Annual Financial Statements 2011 of Bank Austria

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Consolidated Financial Statements in accordance with IFRSs regard to “262 Savings Law”. The Audit Committee carried out detailed analyses of the Corporate Governance reports, of various extensive compliance-related topics and of a report on the implementation of CEE Credit Risk Policies. Intensive deliberations focused on the management letter of the auditors including the subsequent status report on measures taken in this connection, and on the remuneration of the auditors and their engagement letter. The Strategy and Nominations Committee dealt with the preparation of appointments to the Management Board. Management Board In the 2011 financial year, Federico Ghizzoni resigned from the Management Board with effect from 21 January 2011 and Carlo Vivaldi resigned from the Management Board with effect from 31 January 2011. Gianni Franco Papa was appointed to the Management Board, and as Deputy Chairman of the Management Board, with effect from 22 January 2011, and Francesco Giordano was appointed to the Management Board with effect from 1 February 2011. Jürgen Danzmayr and Helmut Bernkopf resigned from the Management Board with effect from 30 June 2011 and 31 July 2011, respectively. Dieter Hengl was appointed to the Management Board with effect from 1 August 2011 and Robert Zadrazil was appointed to the Management Board with effect from 1 October 2011. Supervisory Board Paolo Fiorentino was elected Chairman of the Supervisory Board on 21 January 2011, succeeding Alessandro Profumo, who resigned from the Supervisory Board with effect from 21 September 2010. Karl Guha was elected to the Supervisory Board at the Extraordinary General Meeting on 19 January 2011 and Jean Pierre Mustier was elected to the Supervisory Board at the Annual General Meeting on 20 April 2011. At the Supervisory Board meeting on 2 November 2011 the Chairman of the Supervisory Board resigned from this function, Erich Hampel was elected Chairman of the Supervisory Board and Paolo Fiorentino was elected Deputy Chairman of the Supervisory Board. Details of the composition of the Supervisory Board and the Supervisory 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 2011 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 2011 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 2011 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 2011, and of the results of the Group’s operations and its cash flows for the financial year beginning on 1 January 2011 and ending on 31 December 2011, 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 commitment in the challenging 2011 financial year. With their strong dedication they made a decisive contribution to the bank’s favourable performance. Vienna, 23 March 2012 The Supervisory Board Erich Hampel Chairman of the Supervisory Board Bank Austria · Annual Financial Statements 2011 180
Consolidated Financial Statements in accordance with IFRSs 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, 12 March 2012 The Management Board Willibald Cernko (Chairman) Massimiliano Fossati Francesco Giordano Rainer Hauser Dieter Hengl 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. Gianni Franco Papa Doris Tomanek Robert Zadrazil Bank Austria · Annual Financial Statements 2011 181
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Annual Financial Statements 2011 of Bank Austria

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