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of Association of Wiener Städtische AG make the participation in a shareholders’ meeting and the
exercise of the voting right in the shareholders’ meeting conditional on the shares being deposited and
provides for majorities for adopting resolutions which are different from those provided for by the law.
See “– Voting Rights and Shareholders’ Meetings”.
Own Shares
Pursuant to the Austrian Stock Corporation Act, stock corporations are not allowed to purchase
their own shares except in accordance with certain restricted exceptions. Wiener Städtische AG
therefore is allowed to purchase its own shares only in restricted cases:
upon approval of the shareholders’ meeting that is valid for a period not exceeding 30 months
and limited to a total of 10% of the share capital, if the shares are listed on a regulated market
(such as the Official Market of the Vienna Stock Exchange), or if the shares are intended to be
offered to employees, executives and members of the management board or of the supervisory
board of the company or of a company affiliated with it;
in case the shares are acquired for no consideration;
to prevent severe immediately impending damage to the company (up to the maximum of 10%
of the share capital);
by way of universal succession (e.g., by merger);
for the purpose of compensating minority shareholders; and
based on a shareholders’ meeting resolution for share repurchase in accordance with the
provisions for decreases in share capital.
The purchase and sale of shares by Wiener Städtische AG must be made in accordance with the
principle of equal treatment of the shareholders (§ 47a AktG). A purchase or sale by means of a stock
exchange transaction or a public offering meets this requirement. A shareholders’ resolution is
necessary to determine another procedure except in case of an allocation of shares to employees,
key employees and members of the management board or supervisory board of Wiener Städtische
AG or one of its affiliates.
On April 16, 2008, the shareholders’ meeting authorized the acquisition of own shares according
to § 65 para. 1 subpara. 4 and 8 AktG. At the present time Wiener Städtische AG has not acquired
any own shares. Furthermore, the shareholders’ meeting held on April 16, 2008, has authorized the
management board to dispose of the own shares in manner different from a sale by means of a stock
exchange or a public offering, in particular a sale of own shares in the course of the implementation of
employee participation programs.
Voting Rights and Shareholders’ Meetings
Each common share of Wiener Städtische AG gives its holder the right to one vote in the
shareholders’ meetings of Wiener Städtische AG. Voting rights are exercised in proportion to the ratio
of the number of common shares. Shareholders may adopt resolutions in a shareholders’ meeting by
a simple majority of the votes cast or, if a majority of the share capital represented is required for
adopting a measure, by a simple majority of the share capital represented, unless the law or the
Articles of Association require a different majority.
Measures which consequently may be adopted by the shareholders’ meeting of Wiener
Städtische AG with a simple majority of the share capital represented or of the votes cast include,
among others:
Increase of the share capital without simultaneous exclusion of subscription rights;
Issue of convertible or participating bonds as well as participation rights without simultaneous
exclusion of subscription rights;
Election of members of the supervisory board; and
Amendments to the Articles of Association (with the exception of modification of the purpose of
the Company).
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