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Extension of the privatisation order of the Federal Government with regard to Austrian Airlines AG, and the authorisation of ÖIAG to take measures in support of the safeguarding of the location of Austrian Airlines AG

With the resolution of the Council of Ministers of 12 August 2008, Österreichische Industrieholding AG (ÖIAG) was authorised to privatise Austrian Airlines AG (AUA), while retaining an Austrian core shareholder structure of 25% + 1 share, and defined the following aims for the privatisation:

  • Retention of the Austrian brand;

  • Maintenance of the decision-making centre in Austria;

  • Maintenance of an appropriate route network for the location and consideration of the economic and employment location of Austria;

  • Best possible retention of secure jobs at Austrian Airlines and Vienna Airport;

  • Formation of a Committee to safeguard the interests of Austria as a location.

Furthermore, it was recorded in the Report to the Council of Ministers that a legitimate prospect exists of finding a strategic partner for AUA by the end of 2008 at the latest by means of the process described. If, contrary to expectations, a strategic partnership should not be possible, further measures will be required in 2009 to ensure a lasting “stand-alone” variant.

In fulfilment of this privatisation order, the privatisation process of ÖIAG was structured for AUA in such a way that ÖIAG began the rapid and immediate search for a partner. Interested parties were given the opportunity to submit an appropriate bid to this end. After the bids had been checked and evaluated, a shortlist was drawn up and submitted to the Committees of ÖIAG to enable a resolution to be reached. Following submission of the bids on 24 October 2008, the bids were assessed and the application prepared for the Supervisory Board on 27 October 2008. Signature of the purchase order was scheduled to take place following submission of the authorisation by the Supervisory Board.

It proved impossible to realise the negotiating result expected at the time of the structuring of the process by public auction for the time being, however, and the Board of Management and Supervisory Board of ÖIAG informed representatives of the Federal Government regarding the status of the privatisation process on 27 October 2008, requesting a formal extension of the privatisation order for further negotiations with the bidders.

Consequently, the order of the Federal Government to ÖIAG relating to authorisation of the privatisation of AUA should be extended until 31 December 2008.

Following conclusion of the negotiations, and in order to support the privatisation process in the interest of Austria, ÖIAG should institute measures in the amount of up to 500 million euros supporting safeguarding of the location of the company through the employment of appropriate methods of financing in addition to the use of liquid assets.


Privatisation mandate of the Austrian Federal Government in respect to Austrian Airlines AG 

In accordance with the decision passed during the cabinet meeting on August 12, 2008, at the Extraordinary General Meeting held on September 5, 2008, the Managing Board of Österreichische Industrieholding Aktiengesellschaft (ÖIAG) was allocated the following privatisation mandate:

ÖIAG is authorized to privatise Austrian Airlines AG, maintaining an Austrian core shareholder structure of 25% plus one share.

The objectives are:

  • that the “Austrian” brand name is retained,
  • that the decision-making headquarters are maintained in Austria,    
  • that a network of destinations is maintained which is appropriate for Austria, and which takes account of Austria as a business and employment location,  
  • the best possible maintenance of secure jobs at Austrian Airlines and at the airport in Vienna, as well as  
  • the formation of a committee to ensure that the needs of Austria as a business location are taken into consideration.  

Issued during the Extraordinary General Meeting of ÖIAG, held on September 5, 2008.


 

In accordance with § 7 (1) of the OIAG Act, privatisation mandates of the Austrian Federal Government are only valid for one legislative period

Definition of the privatisation mandate from the federal government regarding Österreichische Post AG

In accordance with the decision passed during the cabinet meeting on April 1, 2003, at the Extraordinary General Meeting held on May 9, 2003, the Managing Board of Österreichische Industrieholding Aktiengesellschaft was allocated the following privatisation mandate.

Privatisations should lead to the maximum possible increase in corporate values and revenues for the owner. In addition, the following Austrian interests are to be protected:

  • Creation and retention of safe employment in Austria.
  • Wherever possible, the decision-making bodies of the companies to be privatised should continue to be located in Austria through the creation of Austrian core shareholder structures by means of syndicates with industrial partners, banks, insurance companies, pension funds, retirement funds, funds, etc.
  • The retention and expansion of existing research and development capacity.
  • The taking into consideration of the Austrian capital market.

Among other elements, the privatisation mandate foresees a search for a strategic partner for Österreichische Post AG as an initial step towards privatisation subject to the precondition that in the interests of taxpayers and consumers, full coverage service quality be maintained and an improvement in the corporate structure be undertaken.

Supplementary to the privatisation mandate, OIAG is also authorised to complete an IPO involving up to 49% of Österreichische Post AG stock at the most opportune moment possible.

Allocated during the Extraordinary General Meeting of OIAG on January 30, 2006.


 


 
 

Concrete definition of the privatisation mandate awarded by the federal government to Österreichische Industrieholding AG (OIAG) on 1st April 2003 for the privatisation of VA Technologie AG

In accordance with the decision passed during the cabinet meeting on April 1, 2003, at the Extraordinary General Meeting held on May 9, 2003, the Managing Board of Österreichische Industrieholding Aktiengesellschaft was allocated the following privatisation mandate.

The privatisation project to be completed by OIAG in accordance with the mandate from the federal government should lead to the greatest possible increase in value for the company and should bring the greatest possible earnings for the owners. In addition, Austrian interests must be protected as follows:

  • the creation and maintenance of secure jobs in Austria,
  • maintenance of the decision-making headquarters of the company to be privatised in Austria if possible through the creation of Austrian core shareholder structures by means of syndicates with industrial partners, banks, insurance companies, pension funds, severance pay funds, investment funds, etc.,
  • maintenance and expansion of the existing research and development capacities,
  • taking the Austrian capital market into account,


The existing privatisation mandate remains in effect and will be implemented for VA Tech as follows:

OIAG will be authorised to take the necessary legal and financial measures to ensure continued stability for the company, its employees and its business location.

OIAG is explicitly authorised to take part in capital increases in order to achieve the objectives of the government’s mandate.


The objective is

    1. that the company maintains an Austrian core shareholder structure,
    2. that the unity of the company is maintained,
    3. that the research and development capacities are maintained and expanded,
    4. and that the decision-making headquarters are maintained in Austria.



Issued during the extraordinary general meeting of OIAG on 17th September 2004.


 


Concrete definition of the privatisation mandate awarded by the federal government to Österreichische Industrieholding AG (OIAG) on 1st April 2003 for the privatisation of voestalpine AG

In accordance with the decision passed during the cabinet meeting on April 1, 2003, at the Extraordinary General Meeting held on May 9, 2003, the Managing Board of Österreichische Industrieholding Aktiengesellschaft was allocated the following privatisation mandate.

The privatisation project to be completed by OIAG in accordance with the mandate from the federal government should lead to the greatest possible increase in value for the company and should bring the greatest possible earnings for the owners. In addition, Austrian interests must be protected as follows:

  • the creation and maintenance of secure jobs in Austria,
  • maintenance of the decision-making headquarters of the company to be privatised in Austria if possible through the creation of Austrian core shareholder structures by means of syndicates with industrial partners, banks, insurance companies, pension funds, severance pay funds, investment funds, etc.,
  • maintenance and expansion of the existing research and development capacities,
  • taking the Austrian capital market into account,


The privatisation mandate also stipulates that the 100% privatisation of voestalpine AG should be strived for.

In the more concrete definition of the privatisation mandate, OIAG has now been commissioned to examine two privatisation options for voestalpine AG, namely through the stock market and through the acquisition of company stock by financial investors.

The objective is

    1. that the company maintains an Austrian core shareholder structure,
    2. that the unity of the company is maintained,
    3. that the research and development capacities are maintained and expanded,
    4. and that the decision-making headquarters are maintained in Austria.


Issued during the extraordinary general meeting of OIAG on 7th April 2003.

 

Privatisation mandate allocated by the Austrian federal government in accordance with §7 (1) OIAG Act 2000 (22nd legislative period)

In accordance with a cabinet resolution from April 1, 2003, the Managing Board of Österreichische Industrieholding Aktiengesellschaft was allocated the following privatisation mandate:

Privatisations should lead to the maximum possible increase in corporate values and revenues for the owner. In addition, the following Austrian interests are to be protected:

  • Creation and retention of safe employment in Austria
  • Wherever possible, the decision-making bodies of the companies to be privatised should continue to be located in Austria through the creation of Austrian core shareholder structures by means of syndicates with industrial partners, banks, insurance companies, pension funds, retirement funds, funds, etc.
  • The retention and expansion of existing research and development capacity
  • The taking into consideration of the Austrian capital market

Complete privatisation is envisaged for the following companies and interests:

  • BÖHLER-UDDEHOLM AG
  • VA Technologie AG
  • voestalpine AG
  • OIAG-Bergbauholding AG

Privatisation of up to 100% is planned for the Telekom Austria AG. A strategic partner is being sought for Österreichische Post AG as an initial step towards privatisation subject to the precondition that in the interests of taxpayers and consumers, full coverage service quality be maintained and an improvement in the corporate structure being undertaken.

Following the sale of 100% of Österreichische Postbus AG stock to ÖBB (Austrian Federal Railways), the completion of the fair trading examination process and the fulfilment of any anti-trust stipulations, a large part of Österreichische Postbus AG is to be sold to private investors.

The preparation of concrete privatisation concepts by OIAG for the individual investments takes place in close co-operation with the Federal Minister of Finance.

Allocated during the Extraordinary General Meeting of OIAG on May 9, 2003

Privatisation mandate allocated by the Austrian federal government in accordance with §7 (1) OIAG Act 2000 (21st legislative period)

On 28 February the Austrian Federal Government authorized the Minister of Finance to issue the privatisation mandate to OIAG at the annual general meeting on 17 May 2000. In accordance with the mandate, OIAG is required to transfer 100% of the following companies or interests in companies to completely new shareholders, strategic partners or the general public:

• Österreichische Staatsdruckerei GmbH
• Dorotheum GmbH
• Print Media Austria AG
• Flughafen Wien AG
• Österreichische Postsparkasse AG
• Telekom Austria AG
• Austria Tabak AG

In carrying out this privatisation mandate in the interests of the Austrian people, OIAG must obtain the maximum revenue possible, taking into consideration the companies' and Austria's interests. A second phase will involve examining the possibility of further privatisation. OIAG has already privatised the following companies or parts of companies in compliance with the privatisation mandate of the Federal Government

• Österreichische Staatsdruckerei GmbH
• Dorotheum GmbH
• Flughafen Wien AG (17.4%)
• Österreichische Postsparkasse AG
• Austria Tabak AG

and 22.4% of Telekom Austria via an initial public offering.