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Admission to listing or inclusion in trading

1. Admission to Listing According to the Stock Exchange Act

The admission to listing to the Official Market and to the Second Regulated Market is defined in the Austrian Stock Exchange Act. The Official Market and the Second Regulated Market differ mainly as regards the quality of the admission criteria.

1.1 Admission criteria according to the Stock Exchange Act (SEA)

 

Regulated Markets

  Official Market
  Art. 66 SEA

Second Regulated Market
Art. 68 SEA

Total nominal value Min. EUR 2.9m Min. EUR 725,000
Free float nominal value Min. EUR 725,000 (par value shares)
Min. EUR 181,250
Free float in no. of shares Min. of 10,000 no-par-value shares
Min. of 2,500 no-par-value shares
Period of existence Min. of 3 years Min. of 1 year
Financial statements For the three preceding full business years For the preceding full business year
Prospectus Pursuant to Art. 74 Stock Exchange Act Pursuant to Art. 74 Stock Exchange Act

 

The Admission Application and Admission Procedures at Wiener Börse

The exchange operating company decides on the admission to the Official Market and Second Regulated Market by issuing an official notice on application. The admission application must be submitted in writing by the issuer and must be co-signed by an exchange member. The application must be accompanied, among other things, by a current excerpt from the Companies Register, the current company by-laws, the company’s compliance guidelines and an approved prospectus in two counterparts in accordance with Article 74 Stock Exchange Act.

1.2 Ongoing Disclosure Obligations Pursuant to the Stock Exchange Act

  Regulated Market
(Official Market and S
econd Regulated Market )
Publication of financial statements
(audited)
At the latest, 4 months after the end of the reporting period pursuant to Article 82 par. 8 Stock Exchange Act, accounting according to IFRS (for consolidated statements) 
Publication of half-year financial statements At the latest, 2 months after the end of the reporting period pursuant to Article 82 par. 8 Stock Exchange Act, accounting according to IFRS (for consolidated statements)
Publication of interim reports or quarterly
reports for 1Q and 3Q
Interim reports: At the latest 6 weeks after the end of the reporting period pursuant to Art. 82 par. 8 Stock Exchange Act or optionally quarterly reports: At the latest 2 months after the end of the reporting period  according to IFRS (for consolidated statements)
Ad hoc disclosure Yes, written advance notification to Wiener Börse and FMA and disclosure pursuant to Art. 82 par. 8 Stock Exchange Act
Measures to prevent inside dealings
(Compliance Decree for Issuers)
Yes, Decree issued by FMA
Directors’ dealings,
Mandatory reporting of any changes to shares held by members of corporate bodies and senior management
Yes, within 5 days after the threshold of EUR 5,000 is reached
Changes to major holdings
(Art. 93 Stock Exchange Act)
Publication within 2 trading days pursuant to Art. 82 par. 8 Stock Exchange Act
Stock buyback program
(Art. 93 Stock Exchange Act)
Yes, immediately pursuant to Art 82 par. 8 Stock Exchange Act

2. Inclusion in Trading in the Third Market

In addition to the possibility of admission to listing on the Official Market or Second Regulated Market, shares may also be included in trading in the Third Market. The inclusion of shares in trading on the Third Market is regulated by separate General Terms and Conditions of Business of Wiener Börse AG (Rules for the Operation of the Third Market).

Trading in financial instruments on the Third Market shall not require any formal admission procedures to exchange trading. The requirements of the Stock Exchange Act regarding financial instruments admitted to trading on a regulated market, in particular, the obligations imposed on issuers, do not apply to the financial instruments traded on the Third Market operated as an MTF.


2.1 Requirements for Inclusion in Trading


  • The legal status of the issuer and the issuance of the securities must comply with the laws of the country of the company’s registered office or of whichever country the shares have been issued in.
  • In the case of private placements: Description of company, financial statements or annual report
  • In the case of public placements: Prospectus pursuant to Capital Market Act

The application and the procedure for the inclusion in trading

The inclusion in the Third Market is decided by resolution of the management board of the exchange operating company. A written application of an exchange member is a requirement. The application must be accompanied, among other things, by a current excerpt from the companies register, the current company by-laws and in the case of a public offering an approved prospectus pursuant to the Capital Market Act or in the case of a private placement, a description of the company, the financial statements or an annual report.


2.2 Ongoing obligations of an inclusion in trading


Throughout the entire period of inclusion in trading, the applicant must immediately provide the exchange operating company with all information regarding the issuer and its securities as well as any material changes. Material changes shall include:

  • Changes to the legal framework
  • Changes to the company name
  • Capital measures

3. Market segments of Wiener Börse AG


After allocation of the shares to the Official Market and Second Regulated Market pursuant to the Stock Exchange Act or to the Third Market (MTF) pursuant to the General Terms and Conditions of Business of Wiener Börse, the shares are included in the market segments.  The criteria used for the allocation include transparency and disclosure requirements as well as type of financial instrument, type of market making (specialists, market makers, liquidity provided in auction trading) and the different trading systems (Xetra®, OMex®) or trading procedures (continuous trading, one-time intraday auction).


3.1 Transparency and Disclosure Obligations by Market Segment


prime market


The companies listed on the prime market are under the contractually agreed-on obligation to comply with the provisions of the Stock Exchange Act as well as with higher transparency, quality and disclosure criteria. This ensures greater recognition among investors.

Requirements
Admission Official Market or Second Regulated Market
Stock category Ordinary shares
Free float of stocks Free float higher than 25% and at least EUR 20m or free float below 25% and over EUR 40m
Publication of financial statements At the latest, 4 months after the end of the reporting period pursuant to the Prime Market Rules
Publication of interim reports At the latest, 2 months after the end of the reporting period pursuant to the Prime Market Rules
Ad hoc disclosure Link to an electronic system (ad hoc disclosure)
Corporate events calendar Mandatory publication at the beginning of the financial year (German and English)
Language German and English
Austrian Code of Corporate Governance Inclusion of the declaration of commitment on compliance with the Austrian Code of Corporate Governance in the annual report

mid market

The mid market offers companies with low capital requirements the option of raising capital through the capital market. A company has a choice of admission to listing on the Official Market or Second Regulated Market or of inclusion in the Third Market as an MTF. An essential feature is the function of Capital Market Coach, who supports the company before and as long as it is included in trading.

Requirements
Admission to listing or inclusion in trading Official Market or Second Regulated Market
Third Market as an MTF (inclusion)
Share category Ordinary shares Ordinary shares
Period of existence See Table 1.1
Admission requirements
1 year
Accounting standards See Table 1.2
Disclosure obligations
National accounting standards or IFRS
Publication of annual financial statements
(audited)
See Table 1.2
Disclosure obligations
Publication within 5 months after the end of the reporting period
Publication of half-year financial statements See Table 1.2
Disclosure obligations
Publication within 3 months after the end of the first half-year
Publication of interim reports or quarterly reports for 1Q and 3Q See Table 1.2
Disclosure obligations
No
Ad hoc disclosure See Table 1.2 Disclosure obligations Publication of price-sensitive company information
Corporate events calendar Yes Yes
Language Pursuant to Art. 85 Stock Exchange Act German or English
Annual information talk with CMC Yes Yes


standard market

The segment standard market includes all stocks admitted to the Official Market or the Second Regulated Market that do not meet the criteria of the prime market. A listing does not require any additional transparency or disclosure obligations beyond those set out in the Stock Exchange Act.

Requirements
Admission Official Market or Second Regulated Market

3.2 Market Making by Market Segment

  Trading Procedure Liquidity Provider
prime market Continuous trading (with opening auction, intra-day and closing auction) Specialist mandatory, further market makers possible 
mid market Continuous trading or single intra-day auction (market making is obligatory) Mandatory Capital Market Coach*
standard market continuous
Continuous trading (with opening auction, intra-day and closing auction) Specialist mandatory, further market makers possible
standard market auction
Single intra-day auction (market making is possible) Liquidity providers possible for the auction
other securities
Single intra-day auction (market making is possible) Liquidity providers possible for the auction

Continuous trading with an opening auction and a closing auction Mandatory market maker

*Issuers whose participation in the prime market of the Vienna Stock Exchange has been terminated due to non-fulfillment of the minimum free float requirements and have therefore switched directly to the mid market or that are switching to the mid market from the standard market continuous with the obligation to meet all of the criteria of the prime market with the exception of the criteria of free float capitalization shall be exempt from the obligation to meet the requirements pursuant to Item 5 of the inclusion criteria.