Investor Relations

The Supervisory Board

Article 10 Duties, Number of Members, Term of Office

  1. The Supervisory Board shall supervise the management of the Company. The regulations on the duty to exercise due diligence and on responsibility of the Management Board members shall apply to the duty to exercise due diligence and responsibility of the Supervisory Board members mutatis mutandis.
  2. The Supervisory Board shall consist of at least three, at most ten members elected by the General Meeting (shareholder representatives).
  3. The shareholder "WIENER STÄDTISCHE Wechselseitiger Versicherungsverein – Vermögensverwaltung – Vienna Insurance Group", FN 101530 i, is authorized to delegate up to one third of the members to the Supervisory Board. This delegation right is applicable, if the shareholder "WIENER STÄDTISCHE Wechselseitiger Versicherungsverein – Vermögensverwaltung – Vienna Insurance Group" holds not more than 50 per cent of shares with voting rights in the Company. If the shareholding of the shareholder "WIENER STÄDTISCHE Wechselseitiger Versicherungsverein – Vermögensverwaltung – Vienna Insurance Group" exceeds 50 per cent of the shares with voting rights, the delegation right is suspended and is only revived if the shareholding of the shareholder "WIENER STÄDTISCHE Wechselseitiger Versicherungsverein – Vermögensverwaltung – Vienna Insurance Group" in the Company does not exceed 50 per cent of the shares with voting rights. This applies continuously. The provisions according to Section 88 of the Austrian Stock Corporation Act as amended from time to time are applicable for delegated members.
  4. Vacant offices of members of the Supervisory Board are, if the delegation right pursuant to Article 10 paragraph 3 of these Articles of Association is applicable, to be assigned up to the maximum number preferably to delegated members pursuant to Article 10 paragraph 3 of these Articles of Association.

 

Article 11 Vacancies before End of Term, Election of a Substitute

  1. The election as member of the Supervisory Board by the General Meeting may be revoked by the General Meeting before the expiration of the member's term of office. Such resolution requires a majority of at least three fourths of the votes cast.
  2. Every member of the Supervisory Board may resign from office subject to a notice period of four weeks by registered letter to be directed to the chairman of the Supervisory Board.
  3. If the office of a member of the Supervisory Board becomes vacant before the end of his/her term, the election of a substitute - by a General Meeting to be called as soon as possible - is only required, if the vacant office is not assigned to a member delegated pursuant to Article 10 paragraph 3 of these Articles of Association or if the number of the members of the Supervisory Board both elected by the General Meeting and delegated pursuant to Article 10 paragraph 3 of these Articles of Association together has fallen below three. A substitute shall be elected only for the remaining term of office of the member of the Supervisory Board whose office became vacant.

 

Article 12 Chairman, By-laws, Representation vis-à-vis Third Parties

  1. Following the General Meeting at which all members of the Supervisory Board to be elected by such General Meeting have been newly elected, the Supervisory Board shall elect a chairman and one or two deputy chairmen from among its members at a meeting for which no separate notice of meeting is required. If possible, the chairman and the deputy chairmen shall be elected out of the delegated members of the Supervisory Board pursuant to Article 10 paragraph 3 of these Articles of Association. The election shall be repeated as soon as one of these offices becomes vacant or as soon as delegated members pursuant to Article 10 paragraph 3 of these Articles of Association are assigned to the Supervisory Board and thus – observing the second sentence of the paragraph – the chairman and the deputy chairmen are elected out of the delegated members.
  2. The Supervisory Board shall adopt its own by-laws. The Supervisory Board is entitled to set up committees from among its members, and it may assign certain competencies to such committees or to individual members.
  3. The chairman or one of his deputy chairmen shall represent the Supervisory Board vis-à-vis third parties.

 

Article 13 Convocation, Resolutions, Representation

  1. Meetings of the Supervisory Board shall be called by the chairman or one of his deputy chairmen in writing, by telephone, by telecopy or by e-mail. Sec. 94 of the Austrian Stock Corporation Act shall not be affected thereby.
  2. The chairman or one of his deputy chairmen shall preside at the meeting. The Supervisory Board shall have a quorum if at least half of its members, including the chairman or one of his deputy chairmen are present and at least half of the delegated members are present, unless there are no delegated members.
  3. The resolutions of the Supervisory Board may be adopted in writing, by telecopy or by e-mail if none of the members of the Supervisory Board objects to this procedure. Any votes cast by way of telecopy or e-mail must be confirmed in writing.
  4. Each member of the Supervisory Board may authorize another member in writing to represent him/her at a particular meeting; the member so represented shall not be counted when determining whether there is a quorum at a meeting. The right to preside at a meeting cannot be delegated.
  5. Resolutions of the Supervisory Board shall be adopted by a simple majority of the votes of the members present or represented, with the additional requirement for a valid resolution that the present delegated members pursuant to Article 10 paragraph 3 of these Articles of Association consent to it, unless there are no delegated members. In case of a tie the chairman of the meeting shall have the casting vote.
  6. If the votes are cast in writing or by way of telecopy or e-mail, these provisions shall apply mutatis mutandis.
  7. Minutes shall be taken on the debates and resolutions of the Supervisory Board which shall be signed by the chairman or one of his deputy chairmen.

 

Article 14 Remuneration of the Supervisory Board

  1. Apart from the reimbursement of the out-of-pocket expenses incurred in performing his/her tasks, each member of the Supervisory Board shall be granted a remuneration, the amount of which shall be determined by the Annual General Meeting.
  2. Special taxes or charges for the remuneration of members of the Supervisory Board shall be borne by the Company.

 

Article 15 Responsibilities

  1. The Supervisory Board shall be responsible for the tasks assigned to it under the law and these Articles of Association.
  2. The following transactions shall be subject to the consent of the Supervisory Board:
    a)the acquisition and disposal of participations (sec. 189a Z 2 of the "UGB " [Austrian Commercial Code]) as well as the acquisition, disposal and discontinuation of enterprises and business divisions;
    b) the acquisition, disposal and encumbrance of real property;
    c) setting up and closing down branch offices;
    d) investments which exceed certain investment costs in any given case or in the aggregate in any fiscal year;
    e) borrowings under any kind of loan or credit if such loans or credits exceed a certain amount in any given case or in the aggregate in any fiscal year;
    f) the granting of credits and loans, except for those that are granted in the ordinary course of business;
    g) introducing or abandoning lines of business;
    h) determining general principles of business policy;
    i) determining the principles on the granting of shares in profits or sales, and making pension commitments to executives pursuant to sec. 80 para. 1 of the Austrian Stock Corporation Act;
    j) the acceptance of an office as supervisory board member, management board member or managing director in companies outside the group as well as the performance of paid ancillary work, by the members of the Management Board; the appointment of "Prokuristen" as well as the conclusion or termination of employment contracts with "Prokuristen";
    k) the granting of options for shares in the Company to employees and executives of the Company or any of its affiliated companies as well as to management board members and supervisory board members of affiliated companies;
    l) the conclusion of agreements with members of the Supervisory Board, under which such members commit themselves vis-à-vis the Company or any of its subsidiaries, outside their work on the Supervisory Board, to render a performance for a consideration that is not merely trivial. This shall also apply to agreements with enterprises in which a member of the Supervisory Board has a substantial economic interest;
    m) the acceptance of a senior position in the Company within two years after execution of an audit opinion, by the auditor, by the group auditor, by the auditor of an affiliated major company, or by the certified accountant who signed the audit opinion or a person active for him, who has had a significant position in the audit, to the extent not prohibited pursuant to Article 271c UGB.
  3. The Supervisory Board may set limits for the amounts involved in the transactions set forth under para. 2 subpara. a and b. It must set limits for the amounts involved in the transactions set forth under para. 2 subpara. d, e and f. If no limits have been set for the amounts involved, all the transactions set forth in these provisions shall require the consent of the Supervisory Board.
  4. The Supervisory Board may also determine that certain other types of transactions may be carried out only with its consent.
  5. The validity of legal transactions entered into by the Company shall not be affected by the provisions of paragraphs 2, 3 and 4 of this Article.
  6. The Supervisory Board may resolve on amendments of the Articles of Association insofar as only their wording is affected.

 

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