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Taxation | International Tax Issues | Information |

THE AUSTRIAN PERSONAL INCOME TAX AND CORPORATE INCOME TAX
(AS OF 2004)

The Austrian Personal Income Tax

1.1. Personal tax liability

The Austrian income tax system differentiates between unlimited and limited
liability to tax. An individual is subject to unlimited tax liability in Austria, which
implies that he/she is taxable on his/her worldwide income, if he/she has its
residence or habitual place of abode there. A residence is assumed where
somebody has a lodging and all circumstances lead to the conclusion that he/she
may use it at any time he/she wants. The habitual place of abode is a place
where somebody stays under circumstances that lead to the conclusion that
he/she will stay not only temporarily. Should the taxpayer stay in Austria for more
than 6 months, he will always be subject to unlimited tax liability.

The individual income tax is based on the taxable income derived by a taxpayer
within one calendar year. The taxable income is defined as the total of income
from the income sources enumerated in Sec 2 (3) IITA, balanced against losses
incurred from these sources and after deduction of special allowances,
extraordinary expenses and some special deductions. Thus, individual income
tax is only imposed on:

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- income from agriculture and forestry;

- income from professional and other independent services;

- income from trade and business;

- income from dependent personal services;

- income from investment of capital;

- income from rental, leasing and royalties;

- other specific income (for example capital gains on private property).

Income not belonging to one of the above-mentioned income sources is not

subject to individual income tax.

1.2. Tax exemptions

Tax exempt are for example:

- scholarships and grants for students

- payments from foundations or public funds for the direct promotion of the arts,
science or research

- certain social payments.

1.3. Business and professional income

For business income (i.e. the categories agriculture and forestry, professional
and other independent services and trade and business) the taxable profits are
defined as the difference between

the value of the enterprise's assets at the end of a financial year

MINUS the value of those assets at the end of the preceding financial year, plus
withdrawals, less contributions to the capital of a business during the course of
the year.

Business income must also be computed on the basis of a profit and loss
account. For small enterprises a simplification concerning the bookkeeping
requirements exists (no obligation). Profits may also be computed as the surplus
of business income over business expenses.

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In general deductible are expenses concerning acquiring, securing and
maintaining taxable income.

Starting with the year 2004 there is a special benefit for individuals deriving
business income or income from agriculture or forestry. These individuals who
reinvested profits up to 100,000 Euro per year and per business are taxed at only
half of the average income tax rate.

If the owner of the business withdraws more than the annual profits derived in the
following seven years, the withdrawals exceeding the annual profits will
subsequently be taxed at half of the average income tax rate (up to the
preferentially taxed retained profits of the last seven years). This measure is only
applicable for individuals not for corporations.

1.4. Employment income

- Salary
All kind of remuneration which is derived by an employed person and which is
paid by the employer is included. Tax is levied by withholding.

- Pension income
Pension payments received by a former employee from social security, from a
pension fund, or from the employer himself are included in employment income.

- Director's remuneration
If a managing director is an employee of the company his remuneration is taxed
as income from employment. Characteristic is that he is not allowed to own more
than a 25% share capital of the company. Otherwise it is income from
professional services.

- Benefits in kind
Benefits in kind are taxable as income from employment. Benefits in kind are for
example company cars, housing allowances, living allowances, free holiday trips
etc. Free sports facilities, training and pension premiums and working clothes
paid by the employer are exempt from taxation.

1.5. Investment income

Dividends received from a resident company and interest are subject to a final
withholding tax at a rate of 25%.

However, if dividends and interest are received in the course of a business

undertaking, they are>

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Royalties and income from immovable property are taxable as business income
or income from rents, lease payments and royalties not at 25% but at the normal
income tax rates.

1.6. Capital gains

Capital gains realized in the course of a business, gains from the alienation of
shares forming a substantial shareholding and speculative gains are taxable
income.

In case a business or a part of it is sold and the proceeds are higher than the
book value of the business the differential amount is taxed as capital gains.

Speculative gains are derived from the sale of immovable property within 10
years after acquisition and the sale of other property, especially securities (with
some exceptions), within 1 year after acquisition and the exercise of futures and
forward contracts, written options and swaps within 1 year.

If a shareholder of a company owns directly or indirectly a substantial

shareholding consisting of more than 1% of the company# share capital then the
gains arising from the disposal of the shares are taxed as extraordinary income.
The taxation also takes place if the shareholder owns the shares at any time
during the preceding 5 years. The tax rate is one half of the effective rate applied
to the taxpayer# total income (half rate taxation).

Half the effective tax rate is also applied on capital gains.

1.7. Deductions

In general expenses concerning acquiring and maintaining income are

deductible.

For purposes of determining the taxable total income it is possible to deduct

special expenses, losses incurred in any category, exceptional expenditure and
certain allowances and exemptions.

Lump-sum deductions are for example:

- 60 Euro for special expenses and 132 Euro for income-related expenses.
However in case that actual expenses are higher they may be deducted
according to the law

- In addition to the transportation tax credit a lump-sum deduction for high travel
costs to the workplace incurred by employees is increased by 15% from 2004.
This deduction varies according to the distance travelled

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20 km to 40 km 450 Euro

40 km to 60 km 891 Euro

more than 60 km 1.332 Euro

If public transport is not available or reasonable

2 to 20 km 243 Euro

20 to 40 km 972 Euro

40 to 60 km 1.692 Euro

over 60 km 2.421 Euro

The deductibility of educational expenses and medical expenses is dependent on

whether they form an extraordinary burden for the taxpayer or not. The concrete
amount is dependent on the income of the taxpayer. Expenses for vocational
training of a child outside the town of residence are always deductible at a fixed
amount of 110 Euro per month.

1.8. Credits

All resident taxpayers are entitled to a general tax credit, the amount of which
depends on the taxpayer's personal situation and on his total taxable income.
The basic credit amount is 887 Euro for 2003. From 2004 the general tax credit is
1,264 Euro. The credit is phased out gradually for income exceeding 35,511
Euro: for income between 10,000 and 15,000 Euro, the credit ranges from 1,264
to 889 Euro; for income between 15,000 and 21,800 Euro it ranges from 889 to
617 Euro; for income between 21,800 and 35,511 Euro, it ranges from 617 to
zero Euro.

From 2005 on the general tax credit is integrated in the tax rate structure. The
phase-out of tax credit does not exist anymore.

Married taxpayers are entitled to a head of household credit of 364 Euro if the
spouse's income does not exceed 2,200 Euro. From 2004, the spouse of a sole
earner with at least one child may earn up to 6.000 Euro per year (4,400 Euro
before 2004) without losing the tax credit. The credit of 364 Euro is also granted
to single parents.

Persons deriving employment income are entitled to an employment tax credit

amounting to 54 Euro and to a transportation tax credit of 291 Euro. Commuting
expenses are generally covered by them.

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A credit of 400 Euro is for retired persons. They are not entitled to the lump-sum
deduction of 132 Euro for expenses connected with employment. The credit is
phased out for pension income between EUR 17,000 and 25,000.

Taxpayers whose income tax is negative may get a cash tax refund up to a
maximum amount of 364 Euro. But they have to qualify for the head of household
or the single parent credit. In addition to that taxpayers who have a negative tax
and qualify for the employment tax credit, receive a credit for future tax years at
10% of the social security contributions paid, subject to a maximum of 110 Euro.

From 2004, in addition to the sole-earner (single-parent) tax credit, a child

supplement is to be introduced (130 Euro per year for the first child, 175 Euro per
year for the second child, and 220 Euro per year for each additional third). For
low incomes, the child supplement #like the sole-earner (single-parent) tax credit
#may also be paid out as negative tax (i.e. tax credit).

The church tax will be deductible up to 100 Euro from 2005 (before 2005 75
Euro).

1.9. Losses

General Rule:

- Losses must first be set off against income from the same category and

- second against all other categories of income.

Exemption:

Capital losses not attributable to business income can only be set off against
capital gains.

Losses incurred from 1991 can be carried forward indefinitely. In general only
taxpayers who determine their profits according to the net-worth comparison
method qualify for a loss carry forward. Taxpayers who determine their business
income under the cash accounting method may however carry forward start-up
losses arising from the first three assessment periods.

From 2001 losses that have been made in the current or a previous tax year can
only be set off against 75% of the income from the current tax year. Excess
losses may be carried forward to the following tax year.

Losses made by an individual from a business consisting mainly of the

management of intangible assets or of leasing activities, may not be set off
against income from any other source. Such losses may be set off against future
profits of the same business.

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Deduction of foreign losses:

Regarding the losses of foreign permanent establishments and losses from other
foreign activities (e.g. renting out property), the decision of the Supreme
Administrative Court (VwGH, 25 September 2001, 99/14/0217) on taking such
losses into account #where tax treaties provide the exemption method for
eliminating double taxation #has been incorporated into the Individual Income
Tax Act. Thus, the losses of foreign permanent establishments may be offset
against domestic positive income in the year the foreign losses are incurred. If
future profits are generated abroad and if the foreign tax losses are carried
forward and deducted from these profits, Austria will have the right to tax such
foreign profits to the extent the foreign losses were used in Austria in the past.

1.10. Rates

The reform of the income/wage tax rate:

The most important change of the income tax is the planned reform of the
income/wage tax rate schedule that should generate tax savings for taxpayers of
between 144 Euro and 679 per person and per year from 2005 in comparison to
2003. The main part of the tax relief will be granted to low and medium income
earners. The gross annual income of employees up to 15,770 Euro and of
retirees up to 13,500 Euro as well as (taxable) income of self-employed persons
up to 10,000 Euro will be exempt from tax. Therefore, from 1 January 2005, 2.55
million out of 5.9 million employed and self-employed persons will not pay any
income tax.

Further, the structure of the income tax rate schedule will be reformed from 2005.
Applying the average tax rates (with the general tax credit being integrated) will
facilitate the calculation of individual income tax from 2005. The following simple
formulas will apply:

income income tax (EUR)

10,000 Euro to 25,000 Euro
25,000 Euro to 51,000 Euro
over 51,000 Euro
(income #10,000) x 5,750
15,000
(income #25,000) x 11,335 + 5,750
26,000
(income #51,000) x 0,5 + 17,085

The schedule of tax rates applicable until the end of 2004 shows five bands of
taxable income. In addition, the complicated calculation of the general tax credit
creates additional bands of income. The result is that the effective marginal tax
rates #except for the highest tax rate of 50% - to a certain extent deviate
substantially from the (marginal) income tax rates (of 0%, 21%, 31% and 41%)
as stated in the Individual Income Tax Act.

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Half the effective rate applied to the taxpayer# total income concerns the
following types of income:

- capital gains from the sale of a holding in a resident company held as a

business asset by a sole entrepreneur or partnership;

- extraordinary income, including gains from the sale of a business (if owned for
at least 7 years), certain indemnifications for lost income and the repayment of
share capital;

- income from qualifying use of forests; and

- capital gains from the sale of a substantial shareholding in a company.

1.11. Withholding tax

Subject to a final withholding tax at a rate of 25% are dividends and other profit
distributions to resident individuals. This is also applicable if the income is
derived in the course of a trade or business. In case that the final 25% tax is less
favourable than one half of the effective rate applied to the taxpayer's total
income the latter will apply if requested by the taxpayer within 5 years.

Subject to a final withholding tax at a rate of 25% are the following types of
interest received by individuals resident in Austria:

- interest on deposits and other debt claims with certain banks;

- income from participations in investment funds and similar participations;

- interest on certain securities, including convertible and profit-sharing bonds; and

- interest on securities issued by international institutions after 30 September

1992.

In general employers have to withhold tax from salaries paid to their employees.
The wage tax is a prepayment of the employee's final income tax and is credited
against the assessed income tax liability if an obligation to file an income tax
return exists. For example this might be the case if the taxpayer has derived
income other than employment income in excess of 730 Euro or if he has been
employed by two or more employers at the same time. The taxpayer may also
request an assessment. Not applicable is the wage tax on salaries paid by an
employer who has no business establishment in Austria.

1.12. Taxable period

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Generally the tax year is the calendar year. If approved by the tax authorities
individuals who earn business income and are registered with the commercial
register and individuals who earn income from agriculture and forestry sources
are entitled to use a tax year different from the calendar year.

1.13. Tax returns and assessment

Generally tax returns are due by 30 April of the year following the tax year.

It is up to the discretion of the competent tax authorities to impose a penalty of a

maximum of 10% of the tax due in case a tax return is filed late.

Furthermore interest is due on any tax owed.

If tax returns are transmitted via "Finanz Online" the tax returns are due by 30
June.

1.14. Payment of tax

During the year taxes are collected by preassessment or where possible

withholding at source. For income tax purposes prepayments have to be made
by 15 February, 15 May, 15 August and 15 November. These payments are
generally based on the prior year's tax.

Withheld or prepaid taxes are credited against the final tax liability, unless they
are final. Tax may be refunded if the taxpayer's final tax liability exceeds the
aggregate of the amounts already withheld or paid. The final tax is payable within
1 month after the date of receipt of the notice of assessment.

1.15. Other taxes on income

Since the business tax on income has been abolished with effect from 1 January
1994 there are at the time being no other taxes on income in Austria. The
municipalities get a share of the national individual income tax.

A church tax is levied according to special rules on the income of the taxpayer.
Church tax paid up to 100 Euro per calendar year is deductible (see page 8).

1.16. Taxes on Capital

Net wealth tax:

The net wealth tax has been abolished with effect from 1 January 1994.

1.17. International Aspects

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Foreign income and capital gains:

An Austrian resident individual is subjected to worldwide taxation on income and

capital gains. Foreign income is subject to the same income tax as domestic
income; foreign capital gains are taxable under the same rules as domestic
capital gains.

Foreign dividends, interest and royalties are fully taxable. If paid out in Austria a
final withholding tax of 25% is levied on foreign dividends and interest. If not paid
out in Austria foreign dividends and interest are taxed at a rate of 25% by annual
assessment. Royalties are taxed at the normal progressive rates by assessment.

Foreign capital:

No net wealth tax exists. Immovable property located abroad cannot be

subjected to real estate tax in Austria.

Expatriates:

Inward expatriates:

Special relief to individuals who take up residence in Austria may be granted by

the Ministry of Finance for persons who perform research or development
activities or who are sportsmen or artistes by profession.

This is a kind of compensation for the additional tax burden due to the removal.
But the possible relief is limited to income other than that which is considered
Austrian-source income for non-residents.

Expatriates may deduct certain expenses for wage tax purposes according to a
decree of the Ministry of Finance. This provision applies to individuals who have
not resided in Austria for the past 10 years if they work in Austria only temporarily
(maximum 5 years) and if their salary is subject to Austrian tax. Deductible are
the following expenses: Travel expenses to the residence abroad up to 180 Euro
per month and expenses for a second residence at the place of work up to 2,200
Euro per month, provided that the expatriate keeps his main residence abroad
(may be deducted even if the residence is not only used by the expatriate himself
but also by his family); furthermore private school fees for the taxpayer's children
up to EUR 110 per month and moving expenses.

Outward expatriates:

Austrian officials on duty in a foreign country, agents working in developing

countries and employees in the construction and mining business working
abroad for more than 1 month are granted income tax exemptions.

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Non-residents

Taxes on income and capital gains:

Non-residents are subject to the normal income taxation rules if it is not indicated
in a different manner. Non-residents can solely deduct expenses which are in
relation to his Austrian taxable income. In general personal tax credits are not
granted to non-residents.

Persons not residing in Austria are subject to income tax and inheritance and gift
tax concerning income from certain enumerated sources or income in Austria
and property located there.

If they request, non-residents who are nationals of an EEA country (including

Austria) can be treated as deemed residents for Austrian tax purposes if they
receive at least 90% of their worldwide income from Austrian sources or if their
income not subject to Austrian taxation is not more than 10,000 Euro. Nationality
is sufficient; residence in an EU Member State or an EEA country is no condition.
Austrian-source income which under a tax treaty is not taxable in Austria or is
taxed only at a reduced rate (such as passive income), is not taken into
consideration when determining the 90% or 6,975 Euro limitation.

In general deemed residents are treated like residents irrespective of the

category of their income. A deemed resident whose spouse or partner is living
abroad is entitled to the head of household credit, but he is not granted the
additional credit for children.

Employment income:

Income from employment is taxable in case the employment is performed or the

work is exploited in Austria. This also applies to remuneration paid by Austrian
public funds in respect of present or past employment. Pension income from
Austria is also subject to tax.

Employment income which is received from being hired out to work in Austria by
a foreign employer is subject to a final withholding tax of 20%.

Business and professional income:

Business and professional income is solely taxable in case it is attributable to an

Austrian permanent establishment.

Investment income:

Dividends and other corporate distributions and in addition to that distributions to

silent partners which are paid to non-residents are subject to a withholding tax at

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a rate of 25%. This withholding tax is a final tax. For the distributions to silent
partners the tax is not final.

According to double taxation treaties lower rates can be applicable.

As far as interest payments to non-residents are concerned they are not subject
to withholding tax. But interest derived by non-residents from loans (excluding
bond loans) secured by Austrian-situs immovable property is subject to income
tax by assessment at the normal rates of income tax, if not a reduced rate
according to a tax treaty is applicable.

Subject to a final withholding tax at a rate of 20% are royalties. Also lower rates
may apply according to double taxation treaties.

Subject to normal income taxation is income including capital gains from

immovable property located in Austria.

Capital gains:

Generally capital gains are taxable only in case the asset from which the gains
are derived may be attributed to a permanent establishment located in Austria.
Also taxable if they are not attributable to a permanent establishment are gains
on immovable property located in Austria and on a substantial shareholding in an
Austrian company.

Taxes on capital:

No net wealth tax exists. As far as immovable property located in Austria is

concerned non-residents are subjected to real estate tax.

If no final withholding tax is applicable non-residents are taxed by assessment.

2. The Austrian Corporate Income Tax

The corporate income tax is a tax on profits of companies (profits tax). It is a

common federal tax.

2.1. Subject to the corporate tax are:

Stock companies, limited liability companies, private foundations, associations,

trade or business of entities of public law, institutions, foundations without
independent legal existence and accumulations of property for a specific
purpose.

Corporate taxpayers are subject to national corporate income tax. There are no
other taxes on the income of companies.

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Since 1988 Austria has had a>

For tax purposes limited and general partnerships are treated as transparent
entities.

This brochure deals with resident stock companies, limited liability companies
and foreign-incorporated entities of a similar description.

Resident companies are taxable on their worldwide income and capital gains. A
company is resident if it has its legal seat or its place of effective management in
Austria. Companies which are established under Austrian commercial law must
have their legal seat in Austria.

The Individual Income Tax Law lists up all kinds of sources which constitute the
so called taxable income (= Total income minus losses made from these sources
less special expenses).

Income and capital gains are pooled and taxed at the same rate. Unless the
Corporate Income Tax Law provides otherwise the computation of the income
follows the rules of the Individual Income Tax Law.

Domestic and foreign dividends are exempt (participation exemption).

Contributions by shareholders to the capital of a company upon formation or

increase, if in return for shares or other membership rights or in proportion to
shareholding are also exempt.

2.2. Deductible items

Generally expenses made in acquiring, maintaining and securing taxable income

are deductible. In addition to that employees' remuneration is deductible. Direct
payments of remuneration are as well deductible for employers as the costs of
employee benefits such as cars, meals, other fringe benefits, health, accident
and life insurance and retirement plans. Limitations for the deductions by law or
rulings are possible.

In general interest on loans and other debts to third parties if they are
economically connected with any type of income is deductible. The arm's length
principle is applicable on interest payments to shareholders or parties related to
shareholders.

Royalties are also generally deductible. But excessive royalty payments to

shareholders or affiliates are treated as hidden profit distributions. The arm's
length standards also play an important role in this connection, for royalties not
paid at arm# length are not deductible.

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The financing costs (for example interest) relating to the acquisition of
participations should be tax deductible from tax assessment year 2005.

2.3. Non-deductible items

Dividends and all other profit distributions may not be deducted.

As far as directors#fees are concerned certain restrictions on the deductibility

exist.

Not deductible are one half of the benefits and compensations paid to members
of the supervisory board or any other persons in relation to supervisory services.
This may also be said for one half of the reimbursement of travelling expenses
insofar as they exceed the maximum tax-free lump-sum reimbursement amounts
of the Individual Income Tax Law.

2.4. Depreciation and amortization

Only an owner is entitled to claim depreciation. Depreciation is compulsory

whether there is a profit or a loss in the financial year concerned. It can in
general be effected with regard to all assets used in business. Certain types of
assets whose value basically does not decrease do not qualify for depreciation.
Depreciation begins when an asset is put to use in the business.

The depreciable base is the production cost or cost price. If the reduction in value
is expected to be permanent the asset must be valued at its lower going-concern
value at the end of the financial year. Even if the reduction in value is not
expected to be permanent financial assets may be written down to a lower going-
concern value.

In case an asset has been in use for more than 6 months depreciation is allowed
for 12 months for the first financial year of use. In all other cases depreciation is
allowed for 6 months.

The allowable deduction for depreciation of fixed assets used in a business is

computed according to the useful life of the asset in the respective business.

Though there exist no general guidelines concerning the rate of depreciation,

buildings can be depreciated at a rate of 2%, 2.5% or 3%. It is up to the taxpayer
to prove otherwise. Goodwill can just be written off over a 15-year period. A
movable asset whose net cost does not exceed 400 Euro can be written off to
the full extent in the year of acquisition.

Cars may only be written off over an 8-year period.

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The depreciation of a plant is explicitly allowed. Without any proof of the useful
life, depreciation of a plant is allowed by applying a percentage of up to 3% (33
1/3 years) if the building serves directly the purpose of the trade or business. A
shorter economic life of not less than 20 years will be permitted if justified by
technical or economic circumstances.

2.5. Valuation of inventory

Each category of inventory may be valued at production cost or at cost price. The
weighted average cost method is used for fungible goods. In cases where the
going-concern value at the end of the financial year is lower than the cost price or
production cost, inventory has to be valued at this lower going-concern value
according to the Austrian commercial law.

The FIFO method is an accepted method in cases where inventory is valued with
regard to the cost price. If the LIFO method is allowed or not depends on the
taxpayer's actual practice.

2.6. Reserves and provisions

Taxable profits are increased and reduced by provisions and valuation

adjustments. Provisions may be set up in cases of current pension payments and
future interests in pensions, severance payments, anticipated losses from
pending projects and other uncertain liabilities.

Liability provisions do not have to be certain or legal in amount and if based on

objective facts and special business experience in the particular transaction or
industry the taxpayer# estimates are claimable. Setting up such liability
provisions on a globally estimated basis is disallowed. Typical liability provisions
are set up for actual liabilities on for example surety obligations, damage claims,
warranties, tax advisers' costs. Not allowed are self-insurance and deferred
repair provisions.

When the reason for the creation of provisions has disappeared they must be
dissolved immediately with one exception: valuation adjustments for bad debts
can be maintained until the debt is paid. Furthermore provisions have to appear
in the commercial balance sheet. Exceeding the going-concern value of the
expected liability is disallowed.

Provisions with a term of up to 12 months can be taken into account to the full
extent.

But only 80% of the value of provisions, other than those for severance payments
and pensions, can be taken into account from year 2001.

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The difference arising from the adjustment at the end of the financial year ending
in 2001 may be spread over the 5 subsequent financial years.

Tax-free reserves can be set up for capital gains in the year of realization if they
have not been transferred to other assets replacing the sold assets in the same
financial year. The reserve is to be treated as taxable income if it is not used for a
rollover relief in the following year.

2.7. Capital gains

Normal rates do apply for gains derived from the sale or other disposition of
business property.

Certain exemptions exist for example for capital gains realized on the disposal of
shares being part of a substantial holding in a company abroad qualifying for the
international participation exemption. But the exemption is not granted to the
extent that a prior tax-effective depreciation of the participation to the lower
going-concern value has been taken in prior years (unlimited recapture period).

2.8. Losses

Ordinary losses:

An indefinite carry-forward of losses made from 1991 is allowed. Not allowed is a

carry-back of losses. Deductible are only losses which are incurred (exceptions
for divisions and mergers do exist). Losses made in the current or a previous tax
year can only be set off against 75% of the income of the current year. A carry-
forward of excess losses to the following tax year is permitted.

If the main purpose of a participation is to obtain tax advantages then losses

incurred from a participation in a company or a partnership can not be set off
against profits from other activities.

There is the possibility for these losses to be set off against future profits from the
participation.

If the acquisition of the participation is offered to the public and if the after-tax
return that would be obtained is more than twice the pre-tax return that would
have been obtained under the general participation exemption then the intention
to receive tax advantages is supposed.

Capital losses are treated as ordinary losses.

From tax assessment year 2005 it will no longer be possible to make multiple
uses of losses in the case of multi-tier participations in corporations.

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2.9. Rates

The corporation tax rate will be reduced from the current 34% to 25% (flat rate).
The base of the corporation tax will be broadened mainly by abolishing the tax-
free transfer of realized hidden reserves for corporations.

According to official calculations of economists, the effective corporation tax

burden is currently 27% to 29%, while several European countries have nominal
tax rates of 20% or less. Due to the tax rate applicable from 2005, the effective
corporation tax burden in Austria will be reduced to around 21%.

To prevent the earlier use of the lower tax rate, it is planned that #if a financial
year differs from the calendar year #the profits derived until 31 December 2004
will be taxed at 34%.

Considering the 25% corporation tax rate and the 25% withholding tax on profit
distributions to Austrian shareholders, the total tax burden on the distributed
profits of corporations is:

Until 2004 From 2005

(EUR) (EUR)
Taxable profit 100 100
Corporation tax (34) (25)
After-tax profit (= possible profit distribution) 66 75
25% withholding tax on profit distribution (16.50) (18.75)
After-tax profit in the case of profit distribution 49.50 56.25
Total tax burden 50.50 43.75

For stock companies an annual minimum tax of 3,500 Euro and for limited liability
companies a minimum tax per year of 1,750 Euro is levied. For banks, insurance
companies and new companies adjustments are made. The minimum tax is due
in advance and can be set off against the final corporate income tax.

2.10. Withholding tax

Subject to withholding tax at a rate of 25% are dividends and other profit
distributions to resident companies. In case the dividends are paid to a company
that holds at least 10% of the shares in the distributing company no withholding
tax is due. If tax is withheld it may be refunded if requested or it is credited
against the final income tax liability (on other income) of the respective company.

Dividend distributions and hidden profit distributions received by resident

companies from other resident companies are subject to special rules. These

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distributions concerning intercorporate dividends are exempt from corporate
income tax in the hands of the recipient company, irrespective of the size of the
holding (participation exemption). Not deductible are costs concerning such
shareholdings.

The participation exemption does not extend to liquidation proceeds and capital
gains.

Dividends and other corporate distributions paid to non-resident companies are

subject to a final withholding tax at a rate of 25%. A reduced rate according to a
tax treaty might apply.

2.11. EC Parent-Subsidiary Directive

Dividend distributions by resident subsidiaries to non-resident EU parent

companies are exempt from any withholding tax under the provisions that
implement the EC Parent-Subsidiary Directive in Austria. The following
conditions must be met:

- the parent company has a form listed in the Directive;

- the parent company owns at least 10% of the capital in the subsidiary; and

- the shareholding has been held directly for an uninterrupted period of 1 year.

Tax at source has to be withheld provisionally in case the dividends are

distributed within the holding period of 1 year. A refund can be granted as soon
as the holding period has expired.

In the following cases tax at source has to be withheld:

- Abuse of law,

- tax avoidance; and

- constructive dividends

Tax avoidance or abuse of law is not the case if the receiving company has
submitted a written form to the paying company which says that it receives its
income from active business, that it maintains its own business facilities and
employs its own personnel.

Constructive dividend distributions are generally assumed if the paying company

grants to its shareholders benefits it would not have granted to independent third
parties when acting with the diligence of a prudent businessman.

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Under the Austrian tax law, which transposed the provisions of the EC
parent#ubsidiary directive, qualifying dividends from and capital gains on the sale
of a substantial shareholding in a company which is resident in an EU member
state are exempt. But if a subsidiary is comparable to a resident company,
dividends and gains derived from subsidiaries which are resident outside the EU
are tax exempt under the same conditions.

2.12. International participation exemption

From 1 January 2004 the conditions under which dividends qualify for the
international participation exemption are fulfilled if:

- the parent holds directly or indirectly at least 10% of the equity of the subsidiary;

- the parent's minimum 10% shareholding is held for an uninterrupted period of 1

year;

- the subsidiary company has a form listed in the Directive and is subject to a
corporate income tax listed in the Directive with no possibility of opting for
taxation or being exempt; and

- the parent company is legally required to keep books and records under the
Commercial Code or the parent company is a foreign company that qualifies as a
resident of Austria for corporate income tax purposes

Non deductible are capital losses and write-downs, whereas write-ups and
capital gains are exempt. Capital losses upon insolvency or liquidation of the
subsidiary are generally deductible with the restriction that they have to be
reduced by distributions made by the subsidiary within 5 years prior to the
liquidation or insolvency.

Furthermore in case the parent company has made use from its right to opt with
the consequence that capital gains or losses and write-ups and write-downs are
deductible or taxable, then the respective capital gains and losses are deductible
or taxable. The option has to be made in the year of acquisition of the
participation and for existing participations the last possibility to opt is the
assessment for 2004.

The exemption is also given to Austrian permanent establishments of companies

resident in an EU Member State if they have a form listed in the Directive and the
holding attributable to the permanent establishment fulfils the requirements as
mentioned above. It is not yet decided whether costs related to the shareholding
are deductible or not.

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If tax avoidance or abuse of law happens a switchover from the exemption
method to the credit method takes place. This provision is applicable for all
foreign dividend payments.

This provision shall prevent resident companies from benefiting from the
affiliation privilege concerning their foreign-source income which has been
subject to low taxation (if the foreign tax is under 15%). If the switchover from the
exemption method to the credit method has taken place, the foreign corporate
income tax paid on the foreign-source income received will be credited up to the
amount of the domestic tax due on that income. This just happens if requested.

If at least two of the following conditions are fulfilled and the third one is closely
met tax avoidance or abuse of law may be assumed:

- the main part of the non-resident subsidiary's business operations consists

directly or indirectly in receiving interest income, income from the leasing of
assets or the sale of shareholdings (passive income);

- the tax rates or the taxable base in the country in which the non-resident
subsidiary is resident are not comparable with Austrian taxation; foreign taxation
is not comparable if it is < than 15% of the taxable base determined by Austrian
tax law; a foreign average tax burden of < than 15% is not detrimental if it has
been caused by using special depreciation methods or carry-backs or carry-
forwards of losses; and

- the resident parent company is predominantly directly or indirectly controlled by

individuals resident in Austria.

The anti-abuse rule is also applicable to resident companies wholly owned by

non-residents from 1 January 2004.

2.13. Interest

For most types of interest which are paid out in Austria a withholding tax of 25%
is applicable. The exception is interest on loans between two companies. Tax
withheld is only to be seen as a prepayment of the corporate income tax due and
can be credited against the final tax liability. For the types of interest that are
subject to the withholding tax see page 10 (identical).

Not subject to withholding tax is interest paid to non-resident companies.

2.14. Royalties

No withholding tax is levied on royalties paid to resident companies.

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Royalties paid to non-resident companies are subject to corporate income tax by
withholding at source at a rate of 20%. This is a final tax. A reduced rate
according to a tax treaty might apply.

As far as management fees are concerned no withholding tax is levied. Subject

to a 20% withholding tax are fees for technical and commercial consulting
services performed by a non-resident.

There is no branch profits or remittance tax in Austria.

2.15. Double taxation relief

Unilateral relief is granted by way of an exemption with progression for active

income, such as income from a business carried on through a permanent
establishment situated abroad. Under the condition that the income has been
subject to a tax of at least 15% the exemption is granted.

As far as dividends, interest and royalties are concerned and for active income
that does not qualify for the above-mentioned exemption, unilateral relief is
granted by way of a foreign tax credit. The income tax abroad is credited on a
per-country limitation basis. The relief is also granted concerning local income
taxes which are levied in the source state but which do not fall under the scope of
a treaty.

The recipient has to document each item of foreign income including the amount,
the date of payment, the foreign state and the foreign income tax.

2.16. Incentives

Invention allowance:

For the development or improvement of inventions which are valuable for the
Austrian economy an invention allowance is granted. The exceptions are
administration costs, distribution costs and expenses on fixed assets. The value
of an invention for the Austrian economy has to be proved by a certificate by the
Federal Minister for Economic Affairs. If the invention is already protected under
patent law this certificate is not necessary. Generally the maximum invention
allowance is 25% of the research and development expenses. An increased
invention allowance of up to 35% applies to that portion of the expenses which
exceeds the arithmetic average of such expenses incurred in the last 3 fiscal
years. In addition, from 2003 an allowance of 15% and from 2004 an allowance
of 25% is granted concerning the respective research and experimental activities
performed in a company. As far as research and experimental activities are
concerned the company may in case of losses obtain a premium of 8% from
2004.

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Education allowance:

An education allowance may be granted concerning expenses which are made

for the education and training of employees. The allowance is equal to 20% of
the qualifying expenses. The allowance is solely granted in case the expenses
are directly related to the education which means that travelling expenses are not
covered by this relief. In general only expenses paid to institutions offering
education and training may qualify for this relief. As far as expenses for
education and training in a company are concerned, they can also be taken into
consideration under the condition that they do not exceed a limitation per day of
2,000 Euro.

2.17. New group taxation (for groups of companies)

One of the main structural measures of this tax reform is the replacement of the
old restricted group regulations dating back to the last century by a modern,
comprehensive and internationally attractive group taxation scheme. The key
advantage of a group taxation scheme is that legally independent corporations
belonging to a group of companies are regarded as a single unit for tax
purposes, with the result that profits and losses can be compensated within the
group.

The key points of the new group taxation scheme, which is expected to be in
force from tax assessment year 2005, are indicated below.

1. Financial integration in the form of a (direct or indirect) participation of more

than 50% of the share capital in the case of a majority of voting rights will be
sufficient to form a group. In contrast to the former group regulations it will not be
necessary for the group members to be organizationally or economically
integrated or to have a profit/loss pooling agreement. Thus, in the future, a
"financial holding" can also be the parent company of the group.

2. A "more than one parent" group will be possible. Thus, several companies at
the top of the group may hold financial participations of more than 50% in total. In
this case, a main shareholder with a participation of at least 40% is required. The
other group parent companies must hold a participation of at least 15% each.

3. To be entitled to use the group taxation scheme, an application must be filed

with the responsible tax authorities. A binding group formation of at least three
years is required; if the group breaks up within three years after formation, the
group members will be taxed separately and all the tax effects resulting from the
group formation will be reversed.

4. The scheme provides for a 100% profit/loss attribution to the parent

company of the group. If the parent company holds only a 60% participation in a

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group subsidiary, 100% of the profits and/or losses will be attributed, not only a
proportionate part.

5. A group can also be formed between domestic and foreign companies. This
means that a domestic parent company can make use of the losses of its foreign
subsidiaries (but not of the profits) according to the participation percentage. If
the foreign subsidiary has future profits, the domestic parent company is taxed
on the profits to the extent of the losses used in the past.

6. If a participation in connection with the group formation is acquired after 31

December 2004, it is possible to amortize the goodwill included in the acquisition
cost on a straight-line basis over a period of 15 years. The goodwill must be
calculated as follows:

acquisition costs of participation

minus: proportionate equity capital of subsidiary

minus: hidden reserves related to non-depreciable fixed assets

_______________________________________________

= basis (limited to 50% of acquisition costs)

minus: tax-effective amortization

The amount amortized is limited to 50% of the acquisition costs. In order to avoid
abuse, acquisitions from group companies are excluded from goodwill
amortization. Goodwill amortization is limited to directly held domestic
participations.

7. The amortization of participations is tax neutral within the group since the
group parent company makes use of the losses of its group subsidiaries directly.

From tax assessment year 2005, it will no longer be possible to make multiple
uses of losses in the case of multi-tier participations in corporations.

2.18. Payment of tax

Prepayments of tax have to be made by taxpayers in four equal instalments by

15 February, 15 May, 15 August and 15 November of each tax year according to
an assessment notice issued by the tax authorities that generally is based on the

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prior year´s tax, plus an adjustment (4% for the calendar year following the year
of the last assessment, 5% for every subsequent year). The prepaid amount can
further be adjusted in case the liability for the current year is estimated to vary
substantially from the total prepayments to be made in the year. The minimum
prepayments are 875 Euro for stock companies and 437.50 Euro for limited
liability companies. The prepayments fixed for the assessment period and any
amounts collected through withholding are credited against final corporate
income tax liability. Excess prepayments are refunded if they do not exceed the
minimum tax. In this case, they are carried forward and offset against the
corporate income tax liability of future years.

Generally assessed corporate income tax is payable within 1 month after the
date of issue of the assessment notice. In case an appeal has been lodged
postponement may be granted.

Tax year is the calendar year. If approved by the tax authorities a tax year which
differs from the calendar year may be used. Tax authorities have to consent if
there exist valid economic reasons for the change. Saving of taxes is no such
reason.

2.19. Tax returns

For calendar year taxpayers, the due date for filing corporate income tax returns
is 30 April of the following year. In case tax returns are transmitted via Finanz
Online the date is 30 June.

2.20. Rulings

In general advance rulings are granted. Sometimes the authorities may refuse to
give a ruling. A ruling request may be addressed to the local tax office.

Rulings of the local tax office are binding on the tax administration on the
principle of good faith as long as there are no contradicting legal provisions. But
in general rulings are not binding on the taxpayer and on the courts. There is no
appeal against a ruling.

2.21. Miscellaneous

No other taxes on income exist.

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No general payroll tax exists. A municipal tax is levied (3% on the aggregate
salaries paid to the employees) which constitutes a substitute for the business
tax on payroll which has already been abolished.

For corporate income tax purposes the municipal tax is a deductible item.

Contributions to the Family Burden Equalization Fund have to be made by every

employer irrespective of whether he has a permanent establishment in Austria or
not. The employer's contribution is levied at a rate of 4.5% on the aggregate
amount of the salaries.

The net wealth tax has also been abolished.

Real estate tax is levied on immovable property situated in Austria.

The tax is levied on the assessed standard rateable value of immovable property,
whether developed or not. Generally the assessed value is substantially lower
than the market value.

The real estate tax is levied at a basic federal rate, multiplied by a municipal
coefficient. The basic federal rate is usually 0.2% and the municipal coefficients
range up to 500%. The tax is payable in four quarterly instalments by 15
February, 15 May, 15 August and 15 November.

It is deductible for corporate income tax purposes.

Publication details:

Editor, owner and publisher: Federal Ministry of Finance, Himmelpfortgasse 4-8,

1015 Vienna

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Layout and production: Printing office of the Federal Ministry of Finance

Vienna, August 2004

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