2. Share capital and shares

§5

1. The share capital totals EUR  274,827,112.90 and is divided into 37,817,039 shares to bearer, each of which represents an equal holding in the share capital.
2. The share capital is conditionally increased by up to EUR 72,305,836.31 by issuing up to 9,949,500 bearer shares of no par value with voting rights. The issue price is EUR 7.27. The conditional capital increase shall be carried out only insofar as bearers of the convertible bond tranche A issued on the basis of a resolution passed at the Annual General Meeting on February 15, 2002 exercise their conversion rights for shares of the Company granted to them. The new shares shall participate in profits from the beginning of the financial year in which they are created through the exercise of conversion rights. The Management Board shall be authorized todetermine further details regarding the conditional capital increase. The Supervisory Board shall be authorized to amend § 5 (section 5) of the articles of association in accordance with the volume of the issue of pre-emptive shares.
3. The Management Board shall be authorized until and including April 30, 2010, with the consent of the Supervisory Board, to increase capital stock, without requiring further consent of shareholders and excluding shareholders’ subscription rights, on one or several occasions, by a maximum amount of EUR 50,122,453.68 by issuing up to 6,897,000 non-par bearer shares with voting rights at an issue price of EUR 7.27 insofar as the bearers of the convertible bonds tranche B exercise their granted conversion rights for shares of the company, with the capital increase being carried out in return for a contribution in kind of the bearers of the convertible bonds. The new shares shall participate in profits from the beginning of the financial year, in which they are created through the exercise of conversion rights. The Supervisory Board shall be authorized to amend § 5 of the articles of association in accordance with the volume of the capital increase from of authorized capital.
4. The Management Board shall be authorised pursuant to § 169 Stock Corporation Act to increase share capital, with the approval of the Supervisory Board but without further approval by the Annual General Meeting, until 29 May 2013 – in several tranches – in return for a cash contribution or contribution in kind by up to EUR 27,254,875.44 by issuing up to 3,750,353 no-par bearer shares with voting rights and to determine the issue price, the issue conditions and further details regarding the implementation of the capital increase in consultation with the Supervisory Board. The Management Board shall be authorised to exclude shareholders’ subscription rights with the consent of the Supervisory Board if (i) the capital increase is carried out in return for contribution in kind, or if (ii) the capital increase is carried out in return for cash contribution and the minimum issue price of the new shares corresponds to the average of the closing prices of the RHI share (ISIN AT0000676903) on the Vienna Stock Exchange of the 30 trading days preceding the subscription day of the new shares plus a premium of a minimum of 25% or (iii) for residual amounts. The Supervisory Board shall be authorised to amend § 5 of the Articles of Association in accordance with the volume of the capital increase from authorised capital (“Authorised Capital II”).”

§6

1. Shares shall be to bearer. 
2. Shareholders shall be entitled to demand that all or some of their shares be converted to registered shares.
3. If the share capital is increased by issuing new shares, the new shares shall also be to bearer, unless the resolution of the Annual General Meeting relating to the increase stipulates otherwise.
4. Claims to dividends shall be statute-barred within three years of maturity.

§7

The form and content of share certificates and dividend and renewal coupons shall be decided by the Management Board in agreement with the Supervisory Board. The same shall apply to interim dividend coupons and bonds and their interest and renewal coupons.