Erste Bank JPMorgan Merrill Lynch International

After the capital increase resolved on April 20, 2008, the share capital of Wiener Städtische AG
will amount to EUR 163,513,876.89, subdivided into 157,500,000 common bearer shares.
Conditional Capital pursuant to §§ 159 ff AktG
The shareholders’ meeting held on April 16, 2008, authorized the management board to issue,
with the consent of the supervisory board, until April 15, 2013, in one or more than one stages bearer
convertible bonds with a total par value amount of up to EUR 2,000,000,000 and to grant the holders
of convertible bonds conversion rights for up to 30,000,000 common bearer shares of the company in
accordance with convertible bond terms and conditions yet to be established by the management
board.
For this purpose the share capital has been conditionally increased pursuant to § 159 para. 2 line
1 AktG by up to EUR 31,145,500.36 by issuing up to 30,000,000 common bearer shares (conditional
capital). The conditional capital increase will only be effected to the extent that holders of convertible
bonds issued on the basis of the resolution of the shareholders’ meeting held on April 16, 2008, make
use of the subscription or conversion right granted to them. At the present time Wiener Städtische AG
has not issued any convertible bonds.
Non-Voting Preference Shares
Wiener Städtische AG presently has not issued any non-voting preference shares.
Pursuant to § 4 para. 4 of the Articles of Association, Wiener Städtische AG is authorized to
provide for the issue of new preference shares with equal rights in the course of capital increases and
resolutions allowing for additional authorized capital, without requiring the consent of the holders of
preference shares.
Issue of Shares not Representing the Capital
Wiener Städtische AG has not issued any shares not representing the capital.
At the end of 2004, Wiener Städtische AG issued a supplementary capital bond (Ergänzungskapitalanleihe).
The bond was issued in two tranches, a fixed period supplementary capital bond with a
term of 2005 – 2022 and an issue size of EUR 180,000,000 (first tranche) and a variable perpetual
supplementary capital bond with an issue size of EUR 120,000,000 (second tranche).
The first tranche carries for the first twelve months a coupon of 4.625% per annum, and after that
a coupon corresponding to the six-month Euribor plus 1.9% per annum. The second tranche carries
for the first year a coupon of 4.25% p.a., and for the subsequent eleven years a coupon equal to the
variable CMS rate of interest (“EUR-ISDA-EURIBOR Swap Rate 11:00”, term 10 years) plus 0.085%
p.a., however at least 2% p.a., and starting with the 13th year a coupon equal to the 6-month Euribor
plus 2.02% p.a.
Securities Carrying a Right to Conversion into or Subscription of Shares
Wiener Städtische AG has not issued any securities carrying conversion rights into or subscription
rights for shares. Regarding the authorization of the management board to issue convertible bonds for
a total amount of up to EUR 2,000,000,000 and regarding conditional capital for servicing these
convertible bonds, see “– Conditional Capital Pursuant to §§ 159 ff AktG”.
Terms and Conditions of the Articles of Association
The Austrian Stock Corporation Act contains provisions which are intended to restrict the
possibility of impairing the rights of an individual shareholder. In particular all shareholders, in general,
must be treated equally, except if the affected shareholders have agreed to unequal treatment. Also,
measures interfering with shareholders’ rights require, as a rule, a resolution of the shareholders’
meeting, e.g. capital increases or the exclusion of subscription rights.
The Articles of Association of Wiener Städtische AG do not contain any conditions regarding
changes in the capital or in the rights of different classes of shares or conditions regarding the
exercise of shareholder rights, which are more stringent than the statutory provisions. The Articles of
Association of Wiener Städtische AG also, in principle, do not allow for any interference with
shareholder rights under less stringent conditions than the statutory provisions. However, the Articles
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