The OIAG Act of the year 2000 is the Austrian federal law on the restructuring of the legal framework pertaining to Österreichische Industrieholding Aktiengesellschaft and to Post- und Telekombeteiligungsverwaltungsgesellschaft as publicly announced in the Federal Law Gazette 1 no. 24/2000, and updated in the versions printed in the Federal Law Gazette editions no. 71/2003, 103/2005 and 73/2006.

In accordance with § 1 (2), the main purpose of the company (OIAG) is:

a) the sale of shares (privatisation management)
b) holding, managing and exercising share rights (holding management) on behalf of the companies in which OIAG currently has a stake or that are transferred to it in the future by federal law or by legal act (holdings), and
c) the purchase of shares in accordance with § 9 (3) and (4)

Annual General Meeting

§ 2   The ownership rights of the federal government will be exercised at the Annual General Meeting by the Federal Minister of Finance.

Supervisory Board

§ 3 (1) The supervisory board will consist of fifteen members.
§ 4 (1) Ten members of the supervisory board will be selected on the basis of their achievements as renowned entrepreneurs from the business world, as members of the management board of commercial companies or as individuals with many years of experience in business. New appointments and dismissals will be made by resolution of the supervisory board members.

Representation of employees’ interests

§ 5 (1) Five members of the supervisory board will be nominated by the Federal Labour Chamber and appointed by the Annual General Meeting. Nominees must be members of the works or staff council of a company in which OIAG has a direct or indirect interest.

Privatisation management

§ 7 (1) To comply with the privatisation mandate of the federal government for a particular legislative period, OIAG has been entrusted with responsibility to completely or partially privatise the companies whose shares have either been transferred to it for privatisation or will be transferred to it in the future by federal law or a legal act.
§ 7 (3) OIAG will decide when and to what extent privatisation will be carried out in line with the due professional judgement of its boards.
Due consideration will be given to the interests of the associated company in question, of OIAG and of the federal government, especially from the standpoint of servicing the debts of OIAG.

Privatisation procedure

§ 8 (4) The managing board of OIAG will submit a privatisation programme lasting several years for the companies to be privatised for approval by the supervisory board of OIAG. Based on this privatisation programme, privatisation concepts must be submitted and approved by the supervisory board each year as part of OIAG’s required reporting under § 81 of the Companies Law.
§ 8 (5) When it submits its annual report, the managing board of OIAG must report to the Annual General Meeting on the progress made in implementing its privatisation programme. The Federal Minister of Finance will in turn report to the federal government.

Holding management

§ 9 (1)
Within the framework of its holding management operations, OIAG is committed to maintaining and enhancing the value of its associated companies, keeping in mind the public interest in safeguarding Austria´s position as a business and research location as well as preserving and creating jobs.

§ 9 (2) Within the scope of its holding management activities, OIAG must maintain enough influence in its associated companies to enable it to have a say in determining resolutions submitted to annual general meetings and requiring a majority of at least 75 % under the Companies Law, either
a) on the basis of its holding an interest of 25 % plus one share of voting shares, or
b) on the basis of rights or contracts with third parties.

To this end, the largest amount of voting capital permitted by the statutes must be held so as to preclude maximum voting rights.

§ 9 (3) OIAG has the right to maintain its influence and, to the extent required to adhere to existing contracts, to participate in capital increases.

§ 9 (4) Purchasing shares in associated companies is permitted, providing this is necessary either to secure a minimum interest in accordance with § 9 (1) lit. a based on existing contracts, or in the context of restructuring or optimizing the company`s portfolio management. Purchasing shares in associated companies in which OIAG already has an interest of at least 25% plus one share prior to this purchase, is only permitted on a temporary basis.

§ 9 (5) OIAG also has the right to take any measures necessary to support its associated companies and their business operations. To this end, OIAG can give suitable partners an interest in the share capital of the associated company by selling shares or by means of a capital increase.