Excerpt from the Rules of Procedure

Article 5
(1) Where committees are to be set up, such committees shall generally be appointed in the meeting to be held immediately after the Annual General Meeting (Article 12 of the Rules of Procedure), to remain effective up to the end of the next Annual General Meeting.

(2) As regards the convocation of committee meetings, the resolutions taken and the minutes prepared by such meetings, the rules laid down in Articles 2 and 3 of the present Rules of Procedure shall apply mutatis mutandis.

(3) Committee resolutions may also be adopted in writing, by telephone or by similar means of communication.

Article 6
(1) The Working Committee, by means of ongoing contact with the Management Board, shall be responsible for creating a suitable basis for the monitoring of the Management Board’s conduct of business. The Working Committee’s remit shall include not only preparatory tasks, but also decision-making powers.

(2) The Working Committee shall have decision-making power in all business matters which pursuant to Article 4 (1) numbers 1 to 5 and 7 of the Rules of Procedure of the Management Board require approval by the Supervisory Board.

(2a) The Credit Committee shall have decision-making power in all business matters which pursuant to Article 4 (1) number 6 of the Rules of Procedure of the Management Board require approval by the Supervisory Board.

(3) Matters assigned for decision to the Working Committee or the Credit Committee in accordance with (2) and (2a) shall subsequently be reported to the whole Supervisory Board if they are of particular relevance for the Bank in terms of amount, associated obligations or commitments, or on other grounds.

(4) Disputes regarding the competences of the Working Committee shall be referred to the whole Supervisory Board for decision.

Article 7
Other matters of special urgency that exceed the competences of the Management Board and are referred by the Management Board to the Working Committee for decision may be decided at once provided they are subsequently reported to the Supervisory Board. A matter shall be considered of special urgency if such matter requires an immediate decision in order to prevent significant economic disadvantages for the Company.  

Article 8
The Supervisory Board shall appoint, in line with the relevant legislation, a committee responsible for the auditing of the annual financial statements and the preparations for their adoption, the examination of the proposal for the appropriation of profits and of the management report (Audit Committee). The Audit Committee shall be responsible for the auditing of any consolidated financial statements and it shall prepare a proposal for the selection of an auditor and shall report to the Supervisory Board on these matters. The Audit Committee must include one person with special expertise and practical experience in financial and accounting matters and in financial reporting (finance expert).   

Article 9
(1) The Nomination Committee shall submit proposals regarding appointments to (soon to be vacated) Management Board positions and shall generally address succession planning issues. The Nomination Committee shall consist of the Chairman of the Supervisory Board and another Supervisory Board member.

(2) The Remuneration Committee shall be in charge of regulating relations between the Company and the members of the Company’s Management Board as well as any and all staff members covered by the remuneration policy provisions laid down in the Austrian Banking Act (BWG). The Remuneration Committee shall consist of the two members of the Nomination Committee.