Erste Bank JPMorgan Merrill Lynch International

Neither Austrian law nor the Articles of Association restrict the right of foreign holders of shares
or holders of shares who have their registered offices abroad to own or exercise the voting rights of
their shares of Wiener Städtische AG.
Management Board and Supervisory Board
The management board is responsible for managing the business of the company and represents
the company in transactions with third parties. The management board is bound by Austrian law, the
Articles of Association and its rules of procedure as adopted by the supervisory board. The
supervisory board monitors the management of the company, but is not however authorized to make
management decisions. It is responsible for appointing and removing members of the management
board. The supervisory board is authorized to represent the company in transactions with the
members of the management board. It gives approval in matters for which such approval is required
pursuant to Austrian law or in accordance with the Articles of Association.
Both the members of the management board and of the supervisory board are bound to observe
loyalty and diligence vis-à-vis the company. In exercising their duties both the members of the
management board and of the supervisory board must comply with the duty of diligence of a prudent
and conscientious manager. Both the management board and the supervisory board must take a
many factors into account in their decisions, including the interests of the company, its shareholders,
employees and creditors as well as of the public. The management board must respect the shareholders’
rights to equal treatment and equal information.
Shareholders and other persons must not issue instructions to the management board or to the
supervisory board nor use their influence to cause a member of the management board or of the
supervisory board to act to the detriment of the company or its shareholders. A controlling company
must not cause the company to act to its own or its shareholders’ detriment. A single shareholder or
any other person who, by exercising his influence on the company, causes a member of the
management board or of the supervisory board to act to the detriment of the company or its
shareholders is liable to the company for damages resulting therefrom. In addition, the members of
the management board and of the supervisory board are jointly and severally liable if any of their
actions have violated their duties.
As a rule, shareholders cannot directly claim damages from the members of the management
board or of the supervisory board in the event of a violation of their obligations vis-à-vis the company.
Except for insolvency and tortious claims, only the company has the right to claim damages against
members of the management board or of the supervisory board. However, the company may waive
this right or may agree on a settlement on such a claim if at least 5 years have passed since the
claim came into existence and the shareholders’ meeting agrees to such waiver or settlement with a
simple majority of the votes cast and no group of shareholders holding together at least 20% (in
special cases 5%) of the share capital objects and enters such objection into the minutes.
In accordance with the Articles of Association of Wiener Städtische AG the management board is
composed of four, five or six members to be appointed by the supervisory board; at the present time it
is composed of six members. The members of the management board are appointed for a maximum
term of five years; a re-appointment is, however, admissible. The supervisory board may cancel the
appointment of members of the management board before expiry of the term of office for good cause,
for example in case of a serious violation of the duty of diligence.
In accordance with its Articles of Association, Wiener Städtische AG is represented by two
members of the management board jointly or by one member of the management board together with
a Prokurist. In accordance with statutory restrictions, representation is also possible by two
Prokuristen. Authorization for the entire business to be represented by only one person is not
permitted.
In accordance with the Articles of Association and the rules of procedure of the supervisory board
of Wiener Städtische AG, certain actions of the management board require the approval of the
supervisory board, such as:
Establishment of general principles of the business policies;
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