Supervisory Board meetings

Four scheduled and one extraordinary Supervisory Board meetings took place in 2009. These were held on 6 March, 23 April, 10 September, 16 November (extraordinary) and 10 December 2009.

Committees

The Supervisory Board formed five committees in total, which were all composed of members of the Supervisory Board. The Audit Committee and the Executive Board Committee both met twice during the year; the Credit Committee met twelve times in total. The Articles & By-Laws Committee and the Strategy Committee did not meet in 2009.

Members

Siegfried Grigg, who was already a member of the Supervisory Board, was elected Deputy Chairman of the Supervisory Board of Hypo Alpe-Adria-Bank International AG on 18 May 2009. Othmar Ederer, who had been the Deputy Chairman of the Supervisory Board resigned from the Board on 23 April 2009. Klaus Weigert and Rudolf Harnisch also resigned from the Supervisory Board, on 18 March and 30 April respectively. The employees’ representatives Edith Enengel and Markus Russling served on the Supervisory Board until 29 September. The Supervisory Board would like to thank the members who have left the Board for the work they have done. In the course of 2009 Wolfgang Haller (as of 23 April 2009), Hansjörg Christmann (as of 20 August 2009), as well as Gudrun Sezen-Unterkofler und Alexandra Dohr representing the employees (both as of 29 September 2009) were all appointed members of the Supervisory Board.

Changes to the membership of the Executive Board of Hypo Alpe-Adria-Bank International AG were as follows: the Chairman, Tilo Berlin, who was responsible for the Legal, Compliance & Security, Retail & Private Banking, Human Resources, Marketing & PR, Participation Management und Internal Audit functions, resigned from the bank as of 30 April 2009. Franz Pinkl was named as his successor; he took up his post on 1 June 2009. Paul A. Kocher, who was responsible for the Treasury, Investment Banking und Public Finance functions, resigned from the Executive Board on 31 May 2009. Anton Knett joined the Executive Board as a member on 1 June 2009. As a consequence of these changes there was a reallocation of Executive Board duties in some areas in the course of the year.

Consolidated and separate financial statements for 2009

The financial statements for Hypo Alpe-Adria-Bank International AG were prepared in accordance with the provisions of the Austrian Banking Act (BWG) as well as – as far as applicable – the provisions of the Austrian Enterprise Code (UGB).

The consolidated financial statements were drawn up in accordance with the International Financial Reporting Standards (IFRS). The consolidated financial statements and the Group management report for HGAA, as well as separate financial statements and management report for Hypo Alpe-Adria-Bank International AG, all as of 31 December 2009, were audited by Deloitte Audit Wirtschaftsprüfungs GmbH Renngasse 1/Freyung, 1013 Vienna (FN 36059d) and granted an unqualified audit opinion supplemented by an additional comment relating to uncertainties in connection with the planning assumptions.

The Audit Committee established that a sufficiently thorough audit of the separate financial statements of the Company and of the consolidated statements for the financial year 2008 could be carried out on the basis of the documentation made available. The auditors took part in the Audit Committee meeting which dealt with the consolidated and separate financial statements for 2009 and explained in detail their audit findings and answered the committee’s questions The Audit Committee therefore recommended that the Supervisory Board approve the separate financial statements in accordance with section 96 (4) of the Austrian Stock Corporation Law (AktG), and acknowledge the consolidated financial statements; and endorse, in both cases, the results of the annual audits.

The Supervisory Board has reviewed the submitted separate financial statements and management report of the Executive Board, granted an unqualified audit opinion, but supplemented by an additional comment relating to uncertainties in connection with the planning assumptions, by the auditors; and assents to the audit results. The separate financial statements have been approved by the Supervisory Board, as set down by section 96(4) of the Austrian Stock Corporation Law (AktG). The Supervisory Board has also examined the 2009 consolidated financial statements and management report for the Group and has concurred with the recommendation of the Audit Committee.

On behalf of the Supervisory Board