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Erste Bank JPMorgan Merrill Lynch International

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CERTAIN U.S. MATTERS<br />

The Subscription Rights and the Offer Shares have not been and will not be registered under the<br />

Securities Act and may not be exercised, offered or sold except pursuant to an exemption from, or in<br />

a transaction not subject to, the registration requirements of the Securities Act and applicable state<br />

securities laws.<br />

Accordingly, the Subscription Rights and the Offer Shares are being offered and sold in the United<br />

States only to QIBs in transactions exempt from the registration requirements of the Securities Act and<br />

outside the United States in offshore transactions in reliance on Regulation S under the Securities Act.<br />

Prospective purchasers are hereby notified that sellers of the Offer Shares may be relying on the<br />

exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A.<br />

For a description of certain restrictions on offers, sales and transfer of the subscription rights and the<br />

Offer Shares, see “Plan of Distribution – Selling Restrictions” and“Plan of Distribution – Restrictions on<br />

Resale”.<br />

The securities offered hereby have not been recommended by any United States federal or state<br />

securities commission or regulatory authority. Furthermore, the foregoing authorities have not passed<br />

upon the merits of the Offering or confirmed the accuracy or determined the adequacy of this<br />

prospectus. Any representation to the contrary is a criminal offence in the United States.<br />

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY<br />

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A<br />

LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED<br />

STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS<br />

EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE<br />

CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY<br />

DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER<br />

ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A<br />

SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN<br />

ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN<br />

APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE OR<br />

CAUSE TO BE MADE TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY<br />

REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.<br />

AVAILABLE INFORMATION<br />

If, at any time, Wiener Städtische AG is neither subject to Section 13 or 15(d) of the United<br />

States Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor exempt from reporting<br />

pursuant to Rule 12g3-2(b) under the Exchange Act, it will furnish, upon request, to any owner of<br />

Offer Shares, or any prospective purchaser designated by any such owner, the information required to<br />

be delivered pursuant to Rule 144(d)(4) under the Securities Act. In such cases, Wiener Städtische<br />

AG will also furnish to each such owner all notices of shareholders’ meetings and other reports and<br />

communications that are made generally available to shareholders by it.<br />

ENFORCEMENT OF CIVIL LIABILITIES<br />

Wiener Städtische AG is organized under the laws of the Republic of Austria. The members of<br />

Wiener Städtische AG’s management and supervisory board and certain experts named in this<br />

Prospectus are not residents of the United States and all or a substantial portion of the assets of such<br />

persons and of Wiener Städtische AG are located outside of the United States. In addition, WST-<br />

Versicherungsverein, the principal shareholder of Wiener Städtische AG, is organized under the laws<br />

of the Republic of Austria, with substantially all of its assets located outside of the United States. As a<br />

result, it may not be possible for investors to effect service of process within the United States upon<br />

Wiener Städtische AG, WST-Versicherungsverein or such other persons or to enforce against them in<br />

U.S. courts judgments obtained in such courts based on the civil liability provisions of the U.S. securities<br />

laws. In general, the enforceability in Austrian courts of final judgments of U.S. courts would<br />

require retrial of the case in the Republic of Austria.

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