(2) Structural changes

Compared with the consolidated financial statements for 2005, there have been the following changes in the group of consolidated companies of Bank Austria Creditanstalt:

On 29 December 2005, Bank Austria Creditanstalt AG acquired 83.27 % (19,987,000 shares) of Nova banjalucka banka a.d., Banja Luka, a bank in Bosnia and Herzegovina, which was included in the group of consolidated companies as from 1 January 2006. The purchase price was € 31.3 m. The acquisition resulted in preliminary goodwill of € 26.1 m in the Bank Austria Creditanstalt Group. In the first quarter of 2006, Bank Austria Creditanstalt carried out a BAM 16 m capital increase; Bank Austria Creditanstalt’s equity interest thereby rose to 90.9 %.

In addition, as from 1 January 2006, the following subsidiaries and sub-groups have been included in the group of consolidated companies:

• CA IB Securities S.A., Warsaw
• BPH Towarzystwo Funduszy Inwestycyjnych S.A., Warsaw
• BPH PBK Zarzadzanie Funduszami Sp.z.o.o., Warsaw
• CA IB Polska S.A., Warsaw
• CA IB Corporate Finance Beratungs Ges.m.b.H., Vienna (sub-group)
• CA IB International Markets AG, Vienna
• CA IB International Markets Ltd., London
• Universale International Realitäten GmbH, Vienna (sub-group)

AWT International Trade AG, Vienna (sub-group), was included in the group of consolidated companies as from 1 April 2006.

On 30 June 2006, Bank Austria Creditanstalt AG sold its 99.75 % interest (4,541,258 shares) in HVB Splitska banka d.d., Split, to Société Générale, a French bank. The sale resulted in a capital gain of € 684.3 m in the Bank Austria Creditanstalt Group. The income and expenses of HVB Splitska banka are included in the consolidated income statement on a pro-rata time basis.

On 4 August 2006, the Board of Directors of UniCredit S.p.A., Genoa, adopted a resolution to transfer the “CEE Business Unit”, comprising the following UniCredit subsidiaries, to Bank Austria Creditanstalt AG as a contribution in kind in exchange for 55 million newly issued shares of BA-CA AG at the beginning of 2007:

• Koç Finansal Hizmetler A.Ş., Turkey – 50 %
• Zagrebačka banka d.d., Croatia – 81.91 %
• Bulbank AD, Bulgaria – 86.13 %
• Živnostenská banka a.s., Czech Republic – 100 %
• UniBanka a.s., Slovakia – 97.11 %
• UniCredit Romania S.A., Romania – 99.95 %

The transaction is planned to be completed in the first quarter of 2007 after the regulatory requirements have been met.

The merger of HVB Romania S.A., Bucharest, and Banca Comerciala “Ion Tiriac” S.A., Bucharest, was completed on 1 September 2006. The two companies are now operating under the name of Banca Comerciala HVB Tiriac S.A.

At the Extraordinary Meeting of Shareholders of HVB held on 25 October 2006, HVB submitted the agreements for the transfer of BA-CA to UniCredit S.p.A., Genoa, of the subsidiaries International Moscow Bank and HVB Bank Latvia AS to BA-CA, and of the HVB branch offices in Estonia and Lithuania to HVB Bank Latvia for approval. The Meeting of Shareholders approved the agreements with over 99.4 % of the votes cast. Shareholders have instituted legal proceedings against these resolutions.

The sale of BA-CA to UniCredit and the sale of HVB Bank Latvia to BA-CA have already been approved by the public authorities. The agreement with HVB on the purchase of its shareholding in International Moscow Bank, Moscow, and of HVB Bank Latvia AS, Riga, was concluded on 9 September 2006, and the closing took place on 11 January 2007.

BA-CA sold its majority interest in Bank BPH S.A., Kraków, to UniCredit for about € 3.6 bn plus variable profit components. Bank BPH S.A. was deconsolidated as from the closing of the transaction, which took place on 3 November 2006. The sale resulted in a capital gain of € 1,545 m in the Bank Austria Creditanstalt Group. The results of Bank BPH are included in the consolidated income statement on a pro-rata time basis.

• Bank BPH’s subsidiaries
• BPH Leasing S.A., Warsaw
• BPH Bank Hipoteczny S.A., Warsaw
• BPH Towarzystwo Funduszy Inwestycyjnych S.A., Warsaw
• BPH PBK Zarzadzanie Funduszami Sp.z.o.o., Warsaw

were deconsolidated as from the same date.

On 20 December 2006, Bank Austria Creditanstalt AG signed the agreement to acquire the institutional business of the Russian investment bank “Aton Capital”. BA-CA assumes that the official approvals required for the closing will be available by the end of the first half of 2007. The institutional business includes “Aton Broker” and “Aton International”. The purchase price will be US$ 424 million.

On 28 December 2006, Bank Austria Creditanstalt acquired a 12.96 % interest in International Moscow Bank previously held by VTB Bank (France) SA (previously Banque Commerciale pour l’Europe du Nord-EUROBANK) for US$ 395 million. For the acquisition of a further interest in International Moscow Bank in 2007 see note 4, Events after the balance sheet date.

On 29 December 2006, BA-CA AG set up a permanent establishment in Milan, Via Tortona 33, which will be exclusively engaged in the management and controlling of the equity interests of UniCredit S.p.A. that are to be transferred by way of contribution in kind. Therefore these activities are not banking activities.

The Management Board passed a resolution to reorganise and restructure the Retail Division, the Corporates Division, the Markets and Investment Banking Division, Global Banking Services, Support Services and Risk Management. Provisions of € 231 m were made for this purpose. In addition, it is planned to spin off the capital market and investment banking activities of the BA-CA Group to a wholly-owned subsidiary of BA-CA AG.

Effects of changes in the group of consolidated companies