Article 1
The name of the pubic limited company is: Unternehmens Invest Aktiengesellschaft.
 
Article 2
The registered office of the company is Wels.
 
Article 3
The purpose of the company is:
a) The investment of equity capital and equity-capital-equivalent funds (profit participation capital) in the form of corporate investments, whereby at least 75% of this equity capital is to be invested in companies with their registered office in Austria. In doing so, the company must comply with the provisions of the Corporation Tax Act, in the version of the Amendment 1993 for medium-sized financing companies.
 
b) The company shall be entitled to provide the associated ancillary services, particularly all transactions and measures, which are necessary, or appear beneficial, to achieve the purpose of the company, including the acquisition and sale of properties, investments and the establishment of branch offices, domestically and abroad, with the exception of banking transactions.
 
c) Any other corporate activity is excluded.
 
d) The issuing of profit participation rights pursuant to Article 174 AktG (Companies Act) is limited to a total nominal amount, which corresponds to a maximum of the respective ordinary capital contributed.
 
As of 01 October 2008, but not earlier than the entry of status amendment is executed the purpose of the company is:
 
a) The function of a managing holding, in particular the procurement and administration of companies and shareholdings, the supply of services for those (services for the group) and generally the supply of services in the area of management consultancy.
 
b) The company shall be entitled to carry out all transactions and to take all measures which are deemed necessary or expedient to fulfil the objective of the company, in particular to establish branches and subsidiaries in Austria and abroad, to acquire other enterprises and companies or interests therein, to take on management and representation of such enterprises and companies as well as to lease and let assets.
 
c) The company shall not be entitled to engage in banking business.
 
Article 4
Disclosures by the company shall take place by means of placements in the “Wiener Zeitung” when obligatory in accordance with the Companies Act. Other disclosures by the company shall take place in accordance with applicable law. All disclosures are available at the company’s website in the Internet.

Article 5
The ordinary capital of the company amounts to EUR 29,080,000.-- (Euro twentyninemillioneightythousand) and is denominated in 4,000,000 (four million) notional no-par-value shares. With the consent of the Supervisory Board, the Board of Management is authorised, up to 5 (five) years after entry of this statute amendment in the company register, to increase the ordinary capital of the company – possibly in several tranches – in the amount of up to EUR 14,540,000.-- (Euro fourteenmillionfivehundredandfortythousand), by issuing up to 2,000,000 (two million) notional no-par-value shares, at a minimum issuing price of 100% apportionable to  the pro-rata amount of the nominal capital against contribution in cash or contribution in kind, whereby the Board of Managament – with the consent of the Supervisory Board is entitled to,
 
a)    determine issuing price and conditions
b)    determine that the new shares are accepted by a bank in accordance with article 153 para 6 AktG (Companies Act) which is obliged to offer the shares for subscription to the shareholders,
c)    to exclude from subscription rights if the nominal capital is increased against contribution in kind. As contribution in kind considered are: enterprises, businesses,  parts of businesses or shareholdings in one more companies in Austria or abroad or other assets (e.g. patents).
 
The Supervisory Board is entitled to resolve amendments to the statutes, which result from issuing the shares from the ordinary capital.
 
Article 6
Each notional no-par-value share provides entitlement to one vote.
If in the case of a capital increase the resolution on such capital increase fails to provide whether the shares should be registered shares or no-par-value shares, they shall also be no-par-value shares.
 
Article 7
The form and content of the share certificates, as well as the profit share and the renewal certificates shall be determined by the Board of Management. The same applies to possible provisional certificates to the issued, as well as debentures and their interest certificates.
 
The company shall be entitled to combine several shares in one certificate (global share certificate). Unless the company is obliged to issue individual share certificates due to other statutory provisions, the shareholder's claim for issuance of individual share certificates shall be excluded in accordance with Section 10 para 6 AktG.

Article 8
The administrative bodies of the company are:
A) the Board of Management,
B) the Supervisory Board,
C) the shareholders’ meeting
 
A) THE BOARD OF MANAGEMENT
 
Article 9
The Board of Management shall consist of one, two or three persons. The last time that an appointment as executive board member is possible shall be before the age limit of 65 years is reached.
 
The Supervisory Board shall determine the allocation of tasks on the Board of Management and the transactions which, in addition to those provided for by law (Section 95 para 5 AktG), require its consent; to the extent provided for by law the Supervisory Board shall also determine pecuniary limits up to which the consent of the Supervisory Board shall not be necessary. The Supervisory Board shall issue internal rules of procedure for the Board of Management.
 
The Board of Management shall manage the business of the company in accordance with and subject to the laws, these Articles of Association and the internal rules of procedure to be resolved by the Supervisory Board.
 
The Board of Management shall pass its resolutions by simple majority. If a member of the Supervisory Board has been appointed chairman, the chairman shall have the casting vote in the case of a tie. 
 
Article 10
If the Board of Management is comprised of one person, the company shall be represented by the same, if it is comprised of several persons, the company shall be represented by two Board of Management Members jointly or by a Board of Management Member, together with an authorised officer.
 
B) THE SUPERVISORY BOARD
 
Article 11
The Supervisory Board shall consist of at least three and not more than six members elected by the Shareholders' Meeting. The election of the Supervisory Board Members takes place for the longest possible duration pursuant to Article 87 AktG. The last time that an appointment as Supervisory Board member is possible shall be before the age limit of 75 years is reached. Every Supervisory Board member may retire from office by giving four weeks' notice to the chairman by registered letter.
 
Article 12
Every year, after the general shareholders' meeting, the Supervisory Board shall elect a chairman and a deputy chairman.  If the chairman of the Supervisory Board or his deputy retires early during his term of office, the Supervisory Board shall hold a new election.
 
The Supervisory Board may establish committees from among its members and confer certain powers upon them.
 
The Supervisory Board shall issue internal rules of procedure for itself.
 
Article 13
Mutual representation of Supervisory Board members according to §95 Section para 7 AktG shall be permissible.
 
Resolutions may be passed in writing or by voting via fax or by voting by e-mail, if no member of the Supervisory Board objects to such procedure. The chairman shall inform the other Supervisory Board members by registered letter or fax about the matter to be resolved upon including a request to comment thereon within a period of at least three days of service of the request. If no such comment is made within the fixed period, this shall be considered a vote against it. Objections, if any, against such mode of voting shall be made in writing or via fax or via e-mail to the chairman of the election within the same period. Receipt of the relevant statement by the chairman of the election shall in each case be decisive for timeliness of the objection or comment.
 
The Supervisory Board shall pass its resolutions by simple majority of the members present or represented. In the case of a tie the chairman of the meeting shall have the casting vote. In the case of voting in writing or voting via fax or voting via secure electronic signature these provisions shall apply mutatis mutandis.
 
Minutes shall be kept on the discussions and resolutions of the Supervisory Board, which shall be signed by the chairman or his deputy. Resolutions passed other than at meetings shall be presented at the next meeting of the Supervisory Board and recorded in minutes.
 
Declarations of intent of the Supervisory Board and its committees shall be made by the chairman of the Supervisory Board.
 
In addition to the statutory regulation, the Supervisory Board may define the Management Board's reporting duty in more detail. In particular, the Supervisory Board may decide that in connection with the reporting duty the Board of Management shall have to prepare income statements, investment plans and other forecast budgets, budgeted balance sheets and financial plans the type and scope of which shall be defined in more detail by the Supervisory Board, and present the same to the Supervisory Board or the chairman of the Supervisory Board on a regular basis.
 
The members of the Supervisory Board shall maintain secrecy about the facts and circumstances that have become known to them in connection with their activities. With respect to such obligation to maintain secrecy it shall be irrelevant whether knowledge of such facts or circumstances may also be obtained by other persons or not. In addition, the members of the Supervisory Board shall be prohibited from passing on documents they received or prepared themselves in connection with their activities to third parties who do not belong to the Supervisory Board. Persons attending Supervisory Board meetings who are no members of the Supervisory Board shall be expressly put under an obligation to maintain secrecy, unless they are not put under legal obligation of secrecy anyway.
 
Article 14
The Members of the Supervisory Board shall receive compensation for cash outlays incurred in carrying out their activity. By means of a resolution by the shareholders’ meeting, they can furthermore be awarded remuneration – considering § 98 AktG - , the amount of which is determined by the shareholders’ meeting. The distribution of the remuneration among the members is the responsibility of the Supervisory Board. Any taxes payable on the remuneration of the Supervisory Board shall be borne by the company.
 
C) THE GENERAL MEETING
 
Article 15
The shareholders’ meetings of the company shall take place at the registered office of the company, or in a state capital of Austria, specified in the invitation to the shareholders’ meeting.
 
Article 16
The shareholders’ meetings shall be called by the Supervisory Board or the Board of Management. The invitation shall be published in accordance with article 4 and article 17.
 
Article 17
The permission for the participation in the General Assembly and the exercise of shareholder rights is related to the share ownership at the end of the tenth day prior to the day at which the General Assembly takes place (record date). Shareholders aiming at participating in the General Assembly and exercising their shareholders´ rights shall prove their share ownership to the company by the effective date.
 
For the proof of the share ownership on the effective date for bearer shares held in safekeeping, a deposit receipt according to Article 10a of the Public Companies Act (Aktiengesetz), which shall be communicated to the company at the latest three days prior to the General Assembly is sufficient. The deposit receipt shall be issued by a bank responsible for the administration of securities with its seat in a member state of the European Economic Area or by a full member state of the OECD. The deposit receipt shall include at least the items stated in Article 10a, Section 2 of the Public Companies Act. In case the deposit receipt is considered a proof of the current shareholder status, it must not be older than seven days at its submission to the company and has to be made in writing. Deposit receipts may be submitted in German or English.
For bearer shares that are not held in safekeeping, a written notary statement, communicated to the company at the latest three days prior to the General Assembly, is sufficient.
 
Article 18
The shareholders’ meeting will be chaired by the Chairman of the Supervisory Board or his/her deputy. If none of the two has appeared or is willing to chair the meeting, the notary invited for recording shall chair the meeting until election of a chairman. The chairman shall chair the meeting; determine the order of the items to be discussed and the mode of voting. In case more than one motion to one item of the agenda is presented, the chairman, in accordance with the law, in particular artivle 119, para 3 AktG (Companies Act) decides upon the sequence of voting.
 
 
Article 19
Unless the law mandatorily provides for a different majority the Shareholders' Meeting shall pass its resolutions by simple majority of the votes cast and in the cases where a majority of the capital is required by simple majority of the registered capital represented at the time the resolution is passed.
 
The right to vote may also be exercised by a proxy. The authorisation herefore shall be granted to a specific person in writing and communicated to the Company for filing or manifestly keeping the data. In case the shareholder passed proxy power to his/her bank responsible for administration of securities, the bank shall make a statement on having received proxy power in addition to the deposit receipt (Article 10a of the Companies Act). The proxy shall be submitted to the Company by mail, fax, or e-mail to the contact person mentioned in the inviation.
 

Article 20
The company shall be established for an indeterminate period.
From 1 (first) January until 30 (thirtieth) September the business year will be abridged. The following business years shall be from 1 (first) October until 30 (thirtieth) September of the following calendar year.

Article 21
The Supervisory Board shall be authorised to carry out constitutional amendments, which only affect the constitution.

Article 22
The Shareholders' Meeting shall resolve on appropriation of the net profit for the year. The Shareholders’ Meeting can disclose the net profit completely or partially from distribution.
Dividends that are not collected within three years of the due date shall forfeit for the benefit of the Company's statutory reserve.

Article 23
Shareholders may communicate legally binding messages to the Company in German or English. The same applies for deposit receipts, which shall be conveyed to the Company in German or English by the issuing bank.
The language at the General Meeting is German.