Common use of Shareholding Thresholds Clause in Contracts

Shareholding Thresholds. (a) The Company has advised the Depositary that, as of the date of the Deposit Agreement: (i) Austrian takeover rules require any person or entity owning 30% or more of the Shares (or a lower percentage established by the Company’s articles of association) to make a public tender offer to purchase all the Shares. The Company’s articles of association do not specify a lower percentage for this purpose. (ii) European banking directives and regulations provide for ownership control proceedings when a person’s holdings in an Austrian bank reach, cross or fall below a threshold of 10%, 20%, 30% or 50% of the capital or voting rights. The Company is not an Austrian bank for purposes of the preceding sentence. (iii) Austrian investment control laws impose filing obligations on any non-EU, non-EEA and non-Swiss person or entity owning 10%, 25% and 50% of the voting rights in a company that is in a security-relevant sector (or that will acquire an ownership of that kind through a business acquisition), except that the 10% threshold is relevant only for companies in particularly sensitive industries. The Company is active in a security-relevant sector in which the 10% threshold applies. (iv) Each shareholding threshold specified in items (i) to (iii) above is referred to as a “Relevant Threshold”. As of the date of this Deposit Agreement, the number of Shares to be used to calculate each Relevant Threshold is 347,415,686 Shares. (b) The Company represents and warrants to the Depositary that there are no restrictions upon, or filing or regulatory requirements arising from, ownership of the Company’s Shares under Austrian laws and regulations or the Company’s articles of association or similar documents except as described in paragraph (a) above. The Company shall notify the Depositary promptly of (i) any matter that must be added or changed in paragraph (a) in order for the statement in the preceding sentence to remain true and (ii) any change in the number of Shares that is relevant for purposes of item (a)(iv) above. (c) The Depositary may refuse to accept Shares presented for deposit under this Deposit Agreement to the extent that the deposit would cause the Depositary’s holding of Shares to reach or exceed any Relevant Threshold.

Shareholding Thresholds. (a) The Company has advised the Depositary that, as of the date of the this Deposit Agreement: (i) Austrian takeover rules require any person or entity owning 30% or more of the Shares (or a lower percentage established by the Company’s articles of association) to make a public tender offer to purchase all the Shares. The Company’s articles of association do not specify a lower percentage for this purpose. (ii) European banking directives and regulations provide for ownership control proceedings when a person’s holdings in an Austrian bank reach, cross or fall below a threshold of 10%, 20%, 30% or 50% of the capital or voting rights. The Company is not an Austrian bank for purposes of the preceding sentence. (iii) Austrian investment control laws impose filing obligations on any non-EU, non-EEA and non-Swiss person or entity owning 10%, 25% and 50% of the voting rights in a company that is in a security-relevant sector (or that will acquire an ownership of that kind through a business acquisition), except that the 10% threshold is relevant only for companies in particularly sensitive industries. The Company is active in a security-relevant sector in which the 1025% threshold appliesand 50% thresholds apply. (iv) Each shareholding threshold specified in items (i) to (iii) above is referred to as a “Relevant Threshold”. As of the date of this Deposit Agreement, the number of Shares to be used to calculate each Relevant Threshold is 347,415,686 _______ Shares. (b) The Company represents and warrants to the Depositary that there are no restrictions upon, or filing or regulatory requirements arising from, ownership of the Company’s Shares under Austrian laws and regulations or the Company’s articles of association or similar documents except as described in paragraph (a) above. The Company shall notify the Depositary promptly of (i) any matter that must be added or changed in paragraph (a) in order for the statement in the preceding sentence to remain true and (ii) any change in the number of Shares that is relevant for purposes of item (a)(iv) above. (c) The Depositary may refuse to accept Shares presented for deposit under this Deposit Agreement to the extent that the deposit would cause the Depositary’s holding of Shares to reach or exceed any Relevant Threshold.

Shareholding Thresholds. (a) The Company has advised the Depositary that, as of the date of the this Deposit Agreement: (i) Austrian takeover rules require any person or entity owning 30% or more of the Shares (or a lower percentage established by the Company’s articles of association) to make a public tender offer to purchase all the Shares. The Company’s articles of association do not specify a lower percentage for this purpose. (ii) European banking directives and regulations provide for ownership control proceedings when a person’s holdings in an Austrian bank reach, cross or fall below a threshold of 10%, 20%, 30% or 50% of the capital or voting rights. The Company is not an Austrian bank for purposes of the preceding sentence. (iii) Austrian investment control laws impose filing obligations on any non-EU, non-EEA and non-Swiss person or entity owning 10%, 25% and 50% of the voting rights in a company that is in a security-relevant sector (or that will acquire an ownership of that kind through a business acquisition), except that the 10% threshold is relevant only for companies in particularly sensitive industries. The Company is active in a security-relevant sector in which the 10% threshold applies. (iv) Each shareholding threshold specified in items (i) to (iii) above is referred to as a “Relevant Threshold”. As of the date of this Deposit Agreement, the number of Shares to be used to calculate each Relevant Threshold is 347,415,686 Shares. (b) The Company represents and warrants to the Depositary that there are no restrictions upon, or filing or regulatory requirements arising from, ownership of the Company’s Shares under Austrian laws and regulations or the Company’s articles of association or similar documents except as described in paragraph (a) above. The Company shall notify the Depositary promptly of (i) any matter that must be added or changed in paragraph (a) in order for the statement in the preceding sentence to remain true and (ii) any change in the number of Shares that is relevant for purposes of item (a)(iv) above. (c) The Depositary may refuse to accept Shares presented for deposit under this Deposit Agreement to the extent that the deposit would cause the Depositary’s holding of Shares to reach or exceed any Relevant Threshold.

Shareholding Thresholds. (a) The Company has advised the Depositary that, as of the date of the Deposit Agreement: (i) Austrian takeover rules require any person or entity owning 30% or more of the Shares (or a lower percentage established by the Company’s articles of association) to make a public tender offer to purchase all the Shares. The Company’s articles of association do not specify a lower percentage for this purpose. (ii) European banking directives and regulations provide for ownership control proceedings when a person’s holdings in an Austrian bank reach, cross or fall below a threshold of 10%, 20%, 30% or 50% of the capital or voting rights. The Company is not an Austrian bank for purposes of the preceding sentence. (iii) Austrian investment control laws impose filing obligations on any non-EU, non-EEA and non-Swiss person or entity owning 10%, 25% and 50% of the voting rights in a company that is in a security-relevant sector (or that will acquire an ownership of that kind through a business acquisition), except that the 10% threshold is relevant only for companies in particularly sensitive industries. The Company is active in a security-relevant sector in which the 1025% threshold appliesand 50% thresholds apply. (iv) Each shareholding threshold specified in items (i) to (iii) above is referred to as a “Relevant Threshold”. As of the date of this Deposit Agreement, the number of Shares to be used to calculate each Relevant Threshold is 347,415,686 _______ Shares. (b) The Company represents and warrants to the Depositary that there are no restrictions upon, or filing or regulatory requirements arising from, ownership of the Company’s Shares under Austrian laws and regulations or the Company’s articles of association or similar documents except as described in paragraph (a) above. The Company shall notify the Depositary promptly of (i) any matter that must be added or changed in paragraph (a) in order for the statement in the preceding sentence to remain true and (ii) any change in the number of Shares that is relevant for purposes of item (a)(iv) above. (c) The Depositary may refuse to accept Shares presented for deposit under this Deposit Agreement to the extent that the deposit would cause the Depositary’s holding of Shares to reach or exceed any Relevant Threshold.

Shareholding Thresholds. (a) The Company has advised the Depositary that, as of the date of the this Deposit Agreement: (i) Austrian takeover rules require any person or entity owning 30% or more of the Shares (or a lower percentage established by the Company’s articles of association) to make a public tender offer to purchase all the Shares. The Company’s articles of association do not specify a lower percentage 20% for this purpose. (ii) European banking directives and regulations provide for ownership control proceedings when a person’s holdings in an Austrian bank reach, cross or fall below a threshold of 10%, 20%, 30% or 50% of the capital or voting rights. The Company is not an Austrian bank for purposes of the preceding sentence. (iii) Austrian investment control laws impose filing obligations on any non-EU, non-EEA and non-Swiss person or entity owning 10%, 25% and 50% of the voting rights in a company that is in a security-relevant sector (or that will acquire an ownership of that kind through a business acquisition), except that the 10% threshold is relevant only for companies in particularly sensitive industries. The Company is active in a security-relevant sector in which the 1025% threshold applies. (iv) Each shareholding threshold specified in items (i) to (iii) above is referred to as a “Relevant Threshold”. As of the date of this Deposit Agreement, the number of Shares to be used to calculate each Relevant Threshold is 347,415,686 429,800,000 Shares. (b) The Company represents and warrants to the Depositary that there are no restrictions upon, or filing or regulatory requirements arising from, ownership of the Company’s Shares under Austrian laws and regulations or the Company’s articles of association or similar documents except as described in paragraph (a) above. The Company shall notify the Depositary promptly of (i) any matter that must be added or changed in paragraph (aa)(i) in order for the statement in the preceding sentence to remain true and (ii) any change in the number of Shares that is relevant for purposes of item (a)(iv) above. (c) The Depositary may refuse to accept Shares presented for deposit under this Deposit Agreement to the extent that the deposit would cause the Depositary’s holding of Shares to reach or exceed any Relevant Threshold.