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Annual Financial Statements 2011 of Bank Austria

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

E – Risk report (CoNTINuED)<br />

Information and communication<br />

Management regularly updates rules and regulations for financial reporting and communicates them to all employees concerned.<br />

Moreover, regular discussions on financial reporting and on the rules and regulations applicable in this context take place in various bodies and are<br />

repeatedly communicated to UniCredit <strong>Bank</strong> <strong>Austria</strong> AG. Employees in <strong>Financial</strong> Accounting receive regular training in new methods <strong>of</strong> international<br />

financial reporting in order to identify risks <strong>of</strong> unintended misreporting at an early stage.<br />

To perform monitoring and control functions with a view to proper financial accounting and reporting, extensive financial information is made available<br />

at key levels <strong>of</strong> the bank. Relevant information is not only provided to the Supervisory Board and the Management Board, middle management levels<br />

also receive detailed reports.<br />

Monitoring<br />

As part <strong>of</strong> the implementation <strong>of</strong> the internal control system pursuant to the “262 Savings Law”, instruments were introduced to monitor the effectiveness<br />

<strong>of</strong> controls. In connection with the compulsory half-yearly certification process for the preparation <strong>of</strong> the management report, the persons having<br />

process responsibility are required to carry out effectiveness tests to check the effectiveness <strong>of</strong> controls. It must be ascertained whether the controls<br />

work according to their design and whether the persons who perform controls have the competence/authority and qualifications required to perform<br />

the controls effectively.<br />

All persons having process responsibility confirm by means <strong>of</strong> certification that their processes are adequately documented, risks have been identified<br />

and controls have been evaluated with a view to deriving measures to minimise risk.<br />

The results <strong>of</strong> these monitoring activities are contained in a management report which is based on the certifications provided to the respective chief<br />

financial <strong>of</strong>ficer by all persons having process responsibility and issued on a half-yearly basis. The Chief <strong>Financial</strong> Officer <strong>of</strong> UniCredit <strong>Bank</strong> <strong>Austria</strong> AG<br />

receives the certifications by the chief financial <strong>of</strong>ficers <strong>of</strong> the subsidiaries covered by the process in accordance with the group <strong>of</strong> consolidated<br />

companies, and provides the Holding Company and the public with confirmation <strong>of</strong> the reliability and effectiveness <strong>of</strong> the internal control system in the<br />

context <strong>of</strong> the financial statements for the first six months and the annual financial statements.<br />

E.12 – Information on the squeeze-out pursuant to the <strong>Austria</strong>n Federal Act<br />

on the Squeeze-out <strong>of</strong> Minority Shareholders (Gesellschafterausschlussgesetz)<br />

<strong>of</strong> the holders <strong>of</strong> bearer shares in uniCredit <strong>Bank</strong> <strong>Austria</strong> AG<br />

The company’s <strong>Annual</strong> General Meeting on 3 May 2007 adopted a resolution concerning the planned squeeze-out. The legal actions for rescission and<br />

declaration <strong>of</strong> nullity brought against various resolutions adopted at the <strong>Annual</strong> General Meeting on 3 May 2007 were terminated in spring 2008. The<br />

squeeze-out was entered in the Register <strong>of</strong> Firms on 21 May 2008. After that date, former minority shareholders initiated proceedings for a review <strong>of</strong><br />

the cash compensation <strong>of</strong>fered by UniCredit. An expert has been appointed in these proceedings to review the amount <strong>of</strong> the cash compensation paid;<br />

the expert report is now available and essentially confirms the adequacy <strong>of</strong> the cash compensation paid in connection with the squeeze-out. A decision<br />

by the court <strong>of</strong> first instance in this case is not yet available.<br />

<strong>Bank</strong> <strong>Austria</strong> · <strong>Annual</strong> <strong>Financial</strong> <strong>Statements</strong> <strong>2011</strong><br />

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