Appointment, Duties and Procedures of the Supervisory Board

The Supervisory Board consists of up to six members elected by the shareholders’ meeting or nominated by certain shareholders, plus the members nominated by the works council. Pursuant to the Articles of Association, the holders of the Registered Shares with numbers 1 (one) and 2 (two) may nominate one Supervisory Board member each. Such members of the Supervisory Board may be nominated for an indefinite period of time. The nomination may be revoked at any time by the respective shareholder, or by court decision for cause. If the conditions for a nomination pursuant to the Articles of Association cease to exist, the shareholders meeting may revoke the appointment of a nominated Supervisory Board member. Pursuant to the Employee Involvement Agreement, the Company’s works council may delegate one member for every two members of the Supervisory Board elected by the shareholders’ meeting and nominated by shareholders, and, in the event of an uneven number of elected members and members nominated by shareholders, an additional works council member. Members of the Supervisory Board delegated by the works council can be removed only by the works council itself. The Supervisory Board consists of 4 members elected by the shareholders’ meeting plus three additional members nominated by the Company’s works council. Erwin Hameseder and Andrei Elinson have been nominated by Hans Peter Haselsteiner and Rasperia as holders of the Registered Shares with numbers 1 (one) and 2 (two) respectively.

Supervisory Board members are elected with simple majority of the votes cast at a shareholders’ meeting for a maximum period until the shareholders’ meeting deciding upon the discharge of the Supervisory Board for the fifth financial year following the financial year of election; re-election is possible. The shareholders’ meeting may remove any Supervisory Board member it has elected only by qualified majority (75% of the votes cast) at the relevant shareholders’ meeting. Any appointment to the Supervisory Board terminates after the shareholders meeting deciding upon the financial year in which the relevant Supervisory Board member has reached the age of 70. The Supervisory Board is responsible for supervising the management of the Company. Supervision is exercised by review, discussion and approval, as required, of regular reports prepared by the Management Board. In addition, the Supervisory Board may request reports on specific matters relating to the Company or the Group as a whole. Certain material decisions of the Management Board require the prior consent of the Supervisory Board. The Supervisory Board represents the Company in transactions with a member of the Management Board and appoints and removes the members of the Management Board. The Supervisory Board meets at least quarterly. At least five of its members elected by the shareholders’ meeting or nominated by the holders of the Registered Shares with numbers 1 (one) and 2 (two) including the Chairman or one of the Vice-Chairmen must be present at a meeting to constitute a quorum. Resolutions of the Supervisory Board are adopted by simple majority of the votes cast unless the rules of procedure for the Supervisory Board (Geschäftsordnung für den Aufsichtsrat) require a higher majority. In the case of a deadlock, the Chairman casts the decisive vote (Dirimierungsrecht), unless the Supervisory Board resolves differently. The Supervisory Board elects a Chairman and one or two Vice-Chairmen. Members of the Supervisory Board may resign by written notice to the Chairman or a Vice-Chairman of the Supervisory Board. In the event an elected member resigns before expiry of his term, the next shareholders’ meeting may elect a replacement for the remainder of the term. A replacement has to be elected without undue delay by an extraordinary shareholders’ meeting if the number of Supervisory Board members falls below three. In the event that the Chairman or a Vice-Chairman resigns, the Supervisory Board immediately has to elect a replacement. The Supervisory Board issues its own rules of procedure.