Report of the Auditors

We have audited the consolidated financial statements of Bank Austria Creditanstalt AG for the financial year beginning on 1 January 2005 and ending on 31 December 2005. The consolidated financial statements comprise the balance sheet at 31 December 2005, the income statement, the statement of changes in shareholders’ equity, the cash flow statement and the notes to the consolidated financial statements for the financial year beginning on 1 January 2005 and ending on 31 December 2005. The preparation and content of these consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) published by the International Accounting Standards Board as adopted by the European Union, and the preparation of the management report of the Group in accordance with the provisions of the Austrian Commercial Code, are the responsibility of the legal representatives of the parent company. Our responsibility is to express an opinion on the consolidated financial statements based on our audit and to state whether the management report of the Group is consistent with the consolidated financial statements.

We conducted our audit in accordance with legal provisions applicable in Austria and with Austrian generally accepted auditing principles and in accordance with International Standards on Auditing (ISA) published by the International Auditing and Assurance Standards Board (IAASB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement, and to make a statement as to whether the management report of the Group is consistent with the consolidated financial statements. In planning the audit procedures, we considered our knowledge of the business and of the economic and legal environment in which the Group operates as well as expectations of possible errors. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles applied and significant estimates made by the legal representatives, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Without qualifying our opinion, we draw attention to note 1 to the consolidated financial statements, in which the loss of Bank Austria Creditanstalt AG’s voting rights in Bank BPH S.A. as a result of the acquisition of HVB Group by UniCredit S.p.A. is explained.

Our audit did not give rise to any objections. In our opinion, based on the findings of the audit, the consolidated financial statements comply with the legal provisions and give a true and fair view of the financial position of the Group as at 31 December 2005 and of the results of its operations and its cash flows for the financial year beginning on 1 January 2005 and ending on 31 December 2005, in accordance with International Financial Reporting Standards (IFRSs) published by the International Accounting Standards Board as adopted by the European Union. The management report of the Group is consistent with the consolidated financial statements.

Vienna, 27 February 2006

                                       Savings Bank Auditing Association
                                                       Auditing Board
                                                       (Bank Auditors)

                Erich Kandler                                             Friedrich O. Hief

                                                     KPMG Austria GmbH
                           Wirtschaftsprüfungs- und Steuerberatungsgesellschaft
             Gottwald Kranebitter                                          Kurt Eder

                                    Österreichische Wirtschaftsberatung GmbH
                            Wirtschaftsprüfungs- und Steuerberatungsgesellschaft

                   Philip Göth                                                 Peter Bitzyk