83. Regulation of the Financial Markets Authority (FMA) on the information provided by a person who is subject to a notification, an acquisition, an increase, a task or a reduction in a qualifying holding in a credit institution, on a Insurance undertaking, an investment firm or an investment services undertaking which has to submit to the FMA (Regulation of the Control of Owning of the Owning of the Owning of the Securities And Services)

Due to § 20b, Section 3 of the Banking Act-BWG, BGBl. No. 532/1993, as last amended by the Federal Law BGBl. I n ° 22/2009, Section 11d (3) of the Insurance Supervisors Act-VAG, BGBl. No 569/1978, as last amended by the Federal Law BGBl. I n ° 22/2009 and Section 11b (3) of the Securities and Markets Act 2007-WAG 2007, BGBl. I n ° 60/2007, as last amended by the Federal Law BGBl. I n ° 22/2009, shall be:

Section 1

General provisions

Scope

§ 1. This Regulation shall apply to advertisements pursuant to Section 20 (1) and (2) of the Federal Elections Act, Section 11b (1) and (3) of the VAG and Article 11 (2) and (3) of the WAG 2007.

Definitions

§ 2. The following definitions shall apply to this Regulation:

1.		"Display": Display of intent according to § 20 (1) and (2) of the Federal Elections Act (BWG), § 11b (1) and (3) VAG and § 11 sec. 2 and 3 WAG 2007.
2.		"Display subject": Those who are obliged to display to the Financial Market Supervisory Authority (FMA) pursuant to Section 20 (1) or (2) of the Federal Elections Act (BWG), Section 11b (1) or (3) of the VAG or Article 11 (2) or (3) of the WAG 2007.
3.		"Target company" means a credit institution in accordance with Article 1 (1) BWG, an insurance company in accordance with § 1 paragraph 1 VAG, an investment firm according to § 3 para. 1 WAG 2007 or an investment service provider according to § 4 WAG 2007, in which a qualified To acquire participation, to change existing qualified participation or to give up a qualifying holding.
4.		"Information" means any information, documents and declarations to be submitted by the person subject to the notification under this Regulation.
5.		"Qualified participation" means a participation which requires an indication after Z 1.

Completeness, accuracy and timeliness of the display

§ 3. The taxable person bears the responsibility for the completeness, correctness and topicality of the information provided on the display or at the request of the FMA.

Submission

§ 4. (1) Display on the acquisition or an increase of a qualifying holding pursuant to § 20 paragraph 1 BWG, § 11b para. 1 VAG or § 11 Abs. 2 WAG 2007 are indicated with the form according to Annex I together with the information to be submitted in accordance with Section 2 of this Regulation, to the FMA.

(2) Display on the task of a qualified participation or the underwriting of the legal limits according to § 20 paragraph 2 BWG, § 11b para. 3 VAG or § 11 Abs. 3 WAG 2007 are with the form according to Annex II together with the information to be submitted in accordance with Section 2 of this Regulation, to the FMA.

(3) The taxable person shall submit certified translations together with information to be provided under this Regulation which is not written in the German language. In individual cases, the FMA may dispense with certified translations if such translations are or may not be necessary for the prudential assessment.

Details of person: Natural persons

§ 5. The natural persons to be referred to under this Regulation shall be:

1.		full name,
2.		date of birth,
3.		birthplace and
4.		Address of main residence
.

Person information: Non-natural persons and persons associations

§ 6. The non-natural persons, persons ' associations and assets to be assigned under this Regulation by the taxable person shall be:

1.		company or name,
2.		legal form,
3.		Seat and seat,
4.		Administrative seat and
5.		the company's book number or the ordinal characteristics of a comparable registration, provided that such registration exists,
.

Section 2

Information to be provided

General

§ 7. (1) An indication of the acquisition or increase of a qualifying holding pursuant to Section 20 (1) of the Federal Elections Act (BWG), Section 11b (1) of the VAG and Section 11 (2) WAG 2007 shall be the information referred to in § § 8 to 14, indicating the extent of the planned participation. shall be attached.

(2) If the target company is an investment service provider according to § 4 WAG 2007 in the context of an ad according to paragraph 1 and it is not an indication of a person subject to a notice pursuant to paragraph 3, the advertisement shall be given in the extent of the planned participation, the information referred to in

1.		§ 8,
2.		§ 9,
3.		Section 11,
4.		Section 12 (2) and (3) (1) and (2),
5.		§ 13 and
6.		Section 14 (5), irrespective of the amount of the intended acquisition,
shall be attached.

(3) If the taxable person is within the scope of an ad according to paragraph 1

1.		a credit institution, a pension fund, an insurance undertaking, an investment firm or an investment service undertaking located in the territory of the country, the notification shall, with indication of the extent of the proposed participation, provide the information in accordance with
a)			Section 8 (1) (6) and (7),
b)			Section 8 (2),
c)			§ 9 (1) (1) and (9) (1) (1) (1) in conjunction with Section 9 (4),
d)			Section 9 (3), with the exception of the tests carried out by the FMA,
e)			Section 11 (1) and (2),
f)			§ 13 and
g)			§ 14
shall be attached. A credit institution which is affiliated to a central institution and which indicates a participation in that central institution shall only specify the extent of the planned participation.
2.		a credit institution authorised in a State of the European Economic Area in accordance with Article 4 (1) of Directive 2006 /48/EC, an investment firm referred to in Article 4 (1) (1) (1) of Directive 2004 /39/EC or an insurance undertaking based in a Member State of the European Economic Area; State of the European Economic Area, the indication indicating the extent of the planned participation shall be accompanied by the information in accordance with Z 1, § 8 (1) Z 1 and 2, § 9 (1) Z 4 and § 10 Z 1 and 3.
3.		A group company of a group consisting of several taxable persons must submit only those information which are not already submitted by other taxable persons in respect of the same acquisition process. If the taxable person makes use of this relief, he/she shall be liable for the information submitted by the other persons who are subject to the notification in accordance with § 3.
4.		a solidarity institution or a central institute within the framework of a decentralised sector association, shall be shown in the notification if the participation is carried out for the purposes of ensuring compliance with the minimum requirement of own resources in accordance with Article 22 (1) of the BWG, only the the scope of the planned participation.

(4) The information referred to in § 8 (1) (1) (1) (1) and (2) of the WAG 2007 shall be submitted to an indication of the task of a qualified participation or the underwriting of the legal limits for shareholdings in accordance with Section 20 (2) of the Federal Elections Act (BWG), Section 11b (3) VAG and the scope of the proposed participation and the planned acquirers of such participation, if they are aware of such participation. The companies referred to in paragraph 3 (1) and (4) shall not submit the information referred to in Article 8 (1) (1) (1) and (2).

(5) In the cases referred to in paragraphs 2 to 4, the FMA may, at any time in individual cases, require the submission of further information referred to in this Regulation, which is necessary for the supervisory assessment.

General information

§ 8. (1) The following general documents and declarations shall be attached to one ad:

1.		Proof of the identity or the legal existence of the person subject to the notification. As such, natural persons shall be subject, in particular, to copies of official photographs and, for legal persons, current excerpts from the company's register or a comparable register.
2.		Officially certified copies of the current articles of association, the current social contract or equivalent agreements, provided that the person is not a natural person.
3.		In so far as the taxable person is not a natural person, a list of managing bodies and personally liable partners, taking into account the nature and scope of their powers and the distribution of their business. If the taxable person is an earning capacity, a statement shall be added to indicate whether and in which percentage of the persons participating in the distribution of the profit.
4.		An up-to-date, meaningful presentation of the business activity of the taxable person.
5.		If the taxable person is not a natural person, a list of the economically beneficiaries of the taxable person, indicating the reasons for the economic benefit and the extent to which the person concerned is entitled to benefit.
6.		A statement as to whether any other authority or tribunal has carried out or carried out an investigation in connection with the proposed acquisition. This presentation shall include, in particular, the address and designation of such an authority or of such a court and a presentation of the relevant procedural status or result of such proceedings. This is to be confirmed as far as possible through official documents.
7.		A statement as to whether or not it is intended to exchange business managers of the target company and by which persons they are to be replaced.

(2) The ad shall be accompanied by a curriculum vitae of the taxable person, provided that the person is a natural person, and shall be accompanied by the curriculum vitae of each natural person in accordance with paragraph 1 (3) and (7). Curriculum vitae have the relevant training and professional experience, as well as the current activities and additional functions of the person concerned.

Reliability Information

§ 9. (1) The taxable person shall indicate on the display:

1.		Whether a criminal trial is being conducted against him or whether criminal proceedings have been carried out at an earlier stage in respect of a crime or a crime. This is to be substantiated by appropriate evidence.
2.		Whether in connection with an entrepreneurial activity an administrative criminal procedure or a comparable procedure is conducted in accordance with another legal order or has been completed with a penalty or warning over the last ten years has been made.
3.		Whether or not he was involved as a debtor in a bankruptcy procedure, a countervailing procedure, or a comparable procedure.
4.		Whether a supervisory authority whose supervision it undertakes or underlies has opened an investigation or has taken a measure against it in the last 10 years and whether and how such a procedure has been concluded.
5.		Whether an authority or a court of law does not grant him any registration, authorisation, authorisation, membership or entitlement to pursue a business or other professional activity in the last 10 years, or has been repealed or a corresponding procedure has been carried out.

(2) In accordance with paragraph 1 (1) (1), criminal proceedings are not to be disclosed which have been terminated for legal reasons or due to a lack of sufficient suspicion or have been terminated with an acquittment. Not to mention are further criminal proceedings which have been terminated by resignation of the persecution if five years have passed after the resignation of the persecution, as well as convictions which have been eradicated.

(3) The taxable person must also state whether his or her reliability or the reliability of a person pursuant to Article 8 (1) (3) or (7) as the acquirer of a qualifying holding in a credit institution, insurance undertaking, shall be subject to a an investment firm or an investment service undertaking has been audited by a supervisory authority responsible for the supervision of such an investment firm. It shall continue to declare whether a comparable test has been carried out by another authority. Official documents must be attached to the ad. If such documents are not available to the person subject to the notification, he or she shall justify this.

(4) The information required in accordance with paragraph 1 shall also be made by the person who is subject to the notification in respect of his/her company and any person in accordance with Section 8 (1) (3) and (7) of the Directive.

Participation conditions and group membership as well as other possibilities of influence

§ 10. An ad shall be accompanied by the following information on direct and indirect participation, group affiliation and other possible means of influence of the taxable person:

1.		If the taxable person is a member of a group,
a)			a meaningful presentation of the group structure with an organizational chart, indicating each group company, as well as the shares held in each of the shares and the voting rights in percent,
b)			a meaningful presentation of the Group's business activities; and
c)			a list of the group undertakings supervised by the authorities in Member States or third countries responsible for the supervision of credit institutions, insurance undertakings, other financial institutions or the financial markets as well as the name and address of the supervisory authorities concerned.
2.		If the taxable person is a natural person, a list of the companies whose business he or she is carrying out or which he has control. It shall also indicate whether the taxable person carries out or is in control of the business of the indicated undertaking.
3.		Unless the person concerned is a natural person, a list of natural and legal persons not belonging to the group, commercial companies and companies of other forms of society, as well as the special purpose of the person concerned, Notifiers hold at least 10 vH of the capital or voting rights, or which, irrespective of whether the capital or voting rights are held, can exercise a significant influence on the person subject to the disclosure, or who, if the Notifiable person is an earning capacity, in the distribution of its profits in the amount of of at least 10 vH. Existing voting rights agreements should be explained.

Relevant business relationships, family ties and other relevant relationships as well as employment interests

§ 11. (1) The ad shall be accompanied by a presentation of the financial and other interests of the person subject to the notification of the qualified participation.

(2) The presentation referred to in paragraph 1 shall describe the business relationships of the taxable person or a company which he or she has directed or controlled, which shall be indicated in each case,

1.		the target company,
2.		the undertakings controlled by the target undertaking;
3.		the holders of capital shares in the target company, specifying the amount of the capital shares;
4.		the holders of voting rights in the target company, indicating the amount of the voting rights,
5.		the directors of the target company and persons who actually conduct the business of the target company; and
6.		the members of the supervisory body of the target company
maintains.

(3) Enge ties within the meaning of § 48a (1) Z 9 lit. a to c BörseG of persons pursuant to section 8 (1) (3) to the persons referred to in paragraph 2 (2) (3) to (5) shall be designated in the presentation in accordance with paragraph 1.

(4) It shall be stated in the presentation in accordance with paragraph 1:

1.		Those persons according to § 8 (1) (3) who, under the terms of the law, the articles of association, the social contract or an equivalent agreement, are at the same time authorised to conduct the business of a holder pursuant to paragraph 2 (2) (3) and (4) or of the target company, or to Actually do business.
2.		Those persons who, at the same time, are the holders of capital or voting rights in the target company and holders of capital or voting rights in the target company, the amount of the capital or voting rights in each case being indicated.

(5) In the representation referred to in paragraph 1, the interests or activities of the taxable person who could be against the interests of the target company in a sound and prudent management shall be dealt with separately and shall explain how the aim is to prevent these interests from having a negative impact on the target company.

Financial situation and creditworthiness of the taxable person

§ 12. (1) The taxable person shall present his economic conditions.

(2) In the case of an accounting person, the presentation as referred to in paragraph 1 shall contain the following information on the person subject to the notification:

1.		Annual accounts and, where they are to be drawn up or voluntarily drawn up, annual reports of the last three financial years.
2.		Reports on the annual financial statements of independent auditors of the last three financial years, if they are to be drawn up or have been voluntarily drawn up.
If a reporting obligation is incorporated into a group, the information according to Z 1 and 2 is also to be presented for the Group level.

(3) In the case of non-reporting persons, the presentation referred to in paragraph 1 shall contain the following information and documents:

1.		A complete list and description of the sources of income.
2.		An up-to-date asset statement, including all liabilities.
3.		If there is a duty to issue an income tax return, or the taxable person has made it voluntarily, the income tax returns and income tax notices of the last three calendar years. If these are not available, documents with comparable information content are not available.

(4) Where the creditworthiness of the taxable person has been assessed by one or more credit rating agencies, the taxable person shall indicate the most recent credit rating of each credit rating agency and shall be accompanied by meaningful documentation from the rating agency of the credit rating agency. proof. The same shall apply in respect of the creditworthiness of the group to which the taxable person is a member and, in respect of undertakings not belonging to the group, through which the taxable person is subject, provided that he is a natural person, or whose control is Business he leads. In the event of a non-disclosure of the documents referred to in the first sentence, the person concerned shall justify the reasons.

Financing of the acquisition, disclosure of all agreements

§ 13. The display shall provide a meaningful presentation and appropriate evidence of the existence and economic origin of the yaws and extrants to be used for the acquisition, as well as all related to the acquisition and use of the shall be accompanied by agreements and contracts intended to be acquired.

Business plan, presentation of strategic goals and plans

§ 14. (1) If the taxable person acquires control of the target company through the proposed acquisition or the planned increase of the qualifying holding, the advertisement shall be accompanied by a business plan which shall be accompanied by the acquisition or increase of the qualified participation in the target company's strategic objectives and plans of the person to whom it is subject. In particular, the business plan has meaningful information on the planned strategic development (paragraph 1). 2), on the planned development of the assets, financial and earnings situation (par. 3) as well as the impact on the corporate and organisational structure of the target company (par. 4).

(2) The information on the planned strategic development shall contain general comments on the main objectives of the acquisition and the measures to be taken to achieve the objectives. These include in particular:

1.		The business strategy objectives and considerations for the acquisition of equity.
2.		The medium-term assets, financial and earnings targets.
3.		The desired synergy effects in the target company.
4.		The possible realignment of business activities.
5.		A planned change in the financial structure of the target company.
6.		General requirements and provisions for the integration and integration of the target company into the group structure and group structure of the acquirer. This has a description of the most important synergy effects with other companies of the Group and the Group, as well as a description of the principles and procedures for the management and management of the corporate relationships within the Group. and to contain the group.
7.		Comments on the willingness and the economic ability to provide the target company with further capital in the future, if necessary.

(3) The information on the planned development of the assets, financial and earnings situation shall include the plan balance sheets, the plan and loss accounts and the financial plans for each of the next three financial years after the acquisition or the planned financial year Increase of qualified participation both for the target company and for the Group. In particular,

1.		the forecast capital ratios,
2.		the information on the level of likely risk positions; and
3.		A view of planned intra-group transactions
to be included.

(4) The information on the impact on the corporate and organisational structure of the target company shall, in particular, indicate and describe the following:

1.		The composition and responsibilities of the corporate bodies and of the committees which they have set up.
2.		The accounting methods and control, control and control processes, as well as substantial changes to these methods and procedures. These statements also contain information on material changes regarding the internal audit and the compliance function and the change with senior staff members.
3.		The IT systems used, IT security as well as significant changes of these systems.
4.		The principles for delegation and outsourcing of business activities and processes to other companies or persons.

(5) Where, through the proposed acquisition or by the planned increase in the qualifying holding in the target company, capital or voting rights of 20 vH to 50 vH are held by the scoreboard subject or from that to the target company where a relevant influence can be exercised and, after the proposed acquisition or the planned increase in the qualifying holding, the taxable person has no control over the target company, the display shall be accompanied by the following documents: Information includes:

1.		Meaningful information on the strategic development envisaged in accordance with paragraph 2 and
2.		meaningful information in accordance with paragraph 4 above, where these detailed statements must include the nature of the intended future influence on the financial endowment and the capital allocation of the target company.

(6) If, as a result of the proposed acquisition or due to the planned increase of the qualifying holding in the target company, capital or voting rights shares under 20 vH are held by the scoreboard, but from this to the target company no , and after the proposed acquisition or increase of the qualifying holding, the person who is subject to the proposed acquisition does not have any control over the target company, the following information shall be provided on the display include:

1.		A meaningful presentation of the general strategic objectives to be pursued with the acquisition. Specify in particular how long the shares are expected to be held and whether the share level should be changed within a foreseeable period of time after the acquisition.
2.		A presentation of the intended future influence on the target company, giving the reasons for this.
3.		Comments on the willingness and the economic ability to provide the target company with further capital in the future, if necessary.

References

§ 15. To the extent that this Regulation refers to the Banking Act (BWG), Insurance Supervision Act (VAG), the Stock Exchange Act 1989 (BörseG) or the Securities Supervision Act 2007 (WAG 2007), these are, if nothing else is determined, in the version of the Federal Law BGBl. I n ° 22/2009.

entry into force

§ 16. This Regulation shall enter into force on 1 April 2009.

Ettl Pribil