Statutes of Schmittenhöhebahn AG
(changes in Article 4 in accordance with resolution of Shareholders’ Meeting of 16 May 2012)
A. General regulations
(1) The publicly noted enterprise operates the “Schmittenhöhebahn AG” company.
(2) The company has its headquarters in Zell am See.
(3) The company is unlimited in its time duration.
The purpose of the company is:
(1) construction and operation of cablecars and drag lifts of all types, as well as other forms and facilities suitable for mountain ascent and descent, together with the running operations of ski areas.
(2) operation of service companies of all types, in particular the operation of dining and overnight facilities, as well as operation of boat companies including their adjacent secondary operations.
(3) acquisition and sale of property lots, buildings and other facilities and their maintenance or renovation.
(4) investments in other companies with similar corporate purposes, both in this country and abroad, as well as acquisition, construction and operation of such companies and acquisition and/or investment in such companies.
(5) The company is entitled to perform all business and enact all measures which are necessary and/or useful to the company, particularly in those areas of activity which are similar or related, including the joining or forming of interest-related groups.
(6) The company is entitled to build branches and subsidiaries in this country and abroad.
Notifications and news releases are placed by the company in the “Wiener Zeitung” when they are viewed to be necessary, as well as in the website of the company: (www.schmitten.at).
B. Joint stock capital and shares
(1) The joint stock capital of the company amounts to EUR 5,047,620 (in words: five million forty-seven thousand six hundred twenty and zero cents). It is allotted into 504,762 (in words: five hundred forty thousand seven hundred sixty-two) nominal shares registered to names.
(2) Form and substance of share certificates as well as profit shares and renewal certificates are determined by the managing board with approval of the supervisory board.
(3) Only those shareholders are recognized who are registered in the shareholders book
(4) There is no claim to individual briefing which is recognized.
C. Managing Board
(1) The managing board comprises one, two or three persons.
(2) The appointment of managing board member(s) and their dismissal is effected by the supervisory board. The supervisory board is also responsible for the final accounting statement, the changes and cancellation of contracts with the managing board and the decision regarding remuneration and similar matters.
(1) The company can, if the managing board consists of one sole person, be represented by that person; if the board consists of more persons, it shall be represented by two managing board members, together with a signature-entitled representative. In the context of legal authorisation of company representation, two signature-entitled representatives can also represent the company.
(2) The supervisory board can decide that one sole member of the managing board is entitled to represent the company.
The managing board runs the company in accordance with the laws and statutes, together with the business rules of order as determined and approved by the supervisory board.
D. Supervisory Board
(1) The supervisory board comprises at least three, at most eight members elected at the Shareholders’ Meeting in accordance with Art. 110, sec. 1 of the ArbVG laws.
(2) If not otherwise regulated at the Shareholders’ Meeting, the election of supervisory board members is effected for the longest permissible period, in accordance with Art. 87, sec. 2 of the AktG laws.
(3) Appointment of a member of the supervisory board can be revoked before the period of office comes to an end through simple majority vote at the Shareholders’ Meeting.
(4) If a member is dismissed before the completion of the period of office, no substitute election is necessary. Substitute election is essential without delay if the number of elected members of the supervisory board is less than three.
(5) If a substitute election takes place, the period of office of the substitute member of the supervisory board will run until the end of the replaced member, unless otherwise determined by the Shareholders’ Meeting.
(6) The re-election of members of the supervisory board is permissible.
Each member of the supervisory board can resign from his/her function through written communication to the company allowing a three-month period of grace.
(1) The supervisory board elects from among its members for the period of their function one managing board member and one substitute. If one of these resign from office, the supervisory board must newly elect persons to fill these positions without delay until the next Shareholders’ Meeting.
(2) If no one gets a majority in the voting, a run-off vote takes place between those who have received the most votes.
(3) Re-election is permissible.
(1) Convening a meeting is effected by the chairman of the supervisory board, or by his substitute in case he is unable to do so, in writing, via e-mail or by telefax or through assignment by the managing board.
(2) The supervisory board is considered to have a quorum if at least three members, including the chairman or his/her representative, are present. If the voting ties, the vote of the chairman decides the issue; in case the chairman is not present, the vote of his/her representative does so. Either the chairman or his representative runs the meeting. The manner of voting is to be determined by the person running the meeting. Resolutions are approved through simple majority.
(3) A member of the supervisory board can transfer to another member of the supervisory board representational functions in writing; the member who is being represented at a meeting is not to be counted in determining a quorum (see section 2). The right to run the meeting cannot be transferred to another person.
(4) A written protocol is to be made of the dealings and resolutions of the supervisory board, a printed version completed and signed by the chairman of the supervisory board or his/her representative.
(5) Resolutions not made at meetings can also be made in writing via e-mail or fax if the chairman (or in case of inability to attend, the representative) if ordered by the chairman or his representative and if no member of the supervisory board objects. For written approval, voting must be effected in accordance with the regulations in section 2. Representation as delineated in section 3 is not permissible for written voting.
The supervisory board is to approve those matters of business which are relevant, in addition to the legally mandatory issues to be dealt with. Insofar as legally permissible, the supervisory board is also to decide upon financial limits.
(1) The supervisory board is entitled to form committees from among its members and to determine its purposes and authorisations, including through business regulations. The committees of the supervisory board can also be assigned assignments by the supervisory board.
(2) For the committees, the regulations applicable to the supervisory board also apply, or in their closest meaning. If a committee consists of only two members, the committee has a quorum only if both members are present.
(1) Statements of intent by the supervisory board or its committees are submitted, i.e. released, in its name or in the name of the representative.
(2) Declarations to the supervisory board are to be delivered to the chairman or, in case of his being prevented to attend, his representative.
The Shareholders’ Meeting which is assigned to vote on a resolution regarding the distribution of profits of the current business year also determines remuneration for members of the supervisory board. Special expenditures for remuneration to members of the supervisory board are to be borne by the company.
E. Shareholders’ Meeting
(1) The Shareholders’ Meeting of the company is to take place at company headquarters.
(2) The Shareholders’ Meeting is convened by the managing board or by the supervisory board. Convening takes place through public notice in keeping with legally mandatory deadlines and regulations of form.
(3) In convening the Shareholders’ Meeting, the company, the time, the venue and the agenda must be determined and published.
Only shareholders who are registered in the shareholders book of the company are entitled to participate in the Shareholders’ Meeting.
(1) Each share is allotted one vote.
(2) The exercise of voting rights by a rightful and authorised representative is only possible through a written power-of-attorney which remains in the possession of the company.
(1) The chairing of the Shareholders’ Meeting is effected by the chairman of the supervisory board or his/her representative. If the chairman or his representative is not present, the notary must conduct an election to appoint someone from the supervisory board to fill that function.
(2) The sequence of items to be dealt with is decided from the written agenda of the meeting. The chairman can deviate from this agenda both in issues to be dealt with and voting issues.
(3) The chairman conducts the discussions, determines the form of voting and announces the results of the voting. He/she has the right to determine the form of voting anew for each and every point on the agenda.
(1) The resolutions of the Shareholders’ Meeting require simply majority of valid votes, insofar as the law does not prescribe a larger majority. If the law, in addition, stipulates a major part of the joint share capital in order to attain a majority vote, a simple majority of the joint stock capital which is present is sufficient, laws permitting.
(2) If voting by the Shareholders’ Meeting does not attain a simple majority in the first round of voting, a further round of voting takes place among those persons who have received the two largest blocks of votes. In case of a tie, the chairman decides the issue.
(3) The supervisory board is ongoingly entitled to decide upon changes and additions to the statutes which relate only to the written form.
F. Annual statement of accounts and Distribution of profits
(1) The corporate year begins on 1 December and ends on 30 November of the following year.
(2) The managing board is required to present the annual statement of accounts within the first five months of the completed corporate year, together with the annual report of the management and, following examination for the auditors, include a proposal for profit distribution.
(3) The Shareholders’ Meeting in a resolution each year during the first eight months of the corporate year votes on the approval of actions of the managing board and the supervisory board, on the distribution of profits of the completed corporate year, of the election of auditor and when legally foreseen, of the annual statement of accounts (at an orderly Shareholders’ Meeting).
(1) The accumulated profits of the company are to be utilised as follows:
1.1 to complete, i.e. replenish legally mandatory reserves, acc. to Art. 130, sec. 3 of AktG laws
1.2 for distribution as a dividend
(2) The entirety of the remainder is then to be carried forward to the new accounts, unless otherwise decided upon by the Shareholders’ Meeting.
(3) The Shareholders’ Meeting can exclude accumulated profits or parts thereof from the distribution of profits.
(4) The profit shares of the shareholders which are not withdrawn either in whole or in part within three years after due date go back into the hands of the company and are accounted to reserves.
Zell am See, 24 May 2013