3. Control

Contributed by: Markus Fellner, Elisabeth Fischer-Schwarz, Mario Burger and Florian Henöckl, Fellner Wratzfeld & Partners

and the head of securities services compliance are sufficiently suitable, and the members of the supervisory board have sufficient professional qualifications and experience; •the managing directors commit sufficient time to performing their functions; •the centre of at least one managing director’s interests is in Austria; •the institute has at least two managing directors and the articles of association exclude individual power of representation. The managing directors may not have another main profession outside the banking industry; and •the location of the branch and the head office is in Austria.

Costs The fee for an FMA licence for the operation of bank transactions amounts to approximately EUR10,000, and the extension fee for a licence amounts to EUR2,000. If the applicants engage a lawyer, further costs for the licence proceedings arise. Annual ongoing costs for the licence are also charged.

The ECB further charges annual supervisory fees to all CRR credit institutions in Austria, whereby significant banks must pay a higher supervisory fee than less significant banks.

3.1 Requirements for Acquiring or Increasing Control over a Bank

Pursuant to Section 20 paragraph 1 of the BWG, the FMA must be informed in advance in writing by any person who has taken a decision to acquire or dispose of (directly or indirectly) a participation of 10%, or to increase or decrease a qualified shareholding by reaching a 20%, 30% or 50% threshold of voting rights or capital in an Austrian credit institution (or in such a way that the credit institution becomes a subsidiary undertaking of that party).

Furthermore, the credit institution shall immediately notify the FMA in writing of any acquisition or relinquishment of qualified shareholdings, and of any reaching, exceeding or falling below the shareholding thresholds as soon as it becomes aware thereof. In addition, credit institutions must notify the FMA in writing at least once a year of the names and addresses of shareholders holding qualified interests.

The FMA has a maximum of 60 working days from the receipt of the notification and all the documents required pursuant to Section 20b paragraph 3 of the BWG to prohibit the proposed acquisition in writing following an assessment according to the assessment criteria set forth in Section 20b of the BWG, provided there are reasonable grounds therefor, or if the information submitted by the proposed acquirer is incomplete. Thus, the FMA shall examine the suitability of the interested buyer and the financial stability of the intended acquisition.

The FMA will review and assess all information provided by the proposed acquirer in connection with the notification, focusing on the criteria set by law.

Specific information to be filed is provided for in the Ownership Control Regulation, including information about:

•the identity of the proposed acquirer, by-laws, management board, economic beneficiaries, etc; •the reliability of the acquirer with regard to criminal or administrative offences, insolvency proceedings, etc;