The Supervisory Board reports that it has taken the opportunity to comprehensively review the management of the Company, both acting as a body and also regularly through its Chairman and his Deputy. Detailed presentations and discussions during Supervisory Board and Supervisory Board Committee meetings were used for this purpose, as well as numerous meetings with the members of the Management Board, who provided exhaustive explanations and evidence relating to the management and the financial position of the Group on the basis of appropriate documentation. The strategy, business performance and risk management of the Company were also discussed in these meetings.
The Supervisory Board formed four committees from among its members. Information on the responsibilities and members of these committees is available on the Company’s website.
One ordinary Annual General Meeting of Shareholders and four Supervisory Board meetings were convened in 2007. In addition, two meetings of the Audit Committee were held. The committee for decisions on urgent matters was contacted on a total of ten matters. The Supervisory Board was informed of any resolutions passed by the committees at the respective next Supervisory Board meeting. The auditor attended the Audit Committee meetings, the Supervisory Board meetings which dealt with the approval of the annual financial statements and their preparation and with the audit of the annual financial statements and consolidated financial statements, as well as the Annual General Meeting of Shareholders. In addition, in 2007 two meetings of the committee for Management Board matters were also held.
No agenda items were discussed in the Supervisory Board and committee meetings without participation by members of the Management Board. No member of the Supervisory Board attended fewer than half of the Supervisory Board meetings.
The 2007 annual financial statements and management report from the Management Board was received, reviewed and carefully examined by the Supervisory Board Audit Committee. The Supervisory Board Audit Committee also carefully reviewed the 2007 consolidated financial statements and Group management report. The proposal of the Management Board for appropriation of the profits was also debated and discussed in the course of this review. At a result of this review and discussion, a unanimous resolution was adopted to recommend to the Supervisory Board unqualified acceptance thereof. The committee chairman informed the Supervisory Board of the resolutions adopted by the committee.
The 2007 annual financial statements and management report, the 2007 consolidated financial statements and Group management report, as well as the Management Board’s proposal for appropriation of the profits were then addressed, thoroughly discussed, and reviewed by the Supervisory Board. At the conclusion of this discussion and review, the Supervisory Board adopted a unanimous resolution to raise no objections to these documents, to approve the annual financial statements and consolidated financial statements prepared by the Management Board, and to indicate its consent to the Management Board’s proposal for appropriation of the profits.
The 2007 annual financial statements have therefore been approved in accordance with § 125 (2) of the Austrian Stock Corporation Act.
The Supervisory Board further informs the General Meeting of Shareholders that the 2007 annual financial statements and management report, and the 2007 consolidated financial statements and Group management report, were audited by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, and that the auditor’s reports were discussed by the Audit Committee and by the full Supervisory Board together with KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft. The ultimate findings of the audit provided no basis for any qualifications to be raised. The Supervisory Board in turn declares that it has nothing to add to the auditor’s report.
The Supervisory Board therefore proposes to the Annual General meeting of Shareholders
that it decide on the appropriation of profits in accordance with the proposal of the Management Board and give its discharge to the actions of the Management Board and of the Supervisory Board.
Vienna, March 2008
The Supervisory Board:
KR Dkfm. Klaus Stadler