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at equity). The table below provides an overview for fiscal years 2007, 2006 and 2005 of the average number of employees in the Vienna Insurance Group. 2007 Fiscal year ended December 31, 2006 2005 Vienna Insurance Group Fully consolidated companies: Employees in business procurement . . . . . . . . . . . . . . . . . . . . . . . . . . 9,942 8,856 7,690 Employees in operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,329 8,890 8,540 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,271 17,746 16,230 Proportionally consolidated companies: Employees in business procurement . . . . . . . . . . . . . . . . . . . . . . . . . . 517 514 17 Employees in operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 519 327 99 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,036 841 116 Fiscal year ended December 31, 2007 2006 2005 Austria Employees in business procurement . . . . . . . . . . . . . . . . . . . . . . 2,845 2,822 2,725 Employees in operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,293 2,925 2,641 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,138 5,747 5,366 Czech Republic Employees in business procurement . . . . . . . . . . . . . . . . . . . . . . 2,720 2,408 2,164 Employees in operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,918 2,157 2,321 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,638 4,565 4,485 Slovakia Employees in business procurement . . . . . . . . . . . . . . . . . . . . . . 912 817 623 Employees in operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 785 769 755 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,697 1,586 1,378 Poland Employees in business procurement . . . . . . . . . . . . . . . . . . . . . . 355 383 8 Employees in operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,004 1,002 1,101 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,359 1,385 1,109 Romania Employees in business procurement . . . . . . . . . . . . . . . . . . . . . . 1,629 1,467 1,457 Employees in operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,138 1,190 1,203 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,767 2,657 2,660 Remaining CEE Markets Employees in business procurement . . . . . . . . . . . . . . . . . . . . . . 1,973 1,449 706 Employees in operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,623 1,087 530 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,596 2,536 1,236 Other Markets Employees in business procurement . . . . . . . . . . . . . . . . . . . . . . 25 24 24 Employees in operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 87 88 Total .............................................. 112 111 112 130
The Vienna Insurance Group will offer shares to selected employees of Wiener Städtische AG in connection with an employee participation program as part of the Offering, see “Management – Employee Participation Plan”. Management believes that the Vienna Insurance Group has good relations with its employees. Credit Rating In fiscal year 2007, Wiener Städtische AG submitted itself to another interactive rating by the S&P’s rating agency. In the results of the evaluation published in November 2007, S&P confirmed Wiener Städtische AG’s Insurer Financial Strength Rating and Counterparty Credit Rating of “A+”, which it had issued in July 2005. The outlook of the company was again rated as “positive” (see below for a precise definition of this rating). In its reasons for the rating, some of the positive factors listed by S&P’s were among others its strong operational performance in the core markets, and its strategic management approach. It also emphasized the risk-conscious expansion in the CEE region and management’s ability to effectively handle the attendant risks. In addition, it noted that the Vienna Insurance Group’s financial capacity continues to be large. The reason provided by S&P for rating the company’s outlook as stable was its strong long-term operating performance in its core markets and the continued positive development of the insurance business in the CEE region. The increasing share of profits of the foreign business and the company’s long-term development in relation thereto were mentioned in this regard. On March 27, 2008, S&P published a new research update increasing the outlook from stable to positive. The S&P rating assigned to Wiener Städtische AG is defined as follows: Insurer Financial Strength Ratings evaluate the financial stability of an insurance company and therefore the company’s ability to fulfill the obligations arising from its insurance business when needed. The ratings range from AAA (best rating), through AA, A, BBB, BB, B, CCC, to CC (worst rating). Ratings from “AAA” to, and including, “BBB” are referred to as “investment grade” ratings. Distinctions within the rating categories from AA to CCC may be indicated by adding a “+” or “-” sign to the rating. The financial stability of an insurance company receiving an “A” is rated as very good by S&P’s. According to S&P’s assessment, the probability that unfavorable developments in the company’s environment will negatively impact its financial stability is somewhat higher than is the case for insurance companies in higher-rated categories. The Counterparty Credit Rating is a general assessment of a borrower’s ability to make payment on its financial obligations. The rating scale in this case also ranges from AAA (best rating), through AA, A, BBB, BB, B, CCC, to CC (worst rating). Ratings from “AAA” down to and including “BBB” are again classified as “investment grade”. Distinctions within the rating categories from AA to CCC may be indicated by adding a “+” or “-” sign to the rating. According to S&P’s assessment, a borrower with an “A” rating has a strong capacity to meet its financial obligations, but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than borrowers in higher-rated categories. Each rating only expresses S&P’s assessment at the time that the rating is awarded. S&P’s may change its rating at any time. S&P’s rating outlook provides an assessment of the potential direction of a long-term rating over the medium or long-term. The assessment of a “stable” outlook means that S&P’s estimates that there is only a small probability that the rating will change. A discussion of the risks that could result from a lowering of the rating for Wiener Städtische AG is contained in the section entitled “Risk Factors – A downgrading of its rating could have a materially adverse effect on the business of the Vienna Insurance Group”. Legal and Arbitration Proceedings Wiener Städtische AG and its affiliated companies are involved in a number of legal proceedings resulting from the ordinary course of business. The following contains a description of certain pending and threatened legal proceedings. To the extent not described in the following, management of Wiener Städtische AG does not expect legal disputes, legal proceedings government or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), to which affiliated companies of the Vienna Insurance Group are a party or which are threatened to be 131
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WIENER STÄDTISCHE Versicherung AG
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Stabilization measures. In connecti
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[THIS PAGE INTENTIONALLY LEFT BLANK
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Proceeding Regarding BA-CA Versiche
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in detail factors which may influen
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“Benefia Non-Life” refers to BE
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“Unita” refers to Unita S.A. Vi
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Health insurance products are marke
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The Vienna Insurance Group can give
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The Offer Period and the Employee O
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Entitlement to Dividends: . . . . .
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RISK FACTORS Potential investors sh
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negative effects on the Vienna Insu
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safeguard the stability of the publ
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The Vienna Insurance Group depends
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Since the purchase price of the Tar
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always passed such resolutions as p
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General THE OFFERING The Offering c
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Global Coordinators on the basis of
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PLAN OF DISTRIBUTION Scope of and A
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Termination, Indemnification The Pu
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Japan The Offer Shares have not bee
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CAPITALIZATION The following table
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USE OF PROCEEDS Assuming all of the
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DIVIDEND POLICY All Existing Shares
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The respective country agreements i
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The table below sets forth key fina
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year, the Target Companies derived
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SELECTED FINANCIAL DATA The followi
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Vienna Insurance Group ranked secon
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Year Real economic growth Consumer
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therefore, good growth potential st
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Non-life rate-setting Rate-setting
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has also remained between 9.5 and 1
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Insurance policies generally includ
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Severance obligations Based on stat
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increase also came from insurance c
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of the scope of consolidation throu
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Financial result The following tabl
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The following table sets forth by r
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Health insurance segment The follow
Page 90 and 91: individual subsidiaries are respons
Page 92 and 93: Currently, neither the Management B
Page 94 and 95: EMBEDDED VALUE OF WIENER STÄDTISCH
Page 96 and 97: Group Embedded Value The following
Page 98 and 99: Overview BUSINESS With approximatel
Page 100 and 101: Life Insurance The life insurance b
Page 102 and 103: for a strong demand for these produ
Page 104 and 105: For more information regarding comp
Page 106 and 107: that entity. In 1938, “Gemeinde W
Page 108 and 109: In 2005, the Issuer acquired a part
Page 110 and 111: The following table sets forth the
Page 112 and 113: damages. The changes in the Vienna
Page 114 and 115: Corporate Customers In the property
Page 116 and 117: medical treatment, medicines (inclu
Page 118 and 119: In connection with endowment insura
Page 120 and 121: Wiener Städtische AG offers produc
Page 122 and 123: premiums written in fiscal year 200
Page 124 and 125: The Vienna Insurance Group conducts
Page 126 and 127: KOMUNÁLNA Poist’ovňa, a.s. Vien
Page 128 and 129: Description of the Six Most Importa
Page 132 and 133: 11.8%), with premiums increasing by
Page 134 and 135: subsidiary of TBIH) transferred its
Page 136 and 137: The investment policy is more conse
Page 142 and 143: ought against them will have a mate
Page 144 and 145: Trademarks and Patents The names
Page 146 and 147: Risk Management Organization The Gr
Page 148 and 149: Auditing In keeping with the minimu
Page 150 and 151: Reinsurers with a lower rating are
Page 152 and 153: Real Estate Risk The value of the r
Page 154 and 155: On the basis of the Group’s inter
Page 156 and 157: INSURANCE SUPERVISION Wiener Städt
Page 158 and 159: an ongoing basis. Insurance compani
Page 160 and 161: Persons that would like to directly
Page 162 and 163: In addition to his responsibilities
Page 164 and 165: Chairman of the supervisory board o
Page 166 and 167: Member of the supervisory board of
Page 168 and 169: General director (retired) KR Dr. K
Page 170 and 171: Members of the Extended Board The f
Page 172 and 173: Members of the Group Management Boa
Page 174 and 175: the extended Group board since 2008
Page 176 and 177: Member of management board, supervi
Page 184 and 185: Shares and Stock Options Held by Me
Page 186 and 187: Human Resources Committee (committe
Page 188 and 189: DESCRIPTION OF SHARE CAPITAL AND SU
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through a resolution of the shareho
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After the capital increase resolved
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The following measures require purs
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Neither Austrian law nor the Articl
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Dividend Rights The offered New Sha
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the purchase price exceeds 10% of t
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The executive bodies of WST-Versich
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esolution on the formal approval of
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Taxation in Austria TAXATION Taxes
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Capital Gains Resident Shareholders
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tax consequences that may be releva
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liability and may entitle such hold
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THE VIENNA STOCK EXCHANGE The infor
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Trading Volume In 2006, the aggrega
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Czech languages. The dissemination
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Takeover Commission and must prepar
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THE PRAGUE STOCK EXCHANGE The follo
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est quotation. During the closed ph
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obligations; or (iv) a criminal off
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Operating private hospitals in the
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RESPONSIBILITY STATEMENT PURSUANT T
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CONSOLIDATED BALANCE SHEET AS OF 31
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CONSOLIDATED SHAREHOLDERS’ EQUITY
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CONSOLIDATED CASH FLOW STATEMENT FR
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SEGMENT REPORTING CONSOLIDATED INCO
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total of 29 domestic and 41 foreign
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In the third quarter, the Celetná
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existing on the balance sheet repor
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For both owner-occupied and third p
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The credit quality of each contract
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not set to zero for Group subsidiar
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The calculations for 31 December 20
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RISK REPORTING The Vienna Insurance
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internal processes, strategic procu
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Concentration risk Concentration ri
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Other securities Financial investme
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The following table shows Vienna In
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measurement of the value of a compa
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that occurred in the current and al
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amount, the closely held corporatio
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Unrealised profits and losses are a
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Affiliated companies and participat
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Detail: Acquisition Costs Carried F
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9. RECEIVABLES Detail in EUR ’000
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13. CONSOLIDATED SHAREHOLDERS’ EQ
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Development in EUR ’000 Property/
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Development in life insurance 31.12
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Development in severance obligation
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24. LIABILITIES Detail in EUR ’00
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Off-balance sheet commitments The f
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Premiums written — Direct life in
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Detail — income in EUR ’000 Cur
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Detail — expenses in EUR ’000 D
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Detail in EUR ’000 Property/Casua
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The Supervisory Board is composed o
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the Austrian Stock Corporation Act
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SIGNIFICANT EVENTS AFTER THE BALANC
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REPORT OF THE SUPERVISORY BOARD The
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INDEPENDENT AUDITOR’S REPORT We h
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CONSOLIDATED SHAREHOLDERS’ EQUITY
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CONSOLIDATED CASH FLOW STATEMENT FR
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SEGMENT REPORTING CONSOLIDATED INCO
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28 does not exist, since Wiener St
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Information on the companies that a
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Accounting policies for specific it
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Financial investments Financial inv
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Active tax deferrals are not recogn
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policyholders. These reserves are f
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Operating expenses Group personnel
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To manage these underwriting risks,
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The Vienna Insurance Group has made
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Investments segment Health Life in
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Equities As of 31 December 2006, Vi
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The following table shows the Vienn
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The shareholder margin is calculate
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Reinsurance The Vienna Insurance Gr
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Development of purchased insurance
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4. PARTICIPATIONS On 31 December 20
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The information required under § 2
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For financial investments available
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9. RECEIVABLES Detail in EUR ’000
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13. CONSOLIDATED SHAREHOLDERS’ EQ
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14. SUBORDINATED LIABILITIES Subord
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Health insurance mathematical reser
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Maturities in EUR ’000 31.12.2006
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23. OTHER PROVISIONS Detail in EUR
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agreements with other insurers conc
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income statement. A portion of the
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Detail — income in EUR ’000 Cur
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The Other income of EUR 7,091 milli
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33. OTHER EXPENSES Detail in EUR
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The Supervisory Board is comprised
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The Managing Board is comprised of
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Significant events after the balanc
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AUDITOR’S REPORT We have audited
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REPORT OF THE SUPERVISORY BOARD The
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CONSOLIDATED INCOME STATEMENT FOR T
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SEGMENT REPORTING CONSOLIDATED BALA
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NOTES TO THE CONSOLIDATED FINANCIAL
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During the reporting period from 1
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negative, taking into account capit
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factors including contract and mark
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The creditworthiness of each contra
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formed at the individual policy lev
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The reserves are recognised at the
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The other capital assets item consi
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date, real estate has not represent
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Embedded value sensitivity analysis
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IBNR provisions are formed to offse
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Private customer activities. Privat
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Detail in EUR ’000 31.12.2005 31.
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For financial instruments available
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10. CASH AND CASH EQUIVALENTS Detai
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existing preferred shares may be is
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17. RESERVE FOR OUTSTANDING CLAIMS
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22. OTHER PROVISIONS Detail in EUR
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Other threatened and pending court
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Premiums written, total account Pro
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29. OTHER INCOME Detail in EUR ’0
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35. OTHER INFORMATION The Superviso
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The Management Board is comprised o
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in the area of pension funds in Bul
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Tax-free reserves In the consolidat
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AUDITOR’S REPORT We have audited
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Banker’s blanket bond The Banker
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Expense ratio The ratio of premium
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Loss ratio The percentage ratio of
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Shares of minority shareholders in
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experience are normal and are to be
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The FOG and the Cost of Non-Market
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The NBV has only been calculated fo
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policyholder behaviors, i.e. some a
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The yields shown are risk-free euro
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Sensitivity Analysis EEV The follow
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B&W Deloitte GmbH Magnusstra�e 11
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Embedded Value of the Target Compan
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3.2 Value of In-Force The VIF is th
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5. Sensitivity Analysis The followi
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ZUSAMMENFASSUNG DES PROSPEKTS Diese
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Gewinn vor Steuern von rund 1,05 Mr
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Sollten es die bisherigen Aktionär
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Mai 2008 ablaufen. Die Bezugsrechte
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diesem Prospekt enthaltenen Konzern
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SHRNUTÍ PROSPEKTU Toto shrnutí pr
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Dne 26. brˇezna 2008 uzavrˇely sp
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Uplatnění Upisovacích práv ze s
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prˇedstavují právo prˇevodu na
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Vybrané informativní finanční
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