Erste Bank JPMorgan Merrill Lynch International

Czech languages. The dissemination of ad-hoc information must also include publication via minimum
one of the following electronic information dissemination systems: (i) Reuters, (ii) Bloomberg or
(iii) Dow Jones Newswire. The form, content and type of the publication and the transmission of adhoc
disclosures are regulated by the Disclosure and Reporting Regulation (VMV) of the FMA. At the
same time as the disclosure, the information must also be reported to the FMA and the Vienna Stock
Exchange and disclosed through the information portal of the OeKB (Issuer-Information-Center
Austria). Furthermore, issuers must also provide all ad-hoc (insider) information that must be disclosed
to the public on their website for an appropriate time period of at least six months. Issuers have to
provide an easily distinguishable reference (e.g. a hyperlink) to its publications site.
Material changes with regard to published insider information have to be announced immediately
after occurrence of the changes and have to be identified as such.
Issuers may delay the public disclosure of insider information in order not to prejudice their
legitimate interests, provided that (i) such omission would not be likely to mislead the public and (ii) the
issuer is able to ensure the confidentiality of such information. The issuer is obliged to inform the FMA
without delay of its decision to delay the public disclosure of insider information.
To ensure the confidentiality of insider information, an issuer must control access to such
information. In particular, an issuer must (a) establish effective arrangements to deny access to such
information to persons other than those who require it for the exercise of their functions within the
company; (b) take the necessary measures to ensure that any person with access to such information
acknowledges the legal and regulatory duties entailed and is aware of the sanctions attaching to the
misuse or improper dissemination of such information and (c) have in place measures which allow
immediate public disclosure in case the issuer was not able to ensure the confidentiality of the relevant
information.
A violation of these rules is an administrative offence and is to be fined by the FMA in the amount
of up to EUR 30,000.
Whenever an issuer, or a person acting on its behalf or for its account, discloses any insider
information to any third party in the normal exercise of its employment, profession or duties, complete
and effective public disclosure of that information must be made, simultaneously in the case of an
intentional disclosure and promptly in the case of a non-intentional disclosure. This does not apply if
the person receiving the information is under a duty of confidentiality.
Ownership Interest Reporting
The disclosure of material ownership interests—measured in terms of the proportion of voting
rights—of individual shareholders of a listed company are intended to make transparent to the public
in particular the influence of such shareholders.
Natural or legal persons acquiring or disposing directly or indirectly of an ownership interest in an
issuer whose home member state is Austria, and whose shares are listed on a regulated market, must
notify immediately, at the latest, however, after two trading days the FMA, the Vienna Stock Exchange
and the company whose securities have been acquired or disposed about the interest held, if this
acquisition or disposal results in such shareholder’s voting rights equaling, exceeding or falling below
5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% and 90% of the voting rights of the
relevant company. The share of the voting rights is calculated on the basis of the total number of
voting shares even if the exercise of these voting rights is suspended.
The period of two trading days starts on the day subsequent to the day on which the person
gained knowledge of the acquisition or disposal, or of the possibility of the exercise of the voting rights
or on which, given the circumstances, the person should have gained such knowledge irrespective of
the day on which the acquisition, disposal or the possibility of the exercise of the voting rights
becomes effective or upon attaining, exceeding or falling below the stated thresholds as a result of the
allocation of the voting rights. The notification of the acquisition or the disposal of voting rights must
contain the following details: the number of voting rights after the acquisition or disposal; if applicable,
the chain of the controlled companies via which the voting rights could in fact be exercised; the date
on which the threshold was attained or exceeded and the name of the shareholder even if the
shareholder itself is not entitled to exercise the voting rights and of the person that is entitled to
exercise the voting rights in the name of the shareholder.
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