19. Federal Act, with which the Stock Exchange Act and the Banking Act are amended

The National Council has decided:

Article 1

By way of Article 2 of this Federal Act, Directive 2004 /109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are trading on a regulated market and amending Directive 2001 /34/EC (OJ L 197, 21.7.2001, p. No. OJ L 390 of 31 December 2004, S 38).

Article 2

Amendment of the Stock Exchange Act

The Stock Exchange Act, BGBl. N ° 555/1989, as last amended by the Federal Law BGBl. I n ° 141/2006, is amended as follows:

1. § 48 (1) Z 6 reads:

" 6.		as issuer, its obligation to publish, transmit or communicate in accordance with § § 75a and 82 to 89 is not fulfilled or does not fulfil its obligations in good time or violates its obligations pursuant to Section 82 (5), "

2. § 48 (1) (6a) is deleted.

3. In § 66 para. 1 Z 5 lit. a removes the word group "or in the text of the authorisation pursuant to section 78 (2)" .

4. In § 66 (1) Z 9, after the word "Clean up" the word group "and the minimum denomination of which shall be less than EUR 50 000" inserted as well as the reference "§ 74 (2) Z 1" by reference "§ 7 KMG" replaced.

5. In § 68 paragraph 1 Z 6 lit. a removes the word group "or in the communication on admission (§ 79 para. 3)" .

6. In § 68 (1) Z 9, after the word "Clean up" the word group "and the minimum denomination of which shall be less than EUR 50 000" inserted as well as the reference "§ 74 (2) Z 1" by reference "§ 7 KMG" replaced.

7. In § 71, the word group "abroad" through the word group "in a third country" replaced.

8. § 72 (1) reads:

" (1) The application for admission of a security or an issuance programme for trading or regulated free circulation shall be submitted in writing by the issuer to the stock exchange company and shall be co-produced by a member of the stock exchange, unless the issuer itself is a member of the relevant stock exchange. "

9. In § 74, the reference "§ 2 KMG" by reference "§ 8a KMG" replaced.

10. In § 75 paragraph 1 Z 8 lit. e will be the word group "EEA Contracting State" by the word "Member State" and in § 75 para. 1 Z 8 lit. f becomes the word group "EEA Contracting State" by the word "Member State" replaced.

11. In Section 75a (1), the word shall be: "submit" by the word "publish" , the word group "EEA States Parties" by the word "Member States" and the word group "Directive 2001 /34/EC" through the word group "Directives 2003 /71/EC and 2004 /109/EC" replaced.

Article 81 (1) reads as follows:

" (1) The issuer has to pay an admission fee and a fee for the duration of the stock market listing of traffic items to the stock exchange company. These fees are to be fixed in a fee order to be set up by the stock exchange company in agreement with the FMA (Section 13 (6)), with due regard to commercial principles as well as the economic interest in the stock exchange trading. The fee regulations and their changes are general terms and conditions; the fees are to be asserted in the ordinary course of law; the stock exchange company may also make the admission subject to proof of the deposit of the fee. The fees regulations do not require the authorization in accordance with § 13 (1). "

13. § 81 (2).

14. In Section 81 (7), the word group shall be "regulated free movement" through the word group "Official trade and regulated free circulation" replaced.

15. In accordance with § 81, the following § 81a is inserted:

" § 81a. (1) For the purposes of § § 81a to 94 the following definitions shall apply:

1.		"securities" means transferable securities within the meaning of Article 4 (1) (18) of Directive 2004 /39/EC, with the exception of money market instruments within the meaning of Article 4 (1) (19) of that Directive, with a maturity of less than 12 months.
2.		"debt securities" means debt securities or other transferable claims in a securitised form, with the exception of securities which are equivalent to shares or which, in the case of the conversion or pursuit of the rights securitised by them, to acquire shares; or equities securities to be equivalent to shares.
3.		"Regulated Market" means a market within the meaning of Article 4 (1) (14) of Directive 2004 /39/EC.
4.		"Issuer" means a legal person whose securities are admitted to trading on a regulated market, where, in the case of certificates representing securities, the issuer of the securities represented shall be deemed to be issuer.
5.		"Shareholder" means any person of private or public law who, directly or indirectly, holds:
a)			shares of the issuer in its own name and for its own account,
b)			shares of the issuer in its own name, but on behalf of another natural or legal person,
c)			Certificates, whereby the holder of the certificate is considered to be the shareholder of the underlying shares represented by the certificate.
6.		"controlled enterprise" means any undertaking,
a)			where a person has the majority of the voting rights, or
b)			where a person has the right to appoint or discontinue the majority of the members of the administrative, management or supervisory body and, at the same time, is a shareholder or member of the undertaking concerned, including the rights of the undertaking concerned; Holders in terms of voting, placing orders and dismisses also the rights of any other company controlled by the shareholder as well as the rights of any person who, although in his own name, on behalf of the shareholder or any other of the shareholder controlled company, or
c)			where a person is a shareholder or a shareholder and, on the basis of an agreement with other shareholders or members of the undertaking concerned, has the sole majority of the voting rights of the shareholders or members; or
d)			to exercise or control the influence or control of a person or to exercise control over that person.
7.		'Member State of origin' shall be
a)			in the case of issuers of debt securities with denominations of less than EUR 1 000 or an issuer of shares,
aa)				for issuers having their head office in the Community, the Member State in which the seat is situated,
bb)				for issuers established in a third country, the Member State in whose competent authority the annual information referred to in Article 10 of Directive 2003 /71/EC must be deposited;
			the definition of 'home Member State' shall apply to debt securities denominated in a currency other than euro if the denomination value on the date of issue is less than EUR 1 000, provided that it does not correspond to approximately EUR 1 000;
b)			for everyone not under lit. a falling issuer of the Member State chosen by the issuer under its host Member State and the Member States which have admitted its securities to trading on a regulated market in their territory. An issuer may not select more than one Member State as the home Member State. The election shall be valid for at least three years, except where the issuer's securities are admitted to trading on no regulated market in the European Union.
8.		"host Member State" means a Member State in which securities are admitted to trading on a regulated market, provided that they do not constitute the home Member State.
9.		"prescribed information" means any information which an issuer or any other person who, without the consent of the issuer, has requested the admission of its securities to trading on a regulated market, is published in accordance with section 82 (8) of the as well as the indication of the according to Z 7 lit. b elected home Member State.
10.		"electronic aids" are electronic devices for processing (including digital compression), storage and transmission of data via cable, radio, optical technologies or other electromagnetic methods.
11.		'management company' means a company within the meaning of Article 1a (2) of Directive 85 /611/EEC.
12.		"Market Maker" is a person who permanently indicates to the financial markets that it is willing to trade for its own account through the purchase and sale of financial instruments using its own capital, to the prices it has identified.
13.		"credit institution" means a company within the meaning of Article 1 (1) (1) of Directive 2006 /48/EC.
14.		"Member State" means any State which is a member of the European Economic Area.
15.		"Person" means a natural person or a legal person.

(2) The FMA has adopted the comitology provisions adopted by the European Commission in accordance with Article 27 (2) of Directive 2004 /109/EC, in accordance with Regulation

1.		specify, for the purposes of paragraph 1 (7), the procedures under which an issuer has the choice of the home Member State;
2.		adapt the three-year period in connection with the issuer ' s business activities to any new provisions of Community law relating to admission to trading on a regulated market, if this is the case for the provisions of paragraph 1 (1) (7) (lit). (b) the choice of the home Member State should be indicated;
3.		to draw up, for the purposes of paragraph 1 Z 10, an indicative list of aids which are not to be considered as electronic means, taking into account Annex V of Directive 98 /34/EC.

(3) The publication and notification obligations in accordance with § § 82 to 94 shall apply to issuers in respect of which Austria is a host Member State, as well as to shareholders of such issuers according to § 91 and those equivalent persons in accordance with § § 91. 92, however, only in so far as they do not exceed the requirements set out in Directive 2004 /109/EC.

(4) The publication and notification obligations in accordance with § § 82 to 94 shall apply to shares issued by collective investment undertakings of a type other than the closed type pursuant to Directive 85 /611/EEC (UCITS ' s) and to shares; which are acquired or sold within the scope of such organisms, merely the provisions of § § 91 to 94.

(5) Securities issued by the Federal Government or regional authorities which are admitted to trading on a regulated market shall be exempted from the application of Section 84 (2) to (4) and Section 93 (6). "

Section 82 (3) reads as follows:

" (3) Each issuer shall maintain, on a regulated market, a number or deposit at a credit institution at the place of stock exchange during the period of the listing of the securities issued by him on a regulated market, and any change shall immediately be Stock exchange companies. In the case of securities securitised in collective documents, a number and deposit shall be sufficient in the case of a credit institution in an EEA Member State. "

17. § 82 (4) reads:

" (4) An issuer shall publish its annual financial report no later than four months after the end of each financial year, and shall ensure that it remains publicly available for at least five years. The annual financial report shall include:

1.		the audited financial statements;
2.		the annual report;
3.		statements in which the legal representatives of the issuer, indicating their name and their position, confirm that:
a)			the annual accounts of their knowledge, drawn up in accordance with the relevant accounting standards, provide as accurate a picture as possible of the assets, financial position and performance of the issuer, or of the totality of the assets included in the consolidation. -mediating enterprises;
b)			that the management report constitutes the business performance, the business result or the situation as a whole of the undertakings included in the consolidation in such a way as to give as true a picture as possible of the assets, financial position and profit situation, and that it shall: describes the essential risks and uncertainties to which they are exposed.
If the issuer is obliged to draw up a consolidated financial statements, the audited financial statements shall include the consolidated financial statements and the annual accounts of the issuer as parent companies. The audit opinion shall be published in full, together with the annual financial report. "

18. § 82 (5a).

Article 82 (6) reads as follows:

" (6) The FMA has to lay down the comitology provisions adopted by the European Commission pursuant to Article 27 (2) of Directive 2004 /109/EC, in accordance with the provisions of the Regulation, under which technical conditions a published pursuant to paragraph 4 Annual financial report, including the confirmation notice, must remain publicly available. Furthermore, it is authorized to regulate the information transfer in the company pursuant to section 5 (2) and for organisational measures in accordance with Z 3 by means of a regulation. These principles shall, in compliance with § § 11 to 18 WAG, have the possibility to counteract the development of facts in accordance with § 48b and to contribute to the ability to make such facts to be able to be fully complied with. "

Article 82 (8) reads as follows:

" (8) The publication according to paragraph 4, § 48d, § 75a (1), § 87 (1) and (6) and § 93 (1) to (6) as well as the indication of the according to § 81a Z 7 lit. (b) the chosen home Member State shall be made through an electronically operated information dissemination system, which shall be disseminated at least within the European Community. The information dissemination systems that meet these requirements are determined by the FMA regulation. "

21. § 83 with headline reads:

" Obligations of issuers of shares

§ 83. (1) A issuer of shares must treat all shareholders who are in the same position in the same way.

(2) The issuer must ensure that all the facilities and information required by shareholders to exercise their rights are available in the home Member State and that the integrity of the data is preserved. Shareholders may exercise their rights by an authorised representative, provided that the legislation of the issuing State of the issuer is fulfilled. In particular, the issuer must:

1.		inform about the place, time and agenda of the Annual General Meeting, as well as the total number of shares and voting rights and the rights of shareholders to participate in the Annual General Meeting;
2.		any person who is entitled to participate in the Annual General Meeting with the right to vote, together with the individual notification to the Annual General Meeting, if such notice is issued, or upon request for his or her deprivation, a full-form form either in paper form or, where appropriate, by means of electronic means;
3.		designate a credit or financial institution as the authorized body through which the shareholders may exercise their financial rights;
4.		announcing the allocation and payment of dividends and the issuing of new shares, as well as informing about changes in the statutes and rights in relation to the allocation, subscription, confiscation or exchange of shares.
The FMA has adopted the comitology provisions adopted by the European Commission in accordance with Article 27 (2) of Directive 2004 /109/EC in accordance with the provisions of the Regulation on which types of credit or financial institutions a shareholder referred to in Z 3 financial rights.

(3) For the purpose of the transmission of information to shareholders, issuers may use electronic tools, provided that a decision is taken by a general meeting and the following conditions are met:

1.		The use of electronic means shall not depend in any way on the seat or place of residence of the shareholder or of the persons referred to in § 92.
2.		Arrangements shall be made for identification in order to ensure that the shareholders or persons who may exercise voting rights or give instructions on the exercise of voting rights are actually informed.
3.		Shareholders or persons pursuant to § 92 (1) to (5) who may acquire, sell or exercise voting rights shall be requested in writing to consent to the use of electronic means for the transmission of information; their consent shall be deemed granted if they do not conflict within a reasonable period of time. They may ask for information to be sent back to them in writing at any subsequent time.
4.		Any division of the costs associated with the transmission of such information by electronic means shall be determined by the issuer within the meaning of the principle of equal treatment referred to in paragraph 1.

(4) The withdrawal of the shares from regulated free circulation shall be reported to the stock exchange company at least one month in advance and shall be published simultaneously. This period may be shortened at the request of the stock exchange company if circumstances worthy of consideration are in place.

(5) The obligations of issuers of shares pursuant to paragraphs 1 to 3 shall also apply to issuers of participation certificates in accordance with Section 23 (4) of the BWG and Section 73c (1) VAG as well as to issuers of securities through enjoyment rights in accordance with § 174 AktG. "

22. § 84 and headline reads:

" Obligations of issuers of debt securities

§ 84. (1) An issuer of debt securities must treat all holders of equal debt securities in the same way with respect to all rights attaching to these debt instruments.

(2) The issuer must ensure that all facilities and information required by the holders of debt instruments to exercise their rights are publicly available in the home Member State and that the integrity of the data is respected. The holders of the debt may be allowed to exercise their rights by an authorised representative, provided that the legislation of the issuing State of the issuer is fulfilled. In particular, the issuer must:

1.		on the place, time and agenda of the creditors ' meeting of the debt holders and on the payment of interest, the exercise of the rights to exchange, exchange, subscription or cancellation and repayment, and the right of participation of these holders inform of debt instruments;
2.		any person who is entitled to participate in the creditor meeting of the debtor's holder, together with the individual notification to the meeting, if such a person is received, or upon request for his or her exhilaration, transmit the full-form form either in paper form or, where appropriate, by means of electronic means;
3.		designate a credit or financial institution as the authorized body through which the holders of debt securities may exercise their financial rights.
The FMA has adopted the comitology provisions adopted by the European Commission pursuant to Article 27 (2) of Directive 2004 /109/EC in accordance with the provisions of the Regulation on the types of credit or financial institutions which are subject to the obligation of a debtor in Z 3. may be exercised.

(3) Where only holders of debt securities with a minimum denomination of EUR 50 000 or, in the case of debt instruments denominated in currencies other than euro, with a minimum denomination equivalent to EUR 50 000 on the date of issue, to a minimum denomination, The issuer may elect each Member State as a place of assembly, provided that there are all the facilities and information required by the holders of debt instruments for the exercise of their rights.

(4) For the purpose of the transmission of information to the holders of debt securities, issuers may use electronic tools, provided that a decision is taken by a creditor assembly and the following conditions are met: are fulfilled:

1.		The use of electronic means shall not in any way depend on the registered office or place of residence of the debtor holder or of the authorised representative representing that person.
2.		Arrangements shall be made for identification to ensure that the holders of debt securities are actually informed.
3.		The holders of debt instruments shall be requested in writing to consent to the use of electronic means for the transmission of information; their consent shall be deemed to have been granted if they do not within a reasonable period of time contradict. They may ask for information to be sent back to them in writing at any subsequent time.
4.		Any division of the costs associated with the transmission of such information by electronic means shall be determined by the issuer within the meaning of the principle of equal treatment referred to in paragraph 1.

(5) The withdrawal of the debt securities from regulated free circulation shall be reported to the stock exchange company at least one month in advance and shall be published simultaneously. This period may be shortened at the request of the stock exchange company if circumstances worthy of consideration are in place. This period shall not apply if an application for admission to official listing is granted prior to the expiry of the application. "

23. § 85 with headline reads:

" Language and Third Country Regulation

§ 85. (1) If securities are only admitted to trading on a regulated market in Austria as the home Member State, the required information shall be published in German.

(2) If securities are admitted to trading on a regulated market in Austria as the home Member State and on a regulated market in one or more host Member States, the required information shall be:

1.		in German and
2.		depending on the choice of the issuer, either in a language which is accepted by the competent authorities of the host Member States concerned or in a language which is common in international financial circles.

(3) If securities are admitted to trading on a regulated market in one or more host Member States but not in the home Member State, the information required shall be in one of the issuers ' choice in one of the to the competent authorities of the host Member States, or to publish them in a language commonly used in international financial circles.

(4) If securities are admitted to trading on a regulated market without the issuer's consent, the obligations laid down in paragraphs 1 to 3 shall not apply to the issuer, but to the person who shall be admitted without the consent of the issuer has requested.

(5) Shareholders and persons within the meaning of § § 91, 91a and 92 are permitted to inform an issuer of required information only in a language commonly used in international financial circles.

(6) By way of derogation from paragraphs 1 to 4, the information required shall be the choice of the issuer or the person who has requested the authorisation without the issuer's agreement, either in one of the competent authorities of the issuer a language accepted by the home Member State and the host Member State, or in a language customary in international financial circles, where securities with a minimum denomination of EUR 50 000 or, in the case of securities, other currencies other than denominated denominations denominated in euro-with a minimum denomination, which shall be 50 000 on the date of issue The euro shall be admitted to trading on a regulated market in one or more Member States.

(7) If the seat of an issuer in a third country is situated, the FMA may, as the competent authority of the home Member State, take out that issuer from the requirements of Sections 82 to 84, 87 and 93, provided that the law of the third country concerned requires at least equivalent requirements, or that the issuer complies with the requirements of the legislation of a third country which the FMA considers to be equivalent. However, the information to be provided in accordance with the rules of the third country must be filed in accordance with § 86 and published in accordance with § § 85 and 86. By way of derogation, issuers established in a third country shall be exempt from the preparation of their annual accounts and interim reports pursuant to Articles 84 and 87 before the financial year commencing on or after 1 January 2007, provided that: Issuers shall draw up their annual accounts in accordance with the IFRS adopted pursuant to Regulation (EC) No 1606 /2002/EC.

(8) The FMA shall ensure that information published in a third country which may be of importance to the public in the Community is also published in accordance with sections 85 and 86 of this Article. This shall also apply if the information in question is not the required information in accordance with Section 81a (1) (9).

(9) undertakings established in a third country which would require an authorisation in accordance with Article 5 (1) of Directive 85 /611/EEC or an authorisation with a view to the management of portfolios referred to in point A (4) of Section A of Annex I to Directive 2004 /39/EC if they are their head office or, in the case of investment firms, their head office within the Community, are also exempted in accordance with Section 92a (2) and (3) of the group to aggregate their holdings with the holdings of their parent undertakings; provided that they meet equivalent conditions in respect of their independence as management companies or investment firms.

(10) The FMA has adopted the comitology provisions adopted by the European Commission in accordance with Article 27 (2) of Directive 2004 /109/EC, in accordance with Regulation

1.		to provide for the determination of the equivalence of mandatory information, including financial statements, with information required in accordance with the laws, regulations and administrative provisions of a third country;
2.		Declare that the third country in which the issuer has its registered office is based on its laws, regulations or administrative provisions or practices or procedures which are based on international standards established by international organisations, ensuring equivalence with mandatory information;
3.		to allow the affected issuers of a third country whose accounting standards are not equivalent to allow the continued application of those accounting standards during a reasonable transitional period;
4.		specify the nature of the information published in a third country in accordance with paragraph 8 of this Article to the public in the Community;
5.		to establish that, by virtue of its laws, regulations and administrative provisions, a third country ensures the equivalence of the independence requirements laid down in Directive 2004 /109/EC as well as of the relevant implementing measures. "

24. § 86 together with the title is:

" Storage System and Public Authorities

§ 86. (1) Published by an issuer or a person who, without the issuer's agreement, has requested the admission of securities to trading on a regulated market, he or she shall have such information at the same time as a publication document to the stock exchange company and the FMA as well as to the OeKB for the purpose of storage. The FMA may publish this information on its website. The above obligations apply only to issuers for which Austria is the home Member State and to the stock exchange company only if the securities of the issuer are admitted to a regulated market of the stock exchange company . If the issuer intends to amend its articles of association or its statutes, it shall forward the draft amendment to the stock exchange undertaking on whose regulated market its securities are admitted to trading and to the FMA, if Austria is to the The Member State of origin. Such a transfer shall be made without delay and at the latest by the date of the convening of the main or creditors ' meeting, which shall be voted on or informed of the draft amendment.

(2) The FMA has adopted the comitology provisions adopted by the European Commission pursuant to Article 27 (2) of Directive 2004 /109/EC, in accordance with the provisions of the Regulation, the procedure by which an issuer, a holder of shares or other financial instruments or a person within the meaning of section 92 of the stock exchange undertaking and the FMA has to submit information pursuant to paragraph 1 in order to:

1.		to make it possible to deposit by means of electronic means;
2.		to coordinate the deposit of the annual financial report within the meaning of Article 82 (4) with the deposit of the annual information within the meaning of Article 10 of Directive 2003 /71/EC.

(3) An issuer or a person who has applied for admission to trading on a regulated market without the issuer's agreement shall disclose the prescribed information in a form that does not discriminate in a manner that is discriminatory ensure rapid access to them and make them available to the officially appointed system within the meaning of paragraph 4. The issuer or the person who, without his consent, has applied for admission to trading on a regulated market shall not charge investors for access to the information. The issuer must rely on the media where it can reasonably be assumed that they are actually forwarding the information to the public throughout the Community. Where securities are admitted to trading only on a regulated market in Austria as a host Member State, but not in the home Member State, the FMA shall have the publication of the required information in accordance with the requirements of this paragraph.

(4) The OeKB shall act as an officially ordered system for the central storage of prescribed information. It must comply with minimum quality standards with regard to data security, ensure certainty as to the origin of the information, time-recording and easy access for end-users, and shall be subject to the deposit procedure referred to in paragraph 1. It is entitled to charge an appropriate remuneration for its activities.

(5) The FMA has adopted the comitology provisions adopted by the European Commission in accordance with Article 27 (2) of Directive 2004 /109/EC, in accordance with the provisions of the Regulation, taking into account technical developments on financial markets and developments in the Information and communication technology to ensure the uniform application of paragraphs 3 and 4. In particular, it shall determine the following:

1.		minimum standards for the dissemination of prescribed information in accordance with paragraph 3;
2.		Minimum standards for the central storage system referred to in paragraph 4.
It may also compile and update a list of the media on which this information can be brought to the attention of the public.

(6) The FMA is empowered within the scope of § § 82 to 94.

1.		by auditors, issuers, holders of shares and other financial instruments or persons within the meaning of § § 91a and 92 and by persons who control or are controlled by them, the presentation of information and documents require;
2.		require issuers to publish information according to Z 1 by the means and within the time limits it deems necessary. It may publish this information on its own account, after consultation with the issuer, if the issuer or the persons who control it or are controlled by it do not comply with the request;
3.		require the management of the issuer and the holders of shares or other financial instruments or persons within the meaning of § § 91a and 92 to provide the information required pursuant to § § 82 to 94, and if necessary to provide further information and documents;
4.		to suspend trading in securities for a maximum of ten consecutive days or to require a suspension of trading from the relevant regulated market if it has reasonable grounds for believing that the provisions of Sections 82 to 94 have not been complied with by the issuer;
5.		prohibit trade on a regulated market if it finds that the provisions of sections 82 to 94 have been infringed or that there are legitimate grounds for believingthat they have been infringed;
6.		to monitor the information provided to the issuer in a timely manner so as to ensure that the public has effective and equivalent access to it in all Member States where the securities are traded; and Otherwise appropriate measures shall be taken;
7.		to make public the fact that an issuer, or a holder of shares or other financial instruments, or a person within the meaning of sections 91a and 92, does not comply with his or her obligations, provided that this notice is the stability of the financial markets is not seriously jeopardised or does not inflict disproportionate damage on the parties concerned;
8.		carry out on-site inspections in order to verify compliance with § § 82 to 84 and its implementing measures.

(7) Where information on facts or decisions relating to a request for information by the competent authority referred to in paragraph 6 (1) is passed on by the auditors to the competent authorities, this shall not constitute a breach of restrictions on the disclosure of information imposed by law or by legislation, and the auditor cannot be held liable in any way.

(8) The FMA shall cooperate with the competent authorities of other Member States in so far as this is necessary for the performance of its tasks in accordance with § § 82 to 94. FMA has to provide mutual assistance to the competent authorities of other Member States. The obligation of official secrecy shall not preclude the exchange of confidential information between the competent authorities. The information exchanged in this way shall be subject to the obligation of secrecy applicable to persons who have worked or worked with the competent authorities who have received, or have been, information.

(9) The FMA, as the competent authority of the host Member State, considers that an issuer, or a holder of shares or other financial instruments, or the person referred to in § 92, is guilty of irregularities or acts against his/her own It shall inform the competent authority of the home Member State of such information. If, in spite of the measures taken by the competent authority of the home Member State, or because the latter proves to be insufficient, the issuer or the securities holder continues to comply with the relevant legislation, the FMA shall, after informing the competent authority of the home Member State, take all measures necessary for the protection of investors, having regard to Section 81a (3). The FMA has to inform the European Commission at the earliest possible date of such measures. "

25. § 87 together with the title is:

" Interim reports

§ 87. An issuer of shares or debt securities shall publish a half-yearly financial report for the first six months of the financial year immediately, but no later than two months after the end of the reporting period, and shall ensure that: this report shall remain open to the public for at least five years. The half-yearly financial report shall include:

1.		a shortened conclusion;
2.		a half-yearly report;
3.		statements in which the legal representatives of the issuer, indicating their name and their position, insure;
a)			that the reduced degree to be completed in accordance with the relevant accounting standards is as accurate as possible of the assets, financial position and profit situation of the issuer or of the whole of the issuer -related undertakings;
b)			the half-yearly report gives as true a picture as possible of the assets, financial position and profit situation as regards the information required under paragraph 2.

(2) If the issuer is not obliged to draw up a consolidated financial statements, the shortened financial statements shall include at least a condensed balance sheet, a condensed profit and loss account and an explanatory annex. In drawing up the condensed balance sheet and the condensed profit and loss account, the issuer shall base the same approach and valuation principles as in the preparation of the annual financial report. If the issuer is obliged to draw up a consolidated financial statements, the condensed financial statements shall be drawn up in accordance with the IFRS for interim financial reporting, as adopted in accordance with Regulation 1606 /2002/EC.

(3) If the half-yearly financial report has been audited, the audit opinion shall be reproduced in its entirety. The same applies to the report on the auditor's review by a statutory auditor. If the half-yearly financial report has not been subject to a full audit or review by a statutory auditor, the issuer shall indicate this in its report. § § 275 (2) UGB, 62a BWG and 82 Abs. 8 VAG apply analogously to the liability of the auditor, who carries out a review of the auditor's view.

(4) The half-yearly report shall indicate at least important events during the first six months of the financial year and their effects on the condensed financial statements; it shall also have the major risks and uncertainties in the remaining financial statements. six months of the financial year. In the case of issuers issuing shares, the semi-annual report also has to name large-scale transactions with related persons and companies.

(5) The FMA has adopted the comitology provisions adopted by the European Commission in accordance with Article 27 (2) of Directive 2004 /109/EC, in accordance with Regulation

1.		specify the technical conditions under which a published half-yearly financial report, including confirmation of the prudent review by a statutory auditor, must remain publicly available;
2.		to specify the type of auditor's inspection by a statutory auditor;
3.		, which shall contain at least the condensed balance sheet, the condensed profit and loss account and the explanatory notes, if they are not drawn up in accordance with the IFRS adopted in accordance with Regulation (EC) No 1606 /2002/EC.

(6) In the event that an issuer of shares does not draw up quarterly reports in accordance with IFRS adopted in accordance with Regulation 1606 /2002/EC, it shall immediately immediately inform the Management Board of its interim reports on the first and third quarters of the financial year. , at the latest, however, six weeks after the end of the reporting period. In any case, the interim communication shall include:

1.		an explanation of the major events and transactions that have taken place during the period in question and their effect on the financial position of the issuer and the undertakings it controls; in particular, where the It is essential for companies to respond to the order situation, the development of costs and prices, the number of employees and investment;
2.		a general description of the financial situation and the business results of the issuer and of the companies it controls during the period concerned, and the outlook for the company for the current financial year. "

Section 88 (1) of the first sentence reads as follows:

"According to § 87 and the Regulation of the FMA, the figures are not suitable in view of the issuer's activities in accordance with § 87 (5)."

27. In § 88 (2), the reference "§ 87 (2)" by reference "§ 87" replaced.

28. § 89 deleted.

29. § 90 with headline reads:

" Exemptions from reporting requirements

§ 90. (1) § § 82 (4) and (87) shall not apply to the following issuers:

1.		Central States, regional authorities, international public service bodies to which at least one Member State is a member, the ECB and the national central banks of the Member States, whether or not they have shares or other securities issued and
2.		Issuers, the debt securities admitted exclusively to trading on a regulated market with a minimum denomination of EUR 50 000 or, in the case of debt instruments denominated in a currency other than euro, with a minimum denomination whose value is Date of issue shall be at least EUR 50 000.

(2) Paragraph 87 (1) shall not apply to credit institutions whose shares are not admitted to trading on a regulated market and which have issued, on a continuous or repeated basis, only debt securities, provided that the total nominal amount of the did not reach 100 million euros and no prospectus has been published in accordance with Directive 2003 /71/EC.

(3) Paragraph 87 (1) applies to issuers who already existed on 31 December 2003 and who issue only debt securities issued on regulated markets which are unconditional and irrevocable by the Member State of origin or by one of its local authorities be guaranteed, no application. "

30. § 91 (1) reads:

" (1) persons who acquire or sell directly or indirectly to trading on a regulated market shares of an issuer, they shall, without delay and at the latest after two trading days, the FMA and the stock exchange company, and the to inform issuers of the proportion of voting rights they hold pursuant to this acquisition or disposal, if, as a consequence of this acquisition or disposal, the share of the voting rights is 5 vH, 10 vH, 15 vH, 20 vH, 25 vH, 30 vH, 35 vH, 40 vH, 45 vH, 50 vH, 75 vH and 90 vH reached, exceeds or falls below. This also applies to the shareholding threshold, which such an issuer has in sight of § 27 para. 1 Z 1 Takeover Act-ÜbG, BGBl. I n ° 127/1998, in its statutes. The above obligations apply only to issuers for which Austria is the home Member State and to the stock exchange company only if the securities of the issuer are admitted to a regulated market of the stock exchange company . The period of two trading days shall be calculated from the day following the day on which the person is

1.		the acquisition or disposal or the possibility of exercising the voting rights, or in which it should have been informed in the circumstances of the exercise of the voting rights, irrespective of the day on which the acquisition, sale or purchase of the right to vote or the right to vote, or the right to vote, have been informed of the right the ability to exercise voting rights shall take effect, or
2.		on the event referred to in paragraph 1a. "

31. In accordance with Article 91 (1), the following paragraph 1a is inserted:

" (1a) The proportion of the voting rights referred to in paragraph 1 shall be calculated on the basis of the total number of shares held with voting rights, even if the exercise of these voting rights is suspended. This share shall also be disclosed in respect of all shares with voting rights in one and the same class. A notification obligation pursuant to section 1 for persons shall also apply if their share of the voting rights as a result of events which alter the division of the voting rights is one of the data published in accordance with Section 93 (1) of the (1) is reached, exceeds or falls below the threshold. If the issuer has its registered office in a third country, it shall be notified in the event of similar events. "

32. § 91 (2) reads:

" (2) (1) does not apply to shares which are acquired exclusively for the purpose of settlement and settlement of transactions within the usual short billing cycle, nor to depositaries who hold shares only as depositaries, provided that the depositary may exercise the voting rights from such shares only on the basis of instructions given in writing or via electronic means. Paragraph 1 shall also not apply to the acquisition or disposal of a significant holding, provided that this reaches the threshold of 5 vH or more by a market maker acting in that capacity, or shall be undershot, provided that

1.		it is authorised in its home Member State in accordance with the provisions of Directive 2004 /39/EC;
2.		it does not intervene in the management of the issuer concerned and does not exercise any influence on the issuer in order to buy the shares in question or to support the share price. "

33. In accordance with Article 91 (2), the following paragraph 2a is inserted:

" (2a) Voting rights which a credit institution or an investment firm could exercise in the exercise of the securities business (Article 1 (2) Z 7 BWG) shall not be counted for the purposes of this paragraph, provided that:

1.		the share of voting rights held on the basis of the trading of securities is not higher than 5 vH; and
2.		the credit institution or the investment firm shall ensure that the voting rights of shares which could be exercised on the basis of the trading of securities are not exercised and are not used in any other way to the management of the issuer to intervene. "

§ 91a together with the headline is:

" Derivative Instruments

§ 91a. The obligation to provide notification in accordance with § 91 shall also apply to persons who, directly or indirectly, hold financial instruments conferring the right of their proprietor the right to take part in a formal agreement with voting rights and which are already issued To acquire shares of an issuer. "

§ 92 together with the title is:

" Determination of voting rights

§ 92. The obligation to provide notification in accordance with Section 91 (1) and (1a) shall also apply to the person who is entitled to exercise voting rights in one or more of the following cases:

1.		Voting rights of shares of a third party with which that person has reached an agreement which requires both to pursue a common policy with regard to the management of the issuer in the long term by voting rights by mutual agreement;
2.		voting rights of shares which this person has transferred to a third party as collateral, if it is able to exercise the voting rights without the express instruction of the collateral taker or influence the exercise of the voting rights by the collateral taker;
3.		voting rights in shares in which this person is granted a right of fruit, if it is able to exercise the voting rights without the express instruction of the collateral taker or influence the exercise of the voting rights by the collateral taker;
4.		voting rights in shares belonging to a company or which are attributed to Z 1 to 3, in which that person holds a direct or indirect controlling interest (Section 22 (2) and (3) of the exercise);
5.		voting rights that this person can exercise without being an owner;
6.		voting rights which this person may exercise as authorised representative at his own discretion, if there are no special instructions from the shareholders;
7.		Voting rights to be attributed to the person pursuant to Section 23 (1) or (2) of the exercise. "

36. § 92a together with headline reads:

" procedural rules

§ 92a. (1) The ad according to § § 91 and 92 shall contain the following information:

1.		the number of voting rights after the acquisition or disposal;
2.		where appropriate, the chain of controlled undertakings through which voting rights can be exercised;
3.		the date on which the threshold was reached or exceeded;
4.		the name of the shareholder, even if the shareholder is not entitled to exercise voting rights under the conditions laid down in § 92, as well as to the person who is entitled to exercise voting rights on behalf of this shareholder.

(2) The parent undertaking of a management company does not have to coalesate its holdings in accordance with Articles 91 and 92 with the holdings managed by the management company in accordance with Directive 85 /611/EEC, provided that the management company shall exercise its voting rights independently of the parent undertaking. § § 91 and 92 shall, however, be applied where the parent undertaking or another undertaking controlled by the parent undertaking, for its part, holds shares in the holding administered by the management company concerned and the management company the voting rights attached to these holdings may not be exercised freely, but may only be exercised on the basis of direct or indirect instructions given to it by the parent undertaking or by another controlled entity. Companies of the parent company shall be granted.

(3) The parent undertaking of an investment firm authorised pursuant to Directive 2004 /39/EC shall not, in accordance with Articles 91 and 92 of this Article, combine its holdings with the holdings which the investment firm in question has on a retail basis within the meaning of Article 4 of the Directive. Paragraph 1 (9) of Directive 2004 /39/EC, provided that:

1.		the investment firm has received an authorisation for portfolio management in accordance with Annex I, Section A, point 4 of Directive 2004 /39/EC;
2.		they may exercise the voting rights attached to the shares in question only on the basis of instructions issued in writing or by means of electronic means, or by ensuring that the individual's individual voting rights are in accordance with the provisions of the portfolio management shall be carried out independently of other services and under conditions equivalent to those laid down in Directive 85 /611/EEC;
3.		the investment firm exercises its voting rights independently of the parent undertaking.
§ § 91 and 92 shall, however, be applied where the parent undertaking or another controlled undertaking of the parent undertaking, for its part, holds shares in the holding administered by that investment firm and the investment firm is responsible for the Voting rights associated with these participations may not be exercised at the discretion of the parent undertaking or any other controlled undertaking of the parent undertaking, but may only be exercised by direct or indirect instructions on the part of the parent undertaking or any other controlled undertaking of the parent undertaking. shall be granted.

(4) § § 91 and 92 Z 3 shall not apply to shares made available to or provided by the members of the European System of Central Banks (ESCB) in the performance of their duties as monetary authorities, which shall include: also shares which are made available to the members of the ESCB as a deposit, or as part of a repurchase or similar arrangement against liquidity, for monetary policy purposes or within a payment system, or to be provided by them. be made. The exception is that the transactions referred to above are short-term transactions and that the voting rights are not exercised in the shares in question. "

37. § 93 with headline reads:

" Additional information

§ 93. (1) For the purpose of calculating the thresholds in accordance with § 91, the issuer shall publish the total number of voting rights and the capital at the end of each calendar month on which there has been an increase in or decrease in voting rights or capital.

(2) As soon as the issuer receives the notification in accordance with Section 92a (1), but at the latest two trading days after receipt thereof, it shall publish all the information contained therein.

(3) An issuer of shares shall acquire or sell own shares either itself or through a person acting on its own behalf but on behalf of the issuer, he shall immediately, but no later than two trading days, the share of treasury shares in the issuer's own shares. publish the acquisition or disposal if that share reaches the threshold of 5 vH or 10 vH of the voting rights, exceeds or falls below the threshold. The share is calculated on the basis of the total number of shares which are provided with voting rights.

(4) An issuer of shares shall immediately publish any change in the rights attaching to the various classes of shares, including the rights attached to derivative securities issued by the issuer itself, the securities issued by the issuer Provide access to the shares of the issuer concerned.

(5) An issuer of securities other than shares shall immediately publish any change in the rights of the holders of those securities which are not shares, including changes in the equipment or terms of those securities , which could affect the rights in question indirectly, in particular as a result of a change in borrowing or interest rates.

(6) An issuer shall immediately publish bond issues and, in particular, all the guarantees and guarantees relating thereto. Without prejudice to Directive 2003 /6/EC, this paragraph shall not apply to international public-law bodies to which at least one Member State belongs. "

38. § 94 reads:

" § 94. The FMA has adopted the comitology provisions adopted by the European Commission in accordance with Article 27 (2) of Directive 2004 /109/EC, in accordance with Regulation

1.		carry out a specification of the events referred to in Article 91 (1a), if any, in a manner which is enumerated;
2.		to regulate the maximum duration of the short billing cycle and the appropriate and proportionate control mechanisms for the derogations provided for in Article 91 (2) and (2a);
3.		the types of financial instruments and their cumulation, the nature of the formal agreement, the content of the communication and the standard form to be used throughout the Community for that purpose, the notification period and the addressee's addressees in accordance with section 91a;
4.		to draw up a standard form to be used throughout the Community when notifying the issuer of the information pursuant to Section 92a (1) or the deposit of information pursuant to § 86;
5.		to draw up a calendar of "trading days" for all Member States;
6.		specify the cases in which the shareholder or the person referred to in paragraph 92 or both has or has to make the necessary communication to the issuer;
7.		to specify the circumstances in which the shareholder or person should have been informed of the acquisition or sale within the meaning of Section 92;
8.		specify the circumstances in which the independence of a management company is provided by its parent undertaking and an investment firm from its parent undertaking in order to benefit from the derogation provided for in Article 92a (2) and (3) can be used;
9.		implementing technical implementing measures in respect of the publication of the acquisition of treasury shares in accordance with Section 93 (3). "

39. § 95 (3) reads:

"(3) The provisions of § 59 and § 10 KMG apply analogously to the announcement of the admission of the stock exchange trading, the course determination and the publication of the courses."

40. § 95 (4) is deleted.

41. The following paragraphs 15 to 17 are added to § 96:

" 15.		(On § 87 (2))
		Issuers which comply with the requirements of § 906 (12) sentence 1 and 2 of the German Commercial Code (UGB) shall be required to submit a shortened conclusion in accordance with the IFRS adopted pursuant to Regulation 1606 /2002/EC, for the financial year, the obligation pursuant to § 87 (2) to submit a shortened conclusion. on or after 1 January 2006, with the exception of.
16.		(For § § 91, 91a and 92)
		Without prejudice to § 91 (1) 3. In accordance with § § 91, 91a and 92 no later than two months after 20 April 2007, a shareholder shall inform the issuer of the voting rights and equity share held by the issuer at the issuer's company at that time, unless he has a communication with equivalent information to the issuer prior to that date. Without prejudice to Article 93 (2), an issuer shall, for its part, disclose the information received in the context of these reports no later than three months after 20 April 2007.
17.		(To § 82 (4))
		An issuer having its registered office in a third country shall be exempt from the publication of its annual financial statements and its management report in accordance with Article 82 (4) with regard to such debt securities which have already been subject to trading on a regulated basis before 1 January 2005. Market in the European Union. The exemption can only be made as long as
a)			the competent authority of the home Member State confirms that the financial statements drawn up by issuers from such a third country shall provide a true and fair view of the issuer ' s financial position and the financial position of the issuer communicate;
b)			the third country in which the issuer is established does not require the application of the IFRS adopted pursuant to Regulation (EC) No 1606 /2002/EC, and
c)			the Commission has not taken a decision pursuant to Article 23 (4) (ii) of Directive 2004 /109/EC as to whether the IFRS adopted pursuant to Regulation (EC) No 1606 /2002/EC are equivalent to that of Directive 2004 /109/EC
aa)				the accounting standards set out in the laws, regulations and administrative provisions of the third country in which the issuer has its registered office, or
bb)				the accounting standards of a third country for whose compliance such an issuer has opted.
18.		(To § 82 (4) and (87))
		Section 82 (4) and § 87 of the Federal Law Gazette (BGBl). I No 19/2007 must, for the first time, be applied to annual financial reports and interim reports drawn up for a period ending at the earliest on 30 June 2007. § § 82ff BörseG idF BGBl can be used for all preceding periods with regard to the annual accounts and the interim reports. I n ° 141/2006 will continue to be applied. "

42. § 101 Z 1 reads:

" 1.		§ § 13 (2), (27), (28) and (48b) is the Federal Minister of Justice; "

43. § 101e in the version BGBl. I No 78/2005 will be available in "§ 101f '." renamed.

44. The title before § 102 reads:

"In-Force Trets"

Article 3

Amendment of the Banking Act

The Banking Act-BWG, BGBl. No. 532/1993, as last amended by the Federal Law BGBl. I n ° 141/2006, is amended as follows:

Section 3 (3) Z 6 reads as follows:

" 6.		recognised investment firms in accordance with § 2 Z 31 lit. b, local firms which do business within the meaning of Article 3 (1) lit. p of Directive 2006 /49/EC and undertakings established in a third country pursuant to Article 15 (1) (4) of the Austrian Stock Exchange Act (BörseG), in respect of transactions in accordance with § 1 (1) (1) (7) (lit). (b) to (f) who, in the context of their membership of a stock exchange, operate them on a commercial basis to the extent that they are confined within the territory of the country exclusively to the commercial conduct of the transactions covered by the admission as a member of the stock exchange; in the same way for those transactions effected by members of a cooperation exchange (Section 15 (5) of the Austrian Stock Exchange Act) as well as for the transactions to be carried out by a recognised clearing house within the framework of the settlement of exchange transactions. The exception provision does not extend to § § 39 (3), (40) and (41); the aforementioned companies are also excluded from the application of the provisions of the commercial order within the defined scope of their activities. "

45a. § 38 para. 2 Z 9 reads:

" 9.		in the case of the obligation to provide information to the FMA in accordance with the WAG and the BörseG. "

46. § 103e Z 15a reads:

" 15a.		(to § 62 Z 16):
		The reason for the absence of a certificate in accordance with § 15 A-QSG is to apply for the first time to the appointment of bank auditors for financial years beginning after 31 December 2008. § 62 Z 16 is for the first time the bank auditor for financial years after 31 December 2011 on bank auditors who have to undergo an external quality check in accordance with Section 4 (2) A-QSG at a distance of six years each. begin to apply. "

Fischer

Gusenbauer