Erste Bank JPMorgan Merrill Lynch International

Selected Provisions of Czech Capital Market Law
General information
The Czech capital market is regulated by a large number of laws and regulations. The most
important of these are the Czech Capital Market Trading Act (zákon č. 256/2004; Sb. o podnikání na
kapitálovém trhu) and the Czech Act on the Supervision over the Capital Market Area (zákon č. 15/
1998; Sb. o dohledu v oblasti kapitálového trhu). As a result of the integration of the capital market in
the Czech Republic, the Czech Securities Commission ceded all its functions to the Czech National
Bank, which has exercised them since April 1, 2006.
Ad hoc reporting obligation
After the admission of the Shares to trading on the main market of the Prague Stock Exchange,
the Issuer will be required to comply with certain reporting obligations under the Capital Market
Trading Act and the Prague Stock Exchange rules and regulations. Such obligations include: (i) disclosure
and publication of inside information (any information which is not publicly known and which, after
publication, could have a significant influence on the price of or proceeds from the Shares);
(ii) disclosure and publication of any information significant for protection of the investors or proper
functioning of the market; and (iii) disclosure and publication of current information (information
relating to general meetings, such as notice of convening and decisions of such meetings) and
periodic information (e.g., annual, semi-annual and quarterly reports, annual list of published information
about the Issuer).
Such information must be published on the Issuer’s website, and the Czech National Bank must
be notified thereof. The Issuer may postpone publication for good cause, but only if investors are not
deceived as a result of the delay and if the information can be kept secret within the Vienna Insurance
Group. The Czech National Bank must be notified of the delay in the publication of confidential
information, including the reasons for non-disclosure.
Under the Prague Stock Exchange rules and regulations, the Issuer will be required to report
immediately any changes to the structure of the shareholders holding at least 10% of the voting rights
in the Issuer or more, or amounting to 5% if they are known to the Issuer but always after obtaining a
report from the register of shareholders with an indication of parties acting in concert. The Issuer will
be further obliged to ensure simultaneous publication of all information on the Prague Stock Exchange
and any other regulated market where the Shares may be listed.
Changes in Large Shareholdings
Czech law requires ownership of stock in companies that are listed on the Prague Stock
Exchange and whose registered office is in the Czech Republic to be reported. Since the Issuer has
its registered office in Austria, this requirement does not apply to it or its stockholders.
Directors’ Dealings
Persons who are members of the Issuer’s management and their relatives must notify the Czech
National Bank of any transaction involving Issuer’s stock in their own name. This notification requirement
only applies if the aggregate value of these transactions in any given year exceeds EUR 5,000.
The Czech National Bank makes such notifications public.
Insider Trading
The Capital Market Trading Act prohibits insider dealing and market manipulation with respect to
securities admitted to trading on a regulated market in the EEA. Generally, Czech law defines inside
information as any precise information relating to investment or other instrument traded on a regulated
market in an EEA member state, which is not publicly known and which (after its publication) could
significantly affect the price of or proceeds from such instrument. The law defines an insider as any
person which has acquired such inside information in connection with: (i) its employment, profession
or position; (ii) its share in the registered capital or voting rights of the issuer; (iii) fulfillment of its
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