The term is not limited to a specific period.

The object of the Company is to operate as a management holding company, in particular the acquisition and administration of companies and holdings, the management of companies and holdings belonging to the POLYTEC Group and the performance of services for these (group services), and also the performance generally of services in the management consulting sector.

The Company shall be entitled to perform all such business transactions and to take all such measures as appear necessary or useful for achieving the company's purpose, in particular for the establishment of regional offices and subsidiaries at home and abroad, for the acquisition of and the participation in other companies and businesses, for taking over the management and representation of such companies and businesses, and the rental and leasing of economic goods.

The Company shall not be entitled to engage in banking business.

Announcements by the company shall appear in the "Wiener Zeitung".

The equity capital of the Company amounts to € 22.329.585,00 and is divided into 22.329.585 individual shares at the nominal amount of € 1.00 each.

All shares are made out to bearer.

If in the case of a capital increase the resolution in favour of the increase does not specify whether the shares are made out to bearer or are registered, these shall also be made out to bearer.

The board of directors shall be authorised for at most 5 years after the day of entering the amendment to the articles of association into the commercial register upon approval by the supervisory board to increase the share capital of the company up to € 33,494,377.00 (Euro thirty three million four hundred ninety four thousand three hundred seventy seven), at best in several tranches, against contribution in cash or contribution in kind up to the nominal value of € 11,164,792.00 (Euro eleven million one hundred sixty four thousand seven hundred ninety two) by issuing up to 11,164,792 (eleven million one hundred sixty four thousand seven hundred ninety two) new shares registered in the name of the shareholders at a nominal value of € 1.00 (Euro one) each at a minimum issue amount of € 1.00 (Euro one) each and to determine the issue price as well as the conditions of issue in consultation with the supervisory board (authorized capital). Furthermore, the board of directors shall be authorised to bar the subscription right of the shareholders upon approval by the supervisory board if the share capital (i) will be increased against contribution in kind of companies, undertakings, parts of undertakings or shares in one or more companies at home or abroad or (ii) will be increased against contribution in cash and the new shares shall be acquired by a credit institution within the meaning of § 153 Para. 6 AktG [Austrian Stock Corporation Act] with the obligation to offer them to shareholders for subscription. The supervisory board shall be authorised to decide amendments to the articles of association resulting from share issue from the authorized capital.

Form and content of the share certificates, the interim certificates, the dividend and renewal coupons, the bonds and other securities to be issued by the Company shall be defined by the Executive Board.

The Company shall be entitled to combine several shares in one certificate (global share). Insofar as the Company is not bound to individual documentary confirmation pursuant to other legal requirements, the claim of the shareholder to individual documentary confirmation shall be excluded in accordance with s.10(6) AktG.

The organs of the Company are:

The Executive Board shall comprise one, two, three, four or five persons. The appointment of deputy board members shall be permitted. Only persons who have not yet reached the age of 65 years shall be eligible for appointment to the Executive Board.

The Supervisory Board shall stipulate the distribution of the business dealings in the Executive Board and the business dealings which - in addition to the cases prescribed by law (s.95(5) AktG) - require its approval; insofar as this is stipulated by law (s.95(5)1,2,4,5 & 6 AktG) the Supervisory Board shall also set limits for the amount up to which approval of the Supervisory Board is not required. The Supervisory Board shall issue Rules of Procedure for the Executive Board.

The Executive Board shall conduct the business of the Company in compliance with the law, the Articles of Association and the Rules of Procedure to be decided by the Supervisory Board.

The Executive Board shall pass its resolutions with a simple majority. If the Supervisory Board has appointed a member of the Executive Board as chair of the Executive Board, this member shall have a casting vote in the event of a tie.

If the Executive Board consists of one person, the Company shall be represented by same; if the Executive Board consists of several persons, by two members of the Executive Board jointly or by one member of the Executive Board together with a Prokurist (person holding commercial power of attorney).

The Supervisory Board shall be empowered to stipulate that individual power of attorney be granted to individual or to all members of the Executive Board.

The Supervisory Board shall comprise a minimum of three and a maximum of six members elected by the General Meeting of Shareholders.

Insofar as they are not elected for a shorter term, the members of the Supervisory Board shall be elected for the period up to the end of the General Meeting of Shareholders during which the vote of formal approval is passed for the fourth business year after the election, not including the business year during which the election took place. Re-election shall be permitted. Only persons who have not yet reached the age of 75 years shall be eligible for election to the Supervisory Board. Appointment of the first Supervisory Board shall be subject to s.87(4) AktG.

Any member of the Supervisory Board shall be able to resign from their function after giving four weeks notice to the chair by means of registered letter. Any substitute who may be elected shall be appointed only for the remaining period of office of the resigning member.

After the end of the General Meeting of Shareholders in which all members of the Supervisory Board to be elected by it were newly elected, the Supervisory Board shall hold a meeting without special invitation during which it shall elect from its members a chair and a deputy chair for the entire duration of the period of office of the Supervisory Board. The chair and the deputy chair shall form the presiding committee of the Supervisory Board.

In the event the chair of the Supervisory Board or its deputy chair leave during the period of office, the Supervisory Board shall hold a re-election.

The Supervisory Board shall be able to appoint committees from among its members and grant specific powers to these committees.

The Supervisory Board shall draw up Rules of Procedure for itself.

The Supervisory Board shall be convened by the chair or by the deputy chair in writing, by telephone, by telegram, by telefacsimile or by e-mail.

The presence of at least three of the members elected by the General Meeting of Shareholders shall be necessary for the Supervisory Board to have a quorum. The mutual representation of members of the Supervisory Board pursuant to s.95(6) AktG shall be allowed. The meeting shall be led by the chair, or by the deputy chair if the chair is absent.

The passing of resolutions by written or telephone voting or by voting via telefacsimile or secure electronic signature in the sense of s.4 Signaturgesetz (Signature Act) or a similar comparable method shall be allowed on condition that no member of the Supervisory Board objects to this procedure. The chair (or the deputy chair if the chair is prevented from doing so), by means of registered letter or telefacsimile, shall notify the remaining members of the Supervisory Board of the issue to be decided, with the request to state their position within a time limit of at least three days from receipt of the request. If no position is stated within the time limit, this shall be deemed to be a vote against the resolution. Any objection against a voting procedure of this kind must be addressed to the organiser of the vote in writing or by telefacsimile within the same time limit. The timeliness of the objection and the statement of position shall be determined by the time of arrival of the respective declaration at the organiser of the vote.

Persons who are not members of the Supervisory Board may take part in meetings of the Supervisory Board and its committees in place of Supervisory Board members if the member has given them written authorisation to do so. They can also hand over written votes from the members of the Supervisory Board.

The Supervisory Board shall pass its resolutions by simple majority of the members present or represented; however, by unanimous resolution of the Supervisory Board it may also be stipulated in the Rules of Procedure of the Supervisory Board that resolutions must be passed unanimously. In the case of a tie the vote of the leader of the meeting shall decide. Agreements, in particular consultancy agreements, between the Company and individual members of the Supervisory Board or firms close to them shall require the agreement of the entire Supervisory Board, with the exception of business dealings of everyday life. The leader of the meeting shall decide on the method of voting. These provisions shall apply analogously for votes in writing, voting via telefacsimile, voting by means of secure electronic signature or voting by other corresponding methods.

Minutes shall be taken of the discussions and resolutions of the Supervisory Board and shall be undersigned by the chair or deputy chair. Resolutions passed outside meetings shall be presented during the next meeting of the Supervisory Board and recorded in the minutes.

The Supervisory Board shall be authorised to decide amendments to the Articles of Association that only affect the constitution.

Statements of intent by the Supervisory Board and its committees shall be declared by the chair of the Supervisory Board or by the deputy chair if the chair is prevented from doing so.

In addition to the statutory requirements, the Supervisory Board can define the reporting duty of the Executive Board in greater detail. In particular the Supervisory Board may require that as part of its reporting duty the Executive Board shall prepare profit and loss accounts, investment plans and other plan calculations, plan balances and financial plans of a kind and scope to be defined in detail by the Supervisory Board and must submit these regularly to the Supervisory Board or the chair of the Supervisory Board.

The members of the Supervisory Board must maintain silence about the facts and circumstances becoming known to them in the course of their work. This obligation of secrecy shall apply regardless of whether knowledge of these circumstances and facts is accessible to other persons or not. Members of the Supervisory Board are also forbidden to pass on documents received by them or prepared by them in the course of their work to third parties who are not members of the Supervisory Board. Persons present at meetings of the Supervisory Board who are not members themselves shall also be explicitly bound to secrecy.

The members of the Supervisory Board shall be reimbursed for expenses incurred in the course of their work. The General Meeting of Shareholders may also pass a resolution awarding them an additional emolument, the amount of which shall be decided by the General Meeting of Shareholders in compliance with s.98 AktG. The Company shall bear the costs arising from the emoluments of the Supervisory Board.

ANNUAL MEETING OF SHAREHOLDERS:

The General Meeting of Shareholders shall be convened by the Supervisory Board or the Executive Board. Convening shall be published in accordance with Article 18; publication shall take place at least three weeks before the General Meeting of Shareholders.

The General Meeting of Shareholders shall be held at the registered office of the Company, or in a district capital in Upper Austria or an Austrian provincial capital, as stated in the invitation.

If shares or interim certificates have been issued, only those shareholders are entitled to attend the General Meeting of Shareholders who within the time limits specified in the following clauses have deposited their shares (interim certificates) during business hours until the end of the General Meeting of Shareholders at the Company, at an Austrian notary public, at the main branch of a domestic bank or at a different domestic or foreign bank specified in the invitation to the General Meeting of Shareholders.

Deposit must take place sufficiently early that there are at least three workdays between the day of deposit and the day of the General Meeting of Shareholders. At least fourteen days since the convening of the General Meeting of Shareholders must be available to the shareholder for depositing their shares, not counting the day on which the General Meeting of Shareholders is announced. If the final day of this time limit falls on a Sunday or public holiday, the following workday must also be available for deposit. In the sense of these provisions, Saturdays, Good Friday and the 24th (twenty-fourth) and 31st (thirty-first) December shall be deemed public holidays and not workdays.

The deposit shall also be deemed properly done if with the agreement of the/a place of deposit the shares are locked for them at other banks until the end of the General Meeting of Shareholders.

The places of deposit must submit the confirmation of completed deposition to the Company no later than one day after expiry of the time limit for deposit.

If shares (interim certificates) have not been issued, the conditions under which the shareholders are entitled to attend the General Meeting of Shareholders must be stated on the invitation to the General Meeting of Shareholders.

The right to vote corresponds to the nominal amount of the shares.

Exercising the right to vote via persons with power of attorney shall be permitted only with written power of attorney, that shall be retained by the Company. In the case of exercising the right to vote pursuant to s.114(4) AktG the requirement for retention of the power of attorney by the Company shall not apply.

The General Meeting of Shareholders shall be led by the chair or deputy chair of the Supervisory Board. If neither of these is present or willing to lead the meeting, the meeting shall be led by the notary called in to authenticate the minutes until a chair has been elected.

The chair shall lead the meeting and shall decide the order of the items on the agenda and the voting procedure.

The Company is entitled to make sound and video recordings of the General Meeting of Shareholders.

With regard to the necessary majorities for passing a resolution in the General Meeting of Shareholders, the statutory requirements shall apply with the following exceptions: The General Meeting of Shareholders shall decide by a simple majority of the votes cast on the dismissal of members of the Supervisory Board pursuant to s.87(3) AktG. The General Meeting of Shareholders shall decide on a capital increase by a simple majority of the equity capital represented at the passing of the resolution.

Every business year shall run from 1st (first) January until the following 31st (thirty-first) December.

During the first five months of the business year the Executive Board shall prepare the financial statements for the preceding business year, including notes, the consolidated financial statements for the group and an annual report, and after inspection by the auditors of the financial statements shall submit these to the Supervisory Board together with a recommendation for distribution of profits.

The General Meeting of Shareholders shall pass a resolution annually during the first eight months of the business year on the distribution of the net profit for the year, approval of the activities of the Executive Board and Supervisory Board, the election of the auditors of the financial statements and, in cases required by law, on the formal approval of the annual financial statements (Ordinary General Meeting of Shareholders).

The General Meeting of Shareholders shall decide on the use of the net profit for the year. The net profit to be distributed among the shareholders shall be divided in proportion to the nominal value of the shares contributed. Contributions made during the course of the business year shall be accounted for in proportion to the time that has elapsed since the contribution was made. When new shares are issued, it shall be possible to define a ruling deviating from this.

If the General Meeting of Shareholders has not decided differently, share in profits shall be due for payment fourteen days after the date of the General Meeting of Shareholders.

Any shareholders´ share in profits that has not been collected within three years of the due date for payment shall become void and shall be credited to the statutory reserves of the Company.