Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of

HYPO ALPE-ADRIA-BANK INTERNATIONAL AG,

Klagenfurt am Wörthersee,

for the fiscal year from January 1, 2009 to December 31, 2009. These consolidated financial statements comprise the consolidated statement of financial position as of December 31, 2009, the consolidated statement of comprehensive income, the consolidated cash flow statement and the consolidated statement of changes in equity for the fiscal year ended December 31, 2009, and the notes.

Management’s Responsibility for the Consolidated Financial Statements and for the Accounting System

The Company’s management is responsible for the group accounting records and for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility and Description of Type and Scope of the Statutory Audit

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with laws and regulations applicable in Austria and Austrian Standards on Auditing, as well as in accordance with International Standards on Auditing (ISAs) issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC).

These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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 consolidated financial statements are in accordance with legal requirements and present fairly, in all material respects, the financial position of the Group as of December 31, 2009 and of its financial performance and its cash-flows for the fiscal year from January 1, 2009 to December 31, 2009 in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU.

Without qualifying our opinion we draw attention to the notes (particularly section “company” as well as note 1 and 109) to the financial statements. Assessing the company’s ability to continue as going concern, the management used the same assumptions as in the restructuring plan prepared for the EU approval process for government aid. Due to the actual global financial crisis and the fact that the economic crises has hit the regions where the group is active specifically hard, the uncertainty is specifically high and the assumptions depend on the further capital contribution in the amount of TEUR 600.000 until June 30, 2010, for stabilization of the equity position as included in the restructuring plan.

Comments on the Management Report for the Group

Laws and regulations require us to perform audit procedures to determine whether the consolidated management report is consistent with the consolidated financial statements and whether the other disclosures made in the consolidated management report do not give rise to misconception of the position of the Group. The auditor’s report has to state whether the consolidated management report for the Group is consistent with the consolidated financial statements and whether the disclosures made according to section 243a para 2 UGB (Austrian Enterprise Code) are appropriate.

In our opinion, the consolidated management report for the Group is consistent with the consolidated financial statements. The disclosures made according to section 243a para 2 UGB (Austrian Enterprise Code) are appropriate.

Vienna, March 16, 2010

The English translation of the Auditor´s Report is for convenience purposes. Only the original German version is legally binding.