Change Of Issuer Compliance Regulation 2007

Original Language Title: Änderung der Emittenten-Compliance-Verordnung 2007

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Regulation of the Financial Markets Authority (FMA) amending the issuers compliance regulation 2007

Pursuant to Section 82 (6) and Section 48d (11) of the Austrian Stock Exchange Act 1989-BörseG, BGBl. N ° 555, as last amended by the Federal Law BGBl. I No 145/2011, shall be arranged:

The Issuers Compliance Regulation 2007-ECV 2007, BGBl. II. No 213, shall be amended as follows:

1. In § 3 the following Z 1a is inserted after Z 1:

" 1a.

"Compliance-relevant information" means insider information in the sense of Z 1 or any other information that is confidential and sensitive to the course of the course. "

2. In § 3, Z 3, sentence 1 and Z 4, sentence 2, as well as § 4 (4) sentence 1 and paragraph 5, the word "Insider Information" through the phrase "Compliance-relevant information" replaced.

3. § 5 together with the title is:

" Dealing with compliance-relevant information

§ 5. (1) The issuer shall give appropriate instructions to ensure that, within a confidentiality area, compliance-relevant information can only be brought to the knowledge of those persons who are involved in the processing of such information as a result of their activities. . In doing so, the number of persons involved in compliance-related information shall be kept as low as possible.

(2) The issuer shall issue appropriate instructions to ensure that all compliance-relevant information, which has become known for the first time in the company and recognized as such, is immediately reported to the compliance officer.

(3) Records and external data carriers, in particular diskettes and CD-ROMs, which contain compliance-relevant information, shall be kept in such a way that they are not accessible to those persons who are involved in the processing of these compliance-relevant information. Information, documents or external data media shall not be dealt with in the light of their activities.

(4) Electronic stored data, including electronic mail, which contain compliance-relevant information, shall be secured in such a way that it is not accessible to those persons who are involved in the processing of these compliance-relevant information. Information or data shall not be dealt with in the light of their activities. "

4. § 6 together with headline reads:

" Disclosure of compliance-relevant information

§ 6. (1) The issuer must ensure that compliance-relevant information is also treated strictly confidentially in internal business transactions with respect to other business areas and that a confidentiality area is only available under the terms of para. 2 and 3. to leave the country.

(2) Compliance-related information may be passed on from a confidentiality area to another business unit only if it is required for corporate purposes. Such a transfer of information shall be limited to the extent strictly necessary.

(3) As soon as a compliance-relevant information has been passed on from a confidential area, the compliance officer shall be informed immediately. This person shall record the information content, the name of the notifying person, the date of receipt of the notification and the disclosure of the information, and the names of those persons who already know of the compliance-relevant information to have or to gain knowledge.

(4) The obligation pursuant to paragraph 3 to provide immediate information to the compliance officer shall not apply if the disclosure of a compliance-relevant information within the framework of existing institutionalized and predefined information flows is done. The issuer must document these institutionalized and pre-defined information flows in writing, as well as their changes, and bring them to the attention of the compliance officer. "

5. § 7 reads:

" § 7. (1) The issuer shall take appropriate measures to ensure that compliance-relevant information is subject to further secrecy even after leaving a confidentiality area, unless inside information is provided in compliance with the Obligations according to § 48d (1) and (3) BörseG are published. These arrangements include, in particular, the obligation to inform the addressee of the information that it is a compliance-relevant information.

(2) The disclosure of compliance-relevant information to non-company persons is only permitted.

1.

if this is necessary for corporate purposes,

2.

if the transfer is limited to the extent strictly necessary; and

3.

if the non-company person is obligated to keep the information relevant to compliance, if it is not in any case obligated to secrecy on the basis of laws or professional rules, and in the context of an agreement to keep compliance-relevant information secret and not to abusive use within the meaning of § 48b BörseG ("Non-Disclosure Agreement").

In any case, § 48b BörseG is to be observed with regard to the disclosure of inside information. "

6. In the title of the 3. Section, section 12 (2), (2) and (3) and section 13 (2) and (3) shall be the word "Insider Information" through the phrase "Compliance-relevant information" replaced.

7. In § 14, the following paragraph 3 is added:

" (3) § 3 Z 1a, Z 3 sentence 1 and Z 4 sentence 2, § 4 para. 4 sentence 1 and para. 5, § § 5 and 6 with headline, § 7, the title of the 3. Section, § 12 (2) (2) and (3) and § 13 (2) and (3) in the version of the BGBl Regulation. II No. 30/2012 shall enter into force with the day following the event. "

Ettl Pribil