II. SHARE CAPITAL AND SHARES

Article 4

(1) The share capital of the Company amounts to EUR 638,713,556.20 (Euro six hundred and thirty-eight million seven hundred and thirteen thousand and five hundred and fifty five point twenty).
It is divided into 87,856,060 shares.

(2) The share capital is sub-divided into four registered shares and 87,856,056 bearer shares.

(3) The Management Board is authorised according to Section 169 AktG, within three years of the amendment of the Articles of Association being entered in the companies' register, to increase the company's share capital, also in several tranches, by up to 319,356,778.10 euros (three hundred and nineteen million three hundred and fifty six thousand seven hundred and seventy eight euros and ten cents) by cash in return for the issue of up to 43,928,030 no-par bearer shares, observing the statutory subscription right according to Section 153 (6) AktG and to establish with the agreement of the Supervisory Board the issue price and the conditions governing the issue. The Supervisory Board is authorised to adopt amendments to the Articles of Association arising from the issue of shares on the basis of the authorised capital increase.

(4) The share capital will be increased according to Section 159 Subsection 2 No. 1 of the Austrian Stock Corporation Act by up to EUR 317,185,011.00 through the issue of up to 43,629,300 ordinary bearer shares in the company. The conditional capital increase will only be realised, if the bearer of the convertible bonds issued on the basis of the resolution of the Ordinary General Meeting on 13 May 2008 exercise their right to issue or to convert the convertible bonds into ordinary bearer shares. The amount of capital issued and the exchange ratio are to be established in compliance with recognised actuarial methods and the price of the company's ordinary shares in a recognised price fixing procedure (principles governing the calculation of the issue amount); the issue amount shall not be less than the pro rata amount of the share capital. The Management Board is authorised with the approval of the Supervisory Board to determine the other details of the conditional capital increase (in particular the issue price and the scope of the rights inherent in the shares). The Supervisory Board is authorised to adopt amendments to the Articles of Association arising from the issue of shares on the basis of the conditional capital increase.

Article 5

If the event that a resolution to increase the Company’s capital does not state what kind of shares are to be issued, such shares shall be bearer shares.

Article 6

(1) The Management Board shall determine the form and contents of the share certificates, global certificates, control documents, bonds, interest coupons, renewal coupons and stock warrants. The shareholder’s entitlement to securitization of his interest shall be excluded.

(2) Registered shareholders must notify the Company, for recording in the share ledger, in particular, in the case of natural persons, their name, address and date of birth, and in the case of legal entities, their company name, the applicable address for serving documents, if applicable the name of the register and registration number of the legal entity in its country of origin, and in any event the quantity and share numbers of the shares held by same. In order to facilitate communication, electronic addresses and any changes to same are to be stated as well. In the relationship with the Company, registered shareholders shall only be those who are entered as such in the share ledger.

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