Disclosure and Reporting Regulation 2018 (VMV 2018)

All English translation of the authentic German text is unofficial and serves merely information purposes. The official wording in German can be found in the Austrian Federal Law Gazette (Bundesgesetzblatt; BGBl.). All translations have been prepared with great care, but linguistic compromises had to be made. The reader should also bear in mind that some provisions of these laws will remain unclear without certain background knowledge of the Austrian legal and political system. Please note that these laws may be amended in the future and check occasionally for updates. Regulation of the Financial Market Authority (FMA) on the public disclosure of regulated information and submission in relation to reporting pursuant to Art. 17 of Regulation (EU) No. 596/2014 on market abuse (Disclosure and Reporting Regulation 2018 – VMV 2018) Disclosure and Reporting Regulation 2018 – VMV 2018 Federal Law Gazette II No. 205/2017 On the basis of

1. Article 82 para. 7 of the Stock Exchange Act of 1989 (BörseG 1989; Börsegesetz 1989)
   published in Federal Law Gazette I no 55/1989, last amended by Federal Act in Federal Law Gazette I no. 107/2017, and
2. Article 119 paras. 6 and 7 of the Stock Exchange Act 2018 (BörseG 2018; Börsegesetz
   2018), published in Federal Law Gazette I No. 107/2017, the following shall be determined by means of a Regulation:

Disclosure and Reporting Regulation 2018 – VMV 2018 . 2 / 3 CONTENT OF THE EX ANTE NOTIFICATION TO THE FMA AND THE EXCHANGE OPERATING COMPANY
Article 1. The ex ante notification pursuant to Article 119 para. 6 BörseG 2018 must be made in
writing and must contain:

1. the wording of the public disclosure pursuant to Article 17 of Regulation (EU) No. 596/2014 on
   market abuse (Market Abuse Regulation) and repealing of Directive 2003/6/EC and Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, OJ L 173, 12.06.2014, p. 1, most recently corrected by the corrigendum published in OJ L 348, 21.12.2016, p. 83,
2. the exact timing of the planned public disclosure, and
3. the forename and surname as well as the telephone number of a contact person to be named
   by the issuer in the communication.
   PUBLIC DISCLOSURE OF REGULATED INFORMATION
   Article 2. (1) Regulated information pursuant to Article 118 para. 1 no. 9 BörseG 2018 are to be
   disclosed in such a manner pursuant to Article 123 para. 4 BörseG 2018 that enables the investing public’s largest possible public access to it. Furthermore, it is to be disclosed as simultaneously as possible in the home Member State or in the country named in Article 21 (3) of Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L 390, 31.12.2004, p. 38, most recently amended by Directive 2013/50/EU, OJ L 294, 06.11.2013, p. 13, and in other Member States. (2) Disclosure pursuant to para. 1 shall in any case also include publication by means of at least one of the following electronic information dissemination systems:
4. Thomson Reuters,
5. Bloomberg,
6. Dow Jones Newswire.
   (3) The electronic information dissemination systems listed in para. 2 have a general dissemination within the European Union in accordance with Article 119 para. 7 BörseG 2018. MINIMUM STANDARDS FOR DISCLOSURE
   Article 3. (1) The obligations stipulated in these articles only apply with regard to issuers, for whom
   Austria is their home Member State, and towards the exchange operating company only in the case that the issuer’s securities are authorised for trading on a regulated market operated by the exchange operating company. The disclosure of regulated information pursuant to Article 2 must take place in observance of the minimum standards set forth in paras. 2 to 6. (2) The regulated information must be submitted to the media in their entirety. In the case of annual financial reports pursuant to Article 124 BörseG 2018 and interim financial reports pursuant to

Disclosure and Reporting Regulation 2018 – VMV 2018 . 3 / 3
Article 125 BörseG 2018 this requirement shall however be considered to have been met, if the
announcement in relation to the regulated information has been submitted to the media, and it refers to the website, from which the relevant documents are available for download. This is required to take place in addition to the submission to the Oesterreichische Kontrollbank (OeKB), the Austrian Financial Market Authority (FMA) and the exchange operating company. (3) The regulated information is to be submitted to the media in such a manner that:

1. guarantees the integrity of the communication,
2. minimises the risk of garbled information and unauthorised access, and
3. provides certainty regarding the source of the regulated information.
   Security of receipt shall be ensured by remedying as soon as possible any failure or disruption in the communication of regulated information. (4) The party subject to disclosure obligations is not responsible for system errors or defects in the media to which the regulated information was sent. (5) When submitting regulated information to the media it must be guaranteed that
4. a keyword that is recognisable as a subject line that summarised the material content of the
   disclosure,
5. the name of the party subject to disclosure obligations,
6. the aim of disseminating of information as regulated information with the European Union,
   and
7. the time and date of submission of the information
   are recognisable.
   (6) If requested to do so, the party subject to disclosure obligations must be in a position to provide the FMA with the following information about the disclosure of the regulated information:
8. the name of the person, who has submitted the information to the media,
9. details for proving the validity of safeguards,
10. the time and date of submission of the information to the media,
11. the media, to which the information was submitted to by the party subject to disclosure
    obligations, and
12. where applicable all data in relation to a delay in disclosure.
    ENTRY INTO FORCE, REPEAL, AND TRANSITIONAL PROVISIONS
    Article 4. (1) This Regulation shall enter into force on 3 January 2018.
    (2) Articles 1 to 5 and 7 to 10 of the Public Disclosure and Reporting Regulation (VMV), published in Federal Law Gazette II No. 109/2005, in the version of the Regulation amended in Federal Law Gazette II No. 113/2008, shall be repealed upon expiry of the day on which this Regulation is announced. Other provisions of the VMV shall be repealed at the end of 2 January 2018. (3) Until it is repealed following the expiry of 2 January 2018 it shall apply that Article 6 no. 1 VMV shall apply with reference to Article 17 of Regulation (EU) No. 596/2014 on market abuse (Market Abuse Regulation) instead of a reference to Articles 1, 2 and 4 VMV.