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    THE ANNUAL REPORT ON 2009 - S.C. Asigurarea Romneasc - ASIROM VIENNAINSURANCE GROUP S.A.

    The Annual Report according to the: Order of the President of the Insurance SupervisoryCommission (CSA) no. 113.119/2006 for putting into application of Norms concerning theminimum information that have to be published annually by the insurers.

    General overview

    Denomination and legal status: S.C. Asigurarea Romneasc ASIROM VIENNAINSURANCE GROUP S.A.

    The company was founded starting with 1stof January 1991, by the Government Decisionno.1279/1990 and is carrying out the activity of insurance and re-insurance on the groundsof Memorandum of Association, of Law no. 31/1990 - republished, concerning the tradingcompanies, with subsequent modifications and completions, of Law no. 136/1995 regardingthe insurances and reinsurances from Romania, with subsequent modifications and

    completions, of Law no. 32/2000 concerning the insurances companies and supervising ofinsurances, with subsequent modifications and completions.

    Number of registration at Trade Registers Office: J40/304/1991

    The company was authorizedby the Insurance Supervisory Commission through theDecision no.16 from 07th November 2001. ASIROM is registered within the InsurersRegisterunder number RA-023/2003.

    The address of the headquarter is no. 31-33, Bulevardul Carol I, district 2, code 020912,Bucharest, Romania.

    Telephone: 004.021.601.1099; facsimile: 004.021.601.1288, 004.021.601.1289

    Structure of shareholders at 31st of December 2009:

    VIENNA INSURANCE GROUP Wiener Stadtische Versicherung A.G. . 85.9124%

    Other legal persons .................................................... 13.4860 %

    Natural persons .......................................................0.6016 %

    The company is managed by a dualist system:

    The dualist system of the company administration/management was assured during2009 by:

    A. The SupervisoryBoard, composed of:

    1) Peter Franz Hfinger - President2) Martin Simhandl - Vice- President

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    3) Nicolae Iliu - Member4) Erich Leiss - Member5) Judit Havasi - Member6) Daniela Creu - Member7) Gerhard Lahner - Member

    Since 29thof April 2009, the structure of SupervisoryBoard has changed:

    1) Peter Franz Hfinger - President

    2) Martin Simhandl - Vice- President3) Nicolae Iliu - Member4) Kurt Ebner - Member5) Michael Schlgl - Member6) Daniela Creu - Member7) Gerhard Lahner - Member

    B. The Managing Board of the company with the following structure:

    1) Boris Johannes Schneider - President and General Director2) Mariana Diaconescu - Vice -President and Deputy General

    Director

    3) Daniela Meghea - Member and Executive Director4) Ion Brtulescu - Member and Executive Director5) Martin Hashka - Member and Executive Director

    In present, ASIROM is authorized by the Insurances Supervisory Commission to practicethe follwoing clases of insurances:

    General Insurances:

    a) insurances of accidents and illness;b) insurances of health;c) insurances of terrestrial means of transport, inclusively railways ;d) insurances of air means of transport;e) insurances of maritime means of transport (sea, river, lake, navigable canals)f) insurances of goods in transit, inclusively transported merchandise, luggages

    and any other assets;g) insurances of fire and other natural calamities;h) insurances of damages brought to properties;i) Motor Third Party liability (MTPL and Green Card);j) insurances of civil liability for the air means of transport;k) insurances of civil liability for maritime means of transport;l) insurances of civil general liability;m) insurances of credits;n) insurances of guarantees.

    As regards the Life Insurances, ASIROMoffers a wide range of products, annuities andsupplementary life insurances.

    Deductibility that is applied to the insurances contracts is regulated through the Code of

    Fiscal Procedure, such as:

    a) at the calculation of the tax on profit, there are deductible the expenses with the

    insurances premiums, which concern the assets of the tax payer, that are

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    connected to the activity object or which are performed into account of the

    policies that constitutes guarantees related to the loans engaged for the purpose

    of the business conduct (banking credits, leasing, etc.)

    b) limited deductibility for the expenses with the insurance premiums, made by the

    employers for the voluntary health insurances, within the limit of 200 Euro/

    employee annually;

    c) above-mentioned provisions are applicable, also for establishing of the taxable

    income from the independent activities (in this case, being also, deductible the

    expenses with the insurance premiums for the professional risks coverage);

    d) insurance compensations and indemnities are not taxable incomes;

    e) insurance operations (inclusively the insurance premiums) are exempted from

    VAT.

    10. The insurance and reinsurance activity performed by ASIROM during the 2009

    The activity of insurance focused mainly on the increase of profitability, the

    improvement of the insurance conditions, of inner regulations and of the system for

    evidencing and administrating of insurances portfolio, its consolidation, elaboration of new

    insurance products and permanent adjustment to the legislative requirements from

    insurances domain, in accordance with the norms issues by the Insurances Supervisory

    Commission, also with the requirements of the European Union.

    10.1. Insurances of life

    The underwriting gross premiums summarized 88.97 mil.RON and were made within

    life classical insurances and annuities. (insurances that are not connected to the

    investments funds)

    10.2. General Insurances

    The underwriting gross premiums summarized 556.9 mil.RON, the main percentage

    being made of vehicles insurances: 79% of the total of underwritings on the general

    insurances, followed by the insurances against fires and other calamities.(13%)

    During 2009, the following products were revised/ elaborated:

    facultative insurance of dwellings and of goods from these dwellings Rezident;

    insurance against fire and against other calamities of buildings and of other

    constructions, also of their contents Phoenix;

    insurance of equipment for constructions and other special installations;

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    insurance of managerial liability of the administrators and directors D&O ;

    insurance of goods during the transport Cargo ;

    third party liability for doctors, pharmacists and other persons from the health

    care Malpraxis;

    insurance of damages and theft for the vehicles Casco.

    10.3 Activity of sales and marketing

    Divisions of Sales and Marketing have pursued the continuous diversification of

    ASIROM in conditions of profitability, offering to the clients a flexibile system of contracting,

    differentiate products of insurance according to specific needs and to individual risk profile.

    Structure of distribution channels for non-life insurances has evolved in the

    profitability direction, respectively it increased the % of non-commissioned insurances

    (from 4% in 2008, to 6% in 2009) and decreased the % of insurances sold by our ownagents, employees (from 19% in 2008 to 18% in 2009).

    The main sale force remained the

    one composed of natural persons (having

    approx. 49% of sales), followed by brokers,

    having approx. 20% of sales.

    Distribution of the life insurances

    was performed, mainly by the direct sales

    force (agents as natural persons and

    employees).

    Segment of corporate clients has gained approx. 5% as share quota of ASIROM total

    portfolio evolving from 56% in 2008 to 61% in 2009. The most significant evolution was

    registered at RCA, where the corporate segment increased in 2009 by 10%, in terms of

    underwriting gross premiums compared to 2008, meanwhile the retail segment registered a

    decrease by approx. 28%.

    The alternative sales channels registered an average increase of approx. 62%.

    Subscriptions from the public acquisitions procedures, selections of offers and direct

    negotiations, during 2009, has recorded a 57% increase compared to 2008, while the

    insurance protocols and the insurance conventions have brought, stimulated, also by the

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    new positioning of ASIROM, as a part of a strong international group of insurances, an

    increase of approximately 64%.

    The profitability of branches has been significantly improved, the combined ratio

    decreasing by about 7.7 percentage points compared to 2008.

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    Another strategic objective achieved by the Alternative Sales Division has been the

    development of a new distribution channel ASIROM franchise. Thus, ASIROM a initiated

    in 2009, the collaboration with the first eight francise partners, the total volume of

    subscriptions exceeding 1mil. EURO, the relationship registering a gross profitability of

    approx. 25 %.

    Among the activities performed by the Marketing and PR Divisions, the mostsignificant one was the initiation of the Culture Change Program, which aimed to stimulate

    a new mentality of the ASIROM team members, oriented towards profit and

    communication. Also, various campaigns have helped sales, especially RCA, by means of

    advertising .

    Deeply oriented towards the exemplary customer service, the Division organized

    events and actions, through which the main assets of the company were advertised: high

    demands, integrity, total commitment to the clients requirements and expectations. The

    message for the public was that ASIROM VIENNA INSURANCE GROUP is the steadfast

    friend of Romanians.

    The internal communication was achieved mainly thorugh the newsletter, which was

    upgraded from ASIROM in the insurance world to ASIROM NEWS.

    In the activity of reinsurance, ASIROM VIG has collaborated, mainly with the

    followings re-insurers: VIG Re Prague, Scor Re (Germania), Swiss Re (Germania),

    Gen Re (Austria), Hannover Re (Germany), Munich Re (Germany), Sindicate Lloyds

    (Great Britain) that participated to the S.C. ASIROM S.A. reinsurance contracts also with

    brokers: Willis Re (Great Britain), RFIB (Great Britain). Both, the above-mentioned re-

    insurers and brokers are the main companies of profile in this domain, in the world, with a

    high level of financial security, certified by the international rating agencies (Standard &

    Poors, AM Best etc.). Also, in 2009 ASIROM VIG intensified the cooperation on the

    reinsurance line with the members companies in Vienna Insurance Group, by entry in the

    group protection as NatCat XL (against risks of disaster) and MTPL XL (for Motor Third

    Party Liability and Green Card), applying the rules of VIG concerning the re-insurers bonity

    and the common position on the events in the reinsurances market, etc.

    10.3.1 Activity of fronting

    During 2009, S.C. ASIROM S.A. has continued and developed the cooperation

    with international insurance groups Zurich Financial Services (Switzerland), Royal &

    SunAlliance (England), International Networking of Insurance (INI), that comprises

    companies of large international prestige, such as Travellers USA, Victoria Versicherung

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    Germany, Amlin BeNeLux, Gothaer Germany, etc). On the basis of the cooperation

    contracts, S.C. ASIROM VIG has issued local policies of fronting type, for the companies

    clients as members of these groups, policies that were partially ceded, in optional

    reinsurance facultative. Most of these customers are large industrial groups and/or

    international trading companies, such as: Nestle, Siemens, Bayer, Merck, Sandoz, Aker,

    Heidelberg, Dr.Oetker, Ericsson, Whirlpool, EON Gaz, Selgros, Ford, Peugeot, Eurocopter,

    Mega Image, LG Electronics, Agrana, Baumax, etc.

    Number of territorial units was, at the end of 2009 - 191, of which: 45 Branches,Sucursale, 85 de Representative Officesand 61 Agencies and Working Points (in 172towns, locations from Romania).

    In 2009, within ASIROM, an average number of 1,943 employees (inclusively at theheadquarter) had performed their activity, of which, a number of 972 employees(insurance inspectors) had tasks for sales, and 200 employees (claims inspectors)has tasks to ascertain and to solve the claim files.

    NETWORK OF ASIROM BRANCHES

    1 ASIROM ALBA ALBA IULIA Branchstr. Piaa Iuliu Maniu nr. 13, ALBAIULIA

    2 ASIROM ARAD ARAD Branch str. N. Grigorescu nr. 1 - 3, ARAD

    3ASIROMARGE PITETI Branch str. Smeurei nr. 43, PITESTI

    4ASIROMBACU BACU Branch str. 9 Mai nr. 25, BACAU

    5 ASIROM BIHOR Branch ORADEA str. tefan Zweig nr. 5, ORADEA

    6

    ASIROMBISTRIANSUD

    BISTRIA NSUDBranch

    str. G-ral G. Blan nr. 56,BISTRITA NASAUD

    7ASIROMBOTOANI BOTOANI Branch

    str. Octav Bncil nr. 33,BOTOSANI

    8

    ASIROM

    BRAOV BRAOV Branch

    Bd. M. Koglnicenu nr. 11,

    BRASOV9

    ASIROMBRILA BRILA Branch

    str. Calea Clrasilor nr. 46,BRAILA

    10ASIROMBUZU BUZU Branch

    Bd. N. Blcescu, bloc Camelia,BUZAU

    11

    ASIROMCARASEVERIN RESIA Branch

    P-a 1 Decembrie 1918, bl. 4,RESITA

    12ASIROMCLRAAND CLRASI Branch str. Bucureti nr. 183, CALARASI

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    13 ASIROM CLUJ CLUJ Branchstr. Clinicilor nr. 20 - 22, CLUJNAPOCA

    14ASIROMCONSTANA CONSTANA Branch

    Bd. Tomis nr. 142, bl. TD 2A,CONSTANTA

    15ASIROMCOVASNA

    SF. GHEORGHEBranch

    str. Godri Ferencz nr. 2, SF.GHEORGHE

    16ASIROMDMBOVIA TRGOVITE Branch

    str. Libertii, bl. B1,TARGOVISTE

    17 ASIROM DOLJ CRAIOVA Branch str. Madona Dudu, bl 8, CRAIOVA

    18ASIROMGALAI GALAI Branch

    str. Domneascnr. 40, bl. 5 U. 2,GALAI

    19ASIROMGIURGIU GIURGIU Branch

    str. Vlad epe, bl. MUV 3,GIURGIU

    20 ASIROM GORJ TARGU JIU Branchstr. Ecaterina Teodoroiu, bl. 6parter, TARGU JIU

    21ASIROMHARGHITA

    MIERCUREA CIUCBranch

    Str. Koussthlajos nr. 17 A (fostaFlorilor), MIERCUREA CIUC

    22ASIROMHUNEDOARA DEVA Branch str. Ion Creangnr. 21, DEVA

    23 ASIROMIALOMIA SLOBOZIA Branch B-dul Chimiei, bl. D3 parter,SLOBOZIA

    24 ASIROM IAAND IASI BranchB-dul tefan cel Mare bl. B2 - C3,IAAND

    25ASIROMMARAMURE Baia Mare Branch str. Culturii nr. 9, BAIA MARE

    26ASIROMMEHEDINI

    TURNU SEVERINBranch

    str. Al. Brccil bl. B2, TURNUSEVERIN

    27ASIROMMURE

    Branch TARGUMURE

    Piaa Teatrului nr. 4, TARGUMURE

    28ASIROMNEAM

    PIATRA NEAMBranch Bd. Traian nr. 6, PIATRA NEAM

    29 ASIROM OLT SLATINA Branchstr. A.I. Cuza nr. 9, Bl. C.A.M. 1,SLATINA

    30ASIROMPRAHOVA PLOIETI Branch

    str. Cantacuzino nr. 192, bl. A1,PLOIETI

    31ASIROM SATUMARE SATU MARE Branch

    str. Transilvania nr. 3 - 5, SATUMARE

    32 ASIROM SLAJ ZALU Branch str. Unirii nr. 16, ZALU

    33 ASIROM SIBIU SIBIU Branch Bd. V. Milea nr. 12 A, SIBIU

    34ASIROMSUCEAVA SUCEAVA Branch str. Petru Rarenr. 14, SUCEAVA

    35ASIROMTELEORMAN ALEXANDRIA Branch

    str. Ion Creang nr. 52 - 54,ALEXANDRIA

    36 ASIROM TIMI TIMIBranch Piaa Consiliul Europei nr.1, TIMI

    37ASIROMTULCEA TULCEA Branch str. Unirii nr. 4, bl. D, TULCEA

    38 ASIROM VASLUI VASLUI Branch str. tefan cel Mare nr. 70, VASLUI

    39ASIROMVLCEA

    RAMNICU VALCEABranch

    str. Gen. Magheru, bl. S3,RAMNICU VLCEA

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    40ASIROMVRANCEA FOCANI Branch str. Republicii nr. 7, FOCANI

    41

    ASIROMBUCHARESTMUNICIPALITY ION GHICA Branch

    str. Ion Ghica nr. 7, sector 3,BUCURESTI

    42ASIROMDOROBANTI DOROBANTI Branch

    str. Vasile Lascar nr. 178, sect. 2,BUCURESTI

    43ASIROM MIHAIBRAVU

    MIHAI BRAVUBranch

    Bd. Mihai Bravu nr. 90 - 96, sect.2, BUCURESTI

    44ASIROMOLTENIEI OLTENIEI Branch

    str. Impratul Traian nr. 32, sect.4, BUCURESTI

    45ASIROM 13SEPTEMBRIE

    Branch 13SEPTEMBRIE

    Calea 13 Septembrie nr. 63, sect.5, BUCURESTI

    46ASIROM

    Headquarter BUCURESTIBd. Carol I nr. 31 - 33, sect. 2,BUCURESTI

    ASIROM Channels of distribution are formed of:

    a) 10,518 - insurance agents as natural persons;b) 430 insurance agents as legal persons and brokerage companies .

    ASIROMhas concluded a number of approximately 600 conventions with serviceunitsfrom the entire country. Thus, there is the possibility of direct settlement of accounts(payments) towards the service unit, without being necesarry to acquit the repairings, thisbeing made directly on the grounds of these conventions, by ASIROM.

    The complete list containing the service units, agreed by ASIROM is available onwww.asirom.ro.

    Representative Offices for Compensations

    ASIROM has appointed representative offices for compensations in each member state of

    EU (the list which is permanently up-dated, can be found on the companys site). Theserepresentative offices for compensations are empowered to instrument the claims in thename and on behalf of the insurer and to represent the insurer within the compenstaionconvention, performed with the insured Party and with damaged Party.

    List of units can be found on the companys site: www.asirom.ro .

    SUMMARIZED GENERAL BALANCE

    FINANCIAL EXERCISE CLOSED ON 31 DECEMBER 200931 December 2009

    PATRIMONIAL ELEMENTS (lei)

    I. Intangible asssets 3,481,890

    II. Investments

    Lands and constructions 206,266,997

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    Titles owed at the affiliated companies 14,783,299

    Other investments in financial immobilizations 17,968,586

    Shares, other securities with variable incomes and units

    To the common investments funds 6,430,489

    Obligations and other titles with fixed income 308,416,421

    Other loans -

    Deposits at the credit institutions 113,817,316

    TOTAL 667,683,108

    III.Part ceded from the technical reserves related to the contracts cedate intoreinsurance 45,789,640

    IV. Debts

    Insured 185,055,553

    Other debts from the insurance operations -

    Debts provenite din operaiuni de reinsurance 7,199,542

    Otherdebts 51,366,514

    TOTAL 243,621,609

    V. Other elements of assets

    Technological equipment, devices,

    means of transport, tangibel assets 10,364,625

    Consumables 2,768,855

    Cash and accounts into the banks 22,031,308

    TOTAL 35,164,788

    VI. Expenses in advance (downpayments)

    Downpayments, interests

    And rents in advance 274,077

    Acquisition reported expenses general and life insurances 44,790,048

    Other expenses registered in advance 167,802

    TOTAL 45,231,927

    TOTAL OF ASSETS (I+II+III+IV+V+VI) 1,040,972,962

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    31 December 2009

    (lei)

    I. Equity and reserves

    Paid up equity 157,853,432

    Equity premiums 92,962,500

    Reserves from re-assessment 144,041,209

    Legal reserves 4,443,502

    Reserves representing surplus

    Achieved from the re-assessment reserves 2,349,949

    Other reserves 40,266,732

    Own shares 414,120

    Reported result- debtor balance 180,049,191

    Exercise result

    Loss -

    Profit 5,160,460

    Profit distribution 258,023

    TOTAL 266,356,450

    II. Tehnical reserves, of which: 664,594,573

    Technical reserves concerning life insurances 232,237,656

    Technical reserves concerning general insurances 432,356,917

    III. Provisions for imposits 150,002

    IV. Other provisions 4,337,107

    V. Debts from direct insurance operations 1,166,360

    VI. Debts from reinsurance operations 1,447,092

    VII. Other debts 80,412,746

    VIII. Incomes in advance 22,508,632

    TOTAL LIABILITIES (I+II+III+IV+V+VI+VII+VIII) 1,040,972,962

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    The financial investments of the companies had been formed of bank deposits, state

    titles, corporate obligations, fund units and buildings and participations at social equity at

    other trading companies.

    For the purpose of protection the portfolio safety into the financial investments, but also for

    obtaining of high yield on long-term, the percentage of state titles issued by the Ministry ofFinances, has increased in totally, ASIROMmaking a prudential policy of investments. By

    this, in 2009, the financial yieldhas situated over the inflation rate.

    Strategy of the company development on 2010 aims mainly the continuation of the

    process of transformation/reorganization of the company and of territorial structure of the

    branches and finalizing of this process. Thus, ASIROM is consolidating position of favorite

    insurer of Romanians.

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    14

    Translation from Romanian

    PRICEWATERHOUSECOOPERS

    THE INDEPENDENT AUDITORS REPORT TOWARDS THE SHAREHOLDERS OFASIGURAREA ROMANEASCA ASIROM VIENNA INSURANCE GROUP S.A.

    1. The summarized financial statements attached to the Annual Report of

    Asigurarea Romaneasca ASIROM Vienna Insurance Group S.A.

    (Company) has been extracted from the individual financial

    statements of the company for the financial exercise ended at 31

    December 2009, elaborated in accordance with the Order of the

    Insurance Supervisory Commission (CSA) no. 3120/2005, with the

    subsequent modifications and completions and with the accounting

    policies described in the Notes to the individual financial statements.

    The company management is liable for the elaboration and

    presentation with accuracy of these summarized financial statements.

    Our responsibility is to express an opinion upon the conformity, in all

    significant issues, concerning the individual financial statements, from

    which they were extracted.

    2. We audited in accordance with the International Standards of Audit,

    the individual financial statements for the financial exercise ended at

    31 December 2009, from which the General Balance and the Profit and

    Loss Account were extracted, appointed as summarized financial

    statements. In our Audit Report, dated on 12 April 2010, we stated an

    opinion without reserves upon the individual financial statements of the

    company, from which there were extracted the summarized financial

    statements.

    3. In our opinion, the summarized financial statements at 31 December

    2009 under all significant issues, are in accordance, with the individual

    financial statements, from which they were extracted.

    4. For a better understanding of the financial position of the company and

    its operation results for the financial exercise ended at 31 December

    2009, also of the applicability area of our audit, the summarizedfinancial statements must be analyzed together with the individual

    financial statements from which our audit report is extracted also.

    Paul Facer

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    15

    Statutory Auditor, stamp and signature: illegible

    On behalf of PricewaterhouseCoopers Audit SRL

    Bucharest, 12 April 2010.