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Erste Bank JPMorgan Merrill Lynch International

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THE PRAGUE STOCK EXCHANGE<br />

The following information about the Prague Stock Exchange (also the “Exchange”) comes from<br />

the Prague Stock Exchange, in particular from the website of the Prague Stock Exchange<br />

(www.pse.cz) and from the website of UNIVYC, a.s. (www.univyc.cz). The website of the Prague<br />

Stock Exchange contains more extensive information about the Prague Stock Exchange and provides<br />

special services such as viewing securities prices and ad hoc notices from listed companies. The<br />

information contained on that web site is not part of this Prospectus. The following discussion of the<br />

provisions of Czech capital market law merely provides a summary of the most important Czech<br />

provisions relating to the acquisition and trading of Wiener Städtische shares. This summary is not an<br />

exhaustive description of all of the provisions of Czech capital market law, and investors should also<br />

consult with their own legal advisors.<br />

The Prague Stock Exchange is operated by Burza cenny´ch papíru˚ Praha, a. s., (“BCPP”) which<br />

is organized in the form of a stock corporation (akciová společnost) pursuant to legislative mandate. In<br />

addition to a securities exchange, BCPP also controls Energetická burza Praha, an operator of an<br />

energy exchange. UNIVYC, a.s. (“UNIVYC”) is a wholly-owned subsidiary of BCPP providing settlement<br />

services for exchange and OTC trading.<br />

The Prague Stock Exchange is supervised by the Czech National <strong>Bank</strong> (Česká národní banka).<br />

Under the National <strong>Bank</strong> Act (zákon č. 6/1993 Sb., o České národní bance), the Czech National <strong>Bank</strong><br />

is responsible for financial market supervision in the Czech Republic.<br />

The main regulator of the capital markets in the Czech Republic used to be the Czech Securities<br />

Commission. Pursuant to Act No. 57/2006 Coll., on the Amendment of Acts in connection with the<br />

Integration of Financial Market Supervision, the Czech Securities Commission ceased to exist on<br />

31 March 2006 and the role of the market regulator was transferred to the Czech National <strong>Bank</strong> (the<br />

central bank of the Czech Republic) as of 1 April 2006.<br />

The Czech National <strong>Bank</strong> has also taken over the activities of the Office for Supervision over<br />

Insurance Companies and Pension Funds, previously established at the Ministry of Finance, and the<br />

activities of the Office for Supervision over Credit Unions. As a result, the Czech National <strong>Bank</strong> now<br />

has the role of an integrated regulator and supervisor in the areas of banking, foreign exchange<br />

regulation, capital markets, insurance, pension funds and credit unions.<br />

In its role as an integrated regulator, the Czech National <strong>Bank</strong> now issues bank licenses,<br />

supervises compliance with applicable laws and regulations by banks and other financial market<br />

professionals, governs Czech monetary policy and issues the respective licenses. It also supervises<br />

insurers, pension funds and credit unions, and performs all the activities of the former Czech<br />

Securities and Exchange. As the market and stock exchange supervisory authority, the Czech<br />

National <strong>Bank</strong> is responsible for monitoring compliance with reporting obligations in respect of financial<br />

instruments subject to mandatory reporting, supervising market participants, investigating and prosecuting<br />

violations of the insider trading ban and the market manipulation ban, ensuring order and<br />

fairness in securities trading, investigating and prosecuting price manipulation, supervising the<br />

Exchange in accordance with the National <strong>Bank</strong> Act, and supervising issuers and stockholders in<br />

respect of their disclosure obligations.<br />

The markets of the Prague Stock Exchange<br />

BCPP organizes the regulated securities market in the Czech Republic. Under the Capital Market<br />

Trading Act (zákon č. 256/2004 Sb., o podnikání na kapitálovém trhu), the regulated market is divided<br />

into two main markets: the Official Market and the Special Market for investment instruments other<br />

than securities (e.g. futures). The Official Market further divides into the Main Market and the Official<br />

Free Market.<br />

In order for a company to have its equity securities admitted to an official market (including the<br />

Prague Stock Exchange main market or official free market), the following principal criteria must<br />

ordinarily, among other, be satisfied: (i) the securities to be admitted must be fully paid and must be<br />

tradable without any restrictions; (ii) the minimum issue value must be at least EUR 1 million; (iii) the<br />

minimum free float must be at least 25%; (iv) the issuer shall have published its financial statements<br />

for at least three preceding years or, if shorter, the period of its existence; and (v) a prospectus<br />

describing the business activities and financial standing of the issuer and approved by the Czech<br />

National <strong>Bank</strong> or the respective EU member state regulator must be published.<br />

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