Proposals

Agenda item 2:

“Resolution on the use of the balance-sheet profit, as shown in the annual accounts for 2007”

It is proposed to distribute the balance-sheet profit, as shown in the company’s annual accounts of 31/12/2007 of EUR 51,470,519.85 according to the proposal of the Management Board and the Supervisory Board as follows by:

1. paying a dividend of EUR 14.00 per share
2. carrying forward the remaining profit of EUR 20,519.85
3. starting dividend payment on 20 June 2008

Agenda item 3:

“Resolution on the discharge of the Management Board and the Supervisory Board for business year 2007”

It is proposed to discharge the members of the Management Board and the Supervisory Board of their responsibilities for business year 2007.

Agenda item 4:

“Elections to the Supervisory Board”

Karl SCHMUTZER retired from the Supervisory Board on 1 February 2008.

The mandate of Hermann BELL expires at the end of the ordinary shareholders’ meeting of 12 June 2008.

It is proposed to elect Andreas SCHMIDRADNER to the Supervisory Board for the remainder of Karl SCHMUTZER’s mandate, that is until the end of the general shareholders’ meeting deciding on the discharge concerning business year 2011.

Moreover, it is proposed to re-elect Hermann BELL to the Supervisory Board fort two years, that is until the end of the general shareholders’ meeting deciding on the discharge concerning business year 2009.

It is proposed to elect Winfried Braumann to the supervisory board for the statutory maximum period of five years, that is until the regular shareholders' meeting that decides on the exoneration for business year 2012.

Agenda item 5:

“Appointment of the auditor for business year 2008”

It is proposed to appoint Eidos Deloitte Wirtschaftsprüfungs- und Steuerberatungsgesellschaft mbH, Vienna as auditors of the financial statements and the consolidated statements of business year 2008.

Agenda item 6:

“Resolution on the following amendments to the articles of incorporation:
- article 4 (3): expiry of the authorization to increase nominal capital
- article 5 (3): exclusion of the claim to individual share certificates”

The authorization to increase nominal capital expired on 30 April 2004. It is not intended to renew the authorization (to increase nominal capital).

It is therefore proposed to cancel article 4 (3) of the articles of incorporation without substitution.

Moreover, it is proposed to amend the articles of incorporation by adding the following paragraph (3) to article 5:

(3) Form and content of share certificates, provisional certificates, temporary collective notes, partial debentures, interest warrants, equity warrants and renewal warrants are defined by the Management Board upon approval by the Supervisory Board. There is no claim to individual share certificates as defined by article 10 section 6 of the Austrian Stock Corporation Act.