Change Of The Stock Exchange Act 1989, The Accounting Control Law, The Alternative Investment Funds Manager Law And Capital Market Law

Original Language Title: Änderung des Börsegesetzes 1989, des Rechnungslegungs-Kontrollgesetzes, des Alternativen Investmentfonds Manager-Gesetzes und des Kapitalmarktgesetzes

Read the untranslated law here: http://www.ris.bka.gv.at/Dokumente/BgblAuth/BGBLA_2015_I_150/BGBLA_2015_I_150.html

150 federal law, with the Stock Exchange Act 1989, the accounting control Act, alternative investment funds Manager law and capital market law be changed

The National Council has decided:

Article 1

Amendment to the Stock Exchange Act 1989

The Stock Exchange Act 1989 - Austrian Stock Exchange Act, Federal Law Gazette No. 555/1989, as last amended by Federal Law Gazette I no. 98/2015, is amended as follows:

1. § 48 para 1 No. 6 is:



"(6. als Emittent a) (its commitment to the publication, transmission or communication from aa) in accordance with article 82, paragraph 1, 7 to 9 or 11, § 83 para 4, § 84, para. 5, § 85, article 86, paragraph 1 or 3, § 87 par. 6 or section 88 or bb) (according to a § 82 par. 2, 5 or 7 to 9 or section 86, paragraph 2 adopted regulation of the FMA does not or not timely met or b) its obligations to publish" ", Delivery or notification in accordance with section 82 para 5, or according to a on the basis of § 82 para 6 second and third sentences adopted regulation of the FMA injured," 2. Article 48, paragraph 1 Z 9 and 10 are:



"9. his notification obligation in accordance with section 91 paragraph 4 to 6 not or not timely met or not or not timely complies with its disclosure obligations pursuant to article 93, paragraph 1, 10 not or not timely fulfils his obligation to the FMA and the Exchange Company in accordance with article 91 paragraph 1 to 3, § 91a, § 91 b, § 92, section 92a or § 93 par. 2 to 5, or regulations adopted pursuant to one because of section 94 of the FMA ,“

3. The final part of section 48 para 1 is as follows:

"commits an administrative offence and is up to EUR 100 000, with respect to Z 2 to 8 with a fine up to 60 000 euro in terms of no. 1 with a fine and with respect to Z 9 and 10 with fines up to EUR 150 000 to punish."

4. the final part of section 48, paragraph 2 reads:

"commits an administrative offence and is fined to punish up to 20 000 euro."

5. section 48 paragraph 4 of the set is not available in "The VStG shall apply."

6 paragraph 48 paragraph 6:

"(6) who was responsible (§ 9 VStG) a public company the requirements of § 25 paragraph 5 to 8 injured, commits an administrative offence and is the FMA with imprisonment up to six weeks or to punish with a fine up to 150 000 euro."

7 section 48c is as follows:

"§ 48c." Who runs market manipulation, commits an administrative offence and is to punish up to 150 000 euro fine by the FMA. The attempt is punishable. A pecuniary benefit achieved is to explain by the FMA as forfeited."

8 paragraph 48 u 3:

"(3) a person who violates the provisions of Regulation (EU) No. 236/2012 or measures of the FMA pursuant to article 18 para. 1, art. 19 para. 2, art. 20 par. 2, article 21 paragraph 1 or article 23 paragraph 1 of the Regulation (EU) No. 236/2012 is contrary, commits an administrative offence and is to punish up to 150 000 euro from the FMA with a fine." The attempt is punishable. A pecuniary benefit achieved is to explain by the FMA as forfeited. section 48q para 4 and 4a is in relation to an act or a sanction for non-compliance under this paragraph apply accordingly."

9 paragraph 67 paragraph 5:

"(5) for the appeal against the refusal of admission to the semi-official or the revocation of the approval, the Federal Administrative Court is responsible."

10 eliminates. the heading before section 70 and section 70 is:

"article 70. Admission to official trading and the semi-official market of securities, not represented in the form of a summary document filed with a central securities depository or are not registered in a central securities depository is not allowed."

11 § 72 para 3 No. 6 lit. a and b are:



"(a) in the case of the initial admission of shares to official trading accounts with auditor's report of the auditor and management reports for the last three full fiscal years;" If the issuer has passed not full three years in this legal form, evidence of universal succession and the consistency in particular by presenting the corresponding conversion reports and audits;

"(b) in all other cases financial statements confirming the auditor and management report for the last full financial year;"

12 paragraph 74:

'74. The prospectus is to create 8 b CMM in accordance with §§ 2 KMG ff without prejudice to § and to approve of the FMA pursuant to section 8a of the CMM. "An according to § 7 paragraph 8a first sentence KMG created and approved by the FMA brochure entitled not to the listing."

13 paragraph 87 paragraph 6:

"(6) if the terms and conditions of the Exchange operating company that operates a regulated market, provide that the regulated market in more than one market segment is divided, para 1 to 5 of a request do not preclude, by the Exchange Company of the issuer of the market segment with the highest requirements requires the publication of quarterly reports. The issuer has to comply with any such obligation. Content, deadlines and other requirements of publication shall be indicated in the terms and conditions of the Exchange operating company. You may however not be more stringent than those in accordance with international accounting standard 34 (IAS 34)."

14. the introductory part of the last sentence of article 91, paragraph 1 reads:

"The period of two trading days calculated from the day following the day on which the person"

15 § 95a is as follows:

"§ 95a. (1) a person who



1 as an issuer a disclosure obligation according to § 82 para 4, § 87 par. 1 to 4 or § 89 or according to a on the basis of § 82 para 6 adopted regulation of the FMA not or not timely met, first sentence, or § 87 par. 5 or 2. a notification obligation to issuers or disclosure requirements in accordance with article 91 paragraph 1 to 3, § 91a, § not or not timely met 91 b, § 92, section 92a or § 93 par. 2 to 5, or regulations adopted pursuant to one because of section 94 of the FMA "that commits an administrative offence and is whichever is higher and as far as to quantify this by the FMA with a fine of up to 2 million euros or up to twice of the benefits drawn from the infringement, depending on to punish."

16 section 95 (b) paragraphs 1 and 2 are:

"(1) the FMA can impose monetary penalties against legal persons, if people have been either alone or as part of an organ of the legal person and a leading position within the legal person due to"



1. the power of representation of the legal person, 2. the power to make decisions on behalf of the legal person, or 3 a control within the legal person have, in § 95a have infringed stated obligations.

(2) legal persons can be made also responsible for violations of the obligations specified in § 95a, where lack of supervision or control by a person referred to in paragraph 1 has made possible the committing of those violations by someone working for the legal person."

17. the final part of the section 95 c is as follows:

"The provisions of the VStG remain unaffected by these figures. Flow to the Federal Government by the FMA in accordance with § 95a, and section 95 b imposed fines."

18 paragraph 95d:

"§ 95d. In the exercise of their sanction pursuant to § 48 para 1 Nos. 6 and 9, § 95a, and section 95 b has the FMA with the competent authorities in other Member States to work closely together, to ensure that the regulatory and investigative powers, as well as the administrative sanctions can be effectively mapped or imposed. The FMA has to coordinate their activities to avoid duplication and overlap in cases in which the FMA across borders carries out its supervisory and investigative powers and imposed administrative sanctions and measures in this context with the competent authorities of the other Member States."

19 § 95e paragraph 1 reads:

"section 95e. (1) are fines against natural and legal persons for violations of the obligations specified in § 95a or violations against section 82 para 8, article 85, article 86, paragraph 1 or 3 or article 93, paragraph 1, or in accordance with a regulation adopted pursuant to section 82 para 8 or section 86, paragraph 2 or 5 of the FMA, the FMA, including the identity of the persons concerned and information type and character of the underlying offence, as well as, where appropriate, the pickled appeal , immediately make known to the Internet. If an appeal is lodged after the announcement, the FMA is to change the notice accordingly."

20 § 95e paragraph 4 reads:

"(4) is to revoke a publication in accordance with paragraph 1 or 2 not on the basis of a decision pursuant to paragraph 3 or to remove from the website, it is to maintain for at least five years. "With the publication of personal data so long is not however only so long to keep, one of the criteria referred to in paragraph 2 Z 1 to 4 would be met."

21 section 101f receives the sales designation (1) and the following paragraph 2 is added:

"(2) section 70 does not apply to securities which I no. 150/2015 already to the official market or the semi-official were approved at the time of entry into force of this federal law in the version of Federal Law Gazette.."

Article 2

Amendment of the accounting control Act


The accounting control law RL-KG, Federal Law Gazette I no. 21/2013, last amended by Federal Law Gazette I no. 98/2015, is amended as follows:

1. in article 2, paragraph 2, the phrase is "procedure according to § 201 or § 255 AktG - German Stock Corporation Act, Federal Law Gazette No. 98/1965" by the phrase "procedure according to § 201 of the AktG - German Stock Corporation Act, BGBl. No. 98 / 1965, or according to § 163a of the Criminal Code - StGB, Federal Law Gazette No. 60/1974" replaced.

2. paragraph 8 section 1:

"(1) which may Federal Minister of finance after consultation with the Federal Minister of justice by ruling an independent, non-profit-making Association on whose request a testing for compliance with financial reporting requirements by enterprises, their country of origin in accordance with section 81a para 1 No. 7 BörseG Austria is acknowledge. Such a club has the name "Austrian Department for accounting" to lead and be bound in the exercise of his occupation no instructions."

Article 3

Modification of the alternative investment fund manager law

The alternative investment funds Manager law - AIFMG, Federal Law Gazette I no. 135/2013, as last amended by Federal Law Gazette I no. 117/2015, is amended as follows:

1. in article 4, paragraph 6, last sentence replaces the reference "section 44 para 1" with the reference "article 45 para 1".

2. section 49 paragraph 2 replaces the reference "paragraphs 21, 38 or 47" with a reference to "articles 31, 38 or 47".

3. paragraph 54 paragraph 2:

"(2) the FMA is the competent authority for Austria in accordance with



1 article 3 lit. m of Regulation (EU) No. 345/2013 of European venture capital funds and 2 article 3 lit. m of Regulation (EU) No. 346/2013 on European Fund for social entrepreneurship and 3 article 2 Z 10 of Regulation (EU) 2015/760 European long-term investment funds and without prejudice to the tasks assigned to it in other federal laws entrusted with the registration of managers of undertakings for collective investment pursuant to these regulations. The FMA is adherence to the regulations of these regulations by a qualified venture capital fund managers to monitor managers of qualified funds for social entrepreneurship and a European long-term investment fund managers. To in particular the powers pursuant to § 56 para 2 are Nos. 1, 2, 3, 5, 8, 9 and 11 of the FMA without prejudice to the powers which are assigned to you in those regulations.'

4. § 56 para 2 subpara 2 is:



"2. each with the activities of the AIFM, the administrator of a qualified venture capital fund, the administrator of a qualified Fund for social entrepreneurship, the Manager of a European long-term investment fund or of the AIF in related person to demand information and, if necessary, to summon a person for the purpose of obtaining information and hear," 5. § 56 para 2 Z 5 is:



"5. to require that practices, the delegates adopted legal acts which no. 345/2013, that 2015/760 contrary to Regulation (EU) No. 346/2013 or the Regulation (EU), to refrain from Regulation (EU), against this federal law, the policy 2011/61/EC, on the basis of this directive" 6 § 56 para 2 Nos. 8 and 9 are:



"8 by AIFM, custodians, auditors, managers of a qualified venture capital funds, managers of a qualified Fund for social entrepreneurship or a European long-term mutual fund managers refer to require any kind of measures to take 9 to ensure that AIFM, depositary, administrator of a qualified venture capital funds, managers qualified one Fund for social entrepreneurship or a European long-term investment fund managers continue to consult the applicable requirements of this federal law" "that the delegated acts adopted on the basis of 2011/61/EU directive, the Regulation (EU) No. 345/2013, of the Regulation (EU) no 346/2013 and Regulation (EU) 2015/760 hold," 7 § 56 para 2 Z 11 is:



"11. the continued an AIFM, an administrator of a qualified venture capital funds, a trustee of a qualified Fund for social entrepreneurship, a manager of a European long-term investment funds or a depositary in Germany to prohibit" 8 § 56 paragraph 5 reads:

"(5) the costs incurred by the FMA from the accounting group securities (section 19 para 1 Nos. 3 and para 4 FMABG) AIFM Z 1 are licensed in accordance with article 4, paragraph 1 or pursuant to section 1 paragraph 5 registered pursuant to § 32 para 3 established branches of non-EU AIFM in accordance with section 39 paragraph 3, in accordance with article 14 of the Regulation (EU) No. 345 / 2013 registered managers of a qualified venture capital funds" , in accordance with article 15 of the Regulation (EU) No. 346 / 2013 registered managers of qualified funds for social entrepreneurship, as well as managers of a European long-term investment funds approved in accordance with article 5 of the Regulation (EU) 2015/760 to wear. The FMA has an additional common sub account circuit for AIFM, administrator of a qualified venture capital funds, administrator of a qualified social entrepreneurship Fund for this purpose, to form a European long-term investment fund managers, investment companies and management companies (InvFG 2011) real estate (ImmoInvFG) and BV funds (BMSVG)."

9. in paragraph 58, the reference is "article 1 par. 5 Z 4" by the reference "article 1 par. 5 Nos. 4 and 5" replaced.

10 § 60 para 1 to 6 are:

"Section 60 (1) who"



1. the requirement of a licence pursuant to § 4 paragraph 1 or the requirement of a registration pursuant to section 1 paragraph 5 Z 1 violates;

2. Despite the prohibition on sale by the FMA in accordance with § 29 para. 5, § 30 paragraph 6, § 31 para 2, § 32 paragraph 6, § 35 par. 6, § 36 para 7, § 38 paragraph 6, § 40 paragraph 8 and 9, § 41 para 4, § 42 paragraph 9 and 10, article 43, paragraph 4, section 44 para. 5, § 47 para 6 and 7, § 49 para 9, § 50 or § 56 para 2 Z 5 , 10 and 11 and paragraph 4 sells shares in AIF or 3. contrary to the arrangement of the FMA pursuant to § 56 para 4, adjust the management of AIF further manage AIF, commits an administrative offence and is to be punished up to EUR 100 000 for this purpose by the FMA with a fine.

(2) a person who



1. neglects to inform the FMA pursuant to § 1 section 5 No. 4;

2. Z 5 violates the provision of section 1, paragraph 5;

3. contrary to article 3 in addition to one other AIFM manages an AIF;

4. contrary to § 4 para exercises 2 or 3 other activities;

5. the FMA does not immediately pursuant to § 6 paragraph 1 Z 3 the name of the successor to the persons who actually conduct the business of the AIFM, displays;

6 paragraph 5 is against the provision of § 7;

7. the FMA violates article 8 para 1 does not shows all major changes to the conditions for issuing concession prior to their application;

8. violate the provisions of article 10, par. 2 and sections 11 to 17;

9. the FMA without delay the delegation of tasks to third parties in accordance with article 18, paragraph 1 Z 1 displays;

10. the obligations referred to in article 19;

11. violate the provisions of sections 21 to 23;

12 25 violation of the information requirements of section;

13 26 a breach disclosure of the section;

14 article 27 and article 28, paragraph 1 is against the rules;

15 contrary to the § 29 para 5, § 30 paragraph 6, § 32 paragraph 6, § 35 par. 6, § 36 para 7, § 38 paragraph 6, § 40 paragraph 9, § 42 paragraph 10, section 44 para. 5, § 47 para 7 or § 49 para 9 of the FMA the essential changes in the data failed to timely notify;

16. Despite the prohibition on sale pursuant to § 51 para 3 of next shares distributes;

17 the provisions of §§ 52 or 53 violates;

18 contrary to § 57 para 1 fails to inform the FMA;

19 contrary to section 57 paragraph 2 not the order for the management of the relevant AIF lays back or further distribute an AIF;

20 in the breach of a provision of the delegated acts adopted on the basis of 2011/61/EU directive or 21 against a regulation adopted in accordance with this federal law, the FMA is contrary, commits an administrative offence and is to be punished up to 60 000 euro for this purpose by the FMA with a fine.

(3) who was responsible (§ 9 VStG) an AIFM in accordance with § 10 paragraph 3 the duties according to § 40, § 40a, § 40b, § 41 para 1 to 4 BWG injured, commits an administrative offence and is to punish up to 150 000 euro fine by the FMA.

(4) a person who does not fulfil the BWG as trustee over an AIFM in accordance with § 10 section 3 of its disclosure obligation pursuant to article 40, paragraph 2, commits an administrative offence and is up to six weeks by the FMA with imprisonment or to punish with a fine up to 60 000 euro.

(5) unless the fact constitutes not an administrative offence covered by paragraph 1, commits an administrative offence and is for that purpose by the FMA fined to punish with up to 60 000 euro, who 2015/760 is no. 345/2013, of the Regulation (EU) No. 346/2013 or the Regulation (EU) against the provisions of the Regulation (EU).


(6) the FMA as competent authority can any measure or sanction 2015/760 imposed no. 345/2013, Regulation (EC) No. 346/2013 or the Regulation (EU) for a violation of the regulations adopted pursuant to this federal law or policy 2011/61/EC or regulation (EC) is known publicly, unless such a disclosure does not seriously threaten the stability of financial markets "that does not affect the interests of the investors or the involved deals no disproportionate damage."

11. in article 71, par. 2 No. 21 is the point replaced with a semicolon at the end and following Z 22 added:



"22 Regulation (EU) 2015/760 on European long-term investment funds, OJ No. L 123 of the 19.05.2015, p. 98."

Article 4

Change of the capital market law

The capital market law – KMG, BGBl. No. 625/1991, amended by Federal Law Gazette I no. 114/2015, is amended as follows:

Article 16 reads:

"section 16. Who in connection with a public offering of securities or investments, which is subject to a prospectus under this federal law, or in connection with the admission to the regulated market (section 74 BörseG).



1. securities or investments offers or provides professional, if the prospectus or the changing section 6 or supplementary information or publication is contrary to the provisions of this Federal Act or created a report contradicting this federal law as issuers or published;

2. as securities or as complementary issuer in a brochure or in accordance with § 6 or changing information or as an issuer or as auditors in a report makes false statements or as an expert in accordance with § 8 par. 2 or 5 or § 14 No. 2 signed a brochure without completing each prescribed insurance;

3. contrary to the provision of § 4 advertises;

4 to publish a rating as a provider for bonds, for which pursuant to section 9, no rating published or not in time transmits the registration office;

5. as a provider pursuant to section 12 or as a reportable not according to § 13, even if no tender is given or otherwise, without requiring the prospectus sets the Registrar in knowledge;

6. as providers not in time according to § 6 changing the prospectus or the or supplementary information sent under this Federal Act of the Registrar;

7 bonds without one pursuant to section 9 para 1 Z offers 1 required approval of the Federal Minister for finance;

8. Despite the existence of a reason for exclusion changing any prospectus or one according to § 6 or supplementary information as securities (except in the case of the simultaneous signing by an unbiased pre-audit) signed or checks a report as auditor, or one such audit or inspection by an inspector or pre-audit causes, for which a cause of exclusion occurs or offers securities or investments, unless in a timely manner was; announced the appropriate insurance or premium payment made to the registration office

9 Z 4-8 or 8a, paragraph 8 is orders of the FMA pursuant to Article 8a, paragraph 2 No. 1 to 3 contrary to or without delay in accordance with § 6 para 4 communicated the indication of the Prospektkontrollors at the registration office or the display of the FMA pursuant to § 10 ABS. 3 neglects or omits the publication of the notice in accordance with § 10 section 4 or contrary to chapter V of Regulation (EC) No. 809 / 2004 advertises or publishes or 10 in the case of § 3 paragraph 3 securities "offers, without the presence of the required approval of the issuer or the person responsible for the drawing up of the prospectus, commits an administrative offence and is to be punished by a fine of up to EUR 100 000 by the FMA."

Fischer

Faymann