2007 Annual Report

� Action brought by the German Bundesanstalt für vereinigungsbedingte
Sonderaufgaben (BVS) in Switzerland for repayment of credit
balances held, and disposed of, by the Communist Party of Austria
(KPÖ) at the former banking subsidiary in Zurich.
� Action brought by Valauret S.A. in Paris on the grounds of alleged
involvement of Creditanstalt AG (now merged with Bank Austria
Creditanstalt AG) in wilful deception in connection with a French joint
stock company as a result of which the plaintiffs incurred losses
through a loss in value of shares acquired by it in the joint stock
company.
� An appeal with suspension of collection was lodged against the
official notices on liability (capital yields tax) issued in connection with
individual securities transactions for the periods 2005, 2006 and
January to September 2007.
(60) Legal actions brought
and legal proceedings
Legal actions for rescission and declaration of nullity
Three legal actions for rescission and declaration of nullity were
brought against the resolutions adopted at the Annual General Meeting
on 3 May 2007 concerning
� approval of the acts of the members of the Management Board of
BA-CA
� approval of the acts of the members of the Supervisory Board of
BA-CA
� transfer to UniCredit of the bearer shares held by minority shareholders
of BA-CA against cash compensation in accordance with the
provisions of the Austrian Squeeze-out Act
and against the rejection of a special audit to ascertain if the issue
price set in December 2006 by the Management Board with the
consent of the Supervisory Board for the capital increase against
contribution in kind was adequate.
By decision of the Commercial Court of Vienna dated 7 February
2008, these proceedings were linked for joint hearing and decision
pursuant to Section 197 (3) of the Austrian Joint Stock Companies
Act.
In the pending proceedings, the court examines if the contested
resolutions are to be declared null and void or are lawful resolutions.
In these proceedings, the court will not make a decision on
the adequacy of the cash compensation offered by UniCredit to
minority shareholders of BA-CA for their bearer shares. A review of
the adequacy of the cash compensation can only be applied for after
registration of the shareholders’ resolution in the Austrian Register of
Firms. Such a review procedure would not relate to BA-CA AG but to
the shareholders’ sphere.
Proceedings before the Austrian Takeover Commission
Following an application by one shareholder in BA-CA AG, the Austrian
Takeover Commission, by its decision dated 16 April 2007,
initiated proceedings against UniCredit and BA-CA AG. As far as
BA-CA AG is concerned, the object of these proceedings is to ascertain
if the statement made by the Management Board of BA-CA AG
in September 2005 was in compliance with the legal requirements or
if material parts of the statement, especially with regard to Bank BPH
remaining within the BA-CA Group in the future, were incomplete,
misleading or incorrect. Since initiating the proceedings, the Austrian
Takeover Commission has not taken any further steps.
(61) Information on the squeeze-out
pursuant to the Austrian Federal Act
on the Squeeze-out of Minority Shareholders
(Gesellschafterausschluss-
gesetz) of the holders of bearer shares
in Bank Austria Creditanstalt AG
On 26 March 2007, the fair cash compensation for the squeeze-out
was set at € 129.40 per bearer share. The cash compensation was
determined on the basis of a report by “Deloitte Valuation Services
GmbH”. The Commercial Court of Vienna appointed the audit firm
“TPA Horwath Wirtschaftsprüfung GmbH” as auditor. In its report
dated 27 March 2007, the auditor confirmed the correctness of the
Joint Report of UniCredit and of the Management Board of Bank Austria
Creditanstalt AG as well as the adequacy of the cash compensation
offered by UniCredit. The cash compensation applies to about
3.65% of the share capital or 7.4 million bearer shares (7,374,016)
in free float.
The Annual General Meeting of Bank Austria Creditanstalt AG on
3 May 2007 adopted a resolution concerning the planned squeeze-out.
(62) Financial derivatives
Derivatives are classified as interest rate contracts, foreign exchange
contracts, securities-related contracts, credit derivatives and other
derivatives (commodities), according to the underlying financial in-
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