Erste Bank JPMorgan Merrill Lynch International

PRINCIPAL SHAREHOLDER
The Issuer’s principal shareholder is Wiener Städtische Wechselseitige Versicherungsanstalt –
Vermögensverwaltung (“WST-Versicherungsverein”). To the knowledge of the Issuer, the remaining
shares of Wiener Städtische AG are in free float. Except for WST-Versicherungsverein, no other
person directly or indirectly holds an interest exceeding 5% of the share capital. With this interest in
the share capital, WST-Versicherungsverein will continue to have a controlling interest in the Issuer.
WST-Versicherungsverein will be able to exercise a controlling influence on the Issuer, its business
activities and its dividend distribution policy. Although its purpose is to promote and support the
economic development of the Issuer, WST-Versicherungsverein as shareholder does not necessarily
pursue in all aspects interests identical to those of minority shareholders. In particular, it is not
guaranteed that WST-Versicherungsverein will align its voting behavior with the interests of the
minority shareholders. Before the share capital increase, WST-Versicherungsverein holds
75,888,882 Shares representing 72.3% of the share capital of Wiener Städtische AG. Not taking into
account the exercise of the over-allotment option by the Joint Global Coordinators, WST-Versicherungsverein
is expected to hold at least 91,888,882 Shares, representing at least 71.8% of the share
capital of Wiener Städtische AG, after completion of the Offering (assuming all 23,000,000 New
Shares are sold in the Offering). Assuming that the Joint Global Coordinators exercise their overallotment
option in full, WST-Versicherungsverein is expected to hold at least 90,888,882 Shares,
representing at least 71.0% of the share capital of Wiener Städtische AG, after completion of the
Offering.
Since the conversion of the non-voting preferred stock to common stock in June 2005, all
shareholders of Wiener Städtische AG have identical voting rights. Neither WST-Versicherungsverein
nor any other shareholder has voting rights which differ from those of any other shareholders.
Wiener Städtische Wechselseitige Versicherungsanstalt – Vermögensverwaltung
Until 1991, “Wiener Städtische” operated its insurance business in the legal form of a mutual
insurance society (Versicherungsverein auf Gegenseitigkeit). The roots of “Wiener Städtische” date
back to the years 1824, 1839 and 1898, when the three mutual insurance institutes that were the
predecessor companies of Wiener Städtische AG were established see “Business – History of the
Vienna Insurance Group”.
In 1992, the complete insurance operation was spun off and transferred to the Issuer as a
contribution in kind by way of universal succession pursuant to §§ 61a ff VAG. Since then, the mutual
insurance society has existed as “Wiener Städtische Wechselseitige Versicherungsanstalt – Vermögensverwaltung”
(“WST-Versicherungsverein”) and performs the functions of an investment holding
company.
Mutual Insurance Society
The essential characteristic of a mutual insurance society is that, upon entering into an insurance
contract, the policyholders at the same time become members of the insurance society. This did not
change when the insurance operations were transferred to a stock corporation. Upon entering into an
insurance contract with the Issuer, holders of policies issued by the Issuer automatically become
members of WST-Versicherungsverein, except in the case of a coinsurance or reinsurance or an
insurance contract with a term of less than one year. The Issuer, however, also has the right to enter
into insurance contracts not involving membership in WST-Versicherungsverein. The members of
WST-Versicherungsverein exercise their rights through the members’ assembly and, therefore, do not
as a whole directly participate in the business activities or supervision of the Issuer.
The purpose of the society is asset management, in particular, acquiring, managing and disposing
of shares in other companies, in particular the interest in the Issuer, supporting the members, in
particular by promoting and assisting the economic development of the Issuer and its group
companies, as well as providing administrative securities services to affiliated companies. WST-
Versicherungsverein is allowed to take steps to strengthen the capital reserves of the Issuer or to
support the Issuer and its group companies in promoting their corporate image, for example through
sponsoring and advertising activities.
The rights of the Issuer’s shareholders are not restricted by WST-Versicherungsverein.
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