OeKB CSD
General Terms
and Conditions
Valid from 12 September 2015
This English version of the German authentic text is for information purposes only.
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Table of Contents
Definitions
1 General Provisions
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1.1 Scope of Application of the General Terms and Conditions of OeKB CSD (GTC)
1.2 OeKB CSD as Issuer CSD
1.2.1 Objects of Custody and Administration
1.2.2 Securities-Control (Notary Service)
1.2.2.1
1.2.2.2
1.2.2.3
Authenticity
Master Data
Integrity
1.2.3 General Services in the Administration of Securities
1.2.3.1
1.2.3.2
1.2.3.3
1.3
1.4
1.5
1.6
Valueless Documents
Redemption by Delivery of Other Securities
Coupon Sheets
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OeKB CSD as Investor CSD
Business hours
Fees 12
Liability
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1.6.1 Liability for Damages Caused by OeKB CSD (Staff and Contractors)
1.6.2 Liability for Damages Caused by Custodians of OeKB CSD
1.6.3 No Liability for Damages Caused by Persons Instructed by Third Parties (e.g.
subscription agent Instructed by the Issuer)
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1.7 Information Obligations
1.8 Execution of Instructions
1.9 Cooperation Duties and Customer Liability
1.9.1
1.9.2
1.9.3
1.9.4
Identity and Power of Representation
Raising of Objections
Notification on Absence of Notices
Translations
1.10 Applicable Law, Jurisdiction, Partial Invalidity, Place of Performance
1.11 Modifications
1.12 Termination of the Business Relation
1.12.1 Notice
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1.12.1.1 Ordinary Termination with Notice
1.12.1.2 Termination for Important Reasons
1.12.2 Legal Consequences
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Issuer Services
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2.1
2.2
2.3
2.4
2.5
2.6
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Sample-Documents
Collection
General Assembly Services
MERCUR-Information
„Securities Information“
Issue of Securities held with OeKB CSD as Issuer CSD
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2.7 Data for Safekeeping and Administration of a Category of Securities
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Keeping of Securities Accounts
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3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
Securities Account Holder
Securities Accounts
Opening and Closing of Securities Accounts
Termination of Keeping Securities Accounts
Type of Safekeeping and Booking on Securities Accounts
Delivery of Already Issued Securities, Co-Ownership
Delivery to Withdraw
Instructions relating to Credit Balances, Delivery to Withdraw, Finality
Revocation of Prohibition to Dispose
General Provisions Regarding the Administration of Securities
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3.10.1 Information forwarded by OeKB CSD
3.10.2 Procedure for Forwarding Information
3.10.3 Deadlines for Giving Instructions to OeKB CSD
3.10.4 Providing Documentary Evidence and Certificates as a Prerequisite to Redeem
Due Assets or to Process Corporate Actions
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3.11 Proceeds
3.11.1 Redemption upon Maturity
3.11.2 Instructions Not to Redeem Assets Due which are Held with OeKB CSD Itself
or to Redeem them Without Deduction of Withholding Tax (Breakdown
Instruction)
3.11.3 Credit of the Amounts Procured
3.11.4 Currency Conversions
3.11.5 Instructions Not to Redeem Matured Assets Which are Held by OeKB CSD with
a Depository or to Redeem Them Considering a Reduced Withholding Tax Rate.
3.11.6 Settlements
3.11.7 Compensations
3.12 Corporate Actions
3.12.1 Technical Measures Relating to Securities
3.12.2 Credits and Debits on Securities Accounts and Cash Accounts Linked with
Corporate Actions affecting every Holder of the Securities (Mandatory
Corporate Actions)
3.12.3 Instructions to OeKB CSD to Participate in Corporate Actions
3.12.4 Settlements
3.12.5 Compensations
3.13 Proxy Services
3.13.1 Passing on of Certificates of Holdings to the Company pursuant to Section 10a
in connection with Section 111 Company Act (“CA”)
3.13.2 Proxy Voting at General Assemblies of Companies whose Shares are held with
OeKB CSD itself
3.13.3 Proxy Voting at General Assemblies of Companies whose Shares are held by a
Depository of OeKB CSD
3.14 Miscellaneous Measures for Securities Administration
3.14.1 Redemption through Delivery of Other Securities
3.14.2 Instructions to Exercise Options or Convert Convertible Bonds
3.14.3 Instructions to Buy or Sell Subscription Rights
3.14.4 Remaining Fractions of Securities on the Securities Account of the Holder of a
Securities Account
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3.15 Information on and Certificates of Securities Account Balances, Credits of Securities
and Movements on Securities Accounts
3.16 Third Party Presumption, Right of Retention
3.17 Preservation of the Securities held in Giro Collective Custody
3.18 Allocation of Losses
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Keeping of Cash Accounts
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4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
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Cash Account Holder
Use of Cash Accounts
Opening and Closing of Cash Accounts
Termination of Keeping Cash Accounts
Endowment of Cash Accounts
Dispositions over Credits on Cash Accounts with OeKB CSD
No Account Balances Overnight on Cash Accounts
No Overdraft Facilities on Cash Accounts
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Definitions
The following terms have the meaning assigned to them. The singular includes the plural:
Claim
Contractual claim to Securities.
Right
A claim to the physical delivery or book entry delivery of Securities
to OeKB CSD in its capacity as Issuer CSD, but not directed against
OeKB CSD, as long as the Securities have not been created,
delivered or entered into the books.
Instruction External
Instruction to transfer credits of such Securities, which are kept by
OeKB CSD with a depository, to an account which is administered
by the latter or in favour of an account of a depository of that
depository.
Instruction Internal
Instruction Type
Deliver Free (DF) / Receive Free (RF)
Instruction Type
Deliver versus Payment (DVP) /
Receive versus Payment (RVP)
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Instruction to transfer credits to another Securities Account
administered by OeKB CSD.
Instruction External or Internal for the transfer of credits to effect a
transfer of securities without simultaneous payment of a cash
counter-value.
External or Internal Instruction to transfer credits of Securities in
such form as to effect settlement of a Securities deal and
guarantees that the transfer of credits of Securities only takes place
against simultaneous payment of the agreed cash counter-value.
Discharge
Process whereby Securities are taken out of custody with OeKB CSD
or a Depository by a debit entry in the books.
Delivery to Withdraw
Process by which Securities are withdrawn from custody of OeKB
CSD or from a Depository by physical removal and delivered to the
entitled Recipient.
Authenticity
The Issuer named on the document is the actual Issuer and the
document is a validly created security.
Dematerialised Securities
Securities that are created in accordance with the law applicable to
them by book entry in a register.
Securities Account
Account held with OeKB CSD on which Securities are booked.
Securities Account Holder
Legal person or partnership with legal personality that is the owner
of a Securities Account with OeKB CSD.
DS.A
Settlement System ”Direct Settlement Advanced“ of OeKB CSD.
Book Entry
Procedure by which Securities are taken in custody by book entry on
a Securities Account of OeKB CSD or of a Depository.
Physical Delivery
Procedure by which Securities are physically deposited in custody of
OeKB CSD.
Issuer
Legal person or partnership with legal personality which issues
Securities on the money or capital markets which are held and
administered by OeKB CSD in its capacity as Issuer CSD.
Ex-Day
Day on which the distribution of proceeds or of another pricesensitive measure of the Issuer will be taken into account according
to the trading rules.
Business Day
Day on which OeKB CSD must be ready for business of its
customers according to Annex A.
Collective Clearing Custody (CCC)
Imaginary collective custody of Securities of the same Category by
OeKB CSD or by one of its Custodians, which may be disposed of by
instructions.
International Securities Identification
Number (ISIN)
Code which is assigned by the allocation agent appointed by the
International Standardisation Organisation (ISO) to identify
Securities. Oesterreichische Kontrollbank Aktiengesellschaft is the
allocation agent according to ISO Standard 6166 for Austria.
Cash Account
Account with OeKB CSD which serves for the booking of money.
Cash Account Holder
Legal person or partnership with legal personality, which is the
holder of a Cash Account with OeKB CSD.
IT Booking System
Electronic business applications supported by IT systems, which are
used by OeKB CSD for business operations, including the operation
of its securities delivery and settlement system.
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Customer
Contractual partner of OeKB CSD within the scope of application of
the GTC.
Depository
Custodian of Securities with whom OeKB CSD has made a
safekeeping agreement.
Matching
Check to see whether the partners to a transaction have placed
corresponding instructions.
Co-ownership
Joint ownership of all depositories of Securities of the same
Category. The respective share is determined by the amount of the
nominal value, or if none exists, by the number of Securities.
OeKB
Oesterreichische Kontrollbank Aktiengesellschaft
OeKB CSD
OeKB CSD GmbH, a fully owned subsidiary of OeKB.
OeNB
Oesterreichische Nationalbank
Record Date
Day that is relevant in many legal systems for ascertaining
entitlement to credits and debits associated with a corporate action
as well as for pay-outs of proceeds.
Global Certificate (GC)
Security representing pursuant to its conditions fungible Securities
of the same Category for an indefinite period of time.
Blocked Securities Account
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Securities Account which is subject to the GTC and special
provisions, of which the Securities Account Holder may only dispose
with third party authorisation.
Individual Safe Custody (ISC)
Separate safekeeping of Securities of a Securities Account Holder at
OeKB CSD or one of its Custodians from his Securities of the same
or other Categories.
Value Date
Day on which Securities transactions or measures relating to
Securities must be completed or executed.
Securities
Documents embodying private rights in such a manner that exercise
of such rights requires holding of the documents. For the purposes
of these GTC the following shall also be considered Securities:
entries into registers of debts with the effect of Securities and
dematerialised Securities, in each case as provided by applicable
law.
Securities Category or Category
(regarding Securities)
All Securities bearing the same ISIN.
Securities-Control (Notary Service)
Control of the Authenticity of a document which is about to be
delivered at OeKB CSD as Issuer CSD by OeKB CSD or on its
demand by a Securities-Controller on instruction of the Issuer
pursuant to section 1.2.2.1 of the GTC. Rule of the SecuritiesControl is the outer appearance of the document and the applicable
law.
Securities-Controller
Credit institution having its seat in a Member State of the European
Economic Area or in a regular Member State of the OECD that has
concluded a contract with OeKB CSD on the control and on the
issue of confirmations when securities are taken in custody
according to section 1.2.2.1 GTC (Authenticity).
Securities Delivery and Settlement
System (SSS)
System within the meaning of Article 2 letter a) first, second and
third indent of Directive 98/26/EG, which is operated by OeKB CSD
and executes payment and transfer orders.
Fiduciary Collective Custody (FCC)
Administration of claims to Securities.
Paying Agent
Credit institution seated in the European Economic Area or in a
regular Member State of the OECD which has been named by the
Issuer at the request of OeKB CSD and which has been authorized
by the Issuer as only agent to (i) perform payments in its name and
for its account for a Securities Category of the Issuer in accordance
with his instructions and (ii) to give OeKB CSD information required
for the custody and administration of that Securities Category.
Temporary Global Certificate (TGC)
Security representing pursuant to its conditions fungible Securities
of the same Category for a limited period of time.
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1.1
General Provisions
Scope of Application of the General Terms and Conditions of OeKB CSD
(GTC)
(1) The GTC regulate the business relationship between OeKB CSD and its Customers when providing the services listed
below:
(a) Issuer Services according to Chapter 2 GTC;
(b) Management of Securities Accounts according to Chapter 3 GTC;
(c) Management of Cash Accounts according to Chapter 4 GTC.
(2) General measures regarding these business relationships can be found in Chapter 1.
(3) The provisions current version of the GTC can be viewed at www.oekb-csd.at
1.2
1.2.1
OeKB CSD as Issuer CSD
Objects of Custody and Administration
(1) As Issuer CSD, OeKB CSD keeps and administers Securities in accordance with paragraph 2 itself and not with a
Depository.
(2) Securities in this meaning are all Securities which are, according to Austrian law, capable of being held collectively
and are thus transferrable by booking instructions, and can be traded on money- and/or capital markets (excluding
payment instruments), in particular
(a) shares and other comparable Securities and share certificates;
(b) bonds or other forms of securitised debt, including certificates;
(c) investment fund shares and comparable securitisations;
(d) all other Securities which authorise the acquisition or sale of particular Securities or which lead to a payment which
is determined by tradable Securities, currencies, interest rates or interest proceeds, goods or other indices or
measures.
(3) Condition for accepting Securities for custody and administration by OeKB CSD as Issuer CSD and for their recording
in the IT Booking System of OeKB CSD are the Authenticity of the Securities document ascertained at the SecuritiesControl (Notary Service) and its correct reflexion in the master data in the IT Booking System.
1.2.2
Securities-Control (Notary Service)
The Securities-Control by OeKB CSD as Issuer CSD includes at the delivery of a document for custody and
administration the control of its Authenticity and the correct reflexion of master data in the IT Booking System, as well
as the continuous control of its integrity, as follows:
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1.2.2.1
Authenticity
(1) The taking of Securities in custody and administration of OeKB CSD as Issuer CSD and its recording in the IT Booking
System of OeKB CSD presupposes that the delivered document seems according to its outer appearance and to the
applicable law to:
(a) correspond with the will of the Issuer,
(b) has been properly created and can be that kind of Securities that is named on the document, and
(c) has been validly signed on behalf of the Issuer.
(2) The terms and conditions of the Securities are an integral part of the Securities documents and subject to the control
of Authenticity. They need to be connected with the security document in appropriate manner.
(3) OeKB CSD may request that a Securities-Controller controls the existence of the prerequisites of paragraph 1 literae
(a), (b) and (c) and confirms it on the Securities documents by due signature (section 886 General Civil Law Code) with
reference to the date and place of signature (confirmation of Authenticity). The selection of the Securities-Controller falls
to the Issuer. OeKB CSD will not bear costs which arise at the Securities-Controller for the performance of the controls
and the issue of a confirmation of the execution of the controls and the issue of the confirmation according to this
paragraph.
(4) On request of OeKB CSD the Issuer has to notify in writing a Paying Agent on the Securities documents. The
appointment as Paying Agent has to be confirmed by the Paying Agent by due signature (section 886 of the General Civil
Law Code) on the Securities documents (confirmation of the Paying Agent). The Issuer may change the notified Paying
Agent at any time. The change of the Paying Agent becomes effective when OeKB CSD noted it on the Securities
documents and upon the Paying Agent’s confirmation.
(5) In case of issues where the subscription proceeds or the counter value is not entirely processed on Cash Accounts
held with OeKB CSD or with OeNB, OeKB CSD may require that the Issuer proves by presentation of appropriate
documents that the subscription proceeds or the counter value for the issue have been entirely provided (proof of the
subscription proceeds or of the counter value).
(6) In case the nominal amount or the number of Securities is increased or decreased, OeKB CSD may ask that the
Issuer proves by presentation of appropriate documents (also legal opinions are possible) that the increase or decrease
of the nominal value or of the number of Securities has been duely made (proof of the due execution of the increase or
decrease).
(7) OeKB CSD may decline to take as Issuer CSD documents in custody and administration which should be kept and
administered by OeKB CSD itself and to register the increase or decrease of the nominal value or the number of Securities
kept in its custody in its IT Booking System. In that case it informs the presenting Issuer or Securities Account Holder in
writing of the reasons for the decline. Such a decline may in particular occur in case confirmations pursuant to paragraphs
3 and 4 or the proofs pursuant to paragraphs 5 and 6 have been required by OeKB CSD and were not provided by the
Securities-Controller (paragraph 3), by the Paying Agent (paragraph 4) or by the Issuer (paragraphs 5 and 6) or the denial
occurred because of an encompassing risk evaluation which hinders custody and administration by OeKB CSD as Issuer
CSD or the increase or decrease of the nominal value or the number of Securities kept in custody in its IT Booking System.
1.2.2.2
Master Data
Recording of Securities in the IT Booking System of OeKB CSD implies that the master data in the IT Booking System
specified in Annex K for these Securities correspond to the document delivered. Should that not be the case, the master
data have to be changed accordingly.
1.2.2.3
Integrity
OeKB CSD reconciles the actual amount of Securities transferred to OeKB CSD in the course of an issue, or of part of
an issue of Securities, with the amount of Securities that is deposited on the Securities Accounts of Customers of the
OeKB CSD operated SSS.
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1.2.3
General Services in the Administration of Securities
1.2.3.1
Valueless Documents
Valueless documents are marked as such and are taken out of the IT Booking System of OeKB CSD. These documents
will be given to the Issuer or to its Paying Agent on request that needs to be made to OeKB CSD at the end of a
calendar month at the latest after the taking out was made. Documents which were not delivered will be destroyed and
a certificate of destruction will be set up and on request given to the Issuer or to its Paying Agent.
1.2.3.2
Redemption by Delivery of Other Securities
In regard to Securities, which are redeemed by the delivery of other Securities, the provisions of Section 3.11 on
Proceeds and Redemption shall apply analogically. Excluded are Securities which are redeemed by the delivery of
Securities which cannot be taken in custody by OeKB CSD.
1.2.3.3
Coupon Sheets
OeKB CSD procures coupon sheets in case this is required by the terms and conditions of the Securities.
1.3
OeKB CSD as Investor CSD
(1) As Investor CSD OeKB CSD has Securities kept and administered by a Depository. Securities can be delivered to the
Securities Account of OeKB CSD at a Depository in favour of an account which is administered by OeKB CSD.
(2) As Depository OeKB CSD exclusively commissions companies which are entitled to keep and administer Securities
and are controlled. The Depositories of OeKB CSD are referred to in Annex B.
(3) As Investor CSD OeKB CSD decides which Securities it admits to be kept and administered by a Depository. OeKB
CSD reserves the right to withdraw such admittance of Securities. Securities Account Holders are obliged to commission
OeKB CSD to deliver the Securities within 90 business days after the withdrawal has been notified. Otherwise, OeKB CSD
is entitled and authorised by the Securities Account Holder to open a Securities Account including a Cash Account at a
suitable institution at the usual terms and conditions in his name and for his account and to transfer the Securities
thereto.
1.4
Business hours
The hours during which OeKB CSD is open on Business Days for business of Securities Account Holders are specified in
Annex A.
1.5
Fees
The fees to be paid and the kind of payment can be found in the price list (Annex J).
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1.6
1.6.1
Liability
Liability for Damages Caused by OeKB CSD (Staff and Contractors)
(1) OeKB CSD is liable in the scope of the business relationship for any deliberate or grossly negligent actions of its staff
and contractors with due consideration of any contributory negligence of the Securities Account Holder or of his
customers. Compensation of indirect and consequential damages is excluded to the legally permissible extent.
(2) OeKB CSD will provide compensation up to a maximum amount of 5 million euro (“limited compensationable
damages”) for all damages arising in one calendar year out of negligent actions or omissions of its staff and contractors
and approved for settlement by OeKB CSD or determined by judicial decision. Should limited compensationable damages
of a calendar year exceed the maximum amount of 5 million euro they will be compensated on a pro-rata basis such that
OeKB CSD will not have to pay more than 5 million euro for limited compensationable damages per calendar year. The
amount of reduction cannot be claimed.
(3) Payments for limited compensationable damages are made provisionally. Should at any time after payment further
limited compensationable damages be claimed for the calendar year in question and the total amount of damages
exceeds the maximum of 5 million euro, OeKB CSD will recalculate the pro-rata damage payments. Customers who have
already received payments for damages will be required to refund the difference to OeKB CSD. Payment of the newly
calculated pro-rata amounts for damages will be made independently of receipt of such repayments.
(4) OeKB CSD is not liable for damages caused by interferences to its operation or that of its contractors for which it is
not responsible, such as the disruption of business operations because of force majeure, civil disturbance, acts of war,
natural catastrophes or disruptions arising from the actions of domestic or foreign governmental authorities as well as
collective or internal industrial disputes or as the result of any other events for which it is not responsible as, for example,
traffic hold-ups and disruptions of data communication or utilities.
(5) OeKB CSD is not liable for damages caused by the Issuer as e.g. its omissions.
(6) Any claim for compensation of damages must be made in writing as soon as damages have been discovered stating
the reasons for the claim.
1.6.2
Liability for Damages Caused by Custodians of OeKB CSD
(1) In case of damages caused by its Custodians OeKB CSD is liable according to the Securities Deposit Act
(Depotgesetz) only for any negligence in the selection of the Custodian.
(2) OeKB CSD will assert its claims arising from the safekeeping contracts between OeKB CSD and its Custodians
according to the claims notified by its Customers and will forward to the affected Securities Account Holders on a prorata basis compensation payments received for damages after deduction of its costs. The liability provisions agreed to in
the safekeeping contracts are set out in Annex L.
(3) On request of the affected Securities Account Holders, OeKB CSD will assign its statutory and contractual claims for
damages against the Custodian.
1.6.3
No Liability for Damages Caused by Persons Instructed by Third Parties (e.g.
subscription agent Instructed by the Issuer)
(1) OeKB CSD is not liable for damages caused by persons instructed by third parties.
(2) OeKB CSD will, if requested, assign any claims it may have for damages against such persons to the affected
Securities Account Holders and provide them with all information available at OeKB CSD which is required to assert the
claim against the instructed person.
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1.7
Information Obligations
OeKB CSD is subject only to the explicit information obligations specified in the GTC. In particular, OeKB CSD is not
obliged to inform Customers about impending price losses, the creditworthiness of Issuers, the stability of value of
Securities kept in custody and administered or circumstances which abridge or endanger their value.
1.8
Execution of Instructions
(1) OeKB CSD executes an order which in view of its content usually requires the service of a third party by instructing
a third party in its own name. In case OeKB CSD chooses the third party, it is only liable for the careful selection. In each
case of liability the provisions of paragraph 1.6. apply to OeKB CSD.
(2) On request of the Customer OeKB CSD is obliged to assign him any claims against the third party.
1.9
Cooperation Duties and Customer Liability
In its relation to OeKB CSD the Customer has in particular the below cooperation duties. Their infringement may lead to
liability of the Customer for damages or to a reduction of its claims for damages.
1.9.1
Identity and Power of Representation
(1) On commencement of a business relation with OeKB CSD, the Customer needs to prove his identity and that of the
persons who are authorised to act as representatives of the Customer, including the authorisation to dispose and sign
according to Annex N, by appropriate documents and means of personal identification.
(2) The Customer has to inform OeKB CSD immediately in writing of any changes of the particulars pursuant to subpara
1 which he has to prove by appropriate documents and means of personal identification.
(3) In case the Customer fails to inform OeKB CSD of a change of address, written statements of OeKB CSD shall be
deemed received, if they were sent to the last address notified by the Customer to OeKB CSD.
(4) An authority of representation notified to OeKB CSD is valid until written notice of cancellation or of a change in its
previous scope is made, unless OeKB CSD was aware of the cancellation or change or it was unknown to it due to its
gross negligence. The Customer’s obligation to give notice is also valid in case the cancellation or the change of an
authority of representation is registered in a public register and a pertinent publication has been made.
(5) Any loss and any restriction of contractual capacity of the Customer must be immediately reported in writing to OeKB
CSD. In case the Customer is a partnership or a legal person, its dissolution must be immediately notified to OeKB CSD.
1.9.2
Raising of Objections
The Customer shall verify without delay statements of OeKB CSD, such as confirmations of its orders, notices about
their implementation, statements of Cash Accounts, closing of accounts and other accountings of all kind, sendings
and payments by OeKB CSD, as to their completeness and correctness and shall raise objections, if any, without delay,
if they are allowed under the applicable statutory provisions and the GTC.
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1.9.3
Notification on Absence of Notices
The Customer shall notify OeKB CSD without delay in case he does not receive a note of OeKB CSD within the usual
period of time which he must have expected or which was expected by him.
1.9.4
Translations
On request any foreign-language documents shall be presented also in German translation of an officially recognised
translator accepted by OeKB CSD.
1.10 Applicable Law, Jurisdiction, Partial Invalidity, Place of Performance
(1) Austrian law shall apply to the business relationship between the Customer and OeKB CSD under express exclusion
of international private law reference norms as well as provisions of the UN Convention on the International Sale of
Goods. In case of Securities held in custody abroad, it should be noted that foreign law often applies, especially in respect
of the purchase and sale of Securities as well as their pledging.
(2) The courts in Vienna shall have exclusive jurisdiction on disputes arising between the Customer and OeKB CSD.
OeKB CSD is entitled to enforce its rights also before any other competent court.
(3) Should provisions of these GTC be or become invalid or cannot be carried out, the validity of any other provisions
shall not be affected. Instead of the invalid provision or provision which cannot be carried out, a provision applies that
comes as closely as possible to the invalid provision or to the provision that cannot be carried out. As soon as a provision
is known to be invalid or that it cannot be carried out, OeKB CSD will set up a new wording.
(4) The place of performance shall be the seat of OeKB CSD.
1.11 Modifications
(1) Modifications of the GTC and the effective date of these modifications shall be communicated by OeKB CSD to the
Customer in writing (per post, email or fax) whereby the effective date shall not be earlier than fourteen days after the
Customer has been notified. The actual version of the GTC (inclusive of complementary regulations according to the
appendices) can be viewed at www.oekb-csd.at.
(2) A modification of the GTC is legally valid from the effective date (see subparagraph 1), if by then no objection by the
Customer has been received by OeKB CSD. In case the actual address, email address or fax number of the Customer are
unknown to OeKB CSD, and no other agreements regarding service have been made, the publication of the modified
version of the GTC on OeKB CSD’s website (www.oekb-csd.at) is authoritative; in that case, the first sentence of this
subparagraph applies analogically.
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1.12 Termination of the Business Relation
1.12.1 Notice
1.12.1.1 Ordinary Termination with Notice
OeKB and the Customer are entitled to terminate in writing all or some services with three months’ notice to the last
day of the month, provided no deviating regulation is foreseen below.
1.12.1.2 Termination for Important Reasons
(1) OeKB CSD and the Customer are entitled to terminate the entire business relation or some parts thereof for an
important reason at any time with immediate effect.
(2) Important reason for OeKB CSD is in particular the violation of essential provisions of the GTC by the Customer.
1.12.2 Legal Consequences
(1) Upon termination of the entire business relationship or of some parts thereof, amounts owed therefrom will
immediately become payable. In addition, the Customer is obliged to exonerate OeKB CSD from all liabilities assumed
for him.
(2) In addition, OeKB CSD is entitled to terminate all liabilities assumed for the Customer and to settle the same with
effect for the Customer as well as to immediately redebit credits entered subject to collection. Claims of the Customer
from Securities, bills of exchange or cheques, which he holds for himself, may be asserted by OeKB CSD to cover a
potential debit balance.
(3) The GTC shall continue to apply after the termination of the business relationship until complete settlement.
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2
Issuer Services
OeKB provides the following services to issuers of Securities which are held with and administered by OeKB CSD itself
as Issuer CSD:
2.1
Sample-Documents
OeKB CSD provides on its website cost free samples of Securities documents in order to facilitate issuers the drawing
up of such documents. OeKB does not assume any liability for the content of the sample-documents.
2.2
Collection
(1) OeKB CSD requests in writing that the Issuer or his Paying Agent shall make money available on the Cash Account
notified by OeKB CSD on the Value Date until 10:30 a.m. at the latest for due payments of their Securities Categories.
(2) The Issuer or his Paying Agent have to provide the due amount of money according to subparagraph 1 by transfer
via cashless payment transaction.
(3) The Issuer or his Paying Agent notifies OeKB CSD according to Annex U until 10 a.m. at the latest on the Value Date
about such Securities Categories for which a disbursement shall not occur or be postponed.
(4) In regard to Securities Categories for which disbursement according to subparagraph 3 has been postponed, the
Issuer or his Paying Agent may instruct OeKB CSD according to Annex K at any time to make the disbursement. The
passing on to the holders of Securities Accounts with OeKB CSD is made the same day, if the disbursement has been
instructed until 2 p.m. and the due amount of money according to subparagraph 2 has been provided.
(5) Amounts of money which have been provided and in respect of which no notification according to paragraph 3 has
been sent, will be debited on the Cash Account of the Issuer or his Paying Agent, which is maintained for settlement
purposes on the Value Date at 10:30 a.m.
(6) Notations of collection will not be made on a GC or a TGC for any coupon payment effected while in custody in the
vault of OeKB CSD. These notations will be made prior to Delivery.
2.3
General Assembly Services
OeKB CSD offers services for the preparation, holding and follow-up of General Assemblies to stock corporations
incorporated in Austria, which are governed by Austrian law. These services are arranged in separate agreements.
2.4
MERCUR-Information
(1) MERCUR is a gazette of called Securities and similar documents according to the Act on the Invalidation
(“Kraftloserklärungsgesetz”), BGBl, Nr. 86/1951 (“IA”), which is commissioned by the Federal Minister of Justice and set
up by OeKB CSD. The publications to be made therein contain the following information:
(a) Securities and documents whose loss needs to be published and whose array must be announced according to the
IA;
(b) Securities and documents which have been recorded with opposition (notice of loss, blocking notices);
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(c) the calendar of maturities of Securities issues of Austrian Issuers, which are listed on the Vienna stock exchange or
are declared by OeKB CSD to be suitable as part of the giro collective safekeeping.
(2) MERCUR can be provided by annual subscription (12 monthly editions). The subscription can be terminated until
eight weeks prior to the end of the year.
2.5
„Securities Information“
(1) “Securities information” is an information medium and provided online for Customers. It facilitates the exchange of
information between Issuers and Securities Account Holders and contains information on Securities.
(2) Information provided by the Issuer is published unchanged and is available for authorized (registered) persons on the
website of OeKB CSD. OeKB CSD does not accept liability for the content of these publications.
2.6
Issue of Securities held with OeKB CSD as Issuer CSD
(1) Documents for the issue of Securities which will be held and administered by OeKB CSD itself as Issuer CSD are
credited as Securities to the Securities Accounts of Securities Account Holders at OeKB CSD which were taking over the
Securities on delivery by the Issuer after a successful notary examination, provided that payment of the agreed
consideration is made concurrently.
(2) In case the conditions of GCs and TGCs kept with OeKB CSD provide it, the increase of the issue volume of Securities
represented by these documents may be effected by instruction of the Issuer or by instruction of the Controller of
Autenticity (selected by the Issuer) to OeKB CSD to increase the nominal amount or the number of Securities.
Subparagraph 1 applies in this case analogically.
(3) In case the conditions of GCs and TGCs kept with OeKB CSD provide it, the decrease of the issue volume of Securities
represented by these documents may be effected by an instruction of OeKB CSD to decrease the nominal amount or the
number of Securities of the respective Securities.
(4) The amount of the instruction to increase or decrease the issue volume according to paragraphs 2 and 3 will be
examined by OeKB CSD to the effect that the conditions of the Securities allow it and then booked on the Securities
Account at OeKB CSD. While the document is kept in the vault of OeKB CSD, no entries will be made on the document
for the increase or decrease of the nominal amount or the number of Securities. The entries on the change of the status
will be made on the document (continuation sheet) only in the course of delivery.
2.7
Data for Safekeeping and Administration of a Category of Securities
(1) The Issuer and, if applicable, the Paying Agent noted on the Securities documents in accordance with Section 1.2.2.1
(4) are obliged to give OeKB CSD all information required for the safekeeping and administration of the Category of
Securities.
(2) Data required for safekeeping and administration are to be found in Annex Q.
(3) The data must be provided in the manner set out in Annex R.
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3
3.1
Keeping of Securities Accounts
Securities Account Holder
(1) Securities Account Holders may comprise: credit institutions, securities firms, central securities depositories and
central counterparties. OeKB CSD may also admit other legal persons or partnerships with legal personality as Securities
Account Holders.
(2) Every Securities Account Holder needs to maintain at least one euro-Cash Account. When necessary, OeKB CSD will
open for the Securities Account Holder additional Cash Accounts in euro or other currencies.
(3) OeKB CSD may decline first applications for the opening of a Securities Account having made a comprehensive risk
assessment. In that case it informs the applicant in writing of the reasons for the decline.
3.2
Securities Accounts
There are two types of Securities Accounts, which are administered by OeKB CSD in connection with its Securities
Delivery and Settlement system:
(1) Securities Accounts without restraints on disposal to be administered by OeKB CSD (free Securities Accounts)
(2) Securities Accounts with restraints on disposal to be administered and to be tailored to individually designed
contracts by OeKB CSD (Blocked Securities Accounts).
3.3
Opening and Closing of Securities Accounts
(1) Applications to open or close accounts and the notification of changed master data of Securities Accounts shall be
directed to OeKB CSD using forms according to Annex N. Information supplied in the form pursuant to Annex N is laid
out by OeKB CSD as Securities Account master data.
(2) Changes of Securities Account master data have to be notified to OeKB CSD if they cannot be effected in the system
made available by OeKB CSD by the Securities Account Holder himself.
(3) OeKB CSD reserves the right to request further information and documents from the applicant and to collect further
information from organisations which it deems eligible.
3.4
Termination of Keeping Securities Accounts
(1) Upon termination of the Keeping of Securities Accounts, all Securities Accounts will be closed. Section 1.12.1 will
apply.
(2) Any case of termination of a Securities Account relationship does not affect the validity of the GTC for the settlement
of Securities Account- and/or Cash Account- related business. OeKB CSD reserves the right to accept only such orders
during the period of notice which facilitate the closing of a Securities Account and/or Cash Account.
(3) Upon termination of a Securities Account relationship, OeKB CSD is free to determine the date when communication
via electronic data lines between the Securities Account Holder and OeKB CSD is terminated.
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3.5
Type of Safekeeping and Booking on Securities Accounts
(1) Securities of the same Category which are held with OeKB CSD itself or kept by a Depository and are not separated
between Securities Account Holders form the collective Securities holding and are booked into the Securities Accounts
as Collective Clearing Custody (section 4 paragraph 1 Deposit Act).
(2) OeKB CSD determines which Securities are capable of being held in collective Securities custody. Securities which
OeKB regards as incapable of forming part of the collective Securities custody are booked accordingly at OeKB CSD’s
discretion on the Securities Accounts either as Securities which are physically segregated from their own holdings and
from those of third parties Individual Safe Custody (ISC) or as Fiduciary Collective Custody (FCC).
(3) Securities of a Securities Account Holder of the same Category which are held with OeKB CSD itself or kept by a
Depository separated from Securities of the same and of other Categories are booked as ISC (Section 2 paragraph 1
Deposit Act).
(4) Securities of the same Category which are kept by OeKB CSD at a Depository that it elected (see Annex B, column:
“Depository“ / Keeper of Securities Accounts) are booked on the Securities Account as either CCC, ISC, or as FCC (see
next paragraph).
(5) Claims to Securities are booked as FCC into the Securities Account.
(6) Claims to Securities not directed against OeKB CSD as long as the Securities have not been created, delivered or
entered into the books are booked into the Securities Account as Rights.
(7) Booking in CCC means in the case of Securities represented by documents, Co-ownership of the collective Securities
holding of OeKB CSD or of the portfolio of Securities of the same Category which are kept by OeKB CSD at a Depository.
(8) Booking in ISC means ownership by the Securities Account Holder of particular Securities of one Category.
(9) Booking in FCC is made when booking in CCC is not possible.
(10) Booking in Rights means claims for delivery or booking not directed against OeKB CSD, as the case may be, on
creation and Physical Delivery or Book Entry Delivery of Securities, as long as these have not been created and delivered
or booked.
3.6
Delivery of Already Issued Securities, Co-Ownership
(1) Already issued Securities which will be held with and aministered by OeKB CSD itself in its capacity as Issuer CSD
are credited after delivery by the Securities Account Holder to the named Securities Account and successful Securities
Control (Notary Service).
(2) In case of Physical Delivery of Securities at the Securities counter of OeKB CSD the Holder of the Securities Account
on which the Securities will be booked must make the Physical Delivery known in the Securities Delivery and Settlement
System of OeKB CSD (see Appendix I).
(3) In case of Depositories, the delivery on the Securities Account of OeKB CSD is governed by the respective terms of
the Depository. Deliveries may be made physically or by book entry through transfer External Receive Free of Payment
(ERF) from another Securities Account kept by the Depository to the Securities Account of OeKB CSD. In case of
Depositories marked in Appendix B (column: “Instruction Type”), also a delivery External Receive versus Payment (ERVP)
is possible.
(4) The moment when of Co-ownership of CCC-booked Securities arises is
(a) in case Securities are delivered to OeKB CSD, the receipt by OeKB CSD (section 5 paragraph 1 Deposit Act) and
(b) in regard to the holding of OeKB CSD at a Depository, at the time of crediting by OeKB CSD at the latest.
(5) The moment when Co-ownership of CCC-booked Securities ceases is
(a) in case of Securities held with OeKB CSD, delivery from the collective Securities holding by OeKB CSD or change
into the ISC type of custody and
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(b) in regard to the holding of OeKB CSD at a Depository, the change into the FCC or ISC type of custody or upon debiting
by OeKB CSD the latest.
3.7
Delivery to Withdraw
(1) Delivery of physical Securities to withdraw is effected either
(a) at the Securities counter of OeKB CSD simultaneously against signature and handover of the certificate of delivery
to withdraw by the Securities Account Holder or
(b) by a Depository pursuant to its terms and conditions, if OeKB CSD or the Depository keep and deliver Securities of
this Category.
(2) Delivery procedure for withdrawal pursuant to paragraph 1 litera a)
(a) Delivery for withdrawal can only be requested upon presentation of a certificate of delivery for withdrawal duly signed
by OeKB CSD. The certificate of delivery for withdrawal reflects the electronic instruction which determines the
Securities to be withdrawn as well as the Securities Account from which withdrawal shall be made. With one
certificate of delivery for withdrawal only one Securities Category can be disposed of. The honouring of the certificate
of delivery for withdrawal by OeKB CSD has discharging effect and the honouring must be confirmed on the certificate
of delivery for withdrawal by the recipient of the documents to be delivered. Physical Securities are delivered for
withdrawal with a simple list of serial numbers.
(b) The booking date on the Securities Account is the day on which the withdrawal from the collective Securities holding
took place.
(c) The risk of dispatching Securities is borne by the Securities Account Holder. In the absence of other instructions
OeKB CSD determines the kind of dispatch and insures the sending at the cost of the Securities Account Holder.
(d) Notice of defects
(i)
Defects of Securities delivered for withdrawal must be immediately reported in writing by mail. In case obvious
defects are not reported within ten Business Days, and hidden defects not within six months after delivery,
claims resulting from the defect cannot be raised anymore.
(ii) To comply with the time limits of subparagraph (i), it suffices that the notice is posted within the time limit by
registered mail.
3.8
Instructions relating to Credit Balances, Delivery to Withdraw, Finality
(1) Securities Account Holders may dispose of credits on their Securities Accounts and Cash Accounts by giving
instruction to
(a) a) transfer credit balances Internal Deliver Free (IDF) or Internal Deliver versus Payment (IDVP) to another OeKB
CSD Securities Account;
(b) b) transfer credit balances in Securities kept by OeKB CSD with a Custodian on its Securities Account to a
Securities Account maintained by that custodian External Deliver Free (EDF). In regard to Custodians specified in
Annex B (column: “Instruction Types”) deliveries using instruction type External Deliver versus Payment (ERVP) are
also possible;
(c) c)
transfer of cash credit balances in connection with the instruction Receive versus Payment (RVP);
(d) d) have Securities held with another Custodian, Realignment (REAL), if OeKB CSD’s custody contract with the
Custodian includes such Securities;
(e) e)
delivery of Securities physically at the Securities counter of OeKB CSD.
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(2) Securities Account Holders give instructions to OeKB CSD by using OeKB CSD’s settlement system (see Annex I
DS.A).
(3) In the cases listed in Annex B (column: "Preadvice") the Securities Account Holder may give a preadvice before
giving the instruction. Such preadvices do not constitute instructions.
(4) Instructions and preadvices are given to OeKB CSD when received during business hours (Annex A).
(5)
(a) Instructions and preadvices may be cancelled
(i)
by unilateral cancellation of the Securities Account Holder in cases where the counterparty has not placed the
corresponding instruction or preadvice and execution did not yet take place and
(ii) by cancellation of both Securities Account Holders in cases specified in Annex B (column: "Matching
Requirement") where the counterparty has placed a corresponding instruction or preadvice and matching of
instructions or of preadvices or of a preadvice with an instruction took place, but execution did not yet occur.
This rule also applies, for example, to instructions and preadvices made erroneously.
(b) With the beginning of the day of execution; the instructions in the meaning of the Finality Act have been introduced.
From this point in time
(i)
instructions of counterparties pursuant to subparagraph a) may be cancelled, however,
(ii) irrevocability of the instructions in the meaning of the Finality Act occurred vis à vis third parties.
(6) Prior to executing instructions, OeKB CSD will check whether the following requirements are met:
(a) the earliest point in time specified by the Securities Account Holder for processing the instruction is reached;
(b) in cases listed in Annex B (Column: "Matching Requirement"), whether the counterparty has placed a corresponding
instruction;
(c) the Securities Account to be debited shows a sufficient credit balance to cover the transaction;
(d) in case of instructions of the type RVP, it has been ascertained that the cash amount required for the delivery of the
Securities is available to the deliverer;
(e) in case of transfers pursuant to paragraph 1 subparagraph b) and physical withdrawals from a Custodian pursuant
to paragraph 1 subparagraph c), the Custodian issued the confirmations on the execution of the instructions given
by OeKB CSD;
(f) in case of a Blocked Securities Account the required consent of the third party has been granted to execute a disposal
of the Securities Account Holder.
(7)
(a) During the time when OeKB CSD is checking the requirements stated in paragraph 6 and, in case of a positive
outcome, until the end of the subsequent execution of the instruction, OeKB CSD will ensure that the disposed credit
balance on the Securities Account will not be disposed again. This happens either
(i)
by a note of the blocking of disposals at the Securities Account which was disposed of, or
(ii) by transferring the credit balance of the Securities Account which was disposed of to a settlement Securities
Account of the instructing party.
(b) As soon as payment has been made or any other requirement for the execution of the instruction has been fulfilled,
in the case of (i) OeKB CSD will debit the Securities Account from which a transfer is being made. In the case of (ii)
OeKB CSD will debit the settlement Securities Account of the instructing party and execute the transfer of the
Securities balance.
(8) In case the existence of the requirements of paragraph 6 has been positively checked, OeKB CSD will execute the
instruction and confirm this to the instructing party using the means of communication stated in Annex B (column: "Means
of Communication") which the instructing party had used to give the instruction.
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(9) In case one of the requirements pursuant to paragraph 6 subparagraphs c), d) or e) for the execution of an instruction
has not been met, OeKB CSD will not execute the instruction. It will continue to check the requirements pursuant to
paragraph 6, unless the instruction has been cancelled pursuant to paragraph 5 subparagraph a), until the instruction is
executed pursuant to paragraph 8 or until the expiration of the period of validity of the instruction pursuant to Annex B
(column: "Period of Validity of Instruction”).
(10) OeKB CSD decides which of several instructions of a Securities Account Holder for the same Category of Securities
will be executed, in case the Securities Account does not have a sufficient credit balance to cover all transactions.
Instructions will be executed in full; there will be no partial execution.
(11) In case an instruction of the type IDVP pursuant to paragraph 1 subparagraph a) or an instruction of the type IRVP
pursuant to paragraph 1 subparagraph e) is not executed during a Business Day pursuant to paragraph 9 and its period
of validity pursuant to Annex B (column: "Period of Validity of Instruction") has not yet expired by the end of this Business
Day, OeKB CSD will charge lump-sum interest on arrears pursuant to Annex B (column: "Lump-sum Interest on Arrears")
for every such Business Day. The interest on arrears will be debited on behalf of the other counterparty to the account of
the counterparty on whose side the requirements of paragraph 6 subparagraph c) or d) have not been met and credited
to the Cash Account of said other counterparty.
3.9
Revocation of Prohibition to Dispose
Prohibitions to dispose pursuant to Section 3 paragraph 8 subparagraph 7 litera a) of Securities held with OeKB CSD
will deemed removed by the end of the business hours (Annex A) of the scheduled day of execution until the beginning
of the business hours on the next following Business Day at which time the execution of the instructions will be
continued pursuant to section 3 paragraph 8 subparagraph 7 litera b).
3.10 General Provisions Regarding the Administration of Securities
3.10.1 Information forwarded by OeKB CSD
(1) OeKB CSD forwards certain information pertaining to Securities kept and administered to inform Securities Account
Holders with credits in the respective Securities in case such information has been provided by the Issuer or by the Paying
Agent pursuant to Section 2 paragraph 7 by the Depository. OeKB CSD does not consider any other information
publications.
(2) Information to be forwarded is, for example, the payout of proceeds such as interest and dividend payments,
redemptions, corporate actions that affect every holder of the Securities, such as splits and capital decreases, corporate
actions, in which participation is optional for the holders of the Securities such as the exercise of subscription rights, and
cash- or exchange offers as well as “class actions”.
(3) In case of convertible bonds, warrants, certificates and other structured products only information of the maturity
date will be forwarded to Securities Account Holders.
(4) OeKB CSD neither verifies the completeness or accuracy of information to be forwarded nor does it translate it into
other languages.
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3.10.2 Procedure for Forwarding Information
(1) OeKB CSD will forward information pursuant to Section 3 paragraph 10 subparagraph 1 in accordance with the status
of a Securities Account through the system according to Annex D as non-binding preadvice to the Securities Account
Holders with credits in the respective Securities.
(2) In regard to corporate actions where an instruction to participate in the corporate action pursuant to Section 3
paragraph 12 subparagraph 3 may be given, the information will be forwarded to the Securities Account Holders by the
system according to Annex D at the start of business on the day before as well as on the start of business on the day of
the deadline specified in Section 3 paragraph 10 subparagraph 3.
3.10.3 Deadlines for Giving Instructions to OeKB CSD
(1) OeKB CSD will provide the Securities Account Holders with information relating to an event pursuant to Section 3
paragraph 10 subparagraph 1 together with the respective point in time when the Securities Account Holder must give
instructions to OeKB CSD.
(2) Any disadvantages resulting from instructions not given in time shall be borne by the Securities Account Holders.
3.10.4 Providing Documentary Evidence and Certificates as a Prerequisite to Redeem
Due Assets or to Process Corporate Actions
If as a prerequisite for the redemption of assets falling due or for the processing of Corporate Actions, certain evidence
and certificates must be provided, the Securities Account Holder must provide such evidence and certificates. OeKB
CSD will organise the redemption of assets falling due or the processing of corporate actions with its Custodian to the
extent as the corresponding evidence and certificates have been provided.
3.11 Proceeds
3.11.1 Redemption upon Maturity
(1) In case of Securities held with OeKB CSD itself, with the exception of Austrian registered shares 1, OeKB CSD will
redeem assets falling due according to the procedure of Section 2 paragraph 2 unless the Securities Account Holder
gave instruction not to redeem. In case due assets cannot be redeemed or cannot be redeemed in full on the maturity
date, OeKB CSD will again attempt redemption on the three following consecutive Business Days.
(2) In case of Securities kept by OeKB CSD with a Custodian, OeKB CSD has the right to claim vis-à-vis the Custodian
redemption of due assets and to a credit of the amounts procured.
1
24
Proceeds on Austrian registered shares must be disbursed by the Issuer pursuant to Section 61 paragraph 1 number 3 Companies Act to the
person registered in the register of shareholders using the cash account registered in the register of shareholders.
3.11.2
Instructions Not to Redeem Assets Due which are Held with OeKB CSD Itself or
to Redeem them Without Deduction of Withholding Tax (Breakdown Instruction)
Instructions not to redeem at all a certain amount of Securities of a particular Category which is held with OeKB CSD
itself, or to redeem due assets without deduction of withholding tax, may be given by Securities Account Holders to
OeKB CSD pursuant to procedure and point in time of Annex E. Assets which are not redeemed by OeKB CSD in
accordance with the instruction will in the following be treated in the same way as assets of the same Category which
have been redeemed, and OeKB CSD thus deems them to be redeemed.
3.11.3 Credit of the Amounts Procured
(1) The passing on of amounts received in the course of a redemption is made to the Securities Account Holders in
proportion to the credit balances booked on the Securities Accounts at the beginning of business on the respective Ex
date or, as relevant, at the end of business on the respective Record Date taking into account instructions received
pursuant to Section 3 paragraph 11 subparagraph 2 and 3 paragraph 11 subparagraph 5.
(2) These amounts will be passed on to the Securities Account Holders pro rata to the credits, even if the amount
received in the process of redemption does not correspond to the amount due.
(3) OeKB CSD arranges for the amounts due to be credited to the Cash Account of the Securities Account Holder.
(4) OeKB CSD credits the amounts on the Cash Accounts of the Securities Account Holders at the earliest at the times
specified in Annex F, subject that confirmation of the remittance in favour of OeKB CSD has been made to OeKB CSD at
the latest at the points in time referred to in Annex F.
(5) Compensation for an eventual period between the pay out of the amount by OeKB CSD and the coupon-,
disbursement- or redemption day is not possible. Alike, a credit prior to the Ex-Day or, where appropriate, the Record
Date is excluded.
3.11.4 Currency Conversions
In case the pay-out currency is not a currency referred to in Annex F, OeKB CSD procures that the proceeds will be
credited in euro.
3.11.5 Instructions Not to Redeem Matured Assets Which are Held by OeKB CSD with a
Depository or to Redeem Them Considering a Reduced Withholding Tax Rate.
(1) If considered administrable by OeKB CSD and if respective agreements have been made with Custodians or tax
representatives of OeKB CSD, it will be possible for a Securities Account Holder not to have payments of proceeds made
or to have a reduced withholding tax rate applied. Securities Account Holders need to give instructions to allocate credits
to their Securities Accounts according to the applicable withholding tax rate according to the procedure and at the time
specified in Annex E.
(2) OeKB CSD will have the redemption of Securities made in accordance with the allocation instructions given by the
Securities Account Holders. OeKB CSD will not be liable for withholding taxes retained by a Custodian or a tax
representative in breach of allocation instructions.
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3.11.6 Settlements
For each credit booked on a OeKB CSD-Securities Account at the start of business on the respective Ex-day, or, as
appropriate, at the close of business on the respective Record Date, OeKB CSD will set up a settlement information for
each asset redeemed and each amount received by OeKB CSD. The settlement information will be set up on the same
day when the amount was received, if the receipt occurred at the latest on the time shown in Annex F; otherwise the
settlement information will be set up on the following Business Day. The settlement information will be made available
to OeKB CSD Securities Account Holders through means of communication stated in Annex G.
3.11.7 Compensations
(1) Proceeds of Securities for which an instruction pursuant to Section 3 paragraph 8 subparagraph 1 litera a) was given
prior to the Ex-day, and which is executed on Ex-day or afterwards, will be cleared on execution of that instruction
according to Annex P.
(2) Proceeds of Securities for which an instruction was given prior to the Ex-day or Record Date pursuant to Section 3
paragraph 8 that will be executed on Ex-day or Record Date or afterwards, will, if compensated by the Custodian, also be
compensated by OeKB CSD.
3.12 Corporate Actions
3.12.1 Technical Measures Relating to Securities
(1) OeKB CSD will carry out technical measures relating to corporate actions for Securities held with OeKB CSD itself
(e.g. credit or debit of subscription rights, credit of bonus shares), if it has received the necessary means therefor.
(2) If Securities are held in custody with a Custodian, OeKB CSD is entitled to require the Custodian to take all measures
linked with corporate actions as are offered by the respective Custodian.
3.12.2 Credits and Debits on Securities Accounts and Cash Accounts Linked with
Corporate Actions affecting every Holder of the Securities (Mandatory Corporate
Actions)
(1) In case of Securities which OeKB CSD holds itself, OeKB CSD will credit and debit Securities Accounts and Cash
Accounts as a consequence of Corporate Actions according to the credits on the Securities Accounts at the start of
business on the Ex-day or, if appropriate, at the close of business on the Record Date.
(2) In case of Securities which OeKB CSD keeps with a Custodian, OeKB CSD will credit and debit Securities Accounts
and Cash Accounts with the amounts falling due in the course of Corporate Actions, according to the credit on the
Securities Account that was booked at the start of business on the respective Ex-day or, if appropriate, at the close of
business on the Record Date to the extent that it received credits and debits at its Custodian. The credits and debits on
OeKB CSD Securities Accounts and Cash Accounts will be booked on the same day as the credits and debits on the
Securities Account and Cash Account which OeKB CSD holds with the Custodian, if these bookings have been confirmed
by the Custodian to OeKB CSD prior to the deadline stated in Annex F. Otherwise, the Securities Account and Cash
Account will be credited or debited the following Business Day.
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3.12.3 Instructions to OeKB CSD to Participate in Corporate Actions
In case of corporate actions in which participation is optional for the holders of the Securities, the Securities Account
Holder may instruct OeKB CSD, enclosing all required documents, to participate in the corporate action to the extent of
the participating holdings administered by it. The means required therefore have to be timely procured to OeKB CSD by
the Holder of the Securities Account. Such instructions will be given to OeKB CSD according to the proceedings in
Annex E and cannot be canceled after OeKB CSD instructed the subscription agent or the Custodian. This applies e.g.
also to instructions which were given erroneously to OeKB CSD.
3.12.4 Settlements
For every credit booked on a OeKB CSD-Securities Account at the start of business on the Ex-day or, if appropriate, at
the end of business on the Record Date, OeKB CSD will set up a settlement information for each corporate action. The
settlement information will be made on the same day as the credit or debit of the amount of money or of the Securities
in favour of OeKB CSD, if these have been confirmed to OeKB CSD until the moment in time listed in Annex F;
otherwise at the next following Business Day. The settlement information is available for OeKB CSD-Securities Account
Holders through the means of communication according to Annex G.
3.12.5 Compensations
(1) Claims derived from corporate actions relating to Securities for which an instruction has been made pursuant to
Section 3 paragraph 8 prior to Ex-day and which is executed on Ex-day or afterwards will stay with the supplier of the
Securities. Potential claims must be settled by the Securities Account Holders involved.
(2) Claims derived from corporate actions relating to Securities for which an instruction has been made pursuant to
Section 3 paragraph 8 which is executed on Ex-day or Record Date or afterwards, will, if compensated by the Custodian,
also be compensated by OeKB CSD.
3.13 Proxy Services
3.13.1 Passing on of Certificates of Holdings to the Company pursuant to Section 10a in
connection with Section 111 Company Act (“CA”)
Certificates of holdings, issued by banks pursuant to Section 10a Company Act (“CA”), which have been sent by
Securities Account Holders (with OeKB CSD) will be passed on pursuant to Section 111 paragraph 2 CA by OeKB CSD
to the company, if linked with an instruction to vote by proxy. Such certificates of holdings must be sent to OeKB
according to Annex M.
3.13.2 Proxy Voting at General Assemblies of Companies whose Shares are held with
OeKB CSD itself
(1) If OeKB has, pursuant to Section 113 paragraph 1 CA, been authorized, in a form prescribed by the company, by a
shareholder to act as proxy and has received specific instruction to every item of the agenda how to vote, it will participate
in the general meeting on behalf of the shareholder and will exercise the voting right according to the instructions
(received in the form specified in Annex E).
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(2) Such powers of attorney need to be sent to OeKB CSD by the holder of a Securities Account with OeKB CSD on
which the corresponding number of shares of this Category is booked and needs to be received on the fifth Business Day
prior to the general meeting at the latest (see Annex O).
3.13.3 Proxy Voting at General Assemblies of Companies whose Shares are held by a
Depository of OeKB CSD
For shares which are held by a Depository of OeKB CSD, OeKB CSD will, having received his istruction, assist the
Holder of the Securities Account on which shares of the respective Category are booked, in obtaining the documents
required to participate in the general meeting.
3.14 Miscellaneous Measures for Securities Administration
3.14.1 Redemption through Delivery of Other Securities
For Securities redeemed by the delivery of other Securities the rules of Section 3 paragraph 11 subparagraph 1 sub
subparagraphs (1) and (2) and Section 3 paragraph 14 subparagraph 2 apply analogical. Except from this kind of
redemption are Securities whose redemption shall be made by the delivery of Securities that cannot be accepted for
safekeeping by OeKB CSD (see Section 1 paragraphs 2 and 3).
3.14.2 Instructions to Exercise Options or Convert Convertible Bonds
(1) OeKB CSD will accept instructions in accordance with the procedures set out in Annex E to exercise
warrants/convert convertible bonds and will forward these instructions to the Issuer or to the agent authorized by the
Issuer for the exercise of these options. At the same time, OeKB CSD will debit the Securities Account of the instructing
party with the corresponding number of warrants/convertible bonds and will transfer these to the Issuer or to the agent
appointed by him for the exercise of the warrants/conversion of the convertible bonds.
(2) After execution of the instructions OeKB CSD will set up a settlement and send it to the instructing party in
accordance with the procedure set out in Annex G. OeKB CSD will carry out the corresponding transfers of money and
Securities according to the instructions.
(3) Except from paragraph 1 are warrants, convertible bonds and similar products where the Securities to be delivered
on exercise or conversion cannot be held with OeKB CSD (see Annex C).
3.14.3 Instructions to Buy or Sell Subscription Rights
(1) In accordance with the procedure set out in Annex E OeKB CSD will accept instructions to buy or sell subscription
rights which are connected with a current corporate action.
(2) A broker or a Custodian may be instructed with the execution, provided it offers such services. OeKB CSD will not
be responsible for detrimental consequences of the price, the Value Date or the stock exchange selected by a broker or
a Custodian.
(3) The sale or purchase of subscription rights traded on the Vienna Stock Exchange will be executed at the Vienna
Stock Exchange.
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(4) As soon as the orders to buy or sell subscription rights have been executed, OeKB CSD sets up a settlement
information and sends it to the instructing party according to the procedures in Annex G. OeKB CSD will carry out the
resulting transfers of money or Securities according to the instructions.
3.14.4 Remaining Fractions of Securities on the Securities Account of the Holder of a
Securities Account
(1) OeKB CSD will accept instructions according to the procedures set out in Annex E to buy or sell fractions of Securities
and will attempt to obtain the execution of such instructions at the settlement agent.
(2) Such instructions will be accepted till end of the day prior to the deadline set by the settlement agent.
(3) In case the settlement agent has not set a deadline, OeKB CSD will accept such instructions at the latest at the end
of the third Business Day after the Value Date of the execution of the corporate action.
(4) OeKB CSD is not liable for detrimental consequences of the price and Value Date accorded, nor for the stock
exchange selected by the settlement agent.
3.15 Information on and Certificates of Securities Account Balances, Credits of
Securities and Movements on Securities Accounts
Information on and confirmations of Securities Account balances, credits of Securities and movements on Securities
Accounts will be made available according to Annex H.
3.16 Third Party Presumption, Right of Retention
(1) Unless otherwise notified in writing by the Securities Account Holder, OeKB CSD will deem the Securities booked on
its Securities Accounts to be owned by a third party and the Securities Account Holder does not have any rights to said
Securities.
(2) OeKB CSD will not exercise its statutory right of retention, lien or compensation against Securities and Cash Account
Holders.
3.17 Preservation of the Securities held in Giro Collective Custody
OeKB CSD will, insofar as necessary to preserve the giro collective Securities holding, exercise the rights of the coowners against third parties.
3.18 Allocation of Losses
(1) Losses to the Giro Collective Custody of OeKB CSD, and losses to Securities holdings of OeKB CSD at one of its
employed Depositories, which OeKB CSD is not liable for, need to be collectively borne by the co-owners in proportion
to their shares in the collective Securities holding. The proportion shall be determined on the basis of the shares held at
the time at which OeKB CSD became aware of and verified the losses. OeKB CSD determines with binding effect the
share of losses for all Securities Account Holders. The determination will require a written confirmation by OeKB’s bank
auditor.
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(2) OeKB CSD will allocate the losses in the way that it either reduces proportionally the holdings affected by the losses
or it purchases Securities in the amount of the losses occured, charges the purchase price proportionally to the Securities
Account Holders participating in the losses and credits the actual pieces to the Securities Accounts involved.
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4
4.1
Keeping of Cash Accounts
Cash Account Holder
(1) Cash Account Holders may comprise: Securities Account Holders and Issuers. OeKB CSD may also admit as Cash
Account Holders other legal persons or partnerships with legal personality.
(2) OeKB CSD may decline first applications for the opening of a Cash Account having made a comprehensive risk
assessment. In that case it informs the applicant in writing of the reasons for the decline.
4.2
Use of Cash Accounts
(1) OeKB CSD keeps Cash Accounts for Cash Account Holders whose use is limited to the business of a Central
Securities Depository.
(2) Cash Accounts may be kept in currencies mentioned in Annex F.
4.3
Opening and Closing of Cash Accounts
(1) Applications for opening or closing of Cash Account and notices of changed master data of Cash Accounts shall be
directed to OeKB CSD, using forms according to Annex N. Information supplied in the form according to Annex N will be
used by OeKB CSD as Cash Account master data.
(2) Changes of Cash Account master data have to be notified to OeKB CSD if they cannot be made by the Cash Account
Holder himself in the system made available by OeKB CSD.
(3) OeKB CSD reserves the right to request further information and documents from the applicant and to collect further
information from organisations which it deems eligible.
4.4
Termination of Keeping Cash Accounts
(1) Upon termination of the keeping of a Cash Account by the Cash Account Holder or by OeKB CSD, all Cash Accounts
of the Cash Account Holder will be closed. Section 1 paragraph 12 subparagraph 1 applies.
(2) In any case of termination of the keeping of a Cash Account, the GTC stay valid for the processing of pending business
over the Securities and/or Cash Account. OeKB CSD reserves the right to accept only such instructions during the period
of notice which facilitate the closing of the Securities Account and/or the Cash Account.
(3) In case of a terminated Cash Account relationship, OeKB CSD is free to determine the date when communication via
electronic data lines between the Cash Account Holder and OeKB CSD will be terminated.
4.5
Endowment of Cash Accounts
The endowment of Cash Accounts at OeKB CSD is effected by prompting a credit on the Cash Account of OeKB CSD
designated for this purpose and specified in Annex S.
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4.6
Dispositions over Credits on Cash Accounts with OeKB CSD
Credits on a Cash Account held with OeKB CSD can be disposed of by the following instructions:
(1) Instruction of the type RVP upon payment through a Cash Account at OeKB CSD pursuant to Section 3 paragraph
8 subparagraph 1 litera c).
(2) Instruction pursuant to Annex T.
(3) Standing instruction to automatically skim the account balance at the end of a Business Day on a euro Cash Account
to the Cash Account with OeNB notified OeKB CSD for this purpose by the Cash Account Holder.
4.7
No Account Balances Overnight on Cash Accounts
(1) Account balances on Cash Accounts cannot stay overnight. Except are
a)
a cap of EUR 2,000 on a EUR Cash Account to be specified by the Cash Account Holder for settlement of fees
for keeping the account and
b)
on Cash Accounts for foreign currencies such amounts which serve to make payment on the following day for a
Securities transaction.
(2) The Cash Account Holder has to dispose of an eventually exceeding account balance before the end of the day.
a)
The Cash Account Holder must give for each EUR Cash Account instruction pursuant to Section 4 paragraph 6
subparagraph 3 to transfer amounts exceeding the cap to an account kept with OeNB.
b)
The Cash Account Holder must dispose of credits on foreign currency accounts which exceed amounts pursuant
to Section 4 paragraph 7 subparagraph 1 alinea b) by way of instruction pursuant to Section 4 paragraph 6
subparagraph 2).
4.8
No Overdraft Facilities on Cash Accounts
Payment orders will only be executed if the Cash Account shows a sufficient account balance.
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33
Strauchgasse 3
1010 Vienna, Austria
Tel. +43 1 531 27-2100
csd@oekb-csd.at
www.oekb-csd.at