5. Annual General Meeting

§16

1. The Annual General Meeting shall be convened by the Management Board or the Supervisory Board. The venue of the Annual General Meeting shall be stipulated in the invitation to attend and may be Vienna, Radenthein, Hochfilzen or a capital of one of the Austrian Länder.
2. The invitation to attend must be published in the „Wiener Zeitung“ at least 21 days before the meeting, not counting the day of publication or the day on which the meeting is held.

§17

1. Shareholders who deposit their shares with the company, a notary public in Austria, a bank in Austria or some other agency stipulated in the invitation to attend by the deadline stipulated in the following paragraph until the close of the meeting shall be entitled to attend the Annual General Meeting.
2. Shares shall be deposited so that there are at least three clear working days before the meeting.
3. Shares shall be deemed to have been duly deposited if they are held on the shareholder’s behalf until the close of the meeting in blocked account at another bank agreed by one of the agencies stipulated in the invitation to attend or the articles of association and the shareholder submits a certificate of deposit from the said other bank or, if they have been deposited with a notary public, an original or certified copy of a certificate of deposit from the notary public, within one day of expiry of the date by which they must be deposited with the company.
4. The invitation to attend the Annual General Meeting may stipulate that shareholders may only attend the Annual General Meeting if they deposit a duplicate list of the numbers of the shares by the stated deadline.
5. If no share certificates have been issued, the invitation to attend the Annual General Meeting shall stipulate the conditions under which shareholders shall be permitted to attend the Annual General Meeting.

§18

1. The voting rights attached to a share may be exercised once the minimum statutory contribution has been paid up on the share.
2. Each share shall carry one vote at the Annual General Meeting.
3. Shareholders may arrange to be represented by a person in possession of a written proxy, especially for the purposes of voting.  The written proxy shall be retained by the company.

§19

1. The chairman of the Supervisory Board or one of his deputies shall chair the Annual General Meeting or, if they are not present or prepared to chair the meeting, the notary public instructed to take the minutes of the meeting shall conduct an election for a chairman.
2. The chairman of the Annual General Meeting shall direct the discussions and determine the order of the items on the agenda and how resolutions are to be passed.

§20

Resolutions by the Annual General Meeting shall be taken by simple majority of the votes cast, unless the law or the articles of association stipulate otherwise in a compulsory way.

§21

If no majority is obtained during the first round of elections, a second round shall be held between the two candidates who obtained the most votes.  In the event of a tied vote, the chairman shall have the casting vote.