vlastimil Nešetřil

15 Bank management Bank management Board of Directors Supervisory Board Patrik Tkáč Chairman of the board of directors Jozef Tkáč Chairman of the Supervisory Board Štěpán Ašer, MBA Member of the board of directors Ivan Jakabovič Member of the Supervisory Board Igor Kováč Member of the board of directors Dušan Palcr Member of the Supervisory Board Andrej Zaťko Member of the board of directors Jozef Šepetka Member of the Supervisory Board Vlastimil Nešetřil Authorized signatory Jozef Spišiak Member of the Supervisory Board Jozef Šimovčík Member of the Supervisory Board Page 14 / 15

16 BOARD OF DIRECTORS The Bank s statutory body is the Board of Directors, which manages the Bank s business activities and acts on its behalf in the manner described in the Bank s Articles of Association and in the Commercial Register. The Board of Directors decides on all of the Bank s matters that do not fall within the remit of the General Meeting or the Supervisory Board under applicable legislation, the Articles of Association or a resolution of the General Meeting. The Board of Directors is elected by the Supervisory Board. The Czech National Bank reviews the professional qualifications, credibility and experience of all members of the Board of Directors. The Board of Directors appoints a chairman from among its members. The remuneration of members of the Bank s Board of Directors falls within the remit of the General Meeting. Members of the Board of Directors are elected for a five-year term (the re-election of members of the Board of Directors is permitted). The Board of Directors is responsible for establishing a comprehensive and appropriate internal governance system and for ensuring its operation and effectiveness on a consistent basis. It is also responsible for setting: the Bank s overall strategy; the rules for ethical and professional standards and employee conduct; and human resources management principles. In addition, the Board of Directors is responsible for ensuring that the requirements for the credibility, knowledge and experience of individuals performing its activities are set, maintained and applied; and that the Bank consistently applies appropriate management, administrative, accounting and other procedures. In particular, the Bank s Board of Directors approves and regularly evaluates the Bank s overall strategy, organisational structure and risk management strategy, including risks arising from the macroeconomic environment in which the Bank operates, taking into account the economic cycle and the principles of accepting, identifying, assessing, measuring, monitoring, reporting and mitigating the occurrence and impact of risks to which the Bank is or may be exposed. It approves the strategy related to capital; the information and communication systems development strategy; internal control system principles, including principles relating to preventing potential conflicts of interest, compliance and internal audit; security principles, including those relating to information and communication systems; a set of limits, including the total accepted level of risk and any internally set capital, liquidity and other prudential provisions or premiums that the Bank uses to mitigate risks within the level of risk accepted by the Bank. Further, the Board of Directors approves new products, activities and systems and other matters of significant importance or potential relevance to the Bank (the Bank s Board of Directors may delegate this authority to a designated committee). It approves the strategic (fouryear) and periodic (annual) internal audit plan. As at 31 December 2014 the Board of Directors had the following four members: Patrik Tkáč Chairman of the Board of Directors and Director of the Financial Markets Department Appointed to the Board of Directors effective from: 3 June 1996 / Appointed until: 22 July 2018 He is a graduate of the Faculty of National Economy of the University of Economics in Bratislava. In 1994 he obtained a broker s licence from the Slovak Ministry of Finance and co-founded J & T Securities, s. r. o., a stockbrokerage firm. He is a leading representative of the J&T group and the Chairman of the Board of Directors of J & T BANKA, a.s. At the Issuer, he is in charge of the Financial Markets and Czech Family Office Divisions. In addition, he is, or in the past five years has been, involved in the following companies:

17 Bank management ATLANTIK finanční trhy, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board chairman, status: active Nadace Sirius.: Thunovská 12, Praha 1, IČ: , position: founder, status: active J&T INVESTIČNÍ SPOLEČNOST, a.s.: Pobřežní 14/297, Praha 8, IČ: , position: supervisory board chairman, status: deleted 27 Dec J&T FINANCE GROUP SE: Pobřežní 297/14, Praha 8, IČ: , position: deputy chairman of the board of directors, status: active J&T FINANCE GROUP, a.s., org.složka: Pobřežní 297/14, Praha 8, IČ: , position: deputy chairman of the board of directors, status: deleted 7 Aug Nadační fond J&T : Prosecká 851/64, Prosek, Praha 9, IČ: , position: supervisory board member, status: active CZECH NEWS CENTER a. s.: Komunardů 1584/42, Praha 7, IČ: , position: supervisory board chairman, status: active J&T Family Office, a. s.: Malostranské nábřeží 563/3, Praha 1, IČ: , position: supervisory board member, status: active J&T IB and Capital Markets, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board member, status: active VABA d.d. banka Varaždin: Praha 8, Pobřežní 297/14, PSČ , IČ: , position: supervisory board member, status: active Štěpán Ašer, MBA Member of the Board of Directors and CEO Appointed to the Board of Directors effective from: 30 May 2006 / Appointed until: 2 June 2016 He graduated from the School of Business and Public Management at the George Washington University in Washington, DC, majoring in finance and financial markets. He then gained an MBA degree from the Rochester Institute of Technology. He has been working in finance in the Czech Republic since 1997, first as an analyst and later as a portfolio manager at Credit Suisse Asset Management. From 1999 to 2002, he was a member of the Board of Directors of Commerz Asset Management in charge of portfolio management and sales. At Česká spořitelna, he briefly specialised in asset management for institutional clients. He joined J & T BANKA, a.s. in Štěpán Ašer is in charge of the Czech Operations and Sales Departments, the Information Systems and Administration Divisions, and the Security and Process and Project Management Departments. In addition, he is, or in the past five years has been, involved in the following companies: ATLANTIK finanční trhy, a.s. : Pobřežní 297/14, Praha 8, IČ: , position: chairman of the board of directors, status: active J&T INVESTIČNÍ SPOLEČNOST, a.s.: Pobřežní 14/297, Praha 8, IČ: , position: supervisory board member, status: active J&T IB and Capital Markets, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board chairman, status: active Bea Development, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board chairman, status: deleted 18 Jan Page 16 / 17

18 J&T Bank ZAO: Moskva, Kadševskaya, Ruská federace, IČ: , position: supervisory board member, status: active J&T Bank ZAO: Moskva, Kadševskaya, Ruská federace, IČ: , position: supervisory board member, status: active Igor Kováč Member of the Board of Directors and Director of the Finance Department Andrej Zaťko Member of the Board of Directors and Manager of the branch of J & T BANKA, a.s. in Bratislava Appointed to the Board of Directors effective from: 16 February 2011 / Appointed until: 16 February 2016 Appointed to the Board of Directors effective from: 4 April 2011 / Appointed until: 4 April 2016 In 1998 he graduated from the Faculty of National Economy of the University of Economics in Bratislava. He has spent his entire professional career in finance, working in banking since 2000, when he joined Hypovereinsbank Slovakia as Senior Controller. From 2002 to 2008 he worked at Volksbank Slovakia as the Director of the Finance Department. He joined J & T BANKA, a.s. in Igor Kováč is in charge of the Finance and Risk Management Divisions. In addition, he is, or in the past five years has been, involved in the following companies: J&T INVESTIČNÍ SPOLEČNOST, a.s.: Pobřežní 14/297, Praha 8, IČ: , position: supervisory board member, status: active J&T SERVICES ČR, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board member, status: active J&T IB and Capital Markets, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board member, status: active VABA d.d. banka Varaždin: Praha 8, Pobřežní 297/14, PSČ , IČ: , position: supervisory board member, status: active He studied at the Faculty of Economic Informatics of the University of Economics in Bratislava. Since 1997 he has been working at J & T BANKA, a.s. in various roles, fully focusing on private banking as of In the past he was a member of the management team at Asset Management. He specialises in wealth structuring and asset management. Andrej Zaťko is in charge of the Slovak Sales and Operations Divisions and the Magnus Department, as well as being the Director and Manager of the foreign branch of J & T BANKA, a.s. ART FOND - Stredoeurópsky fond súčasného umenia, a. s.: Dvořákovo nábrežie 8, Bratislava, IČ: , position: hairman of the board of directors, status: active ARTHCON, s. r. o.: Holubyho 1311/38, Bratislava, IČ: , position: shareholder, status: deleted 21 March 2012 ProBUILD, družstvo v likvidácii: Segnerova 689/2, Bratislava, IČ: , position: member of the boar of directors, status: deleted 30 Nov SUPERVISORY BOARD The Supervisory Board is the Issuer s supervisory body. Its activity is regulated by applicable legislation and the Bank s Articles of Association. The Supervisory Board oversees the activity of the Board of Directors and the Issuer s business activities. Members of the Supervisory Board are

19 Bank management elected and removed by the General Meeting (or the sole shareholder), except for members elected by the Issuer s employees. No member of the Bank s Supervisory Board performs any activities outside the Bank that are material to the Bank. In accordance with the Articles of Association, the Supervisory Board has six members. Members of the Supervisory Board are elected for a five-year term. Geodezie Brno, a.s. v likvidaci: Dornych 47, Brno, IČ: , position: supervisory board chairman, status: active J&T FINANCE GROUP SE: Pobřežní 297/14, Praha 8, IČ: , position: chairman of the board of directors, status: active Jozef Tkáč Chairman of the Supervisory Board (not an employee of the Bank) J&T FINANCE GROUP, a.s., org.složka: Pobřežní 297/14, Praha 8, IČ: , position: chairman of the board of directors, status: deleted 7 Aug Appointed to the Supervisory Board effective from: 3 June 1998 / Appointed until: 15 October 2018 J & T Investment Pool - I- CZK, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: chairman, status: active After completing his studies at the University of Economics, he joined the Slovak headquarters of the State Bank of Czechoslovakia (SBC) in Bratislava. In 1989 the Slovak government and the management of SBC tasked him with setting up an investment bank in Slovakia. In 1990 he became the managing director of the Slovak headquarters of Investiční banka, s. p. ú., Praha and, following the privatisation and division of Investiční banka Praha, he became the president of Investičná a rozvojová banka, a. s. (IRB) in Bratislava. After a change in the bank s ownership and the completion of the privatisation of IRB, a.s., he became the President of the J&T group and the Chairman of the Board of Directors of J&T FINANCE GROUP SE. In addition, he is, or in the past five years has been, involved in the following companies: Poštová banka, a.s.: Dvořákovo nábrežie 4, Bratislava, IČ: , position: supervisory board member, status: active TECHNO PLUS, a. s.: Lamačská cesta 3, , Bratislava IČ: , position: member of the boar of directors, status: deleted 1 Jan Equity Holding, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: chairman of the board of directors, status: active ATLANTIK finanční trhy, a.s. : Pobřežní 297/14, Praha 8, IČ: , position: supervisory board member, status: active J&T SERVICES ČR, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board chairman, status: active Ivan Jakabovič Member of the Supervisory Board (not an employee of the Bank) Appointed to the Supervisory Board effective from: 3 June 1998 / Appointed until: 15 October 2018 He graduated from the Faculty of Economic Informatics of the University of Economics in Bratislava. He obtained a broker s licence from the Slovak Ministry of Finance. In 1994 he co-founded J & T Securities, s.r.o., a stockbrokerage firm. In addition, he is, or in the past five years has been, involved in the following companies: Page 18 / 19

20 Equity Holding, a.s.: Pobřežní 297/14, Karlín, Praha 8, IČ: , position: supervisory board member, status: deleted 23 July 2014 EP Energy, a.s.: Příkop 843/4, Zábrdovice, Brno, IČ: , position: supervisory board chairman, status: active J & T Investment Pool - I- CZK, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: member of the boar of directors, status: active Energetický a průmyslový holding, a.s.: Příkop 843/4, Zábrdovice, Brno, IČ: , position: supervisory board chairman, status: active J&T FINANCE GROUP SE: Pobřežní 297/14, Praha 8, IČ: , position: deputy chairman of the board of directors, status: active J&T FINANCE GROUP, a.s., org. složka: Pobřežní 297/14, Praha 8, IČ: , position: deputy chairman of the board of directors, status: deleted 7 Aug EP Industries, a.s.: Příkop 843/4, Brno, IČ: , position: supervisory board member, status: active Honor Invest, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board chairman, status: deleted 3 Feb Nadační fond J&T: Prosecká 851/64, Praha 9, IČ: , position: supervisory board member, status: active Bratislava, IČ: , position: shareholder, status: active J&T Investment Pool - I - SKK, a.s.: Lamačská cesta 3, Bratislava, IČ: , position: chairman of the board of directors, status: active KOLIBA REAL a.s.: Lamačská cesta 3, Bratislava, IČ: , position: chairman of the board of directors, status: active TECHNO PLUS, a. s.: Lamačská cesta 3, Bratislava, IČ: , position: member of the boar of directors, status: deleted 1 Jan Spoločné zdravotníctvo, a.s.: Nemocničná 7, Humenné, IČ: , position: supervisory board member, status: deleted 28 Aug Dušan Palcr Member of the Supervisory Board and Advisor to the Chairman of the Board of Directors Appointed to the Supervisory Board effective from: 9 September 2008 / Appointed until: 15 October 2018 He graduated from the Faculty of Business and Economics of Mendel University in Brno. From 1995 to 1998 he worked in bank supervision at the Czech National Bank. He joined the J&T group in He was a member of the Board of Directors of J & T BANKA, a.s. in charge of the Finance and Banking Operations Departments. As of 2003 he is a member of the Board of Directors of J&T FINANCE GROUP SE (formerly J & T FINANCE, a.s.). První zpravodajská a.s.: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board member, status: active J & T Securities, s.r.o.: Dvořákovo nábrežie 8, In addition, he is, or in the past five years has been, involved in the following companies: J&T Sport Team ČR, s.r.o.: Pobřežní 297/14, Praha 8, IČ: , position: executive, status: active

21 Bank management Waldštejn Catering Praha s.r.o.: Václavské náměstí 839/7, Praha 1, IČ: , position: shareholder, status: active První zpravodajská a.s.: Praha 8, Pobřežní 297/14, , IČ: , position: supervisory board chairman, status: active AERO GROUP, a.s. v likvidaci: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board member, status: active J & T REAL ESTATE CZ, a.s.: Praha 8, Pobřežní 620/3, , IČ: , position: chairman of the board of directors, status: deleted 23 Dec J&T FINANCE GROUP SE: Pobřežní 297/14, Praha 8, IČ: , position: deputy chairman of the board of directors, status: active I. Český Lawn - Tennis Klub Praha: Ostrov Štvanice č.ev. 38, Holešovice, Praha, IČ: , position: executive committee member, status: active AC Sparta Praha fotbal, a.s. : Tř. Milady Horákové 1066/98, Praha 7, IČ: , position: supervisory board chairman, status: active PBI, a.s.: Pobřežní 297/14, Karlín, Praha 8, IČ: , position: supervisory board member, status: active J & T REAL ESTATE CZ, a.s.: Pobřežní 620/3, Praha 8, IČ: , position: member of the boar of directors, status: deleted 17 Jan Jozef Šepetka Jozef Šepetka, Member of the Supervisory Board and Advisor to the Chairman of the Board of Directors J&T FINANCE GROUP, a.s., org.složka: Pobřežní 297/14, Praha 8, , position: deputy chairman of the board of directors, status: deleted 7 Aug Health Care Financing, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: member of the boar of directors, status: active Honor Invest, a.s.: Pobřežní 297/14, Praha 8, IČ: , position: supervisory board member, status: deleted 3 Feb Appointed to the Supervisory Board effective from: 9 September 2008 / Appointed until: 15 October 2018 He graduated from the Faculty of Law of Charles University. Since 1990 he has held various roles in state administration for example, in 1992 he started working at the Ministry of Foreign Affairs of the Czech Republic. In 1998 he joined J & T BANKA, a.s. as a consultant. In addition, he is, or in the past five years has been, involved in the following companies: Nadační fond J&T : Prosecká 851/64, Prosek, Praha 9, IČ: , position: supervisory board member, status: active MERIDIANSPA ŠTVANICE, a.s.: Pobřežní 620/3, Praha 8, IČ: , position: chairman of the board of directors, status: active Corinth s.r.o.: Makovského 1394/8a, Praha 6, IČ , position: shareholder, status: active Společenství pro dům Náměstí Interbrigády 950/2, Praha 6: Náměstí Interbrigády 950/2, Praha 6, IČ , position: committee member, status: deleted 12 June 2014 Page 20 / 21

22 ALESTA BUSINESS s.r.o.: Zíkova 708/5, Praha 6, IČ , position: shareholder, status: deleted 9 May 2014 Společenství V Podbabě 2738, Praha 6: V Podbabě 2738/12, Praha 6, IČ , position: committee member, status: active Appointed to the Supervisory Board effective from: 9 December 2013 / Appointed until: 9 December 2018 He graduated from the University of Economics in Bratislava. He joined J & T BANKA, a.s. in Currently, he works as the Director of the Operations Division of the foreign branch of J & T BANKA, a.s. in Bratislava. Společenství vlastníku v domě Zíkova 708: Zíkova 708/5, Praha 6, IČ , position: committee deputy chairman, status: active KONTRAFILM s.r.o.: V Podbabě 2738/12, Praha 6, IČ , position: shareholder, status: active In addition, he is, or in the past five years has been, involved in the following companies: ProBUILD, družstvo v likvidácii: Segnerova 689/2, Bratislava, IČ: , position: member of the boar of directors, status: deleted 30 Nov Jozef Spišiak Member of the Supervisory Board elected by employees Appointed to the Supervisory Board effective from: 9 December 2013 / Appointed until: 9 December 2018 He graduated from the Faculty of Economics of the Military Academy and the Faculty of Law of Comenius University in Bratislava. He has spent his entire professional career in finance, working at the Czech National Bank until Until 2012 he was a member of the Board of Directors of J & T BANKA, a.s. In addition, he is, or in the past five years has been, involved in the following companies: Investment Finance Group, a.s.: Pobřežní 297/14, Praha 8, IČ , position: agent, status: deleted 5 Jan Jozef Šimovčík Member of the Supervisory Board elected by employees, Director of the Operations Division PRIORA, a.s: Dvořákovo nábrežie 10, Bratislava, IČ: , position: supervisory board member, status: active STAVOINDUSTRIA SK, a.s.: Galvaniho 12, Bratislava, IČ: , position: supervisory board member, status: active Within the meaning of Section of Annex I to the Prospectus Regulation, the Issuer confirms that in the last five years: no member of the Board of Directors or Supervisory Board has been convicted of fraud; no member of the Board of Directors or Supervisory Board acting in the capacity of an administrative, management or supervisory body or in the capacity of a senior manager has been associated with any bankruptcy or receivership; no member of the Board of Directors or Supervisory Board has been publicly incriminated or penalised by statutory or regulatory authorities (including designated professional bodies); and no member of the Board of Directors or Supervisory Board has been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of any issuer.

23 Bank management COMMITTEES OF THE BANK Executive Committee The Executive Committee (the EC ) is established by the Bank s Board of Directors to be the Board of Directors advisory body whose main objective and purpose is to support the operational management of the Bank s activities at the collective body level. The EC s decisions are binding for all employees of the Bank. In particular, the EC sets procedures for providing banking services; designs rules for the Bank s internal operation; is responsible for implementing approved strategies; recommends measures to the Bank s Board of Directors to remedy any deficiencies identified; and ensures that the measures adopted by the Bank s Board of Directors are implemented. The EC has sufficient personnel and responsibilities to fulfil these tasks. Members of the EC are appointed and removed by the Bank s Board of Directors. The EC has 11 members. As at 31 December 2014 it had the following members: Nešetřil Vlastimil, Chairman of the EC, Executive Director Drahotský Daniel, Member of the EC, Director of the Financial Markets Division Kučerová Mária, Member of the EC, Director of the Finance Division Málek Petr, Member of the EC, Director of the Marketing Department Martinek Miloslav, Member of the EC, Director of the Information Systems Division Tkáčová Alena, Member of the EC, Director of the Sales Division Tomeš Libor, Member and Secretary of the EC, Director of the Process and Project Management Department Sležka Milan, Member of the EC, Director of the Operations Division Václavíková Zita, Member of the EC, Director of the HR Department Mastný Miloslav, Member of the EC, Director of the Administration Division Křenková Alena, Member of the EC (without a voting right), Director of the Internal Audit and Inspection Department Asset and Liability Committee The Asset and Liability Committee ( ALCO ) is established by the Bank s Board of Directors. ALCO s main objective and purpose is to facilitate the Bank s asset and liability management process in terms of liquidity, interest rate risk and profitability. At all times, ALCO has at least three members, which are appointed and removed by the Bank s Board of Directors. ALCO currently has the following members: Kováč Igor, Chairman of ALCO, Member of the Board of Directors Tkáč Patrik, Member of ALCO, Chairman of the Board of Directors Ašer Štěpán, Member of ALCO, CEO of the Bank Jakabovič Ivan, Member of ALCO, Partner of J&T Finance Group SE Zaťko Andrej, Member of ALCO, Director and Manager of the Bank s Slovak branch Information Systems Committee The Information Systems Committee (the ISC ) is established by the Bank s Board of Directors. The main objective and purpose of the ISC is to manage the Bank s development of its banking information systems. The ISC sets the banking information systems development strategy and determines priority development areas; sets the requirements management system; and selects requirements as tasks for individual release plans that it manages. The ISC also evaluates cooperation with suppliers of banking information systems. The ISC has at least three members, which are appointed and removed by the Bank s Board of Directors. The ISC currently has the following members: Martinek Miloslav, Chairman of the ISC, Director of the Information Systems Division Page 22 / 23

24 Ašer Štěpán, Member of the ISC, CEO of the Bank Zaťko Andrej, Member of the ISC, Director and Manager of the Bank s Slovak branch Kováč Igor, Member of the ISC, Member of the Board of Directors Nešetřil Vlastimil, Member of the ISC, Executive Director Drahotský Daniel, Member of the ISC, Director of the Financial Markets Division Krotký Michal, Member of the ISC, Director of the IS/ IT-Infrastructure Department Červený Michal, Member of the ISC, Operational Reporting Team Leader Grund Daniel, Member of the ISC, Director of the IS/ IT-Reporting Department Dohányos Csaba, Member of the ISC, Application Development and Support Team Leader Hrubý Jan, Member of the ISC, Head of the IS/IT- Interfaces Department Business Continuity Committee The Business Continuity Committee (the BCC ) is established by the Bank s Board of Directors. The main objective and purpose of the BCC is to organise and coordinate the Bank s activities in the event of an emergency. The BCC has at least three members, which are appointed and removed by the Bank s Board of Directors. The BCC currently has the following members: Slobodník Michal, Chairman of the BCC, Director of the Security Department Nešetřil Vlastimil, Member of the BCC and Deputy Chairman, Executive Director Šimovčík Jozef, Member of the BCC, Director of the Operations Division (Slovak branch) Martinek Miloslav, Member of the BCC, Director of the Information Systems Division Lachoutová Gabriela, Member of the BCC, Project Manager Tkáčová Alena, Member of the BCC, Director of the Sales Division Zaťko Andrej, Member of the BCC, Director and Manager of the Bank s Slovak branch Sležka Milan, Member of the BCC, Director of the Operations Division Vršková Eva, Member of the BCC, Director of the Front Office Department (Slovak branch) Málek Petr, Member of the BCC, Director of the Marketing Department Šupa Marek, Member of the BCC, Director of the Marketing Department (Slovak branch) Security Committee The Security Committee (the SC ) is established by the Bank s Board of Directors. The main objective and purpose of the SC is security risk management. The SC is responsible for drafting and submitting proposals to reduce security risk to an acceptable level; monitoring and assessing the Bank s security risk exposure; and overseeing the implementation of proposals to eliminate security risks as approved by the Bank s Board of Directors. The SC has at least three members, which are appointed and removed by the Bank s Board of Directors. The SC currently has the following members: Nešetřil Vlastimil, Chairman of the SC, Executive Director Slobodník Michal, Member of the SC, Director of the Security Department Krejčí Oldřich, Member of the SC, Security Consultant Audit Committee Based on the decision of the sole shareholder, on 22 December 2009 Jozef Tkáč, Ivan Jakabovič and Dušan Palcr were appointed as members of the Bank s Audit Committee (the AC ). Alena Křenková was appointed as the AC s Secretary. The AC s activity is governed by applicable legislation and the Bank s Articles of Association.

25 1. František Skála detail of Flag III.-V. combined technique (30x20 cm), Michal Nesázal Fox mounted object, František Skála Flag VI.-VIII. combined technique, flag base (200x80 cm) + 3x flag (30x20 cm), Vladimír Houdek Obsession oil and paper on canvas (240x185 cm),

26 Organizational structure BOARD OFDIRECTORS OF THE BANK Office of the Chairman of the Board of Directors Unit Czech Republic (CR) Unit Slovak Republic (SR) EXECUTIVE DIRECTOR Unit CR Management Department Marketing Department CR Russian Desk Department ČR HEAD OF THE BRANCH Unit SR Management Department DIVISION SALES CR DIVISION FAMILY OFFICE CR DIVISION OPERATION CR DIVISION SALES SR DIVISION OPERATION SR Private Banking Department CR Family Office Department CR Banking Operations and International Banking Department CR Private Banking Department SR The High Tatras Exposition Private Banking Section 1 Back Office Family Office Section Banking Operations Section Premium Banking Section The Košice Exposition Private Banking Section 2 International Banking Section Komfort Department SR Proces and Product Management Section SR Private Banking Section 3 Payment Cards and Internet Banking Section Marketing and Comunication Department SR Front Office Department SR Private Banking Section 4 Client Center Section Back Office Department SR Back office PB Section Credit and Loans Department CR Back Office Comfort Section External Sale of PB Segment Section Financial Markets Back Office Department CR Back Office PrB and PB Section Branch Brno Banking Applications and Cards Support Section Branch Ostrava Comfort Line Section Retail Banking Department CR Credit and Loans Department SR Internal Sale of Retail Segment Section Financial Markets Back Office Department SR External Sale of Retail Segment Section

27 Organizational structure DIVISION Department Section Unit Shared Services DIVISION FINANCIAL MARKETS DIVISION FINANCE DIVISION RISK MANAGEMENT DIVISION INFORMATION SYSTEMS DIVISION ADMINISTRATION Investment Center Section Treasury Department Risk Management Department Infrastructure and Support Systems Department Legal Department CR Internal Audit and Inspection Department Financial Markets Department CR Liquidity Management Section Credit Risk Management Department Database Section Legal Department SR Process and Project Management Department Trading on Other Person s Account Section Financial Analysis Department Supporting Applications Section Compliance and AML Department Safety Department Trading on Own Account Section Economy Department CR Customer and Internal Interfaces Department Magnus Department Financial Markets Department SR Accounting Section eportal Section Client Portfolio Management Department Reporting Section Reporting Support Department Research Department Economy Department SR Financial Reporting Section New Issues Department Accounting Section Operational Reporting Section Reporting Section Banking Applications Department Bank and Information System Section Financial and Securities Systems Section IS/IT Governance Department Page 26 / 27

28 Report of the Supervisory Board In 2014 the Supervisory Board of J & T BANKA, a.s. had six members. The Supervisory Board performed its activities in accordance with applicable legislation, in particular the Act on Corporations, the Act on Banks, and the Bank s Articles of Association. In 2014 the Supervisory Board convened a total of five times. At its meetings, the Supervisory Board discussed in particular the regular reports of the Bank s Board of Directors on the company s activities and financial situation, as well as any matters arising from relevant legal regulations. The Supervisory Board has reviewed the financial statements as of 31 December 2014 audited by the company s external auditor, KPMG Česká republika Audit, s.r.o. According to the auditor s report issued on 31 March 2015, the financial statements give a true and fair view of the financial position of J & T BANKA, a.s. as of 31 December 2014, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. The Supervisory Board confirms that the Bank s business activities were performed in accordance with applicable legislation and the Bank s Articles of Association. The Supervisory Board has reviewed the audited report on relations between related parties in 2014 as prepared by the Board of Directors. The Supervisory Board confirms that is has no objections to the report. The Supervisory Board agrees with the results of the annual financial statements for 2014 and with the distribution of the 2014 profit of J & T BANKA, a.s. as proposed by the Bank s Board of Directors, and has recommended that the sole shareholder, exercising the powers of the general meeting, approve the financial statements. Prague, 28 April 2015 Jozef Tkáč Chairman of the Supervisory Board