Voluntary takeover bid - GZ 2009/1/6

1.Reaching upon expiry of the Acceptance Period the statutory minimum acceptance threshold of more than 50% of the permanent voting shares (ständig stimmberechtigte Aktien) of the Offeree Company according to Section 25a para 2 Takeover Act.

2. The Bidder has acquired upon expiry of the Acceptance Period at least 90% of the permanent voting shares (ständig stimmberechtigte Aktien) of the Offeree Company (without consideration of the treasury shares held by the Target Company itself, if any).

3. The Offeree Company is not insolvent (zahlungsunfähig) nor subject to liquidation, nor have insolvency or composition proceedings (Konkurs- oder Ausgleichsverfahren) regarding the assets of the Target Company or proceedings under the Austrian Restructuring Act (Unternehmensreorganisationsverfahren) been initiated nor has an application for the commencement of insolvency proceedings been dismissed by the competent court due to lack of sufficient assets to cover the claims in, and costs of, such proceedings (Ablehnung der Konkurseröffnung mangels Masse).

4. Until expiry of the Acceptance Period, no changes or events occur which result or are more likely than not to result in (A) a reduction of the consolidated net asset value of the Offeree Company, its subsidiaries and affiliates by an amount of EUR 7 million or more, or (B) payment of an aggregate amount of EUR 7 million or more by the Target Company in connection with a redemption or purchase for cancellation of any Shares of the Target Company.

5. No resolution has been passed by the shareholders' meeting of the Offeree Company to amend or modify the Target Company’s articles of association (Satzung), in particular, but without limitation, to decrease the registered capital.

6. Before the Offer is closed pursuant to the first paragraph of section 2.5.7, no new Shares in the Target Company have been issued.

0%

In Section 2.3.1 (2.):

The Bidder has acquired upon expiry of the Acceptance Period at least 90% of the permanent voting shares (ständig stimmberechtigte Aktien) of the Offeree Company (without consideration of the treasury shares held by the Target Company itself, if any).