Exchange and cancellation of effectively issued share certificates
Call to present share certificates (ISIN AT0000911805, bearer shares)
The shares of Flughafen Wien Aktiengesellschaft are subject to the provisions of § 10 of the Austrian Stock Corporation Act as amended to reflect changes in Austrian company law (Gesellschaftsrechts-Änderungsgesetz 2011, GesRÄG). This law requires all bearer shares to be securitised in one or more collective certificates and also requires the deposit of the collective instrument(s) with a security deposit bank as defined in § 1 para 3 of the Austrian Depository Act (Oesterreichische Kontrollbank Aktiengesellschaft) or with a similar foreign institution. In conjunction with the admission of its shares to trading on the Vienna Stock Exchange in 1992, Flughafen Wien Aktiengesellschaft issued 920,000 shares of common stock as effective share certificates, i.e. shares that are securitised in individual certificates. In accordance with § 10 para 2 of the Austrian Stock Corporation Act as amended by the GesRÄG 2011, Flughafen Wien Aktiengesellschaft is obliged to replace all bearer share certificates still in circulation (effective share certificates) with a collective instrument and, if necessary, to declare as void any bearer share certificates that have not been presented (effective certificates) pursuant to § 67 Austrian Stock Corporation Act in connection with § 262 para 29 of the Austrian Stock Corporation Act.
The required authorization of the provincial court in Korneuburg was issued on 10 April 2012.
We therefore kindly request all shareholders of the company who hold bearer common shares of Flughafen Wien Aktiengesellschaft in effective share certificates to present these certificates beginning on Friday, 20 July 2012, to UniCredit Bank Austria AG 1010 Vienna, Schottengasse 6-8, as the submission office, or to their depository financial institution during regular business hours.
This call involves 8,349 bearer shares that are securitised through effective share certificates as follows:
- 1,349 shares that are securitised through 1,349 share certificates, each of which represents one share with a nominal value of ATS 100.-- per share
- 7,000 shares that are securitised through 70 share certificates, each of which represents 100 shares with a nominal value of ATS 100,-- per share.
Shareholders whose shares are held in a collective securities depository by a financial institution are not required to take any actions.
Shareholders whose shares are held in an individual securities account with a financial institution are asked to instruct this financial institution to present the deposited share certificates for exchange.
In exchange for the presented effective share certificates, each shareholder will receive co-ownership in the collective deposit of the companys shares that is stored with Oesterreichische Kontrollbank Aktiengesellschaft. This co-ownership will be equivalent to the shareholders previous holding in the share capital of the company.
Each shareholder will receive an appropriate depository voucher for the common shares ISIN AT0000911805 he/she previously held. This voucher will be credited to a collective securities depository designated by the shareholder. All claims to individual securitisation are excluded by § 10 Austrian Stock Corporation Act as amended by the GesRÄG 2011.
We would also like to inform the holders of effective share certificates that ‑ in order to ensure correct tax treatment in accordance with §§ 27ff. of the Austrian Income Tax Act of 1988 ‑ it is necessary to provide the depository office with proof of any purchases made before 1 January 2011 by presenting the historical delivery vouchers with the corresponding share numbers. Flughafen Wien Aktiengesellschaft will not accept any responsibility for correct tax treatment by the depository office.
As of 31 October 2012 only those shares designated as ISIN AT0000911805 that are securitised in collective certificates will be listed and traded as common shares on the Vienna Stock Exchange.
Any effective bearer share certificates in Flughafen Wien Aktiengesellschaft that are not presented by 30 October 2012 (including this day) at the latest will be declared invalid in accordance with § 67 Austrian Stock Corporation Act in connection with § 262 para 29 of the Austrian Stock Corporation Act. Reference is again hereby made to the authorisation of the provincial court of Korneuburg dated 10 April 2012.
For your reference please find the respective announcements as published in the Wiener Zeitung (in German):