Austrian cooling off amendments explained

Christian Temmel

The Austrian Stock Corporation Act was amended with effect as of July 1 2012. As a consequence, persons who held a position on the management board of a listed company must not be elected as members of the supervisory board of such company within a period of two years after termination of the management board position.

This cooling-off period does not, however, apply if the candidate for supervisory board is proposed for election by shareholders holding in aggregate more than 25% of the voting rights in such company. In order to avoid a broad circumvention of this rule, there can only be one member of the supervisory board who has benefited from such exemption (in other words, for whom the cooling-off period has not yet ended).

Before the end of the cooling-off period, no former member of the management board must be elected as chairman of the supervisory board.

Christian Temmel

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