Annual Financial Statements 2011 of Bank Austria

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Consolidated Financial Statements in accordance with IFRSs Statement on the consolidated management report Laws and regulations require us to perform audit procedures to determine whether the consolidated management report is consistent with the consolidated financial statements and whether the other disclosures made in the consolidated management report are not misleading to the group’s position. The audit report must also include a statement as to whether the consolidated management report is consistent with the consolidated financial statements and if the disclosures pursuant to section 243a of the Austrian Business Code are appropriate. In our opinion, the consolidated management report for the group is consistent with the consolidated financial statements. The disclosures pursuant to section 243a of the Austrian Business Code are appropriate. Vienna, 12 March 2012 Austrian Savings Bank Auditing Association Auditing Board (Bank Auditor) Gerhard Margetich Reinhard Gregorich Certified Accountant Auditor KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft Walter Reiffenstuhl ppa. Philip Kudrna Certified Accountant Certified Accountant This report has been translated from German into English for reference purposes only. Please refer to the official legally binding version as written and signed in German. Only the German version is definitive. Bank Austria · Annual Financial Statements 2011 178
Consolidated Financial Statements in accordance with IFRSs Report of the Supervisory Board for 2011 In the 2011 financial year the Supervisory Board again maintained good and effective cooperation with the Management Board. In this context the Supervisory Board performed its duties as defined by law and in the Articles of Association and the rules of procedure, with due regard to the Austrian Code of Corporate Governance. The Supervisory Board held five meetings and passed ten resolutions by written circular vote. It dealt with the current situation of the bank’s business, focusing on issues which are of special operational and strategic significance, and with risk-related issues. Moreover, major issues and forthcoming decisions were discussed in talks between the Chairman of the Supervisory Board and the Chairman of the Management Board. Focus of the Supervisory Board’s activity In performing its advisory and supervisory functions, the Management Board regularly informed the Supervisory Board, in writing and orally and in a timely and comprehensive manner, on business policy, business management issues, the financial position and performance, and on events which were of major significance for the bank. On the basis of these reports, the Supervisory Board provided continuous advice to the Management Board, supervised the conduct of business, and passed resolutions on matters within its competence after appropriate evaluation. The Supervisory Board issued a statement of compliance with the Austrian Code of Corporate Governance. The rules of procedure for the Supervisory Board were modified to reflect the establishment of the Remuneration Committee and the rules of procedure for the Remuneration Committee were approved. The rules of procedure for the Audit Committee were also modified. Furthermore, the applicability of UniCredit Governance Rules on Complaint Management to members of the Supervisory Board was formalised. The Supervisory Board closely monitored the challenging environment in European and international financial markets and discussed the development of the exposure to Greece in particular. Periodical reports dealt with the measures derived from the review of credit risk by Oesterreichische Nationalbank, Austria’s central bank, pursuant to Section 70 of the Austrian Banking Act; with the performance of Ramius; and with the activities of UniCredit Turn-Around Management CEE GmbH, the special assets holding company for repossession of assets and equity. From a legal perspective, the Supervisory Board obtained information on developments of the Madoff case and on the status of the legal proceedings concerning Bundesanstalt für vereinigungsbedingte Sonderaufgaben versus AKB Privatbank Zürich AG. The Supervisory Board was also provided with a report on Corporate Treasury Sales business in Austria. Other analyses related to the EuroSIG and All4Quality Austria projects and the UniCredit Bank Austria Town building project. In this connection, the Supervisory Board gave its approval to the acquisition of a property. The Supervisory Board repeatedly dealt with the funding plan of the Bank Austria Group, reports on restructured loans in CEE, trends in staff costs, the Group Compensation Policy, and the termination of existing profit transfer agreements and the conclusion of tax compensation agreements. Capital measures included capital increases at UniCredit Banka Slovenija d.d., UniCredit Bank a.d. Banja Luka, PJSC Ukrsotsbank, UniCredit Securities Group and the acquisition of additional shares in Zagrebačka banka and in UniCredit Bulbank. Other focal points were a resolution concerning the recapitalisation of banks of Bank Austria in CEE and the issue of comfort letters. Resolutions passed by the Supervisory Board also included those approving powers to represent and act on behalf of the bank and those giving advance approval to loans to, and transactions with, members of the Supervisory Board and of the Management Board as well as other related parties as defined in Section 28 of the Austrian Banking Act. Moreover, the Supervisory Board performed a self-evaluation of the efficiency of its work and discussed the relevant results. To the extent that this process indicated a need for changes, the Supervisory Board will take this into account in optimising organisational arrangements and in its future activities. In its meetings the Supervisory Board also discussed, on the basis of written and oral presentations, the main issues dealt with by the Supervisory Board Committees. Committee activities The Credit Committee held five meetings in 2011 and passed eleven resolutions by written circular votes. Apart from decisions on loans requiring its approval, the Committee also took note of loans granted under the Management Board’s approval authority and dealt with exposures of relevance in connection with Art. 136 of the Italian Banking Act and with large exposures pursuant to Section 27 of the Austrian Banking Act. In addition to detailed risk and sector portfolio reports, the Committee dealt with the overall risk report, the report on the structure of the loan portfolio, and with risk policy principles. In the past year, the Committee also intensively discussed CEE funding considerations and passed resolutions concerning impairment losses on Greek government bonds. The Audit Committee held four meetings in 2011, with representatives of the auditors regularly taking part in the meetings. It discussed the separate financial statements and the consolidated financial statements as well as the audit reports, including the report on the effectiveness of risk management, and provided the Supervisory Board with information on these topics. The Audit Committee also dealt with the proposal concerning the election of the auditors of the separate financial statements and of the consolidated financial statements for the 2012 financial year. On the basis of regular reporting, the Audit Committee satisfied itself about the effectiveness of the internal control and audit systems and monitored the financial reporting process with due Bank Austria · Annual Financial Statements 2011 179
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Annual Financial Statements 2011 of Bank Austria

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