DE MERGER AGREEMENT VIG

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					         Translation from German original – in cases of doubt the German version prevails




                          DE-MERGER AND ACQUISITION AGREEMENT



                                        concluded between




                VIENNA INSURANCE GROUP Wiener Städtische Versicherung AG
                                            FN 75687 f
                                         Schottenring 30
                                           1010 Vienna
                           (in short "VIG" or "Transferring Company")


                                               and




                                       VERSA-Beteiligungs AG
                                            FN 333376 i
                                           Schottenring 30
                                            1010 Vienna
                             (in short "VERSA" or "Acquiring Company")




101747475v4
Introduction

A.      VIENNA INSURANCE GROUP Wiener Städtische Versicherung AG ("VIG") is a stock corpora-
        tion incorporated and existing under the laws of Austria, with its seat in Vienna and its business
        address Schottenring 30, 1010 Vienna, registered in the Austrian companies register (Firmen-
        buch) at FN 75687 f. The registered capital of VIG amounts to EUR 132,887,468.20 (Euro one
        hundred thirty-two million eight hundred eighty-seven thousand four hundred sixty-eight comma
        twenty) and is divided into 128,000,000 (one hundred twenty-eight million) no-par value shares,
        whereas each share participates in the registered capital equally.

B.      VIG is an Austrian insurance company, which is operating in the domestic and international
        insurance business and other business areas; due to the continuing expansion of its home mar-
        ket in Central and Eastern Europe, VIG has in recent years become one of the biggest insur-
        ance companies in this region.

C.      In order to account for this strong growth within its organization, a new structure has been cre-
        ated by internal operational and organisational changes, which concentrates the insurance busi-
        ness in an insurance business division, while a holding structure has been established within
        the same legal entity, which aggregates central corporate functions, infrastructure and business
        divisions with group-wide responsibilities.

D.      Now, in consequent continuation of these structural changes, VIG seeks to legally separate the
        insurance business, which is concentrated in the Business Division Insurance, from the holding
        activities by way of a de-merger and transfer to a wholly owned subsidiary.

E.      The implementation shall occur by the transfer of the Business Division Insurance as outlined in
        more detail in Clause 7 of this De-Merger and Acquisition Agreement, from VIG as Transferring
        Company to VERSA-Beteiligungs AG as Acquiring Company in a de-merger by transfer by way
        of universal succession in accordance with the Austrian De-Merger Act (Spaltungsgesetz,
        "SpaltG"). The Transferring Company will continue after the de-merger.

F.      VERSA-Beteiligungs AG ("VERSA") is a stock corporation incorporated and existing under the
        laws of Austria, with its seat in Vienna and its business address Schottenring 30, 1010 Vienna,
        registered in the Austrian companies register (Firmenbuch) at FN 333376 i. The registered capi-
        tal of VERSA amounts to EUR 10,000,000 (Euro ten million) and is divided into 100,000 (one
        hundred thousand) no-par value shares, whereas each share participates in the registered capi-
        tal equally. The sole shareholder of VERSA is VIG.

G.      In this context 13 subsidiaries will be de-merged from LVP Holding GmbH, Schottenring 30,
        1010 Vienna, FN 84740 v, as Transferring Company and 100% subsidiary of VIG, to WPWS
        Vermögensverwaltung GmbH, Schottenring 30, 1010 Vienna, FN 309434 a, as Acquiring Com-
        pany and 100% subsidiary of VERSA with effect of 31.12.2009.

        With respect to the foregoing and in order to achieve this aim, VIG and VERSA are entering into
        this De-Merger and Acquisition Agreement:




101747475v4
1.      Definitions

        The terms used in this Agreement shall have the following meaning:



         Companies                      VIG and VERSA.

         VIG                            VIENNA INSURANCE GROUP Wiener Städtische Versi-
                                        cherung AG with its seat in Vienna and with its business
                                        address Schottenring 30, 1010 Vienna, registered with the
                                        Austrian companies register (Firmenbuch) at FN 75687 f.

         VERSA                          VERSA-Beteiligungs AG with its seat in Vienna and with its
                                        business address Schottenring 30, 1010 Vienna, registered
                                        with the Austrian companies register (Firmenbuch) at
                                        FN 333376 i.

         Employees                      Employees, trainees pursuant to the Apprenticeship Act
                                        (Berufsausbildungsgesetz) or persons in any other training
                                        relationship and freelance employees.

         Final Balance Sheet            The audited balance sheet of VIG as of 31 December 2009,
                                        which is attached to this Agreement in Annex 8.1.

         De-Merger                      The De-Merger of the Business Division Insurance from VIG
                                        as Transferring Company to VERSA as Acquiring Company
                                        by way of universal succession.

         De-Merger Balance Sheet        The balance sheet of VIG as of 1 January 2010, in which the
                                        assets and liabilities of VIG after the De-Merger are shown
                                        and which is annexed to this Agreement in Annex 8.2.

         De-Merger Agreement            This De-Merger and Acquisition Agreement.

         Insurance Business             The insurance business attributed to and managed by VIG,
                                        comprising of rights and obligations, contractual relation-
                                        ships and assets, which are not attributed to VIG Holding.

         VIG Holding                    The Transferring Company remaining after the de-merger,
                                        consisting of the assets set forth in annex 7.5.

         Acquiring Company              VERSA.

         Transferring Company           VIG.

         Transfer Balance Sheet         The balance sheet as of 1 January 2010, in which the as-
                                        sets and liabilities transferred to VERSA in the de-merger
                                        are shown and which is attached to this Agreement in An-
                                        nex 8.3.




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2.      Company name, seat and articles of association of the Companies (§ 2 para. 1 No. 1
        SpaltG)

2.1     The Transferring Company is VIENNA INSURANCE GROUP Wiener Städtische Versicherung
        AG with its seat in Vienna and the business address Schottenring 30, 1010 Vienna, FN 75687 f.

2.2     The Acquiring Company is VERSA-Beteiligungs AG with its seat in Vienna and the business
        address Schottenring 30, 1010 Vienna, FN 333376 i.

2.3     The Articles of Association of VIG and of VERSA will be modified in the general meeting which
        resolves on this de-merger:

        a)    With respect to the Transferring Company, in particular the name and the business pur-
              pose of the company and further provisions, which mostly have to be amended because
              of changes in the law, will be modified. The name of the Transferring Company shall in the
              future, meaning upon registration of this de-merger in the Austrian companies register, be
              „VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe“.

        b)    With respect to the Acquiring Company, in particular the name and the business purpose
              of the company and further provisions, which mostly have to be amended because of
              changes in the law, will be modified. The name of the Acquiring Company shall in the fu-
              ture, meaning upon registration of this de-merger in the Austrian companies register, be
              "WIENER STÄDTISCHE Versicherung AG Vienna Insurance Group“.

        The drafts of the amended articles of association of both the Transferring Company and the Ac-
        quiring Company are attached to this De-Merger and Acquisition Agreement as Annex 2.3 (a)
        and Annex 2.3 (b).

2.4     The regional advisory councils, which are appointed pursuant to § 21 of the Articles of Associa-
        tion of VIG to advise the Management Board in certain regions, will continue their activity in the
        Acquiring Company.

3.      Transfer of certain assets and liabilities of the Transferring Company, no granting of
        shares or cash compensation (§ 2 para. 1 No. 2, 3, 5, 6 and 13 SpaltG)

3.1     The Transferring Company and the Acquiring Company agree on the transfer of the total Insur-
        ance Business with all its assets and liabilities, as outlined in more detail in Clause 7 of this De-
        Merger and Acquisition Agreement, from VIG as Transferring Company to VERSA as Acquiring
        Company by a de-merger by transfer by way of universal succession, whereby the Transferring
        Company shall continue its existence and retain all remaining assets and liabilities of the Trans-
        ferring Company. The Acquiring Company accepts the transfer of the Insurance Business by
        way of universal succession in compliance with the provisions of this Agreement.

3.2     VIG is the sole shareholder of VERSA. All shareholders of the Transferring Company are indi-
        rectly participating in the Acquiring Company in the same proportion. Thus, for the shareholders
        of VIG no change of their shareholdings occurs. The Companies agree that the Acquiring Com-
        pany will grant no new shares to the shareholders of the Transferring Company (§ 17 No. 5
        SpaltG in connection with § 224 para. 2 No. 1 AktG).

3.3     The provisions on the inclusion of information into this De-Merger Agreement regarding the
        granting of shares in the new company according to § 2 para. 1 No. 2 SpaltG, the exchange rate
        of the shares and their assignment to the shareholders according to § 2 para. 1 No. 3 SpaltG,

101747475v4
        the details of the granting of shares in the new companies according to § 2 para. 1 No. 5 SpaltG
        and the timing of the granting of shares according to § 2 para. 1 No. 6 SpaltG do not apply to
        this de-merger.

3.4     An offer for cash compensation pursuant to § 17 in connection with § 11 in connection with § 2
        para. 1 No. 13 SpaltG may be omitted, since this de-merger by transfer constitutes neither a
        non-proportionate de-merger according to § 8 para. 3 SpaltG nor a de-merger by transfer be-
        tween different legal forms pursuant to § 11 SpaltG.

3.5     From the transferred assets an amount, which was the risk reserve in VIG in accordance with §
        73a VAG (taxed part), will be dedicated as risk reserve according to § 73a VAG in VERSA. This
        amount will be identified in the Transfer Balance Sheet as risk reserve pursuant to § 73a VAG
        within the equity capital. The free capital reserve resulting from the de-merger will be reduced in
        the same amount in VERSA.

4.      No decrease of the share capital (§ 2 para. 1 No. 4 SpaltG)

4.1     The actual value of the residual net assets of the Transferring Company exceeds the amount of
        its nominal share capital plus restricted reserves after the implementation of the de-merger.
        Therefore, an agreement pursuant to § 2 para. 1 No. 4 SpaltG is not necessary.

4.2     The nominal share capital of the Transferring Company will not be reduced because of the de-
        merger pursuant to § 3 para. 4 SpaltG. A consolidation of shares in the Transferring Company
        will not take place.

5.      Effective day of the de-merger (§ 2 para. 1 No. 7 SpaltG)

5.1     The de-merger takes place with effect of 31. (thirty first) December 2009 (two thousand nine)
        24:00 (twenty four) hours (§ 33 para. 6 UmgrStG), so that for fiscal and contractual purposes
        between the involved Companies, all actions of the Transferring Company after the beginning of
        1. (first) January 2010 (two thousand ten) regarding the Insurance Business are deemed to be
        taken for the account of the Acquiring Company.

5.2     From the beginning of 1. (first) January 2010 (two thousand ten) all actions, benefits and bur-
        dens, rights and obligations regarding the Insurance Business shall be for the account of the
        Acquiring Company, which shall succeed into all transactions concluded by the Transferring
        Company with respect to the Insurance Business and shall in general succeed into all rights and
        obligations accordingly. Thus, from this day on, the Acquiring Company is entitled to all paid or
        assigned dividends regarding holdings that belong to the Insurance Business.

6.      No special rights or benefits (§ 2 para. 1 No. 8 and 9 SpaltG)

6.1     Rights within the meaning of § 2 para. 1 No. 8 SpaltG are granted neither to the shareholders of
        the Transferring Company nor to the shareholder of the Acquiring Company nor to any other
        persons. Actions in the meaning of § 2 para. 1 No. 8 SpaltG are not intended and will not be
        made.

6.2     Special advantages within the meaning of § 2 para. 1 No. 9 SpaltG are granted neither to a
        member of the Management Board, nor to a member of the Supervisory Board of the involved
        Companies, nor to the de-merger auditor, nor to the regular auditor. The adequate fees to be
        paid to the regular auditor, the de-merger auditor, the auditor of the residual property, or any
        other auditor, do not constitute a special advantage within the meaning of § 2 para. 1 No. 9
        SpaltG.

101747475v4
7.      Detailed description and assignment of certain assets and liabilities (§ 2 para. 1 No. 10
        and 11 SpaltG)

7.1     The exact description and assignment of the assets which shall be transferred to the Acquiring
        Company and of the assets which shall remain with the Transferring Company shall be deter-
        mined as follows:

7.2     The main principles and definitions for the assignment are:

        a)    The term "Assets" as used in this Agreement includes balanceable assets and liabilities,
              other receivables and payables, rights and obligations, as well as other contractual rela-
              tionships with third parties, including rights and obligations, encumbrances and obligations
              of a non-contractual nature, and in each case regardless of whether they are of in rem or
              contractual or private or public law nature.

        b)    Assignment according to the policy number: Insofar as the Transferring Company main-
              tains a policy number for the recording, settlement or completion of insurance-related le-
              gal relationships, or an insurance-related legal relationship is generally registered under
              such policy number by the Transferring Company, the assignment of such legal relation-
              ship and the legal relationship with the customer in general shall be based on the assign-
              ment of such policy identified by its policy number.

        c)    „Customers“ are comprehensively all contracting partners in insurance-related legal rela-
              tionships, regardless of whether they are individuals or legal entities.

7.3     The transferred assets are all assets and liabilities and the whole business of VIG, except the
        contractual relationships and Assets described in more detail in Clause 7.5, which are not part of
        the Insurance Business, but form the VIG Holding and remain with the Transferring Company:
        Thus, the subject of the de-merger are the assets and liabilities of the Insurance Business. The
        Insurance Business is a business division according to § 32 para. 2 UmgrStG in connection with
        § 12 para. 2 No. 1 UmgrStG.

7.4     With respect to its organisational structure, the Insurance Business comprises in particular the
        insurance business in the responsibility of the management board committee Wiener Städtische
        and the service units attributed to such management board committee. Commercially, the Insur-
        ance Business comprises the total insurance business including the transactions and activities
        conducted by the attributed central organisational units.

        The business areas which are in the responsibility of the management board committee Vienna
        Insurance Group as well as the other organisational units under the responsibility of this man-
        agement board committee with group-wide infrastructure and other central and in particular
        managing group functions including all transactions and activities conducted by these opera-
        tional units, which do neither with respect to the organisational structure nor with respect to
        business activities form part of the Insurance Business, will remain with the Transferring Com-
        pany.

7.5     Only the following listed contractual relationships and Assets, described in the Annexes, remain
        with the Transferring Company:




101747475v4
       (i)     Assets and liabilities

               All assets and liabilities included in the De-Merger Balance Sheet and all assets and li-
               abilities attributed to VIG Holding remain with the Transferring Company, including all bal-
               anceable assets and liabilities, other receivables and payables, rights and obligations,
               other contractual relationships with third parties, including rights and obligations, encum-
               brances and obligations of a non-contractual nature, and in each case regardless of
               whether they are of in rem or contractual or private or public law nature.

               All other Assets and liabilities are transferred to VERSA. These are included in the Trans-
               fer Balance Sheet.

               The ongoing results of the Insurance Business of VIG belong to VERSA as of 1.1.2010
               der VERSA.

       (ii)    Public authorizations and licenses

               The Transferring and the Acquiring Company declare that the existing insurance license
               of VIG according to Annex 7 (ii) will completely transfer to the Acquiring Company.

               The business license for services of automatic data processing and information technol-
               ogy pursuant to § 103 para. 1 item a No. 2 GewO (free business), Register 990, business
               register number 012768G02, will be divided. The division will create a new business li-
               cense for the Acquiring Company irrespective of the continuation of the business license
               with the Transferring Company. The Transferring Company will not discontinue the busi-
               ness license. Thus, the business license will continue to exist also with the Transferring
               Company.

       (iii)   Employees

               All employment contracts and other labour law related relationships with Employees trans-
               fer to the Acquiring Company, except for the employment contracts and other labour law
               related relationships as of 31.12.2009 with Employees identified by their personal number
               listed in Annex 7 (iii) – these remain with the Transferring Company.

               The Acquiring Company succeeds in all existing employment contracts with Employees
               who are subject to the transfer pursuant to the provisions of the Austrian Labour Con-
               tracts-Adjustments Act (Arbeitsvertragsrechts-Anpassungsgesetzes AVRAG).

               Balance sheet items regarding Employees and Retirees included in the transfer move in
               the course of this de-merger from the Transferring Company to the Acquiring Company.

               Retirees within the meaning of this provision are persons, who received from the Transfer-
               ring Company on 1.1.2010 a company pension (direct performance guarantee) based on
               a former employment contract, or who have a claim for a company pension (direct per-
               formance guarantee), but are not yet receiving a company pension, because it is sus-
               pended.

               All labour law related legal and contractual relationships of VIG with members of the man-
               agement board of VIG who will assume the position of a member of the management
               board of the Acquiring Company and who will quit the Management Board of the Transfer-
               ring Company, these are the labour law related legal and contractual relationships of Mr.


101747475v4
               Mag. Robert Lasshofer, Ms. Dr. Christine Dornaus, Ms. Dr. Judit Havasi and Mr. Erich
               Leisz, are deemed to belong to the Insurance Business and transfer to the Acquiring
               Company.

               In case of amendments after the effective day of the de-merger, with respect to which An-
               nex 7 (iii) has been made, the following assignment rules shall apply:

               For newly entering and re-entering Employees from 1.1.2010 on, as far as there is no as-
               signment in this Agreement, in particular when returning after completion of an external
               assignment, the direct assignment of the organisational unit in which such Employee will
               work henceforward shall be decisive: if such organisational unit remains with the Transfer-
               ring Company, the corresponding employment contract and other labour law related rela-
               tionships remain with the Transferring Company, in other cases such relationship is
               deemed to belong to the Insurance Business.

       (iv)    Legal relationships with insurance customers

               Legal relationships with insurance customers transfer to the Acquiring Company by way of
               universal succession.

       (v)     Rights in rem

               All rights in rem in movable and immovable property as well as all rights arising from per-
               sonal securities that have been granted to the Transferring Company to secure rights of
               Assets assigned to VIG Holding, remain with the Transferring Company. All other rights in
               rem transfer to the Acquiring Company.

       (vi)    Contractual relationships

               All other contractual relationships assigned to VIG Holding as listed in Annex 7 (vi), and all
               income and expenditures out of these agreements since the effective date of the de-
               merger remain with the Transferring Company. Furthermore, all agreements, which have
               been concluded since 1 January 2010 in the ordinary course of business and which are
               assigned to VIG Holding remain with the Transferring Company.

               All contractual relationships, which the Transferring Company has concluded with Central
               Point Insurance IT-Solutions GmbH, FN 80111 k, Schottenring 30, 1010 Wien, remain
               with the Transferring Company.

               All other contracual relationships including amendments, supplements and side letters, ir-
               respective of their headline, transfer to the Acquiring Company.

       (vii)   Fixed assets

               All fixed assets consisting of tangible and intangible assets are transferred to the Acquir-
               ing Company, except for the intangible assets listed in Annex 7 (vii), in particular the IT-
               hardware used by VIG Holding and owned by the Transferring Company. These remain
               with the Transferring Company.




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       (viii)   Securities deposit accounts, bonds, loans, other borrowings and bank deposits

                All securities and bank deposits, except the securities deposit accounts, bonds, loans,
                other borrowings and bank deposits which are listed in Annex 7 (viii), are transferred to
                the Acquiring Company.

       (ix)     Leases

                All rental agreements and all registered and non-registered leases of real property, and all
                rental agreements concerning office equipment transfer to the Acquiring Company, except
                the rental agreements and registered and non-registered leases of real property which
                remain with the Transferring Company and are listed in Annex 7 (x) b. Insofar as real
                property owned by VIG Holding is used by the Insurance Business, the Transferring Com-
                pany undertakes to conclude a separate agreement with the Acquiring Company with re-
                spect of their use.

       (x)      Real property

                All real property owned by the Transferring Company transfers to the Acquiring Company,
                except real property which remains with VIG Holding. Annex 7 (x) a lists the transferred
                real property, Annex 7 (x) b lists real property that remains with the Transferring Com-
                pany.

                Liabilities out of registered, but also non-registered easements remain with the real prop-
                erty to which they relate and are assigned to the company, to which the real property is
                assigned.

                Rights out of registered, but also non-registered easements towards third parties which re-
                late to real property as dominant real property, are assigned to the company to which the
                dominant real property was assigned.

                The ownership of the property Schottenring 30, Zelinkagasse 11, Franz-Josefs-Kai 59-61
                (Ringturm), 1010 Vienna, GB-Nr 01004 Innere Stadt, EZ 1783, will be divided 50:50 in
                simple co-ownership (schlichtes Miteigentum) between the Transferring and Acquiring
                Company. Thus, half of the said property will be transferred by the Transferring Company
                to the Acquiring Company. The other half of the property remains with the Transferring
                Company.

       (xi)     Holdings

                All holdings, trusteeships on holdings, and stakes in affiliated companies transfer to the
                Acquiring Company, except the holdings, trusteeships on holdings, and stakes in affiliated
                companies which are assigned to VIG Holding and listed in Annex 7 (xi). Together with
                the holdings, trusteeships on holdings, and stakes assigned to the Acquiring Company, all
                corresponding legal relationships as shareholder and all profits, losses and changes in
                participations since 1.1.2010 transfer to the Acquiring Company. The Acquiring Company
                succeeds to all rights and obligations of the Transferring Company as contracting party in
                all relevant syndication and other corporate agreements as well as trust agreements.

       (xii)    Rights and claims vis-à-vis third parties




101747475v4
                All rights and claims vis-à-vis third parties transfer to the Acquiring Company, except tho-
                se rights and claims vis-à-vis third parties, which are related to transactions and activities
                of VIG Holding or are demonstrably closely connected therewith.

       (xiii)   Obligations and liabilities vis-à-vis third parties

                All obligations and liabilities vis-à-vis third parties transfer to the Acquiring Company, ex-
                cept those obligations and liabilities, which are related to transactions and activities of VIG
                Holding or are demonstrably closely connected therewith and which are listed in Annex 7
                (xiii).

       (xiv) Memberships

                All memberships transfer to the Acquiring Company, except memberships which are con-
                nected with the transactions or activities of VIG Holding and listed in Annex 7 (xiv) – these
                remain with the Transferring Company.

       (xv)     Pending law suits

                All pending law suits in court, arbitration or administrative proceedings, which are related
                to real estate property, are assigned to the Company, to which the real estate property is
                assigned.

                All pending law suits in court, arbitration or administrative proceedings, which are related
                to a shareholding, are assigned to the Company, which holds the shareholding.

                All pending labour law suits are assigned to the Company, to which the related employee
                is assigned.

                All other pending law suits in court, arbitration or administrative proceedings transfer to
                the Acquiring Company.

       (xvi) IP Rights: trademarks

                The registered trademarks listed in Annex 7 (xvi) transfer to the Acquiring Company. All
                other registered trademarks remain with the Transferring Company.

       (xvii) Inventory changes

                The Insurance Business includes inventory changes in assets between 1. January 2010
                until the effective date of the de-merger upon registration in the Austrian companies regis-
                ter, which are assigned pursuant to this Clause 7 to the Insurance Business.

        (xviii) Data Processing Register Number

                The Data processing register number of VIENNA INSURANCE GROUP Wiener Städ-
                tische Versicherung AG (DVR-Nr. 0016705) remains with the Transferring Company. The
                Acquiring Company has applied for its own data processing register number (DVR-Nr.).

        (xix) Provisions




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               All insurance related provisions will be fully transferred to the Acquiring Company. All non-
               insurance related provisions transfer to the Acquiring Company except as listed in Annex
               7 (xix).

        (xx)   Taxes and duties

               All rights and claims, liabilities and charges concerning federal, provincial or communal
               public taxes and duties, social insurance contributions, fees and other charges, which re-
               late to the time period before 1.1.2010, are transferred to the Acquiring Company.

7.6     Only the assets and contractual relationships described in more detail in Clause 7.5 remain with
        the Transferring Company. All other assets of the Transferring Company are transferred to the
        Acquiring Company.

7.7     Contractual relationships, which are not assigned in this Agreement, are transferred to the Ac-
        quiring Company. Insofar as these contractual relationships relate both to the Insurance Busi-
        ness and the holding activities, VIG and VERSA will jointly try to convince the contract partner to
        conclude an agreement with the same or similar conditions with the Transferring Company.

7.8     Assets, rights and liabilities, which on the basis of the foregoing provisions cannot be assigned
        to one of the Companies, in particular because their existence was not known to the Compa-
        nies, are assigned according to the stronger economic relationship either to the Insurance Busi-
        ness or to the remaining assets of VIG.

7.9     Assets, rights and liabilities, which cannot be assigned to either Company according to Clause
        7.8 shall be assigned to the Acquiring Company.

7.10 The parties shall take all legal acts and measures that are necessary or practicable to duly
     transfer the Assets belonging to the Insurance Business.

8.      Final Balance Sheet , De-Merger Balance Sheet and Transfer Balance Sheet (§ 2 para. 1
        No. 12 SpaltG)

8.1     The de-merger takes place on the basis of the Final Balance Sheet, in which all assets and li-
        abilities of the Transferring Company before the de-merger are included (Annex 8.1).

8.2     The assets and liabilities remaining with the Transferring Party after the de-merger are included
        in the De-Merger Balance Sheet (Annex 8.2).

8.3     The assets and liabilities transferred to the Acquiring Company after the de-merger together with
        all annexed rights and obligations are included in the Transfer Balance Sheet (Annex 8.3).

8.4     The assignment of the assets and liabilities created between the effective day of the de-merger
        until the registration of the de-merger to the Transferring or the Acquiring Company is made ac-
        cording Clause 7.

9.      Further legal de-merger and tax aspects

9.1     The transfer of the Insurance Business takes place with recourse to the tax benefits of article VI
        UmgrStG for fiscal and contractual purposes with retroactive on the end of 31 (thirty first) De-
        cember 2009 (two thousand nine).




101747475v4
9.2     The Insurance Business as described in more detail in Clause 7 constitutes assets and liabilities
        in the sense of § 32 para. 2 in connection with § 12 para. 2 No. 1 UmgrStG. The Insurance
        Business Division in its entirety belongs to the Transferring Company since more than two
        years.

9.3     The Acquiring Company continues the book values of the transferred Insurance Business as
        resulting from the Final Balance Sheet of the Transferring Company according § 202 para. 2
        No. 1 UGB.

9.4     The fiscal book values of the assets transferred in the de-merger will be continued pursuant to
        § 34 para. 1 UmgrStG.

9.5     The exemption from capital contribution tax pursuant to § 38 para. 5 UmgrStG and § 6 para. 1
        No. 3 KVG will apply.

9.6     A restructuring plan in accordance with § 39 UmgrStG was not necessary.

9.7     The management board of the Transferring Company and the management board of the Acquir-
        ing Company declare that the transferred assets have a positive market value on the effective
        day of the de-merger as well as on the present day.

10.     Mutual indemnification and holdharmless clause

10.1 In case of claims arising from liabilities and other obligations pertaining to the residual assets,
     the Transferring Company undertakes to fully indemnify and hold harmless the Acquiring Com-
     pany.

10.2 In case of claims arising from liabilities and other obligations pertaining to the Insurance Busi-
     ness, the Acquiring Company undertakes to fully indemnify and hold harmless the Transferring
     Company.

10.3 The management board of the Transferring Company and the management board of the Acquir-
     ing Company declare that this mutual indemnification and hold-harmless clause applies only be-
     tween the Companies' internally – the consequences of § 15 SpaltG remain unaffected.

11.     Conditions

        The effectiveness of this Agreement is conditional upon (i) the consent of the general meeting
        of the Transferring Company, (ii) the consent of the general meeting of the Acquiring Company,
        and (iii) the approval of the de-merger by the Financial Markets Authority according to § 13a
        para. 1a VAG.

12.     Miscellaneous

12.1 Notices and declarations in connection with this De-Merger Agreement shall be issued in writing
     and shall be sent via registered mail (e-mail in advance) to the last identified address of the re-
     cipient.

12.2 The costs incurred with the execution of the De-Merger Agreement by way of a notarial deed, in
     particular the fees of the notary and other advisors, as well as the fees incurred with the imple-
     mentation of the de-merger, shall be borne by the Acquiring Company.




101747475v4
12.3 If any provision of this De-Merger Agreement is or becomes invalid or unenforceable, the re-
     maining provisions shall stay valid and enforceable. In such case, the invalid or unenforceable
     provision shall be replaced amicably by such valid and enforceable provision which best meets
     the economic intent of the invalid or unenforceable provision. The same applies mutatis mutan-
     dis for gaps.

12.4 Amendments or supplements of this De-Merger Agreement, including this Clause 12.4 have to
     be in writing and, in case this is necessary according to Austrian law, in notarized form.

12.5 This De-Merger Agreement is governed by Austrian law.

12.6 The commercial court competent for the first district of Vienna, Austria shall have the sole juris-
     diction for any claims arising out of and in connection with this De-Merger Agreement.

13.     Annexes

        The following Annexes form an integral part of this De-Merger Agreement:

        Annex 2.3 (a):    Articles of Association of VIENNA INSURANCE GROUP Wiener Städtische
                          Versicherung AG (in future: VIENNA INSURANCE GROUP AG Wiener Versi-
                          cherung Gruppe)

        Annex 2.3 (b):    Articles of Association of VERSA-Beteiligungs AG (in future: WIENER STÄD-
                          TISCHE Versicherung AG Vienna Insurance Group)

        Annex 7 (ii):     Public authorizations and licenses

        Annex 7 (iii):    Employees remaining with the Transferring Company

        Annex 7 (vi):     Contractual relationships remaining with the Transferring Company

        Annex 7 (vii):    Intangible assets remaining with the Transferring Company

        Annex 7 (viii):   Securities deposit accounts, bonds, loans, other borrowings and bank depos-
                          its remaining with the Transferring Company

        Annex 7 (x) a:    Real property transferred to the Acquiring Company

        Annex 7 (x) b:    Real property remaining with the Transferring Company

        Annex 7 (xi):     Holdings, trusteeships on holdings, and stakes in affiliated companies remain-
                          ing with the Transferring Company

        Annex 7 (xiii):   Liabilities remaining with the Transferring Company

        Annex 7 (xiv):    Memberships remaining with the Transferring Company

        Annex 7 (xvi):    Trademarks transferred to the Acquiring Company

        Annex 7 (xix):    Provisions remaining with the Transferring Company

        Annex 8.1:        Final Balance Sheet, notes and audit opinion as of 31 December 2009

        Annex 8.2:        De-Merger Balance Sheet as of 1 January 2010

        Annex 8.3:        Transfer Balance Sheet as of 1 January 2010




101747475v4
Vienna, on 10 May 2010




              _________________________________________________________
                VIENNA INSURANCE GROUP Wiener Städtische Versicherung AG
                                         represented by
 Dr. Günter Geyer and Dr. Hans-Peter Hagen as members of the Management Board with joint power
                                        of representation




              _________________________________________________________
                                     VERSA-Beteiligungs AG
                                          represented by
Dr. Judit Havasi and Mag. Robert Lasshofer as members of the Management Board with joint power of
                                          representation




101747475v4
                                                                          Annex 2.3 (a)



  Articles of Association of VIENNA INSURANCE GROUP Wiener Städtische Versicherung AG

              (in future: VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe)




101747475v4
Articles of Association

VIENNA INSURANCE GROUP AG
  Wiener Versicherung Gruppe

                  2010


        TRANSLATION FROM GERMAN ORIGINAL
  IN CASE OF DOUBT THE GERMAN VERSION PREVAILS
                                                I. General Provisions


                                  Article 1 Corporate Name, Registered Office

     1. The corporate name of the Company is VIENNA INSURANCE GROUP AG Wiener
Versicherung Gruppe.

      2. The Company’s registered office shall be in Vienna, Austria.


               Article 2 Purpose and Corporate Objects of the Company, Operating Area

      1. The Company has the strategic leadership and takes over the central service functions of
the group including infrastructure. Furthermore, the Company carries on the casualty insurance
business as well as the property insurance business (property damage insurance and pecuniary
loss insurance) as well as the reinsurance business in those branches for which it has the approval
of the "Versicherungsaufsichtsbehörde" (Insurance Supervision Authority).

    2. As far as they relate directly to the insurance business, the corporate objects of the
Company shall be:

a) to participate in other enterprises;

b) to pursue the activity of insurance brokerage;

c) to pursue the activity of consulting in matters relating to insurance;

d) to broker mortgage loans and personal loans as well as to broker the acquisition and disposal
   of securities to the extent that such activities relate to the insurance business;

e) to broker home saving contracts;

f)   to perform services in automatic data processing and information technology;

g) to set up and provide organisational facilities for enterprises in which the Company holds
   shares or interests or with which it has entered into cooperation agreements;

h) to perform administration tasks for enterprises in which the Company holds shares or interests
   or with which it has entered into cooperation agreements;

i)   to operate private hospitals in the form of company outpatient clinics to provide medical
     services for the employees of the Company.




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      3. The Company may do business in Austria and abroad.


                                              Article 3 Announcements

      Announcements of the Company shall, where and as long as legally required according to
the Austrian Stock Corporation Act (Aktiengesetz), be published in the Official Gazette Amtsblatt
zur Wiener Zeitung. Otherwise announcements shall be published according to applicable legal
requirements.



                                           II. Share Capital and Shares


                  Article 4 Share Capital, Share Certificates, Calling-in of Share Capital

      1. The share capital of the Company amounts to EUR 132,887,468.20. It is divided into
128,000,000 voting no-par value bearer shares, each representing an equal portion of the share
capital.

      2. The Management Board is authorized to increase, by 28 June 2015, at the latest, the
share capital of the Company – also in several tranches – by a nominal value of EUR
66,443,734.10 by issuing 64,000,000 no-par value shares in registered or in bearer form against
contributions in cash or in kind. The Management Board, with the consent of the Supervisory
Board, shall decide on the contents of the rights granted with each share, on the exclusion of
subscription rights and on all other conditions of the issuance of shares. In that connection, non-
voting preference shares may be issued which grant the same rights as previously issued
preference shares. The issue price of ordinary shares and of preference shares may differ.

      3. The share capital has been increased, on a conditional basis, in accordance with Section
159 (2) 1 of the Austrian Stock Corporation Act (Aktiengesetz) by up to EUR 31,145,500.36, by
issuing of up to 30,000,000 voting no-par value bearer shares. The conditional capital increase
shall be carried out only to the extent that owners of convertible bonds issued on the basis of the
resolution of the Annual General Meeting of 29 June 2010 exercise their subscription rights or
conversion options. The issue amount and the conversion ratio shall be determined in a
recognized pricing procedure, using recognized financial mathematical methods and making
reference to the price of the ordinary shares of the Company (basis of calculation of the issue
amount); the issue amount must not be lower than the pro rata portion of the share capital. The
Management Board is authorized to determine, with the consent of the Supervisory Board, the
further details of the performance of the conditional capital increase, such as the entitlement to
dividend payments for the new shares to be issued under the conditional capital increase.

     4. In the event of any capital increase and of resolutions on the creation of additional
authorized capital, the Company may provide for the issue of new preference shares to the extent
permitted by law without the consent of the owners of preference shares.

      5. One share certificate may be issued for several shares. The shareholders are not entitled
to the issuance of share certificates representing their stakes.


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       6. The form and contents of the share certificates as well as of the dividend and renewal
coupons shall be determined by the Management Board. The same shall apply to interim
certificates.

      7. With the consent of the Supervisory Board, the Management Board may call in from the
shareholders any portions of the share capital that have not yet been paid in. Such call-in shall be
published. The payment period shall be six weeks from the date of publication.



                                               Article 5 Bearer Shares

      1. Bearer shares must not be issued until all contributions on such shares have been fully
paid in. However, the Company may issue a registered interim certificate to the shareholder; the
amount of the portion already contributed shall be mentioned on such certificate.

     2. If, in the event of an increase in capital, the resolution relating to that increase does not
specify whether the shares are to be issued in bearer or in registered form, they shall be made out
to bearer.

                                             Article 6 Registered Shares

      1. If shares are issued in registered form, any transfer of registered shares to another owner
shall be subject to the consent of the Company. The Management Board shall grant such consent
following the prior approval by the Supervisory Board.

      2. The transfer shall be entered into the share ledger of the Company.


                                       III. Constitution and Management

                                             Article 7 Corporate Bodies

      The corporate bodies of the Company shall be
      1. the Management Board
      2. the Supervisory Board
      3. the General Meeting


                                            1. The Management Board

                     Article 8 Duties of the Management Board, Number of Members,
                                           Rights of the Chairman

     1. The Management Board shall, under its own responsibility, manage the Company in
accordance with the statutory provisions, the Articles of Association and its by-laws as approved
by the Supervisory Board, in such manner as the benefit of the Company requires, taking into
consideration the interests of the shareholders and the employees.




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     2. The Management Board shall consist of at least three, at most seven members. The
appointment of deputy members of the Management Board shall be permitted. If a member of the
Management Board has been appointed chairman of the Management Board, such member shall
have the casting vote in case of a tie.

                                   Article 9 Representation, Signing Authority


      1. The Management Board shall represent the Company both in and out of court.

      2. Two members of the Management Board jointly or one member of the Management Board
together with a "Prokurist" (individual with special powers of attorney vested in him/her by statutory
provisions) are authorized to issue declarations of intent and sign for the Company. Subject to the
statutory conditions and limitations, two "Prokuristen" each are also authorized to jointly issue
declarations of intent and sign for the Company. Any granting of single representation authority for
the entire business shall be excluded.



                                             2. The Supervisory Board

                            Article 10 Duties, Number of Members, Term of Office

      1. The Supervisory Board shall supervise the management of the Company.

    2. The Supervisory Board shall consist of at least three, at most ten members elected by the
General Meeting.

      3. The term of office shall commence upon the close of the General Meeting in which the
election takes place. Unless elected for a shorter period of time, the members of the Supervisory
Board shall be elected for the period ending not later than at the close of the General Meeting that
decides on the grant of discharge for the fourth fiscal year after their election, not taking into
account the year of the election. The re-election of incumbent members of the Supervisory Board
shall be permitted.


                     Article 11 Vacancies before End of Term, Election of a Substitute

      1. The election as member of the Supervisory Board may be revoked by the General Meeting
before the expiration of the member's term of office. Such resolution requires a majority of at least
three fourths of the votes cast.

      2. Every member of the Supervisory Board may resign from office subject to a notice period
of four weeks by registered letter to be directed to the chairman of the Supervisory Board.

      3. If the office of a member of the Supervisory Board becomes vacant before the end of
his/her term, the election of a substitute - by a General Meeting to be called as soon as possible -
is not required, except if the number of the members of the Supervisory Board elected by the
General Meeting has fallen below three. A substitute shall be elected only for the remaining term of
office of the member of the Supervisory Board whose office became vacant.


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                   Article 12 Chairman, By-laws, Representation vis-à-vis Third Parties

      1. Following the General Meeting at which all members of the Supervisory Board to be
elected by such General Meeting have been newly elected, the Supervisory Board shall elect a
chairman and a deputy chairman from among its members at a meeting for which no separate
notice of meeting is required. The election shall be repeated as soon as one of these offices
becomes vacant.

     2. The Supervisory Board shall adopt its own by-laws. The Supervisory Board is entitled to
set up committees from among its members, and it may assign certain competencies to such
committees or to individual members.

      3. The chairman or the deputy chairman shall represent the Supervisory Board vis-à-vis third
parties.


                             Article 13 Convocation, Resolutions, Representation

      1. Meetings of the Supervisory Board shall be called by the chairman or the deputy chairman
in writing, by telephone, by telecopy or by e-mail. Sec. 94 of the Austrian Stock Corporation Act
shall not be affected thereby.

      2. The chairman or the deputy chairman shall preside at the meeting. The Supervisory Board
shall have a quorum if at least half of its members, including the chairman or the deputy chairman
are present.

      3. The resolutions of the Supervisory Board may be adopted in writing, by telecopy or by e-
mail if none of the members of the Supervisory Board objects to this procedure. Any votes cast by
way of telecopy or e-mail must be confirmed in writing.

     4. Each member of the Supervisory Board may authorize another member in writing to
represent him/her at a particular meeting; the member so represented shall not be counted when
determining whether there is a quorum at a meeting. The right to preside at a meeting cannot be
delegated.

     5. Resolutions of the Supervisory Board shall be adopted by a simple majority of the votes of
the members present or represented. In case of a tie, the chairman or the deputy chairman shall
have the casting vote.

     6. If the votes are cast in writing or by way of telecopy or e-mail, these provisions shall apply
mutatis mutandis.

      7. Minutes shall be taken on the debates and resolutions of the Supervisory Board which
shall be signed by the chairman or the deputy chairman.


                               Article 14 Remuneration of the Supervisory Board

     1. Apart from the reimbursement of the out-of-pocket expenses incurred in performing his/her
tasks, each member of the Supervisory Board shall be granted a remuneration, the amount of
which shall be determined by the Annual General Meeting.


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     2. Special taxes or charges for the remuneration of members of the Supervisory Board shall
be borne by the Company.


                                              Article 15 Responsibilities

     1. The Supervisory Board shall be responsible for the tasks assigned to it under the law and
these Articles of Association.

      2. The following transactions shall be subject to the consent of the Supervisory Board:

a) the acquisition and disposal of participations (sec. 228 of the "UGB" [Austrian Commercial
   Code]) as well as the acquisition, disposal and discontinuation of enterprises and business
   divisions;

b) the acquisition, disposal and encumbrance of real property;

c) setting up and closing down branch offices;

d) investments which exceed certain investment costs in any given case or in the aggregate in
   any fiscal year;

e) borrowings under any kind of loan or credit if such loans or credits exceed a certain amount in
   any given case or in the aggregate in any fiscal year;

f)   the granting of credits and loans, except for those that are granted in the ordinary course of
     business;

g) introducing or abandoning lines of business;

h) determining general principles of business policy;

i)   determining the principles on the granting of shares in profits or sales, and making pension
     commitments to executives pursuant to sec. 80 para. 1 of the Stock Corporation Act;

j)   the acceptance of a position as supervisory board member, management board member or
     managing director in companies outside the group as well as the performance of paid ancillary
     work, by the members of the Management Board; the appointment of "Prokuristen" as well as
     the conclusion or termination of employment contracts with "Prokuristen";

k) the granting of options for shares in the Company to employees and executives of the
   Company or any of its affiliated companies as well as to management board members and
   supervisory board members of affiliated companies;

l)   the conclusion of agreements with members of the Supervisory Board, under which such
     members commit themselves vis-à-vis the Company or any of its subsidiaries, outside their
     work on the Supervisory Board, to render a performance for a consideration that is not merely
     trivial. This shall also apply to agreements with enterprises in which a member of the
     Supervisory Board has a substantial economic interest;



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m) the acceptance of a senior position in the Company within two years after execution of an audit
   opinion, by the auditor, by the group auditor, by the auditor of an affiliated major company, or
   by the certified accountant who signed the audit opinion or a person active for him, who has
   had a significant position in the audit, to the extent not prohibited pursuant to Article 271c UGB.

      3. The Supervisory Board may set limits for the amounts involved in the transactions set forth
under para. 2 subpara. a and b. It must set limits for the amounts involved in the transactions set
forth under para. 2 subpara. d, e and f. If no limits have been set for the amounts involved, all the
transactions set forth in these provisions shall require the consent of the Supervisory Board.

      4. The Supervisory Board may also determine that certain other types of transactions may be
carried out only with its consent.

      5. The validity of legal transactions entered into by the Company shall not be affected by the
provisions of paragraphs 2, 3 and 4 of this Article.

     6. The Supervisory Board may resolve on amendments of the Articles of Association insofar
as only their wording is affected.



                                              3. The General Meeting

                                                    Article 16 Place

      General Meetings shall be held in Vienna or in the capital of one of the federal provinces of
Austria.


                                                Article 17 Convocation

      1. General Meetings shall be called by the Management Board; the notice of the meeting
shall specify the agenda of the meeting. The notice of the meeting shall be published.

     2. The notice of the meeting shall be published on the 28th day before the ordinary General
Meeting, in case of an extraordinary General Meeting on the 21st day before the extraordinary
General Meeting.


                                              Article 18 Right to Attend

      1. Only those shareholders shall have the right to attend the General Meeting who prove their
qualification as shareholder on the Record Date, which is the end of the tenth day before the day
of the General Meeting, in accordance with the statutory provisions.

      2. The form of the proof of qualification as shareholder is determined in accordance with the
statutory provisions.


      3. The proof of qualification as shareholder has to be submitted timely to the Company, so
that the Company receives the proof at least on the third working day before the General Meeting
at the address published in the convening notice.


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     4. Account Confirmations (Depotbestätigungen) have to be in the German or the English
language. Legally binding communication of shareholders or financial institutions with the
Company has to be in the German or the English language. The language of the Annual General
Meeting is German.


                                Article 19 Voting Right, Adoption of Resolutions

      1. The voting right shall be exercised according to the number of no-par value shares.

     2. The voting right may be exercised by proxies only if a written power of attorney has been
issued, which must be retained by the Company.

      3. If shares have not been paid up in full, the minimum contribution made on each share is
deemed to grant one vote. In case of contributions higher than the minimum contribution, the votes
shall correspond to the amount of the contributions made; fractions of votes shall be taken into
account only if their sum results in one or more full votes for the shareholder having a right to vote.

      4. Unless otherwise stipulated by mandatory provisions of law or these Articles of
Association, the General Meeting shall adopt its resolutions by a simple majority of the votes cast;
where a majority of the capital is required, the decisions shall be adopted by a simple majority of
the share capital represented at the meeting.


                                       Article 20 Chairmanship, Recordings

      1. General Meetings shall be presided by the chairman or deputy chairman of the
Supervisory. If none of them has come to, or is willing to preside at, the meeting, the notary public
invited for certification purposes shall preside over the election of a chairman.

     2. The chairman shall preside at the meeting and shall determine the sequence of the items
on the agenda as well as the manner of voting.

     3. The Company may record the General Meeting in sound and vision and publicly broadcast
such recordings.



                                               IV. Advisory Councils

                                    Article 21 Formation, Tasks, Composition

      1. The Management Board may appoint councils for the purpose of advising it with regard to
certain regions or certain specialist areas.

      2. The advisory councils shall, preferably, consist of not more than 20 persons each.

      3. The Management Board shall invite the advisory councils in accordance with the actual
requirements.




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     4. The members of the advisory councils shall receive a remuneration for their work; such
remuneration shall be determined by the Management Board with the consent of the Supervisory
Board.



                       V. Annual Financial Statements and Distribution of Profits

                             Article 22 Fiscal Year, Annual Financial Statements

      1. The fiscal year of the Company shall be the calendar year.

       2. When preparing the annual financial statements, the Management Board shall form the
provisions required by law and the principles of proper accounting. Provisions for performance-
related premium refunds and/or for profit participation by insurance policy holders shall be formed
taking into consideration the business performance, the business plans as well as the goals set
forth in Article 2 para. 1, second sentence of these Articles of Association; such provisions may be
used exclusively for premium refunds and/or profit participation of the insurance policy holders.
The utilization of such provisions to cover losses shall be permitted in exceptional cases, subject to
the approval of the Insurance Supervision Authority.

      3. When preparing the annual financial statements, the Management Board may allocate all
or part of the annual profit to the reserves.

       4. Within the first five months of every fiscal year, the Management Board shall prepare the
annual financial statements plus the Notes and the management report for the preceding fiscal
year and, after the audit by the auditor, submit them together with its proposal for the distribution of
profit to the Supervisory Board.

      5. If the Supervisory Board approves the annual financial statements they will be deemed
adopted, provided that the Management Board and the Supervisory Board do not opt for adoption
by the General Meeting.

     6. If the Management Board and the Supervisory Board opt for adoption by the General
Meeting, or if the Supervisory Board fails to approve the annual financial statements, the
Management Board shall immediately call a General Meeting for the purpose of adopting the
annual financial statements.




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                                        Article 23 Annual General Meeting

        1. The Annual General Meeting shall be held within six months as from the end of the fiscal
year.

     2. The Annual General Meeting shall resolve on the distribution of the profit resulting from the
annual financial statements, on the grant of discharge to the members of the Management Board
and Supervisory Board and, in the cases provided by law, on the adoption of the annual financial
statements; furthermore, the Annual General Meeting shall resolve on the election of members of
the Supervisory Board as well as on other matters assigned to the General Meeting for resolution
under the law and on other motions which have been properly submitted.


                                                    Article 24 Profit

     1. Unless the General Meeting resolves otherwise, the profit shall be distributed among the
shareholders.

        2. If non-voting preference shares have been issued, the profit shall be distributed as follows:

a) first, any arrears in dividends on preference shares shall be settled;

b) then, the 15% dividend on preference shares shall be paid to the holders of preference shares
   relative to their share in the share capital;

c) the profit remaining thereafter shall, for the first three full fiscal years following the issuance of
   preference shares, be distributed to all shareholders (holders of ordinary shares and holders of
   preference shares) such that, taking into account the dividend on preference shares, holders of
   preference shares receive a dividend which is at least 5% higher than the dividend received by
   holders of ordinary shares, relative to their share in the share capital; the profit of the fourth full
   fiscal year and of all subsequent fiscal years shall be distributed such that the holders of
   ordinary shares shall receive a dividend up to the amount of the dividend on preference shares,
   and the profit remaining for distribution thereafter shall be equally distributed among all shares,
   provided that the General Meeting does not resolve on a different distribution, including without
   limitation the payment of a surplus dividend to holders of preference shares in individual cases.

      3. If shareholders' contributions are made during a fiscal year, profit shares shall be
considered in proportion to the time elapsed since the contribution. If new shares are issued,
different profit participation rights may be determined.

     4. Shareholders' profit shares which are not withdrawn within three years as from the due
date shall be forfeited in favor of the free reserves of the Company.




Last amended at the 19th Annual General Meeting on June 29, 2010 and approved by the Austrian
Financial Market Authority (FMA)/Department Insurance and Pension Supervision by its Decree
dated XX.XXX 2010, GZ: ........................................



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                                                                               Annex 2.3 (b)



                         Articles of Association of VERSA-Beteiligungs AG

              (in future: WIENER STÄDTISCHE Versicherung AG Vienna Insurance Group)




101747475v4
    Articles of Association

WIENER STÄDTISCHE VERSICHERUNG AG
       Vienna Insurance Group

                      2010


            TRANSLATION FROM GERMAN ORIGINAL
      IN CASE OF DOUBT THE GERMAN VERSION PREVAILS
                                               I. General Provisions


                                  Article 1 Corporate Name, Registered Office

     1. The corporate name of the Company is WIENER STÄDTISCHE Versicherung AG Vienna
Insurance Group.

      2. The Company’s registered office shall be in Vienna, Austria.


               Article 2 Purpose and Corporate Objects of the Company, Operating Area

      1. The Company shall continue the insurance business of Wiener Städtische Wechselseitige
Versicherungsanstalt now: Wiener Städtische          Wechselseitiger Versicherungsverein –
Vermögensverwaltung – Vienna Insurance Group), which has been contributed and transferred to
the Company by way of universal succession. Generally, entering into an insurance contract with
the Company will result in membership in Wiener Städtische Wechselseitige Versicherungsanstalt
– Vermögensverwaltung – Vienna Insurance Group, whereas entering into coinsurance contracts,
reinsurance contracts and insurance contracts with a duration of less than one year does not
establish membership. Furthermore, the Company may also enter into other insurance contracts
which do not establish membership.

     2. The Company shall, directly and indirectly, carry on the life insurance business, including
supplemental insurance, the health insurance business, the casualty insurance business, as well
as the property insurance business (property damage insurance and pecuniary loss insurance) in
those branches for which it has the approval of the "Versicherungsaufsichtsbehörde" (Insurance
Supervision Authority).

    3. As far as they relate directly to the insurance business, the corporate objects of the
Company shall be:

a) to participate in other enterprises;

b) to pursue the activity of insurance brokerage;

c) to pursue the activity of consulting in matters relating to insurance;

d) to broker mortgage loans and personal loans as well as to broker the acquisition and disposal
   of securities to the extent that such activities relate to the insurance business;

e) to broker home saving contracts;

f)   to perform services in automatic data processing and information technology;

g) to set up and provide organisational facilities for enterprises in which the Company holds
   shares or interests or with which it has entered into cooperation agreements;

h) to perform administration tasks for enterprises in which the Company holds shares or interests
   or with which it has entered into cooperation agreements;


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i)   to operate private hospitals in the form of company outpatient clinics to provide medical
     services for the employees of the Company.

      4. The Company may do business in Austria and abroad.


                                              Article 3 Announcements

      Announcements of the Company shall, where and as long as legally required according to
the Austrian Stock Corporation Act (Aktiengesetz), be published in the Official Gazette Amtsblatt
zur Wiener Zeitung. Otherwise announcements shall be published according to applicable legal
requirements.



                                           II. Share Capital and Shares


                  Article 4 Share Capital, Share Certificates, Calling-in of Share Capital

      1. The share capital of the Company amounts to EUR 10,000,000.00. It is divided into
100,000 voting no-par value bearer shares, each representing an equal portion of the share
capital.

      2. One share certificate may be issued for several shares. The shareholders are not entitled
to the issuance of share certificates representing their stakes.

       3. The form and contents of the share certificates as well as of the dividend and renewal
coupons shall be determined by the Management Board. The same shall apply to interim
certificates.

      4. With the consent of the Supervisory Board, the Management Board may call in from the
shareholders any portions of the share capital that have not yet been paid in. Such call-in shall be
published. The payment period shall be six weeks from the date of publication.

                                               Article 5 Bearer Shares

      1. Bearer shares must not be issued until all contributions on such shares have been fully
paid in. However, the Company may issue a registered interim certificate to the shareholder; the
amount of the portion already contributed shall be mentioned on such certificate.

     2. If, in the event of an increase in capital, the resolution relating to that increase does not
specify whether the shares are to be issued in bearer or in registered form, they shall be made out
to bearer.

                                            Article 6 Registered Shares

      1. If shares are issued in registered form, any transfer of registered shares to another owner
shall be subject to the consent of the Company. The Management Board shall grant such consent
following the prior approval by the Supervisory Board.

      2. The transfer shall be entered into the share ledger of the Company.
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                                                                                                                   3
                                       III. Constitution and Management

                                             Article 7 Corporate Bodies

      The corporate bodies of the Company shall be
      1. the Management Board
      2. the Supervisory Board
      3. the General Meeting


                                            1. The Management Board

                     Article 8 Duties of the Management Board, Number of Members,
                                           Rights of the Chairman

     1. The Management Board shall, under its own responsibility, manage the Company in
accordance with the statutory provisions, the Articles of Association and its by-laws as approved
by the Supervisory Board, in such manner as the benefit of the Company requires, taking into
consideration the interests of the shareholders and the employees.

     2. The Management Board shall consist of at least three, at most six members. The
appointment of deputy members of the Management Board shall be permitted. If a member of the
Management Board has been appointed chairman of the Management Board, such member shall
have the casting vote in case of a tie.

                                   Article 9 Representation, Signing Authority


      1. The Management Board shall represent the Company both in and out of court.

      2. Two members of the Management Board jointly or one member of the Management Board
together with a "Prokurist" (individual with special powers of attorney vested in him/her by statutory
provisions) are authorized to issue declarations of intent and sign for the Company. Subject to the
statutory conditions and limitations, two "Prokuristen" each are also authorized to jointly issue
declarations of intent and sign for the Company. Any granting of single representation authority for
the entire business shall be excluded.



                                            2. The Supervisory Board

                            Article 10 Duties, Number of Members, Term of Office

      1. The Supervisory Board shall supervise the management of the Company.

    2. The Supervisory Board shall consist of at least three, at most ten members elected by the
General Meeting.

      3. The term of office shall commence upon the close of the General Meeting in which the
election takes place. Unless elected for a shorter period of time, the members of the Supervisory
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                                                                                                                   4
Board shall be elected for the period ending not later than at the close of the General Meeting that
decides on the grant of discharge for the fourth fiscal year after their election, not taking into
account the year of the election. The re-election of incumbent members of the Supervisory Board
shall be permitted.


                     Article 11 Vacancies before End of Term, Election of a Substitute

      1. The election as member of the Supervisory Board may be revoked by the General Meeting
before the expiration of the member's term of office. Such resolution requires a majority of at least
three fourths of the votes cast.

      2. Every member of the Supervisory Board may resign from office subject to a notice period
of four weeks by registered letter to be directed to the chairman of the Supervisory Board.

      3. If the office of a member of the Supervisory Board becomes vacant before the end of
his/her term, the election of a substitute - by a General Meeting to be called as soon as possible -
is not required, except if the number of the members of the Supervisory Board elected by the
General Meeting has fallen below three. A substitute shall be elected only for the remaining term of
office of the member of the Supervisory Board whose office became vacant.


                   Article 12 Chairman, By-laws, Representation vis-à-vis Third Parties

      1. Following the General Meeting at which all members of the Supervisory Board to be
elected by such General Meeting have been newly elected, the Supervisory Board shall elect a
chairman and a deputy chairman from among its members at a meeting for which no separate
notice of meeting is required. The election shall be repeated as soon as one of these offices
becomes vacant.

     2. The Supervisory Board shall adopt its own by-laws. The Supervisory Board is entitled to
set up committees from among its members, and it may assign certain competencies to such
committees or to individual members.

      3. The chairman or the deputy chairman shall represent the Supervisory Board vis-à-vis third
parties.


                             Article 13 Convocation, Resolutions, Representation

      1. Meetings of the Supervisory Board shall be called by the chairman or the deputy chairman
in writing, by telephone, by telecopy or by e-mail. Sec. 94 of the Austrian Stock Corporation Act
shall not be affected thereby.

      2. The chairman or the deputy chairman shall preside at the meeting. The Supervisory Board
shall have a quorum if at least half of its members, including the chairman or the deputy chairman,
however at least three members of the Supervisory Board, are present.

      3. The resolutions of the Supervisory Board may be adopted in writing, by telecopy or by e-
mail if none of the members of the Supervisory Board objects to this procedure. Any votes cast by
way of telecopy or e-mail must be confirmed in writing.


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                                                                                                                   5
     4. Each member of the Supervisory Board may authorize another member in writing to
represent him/her at a particular meeting; the member so represented shall not be counted when
determining whether there is a quorum at a meeting. The right to preside at a meeting cannot be
delegated.

     5. Resolutions of the Supervisory Board shall be adopted by a simple majority of the votes of
the members present or represented. In case of a tie, the chairman or the deputy chairman shall
have the casting vote.

     6. If the votes are cast in writing or by way of telecopy or e-mail, these provisions shall apply
mutatis mutandis.

      7. Minutes shall be taken on the debates and resolutions of the Supervisory Board which
shall be signed by the chairman or the deputy chairman.


                              Article 14 Remuneration of the Supervisory Board

     1. Apart from the reimbursement of the out-of-pocket expenses incurred in performing his/her
tasks, each member of the Supervisory Board shall be granted a remuneration, the amount of
which shall be determined by the Annual General Meeting.

     2. Special taxes or charges for the remuneration of members of the Supervisory Board shall
be borne by the Company.


                                             Article 15 Responsibilities

     1. The Supervisory Board shall be responsible for the tasks assigned to it under the law and
these Articles of Association.

      2. The following transactions shall be subject to the consent of the Supervisory Board:

a) the acquisition and disposal of participations (sec. 228 of the "HGB" [Austrian Commercial
   Code]) as well as the acquisition, disposal and discontinuation of enterprises and business
   divisions;

b) the acquisition, disposal and encumbrance of real property;

c) setting up and closing down branch offices;

d) investments which exceed certain investment costs in any given case or in the aggregate in
   any fiscal year;

e) borrowings under any kind of loan or credit if such loans or credits exceed a certain amount in
   any given case or in the aggregate in any fiscal year;

f)   the granting of credits and loans, except for those that are granted in the ordinary course of
     business;

g) introducing or abandoning lines of business;


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                                                                                                                   6
h) determining general principles of business policy;

i)   determining the principles on the granting of shares in profits or sales, and making pension
     commitments to executives pursuant to sec. 80 para. 1 of the Stock Corporation Act;

j)   the acceptance of a position as Supervisory Board member, Management Board member or
     managing director in companies outside the group as well as the performance of paid ancillary
     work, by the members of the Management Board; the appointment of "Prokuristen" as well as
     the conclusion or termination of employment contracts with "Prokuristen";

k) the granting of options for shares in the Company to employees and executives of the
   Company or any of its affiliated companies as well as to management board members and
   supervisory board members of affiliated companies;

l)   the conclusion of agreements with members of the Supervisory Board, under which such
     members commit themselves vis-à-vis the Company or any of its subsidiaries, outside their
     work on the Supervisory Board, to render a performance for a consideration that is not merely
     trivial. This shall also apply to agreements with enterprises in which a member of the
     Supervisory Board has a substantial economic interest;

m) the acceptance of a senior position in the Company within two years after execution of an audit
   opinion, by the auditor, by the group auditor, by the auditor of an affiliated major company, or
   by the certified accountant who signed the audit opinion or a person active for him, who has
   had a significant position for the audit, to the extent not prohibited pursuant to Article 271c
   UGB.

      3. The Supervisory Board may set limits for the amounts involved in the transactions set forth
under para. 2 subpara. a and b. It must set limits for the amounts involved in the transactions set
forth under para. 2 subpara. d, e and f. If no limits have been set for the amounts involved, all the
transactions set forth in these provisions shall require the consent of the Supervisory Board.

      4. The Supervisory Board may also determine that certain other types of transactions may be
carried out only with its consent.

      5. The validity of legal transactions entered into by the Company shall not be affected by the
provisions of paragraphs 2, 3 and 4 of this Article.

     6. The Supervisory Board may resolve on amendments of the Articles of Association insofar
as only their wording is affected.



                                              3. The General Meeting

                                                    Article 16 Place

      General Meetings shall be held in Vienna or in the capital of one of the federal provinces of
Austria.


                                               Article 17 Convocation



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                                                                                                                   7
      1. General Meetings shall be called by the Management Board; the notice of the meeting
shall specify the agenda of the meeting. The notice shall be published. If the shareholders are
known to the Company by name, the General Meeting may be called via registered letter to the
address notified to the Company of each shareholder. The day of of dispatch shall be the notice
day. Shareholders may give the Company their e-mail address and consent to the notification of a
General Meeting via the e-mail address.

     2. The notice of the meeting shall be published on the 28th day before the ordinary General
Meeting, in case of an extraordinary General Meeting on the 21st day before the extraordinary
General Meeting.


                                  Article 18 Right to Attend, Deposit of Shares

      1. If shares or interim certificates have been issued, only those shareholders shall have the
right to attend the General Meeting who, within the period of time resulting from the following
paragraph, deposit their shares (interim certificates) with an Austrian notary public, with the banks
specified in the notice of the General Meeting, or with the Company, in each case during the
business hours, until the close of the General Meeting.

     2. The shares (interim certificates) shall be deposited early enough that at least six working
days remain between the day of the deposit and the day of the General Meeting.

      3. Shares (interim certificates) will also be considered to have been duly deposited if they are
held in blocked securities deposits of other banks, for and with the consent of, the depositary until
the end of the General Meeting.

      4. If the shares (interim certificates) are not deposited with the Company, shareholders shall
register for the General Meeting such that the deposit receipt will be submitted to the Company not
later than three days after the expiration of the deposit period. In this context Saturdays, Good
Friday and December 24 and December 31 shall not be considered working days, but holidays.


                                Article 19 Voting Right, Adoption of Resolutions

      1. The voting right shall be exercised in proportion with the number of no-par value shares.

     2. The voting right may be exercised by proxies only if a written power of attorney has been
issued, which must be retained by the Company.

      3. If shares have not been paid up in full, the minimum contribution made on each share is
deemed to grant one vote. In case of contributions higher than the minimum contribution, the votes
shall correspond to the amount of the contributions made; fractions of votes shall be taken into
account only if their sum results in one or more full votes for the shareholder having a right to vote.


                                      Article 20 Chairmanship, Recordings

      1. General Meetings shall be presided by the chairman or the deputy chairman of the
Supervisory Board. If none of them has come to, or is willing to preside at, the meeting, the notary
public invited for certification purposes shall preside over the election of a chairman.


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                                                                                                                   8
     2. The chairman shall preside at the meeting and shall determine the sequence of the items
on the agenda as well as the manner of voting.

     3. The Company may record the General Meeting in sound and vision and publicly broadcast
such recordings.



                                               IV. Advisory Councils

                                    Article 21 Formation, Tasks, Composition

      1. The Management Board may appoint councils for the purpose of advising it with regard to
certain regions or certain specialist areas.

      2. The advisory councils shall, preferably, consist of not more than 20 persons each.

      3. The Management Board shall invite the advisory councils in accordance with the actual
requirements.

     4. The members of the advisory councils shall receive a remuneration for their work; such
remuneration shall be determined by the Management Board with the consent of the Supervisory
Board.



                       V. Annual Financial Statements and Distribution of Profits

                             Article 22 Fiscal Year, Annual Financial Statements

      1. The fiscal year of the Company shall be the calendar year.

      2. When preparing the annual financial statements, the Management Board shall form the
provisions required by law and the principles of proper accounting. Provisions for performance-
related premium refunds and/or for profit participation by insurance policy holders shall be formed
taking into consideration the business performance and the business plans; such provisions may
be used exclusively for premium refunds and/or profit participation of the insurance policy holders.
The utilization of such provisions to cover losses shall be permitted in exceptional cases, subject to
the approval of the Insurance Supervision Authority.

      3. When preparing the annual financial statements, the Management Board may allocate all
or part of the annual profit to the reserves.

       4. Within the first five months of every fiscal year, the Management Board shall prepare the
annual financial statements plus the Notes and the management report for the preceding fiscal
year and, after the audit by the auditor, submit them together with its proposal for the distribution of
profit to the Supervisory Board.

      5. If the Supervisory Board approves the annual financial statements they will be deemed
adopted, provided that the Management Board and the Supervisory Board do not opt for adoption
by the General Meeting.



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                                                                                                                   9
     6. If the Management Board and the Supervisory Board opt for adoption by the General
Meeting, or if the Supervisory Board fails to approve the annual financial statements, the
Management Board shall immediately call a General Meeting for the purpose of adopting the
annual financial statements.




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                                                                                                                   10
                                        Article 23 Annual General Meeting

        1. The Annual General Meeting shall be held within six months as from the end of the fiscal
year.

     2. The Annual General Meeting shall resolve on the distribution of the profit resulting from the
annual financial statements, on the grant of discharge to the members of the Management Board
and Supervisory Board and, in the cases provided by law, on the adoption of the annual financial
statements; furthermore, the Annual General Meeting shall resolve on the election of members of
the Supervisory Board as well as on other matters assigned to the General Meeting for resolution
under the law and on other motions which have been properly submitted.


                                                    Article 24 Profit

     1. Unless the General Meeting resolves otherwise, the profit shall be distributed among the
shareholders.

      2. If shareholders' contributions are made during a fiscal year, profit shares shall be
considered in proportion to the time elapsed since the contribution. If new shares are issued,
different profit participation rights may be determined.

     3. Shareholders' profit shares which are not withdrawn within three years as from the due
date shall be forfeited in favor of the free reserves of the Company.




Last amended at the 18th Annual General Meeting on June 29, 2010 and approved by the Austrian
Financial Market Authority (FMA)/Department Insurance and Pension Supervision by its Decree
dated xx xx, 2010, File No.:




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                                                                                                                   11
                                                   Annex 7 (ii)

              Public authorizations and licenses




101747475v4
                                 Public authorizations and licenses



1. Insurance license transferred to the Acquiring Company

The complete insurance license, concerning in particular the following classes of insurance:


1.  Accident
2.  Sickness
3.  Comprehensive land craft (without rail vehicles)
4.  Comprehensive rail vehicles
5.  Comprehensive aircraft
6.  Comprehensive sea, lake and river traffic
7.  Goods in transit
8.  Fire and natural hazards
9.  Other material damages (hail, frost, theft)
10. Third party liability for land crafts with own engine
11. Third party liability for aircrafts
12. Third party liability for sea, lake and river traffic
13. General third party liability
15. Bail money
16. Various financial losses
17. Legal protection
18. Support services
19. Life
20. Marriage and birth insurance
21. Fund linked and index linked life insurance
    Number 21 (Annex A) Insurance Supervision Act now: fund linked and index linked life insurance;
    pursuant to the notification dated 6 February 2003, also index linked life insurance is carried out.
    (GZ 9 173 300/2-FMA-II/2/03 from 4 March 2003)
24. Re-insurance



2. Splitting of the business licence

Splitting of the business license pursuant to point 7.5 (ii) of the De-Merger and Acquisition Agreement

REGISTER: 990 COMMERCIAL REGISTER NUMBER: 012768G02
PUBLIC AUTHORITY: Municipality of the City of Vienna
WORDING OF THE BUSINESS: Services with regard to automatic data processing and information
technology pursuant to sec 103 para 1 lit.a No. 2 of the Trade, Commerce and Industry Regulation Act
1973 (Gewerbeordnung)




101810106v2
                                                                  Annex 7 (iii)

              Employees remaining with the Transferring Company




101747475v4
                   Employees remaining with the Transferring Company


Personnel number

00005488           00007120           00002878            00007852
00007360           00006020           00001879            00007662
00002358           00001764           00004917            00001001
00007476           00003502           00002063            00007255
00003625           00004600           00000941            00006370
00004589           00004528           00001674            00003314
00004587           00004874           00007986            00003627
00002782           00001018           00000938            00008068
00001507           00007395           00001693            00005453
00007985           00005370           00007911            00006736
00004300           00004142           00007941            00004686
00004590           00003664           00004685            00007900
00004407           00007844           00002242            00004677
00006488           00000432           00004705            00005582
00007444           00000826           00004503            00004434
00007528           00096009           00001821            00001135
00090934           00006556           00009939            00002812
00007781           00007090           00006555            00000163
00004703           00004801           00001925            00007901
00002564           00003645           00002557            00003686
00004146           00002360           00003093            00000235
00007843           00002904           00002354            00003656
00003649           00007606           00004666            00004351
00004825           00001627           00005232            00002930
00000999           00000879           00002925            00000156
00008259           00002241           00003846            00004667
00007916           00008036           00003823            00004066
00005264           00003463           00004168            00005490
00001511           00006491           00001245            00001548
00007809           00007556           00007980            00003356
00007620           00006675           00000834
00007361           00005577           00003199
00004518           00091478           00000212
00004698           00006897           00007391
00000967           00006701           00006362
00002380           00004495           00004524
00007943           00007569           00006742
00001625           00004114           00007277
00004824           00000381           00005957
00000287           00002575           00001643
00004453           00006034           00007426
00000782           00003782           00000969
00006892           00002731           00004460
00007944           00005402           00007189
00007774           00005576           00003587
00002525           00000279           00005952
00007062           00007815           00002777
00000306           00009515           00003599
00003232           00007975           00000288
00002886           00004617           00007394
00000294           00003646           00002213



                                         List of employees at the effective date of 31 December 2009
                                                                                  Annex 7 (vi)

              Contractual relationships remaining with the Transferring Company




101747475v4
            Contractual relationships remaining with the Transferring Company


Contract number

10            402            559            641
11            404            560            642
12            405            565            643
13            423            566            644
16            429            567            645
17            430            568            646
18            431            569            647
19            432            570            648
20            433            571            649
21            444            572            650
22            445            573            651
23            447            574            652
24            472            575            653
25            475            579            654
26            481            580            655
28            482            583            656
206           483            584            658
216           484            587            659
234           501            588            660
235           502            590            663
236           503            591            664
237           504            592            665
238           505            593            666
239           506            594            667
244           507            595            668
247           508            598            669
251           509            599            670
252           510            601            671
254           511            602            672
262           512            603            673
263           529            604            674
376           539            606            675
377           540            607            676
378           541            608            677
379           542            609            678
380           543            610            683
381           545            611            684
382           546            612            685
383           547            621            686
384           548            622            687
385           550            623
386           551            625
388           552            631
389           553            632
390           554            633
394           555            634
395           556            635
396           558            640
                                                                          Annex 7 (vii)

              Intangible assets remaining with the Transferring Company




101747475v4
                Intangible assets remaining with the Transferring Company



Allocation number   Allocation identification                            Currency    Book value

9950000009          Planungstool                                         EUR         413,565.00

9950000013          C.I.M.                                               EUR         132,694.18

9950000020          SIM Corp. Dimension (WP-Verwaltungssoftware)         EUR        4,234,889.95

8020080002          Domain - VIG.com                                     EUR           40,637.00

8020090005          Software Schriften                                   EUR            1,480.00

8020090006          Konrad Fire.sys EDV-Systems Quart.Berichte VIG       EUR           30,265.00

8020090007          Tax NBS Application for license registration servi   EUR            2,561.00

                    Sum other intangible assets (A.II.)                             4,856,092.13
                                                                               Annex 7 (viii)

Securities deposit accounts, bonds, loans, other borrowings and bank deposits remaining with
                                 the Transferring Company




101747475v4
  Securities deposit accounts, bonds, loans, other borrowings and bank deposits remaining with the
                                        Transferring Company

all amounts in EUR

                                           Bank deposits
                                                                                              Book value per
Text identification No.                                    KoRef                                31.12.2009
Bank account EB 293-306-353/39 (B III 7)                   100604500                            16,580,743.94
                          Sum of deposits with credit insititutions (B.III.7.)                  16,580,743.94




                                       Current bank deposits
                                                                                              Book value per
Text identification No.                                                                         31.12.2009
Bank deposit Erste Bank
403 100 076/03                                                                                276,884.54
                        Sum of current deposits with credit insititutions (F.II.)             276,884.54




                     Shares and other non fixed-interest bearing securities                     Number of
Identification No.        Text identification No.          Deposit       Asset account          securities

AT0000858998          RT 2 SPEZIALFON                SFVEOE353 H022010010                         394,859.00
AT0000858915          RT VORSORGE                    SFVEOE353 H022010010                         180,506.00
AT00008294601         Wiener Börse AG                LLXEOE068 H022010010                          72,499.00
                 Sum shares and other non fixed-interest bearing securities (B III 1)             647,864.00




                 Bonds and other fixed-interest bearing securities
Identification No.        Text identification No.          Deposit       Asset account        Nominal value

AT0000298237              2 % Cis plus 13                  SFVEOE353             H022110010   37,000,000.00
FR0000470387              4,625 CIF 2012                   SFVEOE353             H022110010   20,000,000.00
XS0176120268              4.5 KommunalKdt                  SFVEOE353             H022110010   20,000,000.00
XS0178952650              4.5 HBOS Trsy 1                  SFVEOE353             H022110010   20,000,000.00
XS0185658977              4.875 Croatian                   SFVEOE353             H022110010   10,000,000.00
XS0211034540              4 GoldmSachs 15                  SFVEOE353             H022110010   20,000,000.00
XS0235620142              4 MRGN 15 EMTN                   SFVEOE353             H022110010   20,000,000.00
                          Sum of fixed interest bearing securities (B III 2)                  147,000,000.00
Securities deposit accounts, bonds, loans, other borrowings and bank deposits remaining with the
                                      Transferring Company

all amounts in EUR


       Bonds and other securities of affiliated companies and loans to affiliated companies
                                                                                    Book value per
Account
                                                                                      31.12.2009
211100200, 211100300, 211100310
thereof                                    Division Life                             25,112,727.69
thereof                                    Division Damage                          236,938,313.35

211190000
thereof                                    Division Life                            -13.000.000,00

H021110010
thereof                                    Division Damage                             2,000,128.6
Sum balance sheet item B.II.2.                                                      251,051,169.64




                                   Other borrowings
                                                                                   Book value per
Account
                                                                                     31.12.2009
224100100, 224100400, 224100410
thereof                                    Division Sickness                          5,075,000.00

224190000
thereof                                    Division Sickness                         -5,075,000.00
Sum balance sheet item B.III.6.                                                               0.00
                                                                   Annex 7 (x) a

              Real property transferred to the Acquiring Company




101747475v4
              Real property transferred to the Aquiring Company




Obj.No. ZIP    Location        Street No.                              EZ              KG
103    1010    Vienna          Eßlinggasse 13                          EZ 249         01004
104    1010    Vienna          Eßlinggasse 15                          EZ 250         01004
107    1010    Vienna          Operngasse 6                            EZ 823         01004
111    1010    Vienna          Schottenring 30*                        EZ 1783        01004
112    1010    Vienna          Schwarzenbergplatz 16-17                EZ 170         01004
118    1010    Vienna          Zelinkagasse 12                         EZ 1486        01004
120    1020    Vienna          Franz Hochedlingergasse 2               EZ 69          01657
123    1020    Vienna          Obere Donaustraße 49-53                 EZ 367         01657
125    1020    Vienna          Obere Donaustraße 69                    EZ 520         01657
126    1020    Vienna          Obere Donaustraße 81                    EZ 380         01657
155    1110    Vienna          Simmeringer Hauptstraße 16              EZ 231         01107
157    1120    Vienna          Meidlinger Hauptstraße 80               EZ 3           01305
158    1120    Vienna          Tanbruckgasse 25                        EZ 1983        01305
162    1150    Vienna          Rauchfangkehrergasse 3                  EZ 309         01307
172    1050    Vienna          Emil Kralik Gasse 3                     EZ 104         01008
174    1020    Vienna          Obere Donaustraße 47                    EZ 63          01657
180    1010    Vienna          Schottenring 35                         EZ 1106        01004
183    1210    Vienna          Am Spitz 10                             EZ 327         01605
184    1010    Vienna          Salzgries 16                            EZ 1518        01004
189    1150    Vienna          Meiselmarkt                             EZ 501         01306
190    1150    Vienna          Meiselmarkt U-Bahn Garage               EZ 1765        01306
191    1150    Vienna          Nobilegasse 50 Garage                   EZ 775         01306
194    1010    Vienna          Schottenring 28                         EZ 1109        01004
196    1100    Vienna          Daumegasse 1-5/Favoritner Gewerbering 10 EZ 3446 und   01101
                                                                       EZ 3259
198    1020    Vienna          Obere Donaustraße 67a                   EZ 4100        01657
199    1010    Vienna          Zelinkagasse 14                         EZ 1488        01004
201    5640    Bad Gastein     Bahnhofplatz 6-7                        EZ 511         55001
202    6700    Bludenz         Färberstraße 10                         EZ 2278        90002
204    7000    Eisenstadt      Kalvarienbergplatz 7                    EZ 3022        30003
205    7000    Eisenstadt      Ruster Straße 8                         EZ 969         30003
210    2301    Gr.Enzersdorf   Bischof Berthold Pl.4                   EZ 114         06207
211    5400    Hallein         Bahnhofstraße 4                         EZ 715         56209
212    6845    Hohenems        Schweizer Straße 1                      EZ 4967        92004
Obj.No. ZIP   Location         Street No.                              EZ          KG
219    9020   Klagenfurt       St.Ruprechterstraße 8-10                EZ 70018   72127
220    9020   Klagenfurt       St.Veiter Ring 13                       EZ 50045   72127
223    4020   Linz             Rainerstraße 22                         EZ 1640    45203
225    4020   Linz             Stieglbauernstraße 4                    EZ 1047    45204
227    4020   Linz             Zeppelinstraße 12                       EZ 3100    45202
229    7210   Mattersburg      Judengasse 15                           EZ 1584    30109
230    3390   Melk             Hauptstraße 9                           EZ 770     14143
231    2340   Mödling          Klostergasse 14                         EZ 4176    16119
233    7350   Oberpullendorf   Hauptstraße 22                          EZ 1553    33043
234    2170   Poysdorf         Brunngasse 4                            EZ 1133    15124
237    5020   Salzburg         Max Ott Platz 3                         EZ 20186   56537
239    9800   Spittal/Drau     Bahnhofstraße 2                         EZ 835     73419
244    4400   Steyr            Taborweg 27-29                          EZ 1985    49233
248    2630   Ternitz          Hans Czettel Platz 1                    EZ 2007    23360
250    9100   Völkermarkt      Klagenfurterstraße 12                   EZ 190     76339
253    2700   Wr.Neustadt      Ferd.Porsche Ring 2                     EZ 5991    23443
254    2700   Wr.Neustadt      Rosengasse 1                            EZ 20435   23443
255    6300   Wörgl            Bahnhofstraße 19                        EZ 100     83020
258    3910   Zwettl           Neuer Markt 13                          EZ 59      24392
260    4040   Linz-Urfahr      Freistädterstraße 16                    EZ 409     45212
262    6020   Innsbruck        Südtirolerplatz 4                       EZ 688     81113
264    7540   Güssing          Hauptplatz 10                           EZ 1431    31013
267    9300   St.Veit/Glan     Platz am Graben 3                       EZ 2002    74528
270    4050   Traun            Kremstalstraße 20                       EZ 4721    45311
272    4810   Gmunden          Schiffslände 1                          EZ 45      42160
273    5020   Salzburg         Franz Josef Straße 9                    EZ 20114   56537
281    2345   Brunn/Gebirge    Feldstraße 12                           EZ 4142    16105
282    4060   Leonding         Mayrhansenstr. 8-8b                     EZ 3267    45306
284    2500   Baden            Bahngasse 9                             EZ 598     04002
285    3820   Raabs/Thaya      Boos-Waldeckweg 5                       EZ 911     21038
286    7400   Oberwart         Waldmüllergasse 6                       EZ 4881    34057
289    3500   Krems            Bahnhofplatz 14+14A+15-17+18            EZ 3667    12114
294    7210   Mattersburg      Schubertstr. 42                         EZ 4776    30109
295    8750   Judenburg        Jägersteig 2                            EZ 1683    65013
297    6900   Bregenz          Rheinstraße 42                          EZ 1617    91119
300    6020   Innsbruck        Werner von Siemensstr. 7-9              EZ 705     81121
302    4020   Linz             Untere Donaulände 21-25 Medicent Linz   EZ 3450    45203
Obj.No. ZIP   Location        Street No.                                        EZ          KG
303    6600   Reutte          Allgäuer Straße 37                                EZ 1980    86031
304    6800   Feldkirch       Waldfriedgasse 2-6                                EZ 4128    92102
804    1020   Vienna          Taborstraße 104                                   EZ 2119    01657
806    1030   Vienna          Charasgasse 8                                     EZ 4010    01006
810    1040   Vienna          Viktorgasse 12                                    EZ 835     01011
816    1080   Vienna          Laudongasse 20                                    EZ 1106    01005
824    1130   Vienna          Hietzinger Kai 137a                               EZ 215     01209
861    2500   Baden           Eichwaldgasse 12                                  EZ 979     04025
869    9020   Klagenfurt      Lidmanskygasse 43                                 EZ 30130   72127
872    4020   Linz            Bismarckstraße 10                                 EZ 1108    45203
875    5020   Salzburg        Franz Josef Straße 5                              EZ 20057   56537
881    5020   Salzburg        Auerspergstraße 14                                EZ 20112   56537
902    1020   Vienna          Obere Donaustraße 95                              EZ 5849    01657
906    4020   Linz            Untere Donaulände 40                              EZ 342     45203
908    3040   Neulengbach     Rathausplatz 27                                   EZ 28      19737
917    2753   Piesting        Gutensteinerstraße 5                              EZ 1439    23429
922    9462   Bad St.Leonhard Klagenfurterstraße Billa/Sonnenweg 544            EZ 786     77011
923    2345   Brunn/Gebirge   Campus 21 1.Hochbauabschnitt                      EZ 4182    16105



                              *only half of this property will be transferred
                                                                      Annex 7 (x) b

              Real property remaining with the Transferring Company




101747475v4
                      Real property remaining with the Tranferring Company


                                                                      property
                                                                      registry number
Obj.No. ZIP    Location         Street No.                                              KG
101     1010   Vienna           Babenbergerstraße 1                   EZ 53             01004
105     1010   Vienna           Fleischmarkt 28                       EZ 289            01004
108     1010   Vienna           Opernring 21                          EZ 839            01004
110     1010   Vienna           Rathausplatz 2 Felderhaus             EZ 927            01004
111     1010   Vienna           Schottenring 30*                      EZ 1783           01004
138     1040   Vienna           Argentinierstraße 22                  EZ 18             01011
141     1040   Vienna           Schleifmühlgasse 4                    EZ 716            01011
148     1080   Vienna           Alserstraße 35                        EZ 33             01005
149     1080   Vienna           Josefstädterstraße 21                 EZ 246            01005
153     1090   Vienna           Rummelhardtgasse 2                    EZ 2071           01002
187     1070   Vienna           Kandlgasse 19-21                      EZ 440            01010
261     8020   Vienna           Annenpassage                          EZ 462            63104
606     1010   Vienna           Wipplingerstrasse 23                  EZ 1431           01004
801     1010   Vienna           Falkestraße 1                         EZ 1681           01004
807     1030   Vienna           Gottfried Kellergasse 13              EZ 3849           01006
812     1070   Vienna           Kandlgasse 37                         EZ 1452           01010
815     1080   Vienna           Lange Gasse 61                        EZ 1096           01005
830     1150   Vienna           Hollergasse 31                        EZ 1654           01306
862     2500   Baden            Vöslauerstraße 29                     EZ 128            04025
102     1010   Vienna           Deutschmeisterplatz 4                 EZ 1101           01004
135     1030   Vienna           Hintere Zollamtsstr.15                EZ 1892           01006
156     1120   Vienna           Meidlinger Hauptstr.78                EZ 4              01305
164     1170   Vienna           Rötzergasse 6                         EZ 1799           01402
169     1190   Vienna           Wollergasse 5-7                       EZ 312            01503
188     1010   Vienna           Hegelgasse 6                          EZ 434            01004
193     1020   Vienna           Obere Donaustraße 63                  EZ 374            01657
197     1010   Vienna           Liliengasse 1 / Singerstraße 10       EZ 1193           01004
251     2380   Perchtoldsdorf Brunner Feld-Str. 3-15                  EZ 2648           16121
266     4020   Linz             Stefan Fechter-Weg 1-10               EZ 777            45203
268     5020   Salzburg         Aignerstraße 61                       EZ 351            56501
274     5020   Salzburg         Lasserstraße 32                       EZ 80804          56537
808     1030   Vienna           Ungargasse 39                         EZ 1684           01006
809     1030   Vienna           Ungargasse 41                         EZ 1685           01006
882     5020   Salzburg         Franz Josef Straße 3                  EZ 20055          56537
                                                                    property
                                                                    registry number
Obj.No. ZIP    Location       Street No.                                              KG
950     1030   Vienna         Landstraßer Hauptstraße 71            EZ 907            01006
113     1010   Vienna         Seilergasse 2                         EZ 1152           01004
114     1010   Vienna         Singerstraße 8                        EZ 1192           01004
115     1010   Vienna         Singerstraße 14                       EZ 1621           01004
116     1010   Vienna         Spiegelgasse 10                       EZ 1599           01004
134     1030   Vienna         Hetzgasse 42                          EZ 3301           01006
137     1030   Vienna         Landstraßer Hauptstraße 31            EZ 3930           01006
145     1060   Vienna         Mariahilferstraße 49                  EZ 677            01009
161     1150   Vienna         Mariahilferstraße 133                 EZ 526            01302
176     1010   Vienna         Schottenring 23                       EZ 1099           01004
240     9800   Spittal/Drau   Villacherstraße 23                    EZ 570            73419
241     9800   Spittal/Drau   Villacherstraße 32                    EZ 1579           73419
249     9500   Villach        Moritschstraße 5-7                    EZ 1814           75454
817     1080   Vienna         Laudongasse 22                        EZ 1105           01005
903     1060   Vienna         Linke Wienzeile 18                    EZ 575            01009


                              * half of this property will not be
                              transferred
                                                                                    Annex 7 (xi)

    Holdings, trusteeships on holdings, and stakes in affiliated companies remaining with the
                                     Transferring Company




101747475v4
 Holdings, trusteeships on holdings, and stakes in affiliated companies remaining with the
                                  Transferring Company



                              Registration
                                                Country of the    Status on 31 December
                              number in the
Affiliated companies                            companies        2009 in number of shares
                              companies
                                                register             or nominal value
                              register

VERSA-Beteiligungs AG         FN 333376 i       Austria                     100,000 pcs.

S.C. ASIGURAREA
ROMANEASCA - ASIROM
                       J40/304/1991             Romania               1,356,156,414 pcs.
VIENNA INSURANCE GROUP
S.A.

Business Insurance Application
                               FN 268143 d      Austria                   1,056,000 EUR
Consulting GmbH

BULGARSKI IMOTI LIFE
                              FS 10045/95       Bulgaria                  6,997,642 pcs.
Insurance Company AD
Bulgarski Imoti Non-Life
                              FS 6100/94        Bulgaria                  9,317,561 pcs.
Insurance Company AD

Compensa Towarzystwo
Ubezpieczen Spolka Akcyjna    KRS 0000006691    Poland                   15,685,882 pcs.
Vienna Insurance Group

Vienna Insurance Group
Polska Spolka z ograniczona   KRS 0000260353    Poland                       36,030 pcs.
odpowiedzialnoscia

VLTAVA majetkovosprávní a
                              256.21.181        Czech Republic           76,900,000 CZK
podílová spol.s.r.o.

Cosmopolitan Life Vienna
Insurance Group - dionicko    MBS: 080260803    Croatia                      12,500 pcs.
drustvo za osiguranje
DONAU Versicherung AG
                              FN 32002 m        Austria                      90,600 pcs.
Vienna Insurance Group
InterRisk Versicherungs-AG
Vienna Insurance Group +      HRB: 8043         Germany                      20,000 pcs.
Umgründungsmehrwert
PJSC "UIC "KNIAZHA VIG"       24175269          Ukraine                   4,868,050 pcs.
Komunálna poistovna, a.s.
                              31 595 545        Slovakia                        792 pcs.
Vienna Insurance Group

LVP Holding GmbH              FN 84740 v        Austria                     727,000 EUR

S.C. Omniasig Asigurari de
                              J40/10318/1997    Romania                      45,828 pcs.
Viata SA
Private Joint-stock company
                              32962221          Ukraine                     214,996 pcs.
"VAB Life"
                               Registration
                                                Country of the    Status on 31 December
                               number in the
Affiliated companies                            companies        2009 in number of shares
                               companies
                                                register             or nominal value
                               register


VIG RE zajist'ovna, a.s.       284 45 589       Czech Republic              17,500 pcs.

Tarkul Estates Limited         HE 191541        Cyprus                       1,734 EUR
Waterwe Ventures Limited       HE 191337        Cyprus                       1,734 EUR
Yukoner Holdings Limited       HE 196519        Cyprus                       1,734 EUR
Damrosch Limited               HE 194779        Cyprus                       1,734 EUR

S.C. BCR Asigurari de Viata
                            J40/17847/2005      Romania                   1,940,434 pcs.
Vienna Insurance Group S.A.
S.C. BCR Asigurari Vienna
                               J40/1454/2001    Romania                   6,866,383 pcs.
Insurance Group S.A.
BENEFIA Towarzystwo
Ubezpieczen Na Zycie S.A.      KRS 0000011036   Poland                  21,676,370 pcs.
Vienna Insurance Group

BENEFIA Towarzystwo
Ubezpieczen S.A. Vienna        KRS 0000011726   Poland                     615,000 pcs.
Insurance Group
COMPENSA Holding GmbH          HRB 3514         Germany                   9,000,000 EUR
Compensa Towarzystwo
Ubezpieczen Na Zycie Spolka
                            KRS 0000043309      Poland                    1,388,578 pcs.
Akcyjna Vienna Insurance
Group
Compensa Life Vienna
                               10055769         Estonia                    782,932 pcs.
Insurance Group SE
Geschlossene GmbH
                               190617670        Belarus                    368,830 USD
DunaiBusinessInvest
ERSTE Vienna Insurance
                               01-10-044340     Hungary                     90,000 pcs.
Group Biztositó Zrt.
Erste osiguranje Vienna
                               080528486        Croatia                     20,250 pcs.
Insurance Group d.d.

CAL ICAL Globus                30434963         Ukraine                 29,581,200 UAH

HELIOS Vienna Insurance
                               080003004        Croatia                     14,517 pcs.
Group d.d.
Geschlossene GmbH
                               190617683        Belarus                    718,600 USD
InterInvestBeteiligung
InterRisk Towarzystwo
Ubezpieczen Spolka Skcyjna     KRS 0000054136   Poland                     784,158 pcs.
Vienna Insurance Group
CJSC "Jupiter Life Insurance
                               30434963         Ukraine                     35,738 pcs.
Vienna Insurance Group"
                                 Registration
                                                  Country of the     Status on 31 December
                                 number in the
Affiliated companies                              companies         2009 in number of shares
                                 companies
                                                  register              or nominal value
                                 register

KOOPERATIVA poist'ovna,
                                 00 585 441       Slovakia                      2,827 pcs.
a.s. Vienna Insurance Group

Kooperativa, pojist'ovna, a.s.
                                 471 16 617       Czech Republic               26,897 pcs.
Vienna Insurance Group

Versicherungsaktien-
                                 50004803 9       Belarus                     235,161 pcs.
gesellschaft "Kupala"
Kvarner Vienna Insurance
Group dionicko drustvo za        MBS: 080026313   Croatia                     188,018 pcs.
osiguranje
S.C.OMNIASIG VIENNA
                                 J40/8364/1994    Romania                  40,824,090 pcs.
INSURANCE GROUP S.A.

Poist'ovna Slovenskej
sporitel'ne, a.s. Vienna         35 851 023       Slovakia                    153,900 pcs.
Insurance Group
Pojist'ovna Ceské sporitelny,
                                 474 52 820       Czech Republic               14,522 pcs.
a.s. Vienna Insurance Group
Polski Zwiazek Motorowy
Towarzystwo Ubezpieczen
                                 KRS 0000073432   Poland                      920,001 pcs.
Spolka Akcyjna Vienna
Insurance Group
RISK CONSULT Sicherheits-
und Risiko-
                                 FN 92241 z       Austria                      18,250 EUR
Managementberatung
Gesellschaft m.b.H.
Royal Dystrybucja Sp. Z o.o      KRS 0000202229   Poland                          500 PLN

SECURIA majetkovosprávna a
                           35 706 627             Slovakia                   4,481,511 EUR
podielová s.r.o.
Joint Stock Insurance
Company WINNER-Vienna            5702470          Macedonia                   403,400 pcs.
Insurance Group

SIGURIA E MAHDE VIENNA
                                 J91329003O       Albania                      34,478 pcs.
INSURANCE GROUP Sh.A.

Sparkassen Versicherung AG
                                 FN 82351 f       Austria                      66,695 pcs.
Vienna Insurance Group

TBI BULGARIA AD                  131205082        Bulgaria                 23,019,786 pcs.

TBIH Financial Services Group
                              33279266            The Netherlands             486,284 pcs.
N.V.

UNION Vienna Insurance
                                 CG: 01-10-041566 Hungary                      23,820 pcs.
Group Biztositó Zrt.
                             Registration
                                               Country of the    Status on 31 December
                             number in the
Affiliated companies                           companies        2009 in number of shares
                             companies
                                               register             or nominal value
                             register

Vienna International
                             FN 292142 x       Austria                    100,000 EUR
Underwriters GmbH

Vienna-Life
Lebensversicherung           FL-0002.010.458-6 Liechtenstein               12,500 pcs.
Aktiengesellschaft

WIENER STÄDTISCHE
OSIGURANJE akcionarsko         17456598        Serbia                      20,040 pcs.
drustvo za osiguranje, Beograd

WIENER RE akcionarsko
društvo za reosiguranje,     20483733          Serbia                       6,095 pcs.
Beograd

VICTORIA
Lebensversicherung           100219658         Belarus                      6,183 pcs.
Aktiengesellschaft
 Holdings, trusteeships on holding and stakes in affiliated companies remaining with the
                                 Transferring Company



                                                          Country of
                                 Registration number                  Status on 31 December
Holdings in affiliated                                       the
                                 in the companies                    2009 in number of shares
companies                                                 companies
                                 register                                or nominal value
                                                           register
Ringturm Kapitalanlage-
                                 FN 72097 a              Austria               93,800 EUR
gesellschaft m.b.H.
Central Point Insurance IT-
                                 FN 80111 k              Austria               13,300 EUR
Solutions GmbH
close corporation
"Strachowaja kompanija           105 7749632753          Russia                22,502 pcs.
"MSK- Life"
Closed Joint-Stock Medical
Insurance Company                1027739815245           Russia               385,894 pcs.
"Solidarnost dlya zhizni"
Insurance Joint Stock
                                 1027739151967           Russia            25,500,000 pcs.
Company "MSK-Standart"
students4excellence GmbH         FN 311516 m             Austria                7,000 EUR




                                                          Country of
                                 Registration number                  Status on 31 December
                                                             the
Status as principal              in the companies                    2009 in number of shares
                                                          companies
                                 register                                or nominal value
                                                           register

PrivatLife AG is held in trust
                                 FL - 0002.246.266 - 2   Liechtenstein            750 pcs.
by Intertreuco
TBI Bulgaria AD is held in
trust by TBIH Financial          131205082               Bulgaria          23,959,369 pcs.
Services Group N.V.
                                                                    Annex 7 (xiii)

              Liabilities remaining with the Transferring Company




101747475v4
                          Liabilities remaining with the Transferring Company

all amounts in EUR

                            Liabilities vis-á-vis credit institutions
                                                                            thereof for the bonds
                                                                            constituting hybrid capital
Account 3206100900                                 25,988,969.97            12,164,383.56;
                                                                            for the bonds constituting
                                                                            supplementary capital
                                                                            13,823,457.52 and for
                                                                            liabilities from deposit fees
                                                                            1,128.89


Account 3207304100                                 19,480,000.00            for equity financing
Sum H.III. liabilities vis-á-vis credit
institutions                                       45,468,969.97




                                  Subordinated liabilities
Account bonds constituting hybrid capital 3901000300                                    500,000,000.00
Account bonds constituting supplementary capital 3901000200                             180,000,000.00
Account bonds constituting supplementary capital 3901000100                             120,000,000.00

Sum of Subordinated Liabilities (C.)                                                    800,000,000.00
                                                                    Annex 7 (xiv)

              Memberships remaining with the Transferring Company




101747475v4
Memberships remaining with the Transferring Company


          register of associations number

                     7083502
                    54227376
                    66722940
                    69340404
                    150536073
                    191598401
                    195571286
                    203866349
                    329995655
                    336010685
                    376366751
                    390981707
                    393235960
                    407678279
                    441886759
                    456816983
                    467074752
                    468041031
                    469512554
                    502887421
                    550684903
                    584466679
                    635708414
                    711836130
                    729893745
                    736143287
                    737622010
                    751187365
                    754460191
                    756622496
                    765903785
                    766097233
                    766509569
                    806801248
                    896916978
                    973735397
                    979484067
                    983500593
                    989022115
                    991399890
                    994434281
                                                                Annex 7 (xvi)

              Trademarks transferred to the Acquiring Company




101747475v4
Description                      Trade mark        Trade mark      Trade mark
                                 register          register number register number
                                 number national   international   EU



ALTERS-EIGENVORSORGE             AM 3816/93                        279489
BOND-POLIZZE                     AM 2380/73
CA VERSICHERUNG                  AM 7007/2003      819 457         3521275
carplus                          AM 7282/2006
EASY FUTURE                      AM 6788/96


Ihre Sorgen möchten wir haben    AM 5303/2001      805 413         3548823
Ihre Sorgen möchten wir haben    AM 1277/2003      816 057         3060969
JUNIOR'S BEST                    AM 6664/2000
KAPITAL & LEBEN                  AM 1714/91
MAX.LIFE                         AM 9171/2000      752 920         1998889
MODERN TIMES                     AM 522/2001
NETSAFE                          AM 389/2001
ÖSTERREICHERN                    AM 6577/2002




TULPE                            AM 7015/2003      819 407         3521507




TULPE                            AM 910/70         727 382         282913




TULPE (neues Logo 2004)          AM 1398/2004      829 567         3697372




TULPE (schwarz-weiß)             AM 416/2006       893 694         4865184



UNITED FUNDS OF SUCCES (UFOS)    AM 974/99         714 491         1076298
VERSICHERUNGS-BOND               AM 2381/73                        273490


WIENER STÄDTISCHE                AM 1824/97        816 285         3521598


WIENER STÄDTISCHE (neues Logo
2004)                            AM 1396/2004      829 562         3695772


WIENER STÄDTISCHE 24 - Die
Online Versicherung              AM 7760/2001      772 663         2458974




WIENER STÄDTISCHE Ihre Sorgen
möchten wir haben (neues Logo)   AM 1397/2004      829 566         3695764



WIENER STÄDTISCHE VIENNA
INSURANCE GROUP                  AM 8629/2006      919 027         5627856
worldwideMED                     AM 2310/2000
                                                                   Annex 7 (xix)

              Provisions remaining with the Transferring Company




101747475v4
                   Provisions remaining with the Transferring Company




                             Provisions for pensions


Personnel number                                                        Reserve in EUR
     2575                                                                      776,151
     96009                                                                      18,301
     8259                                                                    1,796,071
     7062                                                                    3,620,372
     941                                                                       283,803
     782                                                                       991,635
     3587                                                                    1,086,248
     7120                                                                    1,113,690
     7255                                                                      347,016
     1511                                                                      878,437
     4600                                                                      352,382
     294                                                                        71,684
     4703                                                                       56,499
     Total                                                                  11,392,289
                   Provisions remaining with the Transferring Company




                           Provisions for severance payments

Personnel number           Reserve in EUR        Personnel number       Reserve in EUR
       156                          11,198             1511                      46,175
       212                          12,409             3587                    230,126
       279                          34,909             4600                      41,035
       879                          25,185             7062                    952,014
      1548                          10,902             7120                    326,457
      1625                           8,675             7255                      63,446
      2575                          50,316             8259                    146,398
      2777                          10,119             Total                 2,524,158
      2925                          17,131
      3093                           6,263
      3356                           9,563
      3656                           2,464
      4407                           4,425
      4518                           2,952
      4590                           2,863
      4666                           1,684
      4667                           8,312
      4874                           6,517
      4917                           4,938
      5453                           5,595
      5488                          19,108
      5577                           5,574
      5582                          22,885
      5952                           6,815
      6020                           9,610
      6034                           2,452
      6555                           3,437
      6556                           2,110
      6675                           1,417
      6701                          11,535
      6736                           1,491
      6742                          11,715
      6892                           7,074
      6897                           7,491
      7090                          20,618
      7426                           2,005
      7444                          23,494
      7476                           5,932
      7528                           9,814
      7569                           5,974
      7620                          23,548
      8068                          13,825
      9939                          30,133
     90934                          15,860
     91478                          30,853
     96009                          25,538
      294                         124,469
      941                           37,311
                   Provisions remaining with the Transferring Company



                            Provisions for anniversary money



Personnel number          Reserve in EUR     Personnel number           Reserve in EUR
      156                           7,762          3093                           1,822
      163                             645          3199                           1,151
      212                           9,160          3314                             219
      235                           4,230          3356                           3,858
      279                           3,063          3463                             404
      287                           2,380          3599                             254
      288                             171          3625                             329
      306                           2,073          3645                             289
      381                          3,268           3649                            202
      432                            136           3656                            291
      826                            859           3686                            803
      834                            769           3782                          8,166
      879                          4,531           3823                            173
      938                            837           3846                          6,493
      967                          1,310           4066                            180
      969                            988           4114                            154
      999                          1,339           4142                            175
     1001                            666           4146                            249
     1018                            643           4168                            295
     1135                          1,430           4300                            105
     1245                          3,044           4351                            151
     1507                            404           4434                            200
     1548                          1,837           4453                            228
     1625                          1,787           4495                            244
     1627                            340           4503                            315
     1674                            371           4528                            114
     1693                            714           4587                             89
     1764                            735           4617                            171
     1821                            363           4666                          7,364
     1925                            468           4667                          7,283
     2063                            925           4677                            129
     2213                            922           4685                            116
     2241                          1,038           4686                             35
     2242                            250           4698                            114
     2354                            545           4705                            133
     2358                            360           4801                            116
     2360                            390           4825                            490
     2380                         11,457           4874                          1,674
     2525                            342           4917                          1,802
     2557                            520           5232                            104
     2564                            418           5264                             44
     2575                         19,726           5402                            151
     2731                            594           5488                          3,170
     2777                          1,474           5490                            105
     2782                            525           5576                             96
     2878                            514           5582                          5,209
     2886                            433           5952                          5,296
     2930                            311           6034                          1,780
 6362       171
 6370       167
 6488       134
 6491        82
 6555       796
 6556       838
 6675     1,227
 6701     3,999
 6736       509
 6742     2,039
 6892     7,804
 6897     5,791
 7090     4,863
 7189     7,930
 7277        95
 7360       102
 7361       150
 7391       132
 7394        89
 7395       102
 7444     8,872
 7556       121
 7569     4,881
 7606        52
 7620    14,695
 7662        75
 7774        56
 7781        84
 7815        61
 7843        70
 7844        57
 7852        72
 7900        57
 7901        44
 7911        45
 7941        37
 7975        59
 8036     8,606
 8068    18,979
 9939     3,292
90934     8,466
91478     5,227
96009     2,135
 294     34,849
1511     45,148
3587     94,430
4600      8,167
4703     41,216
7120     62,405
7255     19,914
8259     65,409
Total   644,003
                     Provisions remaining with the Transferring Company




                             Other non-insurance related provisions


  Account number      Text                        Amount in EUR     Text
    350 410 0200      Provisions for vacation       1,807,301.06
    350 410 0300      Profitsharing                   250,000.00
    350 410 0400      Minutes credited                 73,140.99

                                                                    The anniversary money is in
                                                                    this annex listed under
                      Provision for anniversary                     provisions for anniversary
    350 410 0500      money                           644,003.00    money in detailed form.
                      Publication of balance
    350 410 0600      sheet                           190,000.00
    350 410 0700      Auditor                         167,880.00
    350 410 1200      Group sponsoring                267,618.86
    350 410 1700      Miscellaneous provisions      6,040,730.76
Sum other provisions (F.IV.)                        9,440,674.67




                              Details of miscellaneous provisions

    Posting date      Record currency             Amount in EUR     Text
  30 December 2009               EUR                   10,860.00    Provision 2009 Media Group
                                                                    Provision 2009 Mark & Mark -
  30 December 2009               EUR                   10,000.00    Grafik,Design,Logoprojekte
  30 December 2009               EUR                  228,667.00    transfer of vigh
                                                                    Provision 2009 profit sharing
  30 December 2009               EUR                   20,500.00    Group
                                                                    Provision 2009 incentive
  30 December 2009               EUR                1,026,774.00    payment
                                                                    Provision 2009 Central Point 2.
  30 December 2009               EUR                2,870,219.97    half-year 2009 Koop.CZ
                                                                    Provision 2009 Central Point 2.
  30 December 2009               EUR                1,041,294.79    half-year 2009 Koop.SK
  30 December 2009               EUR                  390,000.00    Provision 2009 IT-projects
  31 December 2009               EUR                  442,415.00    Provision 2009 HR-programs
                                                    6,040,730.76
                                                                                    Annex 8.1

              Final Balance Sheet, notes and audit opinion as of 31 December 2009




101747475v4
                                     WIENERSS
                                     STA'DTISCHE
                                     VJENNA. INSURANCE GROUP




CLOSING BALANCE SHEET AS OF DECEMBER 31, 2009
      SEPARATE FINANCIAL STATEMENTS




BALANCE SHEET FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

  Assets                                                                  Property/Casualty

  in EUR
  A. Intangible assets
     1. Expenses for acquisition of an insurance portfolio                              3,300,000.00
     II. Other intangible assets                                                       18,468,991.68
     TOTAL INTANGIBLE ASSETS                                                           21,968,991.68
  B. Investments
     I. Land and buildings                                                            124,319,384.98
     II. Investments in affiliated companies and participations
          1. Shares in affiliated companies                       3,449,344,285.01
             thereof reorganisation surplus                                   0.00
          2. Bonds and other securities of affiliated companies
             and loans to affiliated companies                     264,083,279.22
          3. Participations                                         33,959,703.00
             thereof reorganisation surplus                                  0.00
          4. Bonds and other securities of and loans to
             companies in which an ownership interest is held         6,483,381.79   3,753,870,649.02
     III. Other investments
          1. Shares and other non-fixed-interest securities        110,058,961.18
          2. Bonds and other fixed-interest securities             246,529,524.65
          3. Shares in joint investments                                      0.00
          4. Mortgage receivables                                   29,456,655.13
          5. Policy prepayments                                               0.00
          6. Other loans                                            70,283,538.53
          7. Bank deposits                                           55,462,566.74    511,791,246.23
     IV. Deposits on assumed reinsurance business                                        1,090,709.23
     TOTAL INVESTMENTS                                                               4,391,071,989.46
  C. Investments of unit- and index-linked life insurance                                        0.00
  Amount carried forward                                                             4,413,040,981.14
                                                                                                                       BALANCE SHEET




            Health                                    Life                            Total business in 2009                  2003

                                                                                                                            in EUR '000


                               0.00                                     0.00                           3,500,000.00                    4,900
                               0.00                                67,546.27                          18,536,537.95                  17,080
                               0.00                                67,546.27                          22,036,537.95                21,980


                      65,252,258.36                           245,011,353.87                         434,582,997.21               444,529


 65,539,634.82                         705,405,172.14                           4,220,289,091.97                                3,795,431
          0.00                            8,883,755.76                              8,883,755.76                                       8,884


 33,736,084.08                         298,742,436.48                            596,561,799.78                                   401,467
 13,380,161.85                         239,442,839.05                            286,782,703.90                                   354,505
          0.00                            8,957,022.00                              8,957,022.00                                       8,957


 16,157,371.31       128,813,252.06      14,806,915.88       1,258,397,363.55     37,447,668.98     5,141,081,264.63                 31,157


323,646,237.72                        2,384)926,831 ;60                         2,818,632,030.50                                2,606,716
257,528,148.49                        3,263,887,254.85                          3,767,944,927.99                                3,550,903
          0.00                          50,333,710.10                             50,333,710.10                                      53,940
 69,984,832.54                         202,030,412.05                            301,471,899.72                                   237,722
          0.00                           19,215,937.78                             19,215,937.78                                     19,846
 50,924,431.39                         208,928,291.52                            330,136,261.44                                   377,055
 13,195,291.06       715,278,941.20        522,475.36        6,129,844,913.26     69,180,333.16     7,356,915,100.69              384,973
                       1,334,204.97                            16,651,874.57                           19,076,788.77              150,231
                     910,678,656.59                          7,649,905,505.25                      12,951,656,151.30           12,408,475
                               0.00                          1,681,469,320.71                       1,681,469,320.71            1,239,819
                     910,678,656.59                          9,331,442,372.23                      14,655,162,009.96           13,670,274
      SEPARATE FINANCIAL STATEMENTS




BALANCE SHEET FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

  Assets                                                                      Property/Casualty

  in EUR
  Amount carried forward                                                                 4,413,040,981.14
  D. Receivables
     I. Receivables from direct insurance business
          1. from policyholders                                          87,137,552.19
          2. from insurance intermediaries                               78,193,402.27
          3. from insurance companies                                    19,325,032.43    184,655,986.89
     II. Receivables from reinsurance business                                            102,498,916.62
     III. Other receivables                                                               167,783,535.33
     TOTAL RECEIVABLES                                                                    454,938,438.84
  E. Pro rata interest                                                                       7,073,114.92
  F. Other assets
     1. Tangible assets (not incl. land and buildings) and inventories                     16,513,239.16
     II. Current bank balances and cash on hand                                            41,632,919.43
     III. Other assets                                                                    116,010,384.43
     TOTAL OTHER ASSETS                                                                   174,156,043.02
  G. Prepaid expenses
     1. Deferred taxes                                                                     60,588,647.33
     II. Other prepaid expenses                                                            82,184,202.59
     TOTAL PREPAID EXPENSES                                                               142,772,849.92
  H. Offsetting items between departments                                                -243,384,022.92


                                                                                                            1
                                                                                                               BALANCE SHEET




          Health                                Life                          Total business in 2009                  2003

                                                                                                                    in EUR '000

                   910,678,656.59                      9,331,442,372.23                    14,655,162,009.96           13,670,274




3,170,530.38                        23,181,978.66                         113,490,061.23                                   132,596
       0.00                           799,285.88                          78,992,688.15                                     80,015
1,088,385.27         4,258,915.65     715,798.11         24,697,062.65     21,129,215.81     213,611,965.19                  26,297
                            0.00                            747,989.66                       103,246,906.28                105,529
                     4,243,315.24                         14,910,032.88                      186,936,883.45                157,732
                     8,502,230.89                        40,355,085.19                       503,795,754.92                502,169
                     7,194,563.16                        96,083,436.10                       110,351,114.18                103,069


                            0.00                            165,495.45                         16,678,734.61                 15,025
                     2,067,441.32                        28,872,673.87                        72,573,034.62                121,935
                     4,688,800.00                         17,866,540.65                      138,565,725.08                108,741
                     6,756,241.32                        46,904,709.97                       227,817,494.31                245,701


                      916,655.83                         25,116,764.41                        86,622,067.57                  65,910
                             0.00                          5,953,077.04                        88,137,279.63                 38,882
                      916,655.83                         31,069,841.45                       174,759,347.20                104,792
                    91,123,683.79                       152,260,339.13                                 0.00
      SEPARATE FINANCIAL STATEMENTS




BALANCE SHEET FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

  Liabilities and shareholders* equity                                                               Property/Casualty

  in EUR
  A. Shareholders' equity
     I. Share capital
          1. Parvalue                                                                                             82,253,688.41
     II. Capital reserves
          1. Committed reserves                                                                                 1,859,512,981.64
     III. Retained earnings
          1. Free reserves                                                                                       141,089,334.33
     IV. Risk reserve as per § 73a VAG, taxed portion                                                             15,301,745.25
     V. Net retained profits                                                                                     128,378,107.13
          thereof brought forward                                                                                  6,603,765.31
     TOTAL SHAREHOLDERS'EQUITY                                                                                  2,226,535,856.76
  B. Tax-exempt reserves
     I. Risk reserve as per § 73a VAG                                                                             19,406,564.75
     II. Valuation reserve for impairment losses                                                                  36,709,096.71
     TOTAL RESERVES                                                                                               56,115,661.46
  C. Subordinated liabilities
     I. Hybrid bond                                                                                                        0.00
     II. Supplementary capital bond                                                                              250,000,000.00
     TOTAL SUBORDINATED LIABILITIES                                                                              250,000,000.00
  D. Underwriting provisions - retained
     I. Unearned premiums
          1. Gross                                                                            113,141,378.56
          2. Reinsurers' share                                                                -18,414,985.74       94,726,392.82
     II. Mathmatical reserve
          1. Gross                                                                                      0.00
          2. Reinsurers' share                                                                          0.00                0.00
     III. Provision for outstanding claims
          1. Gross                                                                           1,046,927,346.79
          2. Reinsurers' share                                                               -283,784,820.72     763,142,526.07
     IV. Provision for profit-unrelated premium refunds
          1. Gross                                                                             17,212,688.72
          2. Reinsurers' share                                                                 -1,349,412.27       15,863,276.45
     V. Provision for profit-related premium refunds and policyholder profit participation
          1. Gross                                                                                196,912.47
          2. Reinsurers' share                                                                          0.00          196,912.47
     VI. Equalisation provision                                                                                   164,632,606.60
     VII. Other underwriting provisions
          1. Gross                                                                              10,804,041.04
          2. Reinsurers' share                                                                 -1,719,664.26        9,084,376.78
      TOTAL TECHNICAL PROVISIONS                                                                                1,047,646,091.19
  E. Underwriting provisions of unit- and index-linked lite insurance                                                       0.00
  Amount carried forward                                                                                        3,580,297,609.41
                                                                                                                      BALANCE SHEET




            Health                                   Life                            Total business in 2009                  2008

                                                                                                                           in EUR '000




                      17,931,004.41                           32,702,775.38                         132,887,468.20                132,888


                      43,968,805.39                          363,750,635.04                        2,267,232,422.07             2,267,232


                       6,921,770.40                           76,958,978.73                         224,970,083.46                224,970

                       3,325,210.71                           27,226,449.51                          45,853,405.47                  45,853

                      14,864,925.86                           21,494,683.78                         164,737,716.77                274,253
                       5,079,314.19                             6,569,728.04                          18,252,807.54                 80,755
                      87,011,716.77                          522,133,522.44                       2,835,681,095.97              2,945,196

                       9,208,223.29                           14,825,539.49                          43,440,327.53                 43,440
                       9,111,672.71                           99,100,451.41                         144,921,220.83                149,049
                      18,319,896.00                          113,925,990.90                         188,361,548.36                192,489

                               0.00                          500,000,000.00                         500,000,000.00                250,000
                               0.00                          150,000,000.00                         400,000,000.00                300,000
                               0.00                          650,000,000.00                         900,000,000.00                550,000



  1,955,124.33                          37,412,244.92                           152,508,747.81                                    170,458
  -195,512.43          1,759,611.90        -48,794.36         37,363,450.56     -18,659,292.53      133,849,455.28                -22,175

790,271,389.00                        6,285,341,829.37                         7,075,613,218.37                                 7,055,587
-80,144,667.10       710,126,721.90    -14,564,373.58       6,270,777,455.79    -94,709,040.68     6,980,904,177.69              -18,814

 44,972,932.00                          40,373,222.34                          1,132,273,501.13                                 1,279,128
 -4,467,669.50        40,505,262.50       -181,000.00         40,192,222.34    -288,433,490.22      843,840,010.91              -412,184

 14,949,000.00                                    0.00                           32,161,688.72                                      30,961
 -1,494,900.00        13,454,100.00               0.00                  0.00     -2,844,312.27        29,317,376.45                 -1,493


          0.00                           61,076,846.30                            61,273,758.77                                     84,999
          0.00                 0.00               0.00         61,076,846.30               0.00       61,273,758.77                    -25
                               0.00                                     0.00                         164,632,606.60                180,162

    598,743.72                            1,560,085.22                           12,962,869.98                                     12,689
          0.00           598,743.72               0.00          1,560,085.22     -1,719,664.26        11,243,205.72                -1,133
                     766,444,440.02                         6,410,970,060.21                       8,225,060,591.42             8,358,160

                               0.00                         1,611,520,904.43                       1,611,520,904.43             1,176,949
                     871,776,052.79                         9,308,550,477.98                      13,760,624,140.18            13,222,794
   SEPARATE FINANCIAL STATEMENTS




Liabilities and shareholders' equity                    Property/Casualty

in EUR
Amount carried forward                                             3,580,297,609.41
F. Non-underwriting provisions
   I. Provision for post-employment benefits                                  0.00
   II. Provision for pensions                                                 0.00
   III. Tax provisions                                               55,447,346.43
   IV. Other provisions                                              65,332,060.71
   TOTAL OTHER PROVISIONS                                           120,779,407.14
G. Deposits from ceded reinsurance business                                 9,997.41
H. Other liabilities
   I. Liabilities from direct insurance business
        1. from policyholders                      97,997,313.54
        2. from insurance intermediaries           17,094,840.57
        3. from insurance companies                15,935,953.86     131,028,107.97
   II. Liabilities from reinsurance business                          16,608,591.64
   III. Liabilities to financial institutions                         52,961,853.48
   IV. Other liabilities                                           1,041,285,013.27
   TOTAL LIABILITIES                                               1,241,883,566.36
I. Prepaid expenses                                                    5,627,324.60
                                                                                                                    BALANCE SHEET




               Health                                Life                          Total business in 2009                  2008

                                                                                                                         in EUR '000

                        871,776,052.79                      9,308,550,477.98                    13,760,624,140.18           13,222,794


                                  0.00                        22,190,390.78                        22,190,390.78                  58,155
                                  0.00                       102,111,636.00                       102,111,636.00                  99,374
                          6,424,200.00                          9,879,382.98                       71,750,929.41                  81,865.
                         11,418,997.00                          8,685,769.95                       85,436,827.66                  94,862
                         17,843,197.00                       142,867,179.71                       281,489,783.85                334,256
                         86,302,749.00                        14,613,167.94                       100,925,914.35                  16,239




     3,654,398.12                        98,662,092.41                         200,313,804.07                                   108,180
            0.00                          3,807,618.13                          20,902,458.70                                     21,366
      346,150.89          4,000,549.01        3,286.58       102,472,997.12     16,285,391.33     237,501,654.10                    9,271
                          6,095,814.05                          3,533,768.38                       26,238,174.07                  89,423
                         34,000,000.00                         19,076,112.32                       106,037,965.80                 78,430
                          4,868,100.30                         11,872,111.40                     1,058,025,224.97               555,857
                         48,964,463.36                       136,954,989.22                      1,427,803,018.94               862,527
                            285,569.43                        95,129,969.22                       101,042,863.25                190,189


L.
       SEPARATE FINANCIAL STATEMENTS




INCOME STATEMENT FOR THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2009

  Property/casualty insurance                                                              2009                           2008

                                                                                              in EUR                    in EUR '000
  Underwriting account
  1. Net earned premiums
       Premiums written
          Gross                                                             1,076,111,433.00                                1,201,571
          Ceded reinsurance premiums                                        -313,887,103.38        762,224,329.62           -341,603
       Change due to unearned premiums
          Gross                                                               -2,766,009.37                                    10,010
          Reinsurers' share                                                    2,619,856.80              -146,152.57              434
       TOTAL PREMIUMS                                                                              762,078,177.05             870,412
  2.   Investment income from technical business                                                           54,475.97                  64
  3. Other underwriting income                                                                           6,214,570.25            5,022
  4. Expenses for claims and insurance benefits
       Payments for claims and insurance benefits
          Gross                                                              741,834,813.95                                   742,137
          Reinsurers' share                                                 -213,406,362.26            528,428,451.69       -185,439
       Changes in provision for outstanding claims and insurance benefits
          Gross                                                              -34,043,892.61                                   151,085
          Reinsurers' share                                                   25,660,588.85            -8,383,303.76        -136,181
       TOTAL CLAIMS AND INSURANCE BENEFITS                                                        -520,045,147.93           -571,602
  5. Increase in underwriting provisions
       Other underwriting provisions
          Gross                                                                  965,332.37                                           918
          Reinsurers' share                                                       27,394.24                992,726.61                   0
       TOTAL INCREASE IN UNDERWRITING PROVISIONS                                                         -992,726.61             -918
  6. Expenses for profit-unrelated premium refunds
          Gross                                                                10,614,481.55                                     6,214
          Reinsurers' share                                                   -1,657,490.87              8,956,990.68          -1,616
       TOTAL EXPENSES FOR PROFIT-UNRELATED PREMIUM REFUNDS                                             -8,956,990.68           -4,598
  7. Administrative expenses
       Acquisition expenses                                                                            188,287,465.62         230,979
       Other administrative expenses                                                                    48,700,638.45          53,574
       Reinsurance commissions and profit commissions from
       reinsurance cessions                                                                        -42,429,789.85             -49,030
       TOTAL OPERATING EXPENSES                                                                   -194,558,314.22           -235,523
  8. Other underwriting expenses                                                                   -13,388,184.07              -6,124
  9. Change in the equalisation provision                                                               15,529,303.40         -36,759
  UNDERWRITING RESULT (AMOUNT CARRIED FORWARD)                                                          45,935,163.16          19,974
                                                                                 INCOME STATEMENT




Property/casualty insurance                                         2009             2008

                                                                   in EUR          in EUR '000
Underwriting result (amount carried forward)                     45,935,163.16            19,974
Non-underwriting account
1. Investment and interest income
   Income from participations                                    76,939,813.95            34,727
   Income from land and buildings                                 6,502,366.07              4,849
   Income from other investments                                 14,846,120.61            36,413
   Income from appreciations                                        514,172.43                   0
   Gains from disposal of investments                           130,305,973.31           141,813
   Other investment and interest income                           4,088,498.93            16,186
   TOTAL INVESTMENT INCOME                                      233,196,947.30           233,988
2. Expenses for investments and interest expenses
   Expenses for asset management                                  7,819,358.82              3,948
   Depreciation of investments                                   65,529,930.44              9,474
   Interest expenses                                             36,121,927.76            24,079
   Losses from disposal of investments                            9,540,281.50               285
   Other investment expenses                                     11,995,610.83            48,374
   TOTAL INVESTMENT EXPENSES                                   -131,007,109.35          -86,160
3. Investment income transferred to the underwriting account       -54,475.97                -64
4. Other non-underwriting income                                    983,711.83              2,006
5. Other non-underwriting expenses                                -544,636.56             -1,024
       SEPARATE FINANCIAL STATEMENTS




INCOME STATEMENT FOR THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2009

  Health insurance                                                                       2009                        2008

                                                                                         in EUR                    in EUR '00
  Underwriting account
  1. Net earned premiums
       Premiums written
          Gross                                                             321,360,873.20                               314,280
          Ceded reinsurance premiums                                        -39,156,115.74        282,204,757.46            -921
       Change due to unearned premiums
          Gross                                                                -51,335.13                                       -23
          Reinsurers' share                                                      25,631.13           -25,704.00                   0
       TOTAL PREMIUMS                                                                             282,179,053.46         313,336
  2.   Investment income from technical business                                                   15,726,701.87            2,126
  3. Other underwriting income                                                                          2,526.48                 38
  4. Expenses for claims and insurance benefits
       Payments for claims and insurance benefits
          Gross                                                             214,728,761.11                               211,995
          Reinsurers' share                                                 -22,401,597.62        192,327,163.49            -692
       Changes in provision for outstanding claims and insurance benefits
          Gross                                                                 684,268.00                                      856
          Reinsurers' share                                                    -94,706.70             589,561.30                 33
       TOTAL CLAIMS AND INSURANCE BENEFITS                                                    -192,916,724.79          -212,192
  5. Increase in underwriting provisions
       Mathematical reserve
          Gross                                                              47,941,269.00                                35,721
          Reinsurers' share                                                  -4,913,270.00         43,027,999.00            -168
       TOTAL INCREASE IN UNDERWRITING PROVISIONS                                                  -43,027,999.00        -35,553
  6. Expenses for profit-unrelated premium refunds
          Gross                                                              11,255,275.17                                12,359
          Reinsurers' share                                                  -1,110,945.78         10,144,329.39                  0
       TOTAL EXPENSES FOR PROFIT-UNRELATED PREMIUM REFUNDS                                        -10,144,329.39         -12,359
  7. Administrative expenses
       Acquisition expenses                                                                        27,051,026.87          29,312
       Other administrative expenses                                                               15,107,842.98          16,221
       Reinsurance commissions and profit shares
       from reinsurance cessions                                                                   -4,578,505.00            -116
       TOTAL OPERATING EXPENSES                                                                   -37,580,364.85         -45,417
  8. Other underwriting expenses                                                                   -2,477,112.30            -560
  UNDERWRITING RESULT (AMOUNT CARRIED FORWARD)                                                     11,761,751.48            9,419
                                                                            INCOME STATEMENT




Health insurance                                                   2009                 2008

                                                                   in EUR            in EUR '000

Underwriting result (amount carried forward)                    11,761,751.48                  9,419
Non-underwriting account
1. Investment and interest income
   Income from participations                                    1,497,476.97                  4,549
   Income from land and buildings                                6,115,090.30                  4,045
   Income from other investments                                29,811,796.20               24,310
   Income from appreciations                                        64,329.70                      0
   Gains from disposal of investments                            3,332,486.79                  5,038
   Other investment and interest income                          1,383,732.46                  5,848
   TOTAL INVESTMENT INCOME                                      42,204,932.42               43,790
2. Expenses for investments and interest expenses
   Expenses for asset management                                 4,879,930.67                  2,512
   Depreciation of investments                                  12,679,922.42               27,661
   Interest expenses                                             7,724,938.04                  8,868
   Losses from disposal of investments                             691,222.21                   599
   Other investment expenses                                       502,217.21                  2,024
   TOTAL INVESTMENT EXPENSES                                   -26,478,230.35             -41,664
3. Investment income transferred to the underwriting account   -15,726,701.87               -2126
4. Other non-underwriting income                                    63,956.61                      1
5. Other non-underwriting expenses                                          0.00
     SEPARATE FINANCIAL STATEMENTS




INCOME STATEMENT FOR THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2009

  Life insurance                                                                       2009                        2008

                                                                                       in EUR                    in EUR '000
  Underwriting account
  1. Net earned premiums
     Premiums written
        Gross                                                             937,399,094.75                             1,067,795
        Ceded reinsurance premiums                                         -3,408,868.90        933,990,225.85          -4,535
     Change due to unearned premiums
        Gross                                                               3,586,864.78                                  4,562
        Reinsurers' share                                                    -21,653.76           3,565,211.02             -43
     TOTAL PREMIUMS                                                                             937,555,436.87       1,067,779
  2. Investment income from technical business                                                  217,731,833.51         291,488
  3. Unrealised gains on investments shown under
     balance sheet asset item C                                                                 211,259,794.38          31,569
  4. Other underwriting income                                                                     359,090.75                  218
  5. Expenses for claims and insurance benefits
     Payments for claims and insurance benefits
        Gross                                                             680,734,395.45                               721,059
        Reinsurers' share                                                 -1,562,333.70         679,172,061.75          -1,638
     Changes in provision for outstanding claims and insurance benefits
        Gross                                                               3,745,715.87                                -6,607
        Reinsurers' share                                                    -70,000.00           3,675,715.87            -111
     TOTAL CLAIMS AND INSURANCE BENEFITS                                                      -682,847,777.62        -712,703
  6. Increase in underwriting provisions
     Mathematical reserve
        Gross                                                             500,039,426.30                                50,994
        Reinsurers' share                                                    -48,113.80         499,991,312.50            -645
     TOTAL INCREASE IN UNDERWRITING PROVISIONS                                                -499,991,312.50          -50,349
  7. Expenses for profit-unrelated premium refunds
     and policyholder profit participation
         Gross                                                                205,407.23                                65,025
         Reinsurers' share                                                          0.00            205,407.23                 -25
     TOTAL PROFIT PARTICIPATION                                                                   -205,407.23          -65,000
  8. Administrative expenses
      Acquisition expenses                                                                      115,879,525.10         118,307
      Other administrative expenses                                                              39,312,015.59          41,366
      Reinsurance commissions and profit commissions
      from reinsurance cessions                                                                   -516,425.74             -707
     TOTAL OPERATING EXPENSES                                                                 -154,675,114.95        -158,966
  9. Unrealised losses on investments shown under
     balance sheet asset item C                                                                 -11,710,829.20       -363,922
  10. Other underwriting expenses                                                                -8,043,101.96          -2,246
  UNDERWRITING RESULT (AMOUNT CARRIED FORWARD)                                                    9,432,612.05          37,868
                                                                            INCOME STATEMENT




Life insurance                                                     2009                2008

                                                                   in EUR           in EUR '000    .

Underwriting result {amount carried forward)                      9,432,612.05             37,868
Non-underwriting account
1. Investment and interest income
   Income from participations                                    30,401,235.14             20,113
   Income from land and buildings                                16,104,277.87              17,722
   Income from other investments                                276,446,214.71            308,643
   Income from appreciations                                        110,381.96              11,583
   Gains from disposal of investments                            42,598,244.75            204,697
  . Other investment and interest income                         21,925,686.86              18,120
   TOTAL INVESTMENT INCOME                                      387,586,041.29            580,878
2. Expenses for investments and interest expenses
   Expenses for asset management                                 13,955,910.94                 7,128
   Depreciation of investments                                  108,602,895.51            240,151
   Interest expenses                                             39,457,428.67             28,113
   Losses from disposal of investments                            2,989,406.67                 8,109
   Other investment expenses                                      4,848,565.99                 5,889
   TOTAL INVESTMENT EXPENSES                                   -169,854,207.78           -289,390
3. Investment income transferred to the underwriting account   -217,731,833.51           -291,488
4. Other non-underwriting income                                    213,858.49                    76
5. Other non-underwriting expenses                                   -5,950.71                 -966
       SEPARATE FINANCIAL STATEMENTS




INCOME STATEMENT FOR THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2009

  Property/Casualty + Health + Life = Total Business                 2009               2008

                                                                     in EUR           in EUR '000
   Underwriting result, property/casualty                          45,935,163.16              19,974
   Underwriting result, health                                     11,761,761.48               9,419
   Underwriting result, life                                        9,432,612.05             37,868
   TOTAL UNDERWRITING RESULT                                       67,129,526.69             67,261


  Non-underwriting account
  1.   Investment and interest income
       Income from participations                                 108,838,528.06             59,389
       Income from land and buildings                              28,721,734.24             26,616
       Income from other investments                              321,104,131.52            369,366
       Income from appreciations                                      688,884.09             11,583
       Gains from disposal of investments                         176,236,704.85            351,548
       Other investment and interest income                        27,397,938.25             40,154
       TOTAL INVESTMENT INCOME                                    662,987,921.01            858,656
  2.   Expenses tor investments and interest expenses
       Expenses for asset management                               26,655,200.43              13,588
       Depreciation of investments                                186,812,748.37            277,286
       Interest expenses                                           83,304,294.47             61,060
       Losses from disposal of investments                         13,220,910.38               8,993
       Other investment expenses                                   17,346,394.03              56,287
       TOTAL INVESTMENT EXPENSES                                 -327,339,547.68           -417,214
  3. Investment income transferred to the underwriting account   -233,513,011.35          -293,678
  4. Other non-underwriting income                                  1,261,526.93               2,083
  5. Other non-underwriting expenses                                -550,587.27              -1,990
  6. Result from ordinary activities                              169,975,828.33            215,118
  7. Taxes on income                                              -26,790,335.42            -25,792
  8. Profit for the period                                        143,185,492.91            189,326
  9.   Release of reserves
       Release of valuation reserve for impairment losses           3,299,425.23               6,606
       TOTAL RELEASE OF RESERVES                                    3,299,425.23               6,606
  10. Transfer to reserves
       Transfer to risk reserve as per § 73a VAG                               0.00            2,434
       Transfer to free reserves                                               8.91                 0
       TOTAL TRANSFER TO RESERVES                                             -8.91          -2,434
  11. Profit for the year                                         146,484,909.23            193,498
  12. Retained profits brought forward                             18,252,807.54              80,755


                                                                                                    •J
                                                                                              NOTES TO THE SEPARATE FINANCIAL STATEMENTS   53




I.   GENERAL INFORMATION ON ACCOUNTING                                C-Quadrat ARTS Total Return Special T; C-Quadrat Triathlon
                                                                      Miteigentumsfonds gem. Para 20 a InvFG; CRYSTAL ROOF RU-
     POLICIES                                                         BIN FUND (T); CRYSTAL ROOF SAFIR (T); CRYSTAL ROOF SMA-
                                                                      RAGD FUND (T); CS BOND FUND (LUX) EURO ABERDEEN B CAP
The annual financial statements were prepared in accordance
                                                                      (T); CS BOND FUND (LUX) USD ABERDEEN B CAP (T); CS
with Austrian generally accepted accounting principles and the
                                                                      EF(LUX)SMALL CAP USD FUND (T); CS MONEY MARKET CHF
general standard of presenting a fair and true view of the net
                                                                      FUND (LUX) (T); dbxt DBLCI OYB – Sh – 1C – Capitalisation; dbxt
assets, financial position and results of operations.
                                                                      DJES50 Shs 1D Distribution; Deka Immobilien Euro – Anteile;
                                                                      DEKARENT INTERN. FONDS; Dexia Bond Euro Inflation Linked C;
The precautionary principle was satisfied in that only profits that
                                                                      Dexia Equities B European Property Securities; Dexia Quant
had been realised as at the balance sheet date were reported
                                                                      Equities Europe; Dexia Sustainable European Balanced Medium
and all identifiable risks and impending losses are recorded in
                                                                      T; dit-Gl. Mkt. Bond – Units; DJE Alpha Global; DkLT Em Bd Units
the balance sheet, with the exception of the less strict meas-
                                                                      CF Distribution; DWS Biotech-Aktien Typ 0 (Deutschland); DWS
urement of bonds and other fixed interest securities as provided
                                                                      Flex Pens 2014 Fonds (neu); DWS Flexpension 2015; DWS Flex-
for in § 81h(1) VAG and use of the measurement options pro-
                                                                      pension 2016; DWS Flexpension 2017; DWS Flexpension 2018;
vided in § 81h(2a) VAG for units of special funds. As a rule,
                                                                      DWS Flexpension 2021; DWS Flexpension 2022; DWS Flexpen-
figures are shown in thousands of Euros (EUR ’000). Figures from
                                                                      sion 2023; DWS Flexpension II 2019 Shs 2009-31.12.2019 Capi-
the previous year are indicated as such or shown in parentheses.
                                                                      talisation; DWS Flexpension II 2024 – Shs 2009-31.12.2024
                                                                      Capitalisation; DWS Flexpension Sicav 2019; DWS Flexpension
II. ACCOUNTING POLICIES                                               Sicav 2020; DWS Investa Anteile; DWS Invest European Equities
                                                                      (T); DWS Invest Global Agribusiness (T); DWS Invest Top 50 Asia
Land is valued at cost, buildings are valued at cost less depre-      (T); DWS Osteuropa FCP Units Capitalisation (T); DWS Top 50
ciation and any write-downs. As a rule, repair costs for residen-     Euro Anteile; DWS &Top Dividende Anteile; DWS VERMOE-
tial buildings are spread over ten years.                             GENSBILDUNGSFOND I (A); Ecofin Index Aktien --- Thesaurie-
                                                                      rungs-Anteile; E+S Erfolgs-Invest Miteigentumsfonds gem. Para
Investments for unit-linked and index-linked life insurance are       20 InvFG; ESPA Bond Emerging Markets; Espa Cash Euro Mid-
valued in accordance with the current cost principle. Unit-linked     term (A); ESPA CASH EURO-PLUS (T) (SPARFONDS); ESPA PORT-
life insurance investments are made in the following funds:           FOLIO BOND (T); ESPA SELECT STOCK (T); ESPA STOCK VIENNA
Acatis Aktien Global Fonds (T); Pioneer Investments Total Return      FONDS; Ethna Aktiv E Units; FAIR INVEST BALANCED Miteigen-
FCP; All Asia Miteigentumsanteile gem. § 20 InFG T; All Europe        tumsanteile in Wertpapieren (T); FI Alpha Renten Global; Fid. 2
Thesaurierungs-Anteile; Allianz PIMCO Bondspezial FCP (A);            AUD Cur – Shs A Capitalisation; Fid. China Foc – Shares A USD
Allianz Pimco Liquidität Manager A (EUR); Allianz RCM Verm.           Distribution; FIDELITY EURO BOND FUND; FIDELITY EUROPEAN
DE-Anteile; All Japan T Miteigentumsanteile; All Trends (T); ALL      GROWTH FUND (A); Fidelity Funds European Fund; Fidelity Funds
WORLD (T) MITEIGENTUMSANTEILE; AXA World Funds II Conti-              Global Property Fund; FIDELITY FUNDS INTERNATIONAL USD-
nental European Opportunities Equities; Baring German Growth          FUND; Fidelity Funds SICAV - Latin America Fund; Fidelity Funds
Trust (T); Baring Global Umbrella Fund Eastern Europe Class;          SICAV - Pacific Fund; Fidelity Funds World Fund; FIDELITY GLO-
Baring HK China – Units Class A EUR; BAWAG PSK GLOBAL                 BAL FPS USD FUND; FIDELITY GROWTH FPS EUR FUND; FIDELI-
BOND FOND; Berenberg-Balkan-Baltikum-Universal Fonds (A);             TY JAPAN JPY FUND; FIDELITY JAPAN SMALL.COMP.JPY FUND;
BlackRock Global Funds-Emerging Markets Fund A2; BlackRock            FIDELITY MODERATE FPS EUR FUND; Fidelity Switzerland Fund
Global Funds-Euro Bond Fund A2; BlackRock Global Funds-               A; First Private Europa Aktien ULM (T); Franklin Templeton In-
European Opportunity Fund A2; BlackRock Global Funds-Global           vestment Funds- Templeton Bric Fund T; Gartmore Continental
Allocation Hedge A2; BlackRock Global Funds-Japan Small +             European Shs A1; Global Advantage Emerging Markets High
Midcap Opportunity Fund A2; BlackRock Global Funds Latin              Value (T); Global Health Care (All Pharma) Miteigentumsf.gem.§
American Fund (T); BlackRock Global Funds New Energy Fund (T);        20 (T); GOLDEN ROOF BRANCHEN (T); GOLDEN ROOF WELT (T);
BlackRock Global Funds US Flexible Equity Fund A; BlackRock           Gutmann Vorsorge Fonds; Henderson Horizon Continental Euro-
Global Funds World Energy Fund (T); BlackRock Global Funds -          pean Equity F; HSBC Global Indian Equity; Invesco Funds - Inves-
World Gold Fund; BlackRock Global Funds World Gold Fund               co Pan European Equity A; Invesco Funds Pan European Small
Hedged; BlackRock Global Funds-World Mining Fund-A2- EUR;             Cap Equity A; Invesco Funds Ser. 4 Invesco Japanese Small/Mid
BW Renta International Universal Fonds; Carmignac Patrim.A 3D;        Cap Equity 4; Invesco Funds Series 1 Japanese Equity A; Invesco
CI Global Mix 50; Cominvest Fonds; ComStage ETF Dow Jones             Funds Series 2 - Invesco Emerging Markets Bond A; Invesco
Euro STOXX 50 TR; CONSTANTIA EURO BOND EUR FONDS;                     Funds Series 5 PRC Equity Fund; iShares DAX (T); iShares DJ
Constantia European Property T; C-QUADRAT Active World                Euro Stoxx SD 30; iShares eb.rexx Jumbo Pfandbriefe; iShares
Balanced FONDS; C-QUADRAT Active World Dynamic (T) ANTEI-             S+P Listed private Equity; JPMF Jap Equity – USD Distribution;
LE; C-QUADRAT Active World Equity; C-Quadrat ARTS Best                JPMORGAN AMERICA EQUITY A Dis-USD FUNDS; JPMorgan-
Momentum T; C-Quadrat ARTS Total Return Global – AMI;                 Emerging Markets Debt A INC EUR; JP MORGAN FLEMING
54    SEPARATE FINANCIAL STATEMENTS




     EUROPE SMALL CAP FUND; JP MORGAN FLEMING FUNDS                      SCHOELLERBANK KURZINVEST T; SKWB SCHOELLERBANK
     LATINAMERICA EUQ; JPMorgan Global Total Return Fund;                REALZINS PLUS T; SKWB SCHOELLERBANK USD RENTEN-
     JPMorgan JF India Fund (A); JP MORGAN PACIFIC EQUITY A              FONDS T; SPAR TRUST CORPORATE (T); Spezial Plus Miteigen-
     DIST – USD FUND; JP MORGAN US Small Growth Cap A Dist               tumsfonds in Wertpapieren T; StarCapital Universal Bondvalue
     USD; Julius Baer Multistock Black Sea Fund (A); Kapital u Wert      UI; SUCCESS ABSOLUTE (T); SUCCESS RELATIVE FONDS (T);
     Premium Ausgewogen (T) Anteile; Kapital u Wert Premium              Superior 3 Ethik Miteigentumsfonds gem. Para 20 InvFG; Temp-
     Dynamisch (T) Anteile; L. ETF Euro M. CBA – Parts de Distributi-    leton Emerging Markets FD-A YDIS; Templeton Growth Fund
     on et/ou de Capital; Lyxor ETF DJ Buywrite - Parts de Capitalisa-   EURO; Threadneedle European Select Fund; Threadneedle US
     tion/Distribution; Lyxor ETF Euro 5-7Y; Lyxor ETF Euro MTS; Lyxor   Equities; Top Vario Mix (T); Top Vario Mix – Vollthesaurierungs-
     ETF World Water; Lyxor Euro MTS 3-5Y; Market Access Jim             Anteile; TRADECOM FONDSTRADER; UBS LUX BOND FUND-US
     Rogers Int Commodity Index; M & G 1 Global Basic Ac-                (T); UBS (Lux) Strategy Fund FCP Balanced (T); UniAsia – Units
     cum.Shs.Class A; MLIIF New Energy Fd; MLIIF World Mining            Capitalisation; Unternehmensanleihenfonds 2014 gem. § 20
     Shs A2 Capitalisation; MMT Global Selection; MORGAN STAN-           InvFG (A); Unternehmensanleihenfonds 2014 gem. § 20 InvFG (T);
     LEY EMERGING MKTS USD FUND(T); MORGAN STANLEY                       VONTOBEL FUND EMERGING MARKETS EQUITY B-USD CAP;
     EM.MKTS.DEBT USD FUND (T); Morgan Stanley Investment                VONTOBEL FUND US DOLLAR BOND B-USD-CAP; VPI Word
     Funds SICAV; MORGAN STANLEY JAPANESE VALUE EQUITY                   Invest Miteigentumsanteile § 20 InvFG; VPI World Select TM
     FUND (T); Multi Invest OP; Multi Invest Spezial OP; Nord Con-       Miteigentumsfonds gem. Par.20 InvFG; WSTV ESPA DYNA-
     cept Anteile; OP Food Anteile (A); PEH Strategie Flexibel; PIA      MISCH; WSTV ESPA Garantie Miteigentumsfonds gemäß § 20a
     AMERICA STOCK FONDS (T); PIA DOLLAR BOND FONDS (T); PIA             InvGF; WSTV ESPA PROGRESSIV; WSTV ESPA TRADITIONELL.
     DOLLAR CASH FONDS; PIA EURO BOND FONDS; PIA EURO
     CASH FONDS (T); PIA EURO CORPORATE BOND FONDS (T); PIA              Shares and other non-fixed-interest securities (with the excep-
     Euro Plus Bond VT; PIA MASTER FONDS DYNAMISCH (T); PIA              tion of units of special funds that exclusively or predominantly
     MASTER FONDS KONSERVATIV (A) ANTEILE; PIA MASTER                    hold bonds or other fixed-interest securities), and shares in
     FONDS PROGRESSIV (T); PIA MASTER FONDS TRADITIONELL (T);            affiliated companies are valued according to the strict lower of
     PIA MÜNDEL BOND (A) Miteigentumsanteile; PIA SELECT EU-             cost or market principle (strenges Niederstwertprinzip). Begin-
     ROPE STOCK (A) Miteigentumsanteile; PIA SELECT EUROPE               ning in 2008, bonds and other fixed-interest securities have
     STOCK (T); PIA TRADERENT (T); PICTET FUNDS FCP-BIOTECH              been valued using the less strict lower of cost or market princi-
     ANT. –P; Pictet Funds (Lux) Sicav Security; Pictet Funds (LUX)      ple (gemildertes Niederstwertprinzip) provided for in § 81h(1)
     Sicav Water; Pioneer Em Mkt Bd – Units – A Annually EUR             VAG. Valuation using the less strict lower of cost or market
     Hedged Distrib.; Pioneer Euro Aggregate Bond; Pioneer Global        principle resulted in write-downs of EUR 60,188,000
     Ecology; Pioneer Investments European Bond Special; PSM             (EUR 153,015,000) not being taken.
     Growth UI; PSM Value Strategy UI – (T); Raiffeisen Euro Rent (T);
     RF Eurasien Aktien – Anteile; RT Absolute Return Bond Fund T;       The valuation options provided in § 81h(2a) VAG were used to
     RT ACTIVE GLOBAL TREND (T) (v.RT BlueChipsfonds); RT Euro           value units in special funds that exclusively or predominantly
     Cash Plus (T) Fonds; RT Osteuropa Absolute Return Miteigen-         hold bonds or other fixed-interest securities. EUR 2,775,000
     tumsfonds T; RT Osteuropa Aktienfonds Miteigentumsanteile T;        (EUR 103,900,000) in write-downs were not taken for units of
     RT PIF DYNAMISCH FONDS(T); RT PIF TRADITIONELL FONDS(T);            special funds due to use of this less strict valuation principle.
     RT VIF VERSICHERUNG INT. FONDS THESAURIEREND; RT VOR-
     SORGE RENTENFONDS Miteigentumsanteile; RT VORSORGE-                 The Company makes its investments in fixed-interest securities,
     RENTENFONDS (T); RT Zukunftsvorsorge-Aktienfonds T; Schoel-         real estate, participations, shares, and structured investment
     lerbank Aktienfonds (A); SCHOELLERBANK Aktienfonds                  products, taking into account the overall risk position of the
     WÄHR.(T); Schoellerbank Aktienfonds währungsgesichert;              Company and the investment strategy provided for this purpose.
     Schoellerbank Anleihefond; Schoellerbank Euro Alternativ;           The risk inherent in the categories specified and market risks
     Schoellerbank Global Dynamic (T); Schoellerbank Kurzinvest (A);     were taken into account when determining exposure volumes
     Schoellerbank Liquid (A); Schoellerbank Netto Rent; Schoeller-      and limits.
     bank Realzins Plus (A); Schoellerbank USD Kurzinvest Anteile (A);
     Schoellerbank USD Kurzinvest (T); Schoellerbank USD Renten-         The investment strategy is set out in the form of investment
     fonds (A); Schoellerbank USD Rentenfonds (A, EUR Notierung);        guidelines the adherence to which is continuously reviewed by
     Schoellerbank Vorsorgefonds; Schoellerbank Vorsorgefonds T          the corporate risk controlling and internal audit departments.
     Miteigentumsanteile; Schoellerbank Zinsstruktur Plus Miteigen-      The corporate risk controlling department reports regularly to
     tumsf.gem. Para 20; Schoellerb.Global Pension Fonds; Schöller-      the tactical and strategic investment committee. The internal
     bank Global Pension; Schöllerb.Zinsstruk.Plus; SKWB Netto Rent      audit department reports regularly to the Managing Board.
     (T); SKWB (Lemberger) USD Rentenfonds (T); SKWB SCHOEL-
     LERBANK AKTIENFONDS T; SKWB SCHOELLERBANK ANLEIHE-
     FONDS T; SKWB SCHOELLERBANK EURO ALTERNATIV T; SKWB
                                                                                                 NOTES TO THE SEPARATE FINANCIAL STATEMENTS   55




As a rule, investments are largely low-risk. The strategic in-          The mathematical reserve is calculated using the formulas and
vestment committee decides on potentially riskier investments           calculation bases contained in the business plans approved by
based on the inherent risk of each individual investment after          or submitted to the supervisory authority.
performing a full analysis of all related risks and liquidity at risk
and considering all assets currently in the portfolio and the           The provision for outstanding claims for direct business in the
effects of the individual investments on the overall risk position.     property/casualty and life insurance segments is calculated for
                                                                        losses reported by the balance sheet date by individually evalu-
All known financial risks are evaluated regularly and specific          ating claims that have not yet been settled and adding lump-
limits or reserves are used to limit exposure. Securities price         sum safety margins for large unascertainable losses. Lump-sum
risks are reviewed periodically using value-at-risk and stress          provisions based on past experience are formed for losses
tests. Default risk is measured using both internal and external        incurred but not reported.
rating systems.
                                                                        In health insurance, provisions for outstanding claims are calcu-
An important goal of investment and liquidity planning is to            lated by applying lump-sum percentages to payments made for
guarantee that the return on investment remains continuously            claims during the financial year. The percentage rates were
above the minimum rate of return for the life insurance class           unchanged compared to the previous year.
and that adequate amounts of liquid, value-protected financial
investments are maintained for all classes. Liquidity planning          In indirect business, provisions for outstanding claims are prima-
therefore takes into account the trend in insurance benefits and        rily based on reports from ceding companies as of the
the vast majority of investment income is generally reinvested.         31 December 2009 or 31 December 2008 balance sheet dates.
                                                                        The reported amounts were supplemented by additional
An interest rate swap running until 12 January 2017, with a             amounts if considered necessary in light of past experience.
notional amount of EUR 120 million, was entered into for the
supplementary capital bond issued on 12 January 2005 which              The equalisation provision is calculated in accordance with the
became a variable supplementary capital bond after the first            directive of the Austrian Federal Finance Minister, Federal Ga-
year (AT0000342704). Another interest rate swap running until           zette (BGBl.) No. 545/1991, in the version appearing in Federal
15 December 2010, with a notional amount of EUR 25,565,000,             Gazette II No. 66/1997. Use was made of the release provision
also exists for variable-interest securities held in the portfolio.     in § 13.

Austrian banks have the option to tender previously subscribed          The provision for profit-related premium refunds and policyhol-
bank bonds with a value of EUR 15,000,000 in 2013 and                   der profit participation contains the amounts earmarked for
EUR 20,000,000 in 2014. It is currently not expected that these         policyholder premium refunds based on business plans and the
options will be exercised.                                              articles of association and over which no disposition had been
                                                                        made as of the balance sheet date.
As a rule, mortgage receivables and other loans, including those
to affiliated companies and companies in which an ownership             The provisions for severance pay, pensions, and anniversary
interest is held, are valued at the nominal value of the outstan-       bonuses are based on the pension insurance calculation prin-
ding receivables. Discounts deducted from loan principal are            ciples of the Actuarial Association of Austria (AVÖ), AVÖ 2008-P
spread over the term of the loan and shown under deferred               (Employees), using a discount rate of 4%. The retirement age
income on the liabilities side of the balance sheet.                    used to calculate the provisions for anniversary bonuses and
                                                                        severance pay is the statutory minimum retirement age as
Valuation allowances of adequate size are formed for doubtful           stipulated in the Austrian General Social Security Act (ASVG)
receivables and deducted from their nominal values. Property,           (2004 reform) for the provision for anniversary bonuses, subject
plant and equipment (not including land and buildings) are              to a maximum age of 62 years. The retirement age used to
valued at cost less depreciation. Low-cost assets are written off       calculate the retirement age for the provision for pensions
in full in the year of acquisition.                                     depends on the individual agreements. The following percenta-
                                                                        ges were used for employee turnover based on age: <31 - 7%,
Unearned premiums for property/casualty insurance were es-              31 - 35 3%, 36 - 40 2%, 41 - 50 1% und 51 - 65 0.5%. The inte-
sentially calculated by prorating over time after applying a cost       rest expenses for personnel provisions of EUR 4,694,000
deduction of EUR 18,113,000 (EUR 18,557,000). Unearned pre-             (EUR 7,343,000) are reported under investment and interest
miums for life insurance are formed according to the amounts            expenses. A portion of the direct pension obligations, in the
prescribed in the business plan. No cost deduction is applied.          amount of EUR 265,845,000 (EUR 254,140,000), is being admi-
Unearned premiums for health insurance are calculated by                nistered as an occupational group insurance plan under an
prorating over time without applying a cost deduction.                  insurance policy concluded in accordance with § 18 f to 18 j VAG.
56    SEPARATE FINANCIAL STATEMENTS




     As permitted under the Austrian Federal Ministry of Finance         Based on an amendment to the regulation of the Austrian Fed-
     decree of 3 August 2001, an amount of EUR 35,674,000                eral Minister of Finance on the rendering of accounts by under-
     (EUR 24,999,000) was transferred to an external insurance           takings engaged in the contractual insurance business (RLVVU)
     company to outsource severance pay obligations. The severance       in the Austrian Federal Gazette (BGBl) II No. 41/2009 in combi-
     pay provision required under Austrian commercial law for 2009       nation with the “Agreement on indirect and direct business in
     was EUR 79,297,000 (EUR 70,718,000). The amount earmarked           accordance with § 1(2) RLVVU” available for inspection at the
     for satisfaction of the outsourced severance pay obligations and    Association of Insurance Companies, business referred to as
     held by the external insurance company was EUR 63,244,000           indirect and direct are both shown as direct business in the
     (EUR 22,648,000). The difference of EUR 23,127,000                  figures published in the annual financial statements as of
     (EUR 59,290,000) between the size of the severance pay provisi-     31 December 2009. The detailed figures for premiums, claims
     on to be formed under Austrian commercial law and the deposit       and commissions therefore have limited comparability with the
     held by the external insurance company is reported in the provi-    preceding year.
     sions for severance pay in the balance sheet.
                                                                         III. NOTES TO BALANCE SHEET ITEMS
     Amounts denominated in foreign currencies are converted into
     euro at the relevant average exchange rate.                         The value of developed and unimproved properties was
                                                                         EUR 105,666,000 (EUR 110,248,000) as of 31 December 2009.
     A portion of the underwriting items for assumed reinsurance
     business and the associated retrocessions for property/casualty     The book value of self-used property was EUR 74,180,000
     and life insurance is deferred for one year before being shown in   (EUR 72,779,000).
     the annual financial statements.
                                                                         Other loans not secured by insurance contracts were comprised
     The following explanatory notes are provided for off-balance        of the following: loans to the Republic of Austria in the amount
     sheet liabilities: Letters of comfort and liability undertakings    of EUR 52,339,000 (EUR 90,787,000), loan receivables from other
     totalling EUR 48,742,000 (EUR 38,659,000) have been issued in       public bodies in the amount of EUR 35,372,000 (EUR 41,049,000)
     connection with a real estate purchase and borrowing. Liability     and loan receivables from other borrowers in the amount of
     undertakings totalling EUR 94,000 (EUR 98,000) have been            EUR 242,425,000 (EUR 245,219,000).
     issued in connection with loan repayments.

     A total of EUR 29,149,000 (EUR 31,249,000) relates to letters of
     comfort with affiliated companies.
                                                                                              NOTES TO THE SEPARATE FINANCIAL STATEMENTS   57




The fair values of investments are:                                  The fair value of EUR 697,377,000 for land and buildings is com-
                                        Market        Market         prised of market value appraisals for the years 2005 to 2009 as
Items under § 81c (2) VAG                value         value
                                                                     follows: 2009: EUR 95,367,000, 2008: EUR 394,943,000, 2007:
in EUR ´000                           31.12.2009    31.12.2008
                                                                     EUR 140,547,000, 2006: EUR 15,490,000, 2005: EUR 51,030,000.
Land and buildings                        697,377      696,833
Shares in affiliated companies          5,881,990    5,492,606
                                                                     In health insurance, the mathematical reserve is calculated
Bonds and other securities of
and loans to affiliated
                                                                     using actuarial principles in accordance with § 18c VAG for all
companies                                596,943       401,872       portfolio groups.
Participations                           311,324       431,100
Bonds and other securities of                                        For individual insurance, the mathematical reserve is calculated
and loans to other companies                                         exclusively for each individual policy. This also applies to new
in which an ownership                                                business in the group insurance segment affected by the 1994
interest exists                           37,448        31,157       amendment to the Austrian Insurance Contract Act (VersVG). For
Shares and other non-fixed-                                          the remaining group policies, a lump-sum mathematical reserve
interest securities                    2,944,176      2,527,258      is formed. The mathematical reserve is calculated using the
Bonds and other fixed-interest                                       prospective method only. The calculation of the mathematical
securities                             3,894,037      3,515,688      reserve takes into account the fact that the mathematical reser-
Shares in joint investments               50,334         53,940      ve for a policy is forfeited in favour of the community of the
Mortgage receivables                     301,472        237,722      insured (Versichertengemeinschaft) in the event of early policy
Policy prepayments                        19,216         19,846      termination or death of the insured.
Other loans                              330,136        377,055
Bank balances                             69,180        384,973      The claims frequencies used for the actuarial calculation of the
Deposit receivables                       19,077        150,231      mathematical provision are primarily derived from analyses of
                                      15,152,710    14,320,281       the Group’s own claims experience. Mortality rates were mainly
                                                                     taken from the Austrian 2000/2002 general mortality tables.
Hidden reserves rose by EUR 289,248,000 during the reporting         Consistent with the premium calculation, the mathematical
year to a total of EUR 2,201,054,000 (EUR 1,911,806,000). The        reserve is largely calculated using a discount rate of 3% p.a.
fair value of the shares in affiliated companies and shares in
companies in which an ownership interest is held is equal to the     In life insurance, the mathematical reserve is calculated using
stock market value or other available market value (up-to-date       principles laid down in business plans and approved by the
internal valuation calculations). If no stock market or other        supervisory authority and using bases submitted to the supervi-
available market value exists, the purchase price is used as the     sory authority.
fair value, if necessary reduced by any write-downs or a propor-
tionate share of the publically reported equity capital, whichever   The mathematical reserve is calculated for each individual case,
is greater. For shares and other securities, stock market values     with the prospective method being used almost exclusively.
or book values (purchase price, reduced by write-downs if ne-
cessary) are used as the fair value. The remaining investments       The main probability tables are as following:
were valued at their nominal values, where necessary reduced
by write-downs.                                                      For endowment insurance policies                    DM 24/26
                                                                                                                        ÖVM 80/82
The fair values of land and buildings were determined in accor-                                                      ÖVM/ÖVF 90/92
dance with the recommendation of the Austrian Association of                                                         ÖVM/ÖVF 00/02
Insurance Companies. All properties are individually valued          For annuity insurance policies                    EROM/EROF
during a 5-year period. The valuation was based predominantly                                                           AVÖ 1996 R
                                                                                                                        AVÖ 2005 R
on appraisals from 2008 and 2007.
58    SEPARATE FINANCIAL STATEMENTS




     For a large portion of the portfolio, the mathematical reserve is    The amount shown under other liabilities includes
     calculated using a discount rate of 3% p.a. Starting in 1995, a      EUR 25,528,000 (EUR 26,847,000) in tax liabilities, and
     discount rate of 4% p.a. was used for certain policies, and          EUR 3,519,000 (EUR 3,580,000) in social security liabilities.
     between 1 July 2000 and 31 December 2003 a discount rate of
     3.25% p.a. was used. For policies with an inception date on or
     after 1 January 2004 the discount rate is 2.75% p.a.; on or after
     23 September 2005 the discount rate is 2.25% for employer
     group policies. For insurance policies purchased after 1 January
     2006 the discount rate is 2.25%.


     The following balance sheet items are accounted for by affiliated companies and companies in which an ownership
     interest is held:
                                                                                                         Companies in which an ownership
                                                                           Affiliated companies                  interest exists

     in EUR ´000                                                          2009             2008              2009              2008
     Mortgage receivables                                                    42,372            61,122               4,368             4,569
     Deposit receivables                                                      1,454            26,688                   0             7,932
     Receivables from direct insurance business                               3,741             5,257               1,419             1,378
     Receivables from reinsurance business                                   28,666            12,427                 107               135
     Other receivables                                                      127,571            88,315               6,115             3,421
     Liabilities from reinsurance business                                   84,969                 0                   0                 0
     Liabilities from direct insurance business                                 751             1,010                  71               576
     Liabilities from reinsurance business                                   12,136            14,038                   2               340
     Other liabilities                                                    1,001,182           466,394                   0                69


     Liabilities arising from the use of off-balance sheet tangible assets were EUR 23,191,000 (EUR 13,616,000) for the following financial
     year, and EUR 141,403,000 (EUR 90,184,000) for the following five years.

     The book values of intangible assets, land and buildings, as well as of investments in affiliated companies an ownership interests,
     have evolved as follows:
                                                                                                                         Bonds and other
                                                                                                                         securities of and
                                                                                        Bonds and other                      loans to
                                                                                        securities of and                 companies in
                                                                          Shares in         loans to                         which an
                                       Intangible        Land and         affiliated       affiliated                       ownership
                                         assets          buildings       companies        companies       Participations interest is held
     in EUR ´000
     As of 31 December 2007                 21,980          444,529         3,795,430          401,467          354,505           31,157
     Additions                               5,644           11,313           510,370          276,350            7,086           12,677
     Disposals                                   8            1,165             5,589           26,709           58,199            6,072
     Rebooking                              –1,133                0             –245           –11,276          –14,415            –314
     Depreciations                           4,420           20,094            79,677              270            2,194                0
     Appreciation                                4                0                 0                0                0                0
     Change due to value
     adjustments                               –30                0                 0          –43,000                0                0
     As of 31 December 2008                 22,037          434,583         4,220,289          596,562          286,783           37,448
                                                                                          NOTES TO THE SEPARATE FINANCIAL STATEMENTS   59




IV. NOTES TO INCOME STATEMENT ITEMS
The premiums written, earned premiums, expenses for insurance claims, operating expenses and reinsurance balance in property
and casualty insurance in 2009 are broken down as follows:
Gross                                                                          Expenses for
                                                                                claims and
                                               Premiums        Net earned       insurance      Administrative       Reinsurance
                                                written        premiums          benefits        expenses             balance
in EUR ´000
Direct business
Fire and fire business interruption
insurance                                          209,977          212,878         111,939             40,538            –93,892
Liability insurance                                108,801          106,744          60,444             30,141             –1,434
Household insurance                                 75,838           75,619          37,955             21,058             –1,065
Motor liability insurance                          203,463          205,115         126,507             38,223              3,105
Legal expenses insurance                            26,380           26,348          11,341              6,760                –92
Marine, aviation and transport insurance            27,061           26,444          16,856              6,339             –2,597
Other insurances                                    28,484           26,399          13,517              5,495             –9,435
Other motor vehicle insurance                      123,567          123,932         105,565             27,123              4,777
Other non-life insurance                           149,616          144,297         143,600             38,345             24,660
Casualty insurance                                  91,762           91,878          49,722            21,976              –224
                                                  1,044,949        1,039,654         677,446           235,998            –76,197
(Previous year's values)                        (1.053.763)      (1.064.676)       (788.799)         (249.843)            (44.853)

Indirect business
Marine, aviation and transport insurance               531              568             567                –105                –34
Other insurances                                    30,631           33,124          29,778                1,095            –4,861
                                                    31,162            33,692          30,345               990             –4,895
(Previous year's values)                         (147.808)         (146.904)       (104.423)          (34.710)           (-15,371)

Total direct and indirect business                1,076,111        1,073,346         707,791           236,988            –81,092
(Previous year's values)                        (1.201.571)      (1.211.580)       (893.222)         (284.553)            (29.482)




Premiums written for health insurance in 2009 are broken down as follows:


in EUR ´000                                                                                         2009                2008

Direct business
Individual insurance                                                                                   225,258            220,305
Group insurance                                                                                         96,018             93,806


Indirect business
Individual insurance                                                                                          0                  0
Group insurance                                                                                              85                169
                                                                                                       321,361            314,280
60    SEPARATE FINANCIAL STATEMENTS




     Premiums written for life insurance in 2009 are broken down as follows:


     in EUR ´000                                                                                          2009              2008

     Direct business                                                                                         932,964        1,034,951
     Indirect business                                                                                           4,435         32,844
                                                                                                             937,399        1,067,795


     For life insurance, premiums in the direct business are made up as follows:


     in EUR ´000                                                                                          2009              2008
     Individual insurance                                                                                    858,728          906,813
     Group insurance                                                                                          73,236          128,138
                                                                                                             931,964        1,034,951
     Single premium policies                                                                                 293,150          364,529
     Policies with regular premium payments                                                                  639,814          670,422
                                                                                                             932,964        1,034,951
     Policies with profit participation                                                                      492,689          514,818
     Policies without profit participation                                                                     3,386            3,939
     Unit-linked life insurance policies                                                                     388,975          405,431
     Index-linked life insurance policies                                                                     47,914          110,763
                                                                                                             932,964        1,034,951


     For the branch office in Italy, direct premiums written are EUR 82,980,000 and the underwriting result is EUR 6,541,000. The excep-
     tion rule of § 81o(6) VAG was used.

     The reinsurance balance for life insurance was negative in 2009, with a value of EUR 1,955,000 (EUR 2,177,000). The reinsurance
     balance for health insurance was negative in 2009, with a value of EUR 6,081,000 (EUR 22,000). A portion of the earned premiums of
     EUR 33,692,000 (EUR 146,904,000) from indirect property/casualty insurance business was deferred for one year before being shown
     in the income statement. Of the EUR 4,441,000 (EUR 33,560,000) in earned premiums from indirect life insurance business,
     EUR 338,000 (EUR 46,000) was deferred for one year before being shown in the income statement.

     Of the income from ownership interests and income from other investments shown on the income statement, affiliated companies
     account for the following amounts:


     in EUR ´000                                                                                          2009              2008

     Income from participations
     Property/casualty insurance                                                                              67,328           31,279
     Health insurance                                                                                            102                0
     Life insurance                                                                                           23,476           18,350
     Total                                                                                                    90,906           49,629


     Income from other investments
     Property/casualty insurance                                                                                 317            4,232
     Health insurance                                                                                          2,748            2,542
     Life insurance                                                                                           17,072           26,344
     Total                                                                                                    20,137           33,118
                                                                                             NOTES TO THE SEPARATE FINANCIAL STATEMENTS   61




All of the investment income in the life insurance and health insurance segments was transferred to the underwriting account, as
investment income is a component of the underwriting calculations in both segments. In the property/casualty segment, only deposit
interest income for indirect business was transferred to the underwriting account.

The items expenses for insurance claims, operating expenses, other underwriting expenses and investment expense contain:


in EUR ´000                                                                                            2009                2008
Wages and salaries                                                                                        123,963            139,917
Expenses for severance benefits and payments to company pension plans                                      11,994              7,341
Expenses for retirement provisions                                                                         23,308             16,818
Expenses for statutory social contributions and income-related contribution and
mandatory contributions                                                                                    43,983              40,391
Other social security expenses                                                                              2,312               1,315


Commission expenses of EUR 172,492,000 (EUR 171,695,000) were incurred for indirect business in 2009.

Losses on disposals of investments were EUR 13,221,000 (EUR 8,992,000) in financial year 2009.

The valuation reserve shown on the balance sheet as at 31 December 2009 and releases over the fiscal year are broken down by
asset item as follows:
                                                         As of 31.12.2008    Rebooking             Release          As of 31.12.2009
in EUR ´000
Land and buildings                                               114,575                 0                 3,074             111,501
Shares in affiliated companies                                     6,963                 0                   828               6,135
Participations                                                       610              –384                   226                   0
Shares and other non-fixed-interest securities                    26,072               384                     0              26,456
Intangible assets                                                    829                 0                     0                 829


The formation and release of untaxed reserves resulted in an increase in income tax expenses of EUR 825,000 (EUR 1,651,000) during
the financial year.
62    SEPARATE FINANCIAL STATEMENTS




     V.    PROFIT PARTICIPATION                                         Life insurance

     Health insurance                                                   Under the FMA regulation on profit participation in the life
                                                                        insurance sector (GBVVU) of 20 October 2006, the expenses for
     All policies with an adjustment clause whose premiums were         profit-related premium refunds and policyholder profit participa-
     not increased by an actuarially-required amount when 2009          tion plus any direct credits must be at least 85% of the assess-
     premium adjustments were performed receive a special profit        ment base.
     share on 31 December 2009.
                                                                        The assessment basis within the meaning of § 3(1) GBVVU is
     The size of the profit share equals the single-premium amount      calculated as follows for life insurance policies entitled to
     that is necessary to provide relief to older persons covered by    participate in profits:
     health insurance.
                                                                        in EUR ´000
     According to § 7 of the regulation of the Financial Market Au-
     thority (FMA) on profit participation in the health insurance      Earned premiums                                         487,724
     sector (GBVKVU) of 12 June 2007, the regulation is applicable to   Expenses for insurance claims
     policies whose actuarial bases were submitted after                including changes to underwriting reserves             -594,436
     30 June 2007 and whose terms provide for profit participation.     Operating expenses                                      -77,773
     The expenses for profit-related premium refunds plus any direct    Other underwriting and
     credits must be at least 85 percent of the assessment basis for    non-underwriting income/expenses                         -2,016
     the health insurance policies concerned.
                                                                        Investment and interest income
                                                                        and expenses                                            158,626
     The assessment basis within the meaning of § 3(1) GBVKVU is
                                                                        Assessment base as at 31/12/2009                        -27,875
     calculated as follows for health insurance policies entitled to
     participate in profits:
                                                                        As a general rule, the listed income and expenses were calcu-
                                                                        lated directly. Where this was not possible, an allocation was
     in EUR ´000                                                        performed as far as possible on the basis of origin in accor-
     Earned premiums                                         3,629      dance with the provisions of § 3(2) GBVVU.
     Expenses for insurance claims
     including changes to underwriting reserves             -2,945
                                                                        The expenses for profit participation, including direct credits,
                                                                        were EUR 5,408,000 in 2009. Since the assessment basis is
     Operating expenses                                     -2,278
                                                                        negative, the percentage rate in § 7(1) GBVVU was not calcu-
     Other underwriting and                                             lated.
     non-underwriting income/expenses                          -29
     Investment and interest income                                     The following applies to all profit groups:
     and expenses                                               70
                                                                        A change was made in the timing of profit resolutions in the
     Assessment base as at 31/12/2009                       -1,551      previous year. As a result, when the 2009 financial statements
                                                                        were prepared, the Managing Board had not yet adopted a
     As a general rule, the listed income and expense items were        resolution on the size of the profit share for the next profit
     calculated directly. Where this was not possible, an allocation    distribution scheduled for 31 December 2010.
     was performed as far as possible on the basis of origin in ac-
     cordance with the provisions of § 3(2) GBVKVU. The deduction       The expenses for profit participation are transferred to provi-
     election provided for in § 3(3) GBVKVU was used when calcula-      sions for policyholder profit participation. One of the advantages
     ting the assessment basis.                                         of traditional life insurance versus other forms of investment
                                                                        shows up clearly, however, especially in difficult macroeco-
     Since the assessment basis is negative, the percentage rate in     nomic times, namely continuous profit allocation.
     § 6(1) GBVKVU was not calculated.
                                                                                          NOTES TO THE SEPARATE FINANCIAL STATEMENTS   63




The Managing Board intends to adopt a resolution near the end     After the resolution is adopted, policyholders will be informed
of 2010 on the size of profit distribution on 31 December 2010.   of the rates used to allocate profit shares to their policies on
                                                                  31 December 2010.
This deferral of the resolution makes it possible to take 2010
investment performance into account, react quickly to changing    Information on the last profit distribution on 31 December 2009
capital market conditions, and make better forecasts of future    was published in the Wiener Zeitung newspaper on
performance, in order allow the size of the traditional profit    15 December 2009.
share to correspond to what it would be if the profit shares
were smoothed to the greatest extent possible over the years.
64    SEPARATE FINANCIAL STATEMENTS




     VI. SIGNIFICANT PARTICIPATIONS
     The subsidiaries of the VIENNA INSURANCE GROUP Wiener Städtische Versicherung AG are assigned as follows to either “Wiener
     Städtische Versicherung AG” or the “Vienna insurance Group”: Financial participations that support its Austrian business, and partici-
     pations that are complementary to and support its Austrian business areas, are listed under the affiliated companies and participa-
     tions of Vienna Insurance Group Wiener Städtische Versicherung AG. Insurance company participations and strategic Group compa-
     nies are assigned to the Vienna Insurance Group.

     WIENER STÄDTISCHE VERSICHERUNG AG

                                                                   31.12.2009                         Net income for       Last Annual
                                                                    Share of        Equity capital       the year           Financial
                            Name, Location                        capital in %       in EUR ´000       in EUR ´000          Statement
     Direct interests in affiliated companies
      "Grüner Baum" Errichtungs- und
      Verwaltungsges.m.b.H., Vienna                                        33.40              –538                –72               2009
      Anděl Investment Praha s.r.o., Prague 6                             100.00              5,892            28,787               2009
      ARITHMETICA Versicherungs- und
      Finanzmathematische Beratungs-Gesellschaft m.b.H.,
      Vienna                                                               75.00                 11               372               2009
      BML Versicherungsmakler GmbH, Vienna                                100.00             40,000           709,940               2009
      CENTER Hotelbetriebs GmbH, Vienna                                    55.00                 55             –694                2009
      DBR-Liegenschaften GmbH & Co KG, Stuttgart                          100.00                515            16,069               2009
      DBR-Liegenschaften Verwaltungs GmbH, Stuttgart                      100.00                  0                23               2009
      DIRECT-LINE Direktvertriebs-GmbH, Vienna                            100.00                  1                46               2008
      EXPERTA Schadenregulierungs-Gesellschaft m.b.H.,
      Vienna                                                               25.00               246                  758             2008
      HORIZONT Personal-, Team- und
      Organisationsentwicklung GmbH, Vienna                                76.00                 46                 205             2008
      HUMANOCARE gemeinnützige Betriebsgesellschaft für
      Betreuungseinrichtungen GmbH, Vienna                                100.00               370                  897             2008
      KÁLVIN TOWER Immobilienentwicklungs- und
      Investitionsgesellschaft m.b.H., Budapest                           100.00                 80             1,862               2009
      LVP Holding GmbH, Vienna                                            100.00              2,438           107,499               2009
      PFG Holding GmbH, Vienna                                             60.05              3,139           139,285               2009
      PFG Liegenschaftsbewirtschaftungs GmbH, Vienna                       49.47                                   44               2008
      Projektbau Holding GmbH, Vienna                                      60.00                               41,692               2008
      Senioren Residenz Veldidenapark Errichtungs- und
      Verwaltungs GmbH, Innsbruck                                          66.70               320             –3,848               2009
      VICE-Beteiligungs AG, Vienna                                        100.00                                          2009 gegründet
      Wiener Verein Bestattungs- und Versicherungsservice
      Gesellschaft m.b.H., Vienna                                         100.00              –203              1,431               2009

     More than 20% ownership,
     where a direct ownership interest exists
     Österreichisches Verkehrsbüro Aktiengesellschaft,
     Vienna                                                                30.46                          163,132                   2008
                                                                                           NOTES TO THE SEPARATE FINANCIAL STATEMENTS   65




VIENNA INSURANCE GROUP

                                                           31.12.2009                         Net income for        Last Annual
                                                            Share of      Equity capital         the year            Financial
                       Name, Location                     capital in %     in EUR ´000         in EUR ´000           Statement
Direct interests in affiliated companies
 „WIENER RE" akcionarsko društvo za reosiguranje,
 Belgrad                                                         100.00              576                 6,124                 2009
 „WIENER STÄDTISCHE OSIGURANJE" akcionarsko
 drustvo za osiguranje, Belgrad                                  100.00              301                11,084                 2009
 ASIGURAREA ROMANEASCA - ASIROM VIENNA
 INSURANCE GROUP S.A., Bucharest                                  85.91            4,483                67,831                 2009
 BENEFIA Towarzystwo Ubezpieczen na Zycie S.A.
 Vienna Insurance Group, Warsaw                                  100.00              846                18,624                 2009
 BENEFIA Towarzystwo Ubezpieczen S.A. Vienna
 Insurance Group, Warsaw                                         100.00            1,399                19,236                 2009
 BULGARSKI IMOTI LIFE Insurance Company AD, Sofia                 99.97              –31                 3,995                 2009
 Bulgarski Imoti Non-Life Insurance Company AD, Sofia             99.91              388                 3,860                 2009
 Business Insurance Application Consulting GmbH,
 Vienna                                                          100.00              202                 2,153                 2009
 Compensa Life Vienna Insurance Group SE, Tallinn                100.00            1,134                 6,617                 2009
 COMPENSA Holding GmbH, Coburg                                   100.00              –23                19,635                 2009
 Compensa Towarzystwo Ubezpieczen Na Zycie Spolka
 Akcyjna Vienna Insurance Group, Warsaw                           71.13            1,381                34,638                 2009
 Compensa Towarzystwo Ubezpieczen Spolka Akcyjna
 Vienna Insurance Group, Warsaw                                   61.60            5,286                97,449                 2009
 Cosmopolitan Life Vienna Insurance Group - dionicko
 drustvo za osiguranje, Zagreb                                   100.00           –9,061                 5,701                 2009
 Erste osiguranje Vienna Insurance Group d.d., Zagreb             90.00                2                 6,663                 2009
 ERSTE Vienna Insurance Group Biztositó Zrt.,
 Budapest                                                         90.00              138                 5,435                 2009
 Helios Vienna Insurance Group d.d., Zagreb                      100.00           –2,872                11,910                 2009
 IC Globus Insurance Company with Added Liability
 “Globus”, Kiev                                                   74.00              –69                 2,447                 2009
 InterRisk Towarzystwo Ubezpieczen Spolka Skcyjna
 Vienna Insurance Group, Warsaw                                   99.97            9,849                59,453                 2009
 InterRisk Versicherungs-AG Vienna Insurance Group,
 Wiesbaden                                                       100.00            8,120                33,220                 2009
 Joint Stock Company "Jupiter Life Insurance Vienna
 Insurance Group", Kiev                                           73.00             –102                 1,849                 2009
 Joint Stock insurance company WINNER - Vienna
 Insurance Group, Skopje                                         100.00               96                 2,738                 2009
 KOOPERATIVA poist'ovna, a.s. Vienna Insurance
 Group, Bratislava                                                94.23           15,042               223,521                 2009
 Kooperativa, pojist'ovna, a.s. Vienna Insurance Group,
 Prague 1                                                         89.65           91,379               458,163                 2009
 Kvarner Vienna Insurance Group dionicko drustvo za
 osiguranje, Rijeka                                               98.75           –2,824                15,362                 2008
 OMNIASIG VIENNA INSURANCE GROUP S.A.,
 Bucharest                                                        98.86           10,340               106,067                 2009
 Poist'ovna Slovenskej sporitel'ne, a.s. Vienna
 Insurance Group, Bratislava                                      90.00            1,975                21,250                 2009
 Pojist'ovna Ceské sporitelny, a.s. Vienna Insurance
 Group, Pardubice                                                 90.00           23,422                83,458                 2009
66    SEPARATE FINANCIAL STATEMENTS




                                                                      31.12.2009     Equity capital   Net income for   Last Annual
                                                                       Share of       in EUR ´000        the year       Financial
                         Name, Location                              capital in %                      in EUR ´000      Statement
     Polski Zwiazek Motorowy Towarzystwo Ubezpieczen
     Spolka Akcyjna Vienna Insurance Group, Warsaw                           95.83           –5,637           17,349           2008
     Private Joint-stock company " VAB Life", Kiev                          100.00              185            1,333           2009
     RISK CONSULT Sicherheits- und Risiko-
     Managementberatung Gesellschaft m.b.H., Vienna                          41.00              301              443           2008
     S.C. BCR Asigurari de Viata Vienna Insurance Group
     S.A., Bucharest                                                         88.47            2,702           12,373           2009
     S.C. BCR Asigurari Vienna Insurance Group S.A.,
     Bucharest                                                               93.17          –13,099           15,648           2009
     SECURIA majetkovosprávna a podielová s.r.o.,
     Bratislava                                                             100.00               52           42,334           2009
     SIGURIA E MAHDE VIENNA INSURANCE GROUP Sh.A.,
     Tirana                                                                  87.01              989            9,244           2009
     Sparkassen Versicherung AG Vienna Insurance Group,
     Vienna                                                                  38.33           41,138          456,971           2009
     TBI BULGARIA AD, Sofia                                                 100.00            –237            37,529           2009
     TBIH Financial Services Group N.V., Amsterdam                           60.00          –14,522          112,260           2008
     UNION Vienna Insurance Group Biztositó Zrt.,
     Budapest                                                               100.00            3,350           37,226           2009
     Private Joint-Stock Company Ukrainian Insurance
     Company “Kniazha Vienna Insurance Group", Kiev                          99.99          –13,102           –4,467           2009
     Versicherungsaktiengesellschaft "Kupala", Minsk                         67.52              102                1           2009
     Vienna Insurance Group Polska Spolka z ograniczona
     odpowiedzialnoscia, Warsaw                                              64.30             –492            6,458           2008
     Vienna International Underwriters GmbH, Vienna                         100.00               16               62           2008
     Vienna-Life Lebensversicherung Aktiengesellschaft,
     Bendern                                                                100.00               72            9,679           2009
     VIG RE zajist'ovna, a.s., Prague 1                                      70.00              433            4,007           2009
     VLTAVA majetkovosprávní a podílová spol.s.r.o.,
     Prague 5                                                               100.00              198            3,103           2009
     ZASO Victoria Non-Life, Minsk                                           34.66              385              626           2008
     VERSA-Beteiligungs AG, Vienna                                          100.00              –84          309,916           2009

     More than 20% ownership,
     where a direct ownership interest exists
     Central Point Insurance IT-Solutions GmbH, Vienna                       38.00                               111           2008
     Geschlossene Aktiengesellschaft Strachowaja
     kompanije "MSK-Life“, Moscow                                            25.00                             2,987           2008
     students4excellence GmbH, Vienna                                        20.00                                37           2008



     The exception contained in § 241 (2) and (3) UGB was applied.
                                                                                               NOTES TO THE SEPARATE FINANCIAL STATEMENTS   67




VII. OTHER INFORMATION                                               to make the purchase via the stock exchange, through a public
                                                                     offer or in any other legally permissible and expedient manner.
The Company’s share capital is equal to EUR 132,887,468.20,          The Managing Board has made no use of this authorisation to
divided into 128,000,000 no-par value ordinary bearer shares         date. The Company held no treasury shares as of
with voting rights, with each share participating equally in the     31 December 2009.
share capital.
                                                                     The General Meeting of 16 April 2008 authorised the Managing
The Managing Board is authorised to increase the Company’s           Board to issue, subject to Supervisory Board approval, one or
share capital by a nominal amount of EUR 66,443,734.10 in one        more tranches of income bonds with a total nominal value of up
or more tranches on or before 23 April 2014 by issuing               to EUR 2,000,000,000.00, including with shareholder pre-
64,000,000 no-par value ordinary bearer or registered shares         emption rights excluded. Income bonds with a total nominal
against cash contributions or contributions in kind. The terms of    value of EUR 250,000,000.00 (Tranche 1) were issued on
the share rights, the exclusion of shareholder pre-emption rights,   12 June 2008 and income bonds with a total nominal value of
and the other terms and conditions of the share issue are de-        EUR 250,000,000.00 (Tranche 2) were issued on 23 April 2009.
cided by the Managing Board subject to Supervisory Board             The income bonds are traded on the Vienna Stock Exchange. The
approval. Preference shares without voting rights may also be        interest rate is 8% p.a. until 12 September 2018 (fixed interest
issued with rights equivalent to those of existing preference        rate), after which the income bonds pay variable interest. The
shares. The issue prices of ordinary and preference shares may       Company has the right to call the bonds with three months’
differ.                                                              notice after the start of the variable interest period.

The General Meeting of 24 April 2009 authorised the Managing         The General Meeting of 24 April 2009 authorised the Managing
Board to issue, subject to Supervisory Board approval, one or        Board to issue, subject to Supervisory Board approval, one or
more tranches of bearer convertible bonds with a total nominal       more tranches of income bonds with a total nominal value of up
value of up to EUR 2,000,000,000.00 on or before 23. April 2014,     to EUR 2,000,000,000.00 on or before 23 April 2014, including
including with shareholder pre-emption rights excluded, and to       with shareholder pre-emption rights excluded.
grant the holders of convertible bonds conversion rights to up to
30,000,000 no-par value ordinary bearer shares with voting           On 12 January 2005, the Company issued supplementary capital
rights in accordance with the convertible bond terms established     bond 2005-2022 with a total nominal value of
by the Managing Board. The share capital has consequently            EUR 180,000,000.00 pursuant to § 73c(2) of the Austrian Insur-
been raised pursuant to § 159 (2)(1) of the Austrian Stock Corpo-    ance Supervision Act. The interest rate during the first 12 years
ration Act by a contingent capital increase of up to                 of the bond’s term is 4.625% p.a. of its nominal value (fixed
EUR 31,145,500.36, through the issuance of up to 30,000,000 no-      interest rate period), after which the bond pays variable interest.
par value ordinary bearer shares with voting rights. The contin-
gent capital increase will only be implemented to the extent that    On 12 January 2005, the Company also issued supplementary
holders of convertible bonds issued on the basis of the General      capital bond 2005, with a total nominal value of
Meeting resolution of 24. April 2009 exercise the subscription or    EUR 120,000,000.00 million pursuant to § 73c(2) of the Austrian
exchange rights they were granted. The Managing Board has            Insurance Supervision Act. This bond does not have a fixed term.
not adopted any resolutions to date regarding the issuance of        The interest rate during the first year of the bond’s term is
convertible bonds based on the authorisation granted on              4.25% p.a. of its nominal value, after which the bond pays
24 April 2009.                                                       variable interest.

The General Meeting of 24 April 2009 also authorised the             On 20 April 2009, the Company issued supplementary capital
Managing Board to acquire the Company’s own no-par value             bond 2009 with a total nominal value of EUR 100,000,000.00
bearer shares pursuant to § 65(1)(4) and (8) of the Austrian Stock   pursuant to § 73c(2) of the Austrian Insurance Supervision Act.
Corporation Act to the maximum extent permissible by law             This bond does not have a fixed term. The interest rate during
during a period of 30 months following the date the General          the first interest rate period (until 29 June 2010) is 4.762% p.a.,
Meeting resolution was adopted. The amount payable upon              after which the bond pays variable interest.
repurchase of the Company’s own shares may not be more than
50% below or more than 10% above the average unweighted              The auditor has verified that the requirements under § 73b(2)(4)
stock exchange closing price on the ten stock exchange trading       of the Austrian Insurance Supervision Act have been met.
days preceding the repurchase. The Managing Board may decide
68    SEPARATE FINANCIAL STATEMENTS




     In the business year 2009 the Supervisory Board was made up   Trustees:
     of the following persons:                                     (except life insurance department – § 20 (2;1) VAG)
                                                                   Mag. Wolfgang Pechriggl
     Chairman:
     Präsident Komm.-Rat Dkfm. Klaus Stadler                       Deputy:
                                                                   Dr. Michael Hysek
     Deputy Chairman:
     Komm.-Rat Dr. Karl Skyba
                                                                   The average number of employees (including cleaning staff) was
     Members:                                                      3,933 (3,949). The average number of salaried employees was
     Generalabt Propst Bernhard Backovsky                          3,846 (3,858), of which 2,096 (2,091) were active in sales, lea-
     Mag. Alois Hochegger                                          ding to personnel expenses of EUR 94,235,000 (EUR 98,988,000),
     Dipl.-Ing. Guido Klestil                                      and 1,750 (1,767) worked in operations, resulting in personnel
     Senator Prof. Komm.-Rat Walter Nettig                         expenses of EUR 111,325,000 (EUR 106,795,000).
     Hofrat Dkfm. Heinz Öhler
     Mag. Reinhard Ortner                                          No loans were outstanding to members of the Managing Board
     Dr. Johann Sereinig                                           on 31 December 2009 (EUR 000).
     Mag. Dr. Friedrich Stara
                                                                   No loans were granted to members of the Supervisory Board in
     Employee representatives:                                     2009.
     Peter Grimm
     Brigitta Kinast-Pötsch                                        No guarantees were outstanding for members of the Managing
     Franz Urban                                                   Board or Supervisory Board as of 31 December 2009.
     Gerd Wiehart
     Peter Winkler                                                 In 2009, the total expenses for severance pay and pensions of
                                                                   EUR 35,302,000 (EUR 24,159,000) included severance pay and
                                                                   pension expenses of EUR 8,010,000 (EUR 6,612,000) for mem-
     In the business year 2009 the Managing Board was made up of   bers of the Managing Board and senior management in accor-
     the following persons:                                        dance with § 80(1) of the Austrian Stock Corporation Act (AktG).

     Chairman:                                                     The Managing Board of the Company is responsible for the
                                                                   operational management of the Company, as well as manage-
     Dr. Günter Geyer                                              ment of the Company in its capacity as the parent company of
                                                                   the Vienna Insurance Group. In some cases, additional responsi-
     Members:                                                      bilities are also assumed in affiliated or related companies.
     Ing. Martin Divis (beginning 13 June 2009)
     Dr. Christine Dornaus (beginning 13 June 2009)                The members of the Managing Board in 2009 received gross
     Dkfm. Karl Fink (until 30 September 2009)                     compensation of EUR 4,097,000 (EUR 5,478,000 plus special
     Franz Fuchs (beginning 1 October 2009)                        remuneration of EUR 1,690,000). Subsidiaries paid EUR 328,000
     Dr. Hans-Peter Hagen                                          (EUR 330,000) of this amount for management board services
     Dr. Judit Havasi (beginning 13 June 2009)                     provided in these companies.
     Mag. Peter Höfinger
     Mag. Robert Lasshofer                                         In view of the economic environment, which presented – and
     Erich Leiß (beginning 13 June 2009)                           continues to present – great challenges to many Group custo-
     Dr. Martin Simhandl                                           mers as well, the Managing Board opted to waive the 2008
                                                                   profit-related income component to which it was contractually
     During the business year 2009, the following persons were     entitled upon the achievement of its targets.
     appointed to be trustees pursuant to § 22 (1) VAG:
                                                                   Despite the good results in 2009, the Managing Board, in re-
     Trustees:                                                     cognition of the difficult economic situation, is also waiving its
     (life insurance department – § 20 (2;1) VAG)                  2009 bonus entitlement.
     Mag. Oskar Ulreich
                                                                   Until 12 June 2009, the Managing Board in 2009 consisted of six
     Deputy:                                                       members. On 13 June 2009, an amendment to the articles of
     Mag. Nicole Plankenbüchler                                    association went into effect, changing the Company’s organisa-
                                                                                           NOTES TO THE SEPARATE FINANCIAL STATEMENTS   69




tional structure so as to segregate its holding and operating     the meaning of § 9 KStG, of the Wiener Städtische Wechselsei-
functions. This amendment also created two Managing Board         tige Versicherungsanstalt-Vermögensverwaltung, Vienna, group
committees. Since that time, the Managing Board as a whole        of companies.
has been made up of ten members.
                                                                  The taxable earnings of the group members are attributed to the
The total compensation paid to former members of the Mana-        parent company. The parent company has entered into agree-
ging Board (including surviving dependents) was EUR 4,264,000     ments with each group member governing the allocation of
in 2009 (2008: EUR 1,074,000), including amounts owed to two      positive and negative tax amounts for the purpose of allocating
members of the Managing Board under the law and by contract       corporate income tax charges according to their origin. A liabili-
in connection with their age-related separation from service.     ty from tax allocations in the amount of EUR 17,838,000 exists
                                                                  against the parent company. Use was made of the election to
The compensation received by the members of the Supervisory       report as an asset the deferred profit taxes due to timing diffe-
Board in 2009 for their services to the Company was               rences between earnings under Austrian commercial law and
EUR 366,000 (EUR 353,000).                                        taxable earnings. The tax rate chosen for deferred taxes is 25%.

A summary of auditing fees is provided in the notes to the con-   VIENNA INSURANCE GROUP Wiener Städtische Versicherung
solidated financial statements.                                   AG is included in the consolidated financial statements prepared
                                                                  by the company Wiener Städtische Wechselseitige Versiche-
From 1 January 2005 to 31 December 2008, the Company was          rungsanstalt-Vermögensverwaltung, with registered office in
the parent company of a group of companies within the meaning     Vienna. These consolidated financial statements have been
of § 9 of the Austrian Corporate Income Act (KStG). Since 1       disclosed and are available for inspection at the business premi-
January 2009, the Company has been a group member, within         ses of this company at Schottenring 30, 1010 Vienna.




                                                      The Managing Board:




                                                        Dr. Günter Geyer




              Dr. Peter Hagen                         Mag. Robert Lasshofer                        Dr. Martin Simhandl




           Ing. Martin Diviš, MBA                     Dr. Christine Dornaus                            Franz Fuchs




              Dr. Judit Havasi                         Mag. Peter Höfinger                              Erich Leiß




                                                     Vienna, 11 March 2010
                                  PricewaterhouseCoopers
                                               1


We draw attention to the fact that the English translation of this auditor’s report is presented
for the convenience of the reader only and that the German wording is the only legally bind-
ing version.


                                     Auditor’s Report

We have audited the accompanying closing balance sheet pursuant to § 17 in connection
with § 2 (2) SpaltG, including the accounting system, of VIENNA INSURANCE GROUP
Wiener Städtische Versicherung AG, Vienna, as of December 31, 2009. These financial
statements comprise the closing balance sheet as of December 31, 2009, as well as a
summary of significant accounting principles, and other notes.


Management’s Responsibility for the closing balance sheet pursuant to § 17 in connection
with § 2 (2) SpaltG and for the Accounting System

The Company’s management is responsible for the accounting system and for the prepara-
tion and fair presentation of a closing balance sheet pursuant to § 17 in connection with
§ 2 (2) SpaltG in accordance with the provisions of the Austrian Corporate Code and the
Austrian Insurance Supervision Act. This responsibility includes: designing, implementing
and maintaining internal control relevant to the preparation and fair presentation of the clos-
ing balance sheet pursuant to § 17 in connection with § 2 (2) SpaltG that is free from materi-
al misstatement, whether due to fraud or error; selecting and applying appropriate account-
ing policies; and making accounting estimates that are reasonable in the circumstances.


Auditor’s Responsibility and Description of Type and Scope of the Statutory Audit pursuant
to § 2 (2) SpaltG in connection with § 268 f. UGB

Our responsibility is to express an opinion on this closing balance sheet pursuant to § 17 in
connection with § 2 (2) SpaltG based on our audit. We conducted our audit in accordance
with laws and regulations applicable in Austria and Austrian Standards on Auditing. Those
standards require that we comply with professional guidelines and that we plan and perform
the audit to obtain reasonable assurance whether the closing balance sheet pursuant to § 17
in connection with § 2 (2) SpaltG is free from material misstatement.


An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the closing balance sheet pursuant to § 17 in connection with § 2 (2) SpaltG.
The procedures selected depend on the auditor’s judgment, including the assessment of the
risks of material misstatement, whether due to fraud or error. In making those risk assess-
ments, the auditor considers internal control relevant to the Company’s preparation and fair
presentation of the closing balance sheet pursuant to § 17 in connection with § 2 (2) SpaltG
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 Company’s internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the rea-
sonableness of accounting estimates made by management, as well as evaluating the over-
all presentation of the closing balance sheet pursuant to § 17 in connection with § 2 (2)
SpaltG.


500915/PIR
                                     PricewaterhouseCoopers
                                                  2



We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.

Opinion

Our audit did not give rise to any objections. In our opinion, which is based on the results of
our audit, the closing balance sheet pursuant to § 17 in connection with § 2 (2) SpaltG com-
plies with legal requirements and gives a true and fair view of the financial position of the
Company as of December 31, 2009 in accordance with Austrian Generally Accepted Ac-
counting Principles.


Vienna, March 16, 2010


                                 PwC INTER-TREUHAND GmbH
                                   Wirtschaftsprüfungs- und
                                  Steuerberatungsgesellschaft



                                      Mag. Günter Wiltschek
                               Austrian Certified Public Accountant




Disclosure, publication and duplication of the financial statements together with the auditor’s report
according to Section 281 (2) UGB in a form not in accordance with statutory requirements and differing
from the version audited by us is not permitted. Reference to our audit may not be made without prior
written permission from us.



500915/PIR
                                                             Annex 8.2

              De-Merger Balance Sheet as of 1 January 2010




101747475v4
VIENNA INSURANCE GROUP Wiener Stadtische Versicherung AG

 Assets                                                                  Demerger Balance Sheet (Residual Balance Sheet)
 in EUR
 A. Intangible assets
   I. Expenses for acquisition of an Insurance portfolio                                                             0,00
   I I . Other intangible assets                                                                             4.856.092,13
   TOTAL INTANGIBLE ASSETS                                                                                  4.856.092,13
 B. Investments
   I. Land and buildings                                                                                   116.744.742,73
   II. Investments In affiliated companies and participations
      1. Shares In affiliated companies                                              3.599.397.434,68
            thereof reorganisation surplus                                              8.883.755,76
      2. Bonds andother securities of affiliated companies and
         loans to affiliated companies                                                251.051.169,64
      3. Participations                                                                18.777.206,71
            thereof reorganisation surplus                                                      0,00
      4. Bonds and other securities of and loans to companies In which
         an ownership interest is held                                                          0,00     3.869.225.811,03
   III. Other investments
      1. Shares and other non-fixed-interest securities                                63.378.822,25
      2. Bonds and other fixed-interest securities                                    141.944.109,00
      3. Shares in joint investments                                                            0,00
      4. Mortgage receivables                                                                   0,00
      5. Policy prepayments                                                                     0,00
      6. Other loans                                                                            0,00
      7. Bank deposits                                                                 16.580.743,94       221.903.675,19
   IV. Deposits on assumed reinsurance business                                                                      0,00
   TOTAL INVESTMENTS                                                                                    4.207.874.228,95
 C. Investments of unit- and index-linked life insurance                                                            0,00
 D. Receivables
   I. Receivables from direct Insurance business
      1. from policyholders                                                                     0,00
      2. from insurance intermediaries                                                          0,00
      3. from Insurance companies                                                               0,00                 0,00
   II. Receivables from reinsurance business                                                                         0,00
   III. Other receivables                                                                                   14.319.246,45
   TOTAL RECEIVABLES                                                                                      14.319.246,45
 E. Pro rata interest                                                                                      3.489.314,20
 F. Other assets
   I. Tangible assets (not incl. land and buildings) and inventories                                                 0,00
   II. Current bank balances and cash on hand                                                                  276.884,54
   III. Other assets                                                                                                 0,00
   TOTAL OTHER ASSETS                                                                                        276.884,54
 G. Prepaid expenses
   I. Deferred taxes                                                                                                 0,00
   II. Other prepaid expenses                                                                                  124.452,24
   TOTAL PREPAID EXPENSES                                                                                    124.452,24
 H. Offsetting items between departments                                                                            0,00
 Total assets                                                                                           4.230.940.218,51
VIENNA INSURANCE GROUP Wiener Stadtische Versicherung AG
 Liabilities and shareholders' equity                                                      Demerger Balance Sheet (Residual Balance Sheet)
 in EUR
 A. Shareholders' equity
   I. Share capital
      1. Par value                                                                                                           132.887.468,20
   II. Capital reserves
      1. Committed reserves                                                                                                2.267.232.422,07
      2. Uncommitted reserves                                                                                                          0,00
   III. Retained earnings
      1. Free reserves                                                                                                      270.823.488,93
   IV. Risk reserve as per § 73a VAG, taxed portion                                                                                    0,00
   V. Net retained profits                                                                                                   164.737.716,77
      thereof brought forward                                                                                                 18.252.807,54
 TOTAL SHAREHOLDERS' EQUITY                                                                                              2.835.681.095,97
 B. Tax-exempt reserves
 ' I. Risk reserve as per § 73a VAG                                                                                                    0,00
   I I . Valuation reserve for Impairment losses                                                                              35.908.457,04
   TOTAL RESERVES                                                                                                           35.908.457,04
 C. Subordinated liabilities
   I. Hybrid bond                                                                                                            500.000.000,00
   I I . Supplementary capital bond                                                                                         300.000.000,00
   TOTAL SUBORDINATED LIABILITIES                                                                                          800.000.000,00
 D. Underwriting provisions - retained
   I. Unearned premiums
      1. Gross                                                                                                   0,00
      2. Reinsurers' share                                                                                       0,00                  0,00
   II. Mathematical reserve
      1. Gross                                                                                                   0,00
      2. Reinsurers' share                                                                                       0,00                  0,00
   III. Provision for outstanding claims
      1. Gross                                                                                                   0,00
      2. Reinsurers' share                                                                                       0,00                  0,00
   IV. Provision for profit-unrelated premium refunds
      1. Gross                                                                                                   0,00
      2. Reinsurers' share                                                                                       0,00                  0,00
   V. Provision for profit-related premium refunds and policyhoider profit participation
      1. Gross                                                                                                   0,00
      2. Reinsurers' share                                                                                       0,00                  0,00
   VI. Equalisation provision                                                                                                          0,00
   VII. Other underwriting provisions
      1. Gross                                                                                                   0,00
      2. Reinsurers' share                                                                                       0,00                 0,00
   TOTAL TECHNICAL PROVISIONS                                                                                                         0,00
 E. Underwriting provisions of unit- and index-linked life insurance                                                                  0,00
 F. Non-underwriting provisions
   I. Provision for post-employment benefits                                                                                  2.524.158,00
   II. Provision for pensions                                                                                                11.392.289,00
   HI. Tax provisions                                                                                                                 0,00
   IV. Other provisions                                                                                                       9.440.674,67
   TOTAL OTHER PROVISIONS                                                                                                   23.357.121,67
 G. Deposits from ceded reinsurance business                                                                                          0,00
 H. Other liabilities
    I. Liabilities from direct insurance business
       1. from policyholders                                                                                     0,00
      2. from insurance intermediaries                                                                           0,00
      3. from Insurance companies                                                                                 0,00                 0,00
   II. Liabilities from reinsurance business                                                                                           0,00
   III. Liabilities to financial Institutions                                                                                 45.468.969,97
   IV. Other liabilities                                                                                                    487.785.776,46
   TOTAL LIABILITIES                                                                                                       533.254.746,43
 I. Prepaid expenses                                                                                                         2.738.797,40
 Total assets                                                                                                            4.230.940.218,51
Vienna, April 2010




           Dr. Gunter Geyer                          Dr. Martin Simhandl




              Erich Leisz                           Dr. Hans-Peter Hagen




        Mag. Robert Lasshofer                       Dr. Christine Dornaus




            Ing. Martin Divis                           Franz Fuchs




            Dr. Judit Havasi                         Mag. Peter Hofinger




                            The Managing Board of
            VIENNA INSURANCE GROUP Wiener Stadtische Versicherung AG
                                                            Annex 8.3

              Transfer Balance Sheet as of 1 January 2010




101747475v4
VERSA-Beteiligungs AG
 Assets                                                                     Transfer Balance Sheet
 in EUR
 A. Intangible assets
   I. Expenses for acquisition of an insurance portfolio                                          3.500.000,00
   I I . Other intangible assets                                                                13.680.445,82
   TOTAL INTANGIBLE ASSETS                                                                     17.180.445,82
 B. Investments
   I. Land and buildings                                                                       317.838.254,48
   II. Investments in affiliated companies and participations
      1. Shares In affiliated companies                                  911.160.672,99
           thereof reorganisation surplus                                          0,00
      2. Bonds and other securities of affiliated companies and loans
         to affiliated companies                                         345.510.630,14
      3. Participations                                                  268.005.497,19
            thereof reorganisation surplus                                 8.957.022,00
      4. Bonds and other securities of and loans to companies In
         which an ownership interest Is held                              37.447.668,98       1.562.124.469,30
   III. Other investments
      1. Shares and other non-fixed-interest securities                 2.755.253.208,25
      2. Bonds and other fixed-interest securities                      3.626.000.818,99
      3. Shares in Joint Investments                                      50.333.710,10
      4. Mortgage receivables                                            301.471.899,72
      5. Policy prepayments                                                19.215.937,78
      6. Other loans                                                     330.136.261,44
      7. Bank deposits                                                    52.599.589,22      7.135.011.425,50
   IV. Deposits on assumed reinsurance business                                                 19.076.788,77
    TOTAL INVESTMENTS                                                                       9.034.050.938,05
 C. Investments of unit- and index-linked life insurance                                    1.681.469.320,71
 D. Receivables
   I. Receivables from direct Insurance business
      1. from policyholders                                              113.490.061,23
      2. from insurance intermediaries                                    78.992.688,15
      3. from Insurance companies                                         21.129.215,81        213.611.965,19
   II. Receivables from reinsurance business                                                   103.246.906,28
   III. Other receivables                                                                      172.617.637,00
   TOTAL RECEIVABLES                                                                         489.476.508,47
 E. Pro rata interest                                                                        106.861.799,98
 F. Other assets
   I. Tangible assets (not incl. land and buildings) and inventories                            16.678.734,61
   II. Current bank balances and cash on hand                                                   72.296.150,08
   III. Other assets                                                                           138.565.725,08
   TOTAL OTHER ASSETS                                                                        227.540.609,77
 G. Prepaid expenses
   I. Deferred taxes                                                                            86.622.067,57
   I I . Other prepaid expenses                                                                 88.012.827,39
   TOTAL PREPAID EXPENSES                                                                    174.634.894,96
 H. Offsetting items between departments                                                                 0,00
 Total assets                                                                              11.731.214.517,76
VERSA-Beteiiigungs AG
 Liabilities and shareholders' equity                                                          Transfer Balance Sheet
 in EUR
 A. Shareholders' equity
   I. Share capital
      1. Par value                                                                                                           0,00
   II. Capital reserves
      1. Committed reserves                                                                                                 0,00
      2. Uncommitted reserves                                                                                     244.415.610,23
   I I I . Retained earnings
      1. Free reserves                                                                                                       0,00
   IV. Risk reserve as per § 73a VAG, taxed portion                                                                45.853.405,47
   V. Net retained profits                                                                                                   0,00
      thereof brought forward                                                                                               0,00
 TOTAL SHAREHOLDERS' EQUITY                                                                                     290.269.015,70
 B. Tax-exempt reserves
   I. Risk reserve as per § 73a VAG                                                                                43.440.327,53
   I I . Valuation reserve for impairment losses                                                                  109.012.763,79
   TOTAL RESERVES                                                                                               152.453.091,32
 C. Subordinated liabilities
   I. Hybrid bonds                                                                                                          0,00
   I I . Supplementary capital bond                                                                               100.000.000,00
   TOTAL SUBORDINATED LIABILITIES                                                                               100.000.000,00
 D. Underwriting provisions - retained
   I. Unearned premiums
      1. Gross                                                                              152.508.747,81
         2. Reinsurers' share                                                               -18.659.292,53        133.849.455,28
   I I . Mathematical reserve
      1. Gross                                                                             7.075.613.218,37
          2. Reinsurers' share                                                               -94.709.040,68      6.980.904.177,69
   I I I . Provisions for outstanding claims
      1. Gross                                                                             1.132.273.501,13
      2. Reinsurers' share                                                                  -288.433.490,22       843.840.010,91
   IV. Provision for profit-unrelated premium refunds
      1. Gross                                                                               32.161.688,72
      2. Reinsurers' share                                                                    -2.844.312,27        29.317.376,45
   V. Provision for profit-related premium refunds and policyholder profit participation
      1. Gross                                                                               61.273.758,77
      2. Reinsurers' share                                                                             0,00        61.273.758,77
   VI. Equalisation provision                                                                                     164.632.606,60
   VII. Other underwriting provisions
      1. Gross                                                                                12.962.869,98
      2. Reinsurers' share                                                                    -1.719.664,26         11.243.205,72
   TOTAL TECHNICAL PROVISIONS                                                                                  8.225.060.591,42
 E. Underwriting provisions of unit- and index-linked life insurance                                           1.611.520.904,43
 F. Non-underwriting provisions
   I. Provision for post-employment benefits                                                                       19.666.232,78
   I I . Provision for pensions                                                                                    90.719.347,00
   I I I . Tax provisions                                                                                          71.750.929,41
   IV. Other provisions                                                                                            75.996.152,99
   TOTAL OTHER PROVISIONS                                                                                       258.132.662,18
 G. Deposits from ceded reinsurance business                                                                    100.925.914,35
 H. Other liabilities
    I. Liabilities from direct insurance business
      1. from policyholders                                                                 200.313.804,07
      2. from insurance intermediaries                                                       20.902.458,70
      3. from insurance companies                                                             16.285.391,33       237.501.654,10
   I I . Liabilities from reinsurance business                                                                     26.238.174,07
   I I I . Liabilities to financial institutions                                                                   60.568.995,83
   IV. Other liabilities                                                                                          570.239.448,51
   TOTAL LIABILITIES                                                                                            894.548.272,51
 I. Prepaid expenses                                                                                              98.304.065,85
 Total assets                                                                                                 11.731.214.517,76
Vienna, April 2010




        Mag. Natalia Fichtinger                              Dr. Judit Havasi




          Mag. Helene Kanta                               Mag. Robert Lasshofer




                                  The Managing Board of
                                  VERSA-Beteiligungs AG

				
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