(Vienna) The Vienna Stock Exchange revised the Prime Market Rules in agreement with the Special Government Representative for the Capital Market, Richard Schenz, and Aktienforum with the aim of improving transparency and the disclosure of information to investors in the premium segment of the Vienna Stock Exchange. The amendments enter into force as of 1 June 2008.
The most important change concerns corporate governance: Compliance with a Code of Corporate Governance is now mandatory for all companies listed on the prime market. Companies with their registered office in Austria and companies subject to the company law of a non-EU member state or a non-EEA member state must declare their commitment to the Austrian Code of Corporate Governance. If the registered office of a company is in another EU or EEA member state, the company must commit itself to comply with a recognized code of corporate governance in the respective economic area. The issuer must publish the declaration of commitment on its website and include it in its annual report. Compliance with such a code must be explained in an annual declaration also stating any deviations from the non-mandatory rules.
A further amendment concerns the provisions of company law governing foreign companies. Companies with their registered office outside of Austria must disclose the specific, applicable provisions of company law on their websites such as rules governing the distribution of profits to shareholders, the exclusion of subscription rights in the case of capital increases or the acquisition of own shares. The acquisition or sale of own shares by an issuer must be disclosed on the website of the company immediately, at the latest two trading days afterwards, if the shares with voting rights acquired or sold exceeds, falls below or surpasses the threshold of 5% or a multiple thereof.
There is also a new rule regarding the listing prospectus: If the listing prospectus is not prepared in German, the summary in the prospectus must be translated into German and made available on the website of the issuer together with the prospectus for a period of at least one year as of the end of the offer period.