Erste Bank JPMorgan Merrill Lynch International

Acquisition and disposal of investments as well as acquisition, disposal and closing down of
companies and operations, whenever in a particular case the amount of EUR 2,000,000 per
transaction is exceeded;
Acquisition, disposal and encumbrance of real estate if in a particular case the amount of
EUR 2,000,000 for each transaction is exceeded;
Borrowing by means of bonds, loans or credits exceeding EUR 2,000,000 for each particular
case and EUR 5,000,000 altogether in one fiscal year;
Establishment and closure of branch offices;
Investments whose acquisition costs exceed EUR 2,000,000 for each particular case or that are
not contained in the report on investment projects prepared by the management board and
approved by the supervisory board for the respective fiscal year;
Granting loans and credits to the extent they exceed the amount of EUR 5,000,000 in each
particular case;
Taking up or abandoning lines of business;
Establishing principles regarding granting participations in profit or in sales and pension
commitments for executives within the meaning of § 80 para. 1 AktG;
Holding positions as member of the supervisory board of the management board or as
managing director in companies outside of the Group as well as other paid activities by
members of the management board, granting a Prokura (commercial power of attorney) as well
as entering into and terminating employment contracts with holders of a Prokura (Prokurist);
Granting options for shares of the company to employees and executives of the company or
one of its affiliated companies as well as to members of the management board and of the
supervisory board of affiliated companies;
Entering into agreements with members of the supervisory board through which agreements
any such member undertakes to perform a service to the company or to a subsidiary outside of
their activity on the supervisory board in exchange for other than a merely insignificant
payment. This also applies to agreements with companies in which a member of the supervisory
board has a substantial economic interest;
Acquisition of securities, although the supervisory board may authorize the management board
to acquire securities up to a maximum amount within a certain period of time; and
Assuming liability for bonds, loans and credits to the extent in any individual case the amount of
EUR 1,000,000 is exceeded.
In accordance with the Articles of Association the supervisory board is composed of a minimum
of three members elected by the shareholders’ meeting as well a number of members delegated by
the employees’ representation in accordance with the Labor Constitution Act. The shareholders’
meeting may revoke the appointment of any member of the supervisory board elected by it with a
majority of three-quarters of the votes. The central works council may at any time replace any of the
employee representatives delegated by it with a different person. Any member of the supervisory
board elected by the shareholders’ meeting has the right to resign with a four weeks notice by
addressing a letter via registered mail to the chairman of the supervisory board. The supervisory
board convenes at least once in each quarter of a calendar year. For a quorum in the supervisory
board the presence of at least half of its members and in addition the presence of the chairman or his
deputy is required. Unless a different majority is mandatory by law, the supervisory board decides by
a simple majority of the votes cast. In the event of a tie, the vote of the chairman or of his deputy shall
decide.
Members of the management board and of the supervisory board need not hold any shares of
Wiener Städtische AG. For more detailed information regarding the management board and the
supervisory board and their current members, see “Management”.
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