Erste Bank JPMorgan Merrill Lynch International

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INDEPENDENT AUDITOR’S REPORT We have audited the consolidated financial statements of WIENER STÄDTISCHE Versicherung AG VIENNA INSURANCE GROUP, Vienna, for the financial year from 1 January to 31 December 2007. Those financial statements comprise the balance sheet as at 31 December 2007, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with laws and regulations applicable in Austria and Austrian Standards on Auditing and International Standards on Auditing, issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluation of the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Audit opinion Our audit did not give rise to any objections. Based on the results of our audit in our opinion the consolidated financial statements present fairly, in all material respects, the financial position of the group as of 31 December 2007 and of its financial performance and its cash flows for the financial year from 1 January 2007 to 31 December 2007 in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU. F-80
Report on other Legal requirements Law and regulation applicable in Austria require us to perform audit procedures whether the group management report is consistent with the consolidated financial statements and whether the other disclosures made in the group management report do not give rise to misconception of the position of the group. In our opinion, the Group Management Report is consistent with the consolidated financial statements. KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft Mag. Michael Schlenk Wirtschaftsprüfer Vienna, 12 March 2008 F-81 Mag. Thomas Smrekar Wirtschaftsprüfer
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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
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individual subsidiaries are respons
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Currently, neither the Management B
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EMBEDDED VALUE OF WIENER STÄDTISCH
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Group Embedded Value The following
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Overview BUSINESS With approximatel
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Life Insurance The life insurance b
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for a strong demand for these produ
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For more information regarding comp
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that entity. In 1938, “Gemeinde W
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In 2005, the Issuer acquired a part
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The following table sets forth the
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damages. The changes in the Vienna
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Corporate Customers In the property
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medical treatment, medicines (inclu
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In connection with endowment insura
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Wiener Städtische AG offers produc
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premiums written in fiscal year 200
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The Vienna Insurance Group conducts
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KOMUNÁLNA Poist’ovňa, a.s. Vien
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Description of the Six Most Importa
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11.8%), with premiums increasing by
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subsidiary of TBIH) transferred its
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The investment policy is more conse
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at equity). The table below provide
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ought against them will have a mate
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Trademarks and Patents The names
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Risk Management Organization The Gr
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Auditing In keeping with the minimu
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Reinsurers with a lower rating are
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Real Estate Risk The value of the r
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On the basis of the Group’s inter
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INSURANCE SUPERVISION Wiener Städt
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an ongoing basis. Insurance compani
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Persons that would like to directly
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In addition to his responsibilities
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Chairman of the supervisory board o
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Member of the supervisory board of
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General director (retired) KR Dr. K
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Members of the Extended Board The f
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Members of the Group Management Boa
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the extended Group board since 2008
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Member of management board, supervi
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Shares and Stock Options Held by Me
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Human Resources Committee (committe
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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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Page 264 and 265: measurement of the value of a compa
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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 308 and 309: REPORT OF THE SUPERVISORY BOARD The
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
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Page 322 and 323: Information on the companies that a
Page 324 and 325: Accounting policies for specific it
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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
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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 BALANCE SHEET AS OF 31
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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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Affiliated companies and participat
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Affiliated companies and participat
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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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Detail in EUR ’000 Property/Casua
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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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