(39) Related party disclosures

a) Information on members of the Management Board, the Supervisory Board and the Employees’ Council of Bank Austria Creditanstalt AG

Emoluments of members of the Management Board and the Supervisory Board
The emoluments paid to Management Board members in 2006 (excluding payments into pension funds) totalled € 6.30 m (comparable emoluments in 2005 totalled € 7.08 m). Of this total, € 1.98 m (2005: € 2.52 m) related to fixed salary components, and € 4.32 m (2005: € 4.56 m) related to variable salary components. Several members of the Management Board receive their emoluments from companies which are not included in the group of consolidated companies of BA-CA; these emoluments also include emoluments for activities which are not connected with the BA-CA Group but are in the interest of UniCredit Group.

Payments to former members of the Management Board and their surviving dependants (excluding payments into pension funds) totalled € 10.96 m (of which € 4.61 m was paid to former Management Board members of Creditanstalt AG, which merged with Bank Austria in 2002; € 1.88 m was paid to former Management Board members of Österreichische Länderbank AG, which merged with Bank Austria in 1991, and their surviving dependants). The comparative figure for 2005 is € 17.08 m. Emoluments paid to this group of persons for activities in subsidiaries amounted to € 0.56 m (2005: € 0.49 m).

The emoluments of the Supervisory Board members active in the 2006 business year totalled € 0.31 m (2005: € 0.33 m) for Bank Austria Creditanstalt AG, and € 0.01 m (2005: € 0.01 m) for the two credit associations.

Members of the Management Board do not hold any options on shares in Bank Austria Creditanstalt AG and did not receive any other monetary benefits from shares in Bank Austria Creditanstalt AG or Bayerische Hypo- und Vereinsbank AG.

Loans to members of the Management Board and of the Supervisory Board
Loans to members of the Management Board amounted to € 0.25 m (2005: € 0 m), overdrafts granted to them were € 0.1 m (2005: € 0.1 m). Loans to members of the Supervisory Board amounted to € 0.27 m (2005: € 2.28 m). Credit lines and overdrafts granted to Supervisory Board members totalled € 0.1 m (2005: € 1.12 m). Repayments during the business year totalled € 0.04 m (2005: € 0.05 m).

Loans to the Supervisory Board include those made to members of the Employees’ Council who are members of the Supervisory Board. The maturities of the loans range from five to fifteen years. The rate of interest payable on these loans is the rate charged to employees of Bank Austria Creditanstalt.

Names of members of the Management Board and the Supervisory Board
Note 50 contains a list of the members of the Management Board and the Supervisory Board.

b) Relationships with unconsolidated subsidiaries and other companies in which an equity interest is held All related-party banking transactions were effected on market terms.

The largest transaction with a related party in the financial year was the sale of Bank BPH to UniCredit (see note 2).

In the reporting year, the syndicate agreement with HVB, “Betriebsratsfonds des Betriebsrats der Angestellten der Bank Austria Creditanstalt AG Großraum Wien” and “AV-Z Stiftung” (Bank of the Regions Agreement) was replaced by a new agreement (Restated Bank of the Regions Agreement) between UniCredit, “AV-Z Stiftung” and “Betriebsratsfonds des Betriebsrats der Angestellten der Bank Austria Creditanstalt AG Großraum Wien”.

In the Restated Bank of the Regions Agreement, the contracting parties “Privatstiftung zur Verwaltung von Anteilsrechten” (AV-Z Stiftung) and “Betriebsratsfonds des Betriebsrats der Angestellten der Bank Austria Creditanstalt AG Großraum Wien” have given an undertaking to UniCredit to the effect that if they want to sell BA-CA shares, they will first offer such shares to UniCredit. UniCredit also has a right of preemption in the case of an intended sale of such BA-CA shares. For the duration of this agreement (10 years), AV-Z Stiftung has a right to nominate two members of the Supervisory Board, and thereafter one member of the Supervisory Board for the duration of the guarantee issued by the Municipality of Vienna and AV-Z Stiftung.

From the date of the capital increase in 2003, HVB held 77.53 % of the shares in Bank Austria Creditanstalt AG. Since November 2005, UniCredit S.p.A., Genoa (UniCredit) has held a direct interest of 17.45 % in Bank Austria Creditanstalt AG. On the basis of these directly held shares and the shares held indirectly through Bayerische Hypo- und Vereinsbank AG, Munich, UniCredit holds 94.98 % of the share capital and voting rights of BA-CA AG. On 9 January 2007, HVB sold its shares in BA-CA AG to UniCredit (see note 4, Events after the balance sheet date).

As at 31 December 2006, one Management Board member of HVB was a member of the Supervisory Board of BA-CA AG (the same member is a member of UniCredit’s Management Committee), one Management Board member of BA-CA AG was also a member of HVB’s Management Board from 23 February 2006.

As at 31 December 2006, there were the following interlocking relationships with UniCredit: