Erste Bank JPMorgan Merrill Lynch International

Investors resident in countries other than Austria and the Czech Republic may suffer dilution
if they are unable to exercise pre-emptive rights in future capital increases
Under Austrian corporate law, shareholders generally have preferential subscription rights
(Bezugsrechte) relating to any shares issued by the issuer in a capital increase, in proportion to their
shareholding. Due to restrictions in other jurisdictions (including the United States), shareholders
outside Austria may possibly be prohibited under applicable law or excluded under the terms of the
capital increase from participating in future capital increases, which could result in dilution of those
shareholders’ proportionate interests in the Issuer. Moreover, open-market purchases to counteract
such dilution could be on terms less favorable than those offered to other shareholders in connection
with a capital increase.
Fluctuations in the value of the Euro will affect the value of the Shares when converted into
other currencies
The Shares traded on the Vienna Stock Exchange are quoted in Euro and the Shares traded on
the Prague Stock Exchange are quoted in Czech Crowns. Potential investors that effect transactions
in currencies other than the Euro or Czech Crowns, as the case may be, should be aware that
fluctuations in the exchange rates between the Euro or Czech Crown and such other currency will
influence and potentially reduce the value of, and return on, the Shares when converted into a foreign
currency.
A suspension of trading in the Shares could adversely affect the share price
The FMA is authorized to suspend or request the relevant regulated market on which the Shares
are admitted to trading to suspend such securities from trading due to various reasons. The FMA is
further authorized to instruct the Vienna Stock Exchange to suspend trading in an issuer’s securities
in connection with measures taken against market manipulation and insider trading. The operator of a
regulated market over which the FMA has supervisory jurisdiction shall suspend trading in securities
which no longer comply with the rules of the regulated market unless such a step would be likely to
cause significant damage to the investors’ interest or the orderly functioning of the market. If the
operator of the regulated market does not do so, the FMA shall demand the suspension of trading in
securities, if it is in the interest of the orderly functioning of the market and does not damage investors’
interests. The same applies to the Czech National Bank in its function as financial market supervisory
authority of the Czech Republic. Any suspension in the trading of the Shares either on the Vienna
Stock Exchange and/or the Prague Stock Exchange could adversely affect the share price.
Investors may not be able to recover damages based on the actuarial opinions with respect
to the embedded values of the Vienna Insurance Group and the Target Companies included
in this Prospectus
Actuarial firm B&W Deloitte GmbH (“B&W Deloitte”) has reviewed certain statements in this
Prospectus regarding the embedded value of the Vienna Insurance Group and certain of the Target
Companies and issued letters thereon, which are included in this Prospectus. In its letters, Deloitte
seeks to limit its responsibility towards third parties for any loss suffered by them as a result of its
opinions. No assurance can, therefore, be given that investors will be able to recover damages from
Deloitte based on its letters included in this Prospectus.
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