Erste Bank JPMorgan Merrill Lynch International

The executive bodies of WST-Versicherungsverein are the members’ assembly, the society’s
supervisory board and the society’s management board.
Members’ Assembly
The members’ assembly is the highest level executive body of WST-Versicherungsverein. It is
composed of between 40 and 60 members acting on a voluntary basis, who represent the customers
of Wiener Städtische AG and are elected by the members’ assembly for a term of 6 years. Re-election
is possible. The members of the society’s supervisory board, except for its chairman and his deputy,
are not eligible to be elected. The members’ assembly meets at least once a year. The members’
assembly has, in particular, the following powers and rights:
to decide in all matters which, pursuant to the Stock Corporation Act, are the responsibility of
the shareholders’ meeting of the Issuer, before WST-Versicherungsverein exercises its shareholder
rights in these matters,
to receive information with regard to matters of the Issuer and the exercise of shareholders’
rights,
to elect and remove the members of the society’s supervisory board,
to formally approve the actions of the society’s management board and supervisory board,
to appoint auditors to audit transactions within the management of the Issuer,
to bring claims of the Issuer against the members of the Issuer’s management board or
supervisory board in connection with the management of the Issuer, and
to determine the remuneration of the members of the society’s supervisory board and
reimbursement of expenses of members of the members’ assembly.
A request by the members for a resolution to be adopted by the members’ assembly must be
signed by at least 2% (in the case of proposals for election to the members’ assembly: 1%) of the
members.
Supervisory Board of the Society
The society’s supervisory board is composed of between 9 and 13 members elected by the
members’ assembly and further members nominated by the central works council of the Issuer and
also elected by the members’ assembly. For this purpose, the central works council nominates
persons from among the employee representatives who are members of the Issuer’s supervisory
board. The number of such supervisory board members nominated by the central works council may
not exceed 50% of the remaining members belonging to the society’s supervisory board. (In case this
is an uneven number, a further member may be elected from the employee representatives of the
Issuer’s supervisory board).
The term of office of the society’s supervisory board is designed in analogy to the Stock
Corporation Act, i.e. the members of the supervisory board are elected until the termination of the
meeting of the members’ assembly adopting the resolution for formal approval of supervisory board’s
actions during the fourth fiscal year after their election, unless they are elected for a shorter period of
time. Certain transactions are subject to the approval of the society’s supervisory board (simple
majority), in particular the acquisition and disposal of ownership interests and the determination of the
general principles of business policy. If the society’s supervisory board approves the annual financial
statements, they shall be deemed to be formally approved, unless the society’s management board
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