Compliance Policies

Based on Sections 82 (5a) and 48d (11) Austrian Stock Exchange Act 1989 ("BörseG"), the Financial Market Authority has issued a regulation on the guidelines for communicating imformation within a company and regulating the organisational measures to prevent the abuse of inside information (Regulation on Compliance for Issuers).

This Regulation is supposed to strengthen the reputation of the Austrian capital market and the investors' confidence. To this end, it lays down minimum standards to ensure information symmetry and fairness towards investors, principles the companies listed on the Vienna Stock Exchange have to adhere to.

The Regulation supplements and specifies the statutory obligations companies listed on the Vienna Stock Exchange have to observe to prevent the dealing with inside information, namely

(i) to notify their employees and other persons working for them about the prohibition against the abuse of inside information,
(ii) to issue internal policies for the internal dissemination of information and to monitor compliance with these policies, and
(iii) to adopt appropriate organizational measures to prevent abusive use or dissemination of inside information.

By virtue of the Regulation, companies listed on the Vienna Stock Exchange are now obliged to issue Compliance Policies that

(i) govern the principles for the dissemination of information within the issuer's business, and
(ii) contain appropriate organizational measures to prevent abusive use or dissemination of inside information.

BUAG also admits its responsibility to prevent the abuse of inside information by adopting the relevant regulations and organizational measures. As a result, previous rules will continue to apply within the group even without any statutory obligation. The new rules will prevail over existing rules only within the scope of these Compliance Policies, although these existing rules will continue to apply on a subsidiary basis.

Now therefore, in consideration of the above, BUAG adopts the following Compliance Policies:

 A person from an area of confidentiality is any employee of BUAG who is organizationally or functionally allocated to an area of confidentiality for his employment as well as members of the management board and of the supervisory board. A person from an area of confidentiality is further any person who elsewise carries out activities for BUAG and has access to inside information regularly or for a special cause. Such person may either be a natural person, a legal entity, a partnership (Personenhandelsgesellschaften), a registered commercial company (Eingetragene Erwerbsgesellschaft) or a European commercial association of interested parties (Europäische Wirtschaftliche Interessenvereinigung).

Any person from an area of confidentiality confirms that he or she has acknowledged and will observe these Policies by submitting a signed statement (Exhibit A) to the Compliance Officer.

 BUAG as a whole has been defined as a single area of confidentiality (Clause III.).

(1) Any insider, who uses inside information with the intent to obtain an economic advantage for himself or a third party by
1. purchasing or selling thereby affected financial instruments or by offering or recommending such financial instruments to a third party for purchase or sale or
2. making such information available to a third party without being obliged to do so,
shall be punished by the court with up to three years in prison, however in case the economic advantage acquired through the action exceeds EUR 50.000 with six months up to five years in prison.
(2) Any person, who is not an insider and who uses inside information that was disclosed to him or that he otherwise gained knowledge of with the intent to obtain an economic advantage for himself or a third party in a way described in paragraph 1 shall be punished by the court with up to one year in prison or a fine of up to 360 daily rates, however in case the economic advantage acquired through the action exceeds EUR 50.000 with up to 3 years in prison.
(3) Any insider or any person who is not an insider and who uses information, of which he knows or grossly negligently does not know that it is inside information, in a way described in paragraph 1 but without the intent to obtain an economic advantage for himself or a third party shall be punished by the court with up to six months in prison or a fine of up to 360 daily rates.
(4) Insider shall mean a person who by virtue of his membership of the administrative, management or supervisory bodies of the issuer or otherwise due to his profession, occupation, his responsibilities or his interest in the capital of the issuer, has access to inside information. Insider shall further mean a person who has obtained the information through criminal activities. In case the person is a legal entity any natural person who takes part in the decision to execute the transaction on the account of the legal entity is an insider.

2.2. Inside Information:

Inside information shall mean information of a precise nature which has not been made public, relating, directly or indirectly, to BUAG or to one or more financial instruments of BUAG and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments because a reasonable investor would likely use it as part of the basis of his investment decision.

Potential inside information are especially

a) corporate measures relating to BUAG or its subsidiaries or affiliates
- any merger with other companies
- any acquisition of other companies
- the amount of the proposed dividend
- any offer to exchange shares against other securities (e.g. preferred shares against participation certificates)
- any takeover bid or settlement offer
- any public bid to sell quoted shares
- any measures affecting the Company's capital (e.g. capital increase, capital decrease, adjustment of capital)
- any dissolution, bankruptcy, composition, pre-bankruptcy proceedings

b) Activities of BUAG or its subsidiaries and affiliates
- awarding and/or granting licenses, patents, prospecting rights
- developing new manufacturing methods, new products and new services
- judicial and arbitral proceedings, except in the ordinary course of business
- any interruption of operations
- any extraordinary capital expenditure
- any extraordinary increase/cut in personnel
- any extraordinary change in the order book

c) Assets, financial condition and results of operations of BUAG or its subsidiaries and affiliates
- important financial information (in particular profit, turnover, cashflow)
- the entering into extraordinary commitments
- any serious change in costs and prices

2.2.1. Information of a precise nature:

 Information shall be deemed to be of a precise nature if it indicates a set of circumstances or events which have occurred or may reasonably be expected to occur and if such information is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or events on the prices of financial instruments or related derivative financial instruments.

2.2.2. Financial instruments:

 Financial instruments are shares or comparable securities which have been issued by BUAG and which are listed on the Austrian regulated markets "Official Market" or "Semi-official Market" respectively, as well as related derivative financial instruments (e.g. options, futures) (Section 48a (1) 3 Stock Exchange Act).

2.2.3. Influencing Prices:

An information of a precise nature which has not been made public will influence prices if such information, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments because a reasonable investor would likely use it as part of the basis of his investment decision.

It is often difficult to decide in advance whether an information of a precise nature which has not been made public will be able to influence prices. In case of doubt, information of a precise nature which has not been made public should be assumed to be able to influence prices.

2.3. Primary Insider, Secondary Insider:

2.3.1. A primary insider is a person who has access to inside information by virtue of his membership of the administrative, management or supervisory bodies of BUAG or otherwise due to his profession, occupation, his responsibilities or his interest in the capital of BUAG. Primary insiders are not only (permanent) employees of BUAG, but also external persons who have access to inside information by virtue of their profession (e.g. public relations agencies, auditors, attorneys).

 Further a primary insider is a person who has obtained the information through criminal activities.

 In case such a person is a legal entity then those natural persons are deemed insiders who take part in the decision to do the transaction on the account of the legal entity.

2.3.2. A secondary insider is a person who – without being a primary insider - uses inside information that was disclosed to him or that he otherwise gained knowledge of with the intent to obtain an economic advantage for himself or a third party by

1. purchasing or selling thereby affected financial instruments or by offering or recommending such financial instruments to a third party for purchase or sale or
2. making such information available to a third party without being obliged to do so.

Further a secondary insider is a person who – without being a primary insider - uses information, of which he knows or grossly negligently does not know that it is inside information, in a way described in the paragraph above but without the intent to obtain an economic advantage for himself or a third party.

2.4. Abuse of Inside Information and Punishment:

Abusing inside information means using information of a precise nature which has not been made public and which is able to influence prices that a person knows, that was disclosed to him or that he otherwise gained knowledge of with the intent to obtain an economic advantage for oneself or a third party by

1. purchasing or selling thereby affected financial instruments (e.g. BUAG shares) or by offering or recommending such financial instruments to a third party for purchase or sale or
2. making such information available to a third party without being obliged to do so.

 To commit this offence the insider must seriously believe to realize the abuse of inside information or has to tolerate the abuse of inside information.

 In case a primary insider commits this offence he shall be punished by the court with up to three years in prison, however in case the economic advantage obtained through the action exceeds EUR 50.000 with six months up to five years in prison.

 In case a secondary insider commits this offence he shall be punished by the court with up to one year in prison or a fine of up to 360 daily rates, however in case the economic advantage obtained through the action exceeds EUR 50.000 with up to 3 years in prison.

 Abusing inside information further means using information, of which one knows or grossly negligently does not know that it is inside information, in a way described above but without the intent to obtain an economic advantage for oneself or a third party.

In case a primary or secondary insider commits this offence he shall be punished by the court with up to six months in prison or a fine of up to 360 daily rates.

3.2. If general experience suggests that certain projects will typically produce inside information, the relevant BUAG employee(s) shall define temporary (project-related) areas of confidentiality (e.g. preparation of annual report, acquisition of a company).

 Commencement, end, names and activities of these temporary areas of confidentiality must be recorded in writing and notified to the Compliance Officer.

3.3. These Policies are supposed to make all persons in the area of confidentiality, thus all BUAG employees, aware that they are working in an area where inside information typically arises.

4.2. Any inside information initially identified within BUAG and recognized as inside information must be reported to the Compliance Officer immediately. Instructions issued by the Compliance Officer must be followed.

4.3. Documents and external data carriers (e.g. floppy disks and CD ROMs) that contain inside information must be stored to prevent access by persons who are not professionally involved with processing this inside information, these documents or external data carriers. As a result, these documents and external data carries must be locked at all times. Offices of those persons who have access to inside information must also be locked when these persons leave the office.

4.4. Data saved electronically, including electronic mail, that contain inside information, shall be secured against access by persons who are not professionally involved with processing this inside information or data.

Storage media should be equipped with copy protection devices, if technically feasible. Computer programs and computer files used to process and save inside information must be password-protected and require the user to identify himself.

Employees working with inside information on computer systems should switch off the system when they leave their work place (i.e. the room in which they work) to make access to both program and data impossible.

4.5. Documents containing inside information should bear a non-removable note "V/I" or "C/I", for "Vertraulich/Insider" or "Confidential/Insider".

Code names should be assigned to sensitive projects.

4.6. The reproduction of documents containing inside information should be noted on the original, stating date and name of the recipient as well as the name of the person having made the copy.

The same is true for data storage media (e.g. floppy disks, tapes, disks) that contain inside information.

4.7. When inside information is sent by fax, the sender has to call the recipient personally before sending the fax, giving advance notice of the fax that is to be sent immediately afterwards. The recipient should then call the sender and confirm receipt of the fax.

4.8. If temporary (project-related) areas of confidentiality are defined, the provisions referred to in Clause IV. apply also towards BUAG and must be adhered to.

Inside information may be disseminated within an area of confidentiality only subject to Clause 4.1, i.e. only to persons who process this information by virtue of their profession.
 
5.2. Dissemination of Inside Information to BUAG Group Companies:

Inside information must be kept strictly confidential also in internal business relations with other BUAG affiliates and may leave the area of confidentiality only on the following conditions:

(i) Inside information may be disseminated from an area of confidentiality to other business divisions only if this is necessary for business purposes. Information may be disseminated only if this is absolutely necessary and takes place in compliance with the regulations referred to in Clause IV. in connection with the dealing with inside information.

(ii) Since inside information must be kept confidential until made public even after if it has left the area of confidentiality, addressees of inside information must be advised that they will receive inside information. As a result, inside information may be disseminated to employees of BAUG affiliates only if they have signed a written statement (Exhibit A) by which the recipient undertakes to adhere to these Policies.

(iii) The Compliance Officer must be informed immediately if inside information was disseminated from an area of confidentiality to another business division (except in case of Clause 5.4). The Compliance Officer is to record the contents of the information, the name of the informant, the date on which the report is received and the information is disseminated, as well as the names of those persons who are already aware of or should be made aware of inside information.
 
Thus, inside information may be disseminated from BUAG or a temporary (project-related) area of confidentiality to BUAG affiliates only

(i) if the company's purposes explicitly so require and if such dissemination is confined to the absolutely necessary extent,
(ii) after receipt of the signed statement set forth in Exhibit A, and
(iii) if the Compliance Officer is immediately notified afterwards.
 
5.3. Dissemination of Inside Information to External Persons:

Inside information may be disseminated to external persons only subject to Clause 5.2, and a Letter of Confidentiality (Exhibit B) must be signed by the addressee instead of the statement referred to in Clause 5.2 (ii).

No letter of confidentiality is necessary if the addressee of inside information is under a secrecy obligation by law or a professional code of ethics (e.g. attorneys, auditors).
 
Thus, inside information may be disseminated from BUAG or a temporary (project-related) area of confidentiality to persons who are not employees of the BUAG Group only

(i) if the company's purposes explicitly so require and if such dissemination is confined to the absolutely necessary extent (Clause 5.2.(i)),
(ii) after receipt of the signed Letter of Confidentiality set forth in Exhibit B, and
(iii) if the Compliance Officer is immediately notified afterwards (Clause 5.2. (iii)).
 
 5.4. The Compliance Officer need not be notified in accordance with Clause 5.2 if inside information is disseminated within the scope of institutionalized and predefined information processes. These institutionalized and predefined information processes must be notified to and documented by the Compliance Officer.
 
 The Compliance Officer is deemed to have been notified of the following institutionalized and predefined information processes of BUAG:
 
 (i) meetings of the BUAG managing board
 (ii) meetings of the BUAG supervisory board (including supervisory board committees)
 (iii) meetings of the International Advisory Council of Employees (Internationaler Arbeitnehmer Beirat - IANB)
 
 Any other institutionalized information processes qualify for this purpose only if they are separately notified to the Compliance Officer.
 
 5.5. Employees may not be informed in advance (e.g. works assembly) about inside information likely to influence prices. However, once inside information has been published via the ad-hoc publicity service, information may be disseminated to employees even before it is made public in print media or on the radio (which may be delayed for technical reasons).

  The List of Insiders shall be kept for a period of at least five years after preparation or the last up-date respectively.