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Annual Financial Statements 2010 of Bank Austria

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Consolidated <strong>Financial</strong> <strong>Statements</strong> in accordance with IFRSs<br />

The Remuneration Committee adopted resolutions by written<br />

circular votes as required.<br />

Management Board<br />

In the <strong>2010</strong> financial year, Stephan Winkelmeier resigned from the<br />

Management Board with effect from 7 June <strong>2010</strong>. Doris Tomanek<br />

was appointed to the Management Board with effect from 7 May<br />

<strong>2010</strong>, and Massimiliano Fossati was appointed to the Management<br />

Board with effect from 8 June <strong>2010</strong>.<br />

Supervisory Board<br />

The Supervisory Board was saddened by the death <strong>of</strong> Gerhard<br />

Scharitzer on 15 February <strong>2010</strong>. At the <strong>Annual</strong> General Meeting held<br />

on 7 July <strong>2010</strong>, and with effect from the same date, Ernst Theimer<br />

was elected to the Supervisory Board for the remaining term <strong>of</strong> <strong>of</strong>fice.<br />

The Chairman <strong>of</strong> the Supervisory Board, Alessandro Pr<strong>of</strong>umo, resigned<br />

from the Supervisory Board with effect from 21 September<br />

<strong>2010</strong> (in January 2011, Paolo Fiorentino was elected to succeed him<br />

as Chairman <strong>of</strong> the Supervisory Board).<br />

Details <strong>of</strong> the composition <strong>of</strong> the Supervisory Board and the<br />

Super visory Board Committees in the past financial year are<br />

given in the section “Supervisory Board and Management Board<br />

<strong>of</strong> UniCredit <strong>Bank</strong> <strong>Austria</strong> AG” <strong>of</strong> the <strong>Annual</strong> Report.<br />

Separate financial statements and<br />

consolidated financial statements<br />

The accounting records, the <strong>2010</strong> separate financial statements and<br />

the management report were audited by the Auditing Board <strong>of</strong> the<br />

<strong>Austria</strong>n Savings <strong>Bank</strong> Auditing Association and by KPMG <strong>Austria</strong><br />

GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft. As the<br />

audit did not give rise to any objections and the legal requirements<br />

were fully complied with, the auditors’ report was expressed without<br />

qualification.<br />

The Supervisory Board endorsed the findings <strong>of</strong> the audit, agreed<br />

with the separate financial statements and management report,<br />

including the proposal for the appropriation <strong>of</strong> pr<strong>of</strong>its, presented by<br />

the Management Board, and approved the <strong>2010</strong> separate financial<br />

statements, which were thereby adopted pursuant to Section 96 (4)<br />

<strong>of</strong> the <strong>Austria</strong>n Joint Stock Companies Act.<br />

The compliance review <strong>of</strong> the Corporate Governance Report pursuant<br />

to Section 243b <strong>of</strong> the <strong>Austria</strong>n Business Code was performed by<br />

Univ. Pr<strong>of</strong>. DDr. Waldemar Jud Corporate Governance Forschung CGF<br />

GmbH and has not given rise to any major objections in its final<br />

findings.<br />

The <strong>2010</strong> consolidated financial statements were audited by the<br />

Auditing Board <strong>of</strong> the Savings <strong>Bank</strong> Auditing Association and by<br />

KPMG <strong>Austria</strong> GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft<br />

for consistency with International <strong>Financial</strong> Reporting Standards<br />

(IFRSs) published by the International Accounting Standards<br />

Board as adopted by the European Union, and the management report<br />

<strong>of</strong> the Group was audited for consistency with the <strong>Austria</strong>n Business<br />

Code. The audit did not give rise to any objections and the legal<br />

requirements were fully complied with. In the opinion <strong>of</strong> the auditors,<br />

the consolidated financial statements give a true and fair view <strong>of</strong> the<br />

financial position <strong>of</strong> the Group as at 31 December <strong>2010</strong>, and <strong>of</strong> the<br />

results <strong>of</strong> the Group’s operations and its cash flows for the financial<br />

year beginning on 1 January <strong>2010</strong> and ending on 31 December<br />

<strong>2010</strong>, in accordance with International <strong>Financial</strong> Reporting Standards<br />

(IFRSs) as adopted by the European Union.<br />

The auditors certified that the management report <strong>of</strong> the Group was<br />

consistent with the consolidated financial statements, and that the<br />

legal requirements for exemption from the obligation to prepare also<br />

separate consolidated financial statements pursuant to <strong>Austria</strong>n law<br />

were met, and they expressed their unqualified opinion.<br />

The Supervisory Board has endorsed the findings <strong>of</strong> the audit.<br />

A word <strong>of</strong> thanks<br />

The Supervisory Board thanks the Management Board members, the<br />

Employees’ Council, and all employees for their personal commitment<br />

and dedication. In a challenging environment they performed<br />

well and achieved highly respectable results.<br />

Vienna, 14 March 2011<br />

The Supervisory Board<br />

Paolo Fiorentino<br />

Chairman <strong>of</strong> the Supervisory Board<br />

<strong>Bank</strong> <strong>Austria</strong> · <strong>Annual</strong> <strong>Financial</strong> <strong>Statements</strong> <strong>2010</strong><br />

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