Restructuring of the Group approved

At a meeting of its Supervisory Board held on June 22^{nd, 1999, BARC Versicherungs-Holding (“BARC”) as major shareholder of “Bundesländer” and AUSRIA-COLLEGIALITÄT Österreichische Versicherung Aktiengesellschaft (“AUSTRIA COLLEGIALITÄT“) authorised the boards of its participating companies to conclude all the contracts required to implement the conversion and restructuring of the Group.}

Accordingly, decisions were also taken by the Supervisory Boards of  each of the participating companies: first and most importantly, the merger contract between “BARC” and “Bundesländer”, specifying the fusion of “BARC” into “Bundesländer” as the acquiring company. For the calculation of the proportional company value, “BARC”, “Bundesländer” and “AUSTRIA COLLEGIALITÄT were evaluated as follows: “BARC” at roughly 16,500 million ATS, “Bundesländer” at roughly 15,100 million ATS, “AUSTRIA COLLEGIALITÄT” at roughly 13,400  million ATS. A shareholder meeting to be held in September 2000 is to decide the fusion of “BARC” into “Bundesländer”.

Assessment of the companies’ relative value 

An evaluation of the participating companies yielded the following ratios: 1.09 (“BARC”) to 1 (“BUNDESLÄNDER”). Taking into consideration the amount of “Bundesländer”-shares already held by “BARC”, the shareholders of “BARC” will be compensated by means of “Bundesländer”-shares. Simultaneously, the acquiring company will increase its capital by 554.3 million ATS, which will be exclusively credited to the “BARC”-shareholders who will then hold a majority in the newly merged company.

The share capital of the merged company amounts to 1,456.9 million ATS. Taking into consideration the contingent capital of 41,978,200 ATS approved in yesterday’s general shareholders’ meeting and intended for the conversion of participation certificates into ordinary shares, the share capital can reach a maximum of 1,498.8 million ATS if this conversion is effected.

At a meeting held yesterday, the Supervisory Board of “BARC” also decided to put forward a proposal to the shareholders to change the name of “Bundesländer” to “UNIQA Versicherungen AG”. The shareholders will meet in September 1999 to vote on this proposal.

UNIQA to become the new group name of the holding company      

On May 17^th, 1999, it was officially announced that the incorporation of  “AUSTRIA-COLLEGIALITÄT Versicherungen” into the new holding company should lead to the creation of two operative units, for life and non-life lines, respectively . Both these units would integrate the insurance portfolios of “Bundesländer” and “AUSTRIA-COLLEGIALITÄT Versicherungen”. To this effect, the “BARC” Supervisory Board also decided to rename “AUSTRIA-COLLEGIALITÄT”, the operative life insurance company, into “UNIQA Personenversicherung AG”. The operative company for non-life insurance will bear the name “UNIQA Sachversicherungen AG”.