Annual Financial Statements 2010 of Bank Austria

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Consolidated Financial Statements in accordance with IFRSs The Remuneration Committee adopted resolutions by written circular votes as required. Management Board In the 2010 financial year, Stephan Winkelmeier resigned from the Management Board with effect from 7 June 2010. Doris Tomanek was appointed to the Management Board with effect from 7 May 2010, and Massimiliano Fossati was appointed to the Management Board with effect from 8 June 2010. Supervisory Board The Supervisory Board was saddened by the death of Gerhard Scharitzer on 15 February 2010. At the Annual General Meeting held on 7 July 2010, and with effect from the same date, Ernst Theimer was elected to the Supervisory Board for the remaining term of office. The Chairman of the Supervisory Board, Alessandro Profumo, resigned from the Supervisory Board with effect from 21 September 2010 (in January 2011, Paolo Fiorentino was elected to succeed him as Chairman of the Supervisory Board). Details of the composition of the Supervisory Board and the Super visory Board Committees in the past financial year are given in the section “Supervisory Board and Management Board of UniCredit Bank Austria AG” of the Annual Report. Separate financial statements and consolidated financial statements The accounting records, the 2010 separate financial statements and the management report were audited by the Auditing Board of the Austrian Savings Bank Auditing Association and by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft. As the audit did not give rise to any objections and the legal requirements were fully complied with, the auditors’ report was expressed without qualification. The Supervisory Board endorsed the findings of the audit, agreed with the separate financial statements and management report, including the proposal for the appropriation of profits, presented by the Management Board, and approved the 2010 separate financial statements, which were thereby adopted pursuant to Section 96 (4) of the Austrian Joint Stock Companies Act. The compliance review of the Corporate Governance Report pursuant to Section 243b of the Austrian Business Code was performed by Univ. Prof. DDr. Waldemar Jud Corporate Governance Forschung CGF GmbH and has not given rise to any major objections in its final findings. The 2010 consolidated financial statements were audited by the Auditing Board of the Savings Bank Auditing Association and by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft for consistency with International Financial Reporting Standards (IFRSs) published by the International Accounting Standards Board as adopted by the European Union, and the management report of the Group was audited for consistency with the Austrian Business Code. The audit did not give rise to any objections and the legal requirements were fully complied with. In the opinion of the auditors, the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2010, and of the results of the Group’s operations and its cash flows for the financial year beginning on 1 January 2010 and ending on 31 December 2010, in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The auditors certified that the management report of the Group was consistent with the consolidated financial statements, and that the legal requirements for exemption from the obligation to prepare also separate consolidated financial statements pursuant to Austrian law were met, and they expressed their unqualified opinion. The Supervisory Board has endorsed the findings of the audit. A word of thanks The Supervisory Board thanks the Management Board members, the Employees’ Council, and all employees for their personal commitment and dedication. In a challenging environment they performed well and achieved highly respectable results. Vienna, 14 March 2011 The Supervisory Board Paolo Fiorentino Chairman of the Supervisory Board Bank Austria · Annual Financial Statements 2010 154
Statement by Management We state to the best of our knowledge that the consolidated financial statements prepared in accordance with the applicable financial reporting standards provide a true and fair view of the financial position and performance of the Group, and that in the management report of the Group the business trends including business Vienna, 7 March 2011 The Management Board Willibald Cernko (Chairman) Helmut Bernkopf Jürgen Danzmayr Massimiliano Fossati Francesco Giordano results and the position of the Group have been presented in such a way as to provide a true and fair view of the financial position and performance of the Group, and that the management report of the Group describes the material risks and uncertainties to which the Group is exposed. Rainer Hauser Gianni Franco Papa Doris Tomanek Bank Austria · 2010 Annual Report 203
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Annual Financial Statements 2010 of Bank Austria

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