Erste Bank JPMorgan Merrill Lynch International

The issuance of new shares in an Austrian company is subject to capital transfer tax
(“Gesellschaftsteuer”) at a rate of 1% of the issue price of the new shares, which tax is borne by the
issuing company.
Inheritance and Gift Tax
Resident Shareholders
Pursuant to the Inheritance and Gift Tax Act (“ErbStG”) any gift or transfer of shares by a donor
or deceased individual is subject to inheritance and gift tax at a tax rate based upon the market value
of the shares and upon the relationship of the beneficiary to the deceased or the donor (currently
between 2% and 60%). No tax is levied upon inherited shares if the deceased individual’s shareholding
is below 1%. This exemption, however, does not apply in cases of gifts, which are subject to
gift tax.
The Austrian Constitutional Court recently repealed the constituent statutory definitions of inheritance
tax (§ 1 para. 1 line 1 ErbStG) and gift tax (§ 1 para 1 line 2 ErbStG) as being unconstitutional
and gave the legislature until July 31, 2008, to provide a remedy. Should no appropriate remedy to the
ErbStG satisfying the findings of the Constitutional Court be provided by the legislature before this
deadline, starting as of August 1, 2008, no further inheritance and gift tax relating to the said
constituent statutory definitions will be incurred. Considering the political discussion currently taking
place, it is uncertain whether a substitute act will be provided for the ErbStG.
Non-Resident Shareholders
Only shares held by persons resident in Austria or transferred to heirs or beneficiaries resident in
Austria are subject to inheritance and gift tax.
Refer to the applicable DTA which Austria has entered into with the country of residency of a
shareholder for more detailed information.
Pursuant to the DTA applicable until the end of 2007 regarding gift and inheritance tax between
Austria and Germany, transfers of shares from a deceased German shareholder to his beneficiary are
not subject to Austrian taxation. The same applies under the DTAs between Austria and Switzerland
and the DTA between Austria and the USA. At present, there is no DTA regarding gift and inheritance
tax between Austria and the United Kingdom. However, pursuant to § 48 of the Federal Tax Code
(“Bundesabgabenordnung”), the Federal Ministry of Finance is prepared to grant unilateral relief from
Austrian taxation or credit foreign taxes against Austrian taxes under certain conditions.
In view of the planned abolition of the inheritance and gift tax in Austria—see above—Germany
has terminated the DTA between Austria and Germany with respect to inheritance tax effective the
end of 2007. However, according to information from the Austrian Federal Ministry of Finance,
Germany has consented to an extension of protection under the DTA for the period from January 1,
2008, to July 31, 2008.
United States Federal Income Tax Considerations
This disclosure is limited to the U.S. federal tax issues addressed herein. Additional
issues may exist that are not addressed in this disclosure and that could affect the U.S. federal
tax treatment of the Rights Offering and New Shares. This tax disclosure was written in
connection with the promotion or marketing of the Rights Offering and New Shares by the
Issuer, and it cannot be used by any holder for the purpose of avoiding penalties that may be
asserted against the holder under the Internal Revenue Code of 1986, as amended (the
“Code”). Holders should seek their own advice based on their particular circumstances from
an independent tax adviser.
The following is a discussion of certain U.S. federal income tax consequences of the Rights
Offering and of purchasing, owning and disposing of shares (including New Shares) to U.S. Holders
(as defined below), but it does not purport to be a comprehensive description of all of the tax
considerations that may be relevant to a particular person’s decision to acquire such securities. This
discussion only applies to U.S. Holders that hold the Subscription Rights or shares as capital assets
for U.S. federal income tax purposes. This discussion does not describe all of the U.S. federal income
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