1. Acquisition of AXA companies

On 7 February 2020, UNIQA Österreich Versicherungen AG agreed with AXA S.A. and its subsidiary Société Beaujon on the acquisition of shares in the AXA subsidiaries and branches in Poland, the Czech Republic and Slovakia.

The closing took place on 15 October 2020 through the transfer of the shares, by which control over the acquired companies was obtained. Prior to this, approval was obtained from the EU Commission and the supervisory authorities in the countries concerned.

Both life and non‑life insurance companies were acquired, as well as investment management companies, pension funds and service companies, each constituting a business operation within the meaning of IFRS 3. The acquisition of the companies implements UNIQA’s strategy of further growth in countries where UNIQA is already represented.

AXA companies in Poland

UNIQA acquired 93.42 per cent of the issued share capital of the life insurance company AXA Życie Towarzystwo Ubezpieczen´ S.A. from Société Beaujon and 6.58 per cent from AXA S.A. AXA Życie Towarzystwo Ubezpieczen´ S.A. holds all shares in the service company AXA Polska S.A. and in the investment fund AXA Towarzystwo Funduszy Inwestycyjnych S.A.

AXA Ubezpieczenia Towarzystwo Ubezpieczen´ i Reasekuracji S.A. is a non-life insurance company with its registered office in Warsaw, in which UNIQA acquired 100 per cent of the issued share capital from Société Beaujon.

AXA Powszechne Towarzystwo Emerytalne S.A. is a pension fund in which UNIQA acquired 100 per cent of the issued share capital from Société Beaujon.

AXA companies in the Czech Republic

AXA pojišťovna a.s. is a non-life insurance company in which UNIQA acquired 100 per cent of the issued share capital from Société Beaujon.

AXA životní pojišťovna a.s. is a life insurance company in which UNIQA also acquired 100 per cent of the issued share capital from Société Beaujon.

In turn, this company holds all shares in the investment management company AXA investiční společnost a.s., in the service company AXA Management Services s.r.o. and in the two Slovakian pension funds AXA d.d.s., a.s. and AXA d.s.s., a.s.

Finally, 99.98 per cent of the issued share capital in AXA penzijní společnost a.s., a Czech pension fund, was acquired from Société Beaujon.

AXA companies in Slovakia

The two companies AXA d.d.s., a.s. and AXA d.s.s., a.s., held by the Czech AXA životní pojišťovna a.s. are pension funds with their registered offices in Slovakia.

The amounts recognised at fair value for the identifiable assets acquired and the liabilities assumed are shown in the table below.

The calculations include the knowledge gained in the period between obtaining control on 15 October 2020 until the preparation of these consolidated financial statements. In particular in the area of technical provisions it is possible that subsequent adjustments may be made once a full insight into the parameters of the portfolios relevant to the calculation is available.

The goodwill resulting from the acquisition in the amount of €219,767 thousand reflects the value of synergies anticipated in connection with the acquisition (market positioning, potential addition of new customers, savings in administrative processes and infrastructures). The allocation of the difference is based on the acquired identifiable net asset values attributable to the respective CGUs and taking into account future synergies. Accordingly, €15.8 million of the difference is allocated to the CGU Poland and €203.9 million to the CGU Czech Republic.

Goodwill is deductible for income tax purposes.

The fair value of the receivables acquired amounts to €117,148t housand. At the time of acquisition, the gross contract value amounts to €182,182 thousand. The balance of value adjustments at the acquisition date thus amounts to €65,034 thousand.

To finance the acquisition, a senior bond in the amount of €600 million was issued at an issue price of 99.436 per cent of the nominal amount (see Chapter “Financial liabilities”) in July 2020.

The acquisition-related costs (mainly reported under operating expenses) amount to €12,083 thousand.

For the period between the date of acquisition and the reporting date, the acquisition contributed €211,881 thousand to the premiums written and €1,654 thousand to UNIQA’s profit/(loss) for the period.

Had the aforementioned acquisition already taken place on 1 January 2020, UNIQA would have reported premiums written in the amount of €6,170,312 thousand. The profit/(loss) for the period would have amounted to €81,040 thousand and earnings per share €0.21.