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INDEX

INDEX. History Structure of OIAG Organisation of OIAG Privatization. Supervisory Board of ÖIAG:. 10 Shareholder 5 Employee 4 Experts for privatisation representatives representatives Appointed by:

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INDEX

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  1. INDEX • History • Structure of OIAG • Organisation of OIAG • Privatization

  2. Supervisory Board of ÖIAG: • 10 Shareholder 5 Employee 4 Experts for privatisation • representativesrepresentatives • Appointed by: • Ministry of Finance Federal chamber 2 by Federal chamber of labor (Bundes- of labor • arbeiterkammer) 2 by Federal chamber of commerce • 1 direct representative of • the Ministry of economy affairs • 1 direct representative of • the Ministry of Finance • Supervisory board members with voting right Advisor; no voting right

  3. The Austrian joint stock corporation (Aktiengesellschaft): • Supervisory board Minimum 3 members Appoints, removes and • (Aufsichtsrat) (Chairman, Vice chairman) supervises the Management • board, but is normally not • entitled to give directions • Management board 1 or several members Responsible for day-to- • (Vorstand) day management and • corporate policy • Shareholders general elects Supervisory board • meeting members • (Hauptversammlung) • At ÖIAG the general shareholders meeting consists of the Republic of Austria • represented by the Ministry of Finance.

  4. Shareholders general meeting: • adopts Memorandum and Articles • elects and removes Supervisory board members (except for employee • representatives) • decides increase or reduction of capital and eventual disapplication of • shareholders pre-emption rights in the issue of new shares • discharges Supervisory board • appoints auditors • decides profit distribution • decides dissolution of the company, merger into another corporation and • fundamental change of business

  5. Supervisory Board: • size according to capital of the corporation • supervises the Management board • has the right to request reports by the Management board and to inspect the • accounts and assets of the corporation • appoints and removes the Management board • diligent discharge of responsibilities towards shareholders • 1/3 of the members employee representatives

  6. Supervisory Board: • Management board has to seek the Supervisory board´s consent for major • transactions, such as • - acquisitions and sale of companies or interests therein, acquisition and • sale or closure of companies or plants; • - acquisition, sale and mortgaging of real estate; • - establishment and closure of subsidiaries; • - investments above certain limits; • - taking or granting of loans above a certain amount to be specified • by the Articles of Association; • - opening or closure of business or production units; • - setting of general principles of business policy; • - setting of principles for profit or turn-over related renumeration and pension • grants to leading employees; • - grant of a power of procuration • Additionally, the Articles may provide that the Supervisory board´s consent is also • necessary for other matters.

  7. DECISION FLOW Reports Parliament Appoints the Supervisory Board Minister Stock company ÖIAG Stock company Presides inSupervisoryBoard OMV, VA Stahl etc Limited liability comp. Company(Subsidiary)

  8. Organisation and administration for the nationalized industry • OrganisationPolitical responsibility • 1946-59 Ministry for transport and public economy • 1959-66 Chancellery • 1966-67 Ministry for transport and public economy • 1967-70 Limited comp. "Österr. Ministry for transport • Industrieverwaltungs and public economy GmbH (ÖIG)" as trustee for the Republic of Austria

  9. OrganisationPolitical responsibility 1970-86 OIAG (Austrian Industries Federal chancellery Holding Comp.): joint stock company; speciality: super- visory board reflects socio- political landscape of Austria 1986-93 politically indipendent Ministry for transport and supervisory board members public economy 1993 New OIAG-law changes task Ministry for transport and of OIAG: OIAG shall no longer public economy form an industrial conern, but shall privatise the majority of its companies. OIAG shall remain minority shareholder of the most important industrial companies of Austria. Organisation and administration for the state-owned industry

  10. 1946: First Nationalisation Law: approved by all parties in parliament (conservative people party, socialist party, communist party) 1950-1970: Period of economic boom: high level of demand high production level high capital expenditure full employment increasing wages high social benefits (f.i.: company pension schemes etc.) History of the state-owned industry

  11. 1970-1985: economic decline increasing competition worldwide recession (oil price shock 1973, 1975) political influence on nationalised companies to maintain employment level by diversifiing into new production areas merger of carbon & special steel firms (VOEST & ALPINE) economic problems of Voest-Alpine because of losses in the new production areas History of the state-owned industry

  12. 1985-1987: government changes management of Voest and ÖIAG, big enterprises are split into legally iandependent market oriented companies parliament approves a large capital injection, imposing that it will be for the last time and that further new capital could only be raised by privatisations Restructuring of Voest-Alpine: - decentralisation: devisions are split into legally indipendent business units History of state-owned industry

  13. 1987-1989: Reorganisation and Consolidation period 1990-1992: general economic upswing Austrian Industries group issues convertible bonds, intending to convert them into shares within 5 years Internationalisation of the group by an aggressive acquisition policy History of the state-owned industry

  14. 1993: recession: lowest steel-price of the cycle, lowest aluminium prices since the 1950ies aluminium group of Austrian Industries is nearly bankrupt due to the worldwide aluminium crisis and too expensive acquisitions; OIAG as the mother Company of Austrian Industries can no longer carry its debt burden and has to be helped by the state. government passes a new law: OIAG gets a subordinated loan, repayable after repayment of bank loans. All liabilities have to be paid back by privatisation revenues.- ÖIAG shall privatise all its companies in due time. The companies and the extent to which they shall be privatised are determined in the law.- Austrian Industries has to be merged with ÖIAG. ÖIAG shall no longer form a conern. History of the state-owned industry

  15. Debt Reduction bn ATS bn Euro Ⅰ) OIAG Net Debt as of 31.12.93 % Privatisation proceeds ÖIAG Net Debt as of 31.12.99 22,2 1,61 -22,8 - 1,66 0 0 Ⅱ) Additional ÖIAG Privatisation Proceeds 8,1 0,59 Ⅲ) PTBG Debt as of 31.12.1996 Privatisation Proceeds minus interest PTBG Debt as of 31.12.1999 50,0 3,63 21,0 1,53 29,0 2,11 Ⅳ) Old ÖIAG Debt to be payed back by further privatisation proceeds 46,2 3,36

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