Excerpt from the Rules of Procedure

Article 5

(1) If committees are appointed, this shall normally be done in the meeting to be held after the Annual General Meeting of Shareholders. However, it shall be permissible to establish further committees, to dissolve committees and to modify the tasks and powers of existing committees in the course of other meetings.

(2) The provisions of Articles 2 and 3 of these Rules of Procedure shall apply mutatis mutandis to the convening of meetings of the committees, the passing of resolutions and the taking of minutes, in addition to any applicable statutory provisions, in particular those of the Austrian Banking Act.
(3) The committees may adopt their resolutions in writing, by telephone or in another, comparable form.
(4) Any resolutions adopted by a committee shall be brought to the attention of the full Supervisory Board at the latter's next meeting.
(5) The Committees shall be composed of at least three members of the Supervisory Board (capital representatives) and of employee representatives as is required by law.
 
Article 6

(1) The Working Committee shall be responsible for establishing a suitable basis for supervising the management of the Management Board through constant contact with the Management Board. The Working Committee shall have both preparatory and decision-making powers.
 
(2) The Working Committee shall be entitled to make decisions on all transactions that are subject to the approval of the Supervisory Board pursuant to Article 4, para. 1, subparagraphs 1 to 5 and 8, of the Rules of Procedure applying to the Management Board.

(3) Urgent resolutions requested by the Management Board which exceed its competence may be adopted in advance by the Working Committee against subsequent reporting to the Supervisory Board. Resolutions shall be considered urgent if they must be adopted without delay in order to avoid significant economic disadvantages for the Company.
(4) In the event of a disagreement, the full Supervisory Board shall decide on the competence of the Working Committee.
 
Article 7

The Risk Committee shall perform the duties assigned to it by the statutory provisions concerning risk committees, in particular pursuant to the Austrian Banking Act, and shall be structured and organised in accordance with these provisions.


Article 8

The Credit Committee shall be entitled to make decisions on transactions that are subject to the approval of the Supervisory Board in accordance with Article 4, para. 1, subparagraphs 6 and 7 (the latter, however, only with regard to such transactions that are not already covered by the relevant advance resolution of the Supervisory Board to be passed annually) of the Rules of Procedure applying to the Management Board.
 
Article 9

The Audit Committee shall perform the duties assigned to it by the statutory provisions concerning audit committees, in particular pursuant to the Austrian Banking Act, and shall be structured and organised in accordance with these provisions.

 

Article 10

(1) The Nomination Committee shall perform the duties assigned to it by the statutory provisions concerning nomination committees, in particular by the Austrian Banking Act, and shall be structured and organised in accordance with these provisions.
(2) Furthermore, the Nomination Committee shall regulate the relations between the Company and the members of the Management Board, subject to the competence of the Remuneration Committee.
(3) The Nomination Committee shall also decide whether a member of the Management Board may operate a company, conduct business in the Company's line of business for his or her own account or for the account of a third party, participate in other commercially active companies as general partner or accept Supervisory Board mandates in other companies, unless the companies are affiliated with the Company in a group or the Company has an entrepreneurial interest in them.
(4) The Supervisory Board (Nomination Committee) shall be entitled to withdraw such consent.


Article 11

The Remuneration Committee shall perform the duties assigned to it by the statutory provisions concerning remuneration committees, in particular by the Austrian Banking Act, and shall be structured and organised in accordance with these provisions.

 

Article 12

The Sustainability Committee is responsible for supporting the Supervisory Board in monitoring the implementation and ongoing development of the sustainability strategy. It has no decision-making authority within the meaning of Section 76 article 4 BWG. The Sustainability Committee meets regularly once a year.

The main tasks of this committee include, in particular, monitoring the implementation and ongoing development of the sustainability strategy.