Annual Financial Statements 2011 of Bank Austria

Consolidated Financial Statements in accordance with IFRSs
F – Additional disclosures (CoNTINuED)
In the Restated Bank of the Regions Agreement, “AVZ Stiftung” and “Betriebsratsfonds” have given an undertaking to UniCredit to the effect that if they
want to sell UniCredit Bank Austria shares, they will first offer such shares held by them to UniCredit. If UniCredit does not accept the offer, the relevant
contracting party could sell the UniCredit Bank Austria shares to a third party. In this case UniCredit has a right of preemption.
For the duration of this agreement (10 years), “AVZ Stiftung” has a right to nominate two members of the Supervisory Board of UniCredit Bank Austria
AG, and thereafter one member of the Supervisory Board for the duration of the guarantee issued by “AVZ Stiftung” and the Municipality of Vienna.
As at 31 December 2011, UniCredit held a direct interest of 99.996% in UniCredit Bank Austria AG.
As at 31 December 2011, there were the following interlocking relationships with UniCredit S.p.A.:
• Four members of the Supervisory Board of UniCredit Bank Austria AG were members of the Executive Management Committee of UniCredit.
F.3.3 – other information on related party relationships
Under Section 92 (9) of the Austrian Banking Act, “privatstiftung zur Verwaltung von anteilsrechten” (“AVZ Stiftung”, a private foundation under
Austrian law) serves as deficiency guarantor for all liabilities of UniCredit Bank Austria AG in the event of the company’s insolvency. The board of
trustees of the private foundation has 14 members. These included four members of the Supervisory Board of UniCredit Bank Austria AG.
After the change in the legal form of Anteilsverwaltung Zentralsparkasse into a private foundation (“AVZ Stiftung”) in 2001, the municipality of Vienna
serves as deficiency guarantor for all outstanding liabilities, and obligations to pay future benefits, of UniCredit Bank Austria AG (then Bank Austria
Aktiengesellschaft) which were entered into prior to and including 31 December 2001.
The board of trustees of Immobilien Privatstiftung has three members. One of them is a member of the Supervisory Board of UniCredit Bank Austria AG.
F.4 – Auditors’ fees
(pursuant to Section 237 no. 14a and Section 266 no. 11 of the Austrian Business Code)
The following table shows the fees charged by the auditors of the consolidated financial statements for the 2011 financial year in the following
categories:
Auditors’ fees (€ thsd)
2011 2010
fees for the audit of the financial statements and the consolidated financial statements 4,041 4,174
KPMG Austria (including the audit of subsidiaries) 2,569 2,869
Austrian Savings Bank Auditing Association 1,472 1,305
Other services involving the issuance of a report 841 623
KPMG Austria 834 623
Austrian Savings Bank Auditing Association 7 –
tax consulting services – –
KPMG Austria – –
Austrian Savings Bank Auditing Association – –
Other services 1,254 1,539
KPMG Austria 79 209
Austrian Savings Bank Auditing Association 1,175 1,330
tOtal 6,136 6,336
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