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Further details on the BA-CA share are given on the inside front cover The Bank Austria Creditanstalt Share BA-CA share among the top performers in a good year for stock markets 2005 was a very good year for virtually all European share indices. The factors responsible for the – in many cases – very strong performance of equity markets in general, and the ATX stock market index in particular, are easily identified: valuations were low, companies had restructured their operations in the preceding years and adjusted their balance sheets, and shareholders were pleased with the increases in shareholder value. In Europe, the Vienna ATX index turned in an exceptionally strong performance, gaining 51% in 2005 over the previous year; it was outperformed only by Oslo’s All-Share-Index (+ 52 %). Within the individual sectors (Stoxx), commodities and cyclical consumption performed particularly well with gains of 49.4 % and 33.2 %, respectively. Banks advanced by 21.1% compared with the preceding year. In 2005, Bank Austria Creditanstalt shares again advanced strongly in this bullish environment; with gains of 41% their performance was well above the average recorded by bank shares as a whole. With a closing price of € 93.99 at the end of 2005, Bank Austria Creditanstalt’s market capitalisation surpassed € 13.8 bn. BA-CA shares pursued an irregular pattern in 2005: after rising steadily in the first few months, the share price was driven by takeover speculation from 27 May. On 12 June, the Management Board and the Supervisory Board of HVB Group and the Board of Directors of UniCredit approved the combination of HVB Group and UniCredit. Thereafter, the price of BA-CA shares tracked the price movements of UniCredit shares in the ratio of 1 to 19.92, with the spread gradually narrowing. After UniCredit’s shareholders overwhelmingly approved Uni- Credit’s plans at the extraordinary meeting of shareholders in Market capitalisation € m 5,955 140 5,815 7,087 954 6,133 30 Dec.2003 30 June 2004 30 Dec.2004 30 June 2005 30 Dec.2005 Implicit value creation 9,778 3,137 6,641 Shareholders’ equity excl. minority interests, published 44 The Bank Austria Creditanstalt Share 12,680 5,596 7,084 13,820 6,949 6,871 BA-CA shareholder structure Genoa on 29 July, UniCredit was in a position to launch public offers for the exchange of HVB shares and BA-CA shares at the end of August. 88.14 % of shareholders of HypoVereinsbank had accepted UniCredit’s offer by 24 October, the end of the acceptance period. This figure increased to 93.93 % after the acceptance period was extended. UniCredit’s voluntary, public takeover offer was available to BA-CA shareholders from 29 August to 31 October. UniCredit offered shareholders 19.92 UniCredit shares for one BA-CA share, or alternatively an amount of € 79.60 per share as a cash offer. 15.6 million BA-CA shares, corresponding to 10.6 % of Bank Austria Creditanstalt’s share capital, were tendered for exchange or for acceptance of UniCredit’s cash offer during the above period. After the exchange ratios were announced, the acceptance period was again extended for a further 10 trading days (7 to 18 November 2005). On 23 November, UniCredit announced that 17.45 % of BA-CA shares, or 77.72 % of the free float, had been exchanged. The BA-CA share again moved towards a fundamental valuation after the transaction was closed, initially characterised by the share’s reduced liquidity and the lower weighting in the ATX index (the free float factor declined from 0.25 to 0.10). In the first weeks of trading in 2006 the Bank Austria Creditanstalt share passed the € 100 mark to reach a market capitalisation of over € 16 bn. Steady increase in value since the IPO The objective pursued by Bank Austria Creditanstalt is to create more value for its shareholders in the longer term. With an impressive performance from quarter to quarter since the IPO in July 2003, the Group is on track to achieving this goal; a development which is being acknowledged by the capital market: Bank Austria Creditanstalt’s market capitalisation of € 5.9 bn at the end of 2003 more or less corresponded to the level of the Group’s shareholders’ equity stated in the balance sheet. It subsequently increased steadily to € 9.8 bn at year-end 2004, and at the end of December 2005 market capitalisation reached € 13.8 bn. On the basis of the figure for shareholders’ equity (excluding minority interests) stated in the balance sheet at the end of 2005 (€ 6.9 bn), the stock market valuation of Bank Austria Creditanstalt implies an increase of almost € 7 bn in value.
Other shareholders 0.2% Austria 0.9% Other European countries 5.8% UK 5.8% USA 9.7% HVB 77.5% 2004 Shareholder structure At the end of 2005, Bayerische Hypo- und Vereinsbank and UniCredit held an interest of 77.53 % and 17.45 % in Bank Austria Creditanstalt’s share capital, respectively. UniCredit therefore holds 94.98 % of BA-CA’s share capital either directly, or indirectly via HypoVereinsbank. In addition to the remaining 7,374,316 shares in free float (5.02 % of total share capital), 10,100 registered shares with restricted transferability are still held by Privatstiftung zur Verwaltung von Anteilsrechten (a private foundation) and by the Employees’ Council Fund of Bank Austria Creditanstalt’s Employees’ Council. The bulk of the free float is still held by US and British investors. Austrian institutional and private investors hold only 0.4 % of BA-CA’s shares. Proposal for a further increase in dividend A proposal will be made at the Annual General Meeting on 4 May 2006 to pay a dividend of € 2.50 per share from the net income of Bank Austria Creditanstalt. This represents an increase of € 1 per share. With the higher dividend we want all our shareholders to directly benefit from the record performance in 2005. Overview 26 May Market rumours of a possible combination of HVB and UniCredit 12 June Management Board and Supervisory Board of HVB Group and the Board of Directors of UniCredit approve the business combination of HVB Group and UniCredit 13 June Official presentation of the envisaged combination 21 July Supervisory authorities in Germany and Italy give go-ahead for the preparations of the combination of the two banks 29 July At an Extraordinary Meeting, UniCredit shareholders approve the combination and the required capital increase 26 Aug. Publication of the offer to HVB shareholders to exchange one HVB share for five UniCredit shares; acceptance period: 26 August to 10 October 2005 26 Aug. Publication of the voluntary offer to BA-CA shareholders – for UniCredit’s acquisition of all BA-CA bearer and registered shares – to exchange their shares at a ratio of 1 to 19.92 or to accept a cash offer of € 79.60 per share. Acceptance period: 29 August to 17 October 2005 8 Sept. Statement by BA-CA’s Managing Board in response to UniCredit’s offer to BA-CA shareholders pursuant to the Austrian Takeover Act 7 Oct. Offer to HVB shareholders is amended – acceptance period for offer to HVB and BA-CA shareholders extended until 24 October and 31 October, respectively Based on 147.0 million shares, this results in a dividend payout of € 368 m, an increase of 66.7 % over the previous year. The payout ratio increases from 36.2 % to 38.1%. Dividend and earnings per share (in €) 2.71 1.02 1.02 2005 3.40 1.50 Payout ratio (in %) 2002 2003 2004 2005 2002 2003 2004 2005 Dividend per share 4.09 Dividend payout (in € m) Earnings per share 2) Payout ratio 3) 1) proposed 2) based on average number of shares 3) dividend payout in % of net income 2.50 1) Austria 0.4% Other European countries 2.1% UK 2.0% USA 0.5% 6.56 UniCredit 17.5% HVB 77.5% 38% 116 34% 28 Oct. Preliminary acceptance rate for HVB offer: 88.14 % 29 Oct. Beginning of the statutory acceptance period for HVB offer which runs until 11 November 3 Nov. Preliminary acceptance rate for BA-CA offer: 10.64 % 7 Nov. Beginning of the statutory acceptance period for BA-CA offer which runs until 18 November 17 Nov. Final exchange ratio for HVB offer is 93.93 % 18 Nov. Extended acceptance period for BA-CA offer expires 18 Nov. UniCredit’s Board of Directors approves capital increase for the settlement of HVB offer. UniCredit acquires control of HVB � The new Group is created 23 Nov. Final exchange ratio for the BA-CA offer: 17.45 %, or 77.72 % of the free float 23 Nov. Settlement of the HVB offer and trading in UniCredit shares commences on the Frankfurt Stock Exchange 30 Nov. Board of Directors of UniCredit releases the shares offered in exchange for the shares tendered for exchange 5 Dec. Settlement of BA-CA offer 16 Dec. General Meeting of UniCredit to elect the new Board of Directors (24 members) for the financial years 2006 – 2008 150 36% 221 The Bank Austria Creditanstalt Share 45 368 38%
Page 1 and 2: Annual Report Bank Austria Creditan
Page 3 and 4: The Bank Austria Creditanstalt Shar
Page 5 and 6: Annual Report Bank Austria Creditan
Page 8 and 9: Highlights 2005 Awards 2005 1 Janua
Page 10 and 11: A word of thanks to our employees T
Page 12 and 13: 8 Letter from the CEO of the new Un
Page 14: 4 pages reserved for illustrations
Page 17 and 18: “As a member of UniCredit Group w
Page 19 and 20: as an organisational principle has
Page 21 and 22: We attach great importance to human
Page 23 and 24: International Markets Willi Hemetsb
Page 25 and 26: Growth in Austria slightly above EU
Page 27 and 28: � Net income up by 60 %. 21% incr
Page 29 and 30: The “sustainable” income compon
Page 31 and 32: Net trading result € m 2005 2004
Page 33 and 34: higher revenue without significant
Page 35 and 36: In 2005 our multi-year Fit for Sale
Page 37 and 38: from classic on-balance sheet produ
Page 39 and 40: Net fee and commission income in CE
Page 41 and 42: employees’ qualification levels a
Page 43 and 44: Outlook Global economic environment
Page 45: Outlook for Bank Austria Creditanst
Page 50 and 51: IPO targets met ahead of time Finan
Page 52 and 53: Austrian Customer Business Bank Aus
Page 54 and 55: Linking sales channels � Mix of s
Page 56 and 57: Lowering the proportion of lending
Page 58 and 59: Loans to private customers grow mor
Page 60 and 61: Flexible products for closing the p
Page 62 and 63: Cards for young people Security - a
Page 64 and 65: Network bank for international corp
Page 66 and 67: Corporate finance, not just for lar
Page 68 and 69: International Markets (INM) The Int
Page 70 and 71: Record year on the Vienna Stock Exc
Page 72: 4 pages reserved for illustrations
Page 75 and 76: “The upswing experienced by the C
Page 77 and 78: In the retail/private customers seg
Page 79 and 80: Our efforts to offer products meeti
Page 81 and 82: Slovakia - HVB Bank Slovakia € m
Page 83 and 84: Outlook With the planned expansion
Page 85 and 86: International Markets Business deve
Page 87 and 88: Following the big success of the pr
Page 89 and 90: Acquisition of Eksimbanka By acquir
Page 91 and 92: “As a bank with growing business
Page 93 and 94: Risk structure by region and busine
Page 95 and 96: “The higher the level of standard
Page 97 and 98:
Basel II The roll-out of the module
Page 99 and 100:
“Today we expect our bank employe
Page 101 and 102:
manager, the higher his classificat
Page 104 and 105:
Consolidated Financial Statements i
Page 106 and 107:
Income statement of the Bank Austri
Page 108 and 109:
Statement of changes in shareholder
Page 110 and 111:
Notes to the Consolidated Financial
Page 112 and 113:
IFRSs applied Title Application App
Page 114 and 115:
Page 116 and 117:
Loans and receivables are carried i
Page 118 and 119:
Accounting for leases as lessee: in
Page 120 and 121:
The present value of pension obliga
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as the identification of intangible
Page 124 and 125:
€ m 2005 2004 Staff costs 1,491 1
Page 126 and 127:
€ m 2005 2004 Bonds and other fix
Page 128 and 129:
Leasing business Total gross and ne
Page 130 and 131:
Movements in investments in 2005
Page 132 and 133:
In 2005, deferred taxes were partly
Page 134 and 135:
Liabilities evidenced by certificat
Page 136 and 137:
€ m 2005 2004 Negative fair value
Page 138 and 139:
Emoluments of members of Bank Austr
Page 140 and 141:
Most of the trading assets and trad
Page 142 and 143:
Segment reporting € m Private SME
Page 144 and 145:
€ m 2005 2005 2004 2004 Assets Li
Page 146 and 147:
In the 2005 financial year, aggrega
Page 148 and 149:
Market risk management encompasses
Page 150 and 151:
VaR of the Bank Austria Creditansta
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Basis point values of the Bank Aust
Page 154 and 155:
High-yield portfolio: composition o
Page 156 and 157:
Market risk limit utilisation in CE
Page 158 and 159:
Liquidity ratios of the Bank Austri
Page 160 and 161:
Operational risk is defined as the
Page 162 and 163:
experience in the past. Moreover, s
Page 164 and 165:
Total volume of outstanding financi
Page 166 and 167:
The following tables show the capit
Page 168 and 169:
Report of the Auditors We have audi
Page 170 and 171:
Report of the Supervisory Board In
Page 172 and 173:
Corporate Governance Bank Austria C
Page 174 and 175:
Supervisory Board and Managing Boar
Page 176 and 177:
Page 178 and 179:
Income Statement of our Consolidate
Page 180 and 181:
Balance Sheets of our Consolidated
Page 182 and 183:
Glossary Important concepts and ter
Page 184 and 185:
General administrative expenses div
Page 186 and 187:
In 1988, the Basel Capital Accord (
Page 188 and 189:
Office Network of the Bank Austria
Page 190 and 191:
Central and Eastern Europe Bosnia a
Page 192 and 193:
Other Countries 196 Office Network
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Investor Relations Investor Relatio
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