V. SHAREHOLDERS’ MEETING

Article 17

(1) The Management Board or the Supervisory Board shall convene a Shareholders’ Meeting annually, which is to take place in the first eight months of each fiscal year (ordinary Shareholders’ Meeting). Extraordinary Shareholders’ Meetings are to be convened as required by the law or the well-being of the Company.

(2) Shareholders’ Meetings shall be held at the Company’s registered office or at one of its domestic branch offices or in an Austrian provincial capital.

(3) The date of convening shall be no later than the 28th day before the ordinary Shareholders’ Meeting, or the 21st day before the Shareholders’ Meeting.

(4) The notice of a Shareholders’ Meeting shall be published in accordance with the provisions of Article 18. If the Company is listed as defined by Article 3 of the Stock Corporation Act, the convening is also to be announced in a form complying with Article 107 para. 3 of the Stock Corporation Act.

Article 18

(1) The entitlement to attend the Shareholders’ Meeting and to exercise the voting right and other shareholder rights assertible within the framework of the Shareholders’ Meeting is determined, in the case of bearer shares, by the share ownership, and in the case of registered shares, by the entry in the share ledger, in each case as of midnight on the tenth day preceding the Shareholders’ Meeting (record date).

(2) For bearer shares deposited with a custodian, evidence of share ownership on the record date shall be furnished simply by way of a deposit receipt according to Article 10a of the Stock Corporation Act, whereas such receipt must be received by the Company no later than on the third working day preceding the Shareholders’ Meeting, at the address stated for this purpose in the notice convening the meeting.

(3) For bearer shares not deposited with a custodian, the necessary evidence shall be furnished simply by way of a written confirmation issued by the Company or an Austrian notary public, whereas the preceding remarks shall apply mutatis mutandis to the receipt of same. Issuing this form of evidence cannot, however, be made subject to the depositing of shares or other disposal restrictions. As regards the content of the confirmation for bearer shares not deposited with a custodian, Article 10a para. 2 of the Stock Corporation Act shall apply mutatis mutandis, excepting the disclosure of the custody account number.

(4) As regards registered shares, only shareholders whose registration in text form is received by the company at the address stated for this purpose in the notice convening the meeting by no later than the third working day preceding the Shareholders’ Meeting shall be entitled to attend the Shareholders’ Meeting.

(5) Deposit receipts shall be accepted exclusively in German or English.

(6) Written notices from shareholders or financial institutions shall likewise be addressed to the Company in German or English.

(7) The Shareholders’ Meeting shall be conducted in German.

(8) If the shareholders are presented with a resolution to be adopted in the Shareholders’ Meeting in a different language, a German version must always be presented as well; for the assessment of the content and validity of the resolution, the German version shall always prevail. The same applies to announcements, reports or other documents of the Company insofar as the validity of a resolution depends on the content of such documents.

Article 19

(1) Each bearer share shall carry one vote.

(2) The right to vote can also be exercised by proxies. The proxy must be granted to a specific person in text form. The proxy form must be sent to the Company, which shall retain or keep a verifiable record of same. Several persons can be granted proxy.

(3) If the shareholder has granted proxy to his custodian financial institution (Article 10a of the Stock Corporation Act), such institution, in addition to issuing a deposit receipt, can simply declare that it has been granted proxy; Article 10a of the Stock Corporation Act shall apply mutatis mutandis.

(4) Proxy forms can also be sent to the Company by an electronic means of communication to be specified by the Company. The particularities concerning the granting of proxies shall be announced together with the convening of the Shareholders’ Meeting.

Article 20

(1) The Shareholders’ Meeting shall be chaired by the Chairman of the Supervisory Board or his deputy. If none of them is present or willing to chair the meeting, then the notary public enlisted to certify the official documents shall arrange for the Shareholders’ Meeting to elect a chairman.

(2) The Chairman of the Shareholders’ Meeting shall preside over the meeting and determine the sequence of the proceedings, the manner in which the voting right is exercised and the procedure for counting votes. He shall be entitled reasonably to restrict the time allowed shareholders to ask questions and speak.

(3) The Company is allowed to make a video and audio record of the Shareholders’ Meeting. The Management Board is further entitled, with the consent of the Supervisory Board, publicly to broadcast the Shareholders’ Meeting.

Article 21

Unless otherwise provided by law, the Shareholders’ Meeting shall adopt resolutions by simple majority of the share capital represented at the time of voting.

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