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through a resolution of the shareholders’ meeting authorizing the management board to effect a
conditional capital increase with the approval of the supervisory board in order grant stock
options to employees, executives and members of the management board up to a certain
amount (not exceeding 10% of the issued share capital at the time of authorization) (authorized
conditional capital (genehmigtes bedingtes Kapital) pursuant to § 159 para. 3 AktG); and
through a resolution of the shareholders’ meeting authorizing the conversion of free reserves or
profit carried forward into share capital (capital adjustment (Kapitalberichtigung) pursuant to the
Capital Adjustment Act).
Resolutions of the shareholders’ meeting regarding an increase of the share capital of Wiener
Städtische AG must be adopted by a simple majority of the share capital represented in the
shareholders’ meeting, except in the case where the subscription rights of existing shareholders are
being excluded, in which case a majority of at least three-quarters of the share capital represented at
the time of the resolution is required. Resolutions of the shareholders’ meeting regarding authorized or
conditional capital or authorized conditional capital require a majority of at least three-quarters of the
share capital represented in the shareholders’ meeting.
A resolution to decrease the share capital of Wiener Städtische AG requires, except in the case
of certain capital reductions by repurchase of own shares of the company, a majority of at least threequarters
of the share capital represented in the shareholders’ meeting, see § 175 para. 1 AktG.
Changes to the Share Capital
Wiener Städtische AG was founded on December 5, 1991 with share capital of ATS 10,000,000.
By resolution of an extraordinary shareholders’ meeting held on June 25, 1992, the share capital
was increased by ATS 990,000,000 to ATS 1,000,000,000 by issuing 9,900,000 voting bearer shares
with a par value of ATS 100 for each share.
The new shares were subscribed by WST-Versicherungsverein, which contributed its entire
insurance operations as consideration to Wiener Städtische AG under the contribution in kind and
transfer agreement entered into on May 29, 1992, pursuant to § 61a VAG.
By resolution of the extraordinary shareholders’ meeting held on June 25, 1992, the management
board was authorized to increase, until March 31, 1997, the share capital of Wiener Städtische AG by
up to a par value amount of ATS 500,000,000 by issuing up to 5,000,000 shares at a par value of ATS
100 each. Making partial use of this authorization, the management board decided, with the approval
of the supervisory board, on October 5, 1993, to increase the share capital by a par value amount of
ATS 98,680,000 (rounded EUR 7,171,355.28) by issuing 986,800 voting bearer shares with a par
value of ATS 100 each.
By resolution of the ordinary shareholders’ meeting held on June 16, 1994 the authorization of
the management board to issue shares from the remaining the authorized capital in the amount of
ATS 401,320,000 was extended to May 31, 1999. Making further partial use of this authorization, the
management board decided, with the approval of the supervisory board, on September 29, 1994, to
increase the share capital of Wiener Städtische AG by a par value amount of ATS 135,000,000 to
ATS 1,233,680,000 (rounded EUR 89,655,022.06) by issuing 1,350,000 non-voting bearer preference
shares at a par value of ATS 100 each. These non-voting preference shares were listed on the Official
Market of the Vienna Stock Exchange as of October 17, 1994.
By resolution of the ordinary shareholders’ meeting held on June 2, 1999, the share capital in the
amount of ATS 1,233,680,000 has been converted at the rate of exchange determined by the EU
Council of 1:13.7603 to EUR 89,655,022.06. A resolution was also adopted to convert the shares with
a par value of ATS 100 into no-par value shares. Following that, a no-par value share corresponded to
a pro rata amount in the share capital of rounded EUR 7.27.
The ordinary shareholders’ meeting of Wiener Städtische AG held on June 16, 2004, adopted a
resolution to the effect that the number of shares was to be split at a ratio of 1:7. The subdivision of
the share capital therefore changed from 10,986,800 to 76,907,600 voting non-par common bearer
shares and from 1,350,000 to 9,450,000 non-voting no-par value preference bearer shares. There
was no change in the share capital. Since the share split, the pro rata amount of one common share
in the share capital amounts to rounded EUR 1.04.
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