38
MARKET PROFILE AUSTRIA WITHOUT RESPONSIBILITY OR OBLIGATION ON THE PART OF UNICREDIT BANK AUSTRIA AG February 2011

MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

  • Upload
    others

  • View
    0

  • Download
    0

Embed Size (px)

Citation preview

Page 1: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

MARKET PROFILE

AUSTRIA

WITHOUT RESPONSIBILITY OR OBLIGATION

ON THE PART OF UNICREDIT BANK AUSTRIA AG February 2011

Page 2: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

2 |

CONTENTS

1. INTRODUCTION 4 1.1. Market Summary 4

1.2. Compliance G30 Recommendations 4

2. MARKET OVERVIEW 5 2.1 EU and Monetary Union 5

2.2 Key Economic Indicators 5

2.3 Ratings 6

2.4 Main Figures of the Stock Market 6

3. MARKET PARTICIPANTS 7 3.1. Stock Exchange/Vienna Stock Exchange – Wiener Börse 7

3.2. The Central Securities Depository – OeKB 11

3.3. Central Counterparty Austria – CCP.A 12

4. CAPITAL MARKET 15 4.1. Austrian Indices 15

4.2. Instruments/Types of Securities (available for foreign investors) 16

5. REGULATORY BODIES AND MARKET REGULATIONS 17 5.1. Regulatory Bodies 17

5.2. Market Regulations 18

6. PAYMENT SYSTEM 19 6.1. TARGET and TARGET2 19

6.2. Austrian Component of TARGET2 20

7. CLEARING AND SETTLEMENT 21 7.1 Settlement of VSE Trades 21

7.2 OTC Settlement 21

7.3 Settlement Protection Mechanisms 22

7.4 Investor Protection 23

8. SECURITIES LENDING 25

9. ENTITLEMENTS 26 9.1. Dividend payments 26

9.2. Interest/Maturity payments 26

10. CORPORATE ACTIONS 27 10.1. Market Characteristics 27

10.2. Registration of Securities 27

Page 3: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

3 |

10.3. Proxy Voting 27

11. TAXATION 29 11.1. Withholding Tax 29

11.2. Document Requirements for Dividend Payment 29

11.3. Capital Gain Tax 30

11.4. Double Tax Treaties 31

12.DISCLOSURE REQUIREMENTS 32 12.1. Disclosure Obligations of Issuers 32

12.2. Disclosure Obligations of Investors 32

13. ACCOUNT MANAGEMENT 34 13.1. Securities Account Structure 34

13.2. Cash Account Structure 34

13.3. Account Opening Requirements 34

13.4. Usage of IBAN Number 34

14. PRACTICAL INFORMATION 35 14.1. Local Bank and Trading Holidays 35

15. UNICREDIT GROUP OVERVIEW 36 15.1. UniCredit Group’s Long-term Strategy in the Custody Area 36

YOUR CONTACTS 37

DISCLAIMER 38

Page 4: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

4 |

1. INTRODUCTION

1.1 Market Summary

Exchange

Wiener Börse / Vienna Stock Exchange

Settlement Agent

Oesterreichische Kontrollbank AG (OeKB) - CSD

SWIFT – OEKOATWW

Regulatory Bodies

Austrian Financial Market Authority (FMA)

Ministry of Finance

Currency

Euro (EUR)

Local Time

CET

1.2 Compliance G 30 Recommendations

Trade comparison by T+1 for direct market participants Yes

Trade comparison for indirect participants Yes

Central Securities Depository Yes

Trade Netting System Yes

Delivery vs. Payment Yes

Same day funds Yes

Rolling settlement T+3 Yes

Page 5: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

5 |

2. MARKET OVERVIEW

2.1 EU and Monetary Union

Austria officially entered the European Union on 1 January 1995

Adoption of the EUR on 1 January 1999

2.2 Key Economic Indicators

Economic Forecasts for Austria (percentage change over previous year) 2009 2ExEcon

0101 20111

2008 2009 20101 2011

1

GDP (real) 2.2 -3.9 1.3 1.4

GDP (nominal) 4.1 -3.1 2.5 3.4

Private consumption (real) 0.5 1.3 1.0 1.0

Investment in machinery & equipment (real) 0.3 -14.6 -3.8 4.4

Exports of goods & services (real) 1.6 -6.0 -2.3 0.0

Imports of goods & services (real) -1.0 -14.5 3.1 3.9

Consumer prices 3.2 0.5 1.8 2.0

Public Sector:

Budget (in % of GDP) -0.4 -3.4 -5.0 4.1

Debt (in % of GDP) 62.4 67.1 69.3 71.2

Unemployment rate in % (Eurostat) 3.8 4.8 4.6 4.6

Unemployment rate in % (Statistik Austria)2 5.8 7.2 7.0 7.0

1Forecast

2National definition

Key Indicators for Austria (selected key economic indicators) 2009 2ExEcon

0101 20111

2006 2007 2008 2009

In EUR

Per capita GDO (nominal) 31,078 32,769 33,957 32,802

GDP per employed person (nominal) 62,817 65,373 66,560 65,050

GDP per employed person (real), % change over previous year

2.1 2.0 0.0 -3.1

Per capita income per employed person1

gross 2,736 2,822 2,913 --

net 1,906 1,966 2,019 --

Share in percent

Employment rate2 70.2 71.4 72.1 71.6

Consumption ratio3 54.1 52.9 52.3 54.3

Investment ratio4 22.3 23.2 23.2 21.3

Import ratio (narrower sense)5 41.3 43.3 43.1 36.2

Import ratio (broader sense)6 51.7 53.6 53.4 46.0

Export ratio (narrower sense)7 41.1 43.6 42.9 35.4

Export ratio (broader sense)8 56.8 59.3 59.2 50.5

Current account balance ratio9 2.8 3.5 3.3 2.3

Health ratio10

9.0 9.0 9.2 --

Tax & SIC ratio11

43.5 43.8 44.4 44.0

Page 6: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

6 |

Savings ratio12

10.8 11.3 12.0 11.0

Wage ratio13

63.8 64.0 64.1 66.1

Research ratio14

2.5 2.6 2.7 2.7

Unemployment rate (Eurostat) 4.8 4.4 3.8 4.8

1 Full-time equivalents, one-twelfth of annual income 2 Share of employed persons aged 15 to 64 in the total population of the same age group 3 Private consumption as a % of GDP 4 Gross fixed capital formation as a % of GDP 5 Imports of goods as a % of GDP 6 Imports of goods and services as a % of GDP 7 Exports of goods as a % of GDP 8 Exports of goods and services as a % of GDP 9 Current account balances as a % of GDP 10 Health expenditure pursuant to the System of Health Accounts (OECD) as a % of GDP 11 Share of tax revenues & actual social insurance contributions (SICs) plus imputed SICs less unrecoverable taxes and SICs as % of GDP 12 Private household savings as a % of disposable income and the increase in claims to company pensions. According to ESA 79 before 1995 13 Share of employee compensation as % of national income minus levies on production less subsidies, adjusted for the shifts of the share of salaried employees to gainfully active persons compared to the basis year 1976 14 Expenditure on scientific research and experimental development as a % of GDP.

2.3 Ratings

Long term foreign currency rating of Austria

Standards & Poor's Moody's

AAA Aaa

2.4 Main Figures of the Stock Market

Stock Exchange OTC market

Market Capitalisation (in EUR) EUR 115.72 bn (31 December 2010)

N/A

Average Daily Trading Turnover EUR 305 mn (2010)

N/A

Most actively traded equities Erste Bank, OMV, Voestalpine, Raiffeisen Bank International N/A

Page 7: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

7 |

3. MARKET PARTICIPANTS

3.1 Stock Exchange/Vienna Stock Exchange – Wiener Börse

Name Wiener Börse (VSE)

Address Wallnerstraße 8 A-1014 Vienna

http://www.wienerborse.at

Date of establishment 1771

Ownership structure VSE is a public limited company, 50% by Austrian banks and 50% by Austrian listed companies

Participants Brokers, Dealers, Investment Banks

Trading hours Equities: 8.30 a.m. – 5.45 p.m. (CET)

Bonds: 8.30 a.m. – 4.00 p.m.

Derivatives: 9.00 a.m. – 5.30 p.m.

Trading methods Investors' orders are entered into the electronic order book by the Remote Member or responsible dealer. The system automatically checks whether a matching order is available on the opposite side of the order book and the order can be executed.

Settlement cycle T+3 for equities & debt securities

System support Real-time electronic trading: Cash Market – XETRA® Warrants and Derivatives – OMEX

International relations VSE is a member of:

Federation of European Stock Exchanges (FESE) and

International Securities Markets Association (ISMA).

Federation of International Stock Exchanges (FIBV),

International Organisation of Securities Commissions (IOSCO)

VSE shareholders with a share greater than 5%

Shareholder % of ownership

UniCredit Bank Austria AG 13.2093

Erste Bank AG 10.6481

Wiener Staedtische Versicherung AG 7.7869

Raiffeisen Zentralbank 6.8867

Osterreichische Kontrollbank AG 6.6046

Uniqua Versicherung 6.0491

History and current structure of the VSE

Wiener Börse was founded in 1771 by Empress Maria Theresia and is run as a private sector financial

services company today that plays a central role in the Austrian capital market.

Wiener Börse – Austria's only securities exchange – is a 100% subsidiary of the CEE Stock Exchange Group

(CEESEG). CEESEG was initiated by the Vienna Stock Exchange in September 2009 and is the largest

exchange group in Central and Eastern Europe, including the four member exchanges Austria, Budapest,

Ljubljana and Prague. It is the defined target of the stock exchange group to further develop and strengthen

the capital markets of their member exchanges as a whole while the operational business is managed by the

different member exchanges for themselves.

Page 8: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

8 |

CEESEG is owned by Austrian banks and Austrian listed companies. It operates an innovative derivatives

market in addition to the traditional cash market (equity market, bond market) and also has a separate

segment for structured products.

Wiener Börse has been continually expanding its range of services and fine-tuning these to meet the needs

of a modern capital market. The Wiener Börse Information department supplies professionally compiled real-

time price data and market depth data to data vendors and private investors. As a special service,

Wiener Börse computes and disseminates 24 stock indices in real time, which have become established as

benchmarks for the Austrian and Central and Eastern European markets.

Market segmentation of the VSE

Source:http://www.wienerborse.at

Wiener Börse's Strategy for the Future

Strengthening the home market

In the past, Wiener Börse has always acted as an intermediary for market participants with the

objective of promoting the development of the Austrian capital market. It provides the complete

technical and organisational infrastructure for smooth trading and the clearing of exchange trades, and

its ongoing information and communications work contributes to the steady growth of supply and

demand. This means acquiring potential investors and issuers, and motivating existing market

participants to a greater commitment to the Austrian market.

Strengthening and developing the Central European capital market

In the past years, Austria's corporate and banking sectors have taken advantage of the opportunities

created by the opening up of the East by showing amazing entrepreneurial spirit. The growing regional

integration of the Central European economic area is a sound reason for intensifying cooperation

among the national exchanges. Closer cooperation with other Central European exchange is Wiener

Börse's foremost objective.

The first step towards creating a Central European stock exchange alliance was the acquisition of

68.8% of the Budapest Stock Exchange (BSE) by a group of Austrian banks and Wiener Börse in May

2004. Vienna and Budapest form a solid basis that could serve as the starting point for the entire

Central European region. In June 2009 Wiener Börse bought 81.01% share in the Ljubljana Stock

Exchange, followed by an acquisition of 92.4% in Prague Stock Exchange. As mentioned above, these

four exchanges have then been combined to the CEE SEG.

Page 9: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

9 |

Cooperation among exchanges opens the way for companies in the region to obtain risk-adequate

financing and thus contribute to stronger economic growth, higher employment and growing prosperity.

The capital markets of the region boast an enormous potential.

Trading at the Wiener Börse

Cash Market

Since 5 November 1999 Austrian Stocks, other Equities and Bonds are traded through XETRA®

(Exchange Electronic Trading), the trading system of Deutsche Börse. The XETRA® market model

for Vienna supports continuous trading with several auctions as well as trading with only one auction

per trading session.

Routing orders through the XETRA® Trading System

XETRA® Trading at Wiener Börse is open only to institutions admitted to trading on the exchange,

such as banks, and their representatives (dealers). Investors' orders are entered into the XETRA®

electronic order book by the responsible dealer. The system automatically checks whether a

matching order is available on the opposite side of the order book and the order can be executed. If

none match, the order is entered into the order book (except in the case of "fill-or-kill" and

"immediate-or-cancel" orders).

Auction

With auctions, the liquidity available in a security is concentrated at a specific point in time. An

auction consists of the call phase, the price determination phase and the order book balancing

phase. Prices are determined according to the principle of executing as many orders as possible.

The auction price is the price at which the largest volume of orders can be executed and the fewest

are left unfilled. In stock trading, the order book is open during the call phase. An indicative price or

the best buy/sell limit is quoted to inform market participants of the market situation. An auction

schedule is published to announce the times when specific securities are called.

Continuous Trading

Continuous trading starts after the end of the opening auction. In XETRA®, each order is first

entered into an electronic order book in which buy and sell orders are displayed opposite each other.

In continuous trading, the order book is open, showing aggregate order volumes along with

applicable limits. As soon as buy and sell orders are matched, they are executed automatically by

the system.

The advantage of continuous trading is that trades can be concluded at any time without the need to

wait for an auction. The market makers and specialists at Wiener Börse guarantee that firm buy and

sell quotes are entered into the system continuously thus are increasing the liquidity of the market.

Certificates and Warrants Market

Certificates and warrants are also traded on the Xetra platform with the trading procedure

“continuous auction” if the issuer as a member ensures that the liquidity of trading is given and high

price volatility can be avoided by means of liquidity provision by him. Otherwise the trading

procedure of a single, intraday “auction” is also available.

Page 10: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

10 |

Binding buy and sell prices are quoted by the issuers although this may also be done by other

trading participants. Market orders and limit orders are possible, while execution conditions as well

as trading restrictions are not allowed in this market model. Trading is anonymous and the order

book is open. If no transaction is concluded, Wiener Börse determines the price according to a

predefined set of rules.

Derivatives Market

The trading platform for derivatives is Eurex.

This segment is divided into the one for Austrian derivatives including futures and options and

another one for CEE derivatives where futures on different indices are available.

Trading of derivatives is anonymous and continuously and starts with the opening, the order book is

closed in this trading form (best bid/ask or indicative price). All order sizes can be traded via the

Eurex trading system.

Traders are entering their orders and quotes into the system and these are then forwarded to the

backend that processes the orders according to the assigned attributes (time priority). In every

phase of the transactions participants receive information of the status of the orders and the quotes

entered. As soon as the entry is accepted and entered into the order book, the participant receives

an order or quote confirmation first and another confirmation upon execution.

The Eurex trading system offers six different types of orders: Market Orders, Limit Orders, Stop

Orders, One-Cancel-the-other Order (OCO), Quotes and Combinations (of maturities).

Remote Membership at VSE

In order for an institution to participate in trading on Wiener Börse in the derivatives and cash markets,

it is necessary for it to become a member of Wiener Börse and to have the required technical and

human resources. The amendment of the Stock Exchange Act that took effect in August 1999 opened

membership to the following institutions:

- Credit institutions from EEA Member States or domiciled in third countries

- Investment firms from the EEA and recognised investment firms domiciled in third countries

- Local firms from EEA Member States and enterprises domiciled in third countries

A prerequisite for companies who wish to become members of Wiener Börse is a confirmation

stating that the applicant is authorised to carry on the business of providing investment services in

its home country and has been admitted as a member to a regulated market there in addition to

being supervised by the competent authority. In the case of companies domiciled in third countries,

fulfilments of the admission requirements are examined individually.

Types of membership possible on the cash and derivatives markets:

- General Clearing Member (GCM)

- Direct Clearing Member (DCM)

- Non Clearing Member (NCM)

- Clearing Agent

- Indirect Clearing Member via Clearing Agent

Page 11: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

11 |

General Clearing Members (GCM)

Authorised to settle transactions for their own account and for customers as well as the transactions

of other members (NCM) under the condition that a clearing agreement with such member has been

concluded.

Direct Clearing Members (DCM)

Authorised to settle transactions for their own account and for customers.

Non Clearing Members (NCM)

Have access to the trading system, but are not admitted as clearing members.

Clearing Agents

Obliged to settle the trades of Indirect Clearing Members for which they have assumed commitments

for their own account. The Clearing Agent commits itself to fulfil the trades of its client (Indirect

Clearing Member) under the settlement and clearing system only to the extent that it has been put

into a position to do so by said client.

Indirect Clearing Members

Clients of a Clearing Agent; are obliged to ensure that the Clearing Agent will be in a position to

meet its obligations under the settlement and clearing system.

OTC Trading

OTC trading is taking place over the telephone. Deals are settled on a bilateral basis. Settlement

details shall be agreed by the contracting parties, cycle usually T+3.

3.2 The Central Securities Depository – OeKB

Name OeKB – Oesterreichische Kontrollbank AG

Address Am Hof 4; Strauchgasse 1 – 3 A-1011 Vienna

Strauchgasse 1 – 3 A-1011 Vienna

http://www.oekb.at/control/index.html?lang=en

Date of establishment 1946

Ownership structure

Joint Stock Company

http://www.oekb.at/control/index.html?id=25169

Balance Sheet EUR 27.5 mn

Annual Profit EUR 18 mn

Accounts held at OeKB

OeKB opens both settlement securities custody account and an exchange cash account for the BSE members and the section member banks while a settlement securities account for the custodians.

Issuers are only allowed to open a securities custody account and keep their own securities directly at OeKB.

Working hours 8.00 a.m.- 6.00 p.m.

Eligible instruments

Austrian government bonds, corporate bonds, T-bills, equities and investment fund notes are all safekept at OeKB. Securities are held in immobilised form, i.e. one global certificate per ISIN is held at OeKB. Settlement is performed via book-entry.

Page 12: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

12 |

Settlement System OTC

Direct Settlement System DS-ADVANCED (as of 23 January 2006):

Fully electronically and real-time!

International relations

OeKB is a member of:

European Central Securities Depositories and Clearing Houses Associat ion (ECSDA) and

Association of National Numbering Agencies (ANNA)

Functions of the CSD

OeKB acts as the Central Securities Depository and provides the following services:

Securities account management (safekeeping of securities)

Book entry operations

Issuing securities codes (ISIN)

Maintaining central securities database function and registering immobilised securities

Corporate action management and registry services for Issuers (on a profit basis)

OEKB also provides cross-border settlement services and keeps the registry book for several issues

(on a profit basis)

It also provides settlement/clearing services, so it performs the following activities:

Settlement of securities transactions concluded on the OTC market

3.3 Central Counterparty Austria – CCP.A

Name CCP.A Clearing Agency

Address Strauchgasse 1 – 3

A-1010 Vienna

Date of establishment 2004

Ownership structure

CCP.A is a public company

Wiener Börse (VSE) and Österreichische Kontrollbank (OeKB) own CCP Austria. Each holds a stake of 50% in CCP.A

Accounts held at OeKB

Working hours 8.00 a.m. – 5.00 p.m.

Method of Trading Settlement is done fully electronically through the reliable clearing system SICS (Settlement Information Clearing System).

Function The company acts as the Central Counterparty for all trades executed on Wiener Börse (cash and derivatives market). The company launched operations on 31 January 2005.

Services offered by CCP Austria

The clearing of security trades is the process of sending, netting and recording payments and securities

instructions for the purpose of calculating the final positions and sending these to the clearing bank.

Oesterreichische Kontrollbank (OeKB) has been instructed with the tasks of the clearing bank. The

clearing bank is responsible for the settlement of instructions.

Page 13: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

13 |

CCP Austria is responsible for clearing and settlement on all market segments of Wiener Börse:

Equity market (stocks), bond market (bonds), derivatives market (derivatives), structured products and

other securities.

Margin calculation

Stock exchange members who take part as participating clearing members in the clearing system of

CCP must deposit collateral with OeKB as the clearing bank for securing the clearing risk. The collateral

requirements are calculated on the basis of the balance of open trades and risk factors (margin

calculation).

Clearing Fund

Each participating clearing member is obligated to deposit the clearing collateral and, in addition, to

contribute the specified amount to the clearing fund maintained by CCP.A. The exact amount is specified

in the Rules and Regulations.

GCMs 5,000,000 EUR and for

DCMs 1,000,000 EUR.

These amounts are only applicable for such members also acting on the Derivatives Market and

are reduced to

GCMs 250,000 EUR and

DCMs 50,000 EUR,

in case the member clears and settles only exchange transactions in securities (cash market).

The specified amount must be supplied to the CCP.A in the form of a euro cash deposit or a bank

guarantee, and shall serve exclusively to cover open liabilities in the event of default that cannot be

covered fully by the own clearing collateral or the amount contributed to the clearing fund by the

defaulting party.

Accepted collateral in detail

Cash in EUR

Bonds that meet the following conditions:

- Single-list bond

- Admitted to trading at a recognised exchange within the EURO currency area according to §

2 (32)

of the Austrian Banking Act

- Quoted in EURO

- Expiration time at least of one year

- No own issues and no issues of companies with which the Clearing Member is affiliated

(CCP.A Clearing Rules § 49 (6))

Shares that are admitted to the Official Market and the Semi-official Market of Wiener Börse and

are in the continuous trading segment. No own issues and no issues of companies with which the

Clearing Member is affiliated;

Page 14: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

14 |

Bank guarantees shall have to correspond to CCP.A's standard guarantee with respect to content

and form. They shall have to be issued by an EEA credit institution with an approved rating, with

which the Clearing Member is not affiliated and must not be issued mutually by two Clearing

Members

for each other.

Page 15: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

15 |

4. CAPITAL MARKET OVERVIEW

4.1 Austrian Indices

http://www.indices.cc/cms/6

The ATX (Austrian Traded Index) comprises the blue chips of Wiener Börse and has been designed as

underlying reference for futures and options. The ATX contains the most actively traded and highly

capitalised stocks on the prime market segment. The ATX Prime is designed as an all-share index and

consists of all securities traded in the prime market segment. As the direct successor to the ATX50,

the ATX Prime serves as a benchmark for institutional investors.

The ATX Prime is a capitalization-weighted price index, comprising all stocks listed in the Prime Market of

the Vienna Stock Exchange. It has been designed as a broad-based index for stocks listed on Wiener

Börse with a sufficient capitalization and which meet more stringent transparency and disclosure criteria.

The ATX five is a capitalisation weighted price index, which consists of the five shares with the highest

weighting in the ATX. The inclusion in the ATX five or the removal from the ATX five is decided on basis of

the index capitalisation in the ATX.

The IATX (Austrian Real Estate Securities Index) is the index of the most significant Austrian real estate

securities.

The WBI (Wiener Börse Index) contains all shares listed on the Official Market and the Semi-Official

Market. The WBI as overall index reflects movements on the Austrian stock market as a whole.

Page 16: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

16 |

4.2 Instruments/Types of Securities (available for foreign investors)

Securities Bearer/ registered

Where traded Tradable lot size

Minimal denomination

Settlement location

Settlement period

Other

Equities Bearer VSE and OTC 1 piece CCP.A and OeKB

VSE: T+3, OTC: varies

Categories: Ordinary shares, preference shares, employees shares and interest bearing shares

Government bonds

Bearer VSE and OTC EUR 100 EUR 0.01 OEKB and OTC

VSE: T+3, OTC: varies

Calculation is daily (on actual/actual method) basis: 365 days (pays interest annually or semi-annually)

Corporate bonds

Bearer VSE and OTC 1 piece varies OEKB and OTC

VSE: T+3, OTC: varies

Interest calculation is daily, 365 days based

Other instruments

OEKB and OTC

varies Bonds of International Institutions, Municipal Bonds, Mortgage Bonds, Investment Funds, Compensation notes,

Derivatives N/A VSE N/A N/A OEKB N/A Products:

Futures ATX/ CECE futures deals Equity futures Other futures

Options:

ATX/ CECE Currency options Other options

Money Market Instrument

Discount treasury

Interest bearing treasury bills

Certificate of Deposit (a bank-issued security with a fixed interest rate and a minimum face value)

REPO

Identification of securities

To comply with international securities numbering standards, an ISIN Code has been allocated

for all tradable Austrian securities.

Page 17: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

17 |

5. REGULATORY BODIES AND MARKET REGULATIONS

5.1 Regulatory Bodies

On 1 April 2002, the Austrian Financial Market Authority (FMA) assumed its powers and responsibilities under

the Financial Market Supervision Act (FMABG).

All supervisory tasks and resources are transferred from the Federal Ministry of Finance (banking, insurance and

pension funds) and the Austrian Securities Authority – "Bundes-Wertpapier-Aufsicht" (securities supervision) to

the new supervisory body. The reform has established the FMA as an institution under public law, and its

independence is secured by constitutional provision.

The FMA is now the single statutory supervisory body directly responsible for banking, insurance and pension

funds, securities and stock exchange supervision.

Please find hereafter a graph giving you an overview of the structure of the Austrian Financial Market Supervision:

FMA Austrian Financial Market Authority

Banking

Supervisory

Authority

(part of the Ministry of

Finance § 69 BWG)

State

Commisioners

(execut. Arm § 76

BWG)

Stock Exchange

Commissioners

(execut. Arm § 46

BoerseG)

Austrian Securities

Authority

(independent public

body with penal

authority WAG)

Banks

BWG

(AktG.)

OeKB

BWG, AktG, DepG,

Central Depository

(WSB)

Shareholders:

Banks

Unit Trusts

(AktG. InvG)

Secs Firms

(BWG)

Stock Exchange

(AktG, Boerse AG)

Cash & Forward Market

Börse und ÖTOB

Shareholders: Listed

companies Bank

FMA Austrian Financial Market Authority

Banking

Supervisory

Authority

(part of the Ministry of

Finance § 69 BWG)

State

Commisioners

(execut. Arm § 76

BWG)

Stock Exchange

Commissioners

(execut. Arm § 46

BoerseG)

Austrian Securities

Authority

(independent public

body with penal

authority WAG)

Banks

BWG

(AktG.)

OeKB

BWG, AktG, DepG,

Central Depository

(WSB)

Shareholders:

Banks

Unit Trusts

(AktG. InvG)

Secs Firms

(BWG)

Stock Exchange

(AktG, Boerse AG)

Cash & Forward Market

Börse und ÖTOB

Shareholders: Listed

companies Bank

Page 18: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

18 |

5.2 Market Regulations

Regulating laws (incl. abbreviation of the resp. Austrian Act)

Activities & businesses regulated by applicable law

Constitutional Law (B-VG) Covers all areas influenced by public law

Civil Law (ABGB) Covers all areas influenced by civil law & all areas of banking business

Banking Act (BWG) Covers and regulates Capital Market Transactions, Insider Rules, etc.

Stock Exchange Law (BoerseG) Covers listing procedures and requirements & disclosure requirements

Stock Corporation Act (AktG) Covers and regulates stock corporations

Capital Market Act (KMG) Covers and regulates the offer and issuance of securities

Secs. Supervisory Act (WAG) Regulations referring to supervision of trading and of insider trading, permission and relicensing of securities firms and investment advisers.

Law of Deposit (DepotG) Covers rules and conditions of safekeeping of securities

Investment Fund Law (InvFG) Covers rules and conditions of investment funds and investing

General Business Conditions of the Austrian Credit Institutions (AGB)

Cover rules and conditions of Austrian Banks and their business

Page 19: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

19 |

6. PAYMENT SYSTEM

6.1 TARGET and TARGET2

TARGET stands for Trans-European Automated Real Time Gross Settlement Express Transfer System. It is

a payment system for the transfer of electronic funds in euro within the EU without any lower or upper value limits.

All incoming and outgoing TARGET payments of the participating EU countries are processed straight through via

the respective national central banks. This means that the participating commercial banks’ euro transactions are

settled in real time – under ideal circumstances, a TARGET payment is processed within just a few seconds – and

with a very high level of security. The system guarantees same day settlement between sender and receiver within

the euro area. All in all, around 55,000 banks (including branches and subsidiaries) are accessible via TARGET,

and around 70,000 transactions are processed every day between 7:00 a.m. and 6:00 p.m.

Since its introduction on 4 January 1999, TARGET has been promoting cooperation between financial centers by

offering an infrastructure for standardized payment processing to its participants. However, developments within the

EU and the euro area since then have made it necessary to improve the international competitiveness and reliability

of the euro payment infrastructure: the European Commission was requesting that noncash payments be simplified

further and that common standards be defined. This included replacing the different settlement processes and price

structures for domestic and cross-border payments with a single user-friendly solution.TARGET2 is a streamlined,

standardized payment system that offers a consistent level of service and a single price structure to all banks in the

EU and provides a cost-efficient infrastructure for customer and interbank transactions.

In November 2007, the euro payment system TARGET2 has been implemented and Austria already participated

among the first countries right from the beginning. TARGET2 provides enhanced and improved functionalities

compared with the previous TARGET system. It operates on base of a Single Shared Platform (SSP).

Different types of access

Credit institutions are able to access the system as direct or indirect participants. The full range of features and

functionalities (e.g. managing payments on a separate account in the SSP, liquidity management tools) will only be

available to direct participants, who will provide a link for indirect participants to connect to TARGET2.

Extended account management

Direct participants in Austria maintain two separately managed accounts. Their cross-border payments are

processed via the RTGS account in the SSP, while all other transactions are processed via the home account with

the OeNB. The fulfillment of reserve requirements is calculated on the basis of both, the RTGS account in the SSP

and the home account.

Relocation of payment processing:

TARGET transfers are sent directly to the TARGET2 participants (instead of being processed via their home NCBs)

while bookings will be handled centrally.

Independent liquidity management:

In their RTGS account in the SSP, direct participants will have access to liquidity management tools, which will

enable them to manage their cash flows flexibly. These tools will allow them to define value limits, submit timed

payments, prioritize payments and use liquidity pooling.

Page 20: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

20 |

6.2 Austrian Component of TARGET2

The previous Austrian TARGET component ARTIS has been renamed hoam.at and started working under the

new name with the start of TARGET2.

"hoam.at" (Home Accounting Module Austria), forms part of "TARGET2", the pan-European payment system. The

CSD has established a direct link to Oesterreichische Nationalbank (OeNB), the Austrian Central Bank. This

enables all participants to settle the cash side of their securities trades directly via hoam.at, thereby taking

advantage of the higher liquidity at the Central Bank.

Participation in hoam.at is permitted under the conditions stipulated in the TARGET2 Guideline and the domestic

general terms and conditions of business of hoam.at.

Transaction Types Handled via hoam.at:

OeNB (Oesterreichische Nationalbank – Austrian Central Bank) Money Market operations, cash

transactions, etc.

Payments to other large-value systems

Interbank payments arising from money market and foreign exchange transactions

Interbank payments for customers (if they are to be credited on the same day) and

Large-value Payments

Page 21: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

21 |

7. CLEARING AND SETTLEMENT

All VSE transactions are cleared by the Central Counterparty Austria (CCP.A), settled through accounts held with

OeKB, the Austrian CSD. OTC transactions are not regulated on the market; settlement cycle and details are fully

negotiable by the partners.

7.1 Settlement of VSE Trades

The settlement of the transactions concluded on the stock exchange takes place outside the stock exchange. One

has to differentiate between settlement modalities for transactions settled by payment and transactions settled

through the CCP.A.

All securities admitted to official trading or to the Semi-Official Market on the Wiener Börse, participate in the

clearing system and thus, all transactions made are usually settled in accordance with the Rules for the Clearing of

Dealings on the Wiener Börse. Exceptions are made for example, in securities drawn by lot before the date of

drawing.

The settlement and clearing of dealings is carried out by CCP.A, a 50/50 joint venture company of OeKB and

Wiener Börse. The settlement procedures ensure that money and securities movements are kept at a minimum

(Clearing).

Clearing and

Settlement

Process

SICS Pool

CSD Accounts

Clearing and

Settlement

Process

SICS Pool

CSD Accounts

7.2 OTC Settlement

Settlement date becomes flexible and only depends on practices and desires of the deliverer and receiver. The

Settlement of OTC trades is done between Austrian banks through OeKB's "Direct Settlement System" (DS-

ADVANCED)

Page 22: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

22 |

All members of the CSD, who have access to the DS-ADVANCED System, can input their instructions manually into

the system via a direct link. Bank Austria is one of the providers who has established a direct SWIFT link to the

CSD for these instructions which enables to process settlement instructions real STP.

Pre-matching is performed real-time at the DS-ADVANCED System and settlement is possible until

4.00 p.m. CET for DVP trades and until 6.00 p.m. CET for free trades.

Derivatives Settlement

The clearing of transactions in futures and options concluded on Wiener Börse is an integrate part of the fully

electronic market-place-system OMEX. As a neutral clearing house, Wiener Börse guarantees the fulfillment of

transactions in derivatives and also requires clearing members to deposit margins for all binding positions (futures

and short positions in options). Wiener Börse maintains principal, agent and market maker accounts. Margin and

clearing accounts for EURO-denominated instruments are run by Oesterreichische Kontrollbank (OeKB) and for

USD-denominated instruments by Euroclear.

7.3 Settlement Protection Mechanisms

Clearing Collateral

Stock exchange members who take part as participating clearing members in the clearing system of CCP must

deposit collateral with OeKB as the clearing bank for securing the clearing risk. The collateral requirements are

calculated on the basis of the balance of open trades and risk factors (margin calculation).

Page 23: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

23 |

Clearing Fund

Each participating clearing member is obligated to deposit the clearing collateral and, in addition, to contribute the

specified amount to the clearing fund maintained by CCP.A. The exact amount is specified in the Rules and

Regulations.

GCMs 5,000,000 EUR and for

DCMs 1,000,000 EUR.

These amounts are only applicable for such members also acting on the Derivatives Market and

are reduced to

GCMs 250,000 EUR and

DCMs 50,000 EUR.

In case the member clears and settles only exchange transactions in securities (cash market).

Sanctions on Default:

A Clearing Member of the Wiener Börse shall be deemed to have defaulted if its custody account at

Oesterreichische Kontrollbank (OeKB, the Austrian CSD) is insufficiently covered on SD+1 at 14.00 p.m. CET, thus

not being able to ensure delivery.

For the duration of the delay in delivery, the following fees will be charged per day:

SD+1 till SD+3 30 bps per day

Coverage Purchase (Buy-in):

The Clearing House will initiate a buy-in on SD+3 after the 2nd Stock Exchange Cycle.

Currently a flat fee of EUR 250 is charged per buy-in.

Cash Settlement

If the shortfall cannot be covered until SD+4, the trade will be settled in cash on SD+5. The cash settlement will be

preceded with a premium of 20% of the original trade price or the closing price on S+4, whichever is higher.

7.4 Investor Protection

The Austrian Custody Act states in § 9 (2) that there is the legal presumption that if a custodian entrusts the

securities to a third party in Austria (i.e. OeKB), then such third party shall know that the securities do not belong to

the custodian (limited assertion of lien and retention rights).

Therefore, no lien or retention rights for the custodian are possible on that account.

In case of custodian's bankruptcy, the beneficial owner may segregate its securities according to the book entry

segregation and securities statements.

This means that segregation of assets and the limitation access to clients' securities are emphatically legally

determined.

If the ownership did not already pass to the purchaser, in case of the Custodian's bankruptcy, the client has the

right of preferential satisfaction before all other creditors with respect to these securities.

Page 24: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

24 |

Those preferred claims shall be met prior to the claims of all the bankrupt's remaining creditors, out of a separate

fund; this fund shall be made up of securities of the same kind existing in the own estate of the bankrupt institution

and out of the claims for delivery of such securities of the same kind (§ 23 of Austrian Law on Securities Deposits).

Page 25: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

25 |

8. SECURITIES LENDING

Securities lending is regulated in the Banking Act.

Securities lending is practiced in Austria, however it is not offered by the Central Depository and there is no lending

pool in the market. If needed, an investor has to agree with his custodian bank if such services can be offered.

Page 26: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

26 |

9. ENTITLEMENTS

9.1 Dividend Payments

Announcement

Austrian corporations pay dividend on an annual basis usually after the general meeting. (General meetings are

held mostly around April – May each year.) Dates and any special procedures are set at the AGM

of the issuer.

Dividend payments are announced on the official legal gazette ("Amtsblatt zur Wiener Zeitung")

Dating Conventions

Shareholders are entitled to receive dividend according to the traded position on record date.

EX DATE: Generally a few days prior to Pay Date

RECORD DATE: EX Date – 1 working day

Payment

Shareholders' accounts are credited with the dividend amount only after actual receipt of funds from the paying

agent.

9.2 Interest/Maturity Payments

Payment Standards

Interest on most Austrian bonds is payable on an annual basis, on some fixed interest securities on a

quarterly or semi-annual basis (e.g. floating rate notes).

Payment is not done on contractual basis but accounts are credited with the income amount only after

actual receipt from the paying agent. In most cases the Austrian CSD OeKB is acting as paying agent who

receives the full payment amount from the issuer and distributes it to the different OeKB members.

Dating Conventions

Securities holders are entitled to receive interests (maturities) according to the settled position on record date.

EX DATE: E-4 working days

RECORD DATE: E-3 working days

Page 27: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

27 |

10. CORPORATE ACTIONS

10.1 Market Characteristics

Most frequent Corporate Actions in Austria:

Local sources of information

All corporate events have to be announced in the official legal gazette, the "Amtsblatt zur Wiener Zeitung".

There are no fixed rules for the announcement but usually they are made on ex date of the event.

Specialties for several corporate actions:

Merger: for every merger (mandatory change of the holdings) the shareholders law require the usage

of Interim-ISINs reflecting the holding as of ex date for any possible future entitlements.

Tender offer: usually the procedure for Austrian tender offers requires exchanging the tendered shares

immediately to an Interim line which is usually not tradeable. This interim line is then cashed out when

the tender price is due. Also in case of the payment of tender proceeds, the interim line is exchange to

a second line which is credited to reflect the holding as of pay-date for any possible future entitlements

Capital increase: usually the bookbuilding method is used to determine the subscription price only after

subscription period. In this case only a maximum price is provided, instructions can be given either

without limit or with a limit. Usually rights issues exercised with bookbuilding method do not provide

trading of the rights. Otherwise rights’ trading is available for a three day period, where only 1 price is

fixed daily.

10.2 Registration of Securities

The Austrian market is a bearer market. The vast majority of securities are held in bearer form. Only a very small

number of securities are held in registered form. In this case the registration process and fees vary case by case.

10.3 Proxy Voting

General market features

All corporate action entitlements are based on the traded position on record date. Only General meeting

participation / voting is based on settled position as of record date.

In case of general meetings, the issuer can determine the record date in its announcement.

Mandatory Corporate Events Voluntary Corporate Events

Stock Dividend Ordinary / Extraordinary General Meeting

Final Redemption Purchase Offer / Tender Offer

Interest Payment Repurchase Offer

merger Rights Issue

Stock Bonus

Stock Split

Page 28: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

28 |

Please note that in the Austrian market corporate bonds are not entitled to participate in any GM as these

securities do not bear shareholder rights. Preferred shares usually do not include voting rights; only in certain

cases (no dividend payment for a certain amount of time) they will receive voting rights. This is advised when

the general meeting is announced.

Announcement

Invitations to AGM's are subject to public notice. As shares listed in Austria are bearer shares, shareholders

cannot be addressed individually. According to Art. 107 of the Austrian Stock Corporation Act, invitations must

be published in the official legal gazette ("Amtsblatt zur Wiener Zeitung") at least 28 days prior to the General

meeting.

There is no legal obligation for Austrian custodians to inform shareholders of forthcoming meetings. However,

as a special customer service, Bank Austria offers an AGM invitation service. With this service, clients receive

SWIFT information about the agenda and all relevant dates as disclosed in the Official Legal Gazette.

Voting process

The Austrian Government had approved a change in the company’s law in 2009 which had a major impact on

General Meetings held for companies organized under Austrian law. The new rules apply for all General

Meetings convened by listed companies after 1 August 2009.

According to the amended law, the following major changes have been implemented:

Establishment of a record date

Declaration of beneficial owner to the issuer is required

Proxy voting has to be declared

Announcement periods were extended

Tele-voting, voting by mail or technical means is allowed

In order to attend the meeting or have the votes presented by a proxy holder, the first depository bank of the

beneficial owner has to issue a confirmation of holding (COH). This COH has to be issued after record date (10

calendar days prior to the GM) and has to be forwarded to the Austrian issuer at latest 3 business days prior to

the GM. The COH has to contain several mandatory data (issuer of COH, ISIN, number of shares, beneficial

owner details, record date). Together with the COH also a POA is required which is only valid for this specific

meeting. Within the chain of depositories it is allowed to provide a combined Confirmation/Power of Attorney

(combined COH/POA).

The POA has to be issued when the beneficial owner forwards his voting rights to either UniCredit Bank Austria

AG as proxy holder or to any other natural person. Only if UniCredit Bank Austria AG is named as proxy, the

combined COH/POA can be used, in any other cases a separate POA is required (also only valid for one

specific meeting). The POA usually has to be presented directly at the entrance of the meeting.

It is possible to provide Partial vote instructions (only part of the holding) or split voting. Split voting is now

reduced since each beneficial owner has to be declared, so usually the voting is equal within one beneficial

owner.

During the AGM, the physical presence of the shareholder or an agent acting on his behalf is required.

Page 29: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

29 |

11. TAXATION

11.1 Withholding Tax In Austria, payments to non-residents are subject to the following tax:

Non-residents are individuals without a residence or customary abode in Austria.

To obtain the withholding tax-exempt status on interest payments non-residents must provide the Austrian bank

with certain information (e.g. passport data, etc.), without which Austrian withholding tax is levied. The amount

withheld could be reduced by a Double Tax Treaty (DTT) (refund). Non-residents living in countries neighbouring

Austria must sign a statement that they have no residence (e.g. a house) in Austria.

11.2 Document Requirements for Dividend Payment

Please note that for all dividend payments made after 1 January 2002 the new forms ZS-RE1/ ZS-RE1A have been

implemented by the Austrian Tax Authorities and shall be used for all reclaims of Austrian Withholding Tax.

Whenever a reclaim is filed with the Austrian tax authorities, the following documents should be enclosed:

Certificate of residence issued by local tax authorities directly on the reclaim form or form 6166 for U.S.

Residents (always in original form – photocopies are not accepted by the Austrian Tax Authorities.)

Proof of dividend distribution to the applicant showing the gross income, the deducted Austrian withholding tax

and the net dividend or net interest income.

Attestation of Holding for reclaims of Investment Funds

Withholding tax in % from 1 July 1996

Interest on deposits, bonds, etc. 0

Dividend income and any other

Income paid by Austrian corporations

(Aktiengesellschaft,

Gesellschaft mbH) 25

Income from profit participation

certificates 25

income from silent partnerships 25

Patent and license fees and

royalties paid for patents or

royalty rights registered in

Austria or used in an Austrian

business 20

Page 30: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

30 |

It is important to note, that – after filing a reclaim form – if the Austrian tax authorities ask for additional documents,

signatures etc. and fix a time limit for these requirements (which always is done) – such a deadline must be

adhered to

Either by sending the required documents, etc. within the time limit; or

By contacting the requiring tax authority and asking for an extension of the time limit, within which the

requirements can be fulfilled.

All documents filed with Austrian tax authorities can be issued in English.

Dual language documents (English, German) are generally accepted.

We recommend to file all tax reclaims via Bank Austria as only in this case we will be contacted by the Austrian Tax

Authorities should any discrepancies occur.

11.3 Capital Gain Tax

Generally a non-resident is subject to income tax only on income from Austrian sources, e.g. a share in an Austrian

partnership’s profits or rental income derived from real estate located in Austria. Non-resident individuals are tax

free on capital gains from the sale of non-business property, except in the following cases:

in case of speculative ventures with Austrian real estate (or domestic rights on real estate) if the period of

time between acquisition and disposition is not more than 10 years (under certain circumstances 15 years);

or

in case of disposition of an Austrian partnership (disposal of a going concern or a partnership interest); or

in case of disposition of participations if the non-resident has owned at least 1% of the Austrian corporation

at any time during the last five years. If the participation has not exceeded this threshold, capital gains are

not taxable.

A non-resident company or a non-resident individual is taxable on business income if it carries on a business

through a permanent establishment in Austria or participates in such a business. Due to a new rule effective from 1

January 2006 onwards, a capital gain from Austrian-situs immovable property is taxable for a non-resident company

or individual as business income, regardless of whether or not the immovable property is attributable to a

permanent establishment. According to a transitional regulation, the hidden reserves relating to immovable property

that have been accrued before 1 January 2006 remain tax exempt.

In Austria corporations and private persons are taxed at different rates. Progressive income tax rates of up to a

maximum of 50% apply to both resident and non-resident individuals. Reduced rates apply to capital gains from the

disposal of shares in a company if the shareholding (directly or indirectly) was 1% or more at any point of time

within the last five years and the shares have been held for more than one year. The income tax rate is reduced to

half the normal rate.

If a non - resident has owned a partnership stake for seven years or more, he can file a claim either to apply for the

(already mentioned) reduced rate or to evenly spread the capital gains on the sale of the interest over three years

taxed at normal rates. If an individual has owned a partnership for less than seven years, capital gains on the sale

of the interest are taxed at normal rates on any amounts exceeding the tax-exempt amount. If 100 % of the

partnership are sold, the first Euro 7,300.- of the capital gains are tax-exempt; if a portion of the entire partnership is

sold (i.e. 50 %), the tax-exempt amount is reduced accordingly (i.e. Euro 3,650.-).

Page 31: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

31 |

The corporate income tax is presently levied at a flat tax rate of 25%. It is the responsibility of the beneficial owner

to report taxable capital gains to the Austrian Tax Authorities.

Double tax treaties concluded between Austria and the country of ordinary residence of the investor may allow

taxation of capital gains only in the country of ordinary residence.

11.4 Double Tax Treaties

Due to the Austrian legislation, there is no relief at source. If a Double-Taxation Treaty (DTT) does exist (presently

with about 60 countries), the rate as per such agreement may be reclaimed with the Austrian Tax Authority in

Eisenstadt, refunds are possible within 5 years after the year of payment date.

Bank Austria offers a Full Tax Reclaiming Service (incl. Special Reporting Services, etc.) – for more information,

please contact your Custody Relationship Manager.

Page 32: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

32 |

12. DISCLOSURE REQUIREMENTS

12.1 Disclosure Obligations of Issuers

A company listed on Wiener Börse must meet certain legal disclosure requirements. Depending on the segment,

these comprise the disclosure of quarterly earnings and reports, the publication of the annual financial statements

and a calendar of corporate events.

Furthermore, it is also necessary to give potential investors as much information as possible in order for them to be

able to take advantage of the opportunities of the stock. This means reporting to the press without delay of any

major company decisions, holding regular meetings with analysts, presenting the company in Austria and outside

the country, equity research, market making for the stock by the underwriting bank, and of course, the presentation

of the company on the Internet, which is an indispensable medium, and regular events with investors and banks.

12.2 Disclosure Obligations of Investors

The disclosure obligations of Investors are regulated in §§ 91 (& following) of the Austrian Stock Exchange Act.

Investors are obliged to disclose changes of certain shareholding limits (5%, 10%, 15%, 20%, 25%, 30%, 35%,

40%, 45%, 50%, 75% and 90%) (Through an acquisition or sale of voting stock of an Austrian stock corporation

whose shares are traded on the official market). Regulations state that a stockholder, whether foreign or domestic,

has to notify management of the Wiener Börse, the Austrian Securities Authority and the Company immediately, but

at the latest within 2 (two) trading days following the relevant change. In practice, these notification requirements

conflict with the fact that most shares listed on the Stock Exchange are bearer shares and thus anonymous.

However, non-compliance with said notification requirements may result in an administrative fine (up to EUR

30,000).

Special regulations about acquisitions in financial institutions

For an acquisition of shares in a bank or an insurance company, the investor needs to report to the FMA if the total

holding of his stake would cross a threshold of 20%, 30% or 50% of the equity capital or voting rights in this

company. Upon receipt of this information, the FMA has got 60 days to object to the purchase.

12.2.1 Public Purchase Offers

Since 1 January 1999 the new Takeover Act has been applicable to listed Austrian companies. In line with

international legislation and codes of practice, the Act contains principles and rules for voluntary and mandatory

bids. The Takeover Commission is an independent body responsible for supervising public bids.

There are two types of offers determined in the Act on Capital Markets.

Obligatory purchase offer:

Anyone who obtains a controlling holding in a company shall make a bid in accordance with the provisions of

the Austrian Take-over Act for all the securities of that company and shall notify such bid to the Take-over

Commission within 20 trading days. A controlling holding shall be deemed to exist if the holding enables the

offer, alone or together with any parties acting in concert, to exercise a dominant influence on the offer

Page 33: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

33 |

company. The threshold for a controlling interest is currently defined as 25%. This limit however is currently

under review and may change in the near future.

Voluntary purchase offer:

The term means, that when someone is aiming to acquire a given stake in a company, it is not necessary to

pass the certain thresholds when obligatory purchase offer bid has to be made, but any shareholder has the

right to make a voluntary public offer any time.

The procedure of the voluntary offer is defined in the Austrian Take-over Act.

12.2.2 Compulsory Squeeze-out (Buy-out)

The Capital Market Act includes disposals regarding the so called squeeze-out procedure, which means that after

acquiring 90% stake of the voting rights, the majority owner has the right to squeeze out the remaining minority.

If during a public purchase offer the bidder's holding in the target company exceeds ninety (90) percent of the voting

rights upon closing out the purchase offer, the bidder must purchase the remaining shares if so requested within

thirty (30) days following the notification of the purchase offer by the owners of the minority shareholders. The offer

price cannot be lower than the price applied during the public purchase offer.

12.2.3 Legal Consequences of the Violation of the Law

The Take-over Act determines the civil law sanctions for non-compliance with regulations for mandatory or

voluntary take-over bids.

Page 34: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

34 |

13. ACCOUNT MANAGEMENT

13.1 Securities Account Structure

In Austria the nominee principle is fully recognised.

Participants of OeKB usually maintain omnibus accounts. According to the Austrian Custody Act, there is the legal

presumption that underlying clients exist.

Custodians usually offer the following possibilities for securities account structure:

One or more omnibus accounts for the nominee name(s) and/or

An individual sub-account for each client/

Or the mixture of the two above.

For taxation purposes there is no difference between the various options, as relief at source is not available in the

Austrian market.

13.2 Cash Account Structure

Custodians usually offer the following possibilities for cash account structure:

One or more omnibus accounts for the nominee name(s) and/or

An individual sub-account for each client/

Or the mixture of the two above.

13.3 Account Opening Requirements

In order to establish a general relationship, the client should first contact his FIG manager who will inform him about

the general documentation requirements. Once the relationship with Bank Austria has been established, we only

need:

MT599 cash account opening request

MT599 securities account opening request

from the client in order to open the respective account. Opening of cash accounts and securities accounts in the

books of Bank Austria will be processed and confirmed within 24hours upon receipt of the account opening

instruction.

13.4 Usage of IBAN numbers

IBAN account numbers are used by all Austrian banks.

Page 35: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

35 |

14. PRACTICAL INFORMATION

14.1 Local Bank and Trading Holidays

Date Day Name Banks CSD SE

06.01.2011 Thursday Epiphany Closed* Open Closed

22.04.2011 Friday Good Friday Open** Closed Closed

25.04.2011 Monday Easter Monday Closed Closed Closed

02.06.2011 Thursday Ascension Day Closed* Open Closed

13.06.2011 Monday Whit Monday Closed* Open Closed

23.06.2011 Thursday Corpus Christi Closed* Open Closed

15.08.2011 Monday Assumption Day Closed* Open Closed

26.10.2011 Wednesday National Holiday Closed* Open Closed

01.11.2011 Tuesday All Saints’ Day Closed* Open Closed

08.12.2011 Thursday Immaculate Conception

Closed* Open Closed

26.12.2011 Monday St. Stephen’s Day Closed Closed Closed

30.12.2011 Friday Exchange Holiday Open*** Open Closed

* On this day UniCredit Bank Austria offers limited settlement support for settlements; only OTC settlements and cash processing possible

** Only OTC settlements and cash processing in the books of UniCredit Bank Austria possible

*** Only OTC settlements and cash processing possible

Page 36: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

36 |

15. UNICREDIT GROUP OVERVIEW

UniCredit Group’s Long-term Strategy in the Custody Area:

UniCredit Group is the No. 1 Provider in the CEE region - with the largest market coverage and the highest level

of service standardized throughout the whole region. Strategy of the business line Custody was adjusted

according to the internal organization of the firm after the acquisition by UniCredit Group. According to the new

divisionalised approach of the UniCredit Custody business line became even more coherent throughout the

region - with all Custody units having direct reporting lines to the Vienna Head Office – specifically to Attila

Szalay-Berzeviczy, the appointed Global Head of Securities Services.

In addition, the Business Development team was established in Vienna with the main task to explore

opportunities and envisage the threats in markets that we cover, as well as to work on continued standardization

of the Securities Services product across the region. All of this can only be achieved in close cooperation with all

UniCredit Custody units.

Our direction for the Custody business is mainly determined by the following goals:

Maintain the focus on the CEE region

Expand the number of markets covered and the product offering regionally

Expand our business also over the CEE border

The first two goals are connected to each other as we are trying to enlarge the overall footprint.

On the market expansion side, we are pushing the borders of CEE further; our last opened market was

Kazakhstan, not to forget the smaller countries with good prospects closer to us as Macedonia and Montenegro –

both via our Serbian office. These markets being much smaller than Kazakhstan but still important ones as part of

our goal to offer as many markets in region as possible. Finally yet importantly, additional expansions are

planned to Turkey, Azerbaijan, Kyrgyzstan and Tajikistan.

About the expansion of the product range, we will continue focusing e.g. on being the first provider of Remote

Clearing services – immediately after remote membership has been allowed. Currently, we are the leading

provider of Remote Services in Austria and Poland – with Hungary and Romania to start soon. All of this goes

hand in hand with our ongoing enhancement of the group-wide Custody system (BA~CS) – based on our clients’

specific needs.

Page 37: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

37 |

YOUR CONTACTS

Austrian Custodian Team

Guenter Schnaitt

Head of Custody

+43 50505 58501

[email protected]

Thomas Rosmanitz

Head of Relationship Mgmt Austria

+43 50505-58515

[email protected]

Tina Fischer

Relationship Manager

+43 50505-58512

[email protected]

Stephan Hans

Relationship Manager

+43 50505 58513

[email protected]

Georg Markus Schneider

Relationship Manager

+43 50505-58509

[email protected]

UniCredit Group Relationship Management

Sven Trahan

Head of Global Sales & Relationship Management

Tel. +43 50505 57311

[email protected]

Beata Szonyi

Global Sales & Relationship Manager

Tel. +36 1 301 1924

[email protected]

Philipp Aschl

Global Sales and Relationship Manager

Tel. +43 50505 58508

[email protected]

UniCredit Group's Custody Website:

http://gss.unicreditgroup.eu

Page 38: MARKET PROFILE AUSTRIAservices company today that plays a central role in the Austrian capital market. Wiener Börse – Austria's only securities exchange – is a 100% subsidiary

38 |

DISCLAIMER

The information in this publication is based on carefully selected sources believed to be reliable but we do not make any representation as to its accuracy or completeness. Any opinions

herein reflect our judgement at the date hereof and are subject to change without notice. Any investments discussed or recommended in this report may be unsuitable for investors

depending on their specific investment objectives and financial position. Any reports provided herein are provided for general information purposes only and cannot substitute the obtaining

of independent financial advice. Private investors should obtain the advice of their banker/broker about any investments concerned prior to making them. Nothing in this publication is

intended to create contractual obligations on any of the entities composing Corporate & investment Banking Division of UniCredit Group which is composed of (the respective divisions of)

Bayerische Hypo- und Vereinsbank AG, Munich, UniCredit Bank Austria AG, Vienna, and UniCredit S.p.A., Rome. Bayerische Hypo- und Vereinsbank AG is regulated by the German Financial Supervisory Authority (BaFin), UniCredit Bank Austria AG is regulated by the Austrian

Financial Market Authority (FMA), the UniCredit CAIB Securtities UK Ltd. is regulated by the Financial Services Authority (FSA) and UniCredit S.p.A. is regulated by both the

Banca d’Italia and the Commissione Nazionale per le Società e la Borsa (Consob). Note to UK Residents: In the United Kingdom, this publication is being communicated on a confidential basis only to clients of Corporates & Investment Banking Division of UniCredit Group (acting

through Bayerische Hypo- und Vereinsbank, London Branch (“HVB London”) and/or UniCredit CAIB Securities UK Ltd. who (i) have professional experience in matters

relating to investments being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”);

and/or (ii) are falling within Article 49(2) (a) – (d) (“high net worth companies, unincorporated associations etc.”) of the FPO (or, to the extent that this publication relates to

an unregulated collective scheme, to professional investors as defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment

Schemes) (Exemptions) Order 2001 and/or (iii) to whom it may be lawful to communicate it, other than private investors (all such persons being referred to as “Relevant

Persons”). This publication is only directed at Relevant Persons and any investment or investment activity to which this publication relates is only available to Relevant

Persons or will be engaged in only with Relevant Persons. Solicitations resulting from this publication will only be responded to if the person concerned is a Relevant

Person. Other persons should not rely or act upon this publication or any of its contents. The information provided herein (including any report set out herein) does not constitute a solicitation to buy or an offer to sell any securities. The information in this

publication is based on carefully selected sources believed to be reliable but we do not make any representation as to its accuracy or completeness. Any opinions herein

reflect our judgement at the date hereof and are subject to change without notice. We and/or any other entity of the Corporate & Investment Banking Division of UniCredit Group may from time to time with respect to securities mentioned in this publication

(i) take a long or short position and buy or sell such securities; (ii) act as investment bankers and/or commercial bankers for issuers of such securities; (iii) be represented on

the board of any issuers of such securities; (iv) engage in “market making” of such securities; (v) have a consulting relationship with any issuer. Any investments discussed

or recommended in any report provided herein may be unsuitable for investors depending on their specific investment objectives and financial position. Any information

provided herein is provided for general information purposes only and cannot substitute the obtaining of independent financial advice. HVB London is regulated by the Financial Services Authority for the conduct of business in the UK as well as by BaFIN, Germany. UniCredit CAIB Securities UK Ltd.,

London, a subsidiary of UniCredit Bank Austria AG, is authorised and regulated by the Financial Services Authority. Notwithstanding the above, if this publication relates to securities subject to the Prospectus Directive (2005) it is sent to you on the basis that you are a Qualified Investor for

the purposes of the directive or any relevant implementing legislation of a European Economic Area (“EEA”) Member State which has implemented the Prospectus Directive

and it must not be given to any person who is not a Qualified Investor. By being in receipt of this publication you undertake that you will only offer or sell the securities

described in this publication in circumstances which do not require the production of a prospectus under Article 3 of the Prospectus Directive or any relevant implementing

legislation of an EEA Member State which has implemented the Prospectus Directive. Note to US Residents: The information provided herein or contained in any report provided herein is intended solely for institutional clients of Corporate & Investment Banking Division of UniCredit

Group acting through Bayerische Hypo- und Vereinsbank AG, New York Branch and UniCredit Capital Markets, Inc. (together “HVB”) in the United States, and may not be

used or relied upon by any other person for any purpose. It does not constitute a solicitation to buy or an offer to sell any securities under the Securities Act of 1933, as

amended, or under any other US federal or state securities laws, rules or regulations. Investments in securities discussed herein may be unsuitable for investors, depending

on their specific investment objectives, risk tolerance and financial position. In jurisdictions where HVB is not registered or licensed to trade in securities, commodities or other financial products, any transaction may be effected only in accordance

with applicable laws and legislation, which may vary from jurisdiction to jurisdiction and may require that a transaction be made in accordance with applicable exemptions

from registration or licensing requirements. All information contained herein is based on carefully selected sources believed to be reliable, but HVB makes no representations as to its accuracy or completeness. Any

opinions contained herein reflect HVB’s judgement as of the original date of publication, without regard to the date on which you may receive such information, and are

subject to change without notice. HVB may have issued other reports that are inconsistent with, and reach different conclusions from, the information presented in any report provided herein. Those reports

reflect the different assumptions, views and analytical methods of the analysts who prepared them. Past performance should not be taken as an indication or guarantee of

further performance, and no representation or warranty, express or implied, is made regarding future performance. HVB and/or any other entity of Corporate & Investment Banking Division of UniCredit Group may from time to time, with respect to any securities discussed herein: (i) take a

long or short position and buy or sell such securities; (ii) act as investment and/or commercial bankers for issuers of such securities; (iii) be represented on the board of such

issuers; (iv) engage in “market-making” of such securities; and (v) act as a paid consultant or adviser to any issuer. The information contained in any report provided herein may include forward-looking statements within the meaning of US federal securities laws that are subject to risks

and uncertainties. Factors that could cause a company’s actual results and financial condition to differ from its expectations include, without limitation: Political uncertainty,

changes in economic conditions that adversely affect the level of demand for the company’s products or services, changes in foreign exchange markets, changes in

international and domestic financial markets, competitive environments and other factors relating to the foregoing. All forward-looking statements contained in this report are

qualified in their entirety by this cautionary statement. Corporate & Investment Banking Division of UniCredit Group Bayerische Hypo- und Vereinsbank AG, Munich; UniCredit Bank Austria AG, Vienna and UniCredit S.p.A., Rome as of 12 August 2009

Imprint Global Securities Sales & Services – 8398 Global Transaction Banking Corporate & Investment Banking UniCredit Bank Austria AG Julius Tandler-Platz 3 A-1090 Vienna