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Erste Bank JPMorgan Merrill Lynch International

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DIVIDEND POLICY<br />

All Existing Shares of Wiener Städtische AG, including the shares issued in the Offering, carry<br />

the same dividend rights.<br />

Whether dividends will be distributed for any given fiscal year and the particular amount and<br />

timing of the distribution of dividends is subject to a proposal for the distribution of profits by the<br />

Management Board. This proposal is presented to the annual general meeting together with the report<br />

of the Supervisory Board. The annual general meeting may then approve, but cannot increase, the<br />

proposed dividend. Shareholders’ dividends not collected within three years after having become<br />

payable shall be forfeited in favor of the free reserve of Wiener Städtische AG.<br />

In accordance with the Articles of Association of Wiener Städtische AG, the Annual General<br />

Meeting takes place within six months after conclusion of the foregoing fiscal year.<br />

The balance sheet profit to be distributed among the shareholders will be distributed pro rata<br />

based on the number of shares held. Equity contributions paid up during a fiscal year shall be taken<br />

into account for profit distribution in relation to the period of time elapsed since the payment was<br />

effected. When new shares are issued, a different dividend right may be fixed. The New Shares will<br />

have dividend rights with respect to fiscal years begining on or after January 1, 2008.<br />

Future distributions of dividends by Wiener Städtische AG will depend on its profitability, its<br />

financial condition and on other factors, including its cash requirements, future prospects as well as<br />

tax, regulatory and other legal conditions.<br />

As one of its medium- and short-term financial objectives, the Vienna Insurance Group management<br />

aims for a dividend distribution quota of at least 30% of the Group profits (Konzernüberschuss).<br />

Whether Wiener Städtische AG will be in a position to distribute dividends depends on the nonconsolidated<br />

(i.e. stand-alone) financial statements of Wiener Städtische AG prepared in accordance<br />

with Austrian GAAP, in particular as laid out in the UGB (the Austrian Business Code, Unternehmensgesetzbuch)<br />

and the AktG (the Austrian Stock Corporation Act, Aktiengesetz). Generally, dividends<br />

may only be determined by reference to and paid out of the annual net profits for the year as shown<br />

in the approved stand-alone annual financial statements. In determining the amount available for<br />

distribution, the annual net profits have to be adjusted for reductions of or allocations to capital<br />

reserves during the year. Certain statutory allocations to the capital reserves have to be made<br />

decreasing the balance sheet profits available for distribution. The annual profit determined accordingly<br />

has to be increased or decreased, as the case may be, by profit or loss carry forwards of the<br />

preceding year. In addition, the applicable rules of the UGB provide for restrictions on distributions for<br />

business years in which expenses for launching or expanding a business operation or tax assets are<br />

shown on the assets side of the balance sheet: a profit distribution is only allowed to the extent by<br />

which the amount of the free capital reserve relating to the balance sheet position plus a profit carry<br />

forward (or minus a loss carry forward) is at least equal to the amount shown on the asset side of the<br />

balance sheet. The restrictions on distribution and other legislation with an impact on the amount of<br />

distributable profits may be amended by the legislator in the future.<br />

There is no guarantee that Wiener Städtische AG will in the future have distributable balance<br />

sheet net profits or reserves from which each year annual dividends can be paid in accordance with<br />

the dividend policy as described above. Even if Wiener Städtische AG has a distributable balance<br />

sheet profit, it cannot be guaranteed that dividends will be actually paid.<br />

The following table sets forth the dividends per share paid by Wiener Städtische AG over the last<br />

several years. No inferences as to the amount of future dividends from dividends can be drawn paid in<br />

the past.<br />

Dividend distributed<br />

EUR per common share<br />

For fiscal year ended December 31,<br />

2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.10<br />

2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.82<br />

2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.66<br />

42

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