Erste Bank JPMorgan Merrill Lynch International

More documents

Recommendations

Info

REPORT OF THE SUPERVISORY BOARD The Supervisory Board reports that it has taken the opportunity to comprehensively review the management of the Company, both acting as a body and also regularly through its Chairman and his Deputy. Detailed presentations and discussions during Supervisory Board and Supervisory Board Committee meetings were used for this purpose, as well as numerous meetings with the members of the Management Board, who provided exhaustive explanations and evidence relating to the management and the financial position of the Group on the basis of appropriate documentation. The strategy, business performance and risk management of the Company were also discussed in these meetings. The Supervisory Board formed four committees from among its members. Information on the responsibilities and members of these committees is available on the Company’s website. One ordinary Annual General Meeting of Shareholders and four Supervisory Board meetings were convened in 2007. In addition, two meetings of the Audit Committee were held. The committee for decisions on urgent matters was contacted on a total of ten matters. The Supervisory Board was informed of any resolutions passed by the committees at the respective next Supervisory Board meeting. The auditor attended the Audit Committee meetings, the Supervisory Board meetings which dealt with the approval of the annual financial statements and their preparation and with the audit of the annual financial statements and consolidated financial statements, as well as the Annual General Meeting of Shareholders. In addition, in 2007 two meetings of the committee for Management Board matters were also held. No agenda items were discussed in the Supervisory Board and committee meetings without participation by members of the Management Board. No member of the Supervisory Board attended fewer than half of the Supervisory Board meetings. The 2007 annual financial statements and management report from the Management Board was received, reviewed and carefully examined by the Supervisory Board Audit Committee. The Supervisory Board Audit Committee also carefully reviewed the 2007 consolidated financial statements and Group management report. The proposal of the Management Board for appropriation of the profits was also debated and discussed in the course of this review. At a result of this review and discussion, a unanimous resolution was adopted to recommend to the Supervisory Board unqualified acceptance thereof. The committee chairman informed the Supervisory Board of the resolutions adopted by the committee. The 2007 annual financial statements and management report, the 2007 consolidated financial statements and Group management report, as well as the Management Board’s proposal for appropriation of the profits were then addressed, thoroughly discussed, and reviewed by the Supervisory Board. At the conclusion of this discussion and review, the Supervisory Board adopted a unanimous resolution to raise no objections to these documents, to approve the annual financial statements and consolidated financial statements prepared by the Management Board, and to indicate its consent to the Management Board’s proposal for appropriation of the profits. The 2007 annual financial statements have therefore been approved in accordance with § 125 (2) of the Austrian Stock Corporation Act. The Supervisory Board further informs the General Meeting of Shareholders that the 2007 annual financial statements and management report, and the 2007 consolidated financial statements and Group management report, were audited by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, and that the auditor’s reports were discussed by the Audit Committee and by the full Supervisory Board together with KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft. The ultimate findings of the audit provided no basis for any qualifications to be raised. The Supervisory Board in turn declares that it has nothing to add to the auditor’s report. F-78
The Supervisory Board therefore proposes to the Annual General meeting of Shareholders that it decide on the appropriation of profits in accordance with the proposal of the Management Board and give its discharge to the actions of the Management Board and of the Supervisory Board. Vienna, March 2008 The Supervisory Board: KR Dkfm. Klaus Stadler (Chairman) F-79
Page 1:
WIENER STÄDTISCHE Versicherung AG
Page 4 and 5:
Stabilization measures. In connecti
Page 6 and 7:
[THIS PAGE INTENTIONALLY LEFT BLANK
Page 8 and 9:
Proceeding Regarding BA-CA Versiche
Page 10 and 11:
Page 12 and 13:
in detail factors which may influen
Page 14 and 15:
“Benefia Non-Life” refers to BE
Page 16 and 17:
“Unita” refers to Unita S.A. Vi
Page 18 and 19:
Health insurance products are marke
Page 20 and 21:
The Vienna Insurance Group can give
Page 22 and 23:
The Offer Period and the Employee O
Page 24 and 25:
Entitlement to Dividends: . . . . .
Page 26 and 27:
RISK FACTORS Potential investors sh
Page 28 and 29:
negative effects on the Vienna Insu
Page 30 and 31:
safeguard the stability of the publ
Page 32 and 33:
The Vienna Insurance Group depends
Page 34 and 35:
Since the purchase price of the Tar
Page 36 and 37:
always passed such resolutions as p
Page 38 and 39:
General THE OFFERING The Offering c
Page 40 and 41:
Global Coordinators on the basis of
Page 42 and 43:
PLAN OF DISTRIBUTION Scope of and A
Page 44 and 45:
Termination, Indemnification The Pu
Page 46 and 47:
Japan The Offer Shares have not bee
Page 48 and 49:
CAPITALIZATION The following table
Page 50 and 51:
USE OF PROCEEDS Assuming all of the
Page 52 and 53:
DIVIDEND POLICY All Existing Shares
Page 54 and 55:
The respective country agreements i
Page 56 and 57:
The table below sets forth key fina
Page 58 and 59:
Page 60 and 61:
Page 62 and 63:
year, the Target Companies derived
Page 64 and 65:
SELECTED FINANCIAL DATA The followi
Page 66 and 67:
Vienna Insurance Group ranked secon
Page 68 and 69:
Year Real economic growth Consumer
Page 70 and 71:
therefore, good growth potential st
Page 72 and 73:
Non-life rate-setting Rate-setting
Page 74 and 75:
has also remained between 9.5 and 1
Page 76 and 77:
Insurance policies generally includ
Page 78 and 79:
Severance obligations Based on stat
Page 80 and 81:
increase also came from insurance c
Page 82 and 83:
of the scope of consolidation throu
Page 84 and 85:
Financial result The following tabl
Page 86 and 87:
The following table sets forth by r
Page 88 and 89:
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 130 and 131:
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 138 and 139:
Page 140 and 141:
at equity). The table below provide
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 178 and 179:
Page 180 and 181:
Page 182 and 183:
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
Page 190 and 191:
through a resolution of the shareho
Page 192 and 193:
After the capital increase resolved
Page 194 and 195:
The following measures require purs
Page 196 and 197:
Neither Austrian law nor the Articl
Page 198 and 199:
Dividend Rights The offered New Sha
Page 200 and 201:
the purchase price exceeds 10% of t
Page 202 and 203:
The executive bodies of WST-Versich
Page 204 and 205:
esolution on the formal approval of
Page 206 and 207:
Taxation in Austria TAXATION Taxes
Page 208 and 209:
Capital Gains Resident Shareholders
Page 210 and 211:
tax consequences that may be releva
Page 212 and 213:
liability and may entitle such hold
Page 214 and 215:
THE VIENNA STOCK EXCHANGE The infor
Page 216 and 217:
Trading Volume In 2006, the aggrega
Page 218 and 219:
Czech languages. The dissemination
Page 220 and 221:
Takeover Commission and must prepar
Page 222 and 223:
THE PRAGUE STOCK EXCHANGE The follo
Page 224 and 225:
est quotation. During the closed ph
Page 226 and 227:
obligations; or (iv) a criminal off
Page 228 and 229:
Operating private hospitals in the
Page 230 and 231:
RESPONSIBILITY STATEMENT PURSUANT T
Page 232 and 233:
CONSOLIDATED BALANCE SHEET AS OF 31
Page 234 and 235:
CONSOLIDATED SHAREHOLDERS’ EQUITY
Page 236 and 237:
CONSOLIDATED CASH FLOW STATEMENT FR
Page 238 and 239:
SEGMENT REPORTING CONSOLIDATED INCO
Page 240 and 241:
total of 29 domestic and 41 foreign
Page 242 and 243:
In the third quarter, the Celetná
Page 244 and 245:
existing on the balance sheet repor
Page 246 and 247:
For both owner-occupied and third p
Page 248 and 249:
The credit quality of each contract
Page 250 and 251:
not set to zero for Group subsidiar
Page 252 and 253:
The calculations for 31 December 20
Page 254 and 255:
RISK REPORTING The Vienna Insurance
Page 256 and 257:
internal processes, strategic procu
Page 258 and 259: Concentration risk Concentration ri
Page 260 and 261: Other securities Financial investme
Page 262 and 263: The following table shows Vienna In
Page 264 and 265: measurement of the value of a compa
Page 266 and 267: that occurred in the current and al
Page 268 and 269: amount, the closely held corporatio
Page 270 and 271: Unrealised profits and losses are a
Page 272 and 273: Affiliated companies and participat
Page 276 and 277: Detail: Acquisition Costs Carried F
Page 278 and 279: 9. RECEIVABLES Detail in EUR ’000
Page 280 and 281: 13. CONSOLIDATED SHAREHOLDERS’ EQ
Page 282 and 283: Development in EUR ’000 Property/
Page 284 and 285: Development in life insurance 31.12
Page 286 and 287: Development in severance obligation
Page 288 and 289: 24. LIABILITIES Detail in EUR ’00
Page 290 and 291: Off-balance sheet commitments The f
Page 292 and 293: Premiums written — Direct life in
Page 294 and 295: Detail — income in EUR ’000 Cur
Page 296 and 297: Detail — expenses in EUR ’000 D
Page 298 and 299: Detail in EUR ’000 Property/Casua
Page 300 and 301: Detail in EUR ’000 Property/Casua
Page 302 and 303: The Supervisory Board is composed o
Page 304 and 305: the Austrian Stock Corporation Act
Page 306 and 307: SIGNIFICANT EVENTS AFTER THE BALANC
Page 310 and 311: INDEPENDENT AUDITOR’S REPORT We h
Page 312 and 313: CONSOLIDATED BALANCE SHEET AS OF 31
Page 314 and 315: CONSOLIDATED SHAREHOLDERS’ EQUITY
Page 316 and 317: CONSOLIDATED CASH FLOW STATEMENT FR
Page 318 and 319: SEGMENT REPORTING CONSOLIDATED INCO
Page 320 and 321: 28 does not exist, since Wiener St
Page 322 and 323: Information on the companies that a
Page 324 and 325: Accounting policies for specific it
Page 326 and 327: Financial investments Financial inv
Page 328 and 329: Active tax deferrals are not recogn
Page 330 and 331: policyholders. These reserves are f
Page 332 and 333: Operating expenses Group personnel
Page 334 and 335: To manage these underwriting risks,
Page 336 and 337: The Vienna Insurance Group has made
Page 338 and 339: Investments segment Health Life in
Page 340 and 341: Equities As of 31 December 2006, Vi
Page 342 and 343: The following table shows the Vienn
Page 344 and 345: The shareholder margin is calculate
Page 346 and 347: Reinsurance The Vienna Insurance Gr
Page 348 and 349: Development of purchased insurance
Page 350 and 351: 4. PARTICIPATIONS On 31 December 20
Page 354 and 355: The information required under § 2
Page 356 and 357: For financial investments available
Page 358 and 359:
9. RECEIVABLES Detail in EUR ’000
Page 360 and 361:
13. CONSOLIDATED SHAREHOLDERS’ EQ
Page 362 and 363:
14. SUBORDINATED LIABILITIES Subord
Page 364 and 365:
Health insurance mathematical reser
Page 366 and 367:
Maturities in EUR ’000 31.12.2006
Page 368 and 369:
23. OTHER PROVISIONS Detail in EUR
Page 370 and 371:
agreements with other insurers conc
Page 372 and 373:
income statement. A portion of the
Page 374 and 375:
Detail — income in EUR ’000 Cur
Page 376 and 377:
The Other income of EUR 7,091 milli
Page 378 and 379:
33. OTHER EXPENSES Detail in EUR
Page 380 and 381:
The Supervisory Board is comprised
Page 382 and 383:
The Managing Board is comprised of
Page 384 and 385:
Significant events after the balanc
Page 386 and 387:
AUDITOR’S REPORT We have audited
Page 388 and 389:
REPORT OF THE SUPERVISORY BOARD The
Page 390 and 391:
CONSOLIDATED BALANCE SHEET AS OF 31
Page 392 and 393:
CONSOLIDATED INCOME STATEMENT FOR T
Page 394 and 395:
SEGMENT REPORTING CONSOLIDATED BALA
Page 396 and 397:
NOTES TO THE CONSOLIDATED FINANCIAL
Page 398 and 399:
During the reporting period from 1
Page 400 and 401:
negative, taking into account capit
Page 402 and 403:
factors including contract and mark
Page 404 and 405:
The creditworthiness of each contra
Page 406 and 407:
formed at the individual policy lev
Page 408 and 409:
The reserves are recognised at the
Page 410 and 411:
The other capital assets item consi
Page 412 and 413:
date, real estate has not represent
Page 414 and 415:
Embedded value sensitivity analysis
Page 416 and 417:
IBNR provisions are formed to offse
Page 418 and 419:
Private customer activities. Privat
Page 420 and 421:
Detail in EUR ’000 31.12.2005 31.
Page 422 and 423:
Affiliated companies and participat
Page 424 and 425:
Affiliated companies and participat
Page 426 and 427:
For financial instruments available
Page 428 and 429:
10. CASH AND CASH EQUIVALENTS Detai
Page 430 and 431:
existing preferred shares may be is
Page 432 and 433:
17. RESERVE FOR OUTSTANDING CLAIMS
Page 434 and 435:
22. OTHER PROVISIONS Detail in EUR
Page 436 and 437:
Other threatened and pending court
Page 438 and 439:
Premiums written, total account Pro
Page 440 and 441:
29. OTHER INCOME Detail in EUR ’0
Page 442 and 443:
Detail in EUR ’000 Property/Casua
Page 444 and 445:
35. OTHER INFORMATION The Superviso
Page 446 and 447:
The Management Board is comprised o
Page 448 and 449:
in the area of pension funds in Bul
Page 450 and 451:
Tax-free reserves In the consolidat
Page 452 and 453:
AUDITOR’S REPORT We have audited
Page 454 and 455:
Banker’s blanket bond The Banker
Page 456 and 457:
Expense ratio The ratio of premium
Page 458 and 459:
Loss ratio The percentage ratio of
Page 460 and 461:
Shares of minority shareholders in
Page 462 and 463:
experience are normal and are to be
Page 464 and 465:
The FOG and the Cost of Non-Market
Page 466 and 467:
The NBV has only been calculated fo
Page 468 and 469:
policyholder behaviors, i.e. some a
Page 470 and 471:
The yields shown are risk-free euro
Page 472 and 473:
Sensitivity Analysis EEV The follow
Page 474 and 475:
B&W Deloitte GmbH Magnusstra�e 11
Page 476 and 477:
Embedded Value of the Target Compan
Page 478 and 479:
3.2 Value of In-Force The VIF is th
Page 480 and 481:
5. Sensitivity Analysis The followi
Page 482 and 483:
Page 484 and 485:
Page 486 and 487:
ZUSAMMENFASSUNG DES PROSPEKTS Diese
Page 488 and 489:
Gewinn vor Steuern von rund 1,05 Mr
Page 490 and 491:
Sollten es die bisherigen Aktionär
Page 492 and 493:
Mai 2008 ablaufen. Die Bezugsrechte
Page 494 and 495:
diesem Prospekt enthaltenen Konzern
Page 496 and 497:
SHRNUTÍ PROSPEKTU Toto shrnutí pr
Page 498 and 499:
Dne 26. brˇezna 2008 uzavrˇely sp
Page 500 and 501:
Uplatnění Upisovacích práv ze s
Page 502 and 503:
prˇedstavují právo prˇevodu na
Page 504 and 505:
Vybrané informativní finanční
Page 506 and 507:
show all

Erste Bank JPMorgan Merrill Lynch International

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?