75. Federal Law, with which the Takeover Act, the Commercial Code, the Stock Exchange Act, the Transformation Act and the Spission Act are amended and a federal law on the exclusion of minority shareholders is issued (Takeover amendment Act 2006-exercise RÄG 2006)

The National Council has decided:

Article 1

Amendment of the Takeover Act

The Takeover Act, BGBl. I n ° 127/1998, as last amended by the Federal Law BGBl. I n ° 92/2003, shall be amended as follows:

1. In § 1, the following Z 6 to 8 shall be added after Z 5:

" 6.		Joint legal entities: natural or legal persons who cooperate with the tenderer on the basis of an agreement to obtain or exercise control over the offeree company, in particular by coordinating the voting rights, or working together on the basis of an agreement with the target company, in order to prevent the success of the takeover bid. If a legal entity holds a direct or indirect controlling interest (Article 22 (2) and (3)) in one or more other entities, it is presumed that all such entities shall act together; the same shall apply if several Legal entities have agreed on the exercise of their voting rights in the election of the members of the Supervisory Board.
7.		Works council: an works council within the meaning of § 50 paragraph 1 ArbVG or a comparable employee representation. In the event that the offeror or the offeree company has no employee representatives, the obligations to the workers themselves shall exist.
8.		Regulated market: a market registered in the list of regulated markets in accordance with Article 16 of Directive 93 /22/EEC. "

2. § 2 reads:

" § 2. This federal law shall be subject to the provisions of the fourth Part for public tenders for the purchase of equity securities issued by a public limited company with registered office in Germany and which are admitted to trading on a regulated market on an Austrian stock exchange. "

3. § 3 shall be amended as follows:

(a) The following sentence shall be added to Z 1:

"The duty to equal treatment shall apply, in particular, to holders of shares belonging to the same class."

(b) After Z 1, the following Z 1a is inserted:

" 1a.		Holders of equity securities must be protected if control of a company is obtained. "

c) In Z 4, after the word order "Do not distort market" the phrase "by artificially influencing the prices of securities and by falsifying the normal functioning of the markets" inserted.

4. § 4 shall be amended as follows:

(a) Z 1 is:

" 1.		It may not disclose the intention to make an offer unless it has previously ensured that it can fully provide the cash in return, and if it has taken all the necessary measures to ensure that all other types of services are provided by: to be able to provide back-up services. "

b) In Z 2, the parenthesis "(Section 5 (2))" by the parenthesis expression "(§ 3 Z 4)" replaced.

5. § 5 shall be amended as follows:

(a) In paragraph 1, in the first sentence of the parenthesis "(§ § 22 to 25 (2))" ; in the second sentence, the quote "§ 48a BörseG" by quoting "§ 48b BörseG" , the third and fourth sentences are deleted.

(b) In paragraph 2, the expression "(market distortions)" .

(c) In paragraph 3, the expression "(§ § 22 and 25 (2))" is deleted.

(d) In paragraph 4, the expression "(§ 23 (1))" by the parenthesis expression "(§ 1 Z 6)" replaced.

6. § 7 shall be amended as follows:

(a) Z 6 is:

" 6.		the participation documents of the offeree company, through which the tenderer and his or her jointly existing entities already have or are entitled or are obliged to acquire them in future; "

(b) Z 8 is:

" 8.		the offeror's intentions with regard to the future business of the offeree company and, if affected by the tender, of the offeror, as well as with regard to the continued employment of its employees and its management, including any other significant changes to the conditions of employment, in particular as regards the strategic planning of the bidder for these companies and their likely impact on jobs and locations; "

c) At the end of Z 11, the point will be replaced by a stroke. The following Z 12 to 14 shall be added:

" 12.		Information on the legal entities which, together with the offeror or, as far as this is known, act jointly with the offeree company, in the case of companies also their legal form, company and registered office as well as their relationship with the tenderer and/or the Target company; information on legal entities controlled by the tenderer (§ 1 Z 6 second sentence) may be omitted if the controlled entities are not relevant to the decision of the offeror's addressees;
13.		information on the compensation offered where rights are withdrawn as a result of the opening of restrictions in accordance with Article 27a, as well as details of the manner in which the compensation is to be paid and the method according to which it is determined;
14.		an indication of the national law which is subject to the contracts concluded between the offeror and the holders of the investment documents of the offeree company by the acceptance of the bid, and the indication of the place of jurisdiction. "

7. § 11 shall be amended as follows:

(a) In paragraph 1, the third sentence and the fourth sentence are deleted.

(b) According to paragraph 1, the following paragraph 1a is inserted:

' (1a) The publication shall be published in a newspaper with a distribution throughout the territory of the Federal Republic or in the form of a brochure to be published by the offeree company at its head office and by the person responsible for the provision of the consideration. This is to be made available free of charge (§ 7 Z 4). If the documents have not been published in full in the Official Journal of the Wiener Zeitung, it is to be published in the Official Journal of the Wiener Zeitung, where the documents are available or have been published. If the offer document has been published in one or more newspapers with distribution throughout the territory of the Federal Republic of Germany, subsequent publications of the offeror concerning the bid shall be made in the same manner; If the offer document is published in full only in the form of a brochure, then the notice in the Official Journal of the Vienna newspaper shall suffice for subsequent publications. Should the offeror or the offeree company have a website, the documents shall also be recorded immediately and clearly in such a way as to be clearly identified. "

(c) paragraph 3 reads:

" (3) The offeror and the board of the offeree company shall inform their respective works councils of notices in accordance with § § 5 and 6 without delay and shall forward them to them immediately upon receipt of the documents in accordance with paragraph 1, first sentence. The Management Board of the offeree company shall inform their works councils at the first disclosure of the possibility for comment and in the transmission of the offer document on the planned date of publication in accordance with § 14 para. 3. "

8. § 12 together with headline reads:

" Prohibition of prevention and objectivity

§ 12. (1) The Board of Management and the Supervisory Board of the offeree company shall not implement any measures which are likely to take the opportunity for the shareholders to take a free and informed decision on the offer; § 4, Z 2 and 3 shall apply mutatically.

(2) From the date on which the offeree company will become aware of the intention of the offeror to submit an offer, until the publication of the result, in the event of acceptance of the takeover until the completion of the offer, the board of directors and the The Supervisory Board of the offeree company, except for the search for competing offers for all measures that could prevent the offer, a consent of the Annual General Meeting to the concrete action. This applies in particular to the issue of securities which could prevent the tenderer from obtaining control over the offeree company.

(3) Decisions taken by the Management Board and, if necessary, by the Supervisory Board of the offeree company prior to the date referred to in paragraph 2 and not even partially implemented until this date shall be subject to the consent of the The Annual General Meeting, if the measures are outside the normal course of business and the implementation could lead to the offer being foiled. Measures to which the administrative bodies of the offeree company are already obliged to take effect on the date referred to in paragraph 2 shall not require the approval of the general meeting. "

9. § 14 shall be amended as follows:

(a) para. 1 reads:

" (1) The Board of Management and the Supervisory Board of the offeree company shall, immediately after the publication of the offer document, have made reasonable comments on the offer. In particular, they shall include an assessment as to whether the consideration offered and the other content of the offer shall take due account of the interest of all shareholders and other holders of equity securities and which shall: Impact of the offer on the offeree company, in particular the employees (concerning jobs, conditions of employment and the fate of sites), creditors and the public interest due to strategic planning of the bidder for the target company is expected to have. If the Board of Directors or the Supervisory Board do not see themselves in a position to make final recommendations, they have, in any case, the arguments for the acceptance and rejection of the offer, emphasizing the essential points of view. "

(b) In paragraph 2, the word order shall be "as well as an all-due" through the phrase "as well as the" replaced.

(c) paragraph 3 reads:

" (3) The Board of Management has its statement as well as that of the Supervisory Board, a possible statement of the works council and the assessment of the expert within ten exchange days from the publication of the offer document, but at the latest five stock exchanges publish before the expiry of the acceptance period in accordance with Section 11 (1a) and Section 18 of the German Stock Corporation Act (AktG). They shall be notified before the publication of the Takeover Commission and shall be forwarded simultaneously to the Works Council.

10. § 15 reads:

" § 15. (1) The offeror may improve the consideration provided in his offer during the term of his/her offer and may otherwise change the offer in favour of the participant's ape holder. An improvement shall be inadmissible if the tenderer has declared that there is no improvement in the offer; this shall not apply if there is a competing offer or if the Takeover Commission is permitted to improve.

(2) § § § 9 to 11 shall apply mutatily; the offeror shall publish the improved or otherwise amended offer at the earliest on the fourth and at the latest on the seventh stock exchange day after the notification has been submitted to the Takeover Commission. After the publication of the improvement, at least eight stock exchanges must be available for adoption.

(3) Improvements in consideration shall also apply to assumptions already made at that date, as well as any other changes in favour of the holder of the equity securities, unless the holder opposes it. "

11. § 16 shall be amended as follows:

(a) In paragraph 1, the expression "(§ 23 (1))" by the parenthesis expression "(§ 1 Z 6)" and the parenthesis "(§ 11 para. 1 third and fourth sentence)" by the parenthesis expression "(Article 11 (1a))" replaced.

(b) In para. 2 and 3, the parenthesis shall be "(§ 23 (1))" by the parenthesis expression "(§ 1 Z 6)" replaced.

(c) paragraph 4 reads:

" (4) If the offeror or a legal entity with it in common (§ 1 Z 6) is a credit institution, the credit institution shall be exempted from the prohibition on transactions in equity securities of the offeree company in accordance with paragraphs 1 to 3, to the extent that the following Conditions are met:

1.		It is necessary to deal with transactions that have the following stocks or banking transactions:
a)			positions of the trading book (§ 2 Z 35 BWG), including obligations as a market maker or specialist on an Austrian stock exchange, or a comparable function on a foreign stock exchange;
b)			Asset management for individual customers and on collective accounts for customer communities (§ 1 paragraph 1 Z 19 lit. b BWG);
c)			the investment fund and equity fund business (Article 1 (1) (Z) 13 and 14 of the BWG);
d)			the securities commission business and the depository business (Section 1 (1) (1) (c) 5 and 7 of the Federal Elections Act).
2.		The transactions shall correspond to the type and extent of the business operation of comparable credit institutions, unless it is found in the cases of Z 1 lit. b and d is a business that is completed via a instruction supplied by the customer on the initiative of the customer.
3.		There is no evidence that the transactions jeopardise the interests of the equity securities holder, unless it is found in the cases of Z 1 lit. b and d is a business that is completed via a instruction supplied by the customer on the initiative of the customer.
4.		All transactions shall be reported immediately to the Takeover Board after the end of each calendar week. This report shall mean the total number of items purchased and sold, broken down by each type of equity document and by the types of transactions referred to in Z 1, the weighted average rate of purchases and sales, and the weighted average price of purchases and sales, and the total number of shares sold and sold. the maximum price and the lowest price. For a group of credit institutions (§ 30 BWG), reports are to be made jointly by the parent credit institution. Together with the first notification, a statement must be made that the credit institution has up-to-date and effective compliance rules, in particular a strict separation of banking transactions according to Z 1 from the Bank's participation management and its Advisory activity in the investment banking business; the correctness of this declaration is to be confirmed by the Compliance Officer.
5.		An expert who meets the requirements of § 9 para. 2 confirms weekly on the basis of at least random checks to the Takeover Commission that there is no violation of the conditions set out in Z 1 to 4. Among other things, the expert has to consider whether the persons in charge of the respective credit institution are familiar with the requirements of Z 1 to 4, and whether the mechanisms involved in the settlement and in the To ensure compliance with these rules and to ensure the accuracy of the collection reports. "

(d) In paragraph 5, the expression "(§ 23 (1))" by the parenthesis expression "(§ 1 Z 6)" replaced; the last sentence is deleted.

(e) In accordance with paragraph 5, the following paragraphs 6 to 8 are added:

" (6) The provisions in para. 1 to 5 shall apply until the expiry of the time limit for acceptance of the offer (section 19 (1)), in the case of an extension of the offer period pursuant to § 19 (3) to the expiry of this period.

(7) In the nine months following the expiry of the period for acceptance of the offer (Section 19 (1)), the tenderers or members of the rights of the tenderers (§ 1 Z 6) are acquired within nine months of the date of expiry of the time limit for the acceptance of the offer. after the expiry of this period, participation documents of the offeree company and shall be granted or agreed to a higher consideration than the consideration offered in the offer for these equity securities, the tenderer shall be entitled to the Equity securities holders who have accepted the offer to pay a cash benefit in the amount of the Article 26 (2) and (3) shall apply mutatily. The exercise of a statutory subscription right on the basis of an increase in the share capital of the offeree company as well as the provision of a higher consideration in the course of a procedure after the GesAusG is not considered an acquisition. If a controlling interest in the offeree company is to be divented by the offeror within the period specified in the first sentence, a cash benefit shall be provided in the amount of the pro-rata divestment profit.

(8) If the offeror or a legal entity with it in common with him (§ 1 Z 6) is a credit institution, then transactions in accordance with paragraph 7 shall not lead to a repayment obligation if the conditions laid down in paragraph 4 (1) to (5) are complied with. A monthly reporting and reporting obligation shall be required instead of the weekly reporting and reporting obligation pursuant to Section 4 (4) and (5). "

12. § 17 together with the title is:

" Legal consequences of competing offers

§ 17. Where a competing offer is published, the holders of participation documents shall have the right to make previous declarations of acceptance of the original bid by no later than four stock exchanges before the expiry of the initial acceptance period of the offer. (§ 19 (1)) to be revoked. Where a number of tenders have been made and one of them is improved, the holder of the holding may also withdraw previous declarations of acceptance of the other offers. "

13. In § 18, first sentence, the word order shall be "pursuant to section 11 (1) third and fourth sentence" through the phrase "pursuant to Section 11 (1a)" replaced.

14. § 19 shall be amended as follows:

(a) para. 1 reads:

"(1) The time limit for acceptance of the bid may not be less than two weeks and not more than ten weeks from the date of publication of the offer document."

(b) According to paragraph 1, the following paragraphs 1a to 1d are inserted:

" (1a) if the offeree company credibly considers that it would be unduly hampered in its business by the acceptance period provided for by the offeror, the Takeover Commission may set a shorter acceptance period for the offer; a Reduction to less than six weeks is only permitted with the consent of the bidder. If the Board of Management or the Supervisory Board of the offeree company proves that it is not possible to properly assess the offer in time for an acceptance period of less than three weeks, the Takeover Board may adopt a Set the acceptance period of three weeks.

(1b) The tenderer may extend his original offer. An extension shall be inadmissible if the tenderer has declared not to prolong the offer; this shall not apply if there is a competing offer. The offeror shall publish the extension at the earliest on the second stock exchange day after the notification has been submitted to the Takeover Commission and no later than three stock exchanges before the expiry of the original acceptance period; § § 9 to 11 shall apply mutatily. If the offeree company makes it credible that it would be unduly hampered by the extended acceptance period in its operations, the Takeover Commission may set a shorter period or prohibit the extension.

(1c) If a competing offer is made, its acceptance period shall include at least two weeks and shall not end before the expiry of the period of acceptance of the initial bid. By submitting a competing offer, the acceptance periods for all tenders already submitted shall be extended to the end of the acceptance period for the competing offer, provided that the original tenderer does not resign on the basis of a Reservation is declared in the case of the submission of a more favourable competing offer.

(1d) The acceptance periods for all tenders for a target company shall end at the latest ten weeks after the beginning of the period for acceptance of the first offer. In the event of competing offers, the Takeover Board may grant an appropriate extension of the acceptance periods to more than ten weeks, provided that the business activity of the offeree company is not unduly hampered by this. "

(c) In paragraph 2, the expression shall be "(§ 11 para. 1 third and fourth sentence)" by the parenthesis expression "(Article 11 (1a))" replaced.

(d) para. 3 reads:

" (3) For those holders of equity papers which have not previously accepted the offer, the acceptance period shall be extended by three months from the announcement of the result, if:

1.		a mandatory offer according to the 3. Part of this federal law has been issued,
2.		the bidder, according to a voluntary offer pursuant to the second part of this Federal Act, holds more than 90 of the hundred of the basic voting capital, or
3.		a voluntary offer according to the 2. or 3. Part of this federal law is dependent on the attainment of a certain minimum number of equity securities and this condition has been fulfilled. "

(e) Paragraph 4 is deleted.

15. In § 21 (1), the parenthesis shall be "(§ 23 (1))" in the first sentence by the parenthesis "(§ 1 Z 6)" replaced; the parenthesis "(§ § 22 and 25 (2))" in the second sentence shall be deleted.

16. § 22 together with the title is:

" 3. Part

Mandatory offers and voluntary offers for control acquisition

Offer Tspflicht

§ 22. (1) If a direct or indirect controlling interest in a target company is obtained, the Takeover Board must inform the Takeover Board immediately and, within 20 stock exchanges from the date of inspection, one of the provisions of this Regulation shall be notified to the Commission. Federal law indicate offer for all equity securities of the target company.

(2) A direct controlling interest shall be a direct participation in a target company which provides more than 30% of the voting rights to which the shares are subject to the permanent voting rights.

(3) An indirect controlling interest shall be provided if a participation in a target company as referred to in paragraph 2

1.		is held by a listed public limited liability company within the meaning of section 2, which also includes a participation in the meaning of paragraph 2;
2.		shall be held by a public limited company not listed on the basis of section 2 or by a legal entity of a different legal form, and shall enable shareholders ' rights or other rights to exercise a dominant influence on such a legal entity.

(4) Anyone who is entitled to a controlling interest, without the majority of the voting rights which are subject to the constantly voting shares, shall, within a period of twelve months, acquire shares which, in addition, shall be subject to at least two shares: from the hundred of the voting rights of the company, this must be communicated to the Takeover Commission without delay and within 20 stock exchanges an offer corresponding to the provisions of this Federal Act for all participation papers of the View target company.

(5) The acquisition of a controlling interest is only permissible, except in § 22b, if the party concerned has previously ensured that he can provide the cash in return and if he has taken all the necessary measures in order to: To guarantee the provision of all other types of countermeasures.

(6) Voting rights, which rest under the principles of the acquisition of own shares, shall remain out of consideration in the calculation of the hundreds of rates provided for in this part. "

17. According to § 22, the following § § 22a and 22b together with the headings are inserted:

" Education, dissolution or amendment of a group of prior legal entities

§ 22a. The offer obligation pursuant to section 22 (1) shall also apply if:

1.		a group of preexisting entities, together with a controlling interest, shall be established;
2.		a group of preceding entities is dissolved and, as a result, a legal entity, alone or another group of entities, acquires a controlling interest;
3.		by changing the composition of a group of preexisting entities or the colluding between those entities, dominates the formation of the will in the group by another entity or another group of entities , if the group as a whole holds a controlling interest.

Passive control gain

§ 22b. (1) Anyone who acquires a controlling interest without having effected this by means of timely acts, such as in particular through acquisition of shares, does not have to submit an offer if he did not have to reckon with the acquisition of the shares in the acquisition of the shares. The control obtained shall be notified to the Takeover Commission without delay and at the latest within 20 stock exchanges from Erlangen of the controlling participation.

(2) In the case of paragraph 1, more than 26 of the hundreds of voting rights may not be exercised. An expansion of the participation will trigger the offer obligation pursuant to section 22 (1). After completion of an offer pursuant to this Part, the voting rights restriction shall not apply.

(3) The Takeover Commission may, at the request of the party concerned, completely or partially discontinue the voting rights and, in place of its conditions and obligations (§ 25 para. 2 second sentence), if this provides an equivalent protection of the other holders of participationaping. The rest of the 30 voting rights that exceed the hundred can not be lifted. "

18. § § 23 to 25 together with headings are:

" To take account of participations and the extension of the tendering obligations

§ 23. (1) In the case of the application of § § 22 to 22b, the participating interests are to be attributed to the mutual benefit of the participating interests (Section 1 (6) of the Law).

(2) A participation is to be attributed unilaterally to a legal entity in the application of § § 22 to 22b if the legal entity or a legal entity jointly with it (§ 1 Z 6) directly or indirectly on the exercise of voting rights of third parties Influence can be exercised. The addition takes place, in particular, for participations,

1.		which are held by a third party on behalf of the legal entity;
2.		from which the right-holder can exercise voting rights without being an owner;
3.		that the legal entity has transferred to a third party as collateral if the right-holder 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.		where a right of fruit is granted to the right-holder if he/she can exercise the voting rights without the express instruction of the shareholder or influence the exercise of the voting rights by the shareholder;
5.		which the legal entity may acquire through a unilateral declaration of intent if it can exercise the voting rights without the express instruction of the shareholder or influence the exercise of the voting rights by the shareholder.

In the case of the facts in accordance with Z 1 to 5, the legal entities shall be entitled to the legal entities which have been jointly presented with the legal entity.

(3) The obligation to submit an offer as well as all other duties of a tenderer shall apply to all jointly preceding entities (§ 1 Z 6). For parties to an agreement on the exercise of voting rights (§ 1 Z 6 second sentence), this only applies insofar as they participate in the acquisition of control and do not exercise the right to vote merely according to the instructions of the party concerned.

Exceptions to the offer obligation

§ 24. (1) The offer obligation shall not exist if the participation in the offeree company in the sense of § § 22 to 22b cannot give a dominant influence on these or if the legal entity, which has this influence on economic considerations ultimately, it cannot change. In these cases, Section 22b (2) and (3) shall not apply. The facts of the case shall be communicated to the Takeover Commission without delay and at the latest within 20 days of the acquisition of the holding.

(2) Participation in the offeree company shall not result in any dominant influence on the offeree company, in particular if:

1.		another shareholder, together with the other legal entities (§ 1 Z 6) who have been jointly presented with him, has at least the same number of voting rights in the offeree company as the bidder;
2.		the shares do not give the majority of voting rights due to the usual attendance of the other shareholders at the general meeting of the offeree company;
3.		the exercise of the voting rights is limited to a maximum of 30 per cent on the basis of a statutory maximum voting rights (Section 114 (1), second sentence, AktG).

(3) The legal entity which can ultimately exercise the dominant influence in the case of economic considerations shall not, in particular, change if:

1.		Shares shall be transferred to a legal entity in which the transferor holds a direct or indirect controlling interest; whereas, until now, the shares have been held by a group of preexisting entities, this shall be deemed to be the case; if the formation of the will of the legal entity to which the shares are transferred cannot be controlled by another entity or group of entities;
2.		Shares shall be transferred to a legal entity holding a direct or indirect controlling interest in the transferee; if the shares are transferred to several entities, this shall be deemed to apply in the event that the formation of the shares is held in the a target company cannot be controlled by another entity or group of prior entities;
3.		Shares are transferred to a private foundation whose management can exert a dominant influence on the sole control of the parties;
4.		in the event of termination or termination of a voting contract, the formation of will in the offeree company cannot be ruled by another entity or other group of entities.

Obligation to notify in the event of a controlling interest

§ 25. (1) No offer obligation, but a duty to indicate the facts to the Takeover Commission shall be:

1.		in the case of an indirect controlling interest (Article 22 (3)), the carrying amount of direct participation in the offeree company shall be less than 25 per cent of the net accounting net assets held by the direct holding the legal carrier;
2.		Shares are acquired for the purpose of merely remediation or for securing receivings;
3.		the number of voting rights required for the occurrence of a controlling interest is exceeded only temporarily or inadvertently, provided that the overrun is immediately reversed;
4.		shares are acquired by gift between family members (§ 32 para. 1 KO), inheritance or division of assets on the occasion of a divorce, annulment or annulment of a marriage;
5.		Shares shall be transferred to another entity in which, directly or indirectly, in addition to the previous shareholders, only their members (§ 32 para. 1 KO) are involved; the same shall apply to the transfer to a private foundation, to whose management may exercise a dominant influence on the members of the family;
6.		the person concerned shall exclude the other shareholders from the company within five months from the date of the acquisition of the controlling interest, if the severance payment is not lower than the offer price to be offered in accordance with Article 26, and also to the the highest price paid or agreed to by the participant for the corresponding shares until this decision has been entered in the company's register.

The notification shall be made without delay and at the latest within 20 trading days from Erlangen of the controlling participation.

2. In the cases referred to in paragraph 1 (1) (1) and (2), the Takeover Commission may, within one month of notification, also order the position of a mandatory bid to the holders of equity securities of the offeree company, if this is necessary to: to avoid a risk to the interests of the holders of investment documents of the offeree company, in accordance with the actual circumstances of the individual case. If the Takeover Board considers the arrangement of a mandatory offer, it may make its decision subject to conditions or conditions; in particular, the prohibition on the acquisition of shares, the sale of shares, the resting of shares, of voting rights, the election of a majority of independent Supervisory Board members or reporting obligations to the Annual General Meeting or the Takeover Board.

(3) In the cases referred to in paragraphs 1 (3) to 6 (6), the Takeover Commission may impose conditions which are necessary in order to present a risk to the interests of the holders of the holders of the Avoid the target company's participation papers. In particular, the measures referred to in paragraph 2 shall be considered as conditions.

(4) In the case of decisions referred to in paragraphs 2 and 3, the Takeover Board shall, in particular, consider whether the possibility of exerting a dominant influence on the offeree company is assured in a reliable and durable manner, whether or not the acquisition was primarily aimed at obtaining a dominant influence on the offeree company, whether the acquirer or a legal entity associated with it has a direct or indirect participation in a given entity. Whether a company with the same or a related business object is responsible for: Whether a premium has been paid for the acquisition of control in relation to the average exchange rate (Article 26 (1)) and whether, in the case of Section 1 (1) (1), the participation in the offeree company has been paid for the essential part of the assets of the directly dominant legal entity. "

19. According to § 25, the following § § 25a and 25b shall be inserted together with the headings:

" Voluntary offers for control gain

§ 25a. (1) If the controlling interest is acquired by a takeover offer which corresponds to the provisions of this Federal Act and is made for all equity securities of the offeree company, there is no obligation to make another offer after in this part.

(2) Offers by which the offeror could obtain a controlling interest shall be subject to the law by virtue of the fact that the tenderer shall be entitled to acceptance declarations within the scope of the offer, which shall be more than 50 per cent of the shares which are subject to permanent voting rights , which shall be the subject of the offer. If the offeror or the legal entity with which he or she shares the offer in parallel (§ 1 Z 6) in parallel with the offer of permanently voting shares, these acquisitions are to be added to the acceptance declarations.

Contents of the offer

§ 25b. (1) The provisions of the second part shall apply to compulsory tenders and voluntary bids for the purpose of obtaining control, unless otherwise specified in this part.

(2) Such offers shall be subject to purchase by purchase against cash payment of a certain sum of money to be paid, at the latest ten trading days after the unconditional liability of the offer. The tenderer may also offer the exchange in other securities. Holders of participators who have made use of the grace period in accordance with Section 19 (3) shall be entitled to cash or exchange in other securities at the latest ten trading days after the expiry of the period of grace.

(3) A mandatory offer may not be conditional, unless the condition is required by law. "

20. § 26 together with headline reads:

" Price of the offer

§ 26. (1) The price of a compulsory offer or a voluntary offer to obtain control shall be the highest of the tenderers or of a right-holder who works with him together with him (§ 1 Z 6) within the last twelve months prior to the display of the offer in money , shall not be less than or agreed in return for this participation document of the offeree company. The same shall apply in respect of consideration in return for equity securities, the future acquisition of which the bidder or a legal entity (§ 1 Z 6) of which the bidders are entitled to acquire or is obligated to do. The price must also be at least equal to the average stock exchange rate of the relevant investment document weighted according to the respective trading volumes during the last six months preceding that date on which the intention, an offer , has been made known.

(2) If the offer concerns other equity securities as ordinary shares and the offeror has acquired ordinary shares within the last twelve months, the bidder, or a legal entity jointly with it, shall be required to provide the necessary shares for such other equity securities. In addition, the price shall be proportionate to the consideration given to the ordinary shares; in particular, the content of the securitised rights shall be taken into account for the purpose of determining the appropriateness of the shares. The same shall apply in respect of compensation for ordinary shares, the future acquisition of which the bidder or a legal entity with which he or she is jointly entitled is entitled or obliged.

(3) The total value of the calculation of the price shall be based on the total value of the calculation of the price; in the determination of the total value, the total value shall also be paid or promised payments or other assets. -to include benefits if they are in an economic context with the controlling interest obtained. In addition, the price of the offer shall be determined in accordance with the principle of equal treatment (Article 3 (1)) and taking into account the provisions of paragraphs 1 and 2 of this Article, if:

1.		the obligation to offer offers by the acquisition of shares or other rights in a legal entity which directly or indirectly holds a controlling interest in the offeree company has been triggered (Section 22 (3)) and that legal entity also holds other assets other than participation in the offeree company or has debts;
2.		the consideration granted or agreed by the tenderer within the last twelve months has been established, taking into account special circumstances;
3.		the situation has changed significantly within the last twelve months.

(4) The tenderer, as well as the legal entities with whom it is jointly presented, shall, at the same time as the expert (§ 9) immediately after his appointment and the Takeover Commission, have all the circumstances relevant to the appropriateness of the price at the same time as the expert To be disclosed in accordance with § 10 (1).

(4a) If the offeror or a legal entity with the tenderers is a credit institution, that credit institution shall not underpin any consideration of price formation in respect of equity securities of the offeree company. , if the conditions are fulfilled in accordance with § 16 (4) (1) to (3). In his report on the examination of the offer document, the expert in accordance with § 9 has stated whether and to what extent transactions have been made in the sense of Article 16 (4) and to confirm that the conditions pursuant to § 16 (4) (4) (1) to (3) have been respected.

(5) Holder of equity securities in the meaning of § 33 paragraph 2 Z 4 may submit a request for review of the legality of the offered price within three months from the publication of the result of a takeover offer. "

21. In accordance with § 26, the following § 26a and heading is inserted:

" Exceeding the secure blocking minority

§ 26a. (1) Anyone who obtains direct or indirect participation in a target company which provides more than 26, but not more than 30, of the one hundred of the voting rights which are subject to the constantly voting shares shall be subject to the Notify the Takeover Commission immediately, but at the latest within 20 days of the stock exchange, from Erlangen. In order to determine whether such participation is available, § 22 (3), § 22a and § 23 shall apply in accordance with the applicable law.

(2) In this case, more than 26 of the hundreds of voting rights which are subject to the constantly voting shares may not be exercised. After completion of an offer pursuant to this part, the voting rights restriction shall not apply.

(3) The legal consequences of paragraph 2 do not arise if another shareholder, together with the legal entities (§ 1 Z 6) of which he has been co-operating with him, has at least the same number of voting rights in the offeree company as the party concerned, if the Exercise of voting rights on the basis of a statutory maximum voting rights (Section 114 (1) second sentence AktG) is limited to a maximum of 26 per hundred or if the legal entity which ultimately exercise the voting rights from the secured blocking minority , may not change (Section 24 (3)).

(4) The Takeover Commission may, at the request of the party concerned, completely or partially cancel the resting of the voting rights and, instead, establish conditions and conditions (section 25 (2) second sentence), provided that this provides equivalent protection for the other holders. of participationape. "

(21a) According to Article 26a, the following § 26b and heading is inserted:

" Detention procedure

§ 26b. (1) Anyone holding directly or indirectly participant documents in a target company may request a notice of determination on whether the offer plight exists for him.

(2) If the Takeover Board determines the offer obligation, the offeror shall either, by way of derogation from Section 22 (1), notify the mandatory offer within 20 stock exchanges from the date of delivery of the notice of detention, or proceed in accordance with paragraph 3. The time limit for the consideration of pre-acquisition pursuant to § 26 is extended by the duration of the procedure.

(3) The offeror may, instead of displaying a mandatory offer, reduce his/her participation within 20 stock exchanges to a maximum of 30 per cent of the permanently voting shares or to obtain the controlling participation in any other way § 26a shall apply mutatily. The legal consequences of a breach of the offer plight shall not occur if:

1.		the application referred to in paragraph 1 shall be made without delay after the facts on which the underlying facts have been received;
2.		the tenderer and, together with him, the right to vote, do not exercise their voting rights during the existence of the controlling participation. "

(22) § 27 is amended as follows:

(a) para. 1 reads:

" (1) The offeree company may provide in its statutes that:

1.		the threshold in Section 22 (2) shall be reduced for them as a target company;
2.		to be applied to them as a target company § 27a (opening of restrictions);
3.		the obligation to submit an offer with regard to preferred shares, convertible bonds, certificates and options not to be issued. "

(b) (3) reads:

"(3) Decisions amending the provisions of the Articles of Association in the meaning of paragraph 1 (1) 1 shall also require the consent of all holders of equity securities, if the threshold is increased according to paragraph 1 (1) (1)."

23. According to § 27, the following § § 27a to 27d shall be inserted together with the headings:

" Breakthrough of takeover hindrances

§ 27a. (1) The statutes of a public limited liability company may provide that the provisions referred to in paragraphs 3 to 6 shall apply to tenders which shall be the third of the provisions of the 3. Subject to this federal law. If such a determination is to be introduced by amendment of the statutes, it shall be subject to the agreement of those shareholders who have a right to the posting of members of the Supervisory Board in accordance with § 88 AktG.

(2) The offeree company shall notify the amendment of the statutes of the Takeover Commission and the supervisory authorities of those Member States in which their shares are admitted to trading on a regulated market; in the case of admission to trading on a regulated market In the sense of § 2 or § 27b, the Takeover Board shall be informed of the fact that there is a corresponding determination of the statutes. The Takeover Commission shall have a regularly updated list of the rules to be applied to the various companies and shall publish them in an appropriate manner.

(3) Restrictions on the transferability of shares provided for in the articles of association of the offeree company shall have no effect, provided that the shares between the publication of the offer document (section 11 (1)) and the share provided for in the offer document are The date for the settlement of the offer should be transferred to the bidder or to the relevant legal entity (§ 1 Z 6) before the bidder. The same shall apply to restrictions on transferability contained in a contractual agreement between shareholders of the offeree company or between the offeree company and its shareholders, if the agreement is reached after 30 March 2004. has been closed.

(4) Voting rights restrictions provided for in the statutes of the offeree company shall not apply if the general meeting decides on measures during the acceptance period which could prevent the offer (§ 12). The same shall apply to voting rights restrictions contained in a contractual agreement between shareholders of the offeree company or between the offeree company and its shareholders, if this agreement is reached after 30 March 2004 has been closed.

(5) If the offeror has at least 75% of the voting capital according to an offer, he may convene a general meeting in the announcement sheets of the offeree company. The Annual General Meeting may not be held at the earliest two weeks after the announcement; the deposit period in accordance with Section 107 (2) of the German Stock Corporation Act shall be so dimensioned that at least five stock exchanges remain free of charge for the deposit. In all general meetings within the first six months of the date specified in the offer document, restrictions on voting rights in the meaning of paragraph 4 shall not apply if the statutes are to be amended or if members of the Supervisory Board are to be dismissed or elected. These general meetings may be dismissed by individual shareholders of the Supervisory Board and may elect new members of the Supervisory Board without the right of individual shareholders to be granted the posting rights; such posting rights may be Amendment to the amendment without the consent of the shareholder concerned shall be abolished. Restrictions on the transferability of the shares in the sense of para. 3 shall not apply between the convening of the Annual General Meeting and its end, provided that the shares are transferred to the offeror or to the co-existing legal entity (§ 1 Z 6). should be

(6) The contracting party of the divested shareholder shall acquire a right to claim a right to be claimed against the tenderer before the ordinary courts, if the bidder acquires shares in which the contractual transfer restrictions are broken down. Compensation in money. The obligation to pay compensation shall apply in the event of the opening of contractual voting rights restrictions. Conventional penalties for the violation of restrictions on transmission and voting rights do not apply in such cases.

Part 4

International scope

Stock companies domicated in Germany and listed abroad

§ 27b. (1) The provisions referred to in paragraph 2 shall apply to public tenders for the acquisition of voting shares issued by a public limited-liability company domicated in Germany if the following conditions are fulfilled:

1.		The shares are not admitted to trading on a regulated market in Austria, but are admitted on a regulated market of another Member State of the European Community or of a Contracting State of the EEA.
2.		The offer would be 3. Part of this federal law, provided that the shares are admitted to trading on a regulated market in Austria.

(2) For such offers, the following shall apply in addition to the 1. and 5. Part of this federal law the provisions on informing employees of the offeree company (§ 11 para. 3 and section 14 (3), insofar as these standards refer to the information of employees of the target company), on the Prohibition and offer of objectivity (§ 12), on the obligation to submit an offer (§ § 22 to 23), on the exceptions to the offer obligation (§ 24), on the obligation to notify in the event of controlling participation (§ 25), on the obligation to provide a Exceeding the secured blocking minority (§ 26a), by means of the fixing procedure (§ 26b), by means of the Amendment of the Articles of Association (§ 27 with the exception of Section 1 (3)) and the opening of restrictions (§ 27a).

Share companies with registered offices abroad and domestic listing

§ 27c. (1) The provisions referred to in paragraph 2 shall apply to public tenders for the acquisition of securities with voting rights of a public limited liability company established in another Member State of the European Community or in a public limited company. EEA State Party has been issued if the following conditions are met:

1.		The securities are admitted to trading on a regulated market in Austria, but not on a regulated market of the registered state of the corporation.
2.		The securities have not been admitted to trading on a regulated market in a third Member State of the European Community or in a Contracting State of the EEA before being admitted to trading on a regulated market in Austria and are still authorised there.
3.		In accordance with Section 82 (11) of the Austrian Stock Exchange Act, the Aktiengesellschaft has informed that Austria should be responsible for the supervision of public offerings when the securities are simultaneously for the first time trading on regulated markets in Austria and in Austria. a third Member State of the European Community or in a Contracting State of the EEA.
4.		The offer would be 3. Subject to this federal law, provided that the public limited company would have its registered office in Germany.

(2) For such offers, the following shall apply in addition to the 1. and 5. Part of this federal law the provisions on the content of the offer and the offer procedure; these are in particular § § 4 to 11, § § 13 to 21 (with the exception of § 11 para. 3 and § 14 para. 3), insofar as these standards are based on the information of the Employees of the target company) as well as § § 25a to 26.

(3) If the securities of a public limited-liability company established in another Member State of the European Community or in a Contracting State of the EEA are admitted to trading on a regulated market in Austria, paragraph 2 shall not apply. The Takeover Board may prohibit the publication of the offer document only if the publication in the State of the competent supervisory authority is inadmissible. The Takeover Commission may request the inclusion of additional information in the offer document if these particulars are specific for the domestic securities market and if it relates to formalities which are necessary for the acceptance of the bid and for the the receipt of the consideration due to the closure of the offer, or the tax treatment of the consideration offered to the holders of equity securities; likewise, the Takeover Commission may be responsible for the translation of the Request an offer document in the German or English language.

International cooperation of supervisory authorities

§ 27d. The Takeover Commission and the Financial Market Supervisory Authority shall, with the supervisory authorities and other bodies responsible for the supervision of the capital markets of the other Member States of the European Community and the Contracting States of the European Economic Area, shall, in particular: to cooperate and provide information to the competent authorities in accordance with Directives 93 /22/EEC, 2001 /34/EC, 2003 /6/EC and 2003 /71/EC if this is used for the purpose of applying this Federal Law or other bodies established pursuant to Directive 2004 /25/EC provisions, in particular in the cases referred to in § 27b and § 27c, is required. The cooperation shall include the service of the documents drawn up by the competent authorities and appropriate assistance in other forms. "

24. Before § 28, the section heading " 4. Part " through the section heading " 5. Part " replaced.

(25) § 28 is amended as follows:

(a) (7) first sentence reads:

" On the adoption of the Rules of Procedure (para. 3), the determination of the erasure of membership (par. 6 (4) to (6)) and the opinion on the Rules relating to Fees (Section 31 (3)), the General Assembly of all members shall decide by a simple majority; the presence of half of all members shall be sufficient for the quorum to be taken. "

(b) (8) reads:

"(8) The Rules of Procedure of the Takeover Commission shall be adopted after consultation of the Federal Minister of Justice, the Federal Minister of Finance and the stock exchange company managing and managing the Vienna Stock Exchange."

26. § 30 shall be amended as follows:

(a) In paragraph 3, Z 2, the parenthesis shall be "(§ § 22 to 25)" is deleted.

(b) In paragraph 4, first sentence, the phrase "Publicly-listed companies (§ 2), the offeror and the legal entities with which they share the rights (§ 23 (1))" through the phrase "publicly traded companies (§ 2, § 27b, § 27c), the bidder, together with the offeree company or the bidder (§ 1 Z 6), the management bodies of the above-mentioned entities" replaced.

27. § 31 (3) the following sentence is added:

"In any case, the fee regulation shall be published in the publication sheet of the exchange company managing and managing the Vienna Stock Exchange."

(28) § 33 is amended as follows:

(a) In para. 1 and 2, the parenthesis shall be "(§ 23 (1))" in each case by the bracket expression "(§ 1 Z 6)" replaced.

(b) In paragraph 3, the expression "(Section 11 (1) third sentence)" by the parenthesis expression "(Article 11 (1a))" and the parenthesis "(§ 23 (1))" by the parenthesis expression "(§ 1 Z 6)" replaced.

(c) In paragraph 7, the citation shall be "§ 23 (1)" by quoting "§ 1 Z 6" replaced.

29. § 34 with headline reads:

" Resting of the voting right

§ 34. (1) If a bidder has not published a required mandatory offer or if an offer against the pricing regulations (§ § 16 or 26) has failed, his voting rights shall be based.

(2) The Takeover Commission has to lift the rest of the voting right as soon as a mandatory offer corresponding to the statutory provisions has been made or a payment has been made in order to repair the violation of pricing rules , respectively, their immediate performance is assured. The Takeover Commission may also cancel the rest of the voting right if, in accordance with the actual circumstances of the individual case, the infringement does not endanger the interests of the holders of equity securities of the offeree company. or if a hazard can be eliminated by conditions or conditions.

(3) If a bidder has made an offer in violation of other provisions of this Federal Law, the Takeover Commission may retire its voting rights if this is necessary in order to determine, in accordance with the actual conditions of the individual case, the To protect the interests of the holders of equity securities of the offeree company. The Takeover Commission has to say under which conditions or conditions the rest of the voting rights will be lifted.

(4) If, despite the request of the Takeover Commission, a participant fails to submit a notice or advertisement provided for by law, the Takeover Board may retire its right to vote until such time as the notice or notification is refunded, if so necessary for the investigation of the facts.

(5) In addition to the measures referred to in § 25 (2), as a condition and condition pursuant to paragraphs 2 and 3, the offer addressees may, in particular, be granted a right of withdrawal, the offer period is extended or the offer is opened again for acceptance declarations. "

30. § 35 (1) and (2) are:

" (1) If the action does not comply with the facts of a court-punishable offence, an administrative surrender shall be carried out.

1.		as a tenderer, as a member of an administrative body of the tenderer and as a legal entity which jointly proceeds with the tenderer (§ 1 Z 6), as well as a member of an administrative organ of a legal entity who works jointly with the bidder (§ 1 Z 6), one of the the following provisions are contrary to the following provisions: § 4 Z 3 second half sentence, § 5 para. 1, para. 2 and para. 3, the latter two paragraphs in conjunction with paragraph 4 first sentence, § 7, § 11, § 16 para. 1, para. 3, para. 5 and para. 7, § 19 para. 2, § 21 para. 1 and par. 2, § 22 (1) and (4), § 22a, § 23 (3) and § 30 (5);
2.		As a member of an administrative organ of the offeree company, one of the following provisions is contrary to one of the following: § 4 Z 3 second half sentence in conjunction with § 12, § 6 para. 2, § 11 para. 3, § 12, § 14 para. 1 and para. 3, § 27a para. 2 and § 30 para. 5;
3.		as a member of an administrative body of a legal entity referred to in § 30 (4), or as a tenderer, jointly with previous legal entities, indirect and direct partners of bidders or listed companies, Expert or other adviser, contrary to § 30 (4), an information is inaccurate, incomplete, late or not at all given or a document is incomplete, late or not at all presented;
4.		an information pursuant to section 28 (3) is intentionally improperly issued;
5.		as a participant, as a member of an administrative body of the participant, as a member of a joint legal entity (§ 1 Z 6) or as a member of an administrative body of such a legal entity, the obligation to indicate to the the Takeover Commission in accordance with Section 22b (1), Section 24 (1), Section 25 (1) or Article 26a (1);
6.		as a participant, as a member of an administrative body of the participant, as a member of the joint legal entity (§ 1 Z 6) or as a member of an administrative body of such a right-holder voting rights contrary to the provisions of § 22b para. 2 or Article 26a (2), or cause another to do so.

(2) The act must be punished with a fine of EUR 5 000 to EUR 50 000. '

31. According to § 36, the following § § 37 to 39 together with the headings are added:

" 6. Part

In-force, conclusion and transitional provisions

In-force pedals

§ 37. § 1, Z 6 to 8, § 2, § 3 Z 1, 1a and 4, § 4 Z 1 and 2, § 5 para. 1 to 4, § 7 Z 6, 8 and 12 to 14, § 11 para. 1, 1a and 3, § 12, § 14 bis § 19, § 21 para. 1, § 22 bis § 27d, § 28 para. 7 and 8, § 30 para. 3 and 4, § 31 para. 3, § 33 para. 1 to 3 and 7, § 34, § § § § § § § § § § § § § § § § § § § § § § 34 35 (1) and (2) and (37) to § 39, as amended by the Act of Amendment 2006, Federal Law Gazette (BGBl). I No 75/2006, will enter into force on 20 May 2006.

Transposition of the transposition directive

§ 38. This federal law is designed to implement Directive 2004 /25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, Official Journal No. OJ L 142 of 30 April 2004, p. 12.

Transitional provisions

§ 39. Is a public limited company on an Austrian stock exchange on 20 May 2006 on official trading or free circulation, as well as in one or more other Member States of the European Community or in a Contracting State of the European Economic Area (EEA) Whereas trading on a regulated market has been authorised, these authorisations have been made at the same time and none of these States is the State of the State of the company, the Takeover Commission, together with the supervisory authorities of the other Member States concerned, shall: determine within four weeks the supervisory authority responsible for the supervision of supervision of public offerings for this target company. If no supervisory body is appointed within this period, the stock company shall inform the supervisory authority on the first trading day after the expiry of that period. The definition or notification shall be published in the Official Journal of the Vienna Newspaper by means of a notice. "

Article 2

Amendment to the Commercial Code

The Commercial Code of 10 May 1897, dRGBl. 219/1897, as last amended by the Federal Law of the Federal Republic of Germany (BGBl). I n ° 120/2005, is amended as follows:

1. According to § 243, the following § 243a is inserted:

" § 243a. Moreover, in the annual report of public limited companies whose shares are admitted to trading on a market registered in the list of regulated markets in accordance with Article 16 of Directive 93 /22/EEC, the following shall be disclosed:

1.		the composition of the capital, including the shares which are not traded on a market entered in the list of regulated markets referred to in Article 16 of Directive 93 /22/EEC, and, where appropriate, the indication of the various share interests and for each class of shares, the indication of the rights and obligations associated with this class and of the share of this class in the share capital;
2.		all restrictions, voting rights or the transfer of shares, even if they are included in agreements between shareholders, to the extent that they are known to the Board of the Company;
3.		direct or indirect shareholdings in the capital which are at least 10% of the capital;
4.		the holders of shares with special control rights and a description of those rights;
5.		the nature of the control of the right to vote in the case of a capital contribution by employees if they do not directly exercise the voting rights;
6.		the provisions on the appointment and dismise of the members of the Management Board and of the Supervisory Board, not directly arising from the law, and on the amendment of the Company's Statute;
7.		the powers of the members of the Executive Board not directly arising from the law, in particular as regards the possibility to issue or to buy back shares;
8.		any significant agreement in which the company is involved and which, in the event of a change of control in the company, becomes effective, change or end as a result of a takeover bid, and its effects, except in the case of: agreements whose disclosure would seriously damage the company, unless the company is expressly obliged to disclose such information pursuant to other legislation;
9.		The existence and substantial content of compensation agreements between the company and its members of the Board of Management and Supervisory Board or employees in the event of a public takeover bid. "

2. In § 267, the following paragraph 3a is inserted after paragraph 3:

" (3a) In the case of a parent undertaking whose shares are admitted to trading on a market registered in the list of regulated markets in accordance with Article 16 of Directive 93 /22/EEC, the group management report shall also provide the information in accordance with section 243a "

(3) The following paragraph 15 is added to § 906:

"(15) § 243a and section 267 (3a) shall enter into force on 20 May 2006 and shall apply to annual financial statements (consolidated financial statements) for financial years beginning after 31 December 2005."

Article 3

Amendment of the Stock Exchange Act

The Stock Exchange Act 1989, BGBl. N ° 555/1989, as last amended by the Federal Law BGBl. I n ° 48/2006, is amended as follows:

1. § 82 is added in accordance with paragraph 10 of the following paragraph 11:

" (11) Each issuer of securities having the right to vote has its registered office in another Contracting State of the EEA, if the first-time admission of the securities to trading was effected simultaneously in the territory of the country and in another EEA State which does not simultaneously the host State shall be notified on the first trading day of the FMA, the stock exchange company and the Takeover Commission of which State Party of the EEA is to be responsible for the supervision of public tenders (Section 27c (1) (3) exercise G). The notice shall be published in the Official Journal of the Vienna Newspaper by means of a notice. "

(2) The following paragraph 23 is added to § 102:

"(23) § 82 (11) shall enter into force on 20 May 2006."

Article 4

Amendment of the Transformation Act

The Transformation Act, BGBl. No 304/1996, as last amended by BGBl. I n ° 120/2005, is amended as follows:

1. § 2 shall be amended as follows:

(a) (2) (3) is:

" 3.		The principal shareholder shall grant the other shareholders and the beneficiaries an appropriate cash settlement from the rights granted by the company for the purchase of shares (exchange, reference, option rights or similar rights). The day of decision-making by the shareholders ' meeting shall be deemed to be the reference date for the determination of the appropriateness. If special rights are withdrawn, this shall be taken into account when determining the severance payment. The cash settlement is due two months after the date on which the registration of the conversion pursuant to § 10 of the German Commercial Code (HGB) shall be deemed to have been made known; the claim shall be statute-barred within three years. The cash settlement shall be galvanized from the date of the decision by the shareholders ' meeting the following day to maturity with two percentage points each year above the base interest rate applicable in each case. The costs of the implementation of the exclusion, in particular the payment of the cash settlement, shall be borne by the principal shareholder. "

(b) (3) reads:

" (3) In addition, the provisions relating to the merger by admission (§ § 220 to 221a, § 225a paragraph 2, § 225b to 225m AktG-except § 225c (3) and (4), § 225e) are to be applied to the merger, unless otherwise specified in this Federal Act. (3), second sentence and § 225j-, § § 226 to 232 AktG, § § 97, 98 and 100 GmbHG), in accordance with the following provisions, mutas-to-apply:

1.		If the principal shareholder is not a capital company, these provisions shall apply only to the transferring capital company.
2.		In the case of the merger agreement, the conversion contract concluded between the capital company and the principal shareholder shall be replaced by the merger report of the conversion report, which the Executive Board (the (a) the management of the capital company to be converted together with the principal shareholder shall, in the place of the exchange ratio, determine the amount of the cash settlement for the shareholders ' rights.
3.		The conversion report shall, in particular, explain and justify the appropriateness of the cash settlement; it should be noted that there are particular difficulties in evaluating the company. Furthermore, it should be pointed out that any minority shareholder is entitled to a reasonable severance in accordance with paragraph 2 Z 3, further to the fact that the shareholders, even if they agree to the decision, are entitled to the court, in the latter's If the capital company has its registered office, within a period of one month from the date on which the registration of the decision in accordance with § 10 of the German Commercial Code (HGB) is deemed to have been made, a request for a review of the cash settlement can be made.
4.		The Compiler (§ 220b AktG) is selected and appointed by the court at the joint request of the Supervisory Board of the capital company and the principal shareholder. In particular, it has to verify the adequacy of the cash settlement. The examiner's right of information also exists in relation to the main shareholder.
5.		In addition to the documents in accordance with Section 221a (2) of the German Stock Corporation Act (AktG), any expert opinions on which the assessment of the appropriateness is based shall also be submitted; § 112 (3), first sentence, AktG shall be applied mutagenally.
6.		At the request of the Shareholders ' Meeting, each shareholder shall also be informed of all matters of the main shareholder which are essential to the exclusion. Article 112 (3), first sentence, AktG, shall apply mutatily. In the case of the GmbH, this right also exists outside of the shareholders ' meeting; in the convocation it is expressly pointed out to this right.
7.		The principal shareholder shall appoint a trustee; § 2 (3) and § 3 (10) of the GesAusG shall apply mutaficily. "

(c) In paragraph 4, the second sentence is deleted.

2. § 3 (1) is amended as follows:

(a) Z 1 is:

" 1.		the conversion contract; "

(b) At the end of Z 7, the point shall be replaced by a stroke; the following Z 8 shall be added:

" 8.		a declaration by the trustee that he is in possession of the total amount of cash severance payments or a corresponding bank guarantee for the expected date of payment (§ 2 para. 3 Z 7). "

3. The heading to § 5 reads:

"Conversion with simultaneous establishment of a registered civil society"

4. § 5 (1) and (2) are:

" (1) The Annual General Meeting (General Meeting) of a capital company may be the establishment of an open trading company, a limited partnership or a registered labour force, and at the same time the transfer of the assets of the A capital company shall decide on the open trading company, the limited partnership or the registered working party. Persons whose share rights comprise at least nine tenths of the share capital (capital stock) of the capital company must be involved in this civil society; the other shareholders are entitled to a severance payment. New shareholders shall be entitled to a maximum of one-tenth of the share rights in the share capital (stock capital). "

" (2) The conversion decision shall require the approval of nine tenths of the total share capital (capital stock) if a shareholder holds these shares; § 1 para. 3 GesAusG shall apply mutatily. Otherwise, the conversion decision shall require the consent of all members. Consent may also be given outside the Annual General Meeting (General Meeting) by declaration within three months of the decision-making process; such statements must be subject to judicial or notarial approval. "

5. In § 6, the previous text receives the sales designation "(1)" ; the following paragraph 2 is added:

" (2) § 2 (2) and (3), § 3 (1) and § 5 (1), (2) and (5) in the version of the Act of Amendment Act 2006, BGBl. No 75/2006, shall enter into force on 20 May 2006 and shall apply to changes in which the conversion decision was taken after that date. In the case of conversions where the conversion decision was taken prior to that date, the conversion law is in the before entry into force of the takeover law amending act 2006, BGBl. I No 75/2006, to apply. '

Article 5

Amendment of the Spission Act

The Spission Act, BGBl. I No 125/1998, as last amended by BGBl. I n ° 120/2005, is amended as follows:

1. § 8 (3) reads:

" (3) If the shares of the new companies are not allocated to the shareholders of the transferring company in the proportion corresponding to their participation in the transferring company (non-proportionate division), the shares of the transferor of the transferable company shall be Moreover, a decision of a majority of nine tenths of the total nominal capital. By way of derogation, the decision of the consent of all members shall be taken if:

1.		the shares in one or more of the participating companies are allocated exclusively or mainly to shareholders who have a total share of no more than one-tenth of the nominal capital of the transferring company; or
2.		one or more of the participating companies in which the shareholders referred to in Z 1 are involved, mainly securities, liquid funds (§ 224 para. 2 B IV HGB) or other non-operating assets are allocated.

If the necessary votes are not cast in the Shareholders ' Meeting, the decision shall only take effect if the transferring company has received approval within three months of declarations of consent of the shareholders who oppose the decision vote, or were not involved in the vote, to the extent necessary. "

2. § 9 is amended as follows:

(a) In paragraph 1, the first and second sentences are:

" Any shareholder who has not consented to a non-proportionate division shall be entitled to an adequate cash settlement of his shares (Section 2 (1) (13)) if he/she is not responsible for the resolution of the Shareholders 'Meeting up to the date of the decision of the Shareholders' Meeting. To assert the right of a shareholder was. This entitlement shall not be entitled to a shareholder if he is involved in all participating companies in the same relationship as that of the transferring company. "

(b) para. 2 reads:

" (2) A challenge to dispute the split decision cannot be based on the fact that the exchange ratio of the shares (including any additional payments), their allocation to the shareholders or the cash payment offered does not or that the explanations of the exchange ratio of the shares (including any additional payments) contained in the fission report, in the audit report of the split auditor or in the report of the Supervisory Board, of which the Distribution to the equity holders or to the cash-severance offer to do not comply with statutory provisions. Shareholders who have accepted the offer referred to in paragraph 1 may submit to the court the request that the offered cash settlement be reviewed and a higher cash settlement be established; they shall have to make it credible that they are from the time of the Decision-making of the shareholders ' meeting of the transferring company until the application was submitted to the shareholders. § § 225d to 225m, with the exception of § 225e paragraph 3 second sentence and § 225j Abs. 2 AktG, apply analogously to the procedure for judicial review. If the judicial review of the offered cash settlement is sought, the time limit for the acceptance of the cash severance offer ends one month after the date of the last announcement according to Article 225k para. 1 AktG. "

3. In § 11, the point at the end of the second sentence shall be replaced by a reticle; the following half-sentence shall be added:

"The right of application in accordance with § 9 para. 2 is only available to those shareholders who have declared a contradiction to the transcript against the splitting decision."

4. In accordance with § 18, the following § 19 and title shall be added:

" 5. Part:

In-force pedals

§ 19. § 8 (3), § 9 (1) and (2) and § 11 in the version of the Act of Amendment 2006, Federal Law Gazette (BGBl). I No 75/2006, enter into force on 20 May 2006 and apply to divisions where the split decision (§ 8) has been taken after that date. On divisions where the split decision was taken before that date, the splitting law is in the before entry into force of the takeover law amending act 2006, BGBl. I No 75/2006, to apply. '

Article 6

Federal law on the exclusion of minority shareholders (shareholders ' exclusion law-GesAusG)

Requirements

§ 1. (1) The general meeting of a joint-stock company or general assembly of a company with limited liability may, at the request of the principal shareholder, transfer the shares of the remaining shares in accordance with the following provisions. Shareholders decide on the main shareholder against the granting of an adequate cash settlement.

(2) The principal shareholder is to whom, at the time of the decision-making, the shares belong to at least nine tenths of the nominal capital. The proportion of the shares belonging to the principal shareholder shall be determined by the ratio of the shares belonging to it to the nominal capital, in the case of stock companies with no-par value shares in accordance with the number of shares. Own shares of the company or shares belonging to another company for the account of the company shall be deducted from the total nominal capital or the total number of shares.

(3) The shares which belong to the principal shareholder also apply to shares of other companies connected to the main shareholder (Section 228 (3) HGB); the connection must have passed throughout the last year prior to the decision-making.

(4) The Articles of Association (the Social Contract) may provide that the exclusion of shareholders is not permitted under the provisions of this Federal Law or that the main shareholder is a higher than the share quota referred to in paragraph 2 above. must. A corresponding provision of the articles of association or of the social contract may be repealed or amended only with the consent of all members, unless the provision expressly provides for a different majority, which shall not, however, be less than three quarters of the votes cast.

Cash severance

§ 2. (1) The principal shareholder shall provide an appropriate cash settlement. The day of decision-making by the shareholders ' meeting shall be deemed to be the reference date for the determination of the appropriateness. If special rights are withdrawn, this shall be taken into account when determining the severance payment.

(2) The cash settlement shall be due two months after the date on which the registration of the exclusion in accordance with § 10 of the German Commercial Code (HGB) shall be deemed to have been made known; the right to cash settlement shall be statute-barred within three years. The cash settlement shall be galvanized from the date of the decision by the shareholders ' meeting the following day to maturity with two percentage points each year above the base interest rate applicable in each case. The principal shareholder shall bear the costs of the completion of the exclusion, in particular the payment of the cash payment.

(3) The main shareholder shall appoint a trustee with a registered office, residence or habitual residence in a Member State of the EEA. In the case of this, the cash settlement must be deposited prior to the convening of the shareholders ' meeting. Instead, a bank guarantee may be handed over to the trustee at the level of the severance payment with a maturity up to the expected date of payment; if the maturity of the cash payment does not occur before the end of the term, the Trustee to retrieve the bank guarantee if no new bank guarantee is handed over. The bank guarantee is provided by a credit institution within the meaning of Section 1 (1) BWG with creditable own funds of at least EUR 18.2 million or by a credit institution which has its activity in Austria on the basis of Section 9 of the BWG on a branch or in the course of the free movement of services and in the form of an eligible own resources or own resources of at least EUR 18.2 million. If the principal shareholder does not have his registered office, residence or habitual residence in a Member State of the EEA, the trustee shall additionally have a bank guarantee of such credit institution equal to 50% of the amount of the severance of the severance payment. a period of two months after the date of publication of the notice of registration of the decision. If a procedure for checking the cash settlement is initiated by that date, the trustee shall obtain the bank guarantee if no new bank guarantee is handed over.

Preparation of the decision-making by the shareholders

§ 3. (1) The Management Board (management) of the capital company and of the main shareholders shall jointly draw up a report on the planned exclusion. This must, at least, explain the conditions of the exclusion and explain and justify the appropriateness of the cash settlement; it should be pointed out that there are particular difficulties in evaluating the company. Article 112 (3), first sentence, AktG, shall apply mutatily. It should be noted in the report that any minority shareholder is entitled to an appropriate severance payment in accordance with § 2, further to the fact that the shareholders, even if they agree to the decision, are entitled to the court, in the latter's sprinkles A capital company has its registered office within a period of one month from the date on which the registration of the decision in accordance with Section 10 of the German Commercial Code (HGB) is deemed to have been published, a request for review of the cash-severance offer may be made (§ 6).

(2) The accuracy of the report referred to in paragraph 1 and the appropriateness of the cash settlement shall be considered by an expert auditor. This will be selected and ordered by the court at the joint request of the Supervisory Board of the capital company and the main shareholder. Section 220b (3) to (5) of the German Stock Corporation Act (AktG) is to be applied with the proviso that the right of information also exists in relation to the main shareholder.

(3) If the capital company has a supervisory board, it shall examine the exclusion on the basis of the report referred to in paragraph 1 and the audit report in accordance with paragraph 2 above, and shall report a written report thereon. Article 112 (3), first sentence, AktG, shall apply mutatily.

(4) The Management Board of a public limited company has to publish an indication of the planned decision-making at least one month before the day of the Annual General Meeting (§ 18 AktG). In this publication, the shareholders shall be informed of their rights in accordance with paragraphs 5 and 6.

(5) At least during one month before the day of the decision-making general meeting at the company's registered office, the company shall be required to consult the shareholders at least during one month:

1.		the draft decision on exclusion;
2.		the reports referred to in paragraphs 1, 2 and 3;
3.		any opinion on which the assessment of the appropriateness is based; § 112 (3), first sentence, AktG, shall apply mutagenally;
4.		the annual accounts and management reports of the company for the last three financial years.

(6) On request, a copy of the documents referred to in paragraph 5 shall be issued immediately and free of charge to each shareholder.

(7) The documents referred to in paragraph 5 shall be placed at the Annual General Meeting. The Management Board and the main shareholder have to explain the report according to paragraph 1 orally before the decision is taken. The Management Board shall, before taking a decision on any substantial change in the assets or earnings situation of the company and the plans of the main shareholder, which have been signed between the refund of the report referred to in paragraph 1 and the the date of decision-making has occurred; this shall apply in particular where the change would justify a different cash settlement.

(8) At the request of the Annual General Meeting, each shareholder shall also be informed of all matters of the principal shareholder that are essential to the exclusion of the shareholders. Article 112 (3), first sentence, AktG, shall apply mutatily.

(9) The documents referred to in paragraph 5 shall be sent to the shareholders of a limited-liability company. A period of at least 14 days must be between the date of the mission of the post and the decision-making process. The publication in accordance with paragraph 4 and the presentation of the information provided for in paragraph 5 shall not be required. The managing directors and the principal shareholder shall at all times inform each member of a shareholder from the date of the convocation; this also applies to changes in the meaning of paragraph 7 and matters in the sense of paragraph 8. This right shall be expressly referred to in the convocation.

(10) Paragraph 1 to 9 and section 2 (3) shall not apply if all members of the shareholders 'meeting in writing or in the minutes of the shareholders' meeting do not comply with these provisions.

Decision-making by the shareholders

§ 4. (1) The decision of the shareholders ' meeting requires the majority of the votes cast and the agreement of the main shareholder; the statutes (the social contract) may provide for a greater majority and further requirements. Special decisions of individual classes of shares are not required.

(2) The decision shall be notarized on the basis of a notarial decision. The reports on the exclusion in accordance with § 3 (1) to (3) shall be included in the minutes of the decision, subject to § 3 (10), or shall be annexed to it as an annex.

Registration and registration of the decision

§ 5. (1) The Management Board (management) of the capital company has to notify the decision of the exclusion of the minority shareholders for registration in the company's book. The application shall be accompanied by a copy, a copy or a certified copy:

1.		the minutes of the decision on exclusion;
2.		if the decision requires a regulatory approval, the certificate of approval;
3.		in the case of public limited liability companies, proof of publication in accordance with Section 3 (4

(2) Weiters shall submit to the Court of First Instance a declaration that a claim for appeal, determination of the nullity or annulment of the decision shall not be filed within one month of the date of the decision or has been withdrawn or that all the shareholders have waived such an action by notarially certified statement. If these statements cannot be submitted, the court shall act in accordance with Section 19 of the German Civil Service Act (FBG).

(3) The decision may only be registered if the trustee has indicated to the Company's Book Court that it is in possession of the total sum of the cash payments or a bank guarantee (§ 2 para. 3).

(4) With the registration of the decision in the company register, all shares of the minority shareholders shall be made to the principal shareholder who requested this. If securities are issued via these membership rights, they shall only be entitled to the right to cash settlement from the date stated. The payment of the cash payment has to be made by train against the transfer of the securities.

(5) If the company has issued rights in respect of shares (exchange, reference, option rights or similar rights), the beneficiaries shall, from the date of registration of the decision, have a right to the principal shareholder in respect of the content of the Rights of adequate cash settlement.

(6) The lack of notarial certification of the decision shall be healed by the registration in the company's register.

Checking the cash settlement

§ 6. (1) The challenge of the decision cannot be based on the fact that the cash settlement is not adequately defined or that the explanations of the cash settlement in the reports in accordance with § 3 do not comply with the statutory provisions.

(2) § § 225c bis 225m AktG-excluding § 225c (3) and (4), § 225e (3), second sentence and § 225j-for checking the cash settlement by the excluded members are subject to the merger for admission to the capital company. shall apply mutatily. In accordance with Section 3 (1), in place of the receiving company of the main shareholders, the report shall be replaced by the merger agreement in place of the exchange ratio, the amount of the cash settlement for the shares. § 2 para. 2 shall apply in the appropriate manner for the due date and the interest paid or on the basis of a comparison of cash payments which are due to a comparison.

Exclusion after a takeover offer

§ 7. (1) If the principal shareholder has acquired or expanded its participation in the exercise of the exercise G through a takeover bid and the takeover bid was aimed at the acquisition of all shares of the offeree company, the exclusion of the minority shareholders shall be determined by The following provisions shall be permitted where the General Meeting takes the decision on the exclusion of the minority shareholders within three months of the end of the offer period. The Articles of Association may not derogate from these provisions.

(2) The principal shareholder is to whom shares in the offeree company belong to the extent of at least 90 of the hundred of the total voting share capital of the Aktiengesellschaft and 90 of the hundred of their voting rights; for the calculation is valid § 1 para. 3 sensual. The exclusion right only extends to the other voting shares. If the principal shareholder holds an additional 90 per cent of the total share capital, the general meeting may also decide to transfer the voting rights without voting rights to the main shareholder. Where a number of tenderers have jointly submitted an offer, they shall be subject to their joint participation; if the offer document does not contain any deviating information on the division of the shares, the tenderers shall transfer the shares to the same parts.

(3) In any case, a cash settlement below the value of the highest consideration of the takeover offer is not appropriate. If the offeror has acquired more than 90% of the shares affected by the offer in connection with the takeover bid or in connection with the takeover bid, it shall be presumed that a cash settlement shall be equal to the value of the highest consideration. is appropriate. The calculation shall be carried out separately for each share of the share. Section 16 (7) exercise G shall apply mutatily.

References

§ 8. Insofar as the provisions of other federal laws are referred to in this Federal Act, they shall be applied in their respectively applicable version.

In-force pedals

§ 9. This federal law will enter into force on 20 May 2006.

Transitional provision

§ 10. Provided that the articles of association (the social contract) of a capital company already provided for aggravating rules before the entry into force of this federal law for the exclusion of minority shareholders, those rules shall apply mutagens to the Social exclusion according to this federal law.

Full-education clause

§ 11. The Federal Minister of Justice is responsible for the enforcement of this federal law.

Fischer

Bowl