austrian listing prospectus 26112010 clean...(İstanbul menkul kıymetler borsası) (the “ise”)...

DO & CO Restaurants & Catering Aktiengesellschaft (a joint stock company under the laws of Austria, registered number FN 156765 m)

Offering of 2,700,196 ordinary bearer shares (with no par value)

and up to 405,030 ordinary bearer shares (with no par value) to cover over-allotments Listing of 1,948,800 ordinary bearer shares (with no par value) on the Official Market of the

Vienna Stock Exchange and 9,744,000 ordinary bearer shares (with no par value) on the Istanbul Stock Exchange ____________________________

This is an offering of an aggregated amount of up to 3,105,226 ordinary bearer shares (the “Offered Shares”), each representing a calculated notional amount of EUR 2.00 of the share capital of DO & CO Restaurants & Catering Aktiengesellschaft, consisting of 1,948,800 new shares from a capital increase (the “Offered New Shares”), 147,078 treasury shares (the “Offered Treasury Shares”), 604,318 existing shares (the “Offered Existing Shares”) offered by Attila Dogudan Privatstiftung and DZR Immobilien und Beteiligungs GmbH (the “Principal and Selling Shareholders”) and up to 405,030 existing shares offered by the Principal and Selling Shareholders for the purpose of covering over-allotments (the “Offered Additional Shares”).

The shareholders of DO & CO Restaurants & Catering Aktiengesellschaft (the “Company” or “DO & CO”) are entitled to exercise their subscription rights to subscribe for the Offered New Shares and the Offered Treasury Shares (the “Rights Offering”). Such Offered New Shares and Offered Treasury Shares for which subscription rights are not exercised in the Rights Offering (the “Rump Shares”) as well as the Offered Existing Shares and the Offered Additional Shares will be offered in (i) a public offering to retail and institutional investors in the Republic of Turkey (the “Turkish Public Offering”) and (ii) a non-public offering outside of the Republic of Turkey and the United States of America (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) to selected institutional investors in reliance on Regulation S under the Securities Act and other applicable exemptions (the “International Institutional Offering”). The offerings referred to in (i) and (ii) are hereinafter referred to as the “Global Offering”, and together with the Rights Offering as the “Offering”.

Shareholders exercising their subscription rights will be entitled to 4 Offered New Shares and/or Offered Treasury Shares for every 15 outstanding shares held. Shareholders may exercise their subscription rights during the subscription period which begins on 12 November 2010, and ends on 26 November 2010 (the “Subscription Period”), and which may be extended or terminated at any time. Subscription rights not exercised by the end of the Subscription Period will expire. The offer period during which institutional investors outside the Republic of Turkey and the United States of America may submit formal bids for the purchase of Offered Shares in the International Institutional Offering begins on 25 November 2010 and ends on 26 November 2010, and may be extended or terminated at any time (the “International Offer Period”). The offer period during which retail and institutional investors in the Republic of Turkey may offer to purchase the Offered Shares begins on 25 November 2010 and ends on 26 November 2010 (the “Turkish Offer Period”).

The Offered New Shares and the Offered Treasury Shares will be offered in the Rights Offering at the same price as the Offered Shares in the Global Offering (the “Offer Price”).

Maximum Offer Price: EUR 21.90 per Offered Share

The final Offer Price will be determined by the Company in consultation with İş Yatırım Menkul Değerler A.Ş. (the “Sole Bookrunner”) on the

basis of a book-building process and may be higher than the price of the Company’s existing ordinary bearer shares (the “Existing Shares”) on the Vienna Stock Exchange (Wiener Börse) (the “VSE”) at any time prior to and including the day when the final Offer Price will be determined which is expected to be on or about 26 November 2010.

The Company’s Existing Shares are listed on the Official Market (Amtlicher Handel) of the VSE under the symbol “DOC” and traded in the Prime Market segment. It is expected that the Offered New Shares will be traded in the Prime Market segment of the VSE starting on or about 2 December 2010 and that the Existing Shares and the Offered New Shares (together the “Shares”) will be listed on the Istanbul Stock Exchange (İstanbul Menkul Kıymetler Borsası) (the “ISE”) under the symbol ”DOCO” and traded starting on or about 2 December 2010. The closing price of the Company’s Existing Shares on the VSE on 5 November 2010 was EUR 23.195 per share.

The Offered Additional Shares may be sold by the Principal and Selling Shareholders on the Closing Date (as defined below) for the purpose of covering over-allotments. The Sole Bookrunner may (but is under no obligation to) conduct transactions with a view to supporting the market price of the Shares at levels above those which might otherwise prevail in the open market as described under Chapter 4.9 “Stabilisation and over-allotment”.

THIS PROSPECTUS HAS BEEN APPROVED BY THE AUSTRIAN FINANCIAL MARKET AUTHORITY (FMA) IN ITS CAPACITY AS COMPETENT AUTHORITY UNDER THE AUSTRIAN CAPITAL MARKETS ACT. THE ACCURACY OF THE INFORMATION CONTAINED IN THIS PROSPECTUS DOES NOT FALL WITHIN THE SCOPE OF EXAMINATION BY THE FMA UNDER APPLICABLE AUSTRIAN LAW. THE FMA EXAMINES THE PROSPECTUS ONLY IN RESPECT OF ITS COMPLETENESS, COHERENCE AND COMPREHENSIBILITY PURSUANT TO SECTION 8A OF THE CAPITAL MARKETS ACT. THIS PROSPECTUS DOES NOT SERVE ANY PURPOSE IN THE CONTEXT OF THE TURKISH PUBLIC OFFERING AND THE LISTING OF THE SHARES ON THE ISE. NEITHER THE APPROVAL OF THIS PROSPECTUS BY THE FMA NOR THE FILING OF THIS PROSPECTUS WITH THE VSE CONSTITUTE AN APPROVAL OF OR A LEGAL BASIS FOR THE TURKISH PUBLIC OFFERING AND/OR THE LISTING OF THE SHARES ON THE ISE.

AN INVESTMENT IN THE OFFERED SHARES CARRIES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 29 TO READ ABOUT FACTORS THAT SHOULD BE CONSIDERED BEFORE EXERCISING THE SUBSCRIPTION RIGHTS AND INVESTING IN THE OFFERED SHARES.

The subscription rights and the Offered Shares have not been and will not be registered under the Securities Act. Consequently, subscription rights may be exercised only by or on behalf of shareholders outside the United States in reliance on Regulation S under the Securities Act or with any securities regulatory authority of any state of the United States. The Offered Shares may not be offered or sold within the United States, and may be offered or sold outside the United States only in reliance on Regulation S under the Securities Act. For a description of certain restrictions on offers, sales and transfers of the Offered Shares and the distribution of this Prospectus, see Chapter 20 “Selling Restrictions”.

The Offered New Shares will be represented by a global share certificate, which will be deposited with Oesterreichische Kontrollbank Aktiengesellschaft (“OeKB”). Interests in the Offered Shares will be credited on or about 1 December 2010 (the “Closing Date”) against payment therefor, to the accounts of investors through the book-entry facilities of OeKB, Euroclear Bank S.A./N.V., as operator of the Euroclear System, Clearstream Banking, société anonyme and Merkezi Kayıt Kuruluşu A.Ş. (“CRA”).

____________________________

Sole Global Coordinator and Sole Bookrunner İş Yatırım Menkul Değerler A.Ş.

Co-Lead Managers Erste Group Bank AG Renaissance Capital Limited WOOD & Company Financial Services, a.s.

The date of this Prospectus is 26 November 2010

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This document comprises a Prospectus for the purposes of the listing of the Offered New Shares on the Official Market of the VSE. This Prospectus does not serve any purpose in the context of the Turkish Public Offering and the listing of the Shares on the ISE. For the Turkish Public Offering and the listing of the Shares on the ISE a separate Turkish offering circular (Izahname) has been prepared in compliance with applicable Turkish securities and capital markets laws (the “Turkish Offering Circular”). This Prospectus has been prepared in accordance with Commission Regulation (EC) No 809/2004 (“Regulation 809/2004”) of 29 April 2004 and with the requirements of the Austrian Capital Markets Act (Kapitalmarktgesetz). This Prospectus has been approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde). This Prospectus will be filed as a listing prospectus (Börseprospekt) with the VSE in accordance with the Austrian Stock Exchange Act (Börsegesetz) in connection with the listing application for the 1,948,800 Offered New Shares on the Official Market (Amtlicher Handel) of the VSE, and will be filed with the filing office (Meldestelle) at OeKB in accordance with the Austrian Capital Markets Act. Neither the approval of this Prospectus by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde) nor the filing of this Prospectus with the VSE constitute an approval of or a legal basis for the Turkish Public Offering and/or the listing of the Shares on the ISE. No person is or has been authorised to give any information or to make any representation in connection with the offer or sale of the Offered Shares, other than as contained in this Prospectus, and, if given or made, any other information or representation must not be relied upon as having been authorized by the Company or the Managers. Notwithstanding the statutory obligation to issue a supplement to this Prospectus pursuant to section 6 of the Capital Markets Act (Kapitalmarktgesetz) in case that between the date of the approval of this Prospectus and the date of admission of the Shares to trading on the ISE a material new fact arises or materially incorrect or inaccurate statements in this Prospectus are detected, the delivery of this Prospectus at any time after the date hereof shall not, under any circumstances, create any implication that there has been no change in the affairs of the DO & CO Group since the date hereof or that the information set out in this Prospectus is correct as at any time since its date. The Managers make no representation or warranty, expressed or implied, as to the accuracy or completeness of the information in this Prospectus, and nothing in this Prospectus is, or shall be relied upon as, a promise or representation by the Managers. The proceeds from the sale of the Offered Additional Shares or, if no or not all of the Offered Additional Shares are sold, funds from the sale of the Offered Existing Shares (calculated to be an amount equal to 13.04% of the gross proceeds of the Offering) (in each case, the “Stabilisation Funds”) are allocated to the Sole Bookrunner acting as stabilisation manager (the "Stabilisation Manager'') on behalf of the Managers to conduct transactions with a view to supporting the market price of the Shares at levels above those which might otherwise prevail in the open market ("Stabilisation Measures''). The Stabilisation Manager may effect Stabilisation Measures in Turkey and, through an intermediary, in Austria. Such transactions in Turkey may be effected on the ISE only, whereas in Austria Stabilisation Measures may be effected on the VSE or in the over-the-counter market. There is no obligation on the part of the Sole Bookrunner to effect any Stabilisation Measures and any stabilising, if commenced, may be discontinued at any time. Under the applicable laws, Stabilisation Measures must be brought to an end (a) in Austria 30 calendar days after the date of the allocation of the Offered Shares (the “VSE Stabilisation Period”) and (b) in Turkey 30 calendar days after the first trading day of the Shares on the ISE (the "ISE Stabilisation Period'') but upon expiry of either the VSE or the ISE Stabilisation Period the Stabilisation Manager will end any Stabilisation Measures both in Austria and Turkey and return to the Principal and Selling Shareholders (i) if no Stabilisation Measures were conducted, the total amount of Stabilisation Funds less the agreed fees, or (ii) if Stabilisation Measures were conducted, the purchased Shares (at the final Offer Price) together with the remaining amount of Stabilisation Funds. See Chapter 4.9 "Stabilisation and over-allotment'' for details of the Stabilisation Measures.

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Within one week after the end of the VSE Stabilisation Period, a notification will be published in the Official Gazette (Amtsblatt zur Wiener Zeitung) announcing whether any Stabilisation Measures have been effected, the date on which Stabilisation Measures were first effected and the date of the last Stabilisation Measure, as well as the range of prices within which Stabilisation Measures have been effected. With regard to Stabilisation Measures undertaken on the ISE the Sole Bookrunner will, on the working day following the end of the ISE Stabilisation Period, publicly disclose through the Turkish Public Disclosure Platform (KAP) whether any Stabilisation Measures have been effected, the date on which Stabilisation Measures were first effected and the date of the last Stabilisation Measure, as well as information on the date, the number of Shares and the value of each Stabilisation Measure. If stabilisation is terminated prior to the expiry of the ISE Stabilisation Period, the Sole Bookrunner will disclose such information through the KAP on the same day including an explanation why stabilisation has been terminated early. The distribution of this Prospectus and the offer and sale of the Offered Shares offered hereby may be restricted by law in certain jurisdictions. Persons in possession of this Prospectus are required to inform themselves about, and to observe, any such restrictions. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any of the Offered Shares offered hereby in any jurisdiction in which such offer or invitation would be unlawful.

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TABLE OF CONTENTS

1 Important Information .......................................................................................................... 12

1.1 Definitions............................................................................................................................... 12

1.2 Forward-looking statements ................................................................................................... 12

1.3 Presentation of financial and other information...................................................................... 13

1.3.1 Financial information .............................................................................................................. 13

1.3.2 Unaudited operating information ............................................................................................ 14

1.3.3 Industry and market data ....................................................................................................... 14

1.3.4 Exchange rate information ..................................................................................................... 16

1.3.5 Additional information ............................................................................................................. 16

1.4 Documents available for inspection ....................................................................................... 16

2 Summary ............................................................................................................................... 17

2.1 The DO & CO Group .............................................................................................................. 17

2.1.1 Business ................................................................................................................................. 17

2.1.2 Strengths ................................................................................................................................ 18

2.1.3 Strategy .................................................................................................................................. 18

2.2 The Offering ........................................................................................................................... 18

2.3 Use of Proceeds ..................................................................................................................... 23

2.4 Summary of Risk Factors ....................................................................................................... 23

2.4.1 Risks relating to the DO & CO Group's business .................................................................. 23

2.4.2 Regulatory Risk ...................................................................................................................... 24

2.4.3 Risks Relating to the Offering, the Shareholder Structure and the Shares .................................................................................................................................... 25

2.4.4 Risks Relating to Turkey ........................................................................................................ 25

2.5 Summary of Consolidated Financial Information ................................................................... 26

3 Risk Factors .......................................................................................................................... 29

Risks Relating to the DO & CO Group’s Business................................................................. 29

Regulatory Risks .................................................................................................................... 38

Risks Relating to the Offering, the Shareholder Structure and the Shares .................................................................................................................................... 40

Risks Relating to Turkey ........................................................................................................ 43

4 The Offering .......................................................................................................................... 46

4.1 Subject Matter of the Offering ................................................................................................ 46

4.2 Maximum Offer Price and final Offer Price ............................................................................ 47

4.3 Rights Offering ....................................................................................................................... 47

4.3.1 Subscription Period ................................................................................................................ 47

4.3.2 Subscription Ratio .................................................................................................................. 47

4.3.3 Exercise of Subscription Rights ............................................................................................. 48

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4.4 Global Offering ....................................................................................................................... 48

4.4.1 International and Turkish Offer Periods ................................................................................. 49

4.4.2 Purchase bids ........................................................................................................................ 49

4.4.3 Allocation ................................................................................................................................ 49

4.5 Participation of the Principal and Selling Shareholders in the Offering ................................. 50

4.6 Extension of Subscription Period and the International and Turkish Offer Period; Termination of the Offering ............................................................................... 50

4.7 Delivery and Settlement ......................................................................................................... 51

4.8 Admission to Stock Exchanges and Commencement of Trading .......................................... 52

4.8.1 Listing on the Vienna Stock Exchange .................................................................................. 52

4.8.2 Listing on the Istanbul Stock Exchange ................................................................................. 52

4.9 Stabilisation and over-allotment ............................................................................................. 52

4.10 Transferability of the Shares .................................................................................................. 53

4.11 Lock-up Agreements .............................................................................................................. 53

4.12 Market Maker ......................................................................................................................... 53

5 Use of Proceeds ................................................................................................................... 54

6 The DO & CO Share and its listings ................................................................................... 55

6.1 General ................................................................................................................................... 55

6.2 The Vienna Stock Exchange .................................................................................................. 55

6.2.1 Organization and Market Segments ...................................................................................... 55

6.2.2 Trading and Settlement .......................................................................................................... 56

6.3 The Istanbul Stock Exchange ................................................................................................ 56

6.3.1 Organization and Market Segments ...................................................................................... 56

6.3.2 Trading and Settlement .......................................................................................................... 59

6.4 Share Price Development ...................................................................................................... 60

7 Dividend Policy .................................................................................................................... 61

8 Capitalization ........................................................................................................................ 62

9 Dilution .................................................................................................................................. 63

10 Selected Consolidated Financial Information and Operating Data................................. 64

11 Operating and Financial Review ......................................................................................... 67

11.1 Key factors affecting the business of the DO & CO Group .................................................... 67

11.1.1 Developments in the airline industry in general ..................................................................... 67

11.1.2 Customer concentration ......................................................................................................... 67

11.1.3 General economic conditions in Austria, Turkey, and other major economies in Europe, North America and Asia ..................................................................... 68

11.1.4 Developments in the tourism industry in Austria and the Group’s other major markets ........................................................................................................................ 68

11.1.5 Seasonal fluctuations ............................................................................................................. 68

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11.1.6 Unforeseen events like terrorist attacks, natural catastrophes or political unrest ..................................................................................................................................... 68

11.1.7 Fluctuations in earnings due to the impact of major one-off contracts .................................. 68

11.1.8 Foreign currency fluctuations and exchange rate effects ...................................................... 69

11.1.9 Impact of at-cost-sales ........................................................................................................... 69

11.1.10 Workforce developments and increases in average wages .................................................. 70

11.1.11 Acquisitions, significant new contracts and opening of new units ......................................... 70

11.2 Risk management .................................................................................................................. 70

11.2.1 Trends specific to the airline industry ..................................................................................... 70

11.2.2 Terrorism and political unrest ................................................................................................. 71

11.2.3 Economic developments ........................................................................................................ 71

11.2.4 Hygiene .................................................................................................................................. 71

11.2.5 Personnel ............................................................................................................................... 71

11.2.6 Legal and compliance ............................................................................................................ 71

11.2.7 Foreign currency management .............................................................................................. 71

11.2.8 Liquidity management ............................................................................................................ 71

11.2.9 Customer defaults .................................................................................................................. 72

11.2.10 Interest rate management ...................................................................................................... 72

11.2.11 Critical accounting and valuation policies .............................................................................. 72

11.3 Comparison of the six months periods ending 30 September 2010 and 30 September 2009 ......................................................................................................... 74

11.3.1 Income statement for the Group (consolidated results) ......................................................... 74

11.3.2 Airline Catering division .......................................................................................................... 77

11.3.3 International Event Catering division ..................................................................................... 78

11.3.4 Restaurants, Lounges & Hotel division .................................................................................. 79

11.4 Comparison of financial years ending 31 March 2010 and 31 March 2009 ....................................................................................................................................... 80



11.4.3 International Event Catering division ..................................................................................... 86

11.4.4 Restaurants, Lounges & Hotel division .................................................................................. 87

11.5 Comparison of financial years ending 31 March 2009 and 31 March 2008 ....................................................................................................................................... 88



11.5.3 International Event Catering Division ..................................................................................... 92

11.5.4 Restaurants, Lounges & Hotel Division ................................................................................. 93

11.6 Liquidity and capital resources ............................................................................................... 94

11.6.1 Overview ................................................................................................................................ 94

11.6.2 Cash flow................................................................................................................................ 94

11.6.3 Composition of the balance sheet data as of 30 September 2010 ........................................ 97

11.6.4 Capital resources ................................................................................................................... 98

11.7 Working Capital Statement .................................................................................................... 99

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11.8 Investments in progress and principal future investments ..................................................... 99

11.9 Recent Developments and Outlook ..................................................................................... 100

12 Industry Overview .............................................................................................................. 101

12.1 General ................................................................................................................................. 101

12.2 General macroeconomic trends ........................................................................................... 101

12.3 Airline Catering: market and competition ............................................................................. 101

12.3.1 Overview of global airline industry ....................................................................................... 102

12.3.2 Austrian air traffic market ..................................................................................................... 102

12.3.3 Regional growth and special focus on the Turkish air traffic market ................................... 103

12.3.4 Overview of global airline catering industry ......................................................................... 104

12.3.5 Major players in airline catering ........................................................................................... 104

12.3.6 Airline catering market in Austria ......................................................................................... 105

12.3.7 Airline catering market in Turkey ......................................................................................... 105

12.3.8 Airline catering market in Germany ...................................................................................... 105

12.3.9 Airline catering market in Italy .............................................................................................. 105

12.3.10 Other airline catering markets .............................................................................................. 105

12.4 International Event Catering: market and competition ......................................................... 106

12.5 Restaurants, Lounges & Hotel: market and competition ..................................................... 106

13 Business ............................................................................................................................. 108

13.1 Introduction........................................................................................................................... 108

13.2 Strengths .............................................................................................................................. 108

13.3 Strategy ................................................................................................................................ 111

13.4 The Company and the structure of the Group ..................................................................... 114

13.5 Production/infrastructure ...................................................................................................... 114

13.6 Airline Catering division ........................................................................................................ 115

13.6.1 Range of services ................................................................................................................ 115

13.6.2 Customers in Airline Catering .............................................................................................. 117

13.7 International Event Catering division ................................................................................... 120

13.7.1 Range of services ................................................................................................................ 120

13.7.2 Key customers in International Event Catering .................................................................... 121

13.8 Restaurants, Lounges & Hotel division ................................................................................ 122

13.8.1 Restaurants and bars ........................................................................................................... 122

13.8.2 Airport lounges ..................................................................................................................... 123

13.8.3 Hotel ..................................................................................................................................... 124

13.8.4 Staff restaurants ................................................................................................................... 124

13.9 Intellectual property .............................................................................................................. 124

13.10 Employment matters ............................................................................................................ 125

13.11 Real property ........................................................................................................................ 126

13.11.1 Headquarters of the DO & CO Group in Vienna .................................................................. 126

13.11.2 SKY GOURMET premises at the Vienna International Airport ............................................ 127

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13.11.3 TURKISH DO & CO premises at Turkish airports................................................................ 127

13.11.4 DO & CO LONDON premises adjacent to the London/Heathrow airport ............................ 127

13.11.5 Other material leases of the DO & CO Group in Vienna ..................................................... 127

13.11.6 Other material leases of the DO & CO Group in Istanbul .................................................... 128

13.11.7 Other leased property .......................................................................................................... 128

13.11.8 Owned property .................................................................................................................... 128

13.12 Insurance.............................................................................................................................. 128

13.13 Material contracts ................................................................................................................. 128

13.13.1 Joint venture agreement with THY ....................................................................................... 129

13.13.2 Airline catering agreements ................................................................................................. 129

13.13.3 Other catering agreements .................................................................................................. 129

13.13.4 Lease agreements ............................................................................................................... 129

13.13.5 Financing contracts .............................................................................................................. 130

13.14 Litigation and administrative proceedings ............................................................................ 130

14 Regulatory Framework ...................................................................................................... 131

14.1 General regulatory framework applicable to all divisions ..................................................... 131

14.1.1 Food safety........................................................................................................................... 131

14.1.2 Hygiene management .......................................................................................................... 131

14.1.3 Environmental issues/waste management .......................................................................... 131

14.2 Specific regulatory framework applicable to the Airline Catering division ................................................................................................................................. 132

14.3 Permits and licences ............................................................................................................ 133

14.4 Litigation and administrative proceedings in relation to permits and licenses ................................................................................................................................ 133

15 The Company ..................................................................................................................... 134

15.1 General information about the Company ............................................................................. 134

15.1.1 Legal and commercial name, registered seat, financial year, duration ............................... 134

15.1.2 Corporate history .................................................................................................................. 134

15.1.3 Corporate purpose ............................................................................................................... 134

15.1.4 Group structure .................................................................................................................... 135

15.1.5 Significant subsidiaries ......................................................................................................... 137

15.1.6 Auditors ................................................................................................................................ 137

15.1.7 Notices ................................................................................................................................. 137

15.1.8 Paying agent and depository ............................................................................................... 137

15.2 Description of the share capital of the Company ................................................................. 138

15.2.1 Share capital and Shares ..................................................................................................... 138

15.2.2 Development of the share capital since 2000 ...................................................................... 138

15.2.3 Authorized capital ................................................................................................................. 138

15.2.4 Capital Increase in connection with the Offering.................................................................. 139

15.2.5 Authorisation to issue convertible bonds and other financial instruments and conditional capital .......................................................................................................... 139

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15.2.6 Conversion and option rights ............................................................................................... 140

15.2.7 Form and certification of the Shares .................................................................................... 140

15.2.8 General provisions regarding a change of the share capital ............................................... 140

15.2.9 Treasury Shares ................................................................................................................... 141

15.2.10 General provisions regarding subscription rights ................................................................. 142

15.2.11 Dissolution ............................................................................................................................ 142

15.2.12 Liquidation rights .................................................................................................................. 142

15.3 Principal shareholders .......................................................................................................... 142

15.3.1 Shareholder structure ........................................................................................................... 142

15.3.2 Participation of the Principal and Selling Shareholders in the Offering ............................... 143

15.3.3 Controlling Interests ............................................................................................................. 143

15.4 Management and Corporate Governance ........................................................................... 144

15.4.1 General ................................................................................................................................. 144

15.4.2 Management Board (Vorstand) ............................................................................................ 144

15.4.3 Senior Managers .................................................................................................................. 146

15.4.4 Supervisory Board (Aufsichtsrat) ......................................................................................... 148

15.4.5 Duty of loyalty and care ........................................................................................................ 150

15.4.6 Certain additional information about board members .......................................................... 151

15.4.7 General shareholders’ meeting ............................................................................................ 155

15.4.8 Dividend rights ..................................................................................................................... 157

15.4.9 Compliance with the Austrian Code of Corporate Governance ........................................... 157

16 Related Party Transactions and Certain Relationships ................................................. 159

16.1 Certain relationships ............................................................................................................ 159

16.2 Related party transactions ................................................................................................... 159

16.2.1 Lease and financing agreements with RLB NÖ-WIEN ........................................................ 159

16.2.2 Lease agreements with PS DOGUDAN ............................................................................... 159

16.2.3 Agreements with THY .......................................................................................................... 160

16.3 Agreements with UNIQA ...................................................................................................... 161

16.4 Consulting and legal services provided by members of the Supervisory Board ................................................................................................................ 161

16.5 Shares held by board members in the Company and other companies of the Group ....................................................................................................... 161

16.6 Activities of members of the Management Board in companies other than the Company ................................................................................................................ 161

17 Regulation of the Austrian and Turkish Securities Markets .......................................... 162

17.1 Regulation of the Austrian Securities Markets ..................................................................... 162

17.1.1 General ................................................................................................................................. 162

17.1.2 Notification and Disclosure of Shareholdings ...................................................................... 162

17.1.3 Insider Trading & Ad-hoc Information .................................................................................. 162

17.1.4 Market Manipulation ............................................................................................................. 163

17.1.5 Takeover Regulation ............................................................................................................ 164

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17.2 Regulation of the Turkish securities markets ....................................................................... 165

17.2.1 Regulation of foreign shares registered with the CMB and rights and ongoing obligations in connection therewith ........................................................................ 165

17.2.2 Disclosure of special events and beneficial ownership interests in shares ................................................................................................................................... 166

17.2.3 Insider trading & market manipulation ................................................................................. 167

17.2.4 Mandatory offer .................................................................................................................... 168

18 Taxation............................................................................................................................... 169

18.1 Certain Austrian tax consequences for holders of Shares ................................................... 169

18.1.1 General ................................................................................................................................. 169

18.1.2 Taxation of dividends ........................................................................................................... 169

18.1.3 Taxation of capital gains ...................................................................................................... 170

18.1.4 Inheritance and gift tax ......................................................................................................... 171

18.1.5 Capital contribution tax ......................................................................................................... 171

18.2 Certain Turkish tax consequences for holders of Shares .................................................... 171

18.2.1 General ................................................................................................................................. 171

18.2.2 Tax status of shareholders ................................................................................................... 172

18.2.3 Taxation of capital gains ...................................................................................................... 172

18.2.4 Taxation of dividends ........................................................................................................... 173

18.2.5 Foreign tax credit ................................................................................................................. 174

18.2.6 Stamp tax ............................................................................................................................. 175

18.2.7 Other taxes ........................................................................................................................... 175

18.2.8 Tax treaties........................................................................................................................... 175

19 Underwriting ....................................................................................................................... 176

19.1 Description of underwriting arrangements ........................................................................... 176

19.2 Commissions ........................................................................................................................ 176

19.3 Termination, indemnity ......................................................................................................... 177

19.4 Other relationships ............................................................................................................... 177

20 Selling restrictions ............................................................................................................. 178

20.1 Investors’ representations and restrictions on resale .......................................................... 178

20.2 United Kingdom .................................................................................................................... 179

20.3 European Economic Area .................................................................................................... 179

21 Glossary .............................................................................................................................. 180

22 Statement pursuant to commission regulation (EC) no 809/2004 of 29 April 2004 and pursuant to section 8 para 1 Capital Market Act ........................................................................................................................................ 194

23 German Translation of the Summary/Zusammenfassung ............................................. 195

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1 Important Information

1.1 Definitions

In this document, references to the “Prospectus” are to this document, references to the “DO & CO Group” or the “Group” are to DO & CO Restaurants & Catering Aktiengesell-schaft together with its consolidated subsidiaries, and references to the “Company” or “DO & CO” are to DO & CO Restaurants & Catering Aktiengesellschaft. For frequently used abbreviations see Chapter 21 “Glossary”.

1.2 Forward-looking statements

This Prospectus contains certain forward-looking statements relating to the Company’s and/or the DO & CO Group’s business, its financial performance and results, and the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. Such statements reflect Management’s current views with respect to future events and are subject to risks and uncertainties. In this Prospectus, forward-looking statements include statements relating to: • the Group’s implementation of its strategic initiatives; • the development of aspects of the Group’s results of operations; • certain financial targets the Group has set for itself; • Management’s expectations of the impact of risks that affect the Group’s business,

including those set forth below under Chapter 3 “Risk Factors”; and • other statements relating to the Group’s future business development and economic

performance and general economic trends and developments. Management bases these forward-looking statements on its current plans, estimates, projections and expectations. These statements are based on certain assumptions that, although reasonable at this time, may prove to be erroneous. Investors should not place undue reliance on these forward-looking statements. Many factors could cause the Group’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include: • Developments in the airline industry in general as well as passenger volumes of the

group’s key airline customers;

• changes in economic conditions; • terrorist attacks, military conflicts and pandemic diseases; • strikes or other labor conflicts; • other factors that are discussed in more detail under “Risk Factors” and “Operating

and Financial Review” below; and • factors that are not known to the Group’s management at this time. Should one or more of these risks or uncertainties materialise, or should underlying assum-ptions prove incorrect, events described in this Prospectus might not occur or actual results may deviate materially from those described in this Prospectus as anticipated, believed, estimated or expected, and the Group may not be able to achieve its financial targets and strategic objectives. Other than required by section 6 of the Capital Markets Act, the Company does not intend, and does not assume any obligation, to update industry information or forward-looking statements set forth in this Prospectus.

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1.3 Presentation of financial and other information 1.3.1 Financial information

The audited consolidated financial statements of the Company as of, and for the years ended, 31 March 2010, 2009 and 2008, in the English language (including the notes thereto, the “Audited Annual Consolidated Financial Statements”), and the audited interim consolidated financial statements of the Company as of, and for the six months ended, 30 September 2010, including comparable figures for 30 September 2009, in the English language (including the notes thereto, the “Audited Interim Consolidated Financial Statements” and together with the Audited Annual Consolidated Financial Statements, the “Audited Consolidated Financial Statements”) are incorporated by reference into this Prospectus and are defined herein as the “Documents Incorporated by Reference”. English translations of the auditors’ reports (Bestätigungsvermerke) issued in compliance with Austrian law are included as part of the Audited Consolidated Financial Statements. The Documents Incorporated by Reference have been filed with the FMA and will be available at the Company’s corporate headquarters at A-1110 Vienna, Dampfmühlgasse 5 during normal business hours for 12 months from the date of this Prospectus, see “Documents Available for Inspection”. The Audited Consolidated Financial Statements may also be inspected on the following special website of the Company: www.doco-financials.com:

• DO & CO Interim Financial Report 2010/2011: the audited interim consolidated

financial statements as of, and for the six months ended, 30 September 2010 (the “Audited Interim Consolidated Financial Statements 2010/2011”): DO & CO Consolidated Statement of Financial Position as of 30 September 2010, page 22; DO & CO Consolidated Income Statement for the six months ended 30 September 2010, page 22; DO & CO Consolidated Cash Flow Statement as of 30 September 2010, page 23; DO & CO Consolidated Statement of Changes in Shareholders’ Equity as of 30 September 2010, page 24; DO &CO Consolidated Statement of Income and Accumulated Earnings as of 30 September 2010, page 24; DO & CO List of Subsidiaries, page 25; DO & CO Notes to the Consolidated Financial Statements as of 30 September 2010, pages 26-52; Auditor’s Opinion and Auditor’s Report, pages 53-54;

• DO & CO Annual Financial Report 2009/2010: the audited annual consolidated

financial statements as of, and for the year ended, 31 March 2010 (the “Audited Annual Consolidated Financial Statements 2009/2010”): DO & CO Consolidated Statement of Financial Position 2009/2010, page 34; DO & CO Consolidated Income Statement 2009/2010, page 35; DO & CO Consolidated Cash Flow Statement 2009/2010, page 36; DO & CO Consolidated Statement of Changes in Shareholders’ Equity 2009/2010, page 37; DO & CO Consolidated Statement of Comprehensive Income 2009/2010, page 37; DO & CO List of Subsidiaries, page 38; DO & CO Notes to the Consolidated Financial Statements 2009/2010, pages 39-65; Auditor’s Opinion and Auditor’s Report, pages 68-69;


financial statements as of, and for the year ended, 31 March 2009 (the “Audited Annual Consolidated Financial Statements 2008/2009”): DO & CO Consolidated Balance Sheet 2008/2009, page 35; DO & CO Consolidated Income Statement 2008/2009, page 36; DO & CO Consolidated Cash Flow Statement 2008/2009, page 37; DO & CO Consolidated Statement of Changes in Shareholders’ Equity 2008/2009, page 38; DO & CO List of Subsidiaries, page 39; DO & CO Notes to the Consolidated Financial Statements 2008/2009, pages 40-66; Independent Auditor’s Report, page 70-71;


financial statements as of, and for the year ended, 31 March 2008 (the “Audited Annual Consolidated Financial Statements 2007/2008”): DO & CO Consolidated Balance Sheet 2007/2008, page 31; DO & CO Consolidated Income Statement

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2007/2008, page 32; DO & CO Consolidated Cash Flow Statement 2007/2008, page 33; DO & CO Consolidated Statement of Changes in Shareholders’ Equity 2007/2008, page 34; DO & CO List of Subsidiaries, page 35; DO & CO Notes to the Consolidated Financial Statements 2007/2008, pages 36-62; Independent Auditor’s Report, pages 66-68.

The Audited Consolidated Financial Statements were audited by PKF Centurion Wirtschaftsprüfungsgesellschaft mbH.

The DO & CO Group has prepared the Audited Consolidated Financial Statements contained herein in accordance with International Financial Reporting Standards (“IFRS”). The Company’s management reports (Lagebericht) are available for inspection at the Company’s corporate headquarters at A-1110 Vienna, Dampfmühlgasse 5. The Audited Consolidated Financial Statements (including the accompanying notes) incorporated herein by reference are translations of the original German language documents. Certain numerical information and other amounts and percentages presented in this Prospectus may not sum-up due to rounding. In addition, certain figures in this document have been rounded to the nearest whole number.

1.3.2 Unaudited operating information

Unaudited operating information in relation to the business of the DO & CO Group included in the Prospectus is derived from the following sources: (i) management accounts for the relevant accounting periods presented; and (ii) internal financial reporting systems supporting the preparation of financial statements. These management accounts are prepared using information derived from accounting records used in the preparation of the financial statements of the DO & CO Group, but may also include certain management assumptions and analyses.

1.3.3 Industry and market data

This Prospectus contains information from third parties in the form of industry and market data as well as statistics and calculations derived from industry reports and studies, market research reports, publicly available information and commercial publications. Such third party sources include the following publications, statistics and surveys:

• European Economic Forecast – European Commission Forecast Spring 2010,

http://www.ec.europa.eu/economy_finance/publications/european_economy/2010/pdf/ee-2010-2_en.pdf

• EUROSTAT,

http//epp.eurostat.ec.europa.eu, subpage ”Real GDP growth rate”

• EUROSTAT,

http://epp.eurostat.ec.europa.eu/portal/page/portal/population/data/main_tables

• EUROSTAT, http://epp.eurostat.ec.europa.eu/portal/page/portal/transport/data/main_tables

• STATISTIK AUSTRIA, 20 April 2010,

Kommerzieller Luftverkehr gegliedert nach Flugbewegungen und Fluggästen, http://www.statistik.at/web_de/statistiken/verkehr/luftfahrt/personenverkehr/022539.html

• STATISTIK AUSTRIA, 30 July 2010,

Kommerzieller Luftverkehr nach Flugbewegungen und Fluggästen 1. Quartal 2009 - 1. Quartal 2010, http://www.statistik.at/web_de/statistiken/verkehr/luftfahrt/personenverkehr/051484.html

• Vienna International Airport, Annual Report 2009,

http://ir.viennaairport.com/jart/prj3/ir/main.jart?rel=de&content-id=1204882118229&reserve-mode=active

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• IATA, Financial Forecast Report June 2010, http://www.fapaa.org/pdf/2010/IATA_Economic_Briefing-FinancialForecast_June2010.pdf

• IATA, Air Transport Market Analysis, July 2010,

http://www.fapaa.org/pdf/2010/MIS_Note_Jul10.pdf

• DATAMONITOR: Global Airlines – Industry Profile,

published: December 2009

• EUROMONITOR International: Travel and Tourism Forecast, published: November 2009

• World Economic Outlook Update of the International Monetary Fund, published: 26 January 2010, http://www.imf.org/external/pubs/ft/weo/2010/update/01/

• BOEING Current Market Outlook 2010-2029,

http://www.boeing.com/commercial/cmo/index.html

• Ministry of Tourism of the Republic of Turkey,

Number of Arriving-Departing Foreigners and Citizens Bulletin, http://www.turizm.gov.tr

• Turkish Civil Aviation Authority, Directorate General of Civil Aviation,

www.shgm.gov.tr

• General Directorate of State Airports Authority, Monthly Traffic Bulletins

http://www.dhmi.gov.tr/istatistik.aspx

• Reuters,

http://www.forexyard.com/en/news/Turkey-raises-2010-economic-growth-rate-to-68- pct-2010-10-10T115112Z-UPDATE-2

• Nielsen: survey March 2010

• Skytrax – World Airlines Awards 2010, catering economy class http://www.worldairlinesawards.com/Awards-2010/ycatering.htm

• Skytrax – World Airlines Awards 2010, catering business class

http://www.worldairlinesawards.com/Awards-2010/jcatering.htm

• Vienna International Airport, press release 26 August 2010,

http://www.flughafen-wien.at/jart/prj3/va/main.jart?rel=de&reserve-mode=active&content-id=1249344074280&news_beitrag_id=1282778511160

• LUFTHANSA website:

http://konzern.lufthansa.com/de/themen/lsg-sky-chefs.html

• Stocks – the Swiss Investors Gate: http://www.stocks.ch/home_nachricht/Gategroup_Finanzchef_Thomas_Bucher__ Unser_Umsatz_sinkt_weniger_stark_als_der_Gesamtmarkt__539

• SERVAIR website: http://www.servair.fr/chiffres.aspx

In some cases there is no readily available external information. Especially certain market share information and other statements in this Prospectus regarding the catering industry and the position of the DO & CO Group relative to its competitors are not based on published statistical data or information obtained from independent third parties. Rather, such information and statements reflect the Management’s best estimates based upon information obtained from trade and business organizations and associations and other contacts within the industry in which it operates, as well as information published by its competitors. In the opinion of Management such data are useful for the purpose of helping investors to understand the industry in which the Group operates and the Group’s position

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within the industry. However, Management does not have access to the facts and assump-tions underlying the numerical data, market data and other information extracted from publicly available sources and has not independently verified market data provided by third parties or industry or general publications. In addition, while in the opinion of Management, its internal research is reliable, such research has not been verified by any independent sources. The Company confirms that the information provided by third parties has been accurately reproduced. So far as Management is aware and has been able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. However, Management has not independently verified such data.

1.3.4 Exchange rate information

Solely for convenience purposes, this Prospectus contains translations of certain Turkish Lira or US Dollars into Euros at the following reference rates, as published by the European Central Bank as of 1 November 2010: EUR/TRY: 1.9872 EUR/USD: 1.3926 (source: http://www.ecb.int/stats/exchange/eurofxref/html/index.en.html). No representation is made that the amounts referred to herein as convenience translations have been or could be converted at the indicated rates.

1.3.5 Additional information Certain figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

1.4 Documents available for inspection

Copies of the following documents will be available at the Company’s corporate headquarters at A-1110 Vienna, Dampfmühlgasse 5 (Tel: +43-1-74000-0) during usual business hours for 12 months from the date of this Prospectus:

• the Articles of Association of DO & CO Restaurants & Catering Aktiengesellschaft;

and

• the Audited Consolidated Financial Statements.

In addition, the following documents may be inspected on the Company’s website (www.doco.com): • the Articles of Association of DO & CO Restaurants & Catering Aktiengesellschaft;

and. • this Prospectus.

This Prospectus is also available at the offices of Erste Group Bank AG in A-1020 Vienna, Obere Donaustraße 17-19 during usual business hours.

The Company’s Articles of Association and any other information displayed on the Company’s website do not form a part of this Prospectus nor are they incorporated by reference in this Prospectus, unless explicitly otherwise stated in this Prospectus. The Audited Consolidated Financial Statements may also be inspected on the following special website of the Company: www.doco-financials.com (see Chapter 1.3.1 “Financial Information”).

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2 Summary Warning: This summary must be read as an introduction to this Prospectus, and any decision to invest in the Offered Shares should be based on a consideration of this Prospectus as a whole, including the Consolidated Financial Statements and the matters set out under Chapter 3 “Risk Factors”. Where a claim relating to the information contained in this Prospectus is brought before a court, a plaintiff investor might, under the national legislation of the relevant signatory state of the EEA, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. In the event that such legal proceedings are initiated before a court in Austria, a German translation of the Prospectus will be required, and the costs thereof will have to be borne initially by the plaintiff investor and ultimately by the party held to be responsible therefore in the legal proceedings. No civil liability will attach in respect of this summary unless it is misleading, inaccurate or inconsistent when read together with the other sections of this Prospectus.

2.1 The DO & CO Group

2.1.1 Business

The DO & CO Group is an international catering and hospitality business based in Austria, providing solutions tailored to its customers’ specific needs from food to hospitality entertainment. The Group developed from a restaurant and delicatessen store established in 1981 in Vienna’s city centre. Since then, the DO & CO Group has transformed itself through organic growth and acquisitions into an international catering and hospitality provider active in three business segments: Airline Catering, International Event Catering and Restaurants, Lounges & Hotel. The Group currently operates 19 gourmet kitchens in three continents to provide food and catering services to each division. The Group had consolidated annual sales of EUR 352.74 million and EBITDA of EUR 36.03 million in FY 2009/2010 and sales of EUR 222.72 million and EBITDA of EUR 23.92 million in the six months ended 30 September 2010. Approximately 61.6% of its consolidated annual sales in FY 2009/2010 and approximately 65.8% of its consolidated sales during the six months ended 30 September 2010 were generated outside of Austria.

In the Airline Catering division, the DO & CO Group currently caters more than 60 airlines at 23 airports in Austria, Turkey, the United States, the United Kingdom, Germany, Italy and Malta, including, in particular, the home carriers of Turkey, THY, and Austria, AUSTRIAN, to which it provides a comprehensive set of services at their main hubs in Istanbul/Atatürk and Vienna, respectively. The Airline Catering division contributed 73.3% of the Group's consolidated annual sales in FY 2009/2010 and 76.6% during the six months ended 30 September 2010 respectively. The Group's International Event Catering division is one of the few globally active providers of international event catering services and provides catering for major sport events, as well as corporate and private parties. The Group has catered for major international events, such as almost all Formula 1 Grand Prix races, the EURO 2004 and 2008 UEFA Football Championships in Portugal and in Austria/Switzerland, the ATP Tennis Masters in Madrid, the Americas Cup in Valencia, UEFA Champions League Finals, the 2010 FIBA basketball world championship finals in Istanbul, golf tournaments and the World Cup Skiing in Kitzbühel. The International Event Catering division contributed 9.6% of the Group's consolidated annual sales in FY 2009/2010 and 10.1% during the six months ended 30 September 2010 respectively. The Restaurants, Lounges & Hotel division currently operates one hotel (DO & CO Stephansplatz, Vienna) and seven restaurants and bars in upmarket areas in and around Vienna and Salzburg, including the DO & CO restaurants at Stephansplatz (Vienna), Albertina (Vienna) and Casino Baden (Baden) and the Demel cafés in Vienna and Salzburg. Furthermore, the Group operates several restaurants within the British Museum in London. The Group also operates airport lounges for key airline customers in Vienna, Frankfurt, New York/JFK, Adana/Şakir Paşa and, as of October 2010, in London/Heathrow, as well as six staff restaurants in Austria and one in London. In 2009, the Group started a project for the conversion of two historic palaces on the Bosphorus in Istanbul into a hotel

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and restaurant facility through its joint venture with THY, which are expected to open in 2012. In 2010, the Group leased a building in the city centre of Vienna and started a project for the conversion of this building into a flagship location with various restaurants, retail shops as well as event and meeting facilities. The Restaurants, Lounges & Hotel division contributed 17.1% of the Group's consolidated annual sales in FY 2009/2010 and 13.3% during the six months ended 30 September 2010, respectively.

2.1.2 Strengths

In the opinion of Management, the following are the Group’s core strengths: • Quality focus;

• Expanding portfolio of long-term customer relationships;

• Flexible cost structure;

• Portfolio of well-known brands;

• Entrepreneurial management able to react quickly to changes in the market

environment;

• Track record resulting in a strong capital and cash position. 2.1.3 Strategy

Management intends to continue to expand the Group’s worldwide network while further increasing its margins. In the opinion of Management, the added financial means it expects the Group to receive through the Offering will enable the Group to demonstrate the neces-sary financial power and stability required to acquire additional high-volume contracts and to position the Group for acquisition opportunities. The key elements of this strategy are:

• Focusing on customers and regions with potential for business development;

• Further strengthening the Group’s presence in Turkey;

• Leveraging existing relationships, infrastructure and brand awareness to develop

business across divisions, clients and locations;

• Developing through joint ventures, entry into retail sector and possible acquisitions;

• Focusing on being an innovative brand business;

• Further developing its portfolio of brands;

• Further maximizing economies of scale and maintaining a flexible cost structure.

2.2 The Offering

Subject Matter of the Offering

The Offering consists of an aggregated amount of up to 3,105,226 ordinary bearer shares of the Company with no par value each representing a calculated notional amount of EUR 2.00 of the nominal capital of the Company (the “Offered Shares”), consisting of 1,948,800 new shares from a capital increase (the “Offered New Shares”), 147,078 treasury shares of the Company (the “Offered Treasury Shares”), 604,318 existing shares offered by the Principal and Selling Shareholders (the “Offered Existing Shares”) and up to additional 405,030 existing shares offered

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by the Principal and Selling Shareholders to cover over-allotments (the “Offered Additional Shares”), each with dividend entitlement from and including FY 2010/2011. The Offering includes a rights offering for the subscription of the Offered New Shares and the Offered Treasury Shares to the Company’s share-holders (the “Rights Offering”). Such Offered New Shares and Offered Treasury Shares for which subscription rights are not exercised in the Rights Offering (the “Rump Shares”), the Offered Existing Shares and the Offered Additional Shares will be offered in (i) a public offering to retail investors and institutional investors in the Republic of Turkey (the “Turkish Public Offering”) and (ii) a non-public offering outside of the Republic of Turkey and the United States of America (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) to selected institutional investors in reliance on Regulation S under the Securities Act and other applicable exemptions (the “International Institutional Offering”). The offerings referred to in (i) and (ii) are hereinafter referred to as the “Global Offering”, and together with the Rights Offering as the “Offering”. The offering of the Offered Shares has not been and will not be registered under the securities laws of any jurisdiction other than the Republic of Turkey. The Offered Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States. Offered Shares may not be offered or sold within the United States, and may be offered or sold outside the United States only in reliance on Regulation S under the Securities Act.

Sole Global Coordinator and Sole Bookrunner

İş Yatırım Menkul Değerler A.Ş., İş Kuleleri, Kule 2 Kat 12, 34330, 4. Levent / İstanbul, Turkey (the “Sole Bookrunner”).

Co-Lead Managers Erste Group Bank AG, Graben 21, A-1010 Vienna, Austria, WOOD & Company Financial Services, a.s., Palladium, Náměstí Republiky 1079/1a, 110 00 Praha 1, Czech Republic, and Renaissance Capital Limited, One Angel Court, London EC2R 7HJ, United Kingdom (the “Co-Lead Managers” and together with the Sole Bookrunner, the “Managers”).

Maximum Offer Price

The maximum Offer Price has been set at EUR 21.90 per Offered Share.

Final Offer Price The final Offer Price will be determined by the Company in consultation with the Sole Bookrunner on the basis of a book-building process and may be higher than the price of the Existing Shares on the VSE at any time prior to and including the day when the final Offer Price will be determined which is expected to be on or about 26 November 2010.

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Publication of Final Offer Price The final Offer Price will be announced via electronic

media on or about 26 November 2010 and published in the Official Gazette of the Wiener Zeitung (Amts-blatt zur Wiener Zeitung) as soon as possible there-after, but no earlier than the next working day. In Turkey, the final Offer Price and the allocation of the Offered Shares will be publicly disclosed by the Sole Bookrunner through the Turkish Public Disclosure Platform (KAP) on the working day following the allocation of the Offered Shares through the approval of the final distribution list.

Subscription Period, International Offer Period and Turkish Offer Period

The Subscription Period during which shareholders of the Company may exercise their subscription rights runs from 12 November 2010 to 26 November 2010. The International Offer Period during which institutional investors may submit formal bids for the purchase of Offered Shares in the International Institutional Offering begins on 25 November 2010 and is expected to end on 26 November 2010. The Turkish Offer Period during which retail investors and institutional investors in the Republic of Turkey may offer to purchase the Offered Shares in the Turkish Public Offering begins on 25 November 2010 and is expected to end on 26 November 2010. The Offering, the Subscription Period, the Interna-tional Offer Period and the Turkish Offer Period may be extended, the Turkish Offer Period however only to a maximum of 30 days. The Rights Offering may be terminated at any time at the absolute discretion of the Company. Under the Underwriting Agreement, the Offering may be suspended or terminated and the International Offer Period and the Turkish Offer Period may be terminated only if certain circumstan-ces arise, such as the occurrence of force majeure, regulatory measures which make the completion of the Offering impossible or significantly difficult or the failure to obtain demand for all the Offered Shares at the final Offer Price.

Subscription Ratio Shareholders are entitled to subscribe for four Offered New Shares and/or Offered Treasury Shares for every fifteen Existing Shares held on 11 Novem-ber 2010, 23:59 CET, at the final Offer Price, which will be equal to or below the maximum Offer Price.

Exercise of Subscription Rights Subscription rights may be exercised during the Subscription Period. Holders of subscription rights held through a depositary bank that maintains a securities account with OeKB or through a financial institution that is a participant in Euroclear or Clearstream, are required to exercise their sub-scription rights by instructing such bank or financial institution to subscribe for Offered New Shares and/or Offered Treasury Shares on their behalf. Shareholders exercising subscription rights are requested to set price limits only in multiples of EUR 0.25 per Offered New Share and/or Offered Treasury Share.

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Shareholders who do not wish to exercise their subscription rights at the maximum Offer Price, but who issue a subscription order at a lower price, will be assigned a number of Offered New Shares and/or Offered Treasury Shares corresponding to the num-ber of subscription rights exercised by such share-holder only if the price limit set by the shareholder is not lower than the final Offer Price. Subscription rights will expire without value if the price limit set by the shareholder is lower than the final Offer Price. The subscription rights will expire at the end of the Subscription Period on 26 November 2010 (or, in case of an earlier termination of the Rights Offering, on such earlier date). Subscription rights will not be traded on a stock exchange. Shareholders resident outside of the Company’s home country, Austria, may be restricted in their ability to exercise their subscription rights. The shareholders are therefore required to inform them-selves about and observe any such restrictions. The subscription rights have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States. Consequently, subscription rights may be exercised only by or on behalf of shareholders outside the United States in reliance on Regulation S under the Securities Act.

Participation of the Principal and Selling Shareholders

Prior to the Offering, AD PS holds 4,240,576 Existing Shares (54.40%) and DZR, an affiliate of RLB NÖ-WIEN, holds 1,928,628 Existing Shares (24.74%) in DO & CO. AD PS and DZR have announced that they will not exercise their subscription rights. In the Global Offering, AD PS is offering 149,680 Offered Existing Shares and up to 100,320 Offered Additional Shares; DZR is offering 454,638 Offered Existing Shares and up to 304,710 Offered Additio-nal Shares. If Stabilisation Measures are conducted, the Shares purchased through such stabilisation are returned to AD PS and DZR, thus reducing the amount of Shares sold by AD PS and DZR in the Offering (see “–Stabilisation/Over-allotment” below).

Delivery and Settlement

Delivery of the Offered Shares in book entry form against payment is expected to take place on 1 December 2010 (the “Closing Date”).

Stock Exchange Listings

The Company’s Existing Shares are listed on the Official Market (Amtlicher Handel) of the VSE under the symbol “DOC” and traded in the Prime Market segment. Application will be made to list the Offered New Shares in the Official Market (Amtlicher Handel) of the VSE. It is expected that the Offered New Shares will be traded in the Prime Market segment of the VSE starting on or about 2 December 2010.

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Application has been made to list the Shares on the ISE. It is expected that the Shares will be traded in the National Market segment of the ISE under the symbol “DOCO” starting on or about 2 December 2010.

Stabilisation/Over-allotment The Offered Additional Shares may be sold by the Principal and Selling Shareholders on the Closing Date for the purpose of covering over-allotments. The proceeds from the sale of the Offered Additional Shares or, if no or not all of the Offered Additional Shares are sold, funds from the sale of the Offered Existing Shares (calculated to be an amount equal to 13.04% of the gross proceeds of the Offering) (in each case, the “Stabilisation Funds”) will be alloca-ted to the Sole Bookrunner to conduct transactions with a view to supporting the market price of the Shares at levels above those which might otherwise prevail in the open market (“Stabilisation Measures”) as described under Chapter 4.9 “Stabilisation and over-allotment”. There is no obligation on the part of the Sole Bookrunner to effect any Stabilisation Measures and any stabilising, if commenced, may be discontinued at any time. Under the applicable laws, Stabilisation Measures must be brought to an end (a) in Austria 30 calendar days after the date of the allocation of the Offered Shares (the “VSE Stabili-sation Period”) and (b) in Turkey 30 calendar days after the first trading day of the Shares on the ISE (the "ISE Stabilisation Period'') but upon expiry of either the VSE or the ISE Stabilisation Period the Sole Bookrunner will end any Stabilisation Measures both in Austria and Turkey and return to the Principal and Selling Shareholders (i) if no Stabilisation Measures were conducted, the total amount of Stabilisation Funds less the agreed fees, or (ii) if Stabilisation Measures were conducted, the purchased Shares (at the final Offer Price) together with the remaining amount of Stabilisation Funds. See Chapter 4.9 "Stabilisation and over-allotment'' for details of the Stabilisation Measures.

Lock-up

The Company, AD PS and DZR have each under-taken that they shall not take any actions which may directly or indirectly result in an increase of shares of the Company traded on the ISE and/or VSE during a period starting on 8 November 2010 and ending on the 180th day following the first trading day of the Shares on the ISE. However, this lock-up does not apply to the Offered Shares offered in the Offering and AD PS and DZR may freely sell any Shares that are returned to them upon completion of the VSE or the ISE Stabilisation Period. For further information on the lock-up agreements, see Chapter 4.11 “Lock-up Agreements”.

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International Securities Identification Number (ISIN)

AT0000818802 (shares) AT0000A0LF13 (subscription rights)

Reuters

DOCO.VI (VSE) DOCO.IS (ISE)

Bloomberg

DOC:AV (VSE) DOCO:TI (ISE)

Trading Symbol

DOC (VSE) DOCO (ISE)

2.3 Use of Proceeds

The Company will receive the net proceeds from the sale of the Offered New Shares and the Offered Treasury Shares, consisting of the gross proceeds from the sale minus (i) the offering-related costs (including commission and discretionary success fee of the Managers) and (ii) approximately EUR 1.9 million costs for the acquisition of the Offered Treasury Shares. The net proceeds from the Offering depend on the final Offer Price and the actual offering-related costs. Assuming that the Offered New Shares and the Offered Treasury Shares are sold at the maximum Offer Price and assuming that the commission of 1.50% and the discretionary success fee of 1.00% of the gross proceeds from the Offered Shares are paid to the Managers in full, the Company expects to receive net proceeds of approximately EUR 39.7 million.

The Company intends to use the proceeds from the Offered New Shares and the Offered Treasury Shares to strengthen its ability to fund investments and position itself for acquisition opportunities that, in the opinion of Management, will arise over the next three years.

2.4 Summary of Risk Factors

Before deciding to purchase shares in the Company, investors should carefully consider certain risks. These risks, which are presented in Chapter 3 “Risk Factors”, include in particular:

2.4.1 Risks relating to the DO & CO Group's business • The DO & CO Group's business may be affected by risks associated with the

aviation industry, such as cyclicality of the aviation industry, fuel price increases, taxation, airport and security charges, terrorist attacks and military conflicts, epidemics and natural disasters, aviation accidents and perceptions of safety;

• the DO & CO Group's business is concentrated with a few key clients in the Airline Catering division and depends on the continuation of major airline catering contracts with these clients;

• the International Event Catering business may experience significant fluctuations in earnings due to the impact of major one-off contracts;

• the results of the International Event Catering business depend, to a large extent, on the continuance of major event catering contracts;

• the results of the Restaurants, Lounges & Hotel business depend on the general economic conditions and the continuation of major contracts;

• the business of the Group in Turkey depends on the alignment of the Group’s interests with the interests of its joint venture partner and key customer THY;

24

• the DO & CO Group’s business is exposed to adverse economic developments, which may lead to a decrease of demand in all of its business divisions;

• the global financial and economic crisis has affected the DO & CO Group’s business

and is likely to affect the DO & CO Group’s business for as long as the challenging conditions persist;

• the DO & CO Group’s business may be affected by risks in relation to certain

countries in which the DO & CO Group operates;

• the DO & CO Group may be affected by credit risks related to its customers;

• fluctuations in currency exchange rates and interest rates could have a material adverse effect on the Company’s financial condition and results of operations;

• the insurance coverage currently maintained by the DO & CO Group may be inadequate;

• the DO & CO Group’s products depend on changing consumer expectations; • the DO & CO Group may be adversely affected by increasing competition;

• the business of the DO & CO Group may be affected by general risks relating to the

catering industry, including as to food hygiene standards;

• the DO & CO Group is dependent on present management and on its CEO, Attila Dogudan;

• the business of the Group is exposed to an integration and expansion risk;

• acquisitions that the Group may seek in the future involve a number of inherent risks;

• the future prospects of the DO & CO Group depend on its ability to attract and to retain highly qualified and skilled staff;

• the DO & CO Group may be adversely affected by successful claims of its employees;

• increasing costs of labour could significantly affect the Group’s financial condition

and results of operations;

• the pricing terms of the Group's contracts with customers may constrain its ability to recover costs and to make a profit on such contracts;

• the Group’s failure to protect its brand names and other intellectual property could

adversely affect its business;

• the Group’s internal controls and risk management may be insufficient;

• the Group may be affected by its long-term leases of key gourmet kitchens and/or key locations, in particular in case of a loss or downturn in business.

2.4.2 Regulatory Risk

• The DO & CO Group may be subject to product liability suits, which could adversely

affect its business;

• the DO & CO Group’s operating results may be adversely affected by the impact of food safety and health safety laws, waste disposal, civil aviation operations, aviation security, competition, tax and other laws or regulations to which it is subject;

25

• the DO & CO Group’s operating results may be adversely affected by the impact of labor laws, social security laws and taxation to which it is subject;

• the DO & CO Group may be subject to restrictions under antitrust laws, which could adversely affect its business.

2.4.3 Risks Relating to the Offering, the Shareholder Structure and the Shares • The market price of the Company’s shares following the Offering may be volatile;

• investors resident in countries other than Austria may suffer dilution if they are

unable to exercise subscription rights in future capital increases;

• the interests of shareholders who will not participate in this Offering will be substantially diluted;

• the Company has a shareholder with a controlling interest;

• rights of shareholders in an Austrian corporation may differ from rights of share-holders in a corporation organised in another jurisdiction;

• if the Offering is terminated prior to registration of the Capital Increase with the Commercial Register, the subscription rights in the Rights Offering will no longer exist, and if the Offering is terminated after the registration of the Capital Increase, subscribers will still be allocated Offered New Shares at the Offer Price while the price of the Shares might drop significantly because of the failure to complete the Offering;

• a suspension of trading in the Company’s Shares could adversely affect the share price;

• an active trading market in the Shares may not develop or may not be sustained;

• a sale of Shares by the Company’s principal shareholders may cause a decline in the Company’s share price or lead to a change of control.

• the Company’s ability to pay dividends on the Shares will depend on the availability

of distributable profits;

• the Company's shareholders could suffer total loss in the value of their shares in the event of the Company's insolvency;

• the Company will be subject to additional compliance obligations under Turkish law and may face difficulties in adapting to the evolving Turkish legislation on foreign issuers.

2.4.4 Risks Relating to Turkey • The level of inflation and the state of the current account deficit in Turkey could

adversely affect the Group’s business, financial position and results of operations or prospects;

• the Istanbul Stock Exchange is subject to a high degree of volatility;

• uncertainties relating to Turkey’s accession to the European Union may adversely affect the Turkish financial markets and result in greater volatility;

• political developments in Turkey may have a material adverse effect on the Group’s

business, financial condition, results of operations or prospects.

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2.5 Summary of Consolidated Financial Information

The selected financial information presented below is derived from the DO & CO Group’s Audited Annual Consolidated Financial Statements as of and for the FY ending 31 March 2008, 2009 and 2010 and the DO & CO Group’s Audited Interim Consolidated Financial Statements as of and for the six months period ending 30 September 2010 which have been prepared in accordance with IFRS and are incorporated by reference into this Prospectus. Investors should read the following information in conjunction with these financial statements, as well as Chapter 11 “Operating and Financial Review”.

Income Statement audited

six months

ended

30 September

audited

six months

ended

30 September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Sales 222.72 184.47 352.74 387.78 354.62

Other operating income 2.44 4.64 9.91 15.08 11.63

Costs of materials and services -92.49 -73.43 -140.40 -164.72 -137.83

Personnel expenses -68.68 -61.24 -119.75 -133.94 -127.51

Other operating expenses -40.06 -35.29 -66.47 -75.36 -70.77

EBITDA 23.92 19.14 36.03 28.83 30.14

Depreciation of tangible fixed assets and amortization of intangible fixed assets

-8.70 -8.36 -17.04 -16.81 -15.48

Impairment of tangible and intangible fixed assets 0.00 0.00 -0.42 -3.41 0.00

Amortization of goodwill 0.00 0.00 0.00 0.00 0.00

EBIT - Operating result 15.22 10.78 18.57 8.61 14.66

Financial result 1.09 0.52 0.69 0.23 -0.39

Profit before taxes 16.31 11.30 19.26 8.83 14.27

Income tax -5.09 -3.59 -6.14 -3.49 -5.20

Profit for the Year 11.22 7.72 13.12 5.35 9.08

Minority interests -3.55 -2.24 -3.46 -3.26 -2.66

Consolidated result 7.67 5.47 9.66 2.08 6.41

Balance Sheet audited

30 September

audited

30 September

audited

31 March

audited

31 March

audited

31 Marchin MEUR 2010 2009 2010 2009 2008

ASSETS

Intangible assets 23.38 27.02 25.35 28.73 38.86

Tangible assets 61.55 55.44 59.14 57.55 43.63

Financial assets 2.00 1.97 1.65 1.54 1.58

Fixed assets 86.93 84.43 86.14 87.82 84.07

Other long-term assets 1.20 0.95 1.77 1.05 0.33

Long-term assets 88.13 85.38 87.91 88.86 84.40

Inventories 12.39 11.77 10.33 11.24 8.11

Trade accounts receivable 42.06 36.42 31.21 31.88 41.63

Other Short-term accounts receivable and assets 16.32 18.25 14.03 18.02 15.91

Non-current assets held for sale 0.00 0.00 0.00 0.00 0.00

Cash and cash equivalents 57.29 17.68 29.17 15.13 26.07

Current assets 128.07 84.12 84.74 76.27 91.72

Deferred taxes 3.83 5.95 3.12 4.23 4.45

Total assets 220.03 175.45 175.77 169.36 180.57

LIABILITIES and SHAREHOLDERS´EQUITY audited

30 September

audited

30 September

audited

31 March

audited

31 March

audited

31 Marchin MEUR 2010 2009 2010 2009 2008

Equity attributable to the shareholders of the parent 82.91 72.18 76.90 68.60 67.99

Minority interests 19.27 14.32 16.44 12.07 9.85

Shareholders' equity 102.18 86.50 93.34 80.67 77.84

Long-term provisions 17.41 15.90 16.81 14.77 16.07

Long-term financial liabilities 0.00 0.00 0.00 8.50 14.34

Other long-term liabilities 0.00 0.21 0.26 0.23 6.73

Long-term liabilities 17.41 16.11 17.06 23.50 37.14

Short-term provisions 56.63 44.04 36.19 31.77 21.61

Short-term financial liabilities 0.00 0.92 0.00 6.70 6.10

Trade accounts payable 31.85 20.74 21.62 17.98 23.48

Liabilities directly allocable to non-current assets held for sale 0.00 0.00 0.00 0.00 0.00

Other short-term liabilities 11.96 7.14 7.56 8.74 14.40

Current liabilities 100.45 72.84 65.37 65.19 65.60

Total liabilities and shareholders' equity 220.03 175.45 175.77 169.36 180.57

27

Cash-Flow Statement audited

six months

ended 30

September

audited

six months

ended 30

September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Cash-flow from result 24.59 19.22 36.98 28.57 30.30

Working Capital Changes 18.63 8.21 14.68 -1.26 -2.18

Other changes -2.57 -2.20 -5.81 -2.65 -1.24

Cash-flow from operating activities 40.65 25.23 45.85 24.66 26.88

Cash-flow from investing activities -9.46 -6.28 -14.39 -23.91 -7.99

Cash-flow from financing activities -3.47 -15.96 -17.66 -11.85 -16.72

Total cash-flow 27.72 2.99 13.81 -11.10 2.17

Cash and cash equivalents at the beginning of the year 29.17 15.13 15.13 26.07 25.75

Cash and cash equivalents at the end of the year 57.29 17.68 29.17 15.13 26.07 Development of shareholders' equity audited

six months

ended 30

September

audited

six months

ended 30

September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Shareholders' equity as of begin of period 93.34 80.67 80.67 77.84 73.69

Consolidated result in reporting period 7.67 5.47 9.66 2.08 6.41


Currency translation differences of subsidiaries 0.56 0.45 0.62 -0.90 -0.21

Other changes 0.37 -0.90 0.24 0.76 -2.47

Dividend payment -1.91 -1.16 -1.16 -1.17 -0.97

Equity transaction costs -0.40 0.00 0.00 0.00 0.00

Changes in own shares -0.27 -0.28 -1.06 -0.16 0.00

Shareholders' equity as of end of period 102.18 86.50 93.34 80.67 77.84

Key Figures of the DO & CO Group audited

six months

ended

30 September

2010

audited

six months

ended

30 September

2009

audited

FY

2009/2010

audited

FY

2008/2009

audited

FY

2007/2008

Sales in MEUR 222.72 184.47 352.74 387.78 354.62

Sales change to previous year in % 20.7 -20.7 -9.0 9.3 71.9

EBITDA in MEUR 23.92 19.14 36.03 28.83 30.14

EBITDA change to previous year in % 25.0 -7.6 25.0 -4.3 123.4

EBITDA margin in % 10.7 10.4 10.2 7.4 8.5

Adjusted EBITDA margin1 in % n.a n.a n.a 8.2 n.a

EBIT in MEUR 15.22 10.78 18.57 8.61 14.66

EBIT change to previous year in % 41.2 -11.5 115.7 -41.3 138.8

EBIT margin in % 6.8 5.8 5.3 2.2 4.1

Adjusted EBIT margin2 in % n.a n.a n.a 3.6 n.a

Result from ordinary business in MEUR 16.31 11.30 19.26 8.83 14.27

Consolidated result in MEUR 7.67 5.47 9.66 2.08 6.41

Operational cash-flow in MEUR 40.65 25.23 45.85 24.66 26.88

Depreciation/Amortization in MEUR -8.70 -8.36 -17.46 -20.22 -15.48

Employees (average) 3,794 3,623 3,542 3,835 3,774

Equity as of Balance Sheet in MEUR 102.18 86.50 93.34 80.67 77.84

Designated dividends in MEUR 0.00 0.00 1.95 1.17 1.17

Goodwill in MEUR 4.06 4.06 4.06 4.06 4.06

Equity adjusted for designated dividends & goodwill in MEUR 98.12 82.44 87.34 75.45 72.61

Equity ratio in % 45.4 48.1 50.9 45.6 41.1

1... During FY 2008/2009, the Group’s consolidated EBITDA and EBITDA margin was impacted by the following significant extraordinary effects: First, as a result of a significant reduction in services for AUSTRIAN, the Group undertook a workforce reorganization in the Airline Catering division resulting in one-time costs of EUR 1.33 million. In addition, the EURO 2008 resulted in significant at-cost sales, i.e. services, such as the provision of “infrastructure” (tents etc.) were provided without adding any margins to the costs invoiced to the Group by its suppliers. When adjusted for both of these effects, the Group’s adjusted EBITDA margin for FY 2008/2009 would have been 8.2%.

2... During FY 2008/2009, the Group’s consolidated EBIT and EBIT margin was impacted by the two effects affecting the EBITDA and EBITDA margin described in footnote 1. In addition, the consolidated EBIT and EBIT margin was further affected by a EUR 3.41 million impairment for the airline catering contract with AUSTRIAN. When adjusted for all of these effects, the Group’s adjusted EBIT margin for FY 2008/2009 would have been 3.6%. Selected segment and regional information SALES BY DIVISON audited

six months

ended

30 September

audited

six months

ended

30 September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Airline Catering 170.56 134.08 258.56 246.84 251.96International Event Catering 22.57 20.85 34.00 76.87 41.65Restaurants, Lounges & Hotel 29.58 29.54 60.19 64.06 61.02Group sales 222.72 184.47 352.74 387.78 354.62

EBIT BY DIVISON audited

six months

ended

30 September

audited

six months

ended

30 September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Airline Catering 11.86 7.83 13.19 1.81 9.25International Event Catering 1.92 1.75 2.99 4.38 3.04Restaurants, Lounges & Hotel 1.43 1.20 2.39 2.41 2.37EBIT 15.22 10.78 18.57 8.61 14.66

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SALES BY REGION audited

six months

ended

30 September

audited

six months

ended

30 September

FY FY FY

in MEUR 2010 2009 2009/20101 2008/20091 2007/20081

Austria 76.13 72.72 135.47 176.23 163.78Turkey 89.93 63.04 126.38 98.52 89.88Rest of world 56.66 48.71 90.90 113.03 100.96Group sales 222.72 184.47 352.74 387.78 354.62

1…Group sales and sales for Austria are audited. Figures for Turkey and "Rest of world" are unaudited, since prior to FY 2010/2011, the Group has not separately reported its sales generated in Turkey. Source for unaudited data: internal accounting records of the Company.

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3 Risk Factors

In addition to the other information set forth in this Prospectus, in particular the information contained under Chapter 11 “Operating and Financial Review” and Chapter 13 “Business”, prospective investors should consider carefully the information set forth below before making an investment in the Offered Shares. If one or more of these risks materialize, individually or together with other circumstances, they may materially impair the DO & CO Group’s business and may have a material adverse effect on the DO & CO Group’s financial condition and results of operations. The risks described below constitute, in the Group’s opinion, the most significant risks of which it is currently aware, but do not purport to be exhaustive and these risks do not constitute the only risks to which the DO & CO Group is exposed. The order in which the individual risks are presented does not provide an indication of the likelihood of their occurrence nor of the severity or significance of the individual risks. Furthermore, other risks and aspects may be of significance of which the DO & CO Group is currently unaware or which it does not currently consider to be material but which may also have a material adverse effect on the DO & CO Group’s business and business prospects and on its financial condition and results of operations. The price of the Offered Shares may decline and/or investors could lose all or part of their investment if any of these or other risks materialize.

Risks Relating to the DO & CO Group’s Business The DO & CO Group's business is exposed to risks associated with the aviation industry, such as cyclicality of the aviation industry, fuel price increases, taxation, airport and security charges, terrorist attacks and military conflicts, epidemics and natural disasters and aviation accidents and perceptions of safety. The Airline Catering division is the DO & CO Group’s most important business division, accounting for 73.3% of total consolidated sales and 71.0% of total consolidated EBIT in FY 2009/2010 and the Group’s strategy is to increase the importance of this division within its overall business mix. The development of that division is closely linked to the develop-ment of the international aviation industry in general and in particular the performance of the DO & CO Group’s key customers such as THY, AUSTRIAN, NIKI, EMIRATES, ETIHAD and BRITISH AIRWAYS. The international aviation industry, including the DO & CO Group’s key customers, is in turn dependent on numerous internal and external factors, which could have a materially adverse effect on the DO & CO Group’s business, financial condition and results of operations. Under the airline catering agreements with its custo-mers, the DO & CO Group generally does not have any agreed minimum turnover with its customers and is thus directly significantly impacted by risks affecting the aviation industry. The aviation industry is, inter alia, subject to the following risks: Cyclicality of the aviation industry The international aviation industry is strongly dependent on the wider economic conditions and extremely susceptible to external factors. Travel, in particular leisure travel, is largely a discretionary consumer activity, while business travel is largely dependent upon the level of general business activity. Hence, economic downturns generally affect the aviation industry by a decrease in demand. The recent economic crisis has resulted in weaker demand for air travel and has had a material impact on the DO & CO Group’s results. In particular, sales generated with its key customer AUSTRIAN decreased dramatically both in the FY 2008/2009 and the FY 2009/2010. The DO & CO Group’s EBIT in FY 2008/2009 was further affected by a EUR 3.41 million unscheduled amortization of the airline catering contract with AUSTRIAN, which had to be recorded given the uncertain outlook of AUSTRIAN and there can be no assurances that further write downs in relation to AUSTRIAN or other capitalized catering agreements will not be required. Additionally, there can be no assurance that the aviation market environment will recover and not be impaired by insecurity over the future trends affecting the international markets in general, over developments of the oil price and fears of higher inflation and interest rates or other factors. Any downturn in economic conditions or demand for air travel could have a material and adverse effect on the Group’s financial condition and results of operations.

30

Fuel price increases The aviation industry depends on oil and oil refining prices and, therefore, the aviation fuel costs have been subject to significant and sudden fluctuations as a result of a number of factors, including changes in demand, sudden disruptions in and uncertainty about global fuel supplies, decisions of oil-producing countries and cartels, in particular those represen-ted by OPEC, political events, market speculation, natural disasters and environmental considerations. In recent years, aviation fuel prices have shown particularly sharp and sudden increases. Any such increase in aviation fuel prices could have a material adverse effect on the Group’s financial condition and results of operations. Taxation, airport and security charges Over the past few years, there have been discussions at the EU level and within the EU member states about whether the existing tax exemptions for kerosene should be reviewed. There can be no assurance that the current tax exemptions for aviation fuel will not be abolished. In the past few years, airport and security charges have been raised at many airports. There can be no assurance that there will not be any further increases in airport and/or security charges. Further, there have been discussions at the EU level and within the EU member states about whether air travel shall be subjected to passenger-related taxes. In the UK, an air passenger duty is levied on each travelling passenger and in Ireland an air traffic tax is levied for passengers traveling on routes longer than 300 kilometers. In Germany, the Federal Government has proposed a new tax law to become effective as of 1 January 2011, under which airlines will be liable to pay a tax per passenger departing from German airports (Luftverkehrsabgabe); under this tax proposal three separate tax levels are included, namely the tax level for short haul flights, the tax level for medium haul flights and the tax level for long haul flights. Such taxes and/or similar charges which have been and which may be introduced on a national or EU-level in the future and future increases in airport or security charges may have a negative effect on prospects and growth of the air travel market and thereby could have a material adverse effect on the Group’s financial condition and results of operations. Terrorist attacks and military conflicts Terrorist attacks and their aftermath as well as military conflicts have caused demand for travel services to fall and have negatively affected the aviation industry in recent years. Further terrorist attacks or threats of terrorist attacks, acts of sabotage, new military conflicts or the expansion of existing conflicts and similar events, especially when they are directed against air traffic or tourist destinations, could result in decreased demand for air travel, delays and cancellations of flights as well as increased insurance, fuel, financing, security and other costs. Moreover, certain risks of losses to aircraft and passengers may become uninsurable. Any terrorist attacks, acts of sabotage, new military conflicts or the expansion of existing conflicts and similar events could have a material adverse effect on the Group’s financial condition and results of operations. Epidemics and natural disasters An outbreak of a contagious disease, such as avian flu or Severe Acute Respiratory Syndrome (“SARS”), or the occurrence of a natural disaster that affects travel, such as a volcanic ash cloud, may have a negative impact on the international aviation industry and thus have a material adverse effect on the Group’s financial condition and results of operations. For example, in the first six months of FY 2010/2011, sales of the DO & CO Group were negatively affected by the air travel disruptions in parts of Northern and Central Europe caused by the eruption of the Icelandic volcano Eyjafjallajökull. Aviation accidents and perceptions of safety The overall demand for air travel may be negatively impacted by perceptions about the industry’s safety, particularly if there are accidents or plane crashes. Any such reduction in demand for airline travel generally could have a material adverse effect on the Group’s financial condition and results of operations.

31

The DO & CO Group's business is concentrated with a few key clients in the Airline Catering division and depends on the continuation of major airline catering contracts with these clients. In FY 2009/2010, the DO & CO Group generated approximately 60% of its total conso-lidated sales with its six key airline customers, namely THY, AUSTRIAN, NIKI, EMIRATES, ETIHAD and BRITISH AIRWAYS whereby THY and AUSTRIAN have historically been and continue to be by far the most significant customers. The sales generated by DO & CO under the airline catering contracts depend mainly on the passenger frequency on flights offered by its customers, as well as the catering offer chosen by the customer. A decrease in passenger frequency or cost-cutting measures with respect to the catering services (e.g. reduced offer in food and beverages to passengers) could have a detrimental effect on the business operations and the financial conditions of the DO & CO Group. For example, during FY 2008/2009, the decrease in services for AUSTRIAN significantly impacted the DO & CO Group’s consolidated results. Furthermore, cancellation or non-performance of such contracts by one or more of its key customers could have a material adverse effect on the Group’s financial condition and results of operations. In addition, the airline catering contracts with these key customers usually have a term of between three and five years although the contracts with EMIRATES and ETIHAD may be terminated without good reason on 60 days and 90 days notice, respectively, at any time by either party. There can be no assurance that any of the DO & CO Group’s current agreements with its key customers will be extended, renewed on the same terms and/or that the necessary regulatory clearances for such extensions will be obtained. If one or more of these key contracts are not extended or replaced by new contracts upon their expiry or any extension of these contracts is on less favorable terms, the DO & CO Group’s business operations and financial condition could be materially adversely affected. In particular, if the key contracts with THY or AUSTRIAN are not extended or replaced by new contracts upon their expiry on 31 December 2011 and 31 December 2014 respectively, it may become necessary to dramatically downsize and restructure the Group’s operations in Turkey and/or Austria or even to exit the Turkish and/or Austrian airline catering market; a downsizing and restructuring as well as a market exit would harm the Group’s reputation and have a material adverse effect on the Group’s financial condition and results of operations. Further, the continuation of the consolidation in the airline sector may result in the take-over of airline customers of the Group by other airlines. Such concentration process, in particular if it involves the Group’s key customers, may lead to a termination or non-renewal of significant airline catering contracts or a substantial change in the offering of such airline customer to its passengers which may have a material adverse effect on the Group’s financial condition and results of operations. The International Event Catering business may experience significant fluctuations in earnings due to the impact of major one-off contracts. The International Event Catering division accounted for 9.6% of consolidated sales in FY 2009/2010. The earnings by the International Event Catering division and of the DO & CO Group as a whole may be significantly influenced by single high-volume events, such as the EURO 2008, which contributed 57% to sales in the International Event Catering division in FY 2008/2009. If the Group wins a contract for such an event in one year but is not able to secure a similar sized contract the following year or no event of comparable size takes place, this could have a material adverse effect on the Group’s financial condition and results of operations.

32

The results of the International Event Catering business depend, to a large extent, on the continuance of major event catering contracts. The six largest customers in this division account for more than 50% of the International Event Catering division’s sales and for more than 5% of the DO & CO Group's total consolidated sales. The sales generated under the event catering contracts with the major customers depend mainly on the number of guests attending the respective event, as well as the extent and volume of the catering offer chosen by the client. A decrease in the number of guests, the number of events or a reduction in the catering offer – particularly in light of the economic crisis and corresponding cost-cutting measures – could have a negative effect on the business operations and the financial condition of the DO & CO Group. If the Group is unable to renew its ongoing contracts, such as with Formula 1, or its long term relation-ships with its customers, such as UEFA, deteriorate or the contracts with its key customers are cancelled or become non-performing, this could have a materially adverse effect on the Group’s financial condition and results of operations. The results of the Restaurants, Lounges & Hotel business depend on the general economic conditions and the continuance of major contracts. The results of the operation of restaurants, bars and hotels are dependent on the wider economic conditions of the region in which they are operated. Any downturn in economic conditions could therefore reduce demand for products and services from the Group’s Restaurants, Lounges & Hotel division and accordingly have a material adverse effect on the Group’s financial condition and results of operations. The sales generated under the contracts for the operation of lounge or staff restaurants depend mainly on the number of guests, as well as the extent and volume of the food and beverages offer chosen by the client. A decrease in the number of guests or a reduction in the offer – particularly in light of the economic crisis and corresponding cost-cutting measures – could have a negative effect on the business operations and the financial condition of the DO & CO Group. If the Group is unable to renew its ongoing contracts on the same terms or the contracts with its key customers are cancelled or become non-performing, this could have a material adverse effect on the Group’s financial condition and results of operations. The business of the Group in Turkey depends on the alignment of the Group’s interests with the interests of its joint venture partner and key customer THY. The Group has entered the Turkish airline catering market and contemplates entering the hotel business in Turkey through its 50/50 joint venture with THY, TURKISH DO & CO. While the Group controls the operative management of the joint venture, it requires the consent of THY on strategic and other substantial decisions, in particular all decisions involving an amount exceeding USD 0.5 million (approximately EUR 0.36 million). There-fore, the future prospects of TURKISH DO & CO depend on the continued alignment of the interests of the Group and THY. If the interests of the Group and THY diverge, or if the joint venture partners are unable to agree on the strategic direction of the joint venture, or if THY and the Company decide to terminate the joint venture, this could negatively impact the performance of TURKISH DO & CO which could have a material adverse effect on the Group’s financial condition and results of operations. The DO & CO Group’s business is exposed to adverse economic developments, which may lead to a decrease of demand in all of its business divisions. In general, the DO & CO Group’s business is exposed to adverse market developments as well as downturns in the general economic cycles which may lead to a decrease in demand for services offered by the DO & CO Group in all of its business divisions. For example, if demand for flights from any particular airport at which the Group provides services decreases, this could adversely affect the Group’s results of operations. As a result, a

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general or regional economic downturn could have a material adverse effect on the Group’s financial condition and results of operations. The global financial and economic crisis has affected the DO & CO Group's business and is likely to affect the DO & CO Group's business for as long as the challenging conditions persist. The extreme volatility and disruption in global capital and credit markets from mid 2007 through the first half of 2009 have materially affected not only financial markets but also the real economy. This crisis has led to changed consumer patterns in the markets in which the Group operates. The aviation industry not only experienced a significant decrease in total passenger numbers but also a significant shift from business class bookings to economy class bookings as a consequence of which a substantial number of airlines reduced the catering offer to their passengers. The event catering industry experienced a sharp decline of guests attending events as well as a trend to less boastful events. Airport lounges were less frequented and companies requested cost cutting measures at their staff restaurants. There can be no assurances that consumer patterns and customer spending patterns will change back to those patterns which existed prior to the global crisis. The persistence of the global crisis or the occurrence of yet another crisis may lead to even less favorable consumer and customer spending patterns which may have a material adverse effect on the Group’s financial condition and results of operations. The DO & CO Group's business may be affected by risks in relation to certain countries in which the DO & CO Group operates. The DO & CO Group offers its services internationally. The major portion of its sales are generated in Austria (approximately 38.4% of consolidated sales in FY 2009/2010), Turkey (approximately 35.8% of consolidated sales in FY 2009/2010), the United Kingdom (appro-ximately 10.4% of consolidated sales in FY 2009/2010), Germany (approximately 6.4% of consolidated sales in FY 2009/2010), the United States of America (approximately 5.4% of consolidated sales in FY 2009/2010) and Italy (approximately 2.0% of consolidated sales in FY 2009/2010). Accordingly, adverse economic or political developments in any of these countries may have a material adverse effect on the Group’s financial condition and results of operations. The DO & CO Group may be affected by credit risks related to its customers. The DO & CO Group could be exposed to losses due to the insolvency of its customers. A general economic downturn leading to an acceleration of such credit risks could have a material adverse effect on the DO & CO Group's financial condition and results of operations. For example, the insolvency of the airline customer Sky Europe in 2009 resulted in the closing-down of the Group’s unit and operations at the airport of Bratislava, Slovakia with consequential cost to the Group; the insolvency of the airline customer EOS has led to litigation with its insolvency administrator (which is ongoing as of the date of this Prospectus) who seeks the recovery of approximately USD 1.50 million (approximately EUR 1.08 million) from the Group on the grounds of alleged preferential treatment of the Group prior to the initiation of the insolvency proceedings. Fluctuations in currency exchange rates and interest rates could have a material adverse effect on the Company’s financial condition and results of operations. Given the international nature of its business, the Company generates a substantial portion of its sales and incurs a substantial portion of its operating expenses in foreign currencies, in particular USD, TRY, GBP. Mostly, costs are incurred in the same currency as sales are generated, except for Turkey, where a portion of sales are generated in USD or EUR but costs are incurred in TRY; this imbalance is expected to continue in the future. In addition, the Group has a number of companies incorporated outside of the Euro-zone, primarily in the UK, Turkey and the US, which prepare their financial statements in currencies other than EUR. Their profit-and-loss statements are converted into EUR in connection with the preparation of the Company's consolidated financial statements. Significant fluctuations in

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exchange rates, especially of the Euro in relation to other currencies, could have a material adverse effect on the Company's financial condition and results of operations. The Group’s strategy includes the expansion of its business by establishing new units and/or acquiring businesses. The Group may not be able to finance such expansion with the net proceeds of the Offering and the cash flows from its operations but may need to incur interest bearing debt. Any fluctuations in interest rates may therefore have a material adverse effect on the Group’s financial condition and results of operations. The insurance coverage currently maintained by the DO & CO Group may be inadequate. The DO & CO Group is, especially in the Airline Catering business segment, exposed to potential dramatic losses that may be incurred in the event of an aircraft accident caused or facilitated by the DO & CO Group and/or its employees, such as damage caused to an aircraft during loading or unloading, or terrorist attacks. Further, losses may be incurred in the event of delays (e.g. to flight departures) caused by the DO & CO Group and/or its employees or in the case of being responsible for health damages, for example due to food poisoning. The DO & CO Group currently maintains liability insurance coverage as required under applicable laws and/or agreements with customers. However, such insurance coverage may not be adequate to cover all losses, and there can be no assurance that the amount of such coverage will not have to be increased, that insurance premiums will not increase significantly or that the DO & CO Group will not be forced to bear substantial losses from accidents and liabilities in the future, which could harm the DO & CO Group’s reputation and have a material adverse effect on the Group’s financial condition and results of operations. The DO & CO Group’s products depend on changing consumer expectations. The products offered by the DO & CO Group are subject to constantly changing consumer expectations and requirements and, given the entertainment factor in the Group’s business, fast changing trends. Should the DO & CO Group not be able to meet the expectations and preferences of consumers and the trends in relation to products and services offered by the DO & CO Group, this could have a material adverse effect on the Group’s financial condition and results of operations. The DO & CO Group may be adversely affected by increasing competition. The DO & CO Group is subject to competition in all of the business segments it is active in. In general, consolidation, in particular with respect to the airline catering market, cannot be excluded. In the opinion of Management, consolidation will increase competitive pressures. In addition, Management cannot exclude the possibility that certain companies, including multinationals with superior financial and other resources, may enter and/or expand their presence in the markets in which the Group operates. No assurance can be given that the Group will continue to compete effectively in its markets and increased competition could have a material adverse effect on the Group’s financial condition and results of operations. With respect to Airline Catering, the Group may encounter increased competition, in particular for the following reasons: firstly, on a global scale, in particular by the global market leaders LSG and GATE GOURMET; secondly, in the local Austrian and Turkish markets in which the Group is the market leader, by the market entry of new market participants. In fact, a new airline caterer, Five Star Air Caterer GmbH, has entered the Austrian airline catering market in 2009 and the former co-owner of the Group’s Turkish competitor LSG TURKEY (which is now a fully owned subsidiary of LSG) has applied for licenses to re-enter the market in Turkey as a competitor of TURKISH DO & CO and LSG TURKEY; a market entry of LSG and/or GATE GOURMET in Austria and of GATE GOURMET in Turkey cannot be excluded either. Such increased competition, especially by new market entrants in Austria and/or Turkey, may have adverse effect on the market

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share of the Group in the respective local markets as well as on the Group’s financial condition and results of operations. With respect to International Event Catering, the Group may encounter increased compe-tition, in particular for the following reasons: Firstly, market participants already competing with the Group internationally may invest in infrastructure and staff necessary to compete for major international events. Secondly, market participants presently competing with the Group only on a local scale, may decide to enter also the international event catering market. Thirdly, the market barriers for the entry into the local party service market are rather low so that competition for local party services may increase at any time. Such increased competition, especially in the market for major international events, may have a material adverse effect on the market share of the Group in the respective local markets as well as on the Group’s financial condition and results of operations. With respect to Restaurants, Lounges & Hotel, the Group may encounter increased competition, in particular for the following reasons: In Vienna, it is foreseeable that additional upmarket and luxury hotels (including restaurants and bars) will be opened in the near future, such as a Kempinski hotel and a Shangri-la hotel in 2011 and 2012, thus increasing the upmarket hotel capacity and the number of market participants. Equally in Istanbul, where the Group contemplates entering the hotel market, the capacity of upmarket hotel rooms is continuously being increased. With respect to airport lounges, there can be no assurances that existing airline catering competitors and, in particular with respect to Austria and Turkey, the new entrants into the airline catering market will not expand their businesses into the operation of airport lounges; equally, event and other catering companies may decide to enter this particular business segment. Such increased competition, especially by new market entrants, may have adverse effects on the market share of the Group in the respective local markets as well as on the Group’s financial condition and results of operations. The business of the DO & CO Group may be affected by general risks relating to the catering industry, including as to food hygiene standards. The DO & CO Group is active in the Airline Catering, International Event Catering as well as in the Restaurants, Lounges & Hotel segments. The entire Group could be adversely affected by actual cases of, or negative reports arising from illness, food poisoning, hygiene or other problems in connection with the quality of the menus, food and beverages it provides, regardless of whether the DO & CO Group is actually responsible for such problems. Furthermore, such problems in one business segment may also have a material adverse effect on other segments. The DO & CO Group is dependent on its present management and on its CEO, Attila Dogudan. The DO & CO Group’s founder, Attila Dogudan, is a member of the Company’s Manage-ment Board and CEO. In addition, he serves on the supervisory or management board of other companies of the DO & CO Group. Attila Dogudan has been instrumental in the development of the Group through formulating and implementing the Group’s direction. The Group continues to depend on his leadership and strategic guidance and the loss of his services could have a significant negative impact on the further implementation of the Group’s strategy. Should Mr. Dogudan or one or more of the other members of the senior management team leave the Group, there can be no assurance that the DO & CO Group will be able within a reasonable time period and for reasonable costs to recruit management staff that is equally qualified to meet the challenges the DO & CO Group faces. A failure to recruit management staff in time and for reasonable costs may have a materially adverse effect on the Group’s financial condition and results of operations. The business of the Group is exposed to an integration and expansion risk. The future presents the DO & CO Group with significant challenges in successfully establishing new units and/or acquiring businesses. Measures in connection with the establishment and integration of new or acquired businesses will require the DO & CO

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Group to incur significant costs and there can be no assurance that such measures will be carried out successfully. In particular, the Group entered into the retail food business by opening a first “Henry -The Art of Living” shop in Vienna at the end of October 2010. There can be no assurance that the brand offering or this entry into the retail food business will be successful and/or that the Group will be able to expand the retail food business beyond the first shop in Vienna. With respect to the expansion of its hotel business in Turkey, the DO & CO Group, through TURKISH DO & CO, is under the risk to timely complete the construction of and to open the new hotel in Istanbul by 12 September 2012 in order not to allow the Istanbul Special Provincial Administration in its capacity of landlord of the premises to terminate the contract; such termination may lead to a substantial financial loss for the Group since the landlord would be entitled to terminate the lease and call upon the letters of guarantee issued by TURKISH DO & CO in an amount of TRY 324,000 (approximately EUR 163,043) corresponding to 6% of the current annual rental fee and TRY 16.20 million (approximately EUR 8.15 million) corresponding to the rental fee for the first three-year period; in addition, the landlord would not be under an obligation to reimburse the Group for the investments and costs incurred up to the termination. Further, there can be no assurance that the actual costs of this hotel project will not exceed the budgeted costs of EUR 40 million or that the Group will, in particular given its lack of experience in the operation of hotels in Turkey, be able to run the hotel in Istanbul profitably at the level of the profit margins otherwise reached in the Restaurants, Lounges & Hotel division. Since the lease of the premises was tendered by the Special Provincial Administration under the State Tender Law for a twenty-five-year period, TURKISH DO & CO is required to return the premises to the adminis-tration free of charge and without any claims for compensation, and in operational condition at the end of the twenty-five years following the delivery of the site to TURKISH DO & CO which took place on 12 January 2009. The Group may be required to participate in another tender that will take place at the discretion of the administration for the continuation of its operations at this location following expiry of the current lease agreement. Such termination of the contract and/or failure not to exceed the budgeted costs and/or failure to operate the hotel profitably may have a material adverse effect on the Group’s financial condition and results of operations. Furthermore, failure to secure an extended lease period on the hotel premises following the expiry of the current lease may also have a material adverse effect on the Group’s financial condition and results of operations. The Group has leased from PS DOGUDAN a building at Akademiestrasse in the city center of Vienna and has started with the conversion of this building into a new flagship location with various restaurants, a Demel café, a retail shop as well as presentation and meeting facilities. The projected costs are EUR 8 to 10 million. There can be no assurance that the actual costs of this project will not exceed the projected costs and/or that the operation of this flagship location will be successful. Such failure not to exceed the budgeted costs may have a material adverse effect on the Group’s financial condition and results of operations. Acquisitions that the Group may seek in the future involve a number of inherent risks. In the future, the Group may seek to expand its operations through selective acquisitions. However, there is no assurance that the Group will be able to identify attractive targets in the future or that it will be able to acquire them on favourable terms. The Group may also be unable to integrate the operations of businesses or to achieve identified operating and financial synergies anticipated to result from the acquisition. The integration of acquired businesses may be difficult for a variety of reasons, including differing culture or manage-ment styles, poor records or internal controls and difficulty in establishing immediate control over cash flows. As a result, the need to integrate any potential future acquisitions, poses risks also to the Group’s existing operations, including: ● additional demand placed on the senior management, who are also responsible for

managing the Group’s existing operations; ● increased overall operating complexity of the business, requiring greater personnel

and other resources;

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● additional cash expenditures to integrate acquisitions; ● incurrence of additional debt to finance acquisitions and higher debt service costs

related thereto; and ● the need to attract and retain sufficient numbers of qualified management and

other personnel. Any failure to successfully integrate past or future acquisitions may have a material adverse effect on the Group’s financial condition and results of operations. Moreover, even if the Group were successful in integrating acquired assets, expected synergies and cost savings may not materialize, resulting in lower than expected profit margins. The future prospects of the DO & CO Group depend on its ability to attract and to retain highly qualified and skilled staff. The future prospects of the DO & CO Group will, inter alia, depend on its ability to attract highly qualified, motivated and skilled staff as well as retain it. If the DO & CO Group were to experience an increase in staff turnover or if the DO & CO Group were not able to maintain or attract sufficient highly qualified, motivated and skilled staff, this could have a material adverse effect on the DO & CO Group’s quality of services and consequently on the brand or image of the Group, the financial condition and results of operation. The DO & CO Group may be adversely affected by successful claims of its employees. Due to the nature of the DO & CO Group's business and the large number of individuals employed by the Group around the world, the risk of employment-related litigation must always be contemplated. Successful claims made against the DO & CO Group may have a material adverse effect on the Group's financial condition and results of operation. Increasing costs of labour could significantly affect the Group’s financial condition and results of operations. The cost of labour comprises a significant component of the Group’s production costs accounting for 33.95% of its total sales in FY 2009/2010 and 30.84% of its total sales for the six months ended 30 September 2010. Since large parts of the catering and restaurant business are regulated through national bargaining agreements, increases in minimum wages are largely beyond the Group’s control. If costs of labour rise significantly, this could have a material adverse effect on the Group’s financial condition and results of operations. The pricing terms of the Group's contracts with customers may constrain its ability to recover costs and to make a profit on such contracts. Most of the DO & CO Group's contracts have a fixed price element. For example, the terms of these contracts oblige the Group to fix the price of services it provides and to assume the risk that costs of performing the services and providing the materials will be greater than anticipated. This type of contract term could expose the DO & CO Group to losses if the Group's estimates of contract operating costs are too low or if there are general inflationary increases in cost. The profitability on these contracts is, therefore, dependent on the Group's ability to accurately predict or control the costs associated with the services provided by it. These costs may be affected by a variety of factors, some of which may be beyond the Group's control. If the Group is unable to accurately predict the costs of fixed price contracts, certain business transactions could have lower margins than anticipated, which could have a material adverse effect on the Group's financial condition and results of operations. In addition, factors such as prices for raw materials, seasonal fluctuations, and regional weather conditions could affect individual divisions as well as the revenues of the entire DO & CO Group.

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The Group’s failure to protect its brand names and other intellectual property could adversely affect its business. As the Group’s success depends to a significant extent on the recognition of and goodwill associated with its brand names and trademarks, the Group’s brand names and trademarks are key assets of its business. Maintaining the value of the Group’s brand names and trademarks is critical to its success. Substantial erosion in the value of the Group’s brand names and trademarks due to product recalls, customer complaints, adverse publicity, legal action or other factors could have a material adverse effect on the Group’s financial condition and results of operations. The legal system in various countries in which the Group operates offer a lower level of intellectual property rights enforcement than the legal systems in countries in Europe and North America. There can be no assurances that the steps Management has taken to protect its trademarks and other intellectual property rights will be sufficient or that third parties will not infringe or challenge such rights. If the Group is unable to protect such intellectual rights against infringement, this could have a material adverse effect on its financial condition and results of operations. The Group’s internal controls and risk management may be insufficient. The Group has taken, and continues to take, steps to improve its internal controls and risk management. There can be no assurances that the Group’s system of internal controls and risk management is sufficient for the Group’s operations. Any shortcomings in the internal control systems may have a material adverse effect on the Group’s financial condition and results of operations. The Group may be affected by its long-term leases of key gourmet kitchens and/or key locations, in particular in case of a loss or downturn in business. The Group has entered into long-term operating leases of real estate in Austria, Turkey and UK for its key gourmet kitchens and/or for key locations in these countries. Such leases have a fixed term or include waivers of termination by the Group for periods of 10 to 25 years from the date of this Prospectus. The rent under these leases is largely fixed and, as of 30 September 2010, the future rent obligations with a maturity of more than five years amounted to EUR 91.42 million. In case that the Group’s business at such key gourmet kitchens and/or key locations should be lost altogether or be significantly reduced, the Group may not be able to reduce costs accordingly but will be under the obligation to continue to pay the agreed rent for the remainder of the fixed term or the waiver period with no or significantly reduced sales from operations. Consequently, this could lead to an increase of costs vis-a-vis sales and have a material adverse effect on the Group’s financial condition and results of operations.

Regulatory Risks The DO & CO Group may be subject to product liability suits, which could adversely affect its business. The DO & CO Group may become liable under statutory and/or contractual product liability for damages caused to its customers by faulty products or spoiled food. The measures and procedures implemented by the DO & CO Group may be inadequate or there could be factors beyond the DO & CO Group’s control which could result in the Group being held liable under statutory and/or contractual product liability, which could have a material adverse effect on the Group’s financial condition and results of operations. The DO & CO Group’s operating results may be adversely affected by the impact of food safety and health safety laws, waste disposal, civil aviation operations, aviation security, competition, tax and other laws or regulations to which it is subject. The DO & CO Group is subject to, and must comply with, a variety of supranational, national and local laws and regulations relating to a number of areas, including food and

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health safety laws and regulations, waste disposal as well as civil aviation operations and aviation security. Because these laws and regulations are constantly evolving and generally becoming more stringent, the cost of compliance with laws and regulations is expected to increase in the future. Consequently, the need to comply with such regulations could have a material adverse effect on the Group’s financial condition and results of operations; because of the complexity of these matters claims relating to food and health safety, waste disposal, civil aviation operations, aviation security and/or competition issues might arise also with regard to periods prior to the date of this Prospectus, which could have a material adverse effect on the Group’s financial condition and results of operations. The DO & CO Group’s operating results may be adversely affected by the impact of labor laws, social security laws and taxation to which it is subject. The DO & CO Group is subject to a variety of supranational, national and local laws and regulations relating to the employment of its personnel, the provision of social security to its personnel and taxation of salaries and wages. Because these laws and regulations are constantly evolving and generally becoming more stringent, the cost of compliance with laws and regulations is expected to increase in the future. Consequently, there can be no guarantee that the need to comply with such regulations would not adversely affect the DO & CO Group’s result of operations and financial condition; because of the complexity of these matters there can be no guarantee that claims relating to labor, social security and taxation issues might not arise with regard to periods prior to the date of this Prospectus, which could have a material adverse effect on the Group’s financial condition and results of operations. The DO & CO Group may be subject to restrictions under anti trust laws, which could adversely affect its business. Management regards the Group as a market leader for airline catering services in Austria and Turkey. As such, the Group may be subject to restrictions under the anti trust laws of Austria, Turkey, the EU or other jurisdictions which may restrict the Group’s ability to enter into new or renewed catering contracts, to freely choose its customers and the terms of the agreements with its customers and/or undertake new services in relation with the airline industry. Due to such restraints, the Group may not be as flexible or assertive as its com-petitors in making decisions on the foregoing matters, especially with respect to the Turkish market in which the Group may be subject to close scrutiny of the Turkish competition authority (”Competition Board“) particularly with respect to its partnership with THY. With respect to TURKISH DO & CO, the Competition Board approval on the establishment of the joint venture between the Group and THY dated 29 December 2006, is granted on the condition that THY, after the expiry of the initial catering agreement between TURKISH DO & CO and THY on 31 December 2011, undertakes to procure airline catering services on competitive terms. This obligation may result in THY conducting purchases after such date through detailed procedures, such as receiving quotations or organizing tenders. Furthermore, the Competition Board‘s approval of the transfer of airline catering assets from GATE GOURMET to TURKISH DO & CO dated 29 December 2006 is subject to cancellation lawsuits currently at the appeal stage pending before the High Chamber of the Council of State. Although the initial cancellation claims and the requests for the stay of execution against the Competition Boards approval filed by four Turkish airline carriers were turned down by the Council of State, the first instance decision was appealed by the four plaintiffs. If the Competition Board‘s approval is cancelled by the High Chamber based on procedural grounds, the Competition Board may correct such procedural non-compliance and grant another approval decision for the asset transfer. If, however, the High Chamber cancels the approval decision based on the merits of the case, the asset transfer may become invalid under Turkish competition law and the Competition Board may require further conditions in order to grant an approval of the transaction. Any restrictions applied to the Group under anti trust laws of Austria, Turkey, the EU or other jurisdictions, or final judgments as a result of legal challenges brought against its operations in connection with anti trust laws, especially those discussed in the two

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paragraphs above, may have a materially adverse effect on the Group’s financial condition and results of operations. Risks Relating to the Offering, the Shareholder Structure and the Shares

The market price of the Company’s shares following the Offering may be volatile. The market price of the Shares may be volatile and subject to sudden and significant declines. As a result investors may experience material decline in the market price of the Shares. Factors beyond the Company's control which may effect its Share price include: the limited number of Shares in free float due to the share holdings of AD PS and of DZR; fluctuations in actual or forecasted results; external developments that impact the Company’s financial results; securities analysts’ and/or investors’ perceptions as to the success and the impact of this Offering and the strategy described in this Prospectus; changes in the overall conditions prevailing within the aviation industry, economic fluctua-tions and the overall development of the financial markets; potential litigation or regulatory action involving the Company or industry sectors influencing its business; and general share price volatility on the VSE and/or the ISE. In addition, no market maker is permitted on most equity markets of the ISE (including the National Market), which could expose the Shares to further volatility. Investors resident in countries other than Austria may suffer dilution if they are unable to exercise subscription rights in future capital increases. Under Austrian corporate law, shareholders have preferential subscription rights (Bezugs-rechte) to any shares issued by the Company in a capital increase, in proportion to their shareholding. Due to restrictions in other jurisdictions, shareholders outside Austria may be prohibited under applicable law or excluded under the terms of the capital increase or of any related rights offering from participating in this Offering or in future capital increases by means of rights offering to the same extent as Austrian shareholders. The interests of shareholders who will not participate in this Offering will be substantially diluted. Subscription rights that are not exercised within the Subscription Period will lapse. Shareholders who do not exercise these subscription rights, or only partially exercise these subscription rights, will experience a decrease in the percentage of interest they hold in the Company's share capital and in the percentage of voting rights they are entitled to exercise. The percentage that the existing shares represent in the increased issued share capital subsequent to the capital increase will also decrease correspondingly for share-holders who do not exercise their subscription rights in full. The Company has a shareholder with a controlling interest. Prior to this Offering, AD PS of which Attila Dogudan, the Group’s founder and CEO, is the sole beneficiary, held 54.40% of the Company’s issued share capital. Following the completion of this Offering and assuming a full sale of the Offered Additional Shares offered by AD PS and that no Shares are returned to AD PS at the end of the Stabilisation Period, AD PS is expected to reduce its shareholding in the Company below 50% to approximately 41%. This shareholding might still enable AD PS to effectively control important decisions of the Company and thereby influence important strategic decisions of the Group. The interests of AD PS may conflict with the interests of the Company or the Company’s other shareholders. Rights of shareholders in an Austrian corporation may differ from rights of share-holders in a corporation organised in another jurisdiction. The Company is a public stock corporation organised under the laws of Austria. The rights of the Company’s shareholders are governed by the Articles of Association and by Austrian law. These rights may differ in some respects from the rights of shareholders in corpora-tions organised in jurisdictions other than Austria. In addition, it may be difficult for

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investors to enforce the securities laws of other jurisdictions, or to prevail in a claim against the Company based on those laws. If the Offering is terminated prior to registration of the Capital Increase with the Commercial Register, the subscription rights in the Rights Offering will no longer exist. If the Offering is terminated after the registration of the Capital Increase, subscribers will still be allocated Offered New Shares at the Offer Price while the price of the Shares might drop significantly because of the failure to complete the Offering. The Offered New Shares are being subscribed by Erste Group Bank AG as subscription agent under the obligation of offering them to the holders of subscription rights for subscription. The Offered New Shares are underwritten by the Managers on the basis of the Underwriting Agreement, from which the Managers may withdraw in certain circum-stances, for example, upon the occurrence of events of force majeure. If the Managers withdraw from the Underwriting Agreement after the Capital Increase is registered in the Commercial Register or at a time when the registration of the Capital Increase can no longer be prevented, holders of subscription rights who exercised their subscription rights will still be allocated Offered New Shares at the Offer Price while it is possible that, due to the failure to complete the Offering, the price of the Shares might drop significantly. If the Underwriting Agreement is terminated prior to registration of the Capital Increase with the Commercial Register, the Offering will not take place and the subscription rights will no longer exist and become worthless. Under such circumstances investors will not be entitled to delivery of shares of the Company. Any investors engaging in short selling bear the risk of being unable to meet their obligations to deliver Offered New Shares.

A suspension of trading in the Company’s Shares could adversely affect the share price. In Austria, the FMA is authorized to suspend or request the relevant regulated market on which the securities are admitted to trading to suspend such securities from trading, if, in its opinion, the respective issuer’s situation is such that continued trading would be detrimen-tal to the investors’ interest. In Turkey, the ISE is authorised to temporarily suspend the securities of an issuer from trading in the presence of important information relating to the issuer or the shares subject to trading with the potential to affect the decisions of investors, in the event of registration of sale or purchase orders either in extraordinary nature in order to prevent the establishment of a healthy market or falling under the scope of wholesale transactions defined under the relevant ISE regulations, or if, in its opinion, other events preventing the healthy operation of a trading session occur. The FMA in Austria and the CMB in Turkey are further authorized to instruct the VSE and the ISE, respectively, to suspend trading in an issuer’s securities in connection with measures taken against market manipulation and insider trading. Any suspension of trading in the shares of the Company on the VSE or the ISE could adversely affect the share price. An active trading market in the Shares may not develop or may not be sustained. The Existing Shares are listed on the Official Market of the VSE and in the past, experienced low trading volumes. While all the Shares are expected to be admitted to trading on both the VSE and the ISE on or about 2 December 2010, individual Shares are only traded on one stock exchange at any time. There can be no guarantee that an active and liquid trading market for the Shares will develop or will be sustained after the Offering on either stock exchange; possibly, the splitting of the liquidity between the VSE and the ISE might have a negative impact on the liquidity of the trading in the Shares. Active, liquid trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. If a liquid trading market for the Shares does not develop or is not sustained, the price may become more volatile, and it may be more difficult to complete a buy or sell order for the Shares.

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A sale of Shares held by the Company’s principal shareholders may cause a decline in the Company’s share price or lead to a change of control. AD PS and DZR have undertaken not to take any actions which may directly or indirectly result in an increase of shares of the Company to be traded on the ISE and/or VSE during a period of 180 days from the closing date of the Offering, except that they may freely sell any Shares returned to them at the end of stabilisation. For further information on the lock-up agreements, see Chapter 4.11 “The Offering – Lock-up Agreements” and Chapter 15.3 “The Company – Principal Shareholders”. If any of these shareholders takes any such actions – before the expiry of this deadline or afterwards – or if the market believes that such sales may occur, the stock exchange price of the Company’s shares may be materially adversely affected. Under certain circumstances, parties acquiring all or a portion of the Shares currently held by AD PS could be required to make a mandatory takeover offer pursuant to the Austrian Takeover Act. The Company’s ability to pay dividends on the Shares will depend on the availability of distributable profits. The Company’s ability to pay dividends depends on a number of factors, in particular its ability to receive sufficient dividends from its subsidiaries. The payment of dividends to the Company by its subsidiaries is, in turn, subject to restrictions including regulatory require-ments and the existence of sufficient distributable reserves and cash in the Group’s subsidiaries. The ability of these subsidiaries to pay dividends and the Company’s ability to receive distributions from its investments in other entities are subject to applicable local laws and regulatory requirements and other restrictions, including, but not limited to, applicable tax laws. These laws and restrictions could limit the payment of future dividends and distributions to the Company by its subsidiaries, which could restrict the Company’s ability to fund other operations or to pay a dividend to its shareholders. There can be no certainty that the Company will pay any dividends in the future. The Company's shareholders could suffer total loss in the value of their shares in the event of the Company's insolvency. According to the Austrian Insolvency Act (Insolvenzordnung), in the event of insolvency of a company its financial and trade creditors are entitled to receive payment from the company's assets before any assets are distributed to its shareholders. Thus, were the Company to be declared insolvent, it would be very likely that all, or substantially all, of the Company's assets would be used to satisfy the claims of its creditors, and investors in shares would suffer a partial or complete loss of their investment.

The Company will be subject to additional compliance obligations under Turkish law and may face difficulties in adapting to the evolving Turkish legislation on foreign issuers. The Company will be the first non-Turkish issuer whose shares are registered with the CMB and traded on the ISE. Prior to the Foreign Capital Markets Instruments Communiqué coming into effect on 23 October 2010, Turkish legislation did not allow for the registration of and the trading in shares of non-Turkish companies on the ISE. This new Communiqué governs the registration and sale of foreign shares in Turkey as well as a number of post-registration matters, such as ongoing disclosure requirements, dividend payments and certain other corporate actions. The lack of any precedents with regard to the Foreign Capital Markets Instruments Communiqué provides uncertainty as to its interpretation and implementation. Further, the current Turkish legislation may not be complete in terms of regulating all matters concerning a foreign issuer with shares traded on the stock exchanges in two different jurisdictions and it is possible that the CMB and other Turkish authorities will adopt further decisions and directives for the implementation of the Foreign Capital Markets Instruments Communiqué. The Company is therefore subject to additional compliance obligations under Turkish law and may face difficulties in adapting to the evolving Turkish legislation on foreign issuers; such difficulties may also affect the interests of the investors investing in the Shares.

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Risks Relating to Turkey Even though in recent years Turkey has undergone significant political and economic transformation which has resulted in increased stability and economic growth, Turkey has been affected by the global financial crisis and is still generally considered by international investors to be an emerging market. In general, investing in the securities of issuers that have substantial operations in emerging markets like Turkey involves a higher degree of risk than investing in the securities of issuers with substantial operations in the United States, the countries of the European Union (‘‘EU’’) or other similar jurisdictions. Summarised below are a number of risks relating to operating in Turkey and other emerging markets. Additional risks and uncertainties relating to Turkey that do not currently exist or of which the Group is unaware may also become important factors that could materially adversely affect the business, financial condition and results of operations of the Group and the investments made by those investing in the Company. The level of inflation and the state of the current account deficit in Turkey could adversely affect the Group’s business, financial condition, results of operations or prospects. In the past, Turkey has experienced high rates of inflation. As a result of the financial crises in November 2000 and February 2001, the Wholesale Price Index (‘‘WPI’’) increased to 88.6% at the end of 2001 from 32.7% at the end of 2000 and the Consumer Price Index (‘‘CPI’’) increased to 68.5% from 39.0%. Since 2001, pursuant to stand-by agreements with the IMF, the Turkish government has implemented measures to significantly reduce inflation. Turkey’s Producer Price Index (“PPI”) and CPI for the December 2005 to Decem-ber 2006 period was 11.58% and 9.65%, respectively, reducing to 5.93% and 6.53%, respectively for the December 2008 to December 2009 period. In 2010, the CPI is expected to increase due to a rise in food and commodity prices. If the level of inflation in Turkey were to fluctuate significantly, particularly if the Turkish government fails to continue its current economic policies or if those policies cease to be effective, this may have a material adverse effect on the Group’s financial condition and results of operations as well as on the market price of the Shares. Furthermore, the implementation of certain austerity measures proposed by the government to control inflation could have an adverse effect on the Turkish economy and on the value of Turkish equity securities. Prior to the economic downturn, Turkey’s current account deficit (“CAD”) widened considerably mainly due to the widening trade deficit. CAD increased from USD 7.5 billion (approximately EUR 5.4 billion) in 2003 (2.5% of GDP) to USD 41.9 billion (approximately EUR 30.1 billion) (5.7% of GDP) in 2008 and decreased to USD 14.0 billion (approximately EUR 10.1 billion) (2.3% of GDP) in 2009. In January to March 2010, the current account produced a deficit of USD 10.0 billion (approximately EUR 7.2 billion), as compared to a deficit of approximately USD 2.0 billion (approximately EUR 1.4 billion) in the same period in 2009. Because of slowing economic activity and falling energy prices, imports decreased at a more rapid pace than exports and the foreign trade deficit was narrowing in 2009. However, Turkey’s trade deficit increased from USD 4.4 billion (approximately EUR 3.2 billion) in the first quarter 2009 to approximately USD 12.0 billion (approximately EUR 8.6 billion) in the first quarter of 2010 which in turn caused the current account deficit to increase over the same period. The Istanbul Stock Exchange is subject to a high degree of volatility. The ISE is a highly volatile market, as illustrated by its yearly trading volumes. As is the case for the equity securities of many issuers with securities listed in emerging markets, the market value of the Shares on the ISE may be subject to significant fluctuation, which may not necessarily be related to the Group’s consolidated financial performance. The ISE is also considerably smaller and thus less liquid than more developed securities markets, such as those in the United States. The relatively small size and low liquidity of the ISE in general and the limited public market for the Shares on the ISE in particular may impair the ability of holders of the Shares to sell them in the amount and at the price and time such holder may wish to do so, and may increase the volatility of the price of the Shares.

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Additionally, developments or economic conditions in other emerging market countries have at times significantly affected the availability of credit to the Turkish economy and resulted in considerable outflows of funds and declines in the amount of foreign investments in Turkey. Crises in other emerging market countries may diminish investor interest in securities listed on the ISE, including the Company’s, which could adversely affect the market price of the Company’s Shares. Moreover, financial turmoil in any emerging market country tends to adversely affect the prices of equity and debt securities of all emerging market countries as investors move their money to more stable, developed markets. An increase in the perceived risks associated with investing in emerging economies could dampen capital flows to Turkey and adversely affect the Turkish economy. There can be no assurance that investors’ interest in Turkey will not be negatively affected by events in other emerging markets or the global economy in general. Uncertainties relating to Turkey’s accession to the European Union may adversely affect the Turkish financial markets and result in greater volatility. Negotiations for Turkey’s accession to the EU commenced in 2005 and, although Turkey has implemented various reforms and continued harmonization efforts with the EU, progress has been limited over time and appears to have stalled. The suspension by the EU of negotiations on certain eight chapters starting from December 2006 due to Turkey’s undertakings relating to the Customs Union and the recognition of Cyprus, followed by overshadowing domestic political events and the recent global financial crisis, caused a deceleration in Turkey’s membership accession process. While the present Turkish government has stated that it remains committed to EU-related reforms, there can be no assurance that such reforms or a pro-EU approach will continue or that the EU will continue to maintain an open approach to Turkey’s EU membership. Adverse develop-ments in Turkey’s EU accession process may have a negative effect on Turkey’s economic performance and credit ratings, which may in turn have a material adverse effect on the Group’s business, financial condition and results of operations. Political developments in Turkey may have a material adverse effect on the Group’s business, financial condition, results of operations or prospects. Turkey has, historically and recently, experienced controversies between the government and the military. In 2007, the government commenced an investigation whose scope included military officers, scholars, journalists and others based on allegations that a coup was being planned. The tension between the government and the military and the judiciary further increased in the build up to the constitutional amendments drafted and proposed by the Turkish government in March 2010, including judiciary reform. The recent referendum concerning various amendments to the Turkish constitution on matters concerning the organisation and the operation of the constitutional court and the high council of judges and prosecutors was approved in September 2010 and the amendments will become effective upon being published in the Turkish Official Gazette. Increased tensions between the Government, on the one hand, and the judiciary or the military, on the other hand, may increase the level of political instability in Turkey. Although the parliamentary elections are scheduled for July 2011, the governing party may also call early elections. Furthermore, Turkey is located in a region that has been subject to ongoing political and security concerns, especially in recent years. Political uncertainty within Turkey and in certain neighboring countries, such as Iran, Iraq, Georgia, Armenia and Syria has historically been one of the potential risks associated with an investment in securities in Turkey. Turkey has also experienced problems with domestic terrorist and ethnic separatist groups. For example, Turkey has been in conflict for many years with the Kurdistan Worker’s Party. The issue of civil rights for Kurdish citizens remains a potential source of political instability besides the uncertainty surrounding the Kurdish population living in the region which may contribute to further tension.

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A loss of market confidence in the political stability of Turkey or a change in government at the next election triggering a change in economic policies may negatively impact the Turkish economy and, in turn, may have a material adverse effect on the Group’s business, financial condition and results of operations.

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4 The Offering

4.1 Subject Matter of the Offering

The Offering comprises up to 3,105,226 Offered Shares, consisting of: • 1,948,800 Offered New Shares to be issued by the Company by means of the

Capital Increase, • 147,078 Offered Treasury Shares (corresponding to all treasury shares held by the

Company at the date of this Prospectus), • 604,318 Offered Existing Shares from the holdings of the Principal and Selling

Shareholders, and • up to 405,030 Offered Additional Shares from the holdings of the Principal and

Selling Shareholders for the purpose of covering over-allotments. All Offered Shares are ordinary no par value bearer shares, each share representing a calculated notional amount of EUR 2.00 of the nominal share capital with full dividend entitlement from 1 April 2010. The Offering consists of: • a Rights Offering of the Offered New Shares and the Offered Treasury Shares to the

existing shareholders of the Company, and • a Global Offering of those Offered New Shares and Offered Treasury Shares for

which subscription rights are not exercised (the “Rump Shares”), as well as of all Offered Existing Shares and Offered Additional Shares; the Global Offering comprises:

(i) a public offering to retail investors and institutional investors in the Republic of

Turkey (the “Turkish Public Offering”); and

(ii) a non-public offering outside of the Republic of Turkey and the United States to selected institutional investors in reliance on Regulation S under the Securities Act and other applicable exemptions (the “International Institutional Offering”).

The offering of the Offered Shares has not been and will not be registered under the securities laws of any jurisdiction other than the Republic of Turkey; in particular, no action has been or will be taken in any jurisdiction other than the Republic of Turkey that would permit a public offering of Offered Shares (or the subscription rights in respect of the Offered New Shares and the Offered Treasury Shares). Prospective investors and depositary banks should advise themselves of applicable laws and regulations. The Offered Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States. Offered Shares may not be offered or sold within the United States, and may be offered or sold outside the United States only in reliance on Regulation S under the Securities Act. İş Yatırım Menkul Değerler A.Ş., İş Kuleleri, Kule 2 Kat 12, 34330, 4.Levent / İstanbul, Turkey, is acting as Sole Global Coordinator and Sole Bookrunner in the Offering. Erste Group Bank AG, Graben 21, A-1010 Vienna, Austria, WOOD & Company Financial Services, a.s., Palladium, Náměstí Republiky 1079/1a, 110 00 Praha 1, Czech Republic and Renaissance Capital Limited, One Angel Court, London EC2R 7HJ, are acting as Co-Lead Managers.

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The Offered New Shares will be subscribed for by Erste Group Bank AG for the account of the Underwriters after expiry of the Subscription Period, the International Offer Period and the Turkish Offer Period, in accordance with Section 153 para. 6 of the Austrian Stock Corporation Act (Aktiengesetz), with the obligation to provide the Offered New Shares to those existing shareholders of the Company who have exercised their subscription rights. Subscription rights not exercised by the end of the Subscription Period will expire without value.

4.2 Maximum Offer Price and final Offer Price

Prior to the beginning of the Subscription Period, the Management Board, with the approval of the Supervisory Board, has set the maximum Offer Price at EUR 21.90 per Offered Share, the number of Offered New Shares to be issued at 1,948,800 Shares and the number of Offered Treasury Shares at 147,078 Shares, and the subscription ratio at 15:4. The Management Board, with the approval of the Supervisory Board, is authorized to determine the final Offer Price after expiry of the Subscription Period, the International Offer Period and the Turkish Offer Period on or about 26 November 2010. The final Offer Price will be set at or below the maximum Offer Price. The final Offer Price and the definitive number of Offered Additional Shares to be sold by the Principal and Selling Shareholders will be determined by the Company (the number of Offered Additional Shares also by the Principal and Selling Shareholders) in consultation with the Sole Bookrunner on the basis of the order book drawn-up in a book-building process and may be higher than the price of the Existing Shares on the VSE at any time prior to and including the day when the final Offer Price will be determined which is expected to be on or about 26 November 2010. This information will be published on or about 26 November 2010, by means of an ad-hoc announcement on an electronic news information system and also, shortly thereafter, in the Official Gazette of the Wiener Zeitung (Amtsblatt zur Wiener Zeitung). In Turkey, the final Offer Price and the allocation of the Offered Shares will be publicly disclosed by the Sole Bookrunner through the Turkish Public Disclosure Platform (KAP) on the working day following allocation of the Offered Shares through the approval of the final distribution list. The final Offer Price will be due and payable no later than 1 December 2010 (date payment is received). No expenses or taxes will be charged to the subscribers for or the purchasers of the Offered Shares, except for customary banking charges.

4.3 Rights Offering

4.3.1 Subscription Period

The Company’s shareholders are entitled to exercise their subscription rights in respect of the Offered New Shares and the Offered Treasury Shares during the Subscription Period which runs from 12 November 2010 to 26 November 2010. The subscription rights will expire at the end of the Subscription Period on 26 November 2010 without value.

4.3.2 Subscription Ratio

Based on the subscription ratio of 15:4, shareholders of the Company may subscribe to 4 Offered New Shares or Offered Treasury Shares for every 15 Existing Shares held as of 11 November 2010, 23:59 CET. Shareholders who do not hold a number of Existing Shares divisible by 15 will not be able to exercise their subscription rights in full. Offered New Shares and/or Offered Treasury Shares can only be subscribed for in multiples of four. The Company reserves the right to maintain the subscription ratio even if the definitive size of the Offering is reduced. This might lead to an increase of a shareholder’s interest in the share capital of the Company, if the definitive number of Offered New Shares is lower than 1,948,800.

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4.3.3 Exercise of Subscription Rights

Subscriptions for the Offered New Shares and Offered Treasury Shares will be accepted by Erste Group Bank AG, acting as subscription agent (Bezugsstelle) (the “Subscription Agent”), as well as by all other credit institutions in Austria, during ordinary business hours. Holders of subscription rights held through a depositary bank that maintains a securities account with OeKB or through a financial institution that is a participant in Euroclear or Clearstream must exercise their subscription rights by instructing such bank or financial institution to subscribe for Offered New Shares and/or Offered Treasury Shares on their behalf in accordance with any applicable procedures established by their depositary bank or financial institution. Such depositary bank and financial institution will forward subscrip-tions to the Subscription Agent. The exercise of a subscription right by subscription right holders is irrevocable and cannot be annulled, modified, cancelled or revoked. From the beginning of the Subscription Period, Existing Shares will be traded without subscription rights (“ex subscription rights”). The ISIN for the subscription rights is AT0000A0LF13. Subscription rights will not be traded on a stock exchange. Shareholders should note that subscription rights not duly exercised within the Subscription Period will lapse without value. Subscription rights holders who do not wish to exercise their subscription rights at the maximum Offer Price but issue a subscription order at a lower price will be assigned a number of Offered New Shares and/or Offered Treasury Shares corresponding to the number of subscription rights exercised by such holder only if the price limit set by the holder is not lower than the final Offer Price. The subscription rights expire without value if the price limit set by their holders is lower than the final Offer Price. Shareholders exercising subscription rights are requested to set price limits only in multiples of EUR 0.25 per Share. If an investor submits an invalid subscription or the Rights Offering is terminated, claims with respect to bank fees and other investor costs incurred in connection with the subscription will be governed by the contractual relationship between the investor and the financial institution that accepted the subscription. Shareholders resident outside the Company’s home country, Austria, may be restricted in their ability to exercise their subscription rights. The shareholders are therefore required to inform themselves about and observe any such restrictions. The subscription rights have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States. Consequently, subscription rights may be exercised only by or on behalf of shareholders outside the United States in reliance on Regulation S under the Securities Act.

4.4 Global Offering

The Rump Shares, the Offered Existing Shares and the Offered Additional Shares will be offered in (i) a public offering to retail and institutional investors in the Republic of Turkey and (ii) a non-public offering outside of the Republic of Turkey and the United States to selected institutional investors in reliance on Regulation S under the Securities Act and other applicable exemptions. The definitive number of Offered Shares available for sale in the Global Offering will be determined after expiry of the Subscription Period. Concurrently with the International Institutional Offering, the Rump Shares, the Offered Existing Shares and the Offered Additional Shares will be offered in the Turkish Public Offering pursuant to the Turkish Offering Circular. The Turkish Public Offering will be conducted between 25 November 2010 and 26 November 2010 pursuant to an under-writing and consortium agreement with a syndicate of Turkish financial institutions led by the Sole Bookrunner.

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In the context of the Turkish Public Offering, pursuant to CMB regulations at least 10% of the Offered Shares (excluding the Offered Additional Shares) are to be allocated to retail investors participating in the Turkish Public Offering and another 10% of the Offered Shares (excluding the Offered Additional Shares) are to be allocated to institutional investors participating in the Turkish Public Offering. The Company intends to allocate 30% of the Offered Shares (excluding the Offered Additional Shares) to the Turkish Public Offering. To the extent there is not sufficient demand by retail and/or institutional investors participating in the Turkish Public Offering, however, the quota allocated to these investors may be below 10% for either class of investors.

4.4.1 International and Turkish Offer Periods

The International Offer Period during which investors may submit formal bids for the purchase of Offered Shares in the International Institutional Offering (see Chapter 4.4.2 “Purchase bids”) begins on 25 November 2010 and is expected to end on 26 November 2010. The Turkish Offer Period during which investors may offer to purchase Offered Shares in the Turkish Public Offering begins on 25 November 2010 and is expected to end on 26 November 2010.

4.4.2 Purchase bids

Prospective investors seeking to purchase Offered Shares in the Global Offering are advised to contact their bank, broker or other financial adviser for further details regarding the manner in which purchase bids for Offered Shares are to be processed. There will be no minimum and no maximum number of Offered Shares for which purchase bids may be submitted by prospective investors in the Global Offering; investors participating in the International Institutional Offering may express such purchase bids as a number of Offered Shares or an amount in EUR and investors participating in the Turkish Public Offering as a number of Offered Shares or an amount in TRY. Multiple purchase bids at different price levels at or below the maximum Offer Price may be submitted; all purchase bids submitted by one investor at or above the final Offer Price will be aggregated and considered for purposes of allocation. Prospective investors in the Global Offering may withdraw any purchase bids placed until the end of the International Offer Period or the Turkish Offer Period, as applicable. In order to submit purchase bids for Offered Shares in the Turkish Public Offering, a special subscription form required under Turkish regulations must be completed. The subscription forms will be provided to retail investors and institutional investors participating in the Turkish Public Offering by the respective Turkish financial institutions participating in the consortium for the Turkish Public Offering. Special subscription forms will also be required in order to submit purchase bids for Offered Shares in the International Institutional Offering. These subscription forms will be provided by the Managers and must be returned in electronic form or fax to the relevant Manager. Co-Lead Managers must return such subscription forms to the Sole Bookrunner at the time the order is placed and in no event later than 17:00 hours Istanbul time on 26 November 2010. The original executed form must also be collected by the relevant Co-Lead Manager and returned to the Sole Bookrunner by mail or courier no later than 30 November 2010.

4.4.3 Allocation

After the final Offer Price has been set, the Rump Shares, the Offered Existing Shares and – to the extent the Company, the Principal and Selling Shareholders and the Sole Bookrunner on behalf of the Managers have agreed on an over-allotment – the Offered Additional Shares will be allocated to investors based on the bids available upon completion of the Offering. No class of investors will receive preferential treatment in respect of allocations unless otherwise described in this Chapter 4.4; in particular, retail and institutional investors participating in the Turkish Public Offering will each, subject to there being sufficient demand, be allocated at least 10% of the Offered Shares (excluding the Offered Additional Shares) (see Chapter 4.4 “Global Offering”, third paragraph).

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Allocation of shares between retail investors participating in the Turkish Public Offering will be determined pro rata to the original number of Offered Shares for which such retail investors have submitted purchase bids. The number of Offered Shares allocated to institutional investors participating in the Turkish Public Offering will be determined in the absolute discretion of the Company after consultation with the Sole Bookrunner, subject however to observing the obligation to allocate at least 10% of the Offered Shares (excluding the Offered Additional Shares) to institutional investors participating in the Turkish Public Offering, to the extent there being sufficient demand by this class of investors (see Chapter 4.4 “Global Offering”, third paragraph). The selection of the institutional investors participating in the International Institutional Offering and the amount of the Offered Shares, if any, allocated to these investors will be determined in the absolute discretion of the Company after consultation with the Sole Bookrunner. Prospective investors in the Global Offering are advised to contact their bank, broker or other financial adviser for details regarding the actual allocation of Offered Shares made to them. Although the Company does not accept any responsibility therefore, the Company expects that information regarding allocations in the Offering may be made available by these institutions on or about the working day in Austria immediately prior to the Closing Date. In Turkey, the final Offer Price and the allocation of the Offered Shares will be publicly disclosed by the Sole Bookrunner through the Turkish Public Disclosure Platform (KAP) on the working day following the allocation of the Offered Shares through the approval of the final distribution list.

4.5 Participation of the Principal and Selling Shareholders in the Offering

Prior to the Offering, AD PS holds 4,240,576 Existing Shares (54.40%) and DZR holds 1,928,628 Existing Shares (24.74%) in DO & CO. AD PS and DZR have announced that they will not exercise their subscription rights. In the Global Offering, AD PS is offering 149,680 Offered Existing Shares and up to 100,320 Offered Additional Shares for the purpose of covering over-allotments; DZR is offering 454,638 Offered Existing Shares and up to 304,710 Offered Additional Shares for the purpose of covering over-allotments. If Stabilisation Measures are conducted, the Shares purchased through such stabilisation are returned to AD PS and DZR at the final Offer Price, thus reducing the number of Shares sold by AD PS and DZR in the Offering (see Chapter 4.9 “Stabilisation and over-allotment”).

4.6 Extension of Subscription Period and the International and Turkish Offer Period;

Termination of the Offering

The Offering, the Subscription Period, the International Offer Period and the Turkish Offer Period may be extended, the Turkish Offer Period however only to a maximum of 30 days. The Rights Offering may be terminated at any time at the absolute discretion of the Company. Under the Underwriting Agreement, the Offering may be suspended or terminated and the International Offer Period and the Turkish Offer Period may be terminated only if certain circumstances arise, such as the occurrence of force majeure, regulatory measures which make the completion of the Offering impossible or significantly difficult or the failure to obtain demand for all the Offered Shares at the final Offer Price. Any extension of the Subscription Period or termination of the Rights Offering will be published via electronic media and in the Official Gazette of the Wiener Zeitung (Amtsblatt zur Wiener Zeitung) as soon as possible thereafter. In the event of termination of the Rights Offering, exercised subscription rights will become void and any payment made for the subscription will be returned to the subscriber without interest. Any change of the Turkish Offer Period set forth in the Turkish Offering Circular (Izahname) will be notified to the CMB. In the event of termination of the Turkish Public Offering, purchase bids will be-come void and any payment made for the purchase of Offered Shares will be returned to the investor with interest. In addition, the Sole Bookrunner on behalf of the Managers reserves the right to terminate the Underwriting Agreement under certain circumstances (see Chapter 19.3 “Termination, indemnity”).

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4.7 Delivery and Settlement

The Offered Shares will be represented by one or more global share certificates (Zwischensammelurkunden) that will be deposited with OeKB. Purchasers of the Offered Shares will not be entitled to receive individual share certificates. The Sole Bookrunner expects to deliver the Offered Shares assigned in the Rights Offering in book entry form through the facilities of OeKB, Euroclear and Clearstream and the Offered Shares allocated in the Global Offering in book entry form through the facilities of Clearstream and CRA against payment of the final Offer Price on or about 1 December 2010 (the “Closing Date”). Payment for the Offered Shares in the Global Offering is to be effected in TRY in same-day funds based on the EUR/TRY currency exchange rate published by the Central Bank of Turkey on its website http://www.tcmb.gov.tr/yeni/eng/, sub-page Data-Exchange Rates-Indicative Exchange Rates-November-2010 on the last day of the Turkish Offer Period in the column “DÖVİZ SATIŞ/Selling”. Such exchange rate will be published together with the results of the Capital Increase as described in Chapter 4.2 “Maximum Offer Price and final Offer Price” on or about 26 November 2010. Payment for the Offered New Shares and the Offered Treasury Shares in the Rights Offering is expected to be in EUR in same-day funds. Offered Shares allocated in the Global Offering will be traded on the ISE. Offered Shares allocated in the Rights Offering will be traded on the VSE. Existing Shareholders purchasing Offered Shares in both the Rights Offering and the Global Offering, may therefore receive one portion of the allocated Offered Shares traded on the ISE and quoted in TRY and another portion of the allocated Offered Shares traded on the VSE and quoted in EUR. Investors may subsequently transfer the Shares to the respective other stock exchange. However, investors should be aware that any transfer of Shares from the VSE to the ISE or vice versa (including for purposes of selling such Shares on the respective other stock exchange) will require the transfer of the book entry interest in such Shares to another custodian bank (Lagerstellenhalter) maintaining a securities account with OeKB or CRA respectively. Such change of the custodian bank (Lagerstellenhalter) may (i) require the respective investor to maintain a securities account with another financial institution, (ii) trigger substantial transaction fees and/or (iii) take a certain time to be effected (thereby potentially delaying a contemplated sale of such Shares on the respective other stock exchange). Investors are therefore advised to contact their depositary bank for details regarding the requirements, costs and timeframe of any contemplated transfer of Shares from the VSE to the ISE or vice versa. Prospective institutional investors participating in the International Institutional Offering are required to open a custody account either directly with a Turkish depositary recognized by CRA or with a custodian maintaining accounts under a depositary recognized by CRA (such as Clearstream), and provide details of such custody accounts to the Managers, in order to effect payment in TRY and receive the Offered Shares. The details of such custody accounts must be provided to the Managers no later than 29 November 2010. The Offered Shares will be delivered to the Turkish custody accounts on or about the Closing Date by means of book entry registration subject to timely and satisfactory provision of account details. Details on the manner in which prospective Turkish Retail Investors and Turkish Institutional Investors may submit purchase bids for Offered Shares are described in the Turkish Offering Circular (Izahname). In accordance with settlement standards on the ISE and in deviation from settlement standards on the VSE (see Chapter 6 “The DO & CO Share and its listing”) settlement will take place on a T+2 rather than a T+3 basis. No expenses or taxes will be charged to the purchasers of the Offered Shares, except for customary banking charges.

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4.8 Admission to Stock Exchanges and Commencement of Trading

4.8.1 Listing on the Vienna Stock Exchange

The Company’s Existing Shares are listed on the Official Market (Amtlicher Handel) of the VSE under the symbol “DOC” and traded in the Prime Market segment. Application will be made to list the Offered New Shares in the Official Market (Amtlicher Handel) of the VSE. It is expected that the Offered New Shares will start to be traded in the Prime Market segment on or about 2 December 2010.

4.8.2 Listing on the Istanbul Stock Exchange Application has been made to list the Shares on the ISE. It is expected that the Shares will start to be traded under the symbol “DOCO” in the National Market segment of the ISE on or about 2 December 2010.

4.9 Stabilisation and over-allotment

The Offered Additional Shares may be sold by the Principal and Selling Shareholders on the Closing Date for the purpose of covering over-allotments. In connection with this Offering, the Sole Bookrunner will act as stabilisation manager (“Stabilisation Manager”). The proceeds from the sale of the Offered Additional Shares or, if no or not all of the Offered Additional Shares are sold, funds from the sale of the Offered Existing Shares (calculated to be an amount equal to 13.04% of the gross proceeds of the Offering) (in each case, the “Stabilisation Funds”) are allocated to the Stabilisation Manager to conduct transactions with a view to supporting the market price of the Shares at levels above those which might otherwise prevail in the open market ("Stabilisation Measures''). The Stabilisation Manager may effect Stabilisation Measures in Turkey and, through an intermediary, in Austria. Stabilisation Measures in Turkey may be effected on the ISE only, whereas in Austria Stabilisation Measures may be effected on the VSE or in the over-the-counter market. The Stabilisation Manager is under no obligation to engage in any Stabilisation Measures, and, therefore, there can be no assurance that Stabilisation Measures will be taken. If commenced, stabilisation may be discontinued at any time without prior notification, and must be brought to an end after a limited period. Under the applicable laws, Stabilisation Measures may be taken (a) in Turkey (on the ISE only) as from the date the Shares are first traded until 30 calendar days thereafter (the "ISE Stabilisation Period'') and (b) in Austria (on the VSE and in the over-the-counter market) as from the date of publication of the final Offer Price until 30 calendar days after the date of the allocation of the Offered Shares (the “VSE Stabilisation Period”). However, upon expiry of either the ISE or VSE Stabilisation Period, the Stabilisation Manager will end any Stabilisation Measures both in Austria and Turkey. No representation will be made as to the magnitude or effect of any such Stabilisation Measures or other transactions and any such activities or transactions would not constitute a guarantee of any share price. After the end of either the VSE or ISE Stabilisation Period and consequently of any Stabili-sation Measures, the Sole Bookrunner will return to the Principal and Selling Shareholders (i) if no Stabilisation Measures were conducted, the total amount of Stabilisation Funds less the agreed fees, or (ii) if Stabilisation Measures were conducted, the purchased Shares (at the final Offer Price) together with the remaining amount of Stabilisation Funds. Within one week of the end of the VSE Stabilisation Period, a notice will be published in the Official Gazette (Amtsblatt zur Wiener Zeitung) in accordance with Article 9 (3) of Regulation (EC) No. 2273/2003, announcing whether any Stabilisation Measures were taken and, if applicable, the date on which such Stabilisation Measures commenced, the date of the last Stabilisation Measure, and the price range within which such Stabilisation Measures were carried out. With regard to Stabilisation Measures undertaken on the ISE the Sole Bookrunner will, on the working day following the end of the ISE Stabilisation

53

Period, publicly disclose through the Turkish Public Disclosure Platform (KAP) whether any Stabilisation Measures have been effected, the date on which Stabilisation Measures were first effected and the date of the last Stabilisation Measure, as well as information on the date, the number of shares and the value of each Stabilisation Measure. If stabilisation is terminated prior to the expiry of the ISE Stabilisation Period, the Sole Bookrunner will disclose such information through the KAP on the same day including an explanation why stabilisation has been terminated early. As a result of such stabilisation, the exchange or market price of the Shares may be higher than the price which would otherwise prevail in the market. Stabilisation may also result in the exchange or market price of the Shares reaching a level that is not sustainable in the long term.

4.10 Transferability of the Shares

The Shares are freely transferable in accordance with the law applying to bearer shares. Except for the restrictions set forth in Chapter 4.11 “Lock-Up Agreements” below, no lock-ups or other restrictions apply with regard to the transferability of the Shares.

4.11 Lock-up Agreements

The Company, AD PS and DZR have each undertaken that they shall not take any actions which may directly or indirectly result in an increase of shares of the Company traded on the ISE and/or VSE during a period starting on 8 November 2010 and ending on the 180th day following the first trading day of the Shares on the ISE. This lock-up includes the undertaking by each of the Company, AD PS and DZR that they shall also not take any actions which would allow third parties to increase the number of shares of the Company traded on the ISE and/or VSE during such period. However, this lock-up does not apply to the Offered Shares offered in the Offering and AD PS and DZR may freely sell any Shares that are returned to them upon completion of the VSE or the ISE Stabilisation Period.

4.12 Market Maker

UniCredit Bank AG, Zweigniederlassung Wien, Julius Tandler Platz 3, A-1090 Vienna acts as specialist and market maker in respect of the trading of the Shares on, and in accordance with the rules of, the VSE and the Prime Market segment. On most equity markets of the ISE, including the National Market, no market maker is permitted.

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5 Use of Proceeds

The Company will receive the net proceeds from the Offering of the Offered New Shares and the Offered Treasury Shares, comprising the gross proceeds from the sale of the Offered New Shares and the Offered Treasury Shares less: • the commissions of the Managers and other offering-related expenses incurred by the

Company and

• the cost of acquisition of the Offered Treasury Shares (”Net Proceeds”). The Net Proceeds from the Offering depend on the final Offer Price, the commissions and the actual offering-related costs. Based on an assumed Offer Price of EUR 21.90 per Offered Share (being the maximum Offer Price), the gross proceeds from the sale of all Offered New Shares and all Offered Treasury Shares are expected to amount to EUR 45,899,728.20 million. The Company estimates that its total costs (including the commission and the discretionary success fee payable to the Managers and other offering-related expenses incurred by the Company) will amount to EUR 4.3 million. The cost of acquisition of the Offered Treasury Shares amounts to approximately EUR 1.9 million. The Company therefore expects to receive Net Proceeds from the Offering in the amount of approximately EUR 39.7 million. The Company intends to use the Net Proceeds from the Offered New Shares and the Offered Treasury Shares to strengthen its ability to fund investments and position itself for acquisition opportunities that in the opinion of Management will arise over the next three years. In particular, the Group intends to use the Net Proceeds to:

• finance the organic development of the Group, including:

- to start up additional airline catering units at major airports; and

- to be able to demonstrate the necessary financial power and stability in tender

processes for new contracts for large international events; and

• invest in acquisition opportunities, including: - acquiring businesses to further strengthen its divisions, principally the Airline

Catering division, in particular by acquiring regions/businesses from existing airline catering competitors;

- buying established but underperforming businesses or undervalued brands;

- establishing joint ventures with airlines or other partners; and/or

- acquiring businesses supplying products and/or providing services to the airline catering industry, allowing for further vertical and/or horizontal integration of the Group.

The Company will not receive any proceeds from the sale of the Offered Existing Shares and Offered Additional Shares by AD PS and DZR.

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6 The DO & CO Share and its listings

6.1 General

The Shares are listed on the Official Market of the Vienna Stock Exchange, assigned to trading in the Prime Market segment and shall also be listed on the Istanbul Stock Exchange (İstanbul Menkul Kıymetler Borsası).

6.2 The Vienna Stock Exchange

6.2.1 Organization and Market Segments

The VSE is operated by an independent, privately owned and severally supervised stock corporation, the Wiener Börse AG, based on a license under the Austrian Stock Exchange Act (Börsegesetz). Members of the VSE include banks, foreign investment firms and other firms trading in securities, derivatives and money market instruments, registered either within or outside of the European Economic Area. The supervisory authority is the FMA. The FMA monitors the trading on the VSE with regard to, inter alia, compliance with rules and regulations regarding insider trading activity, fairness in trading, and other market related matters. In the calendar year 2009, the aggregate trading volume on the (regulated markets) of the VSE amounted to EUR 74.7 billion; during the first nine months of 2010, the aggregate trading volume on the regulated markets of the VSE amounted to about EUR 55.3 billion. As of 30 September 2010, 84 issuers were listed on the regulated markets of the VSE and the market capitalization of all companies listed on these markets amounted to EUR 101.1 billion (source: VSE). There are three markets for trading on the VSE: the first tier market (the “Official Market”) and the second tier market (the “Second Regulated Market”), both being regulated markets (within the meaning of the Directive 2004/39/EC) and the unregulated third tier market (the “Third Market”), a multi-lateral trading system pursuant to the Directive 2004/39/EC on markets in financial instruments which is operated by the VSE (source: VSE). In December 2004, the U.S. Securities Exchange Commission granted the VSE the status of a “Designated Offshore Securities Market” in accordance with the Securities Act. In addition to statutory criteria which determine admission to one of these three markets, non-statutory criteria set out by the VSE must be met for a security to be admitted for trading in one of the market segments of the VSE. The equity market is divided into the segments “Prime Market”, “Mid Market” and “Standard Market”. While securities which qualify for either of the regulated markets may be listed on each of the equity market segments, securities which participate in the Third Market can only be listed on the Mid Market. The Prime Market is the highest ranking and most strictly regulated market segment of the VSE and includes the securities issued by companies which accept more stringent reporting, quality and disclosure requirements. Securities listed on the Prime Market are traded continuously in conjunction with several auctions (the opening auction, intra-day auction and closing auction). Out of the currently listed 42 titles of the Prime Market, 20 shares are contained in the Austrian Traded Index (“ATX”). The ATX consists of the most actively traded (most liquid) and the highest capitalized stocks in the Prime Market. It was designed as underlying reference for futures, options and structured notes. The ATX is calculated, disseminated and licensed by the VSE on a real-time basis. The “ATX Prime” index contains all shares presently listed in the Prime Market segment. The segment Standard Market contains all stocks admitted to listing on the Official Market or Second Regulated Market that do not meet the criteria for the Prime Market, except for those which are included on the Mid Market. This segment is divided into the Standard Market Continuous and the Standard Market Auction segments. Shares listed on the Standard Market Continuous are traded continuously, whereas shares listed in the Standard Market Auction are traded only once a day.

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To provide additional liquidity, stocks traded in the Prime Market must be serviced by a specialist trader, which agrees to enter firm quotes into XETRA, the electronic trading system used by the VSE, on a permanent basis. Additional liquidity providers other than the designated specialist are permitted to act as market makers in securities already serviced by at least one specialist. For stocks traded in the Standard Market Continuous one market maker (but no specialist) is required. The market makers’ commitments must meet certain minimum requirements set up by the VSE. The Company’s Existing Shares are currently traded in the Prime Market. It is expected that the Offered New Shares will be traded in the Prime Market segment starting on or about 2 December 2010. Application will be made to list the Offered New Shares in the Official Market (Amtlicher Handel) of the VSE.

6.2.2 Trading and Settlement

Officially listed shares are traded both on and off the VSE. Nearly half of all trades are over-the-counter (“OTC”). Shares and other equity securities listed on the VSE are quoted in Euro per share. The electronic trading system used by the VSE is XETRA (Exchange Electronic Trading), the same trading system used by the Frankfurt Stock Exchange. The settlement system uses automated netting procedures and daily mark to market evaluation of collateral requirements to further reduce transfer costs. Trading can be suspended by the VSE if orderly stock exchange trading is temporarily endangered or if its suspension is necessary in order to protect the public interest. The electronic system provides for automatic volatility interruptions and market order interruptions during continuous auctions and for automatic volatility interruptions during continuous trading. The settlement of the transaction concluded on the stock exchange takes place outside the stock exchange. Exchange transactions (spot and forward markets) are settled through CCP Austria Abwicklungsstelle für Börsegeschäfte GmbH. These transactions are carried out T+3 on a delivery versus payment (DvP) basis, with OeKB acting on behalf of CCP Austria Abwicklungsstelle für Börsegeschäfte GmbH as the central custodian and settlement bank. In case of non-delivery, the transaction will be performed T+8 by a settlement in cash, with the defaulting counter-party having to pay a penalty to the purchaser(s). Settlement terms of OTC transactions depend on party agreement.

6.3 The Istanbul Stock Exchange

6.3.1 Organization and Market Segments The ISE was established as a public legal entity in December 1985, pursuant to the Decree Law No. 91 published in the Turkish Official Gazette dated 6 October 1983 and number 18183 (reiterated) and the subsequent resolution of the Council of Ministers’ of the Republic of Turkey and the regulation issued by the CMB. The scope of operations of the ISE is determined as the transparent, organized and honest operation of the securities exchanges for trustworthy and stable trading of securities. Brokerage houses and banks granted with the authority by the CMB to undertake brokerage activities may become a member to the ISE in order to undertake transactions at the ISE. The ISE is subject to the supervision and surveillance of the CMB. The ISE is governed by an executive council composed of five members. After nomination by the CMB, the president of the executive council, who also acts as the chief executive officer, is appointed by the Turkish government. Four other members of the executive council represent the three categories of the members of the ISE, the investment and the development banks, the corporate banks, and the brokerage houses. The ISE is the only stock exchange in Turkey.

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The total trading value of the ISE between 2007 and 2009 was an average of USD 291,416 million (approximately EUR 209,260 million) per year and ranged from USD 260,679 million (approximately EUR 187,188 million) in 2008 to USD 312,729 million (approximately EUR 224,565 million) in 2009. The average daily trading value between 2007 and 2009 was an average of USD 1,107 million (approximately EUR 795 million) per quarter and ranged from USD 394 million (approximately EUR 283 million) in 2007 to USD 1,519 million (approximately EUR 1,091 million) in 2009 on to USD 2,031 million (approximately EUR 1,458 million) in 2010.The ISE is also a highly volatile market, and the ISE 100 Index has fluctuated between USD 0.51 (approximately EUR 0.37) to USD 4.71 (approximately EUR 3.38) from 1 January 2002 to 31 December 2009. Trading on the ISE has traditionally been characterised by a high degree of short-term speculative trading, which is at least partially attributable to the relatively underdeveloped institutional investor based in Turkey and to the relatively small (but growing) size of the retail investor base, which is composed of mainly high net worth individuals. The average daily trading volume in the shares of the ten most traded companies on the ISE was TRY 428 million (approximately EUR 215 million) during 2004, TRY 438 million (approximately EUR 220 million) during 2005, TRY 556 million (approximately EUR 280 million) during 2006, TRY 705 million (appro-ximately EUR 355 million) during 2007, TRY 740 million (approximately EUR 372 million) during 2008 and TRY 535 million (approximately EUR 269 million) during 2009. At 31 December 2009, 325 Turkish companies were listed on the ISE. At 31 December 2009, the total market capitalisation of all companies with equity securities regularly traded on the ISE was approximately TRY 347 billion (approximately EUR 175 billion). The average daily trading value of the stocks of all companies whose shares were listed on the ISE was approximately TRY 837 million (approximately EUR 421 million) in 2004, TRY 1,045 million (approximately EUR 526 million) in 2005, TRY 1,278 million (approxima-tely EUR 643 million) in 2006, TRY 1,539 million (approximately EUR 774 million) in 2007, TRY 1,328 million (approximately EUR 668 million) in 2008 and TRY 1,895 million (appro-ximately EUR 954 million) in 2009. The free float market capitalisation of shares listed on the ISE is approximately TRY 114,354 million (approximately EUR 57,545 million), with approximately 65% of this amount held by persons or institutions not resident in Turkey as at 31 December 2009. A disproportionately large percentage of the market capitalisation and trading value of the ISE is represented by a small number of listed companies that are mainly listed on the ISE 30 Index. The total market capitalisation of the companies included in the ISE 30 Index at 31 December 2007 was TRY 241 billion (approximately EUR 121 billion), representing approximately 69% of the market capitalisation of all companies trading on the ISE as of such date. As of 31 December 2009, the combined market capitalisation of the ten companies with the greatest market capitalisation whose shares regularly trade on the ISE was approximately TRY 177 billion (approximately EUR 89 billion), which represented approximately 51% of the market capitalisation of all companies regularly trading on the ISE as of such date. On the ISE, markets are organized under four main categories: the ISE Stock Market, the Emerging Companies Market, the Bonds and Bills Market and the Foreign Securities Market. The ISE Stock Market is currently divided into eight markets. The first is the National Market, which includes all the companies that comply with the listing requirements set by the ISE. Shares of 100 companies chosen from this market according to the qualifications determined by the ISE form the ISE 100 Index. The second market is the Second National Market, which has been formed to provide capital to companies that cannot meet the quotation conditions set by the ISE and to small and medium sized companies with growth potential. The third market is the New Economy Market, which has been formed in order to allow companies in telecommunications, information, electronics, internet, computers and other technology sectors to raise capital. The fourth market is the Watch List Companies Market, which is for companies under special surveillance and investigation due to extraordinary situations with respect to stock transactions on the ISE. The fifth market is the Wholesale Market permitting the block sale of stocks which are traded on the National Market and the Second National Market, as well as those which are not traded on the ISE, through capital increase or sale of shares held by existing

58

shareholders to predetermined or unidentified buyers. In the Wholesale Market, the session takes place on each business day between 11:00 a.m. and noon. The sixth market is the Primary Market which includes the shares of companies being publicly offered and trading for the first time on the ISE and the additional shares offered following rights offerings of companies trading on the ISE. The seventh market is the Corporate Products Market where the participation notes of investment funds and the shares of venture capital investment companies, real estate investment companies and securities investment companies are traded. The eighth market is the Funds Market where stock exchange investment funds and type A investment fund participation certificates are traded. In 1997, the ISE began to calculate a new series of stock market indices. The 12 major indices are listed below: • the ISE All Index, which is composed of all stocks traded on the National Market

except investment trusts; • the ISE 30 Index, which is composed of the 30 largest National Market companies

based, in part, on market and trading values; • the ISE 50 Index, which is composed of the 50 largest National Market companies

based, in part, on market and trading values except investment trusts; • the ISE 100 Index, which has been calculated since the inception of the ISE and is

composed of the 100 largest National Market companies in terms of market and trading values;

• the ISE National-Industrials Index, which is a sectorial index composed of food,

beverage; textile, leather, wood, paper, printing, chemical, petroleum, plastic, non-metal mineral products, basic metals, metal products and machinery manufacturers;

• the ISE National-Services Index, which is a sectorial index composed of electricity,

transportation, tourism, wholesale and retail trade, telecommunications and sports companies;

• the ISE National-Financials Index, which is a sectorial index composed of banks,

insurance, leasing, factoring, holding and investment, and real estate investment trust companies;

• the ISE National-Technology Index, which is a sectorial index composed of

information technology and defence companies; • the ISE Investment Trusts Index, which is a sectorial index composed of investment

trust companies; • the ISE Second National Market Index, which comprises companies trading on the

Second National Market; • the ISE New Economy Market Index, which is a sectorial index composed of

companies trading in the new economy market; • the ISE Corporate Governance Index, which is composed of companies voluntarily

complying with the Corporate Governance Principles of the CMB. All of the indices are weighted by the publicly-held portion of each constituent company and, for the convenience of foreign investors, are also computed and maintained in U.S. dollar terms. The composition of the ISE 30 Index and the ISE 100 Index are adjusted quarterly, on the first trading day of January, April, July and October. In order to be included in the ISE 30 Index, at the end of the evaluation period, the market value of a stock must be greater than the median market value of all stocks traded in the National Market (among the top 75% in the case of the ISE 100 Index), and the daily average traded value of the stock, excluding primary, special and block sales, must be greater than the

59

median daily average traded value of the National Market (among the top 75% in the case of the ISE 100 Index). The ISE indices are displayed on the screens of various domestic and international data vendors.

6.3.2 Trading and Settlement In December 1993, the ISE launched a computerised trading system known as “Electronic Purchase and Sale System”. The ISE operates two computer dealing rooms and approximately 150 brokers are eligible to trade through the auspices of the ISE. The brokers, after receiving orders by telephone, enter positions and transact sales by computer, just as would be done in the treasury departments of most investment banks. Since December 2001, ISE members have also been able to route their orders directly to the ISE automated trading system through interface software, called Ex-API. Through Ex-API, members route the orders (either collected or derived by their own back office systems) directly to the ISE automated trading system and instantaneously receive order and trade confirmations. The electronic communication acts as a sales contract. At the end of each trading session the ISE gives all brokers a breakdown of all the transactions that they have completed. Updated trading prices for stocks traded on the ISE are conveyed in real time to data vendors such as Bloomberg and Reuters for international dissemination. After each trading session, the ISE publishes a daily bulletin, which sets out for each security, amongst other information, the high and low sales price, the closing sales price, trading volume and weighted average sales price. The information contained in the bulletin is customarily extracted and published on the following day in major newspapers in Turkey. All trans-actions are on a cash basis and settlement must take place on the second business day after the execution of a trade. Most equity securities traded on the ISE are in bearer form. In practice, shares in registered form, which are traded on the ISE are represented by share certificates endorsed in blank, enabling such shares to be transferred as if they were in bearer form. Trading on the ISE is conducted on each business day in Turkey, with the morning session taking place from 9:30 a.m. to 12:30 p.m., and the afternoon session taking place from 2:00 p.m. to 5:30 p.m. Istanbul time. The ISE was closed on 30 December 2004 and 31 December 2004 in order to enable its members to carry out necessary preparations relating to the introduction of the Turkish Lira. Based on an ISE decision, in line with the implementation of the Turkish Lira, all arrangements based on TRY1,000,000 (nominal) = 1,000 shares = 1 lot were amended to TRY 1,00 (nominal) = 1 share = 1 lot. Turkish capital markets legislation requires shares of a company listed on a Turkish securities exchange to be traded exclusively on that exchange. The CMB has announced that this requirement applies only to brokerage firms licensed to trade on the stock exchange and to orders placed with them by investors; transfers between principals that do not involve a public offering may be transacted outside a stock exchange. As per ISE Regulation published in the Turkish Official Gazette dated 19 February 2006 and numbered 22559, brokerage houses with permission for conducting trading on a specific market have to apply to ISE to be able to trade on other markets. In accordance with Article 4 of this regulation, only brokerage firms and banks, which are members of ISE, can trade on the stock market. However, as Turkish foreign exchange legislation requires non-resident investors to execute their trades in listed securities through a duly licensed brokerage firm or a bank, the exemption may be limited in scope as a practical matter.

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6.4 Share Price Development

The tables below set forth the high and low trading prices of the Shares on the VSE for the periods indicated: Period

in EUR

High Low

2006/2007 24.38 9.98

2007/2008 26.00 15.83

2008/2009 18.95 7.49

2009/2010 16.40 7.70 Period

in EUR

High Low

April 2010 15,98 15,14

May 2010 16,00 15,00

June 2010 19,75 15,00July 2010 19,25 18,12August 2010 19,00 17,94September 2010 19,50 17,79October 2010 26,48 19,50Source: Bloomberg DOC AV Equity GP

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7 Dividend Policy Holders of Shares are entitled to any dividends declared in respect of the Company’s financial year. The payment and amount of dividends on the Shares are subject to the approval of the shareholders at the annual shareholders’ meeting. The timing and amount of dividend payments, if any, will depend upon the Company’s future earnings and prospects, capital requirements and financial condition and such other factors as the Management Board and Supervisory Board of the Company consider relevant, as well as the approval of shareholders. There can be no assurance that any dividends will be paid. The Company’s ability to pay dividends is based on its unconsolidated financial statements prepared in accordance with Austrian GAAP. Dividends may only be paid from the annual net profits (Bilanzgewinn) recorded in the Company’s unconsolidated annual financial statements as approved by the Supervisory Board or by the shareholders’ meeting. In determining the amount available for distribution, the annual net income (Jahresüber-schuss) must be adjusted to account for any accumulated undistributed net profit or loss from previous years as well as for withdrawals from or allocations to reserves. Certain reserves must be established by law, and allocation to such reserves must therefore be deducted from annual net income in order to calculate annual net profits. The Company paid a dividend of each EUR 0.15 per share for FY 2007/2008 and FY 2008/2009; for the FY 2009/2010, a dividend of EUR 0.25 per share was paid. Past dividends are not an indication of future dividends to be paid by the Company. Where permitted, the Company intends to continue to distribute dividends of a similar payment ratio to its shareholders in the foreseeable future. However, the timing and amount of any future dividend payments (if any) will depend on the existing and future financial condition, results of operations, liquidity requirements, the outlook and other matters that the Management Board and the Supervisory Board may consider relevant from time to time, including, without limitation, capital expenditures, operating market conditions and equity market conditions, as well as tax, regulatory and other legal considerations, as well as shareholders’ resolutions. There can be no assurance that any dividends will be paid for FY 2010/2011 or in the following years or as to the level of any such dividends. Future dividends paid by the Company may be subject to deduction of Austrian and Turkish withholding tax, as described in Chapter 18 “Taxation”.

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8 Capitalization

The following table sets forth, as of 30 September 2010, the DO & CO Group’s conso-lidated capitalization (i) on an actual basis and (ii) as adjusted to reflect the Net Proceeds available to the Company from this Offering (calculated on the basis of the maximum Offer Price). The information has been derived from the DO & CO Group’s Audited Interim Consolidated Financial Statements, which have been prepared in accordance with IFRS. This table should be read in conjunction with Chapter 11 “Operating and Financial Review” and the Audited Consolidated Financial Statements. Indebtedness

in MEURactual amounts

(audited)

adjusted for Net

Proceeds

A. Cash 0.32 0.32

B. Cash equivalents (cash at banks) 56.98 98.61

C. Trading securities 0.00 0.00

D. Liquidity (A) + (B) + (C) 57.29 98.93

E. Current Financial Receivables 0.00 0.00

F. Current Bank debt 0.00 0.00

G. Current portion of non-current debt 0.00 0.00

H. Other current financial debt 0.00 0.00

I. Current Financial Debt (F) + (G) + (H) 0.00 0.00

J. Net Current Financial Indebtedness (I) - (E) - (D) -57.29 -98.93

K. Non current bank loans 0.00 0.00L. Bond Issued 0.00 0.00M. Other non current loans 0.00 0.00

N. Non current Financial Indebtedness (K) + (L) + (M) 0.00 0.00

O. Net Financial Indebtedness (J) + (N) -57.29 -98.93

Capitalization

in MEURactual amounts

(audited)

adjusted for Net

Proceeds

Guaranteed 0.00 0.00Secured 0.00 0.00Unguaranteed/ Unsecured 0.00 0.00Total Current debt 0.00 0.00

Guaranteed 0.00 0.00Secured 0.00 0.00Unguaranteed/ Unsecured 0.00 0.00

Total Non-Current debt (excluding current portion of long-term debt) 0.00 0.00

Share capital 15.59 19.49Capital Reserves 34.07 70.32Total Shareholders' equity 49.66 89.80

Total Capitalization 49.66 89.80

as of 30 September 2010

as of 30 September 2010

As of 30 September 2010, the Group`s equity ratio (including minorities and adjusted for designated dividend payments and carrying amount of goodwill) amounts to 45.4% of the balance sheet total and the Group´s long-term financial liabilities are zero. There has been no material adverse change in the Group’s financial position since 30 September 2010.

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9 Dilution

As of 30 September 2010, the Company’s net assets (excluding minorities) on a consolidated basis were EUR 82.91 million, or approximately EUR 10.84 per share, based on 7,795,200 Existing Shares with a calculated notional amount of the share capital of EUR 2.00 per Existing Share. Net assets (excluding minorities) are total assets less total liabilities less capital attributable to minority shareholders. Assuming the issue of the 1,948,800 Offered New Shares in this Offering at an Offer Price of EUR 21.90 per Offered New Share (i.e. the maximum Offer Price), the net assets of the Company as of 30 September 2010, would have been EUR 124.55 million or EUR 12.78 per Share (Offered Existing Shares and Offered New Shares) after deducting capital contribution tax, commissions and estimated expenses in connection with the Offering payable by the Company as well as the cost of acquisition of the Offered Treasury Shares. This represents an immediate increase of approximately EUR 1.94 or approximately 18% in the net assets per Share for existing shareholders who do not exercise their subscription rights, and an immediate dilution in net assets of approximately EUR 9.12 or 42% per Share to new investors purchasing Offered Shares in the Offering. Dilution per Share to new investors is determined by subtracting the net assets per Share after this Offering from the Offer Price paid by a new investor. Each investor should be aware that the above calculation is based on an Offer Price of EUR 21.90 per Offered New Share. The actual dilution based on the final Offer Price will be determined in accordance with the following formula: (final number of Offered New Shares issued) x (final Offer Price) - (amount of expenses in connection with the Offering payable by the Company).

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10 Selected Consolidated Financial Information and Operating Data The selected financial information presented below is derived from the DO & CO Group’s Audited Annual Consolidated Financial Statements as of and for the FY ending 31 March 2008, 2009 and 2010 and the DO & CO Group’s Audited Interim Consolidated Financial Statements as of and for the six months period ending 30 September 2010 which have been prepared in accordance with IFRS and are incorporated by reference into this Prospectus. Investors should read the following information in conjunction with these financial statements, as well as the Chapter 11 “Operating and Financial Review”. Income Statement audited

six months

ended

30 September

audited

six months

ended

30 September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Sales 222.72 184.47 352.74 387.78 354.62

Other operating income 2.44 4.64 9.91 15.08 11.63

Costs of materials and services -92.49 -73.43 -140.40 -164.72 -137.83

Personnel expenses -68.68 -61.24 -119.75 -133.94 -127.51

Other operating expenses -40.06 -35.29 -66.47 -75.36 -70.77

EBITDA 23.92 19.14 36.03 28.83 30.14


-8.70 -8.36 -17.04 -16.81 -15.48

Impairment of tangible and intangible fixed assets 0.00 0.00 -0.42 -3.41 0.00

Amortization of goodwill 0.00 0.00 0.00 0.00 0.00

EBIT - Operating result 15.22 10.78 18.57 8.61 14.66

Financial result 1.09 0.52 0.69 0.23 -0.39

Profit before taxes 16.31 11.30 19.26 8.83 14.27

Income tax -5.09 -3.59 -6.14 -3.49 -5.20

Profit for the Year 11.22 7.72 13.12 5.35 9.08

Minority interests -3.55 -2.24 -3.46 -3.26 -2.66

Consolidated result 7.67 5.47 9.66 2.08 6.41 Balance Sheet audited

30 September

audited

30 September

audited

31 March

audited

31 March

audited

31 Marchin MEUR 2010 2009 2010 2009 2008

ASSETS


Tangible assets 61.55 55.44 59.14 57.55 43.63


Fixed assets 86.93 84.43 86.14 87.82 84.07


Long-term assets 88.13 85.38 87.91 88.86 84.40

Inventories 12.39 11.77 10.33 11.24 8.11





Current assets 128.07 84.12 84.74 76.27 91.72

Deferred taxes 3.83 5.95 3.12 4.23 4.45

Total assets 220.03 175.45 175.77 169.36 180.57


30 September

audited

30 September

audited

31 March

audited

31 March

audited

31 Marchin MEUR 2010 2009 2010 2009 2008















65


six months

ended 30

September

audited

six months

ended 30

September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Cash-flow from result 24.59 19.22 36.98 28.57 30.30

Working Capital Changes 18.63 8.21 14.68 -1.26 -2.18

Other changes -2.57 -2.20 -5.81 -2.65 -1.24

Cash-flow from operating activities 40.65 25.23 45.85 24.66 26.88

Cash-flow from investing activities -9.46 -6.28 -14.39 -23.91 -7.99

Cash-flow from financing activities -3.47 -15.96 -17.66 -11.85 -16.72

Total cash-flow 27.72 2.99 13.81 -11.10 2.17

Cash and cash equivalents at the beginning of the year 29.17 15.13 15.13 26.07 25.75

Cash and cash equivalents at the end of the year 57.29 17.68 29.17 15.13 26.07 Development of shareholders' equity audited

six months

ended 30

September

audited

six months

ended 30

September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Shareholders' equity as of begin of period 93.34 80.67 80.67 77.84 73.69

Consolidated result in reporting period 7.67 5.47 9.66 2.08 6.41


Currency translation differences of subsidiaries 0.56 0.45 0.62 -0.90 -0.21

Other changes 0.37 -0.90 0.24 0.76 -2.47

Dividend payment -1.91 -1.16 -1.16 -1.17 -0.97

Equity transaction costs -0.40 0.00 0.00 0.00 0.00

Changes in own shares -0.27 -0.28 -1.06 -0.16 0.00

Shareholders' equity as of end of period 102.18 86.50 93.34 80.67 77.84

Key Figures of the DO & CO Group audited

six months

ended

30 September

2010

audited

six months

ended

30 September

2009

audited

FY

2009/2010

audited

FY

2008/2009

audited

FY

2007/2008

Sales in MEUR 222.72 184.47 352.74 387.78 354.62

Sales change to previous year in % 20.7 -20.7 -9.0 9.3 71.9

EBITDA in MEUR 23.92 19.14 36.03 28.83 30.14

EBITDA change to previous year in % 25.0 -7.6 25.0 -4.3 123.4

EBITDA margin in % 10.7 10.4 10.2 7.4 8.5

Adjusted EBITDA margin1 in % n.a n.a n.a 8.2 n.a

EBIT in MEUR 15.22 10.78 18.57 8.61 14.66

EBIT change to previous year in % 41.2 -11.5 115.7 -41.3 138.8

EBIT margin in % 6.8 5.8 5.3 2.2 4.1

Adjusted EBIT margin2 in % n.a n.a n.a 3.6 n.a

Result from ordinary business in MEUR 16.31 11.30 19.26 8.83 14.27

Consolidated result in MEUR 7.67 5.47 9.66 2.08 6.41

Operational cash-flow in MEUR 40.65 25.23 45.85 24.66 26.88

Depreciation/Amortization in MEUR -8.70 -8.36 -17.46 -20.22 -15.48

Employees (average) 3,794 3,623 3,542 3,835 3,774

Equity as of Balance Sheet in MEUR 102.18 86.50 93.34 80.67 77.84

Designated dividends in MEUR 0.00 0.00 1.95 1.17 1.17

Goodwill in MEUR 4.06 4.06 4.06 4.06 4.06

Equity adjusted for designated dividends & goodwill in MEUR 98.12 82.44 87.34 75.45 72.61

Equity ratio in % 45.4 48.1 50.9 45.6 41.1


2... During FY 2008/2009, the Group’s consolidated EBIT and EBIT margin was impacted by the two effects affecting the EBITDA and EBITDA margin described in footnote 1. In addition, the consolidated EBIT and EBIT margin was further affected by a EUR 3.41 million impairment for the airline catering contract with AUSTRIAN. When adjusted for all of these effects, the Group’s adjusted EBIT margin for FY 2008/2009 would have been 3.6%.

Selected segment and regional information SALES BY DIVISON audited

six months

ended

30 September

audited

six months

ended

30 September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Airline Catering 170.56 134.08 258.56 246.84 251.96International Event Catering 22.57 20.85 34.00 76.87 41.65Restaurants, Lounges & Hotel 29.58 29.54 60.19 64.06 61.02Group sales 222.72 184.47 352.74 387.78 354.62 EBIT BY DIVISON audited

six months

ended

30 September

audited

six months

ended

30 September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Airline Catering 11.86 7.83 13.19 1.81 9.25International Event Catering 1.92 1.75 2.99 4.38 3.04Restaurants, Lounges & Hotel 1.43 1.20 2.39 2.41 2.37EBIT 15.22 10.78 18.57 8.61 14.66

66


six months

ended

30 September

audited

six months

ended

30 September

FY FY FY

in MEUR 2010 2009 2009/20101 2008/20091 2007/20081

Austria 76.13 72.72 135.47 176.23 163.78Turkey 89.93 63.04 126.38 98.52 89.88Rest of world 56.66 48.71 90.90 113.03 100.96Group sales 222.72 184.47 352.74 387.78 354.62


67

11 Operating and Financial Review

The following discussion and analysis of the financial condition and results of operations of the DO & CO Group is based on, and should be read in conjunction with (i) the DO & CO Group’s Audited Annual Consolidated Financial Statements as of and for the years ending 31 March 2008, 2009 and 2010 and (ii) the DO & CO Group’s Audited Interim Consolidated Financial Statements for the six months period ending 30 September 2010, respectively, which have been prepared in accordance with IFRS. All financial information referred to in the following discussion and analysis is taken from these sources, unless otherwise indicated. This operating and financial review contains certain forward-looking statements that are based on assumptions about the DO & CO Group and its business. The Group’s actual performance, results and the timing of certain events may differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those set forth under Chapter 3 “Risk Factors”.

11.1 Key factors affecting the business of the DO & CO Group

The historical results of operations of the DO & CO Group discussed below may not be indicative of its future operating performance. The Group’s future results of operations will be affected by, among other things:

• developments in the airline industry in general • customer concentration • general economic conditions in Austria, Turkey, and other major economies in

Europe, North America and Asia • developments in the tourism industry in Austria and the Group’s other major markets • seasonal fluctuations • unforeseen events like terrorist attacks, natural catastrophes or political unrest • fluctuations in earnings due to the impact of major one-off contracts • foreign currency fluctuations and exchange rate effects • impact of at-cost-sales • workforce developments and increase in average wages • acquisitions, significant new contracts and opening of new units

The DO & CO Group’s financial condition and results of operations are affected by a range of factors. In the opinion of Management, the following factors have had, and will continue to have, a significant impact on the DO & CO Group`s financial condition and results of operations.

11.1.1 Developments in the airline industry in general

The Airline Catering division is the Group’s most significant division, accounting for 73.3% of the Group’s total sales during FY 2009/2010 and 76.6% during the six months ended 30 September 2010. Under the airline catering agreements with its customers, the DO & CO Group generally does not have any agreed minimum turnover and is thus directly impacted by a decline in revenues of these customers. The sales and operating performance of the Airline Catering division therefore depends to a significant degree on the performance of the airline industry in general. For a description of the current market environment in the airline industry, see Chapter 12 “Industry Overview”.

11.1.2 Customer concentration During FY 2009/2010, sales generated with the Group’s six major airline customers, namely THY, AUSTRIAN, NIKI, EMIRATES, ETIHAD and BRITISH AIRWAYS, accounted

68

for approximately 60% of total consolidated sales, whereby AUSTRIAN and THY have historically been and continue to be by far the most significant customers. The Group’s financial condition and results of operation are thus particularly dependent on the passenger volumes of these key customers. During FY 2008/2009, the Group’s results were significantly influenced by the difficult market environment and resulting effects on certain of its customers, in particular its key customer AUSTRIAN. In response to the crisis, AUSTRIAN undertook a number of cost cutting measures, including with respect to its catering offer to passengers. As a result, the DO & CO Group had to reduce its workforce, leading to one-time costs in an amount of EUR 1.33 million during FY 2008/2009. In addition, the catering contract with AUSTRIAN, which had been capitalized in the course of the DO & CO Group’s acquisition of Airest (now SKY GOURMET) in 2007, was made subject to an impairment test and written down by EUR 3.41 million in FY 2008/2009.

11.1.3 General economic conditions in Austria, Turkey, and other major economies in Europe, North America and Asia The hospitality sector in general as well as the airline catering market in particular are significantly affected by changes in the general economic conditions in Austria, Germany, Great Britain and other major economies in Europe, Turkey and other countries of that region, North America and Asia. For a description of the general market environment, see Chapter 12 “Industry Overview”.

11.1.4 Developments in the tourism industry in Austria and the Group’s other major markets

Especially in its third division, Restaurants, Lounges & Hotel, the DO & CO Group is particularly affected by the development of the tourism industry in the various geographic markets in which it is active. While during the periods under review, Austria used to be the most important market for this business, the Group is currently in the planning stage with respect to a flagship hotel and restaurant facility in Istanbul, Turkey, so that developments in the Turkish tourism industry will likely have a significant impact on the Group’s business in this division going forward.

11.1.5 Seasonal fluctuations

Both the airline and the airline catering industry are subject to seasonal fluctuations, which lead to volatility in quarterly results. Historically, the DO & CO Group has generated a higher portion of its revenue during the summer season of each year, as demand from airlines served by the Group is higher during this period. Also the demand for event catering has been more than average during the summer season in most of the recent FY. As a result of this seasonality of demand, operating results have varied and are expected to continue to vary significantly from quarter to quarter within the FY, with lower operating results typically being generated in the third and fourth quarters of the FY.

11.1.6 Unforeseen events like terrorist attacks, natural catastrophes or political unrest

Because of its global operations, the DO & CO Group is exposed to widely varying risks such as terrorist attacks, natural catastrophes or political unrest. Under the airline catering agreements, the DO & CO Group’s customers generally have the right to cancel orders within hours prior to the scheduled flights without any compensation to be paid to the DO & CO Group. The DO & CO Group’s results of operation are thus directly and immediately affected by any such unforeseen events. For example, the volcanic ash cloud in April 2010, led to substantial disruptions in air traffic for several days.

11.1.7 Fluctuations in earnings due to the impact of major one-off contracts The results in the International Event Catering division are significantly impacted by single high volume events, such as the European Soccer Championships. During FY 2008/2009, catering for the EURO 2008 contributed 57.0% of the International Event Catering

69

division’s total sales or 11.3% of total consolidated sales. If such an event causes a significant revenue contribution in one year and no similar sized contract can be obtained the following year or no event of comparable size takes place (as was the case during FY 2009/2010), revenues and operating results have varied and are expected to continue to vary from year to year.

11.1.8 Foreign currency fluctuations and exchange rate effects

Changes in exchange rates of foreign currencies to the Euro may impact the Group´s results, cash flows and financial position in various ways, in particular:

• The Group generates sales primarily in Euro, Turkish Lira, US Dollar and British

Pound, whereas a majority of the costs are incurred in the same currency. However, in particular in Turkey a portion of the sales in Turkey are invoiced in Euro and US Dollar while the corresponding costs are incurred in local currency, thereby exposing the Group to the corresponding currency exchange risks.

• Also financing, investing and similar activities are or can be carried out in other

currencies than Euro. Changes in the exchange rates of these currencies, in which these transactions are carried out to the Euro, can therefore impact the Group`s results, cash flows and financial position.

• In addition, the DO & CO Group is exposed to currency conversion risks in connection

with the preparation of the Group’s consolidated financial statements, which are stated in Euro, but include financial statements of group companies that prepare their financial statements in currencies other than the Euro.

• Generally, a change of exchange rates of foreign currencies to the Euro can lead to

significant changes in market conditions which impact the Group`s results, cash flows and financial position.

The following table shows Euro exchange rates for the major non-Euro currencies which were used in preparing the Group’s consolidated Statement of Financial Position, together with the average values used in preparing the Group’s consolidated Income Statement for the periods indicated:

Currency

Reporting

Date Rate

Cum.

Average

Rate

Reporting

Date Rate

Cum.

Average

Rate

Reporting

Date Rate

Cum.

Average

Rate

Reporting

Date Rate

Cum.

Average

Rate

Reporting

Date Rate

Cum.

Average

Rate1 US Dollar 0,732708 0,777906 0,682920 0,710173 0,741895 0,707613 0,751428 0,712652 0,632431 0,699709

1 British Pound 1,162858 1,187289 1,099747 1,140283 1,123848 1,131805 1,074345 1,200718 1,256597 1,409237

1 Turkish Lira ( formerly: New Turkish Lira) 0,504898 0,511127 0,460109 0,466741 0,487520 0,466356 0,450207 0,506490 0,483676 0,561219

1 Swiss Franc 0,752615 0,736182 0,663218 0,659206 0,700476 0,668309 0,659979 0,644018 0,635405 0,610639 Source: European Central Bank- http://www.ecb.int/home/html/index.en.html, subpage "Statistics - Exchange rates"

six months ended

30 September 2009

six months ended

30 September 2010FY 2007/2008FY 2009/2010 FY 2008/2009

The reference rates are based on the regular daily concentration procedure between central banks within and outside the European System of Central Banks, which normally takes place at 2.15 p.m. CET.

11.1.9 Impact of at-cost-sales

In the course of large events, for example the EURO 2008 in Austria and Switzerland, the DO & CO Group may sometimes provide services at-cost to its customers. At-cost sales mean that the Group provides services to its customers without adding any margin to the costs invoiced to the DO & CO Group by its suppliers. The costs for these services are mostly reflected in costs of materials and services. At-cost sales include for example sales generated through providing “infrastructure” (tents etc.). The at-cost sales generated during the EURO 2008 had a significant impact on the Group’s results in FY 2008/2009, leading to significantly higher revenues while at the same time reducing

70

overall margins. Management expects that similar large-scale events will occur in the future where the Group will book significant at-cost sales, which can have a material impact on the key financial data of the DO & CO Group.

11.1.10 Workforce developments and increases in average wages Personnel costs account for approximately one third of total sales and consequently represent an important cost factor for the DO & CO Group. Efficiency gains through work-force reductions can therefore have a significant positive impact on the DO & CO Group’s results. On the other hand, an increase in average wages could have a significant negative impact on the Group`s financial position and results of operations.

11.1.11 Acquisitions, significant new contracts and opening of new units

As part of its business strategy, the DO & CO Group not only seeks to grow organically, but continuously explores opportunities to grow through acquisitions. Any such acquisition could have a material effect on the Group’s financial position and results of operations.

11.2 Risk management

The DO & CO Group is exposed to widely varying risks (see Chapter 3 “Risk Factors”). With respect to certain of the major risk categories, the Group has implemented risk management. Management views risk management as a crucial instrument for guiding the company.

The risk management system is based on standardized, group-wide planning and control processes and on intercompany guidelines and reporting systems that adhere to the principles of risk management and the risk structures according to COSO, the Committee of Sponsoring Organizations of the Tradeway Commission (an independent private business organization sponsored by the five largest financial reporting associations). Coordinated by a corporate risk manager, risk management is considered a core management task and an integral part of all business processes. Management therefore identifies risks more quickly. Reporting is done on an ongoing basis, so all managers and decision-makers are personally involved in risk management. Identified risks are grouped into risk categories and assigned by the corporate risk manager to the managers responsible for the given area for further action. Strategies for coping with the identified risks are then devised and subsequently pursued on site by local management. The aim of these actions is to reduce possible damage from risks and minimize the probability of them occurring. Diversification plays a significant role in this process. The Group conducts business worldwide in three divisions, thus alleviating specific threats in individual markets. In other words, the business model of DO & CO has additional mechanisms to compensate for risks. Risk management efforts are supported by a multitude of regulations and activities, including those of the central administration, controlling, legal, compliance and internal auditing. The following categories of risks are monitored by the Company`s risk management on an ongoing basis:

11.2.1 Trends specific to the airline industry The key account managers in the Airline Catering division are in constant contact with airline clients, so Management can react quickly to any changes in their economic situation and promptly counter negative effects of the airline industry on the DO & CO Group. The Group participates in tenders worldwide with respect to airlines that fit the Group strategy,

71

i.e. airlines in fast-growing markets such as Turkey and the Middle East. The new customers it gains in the process help diversify risk.

11.2.2 Terrorism and political unrest

Management constantly monitors the political situation in the markets in which it is active, in order to be prepared to take appropriate action where required.

11.2.3 Economic developments

The DO & CO Group has diversified its locations by region in seven different countries and by sector in three different market segments. Through prompt reporting of business results, including analysis and forecasts on current operating business in each reporting entity (e.g. the group companies are divided into units comparable to profit centers for internal reporting purposes), capacity can be adjusted on short notice.

11.2.4 Hygiene

To ensure that the food it produces complies with its high hygienic standards, the DO & CO Group carries out risk analyses in all business areas as part of the ongoing development of its HACCP System (Hazard Analysis and Critical Control Points). It has implemented group-wide hygienic guidelines to control and minimize risks based on these analyses. An internationally active quality control team constantly monitors the effectiveness of these actions and further develops them in accordance with the latest international findings.

11.2.5 Personnel

The employees are the most crucial factor in the DO & CO Group’s success. The future development of the DO & CO Group therefore depends on how effective it is in hiring and integrating highly skilled and motivated employees and in forging lasting bonds of loyalty between them and the Group. Professional training and consistent personnel development are central tools for achieving this goal.

11.2.6 Legal and compliance

The Group has set up a central legal department to oversee compliance with the various national and international laws and regulations the Group is subject to. Specific insurance policies are taken out throughout the Group as the main means of minimizing liability risks from damage that has proven unpreventable despite damage avoidance efforts.

11.2.7 Foreign currency management

To address foreign currency risk, closed positions are set up as a hedge by trying to offset proceeds in a given foreign currency against expenses in that same currency with the same maturity. The Group also aims at reducing foreign currency exposure through appropriate contractual agreements with its customers and suppliers. If needed, financial instruments and derivatives are employed to control currency risks. No derivatives were in use as of 30 September 2010.

11.2.8 Liquidity management

In addition, all Austrian DO & CO subsidiaries are integrated in a single cash-pooling system so that liquidity can be controlled centrally. As part of its risk management, Management aims at detecting any deviations from financial plans immediately, on the basis of regular and prompt financial reporting, so that counter-measures can be initiated quickly.

72

11.2.9 Customer defaults

Management closely monitors outstanding debts as part of its receivables management. The outstanding items of all legal entities are reported weekly, meaning that the Group monitors customer default risks promptly and is able to respond quickly if the situation changes. Management also takes proactive steps to control the risk of default associated with major customers by requesting collateral from customers. The DO & CO Group does not avail itself of credit insurance. Investments are made only at banks with first-class ratings. No material default risks are expected from the other original financial instruments.

11.2.10 Interest rate management

Financing is done at usual market conditions, with maturities always matching those of the financed projects. The effects of a change in interest rates are monitored in sensitivity analyses conducted quarterly. The Group does not currently face any material risk from interest rate fluctuations.

11.2.11 Critical accounting and valuation policies In the preparation of its Consolidated Financial Statements in accordance with IFRS, the DO & CO Group applies certain accounting policies that, in the opinion of Management, are important to the portrayal of the Group’s financial condition and results of operations, as well as accounting polices that, as a result of the need to make estimates and assumptions about matters that are inherently uncertain, require Management to make difficult, subjective or complex judgments. Because of the inherent uncertainty in these estimates and assumptions, materially different amounts could be reported under different conditions or using different assumptions. As a result, changes in underlying assumptions and estimates from period to period can have a material impact on the reported financial condition and results of operation of the DO & CO Group. For a further discussion of these and additional accounting policies, see the notes to the Group’s Audited Consolidated Financial Statements incorporated by reference into this Prospectus.

Non-current assets

As of 30 September 2010, the DO & CO Group had EUR 86.93 million of non-current assets. In accounting for non-current assets with an unspecified useful life, Management must make estimates about the expected useful lives of the assets, the expected residual values of the assets and the potential for impairment based on the fair value of the assets and the expected cash flows they generate. Management calculates non-current assets at acquisition or production costs less amortization and depreciation charges based on the Group’s accounting principles.

Depreciation

The depreciation period is based on the estimated useful life of the asset.

Impairment

Assets showing signs of diminished value and present values of future payment surpluses under the book values were written down in accordance with IAS 36 (Impairment of Assets) to a value obtainable if they were sold singly or to the liquidation value. In accordance with IFRS 3 (Business Combinations), goodwill arising from acquisitions is not subject to scheduled amortization but only to an annual impairment test on its value

73

and written down only in the case of an unscheduled reduction in value. Declines in goodwill were recorded to the extent that their acquisition costs were reduced or written off in full through the capitalization of other identifiable assets, particularly deferred tax claims realizable at a later date.

Standard values

Non-current assets include standard values for tableware, cutlery, table linen and containers. The standard values were carried under assets at the companies producing sales in the Restaurants, Lounges & Hotel division.

Lease financing

Under IAS 17 (Accounting for Leases), ownership is attributed to the lessee if the lessee bears substantially all risks and rewards connected incident to ownership. If it is determi-ned that ownership lies with the DO & CO Group and the lease is classified as a finance lease, it is capitalized, effective from inception of the lease agreement, at the present value of the future lease payments including, if appropriate, any incidental costs borne by the lessee. Both the depreciation charge and the estimated useful life correspond with those of comparable assets purchased.

Inventories

Inventories include raw materials, supplies and related goods and are valued at cost. As of the balance sheet date, inventories are valued at the lower of cost or net realizable value minus any other costs accrued. Net realizable value is determined by the net selling price of the final product.

Provision for pensions, severance payments and anniversary bonuses

According to specific pension commitments with senior employees of SKY GOURMET, the Group provides for pension plans. Employees in Austrian subsidiaries whose employment started before 1 January 2003, and lasted for three years without interruption are entitled to a statutory severance payment in the event of termination of their employment by the employer or resignation for an impor-tant reason. The amount of severance payment depends on the annual salary at the time of termination and the length of service. For employees who joined the Company on or after 1 January 2003, a new system of severance payment applies pursuant to which the Company has to pay contributions of 1.53% of the employees’ gross monthly salary into an employee severance fund. For this reason, no provisions are made with respect to these employees. Under Turkish labour law, Turkish companies are required to pay termination benefits to each employee who has completed at least one year of service and whose employment is terminated without due cause, or who is called up for military service, dies or retires after completing 25 years of service (20 years for women) and achieves the retirement age (58 for women and 60 for men). The amount payable consists of one month`s salary limited to a maximum of TRY 2,517.01 (approximately EUR 1,266.61) for each year of service as of 31 March 2010. The liability is not funded, as there is no funding requirement. Actuarial gains and losses were immediately offset in the year of occurrence in a manner affecting profit and loss owing to their immaterial influence on earnings. Benefit-based termination pay obligations of foreign companies were provided for in accordance with comparable methods unless contribution-based provision systems were involved.

Tax, other provisions and contingencies

Tax and other provisions are recorded to the extent that an obligation exists to third parties, that future payments are probable and that the provisions can be reliably measured. Should none of these criteria be applicable, the correspondent obligations are reported

74

under contingencies. Provisions payable after more than one year are recorded at the net present value. The requirement and valuation of the provisions are re-examined at the balance sheet date each year. Provisions in foreign currencies are translated at the closing rate. Liabilities

Liabilities arising from finance lease agreements are valued at the present value of future lease payments in force at the conclusion of the agreement. All other liabilities are valued at the purchase cost recognizing the effective interest method. Liabilities in foreign currencies are translated at the mid-market rate on the balance sheet date.

Deferred taxes

Deferred taxes are calculated in accordance with IAS 12 (Income Taxes) subject to the ‘Full Liability Method’. According to IAS 12 (Income Taxes), deferred tax is calculated on temporary timing differences between the tax value and the IFRS book value of the assets and debts. A deferred tax asset has been capitalized for tax losses only to the extent that these will be utilized in the foreseeable future. The calculation of the tax deferral is based upon the standard rate of income tax in the country at the time of the expected reversal of the value difference.

11.3 Comparison of the six months periods ending 30 September 2010 and 30 September 2009

11.3.1 Income statement for the Group (consolidated results) Income Statement audited

six months

ended

30 September

audited

six months

ended

30 September

in MEUR 2010 2009 absolute in %

Sales 222.72 184.47 38.25 20.7

Other operating income 2.44 4.64 -2.20 -47.5

Costs of materials and services -92.49 -73.43 -19.05 -25.9

Personnel expenses -68.68 -61.24 -7.44 -12.2

Other operating expenses -40.06 -35.29 -4.77 -13.5

EBITDA 23.92 19.14 4.78 25.0


-8.70 -8.36 -0.34 -4.1

Impairment of tangible and intangible fixed assets 0.00 0.00 0.00 0.0

EBIT - Operating result 15.22 10.78 4.44 41.2

Financial result 1.09 0.52 0.56 107.7

Profit before taxes 16.31 11.30 5.00 44.3

Income tax -5.09 -3.59 -1.50 -41.9

Profit for the Year 11.22 7.72 3.50 45.4

Minority interests -3.55 -2.24 -1.31 -58.3

Consolidated result 7.67 5.47 2.19 40.1

Change

Sales

In the first six months of FY 2010/2011, the DO & CO Group recorded sales of EUR 222.72 million. This substantial increase of EUR 38.25 million compared to the first six months of FY 2009/2010 was due to an increase in sales in Airline Catering, mainly driven by an increase in sales at its international locations, in particular Turkey. The following tables provide a breakdown of sales by division and region during the relevant periods.

75

SALES BY DIVISON audited audited

six months

ended

30 September

six months

ended

30 Septemberin MEUR 2010 2009 absolute in %

Airline Catering 170.56 134.08 36.49 27.2

International Event Catering 22.57 20.85 1.72 8.2

Restaurants, Lounges & Hotel 29.58 29.54 0.04 0.1

Group sales 222.72 184.47 38.25 20.7

Change


six months

ended

30 September

audited

six months

ended

30 September


Austria 76.13 72.72 3.41 4.7

Turkey 89.93 63.04 26.89 42.7

Rest of world 56.66 48.71 7.95 16.3

Group sales 222.72 184.47 38.25 20.7

Change

Costs of materials and services Costs of materials and services as a proportion to sales increased to 41.5% from 39.8% in the first six months of FY 2009/2010. In absolute figures, this increase made up EUR 19.05 million (25.9%) at a sales growth rate of 20.7%. The increase as a percentage of sales is attributable to an increase of the business in countries in which the costs of materials and services are above the Group’s average, in particular Turkey. Personnel expenses In absolute figures, personnel expenses rose from EUR 61.24 million in the first six months of FY 2009/2010 to EUR 68.68 million in the first six months of FY 2010/2011. As a percentage of sales, however, personnel expenses were reduced from 33.2% in the first six months of FY 2009/2010 to 30.8% in the first six months of FY 2010/2011. The increase in absolute figures is due to an increase in the business of the Airline Catering division while the decrease as a percentage of sales is attributable to an increase of the business in countries in which personnel costs are below the Group’s average, in particular Turkey. Other operating expenses Other Operating Expenses audited

six months

ended

30 September

audited

six months

ended

30 September


Taxes other than those included under income tax 0.73 0.56 0.17 30.6

Rentals, leases and operating costs (incl. airport fees and charges) 22.17 19.76 2.41 12.2

Travel and communication expenses 3.88 2.77 1.10 39.8

Transport, vehicle expenses and maintenance 5.13 4.32 0.81 18.7

Insurance 0.45 0.45 0.00 0.5

Legal, auditing and consulting expenses 1.29 1.73 -0.44 -25.4

Advertising expenses 0.44 0.34 0.09 27.3

Other personnel costs 0.33 0.16 0.17 102.1

Rest of other operating expenses 1.97 2.52 -0.55 -21.7

Value adjustments, losses on bad debts and other losses 0.84 0.30 0.54 183.3

Exchange rate differences 1.57 1.48 0.08 5.7

Accounting losses from the disposal of fixed assets 0.05 0.04 0.01 35.1

Other administrative expenses 1.23 0.87 0.36 41.2

Total 40.06 35.29 4.77 13.5

Change

Other operating expenses increased by EUR 4.77 million or 13.5% in comparison to the first six months of FY 2009/2010, but decreased as a percentage of sales from 19.1% to 18.0%. The absolute increase in other operating expenses resulted mainly from an increase in sales-dependent airport fees.

76

EBITDA EBITDA for the DO & CO Group was EUR 23.92 million, an increase of EUR 4.78 million over the figure compared to the first six months of FY 2009/2010. The EBITDA margin rose to 10.7% in the first six months of FY 2010/2011 compared to 10.4% in the first six months of FY 2009/2010. Depreciation and amortization Depreciation and amortization slightly increased from EUR 8.36 million in the first six months of FY 2009/2010 to EUR 8.70 million in year-on-year terms. EBIT Consolidated earnings before interest and taxes (EBIT) for the DO & CO Group amounted to EUR 15.22 million for the first six months of FY 2010/2011, a figure EUR 4.44 million higher than in the first six months of FY 2009/2010. The EBIT margin increased from 5.8% in the first six months of FY 2009/2010 to 6.8% in the first six months of FY 2010/2011. Financial result Financial result for the first six months of FY 2010/2011 was EUR 1.09 million, compared to EUR 0.52 million for the first six months of FY 2009/2010. This improvement was mainly due to decreased interest payments in connection with the decreased outstanding debt balance and an increase in interest income generated by the increased level of cash. Taxes This item contains income tax paid or owed by DO & CO and its subsidiaries and the provisions for deferred taxes. The effective tax burden on the DO & CO Group, defined as the proportion of total tax expenses to profit before tax, amounted to 31.2% in the first six months of FY 2010/2011 in comparison to 31.7% in the first six months of FY 2009/2010. Minority interests Minority interests in the annual profit of fully consolidated companies with minority interests amounted to EUR -3.55 million compared to EUR -2.24 million in the first six months of FY 2009/2010. Minority interests primarily reflect the 50% ownership interest in the DO & CO Group’s fully consolidated subsidiary TURKISH DO & CO held by THY. Consolidated result For the first six months of FY 2010/2011, the Group achieved a consolidated result of EUR 7.67 million, an increase of EUR 2.19 million compared to the first six months of FY 2009/2010. Earnings per share were thus EUR 1.00.

77

11.3.2 Airline Catering division AIRLINE CATERING audited audited

six months

ended

30 September

six months

ended

30 September


Sales 170.56 134.08 36.49 27.2

EBITDA 19.19 14.79 4.40 29.7

Depreciation/amortization -7.32 -6.97 -0.36 -5.2

EBIT 11.86 7.83 4.04 51.6

EBITDA margin 11.3% 11.1%

EBIT margin 7.0% 5.8%

Share in consolidated sales 76.6% 72.7%

Change

Sales

Sales at Airline Catering increased to EUR 170.56 million, corresponding to a significant increase of EUR 36.49 million (or 27.2%) from EUR 134.08 million in the first six months of FY 2009/2010. As a result, the division’s contribution to the consolidated sales of the Group increased from 72.7% in the first six months of FY 2009/2010 to 76.6% in the first six months of FY 2010/2011. The increase in sales was achieved despite a still difficult market environment and resulted mostly from the Group’s international locations, especially Turkey. On the Austrian market, sales in the first six months of FY 2010/2011 were higher than in the first six months of FY 2009/2010. Sales to AUSTRIAN remained stable, whereas sales to NIKI increased as a result of the airline’s extension of flight routes. Sales to third-party customers showed a decrease over the first six months of FY 2009/2010.

As to Turkey, the division gained considerable ground both with third-party customers and with its key customer THY. The latter is due to a drive by THY to expand its fleet as well as to a rise in return catering on short-haul flights. An additional factor was the expansion of services rendered for THY: DO & CO is not just handling global equipment and beverage management for its client but has also set up a modern training centre for the cabin crews of THY. Moreover, DO & CO’s flying chefs have been employed since the start of the FY 2010/2011, catering first and business class passengers on long-haul flights of THY (see Chapter 13.3 “Business – Strategy - Further strengthening the Group’s image as a leading innovative premium brand business”). Further factors that contributed to the positive performance were the general upswing and reinvigorated consumption in Turkey. Most international locations recorded increased sales. The acquisition of many new customers more than compensated for the negative effects of the Icelandic ash cloud in April 2010. The figures for London/Heathrow include CHINA AIRLINES and CYPRUS AIRWAYS as new customers for the first full six months of FY 2010/2011 and EMIRATES since July 2010, and DO & CO ITALY greatly outperformed its previous FY’s figures largely because of its new customers CATHAY PACIFIC and SINGAPORE. At the Group’s German locations, OMAN AIR contributed to the growing sales figures at Frankfurt while OMAN AIR and QATAR contributed to the growing sales figures at Munich. At New York/JFK the increase in sales with THY, CATHAY PACIFIC, SOUTH AFRICAN and ROYAL AIR MAROC over compensated for the loss of ETIHAD. EBITDA / EBIT EBITDA and EBIT showed a considerable improvement over the results of the previous FY’s first six months: at EUR 19.19 million, EBITDA increased by EUR 4.40 million (29.7%), and EBIT increased from EUR 7.83 million to EUR 11.86 million (51.6%). The EBIT margin increased to 7.0% from 5.8% in the first six months of FY 2009/2010.

78

11.3.3 International Event Catering division

INTERNATIONAL EVENT CATERING audited audited

six months

ended

30 September

six months

ended

30 September


Sales 22.57 20.85 1.72 8.2

EBITDA 2.43 2.12 0.31 14.8


EBIT 1.92 1.75 0.18 10.1




Change

Sales The International Event Catering division recorded an increase in the first six months of FY 2010/2011 from EUR 20.85 million to EUR 22.57 million. The division contributed 10.1% to the Group’s sales.

In Austria, the DO & CO Group catered for a number of events during the first six months of FY 2010/2011, including stadium catering for the football club Red Bull Salzburg and the grand slam beach volleyball tournament in Klagenfurt. In addition, DO & CO’s catering activities during the first six months of FY 2010/2011 included political meetings, gala events hosted by international organisations, summer parties by private businesses and numerous private wedding receptions. Internationally, the tennis tournament of the ATP Tennis Masters Series in Madrid was a special highlight in the first six months of FY 2010/2011 with more than 35,000 VIP guests. In addition, DO & CO also catered at the UEFA Champions League final for 2010 in Madrid with over 5,000 VIP guests and the 2010 FIBA basketball world championship finals in Istanbul with 1,500 guests. The following table provides a breakdown of sales by type of event during the relevant periods: SALES

International Event Catering

six months

ended

30 September

six months

ended

30 September


Major Events (unaudited)1 13.73 14.02 -0.29 -2.1

EURO (unaudited)1 0.00 0.00Other Corp. & Priv. Events (unaudited)1 8.85 6.84 2.01 29.4Sales Division (audited) 22.57 20.85 1.72 8.2

Change

1… source: Company`s internal accounting records EBITDA / EBIT EBITDA in International Event Catering in the first six months of FY 2010/2011 amounted to EUR 2.43 million, above the previous FY’s first six months figure (EUR 2.12 million). The EBITDA margin increased from 10.2% in the first six months of FY 2009/2010 to 10.8% in the first six months of FY 2010/2011. EBIT increased from EUR 1.75 million in the first six months of FY2009/2010 to EUR 1.92 million in the first six months of FY 2010/2011. At 8.5%, the EBIT margin remained at the level of the previous FY’s first six months.

79

11.3.4 Restaurants, Lounges & Hotel division RESTAURANTS, LOUNGES & HOTEL audited audited

six months

ended

30 September

six months

ended


Sales 29.58 29.54 0.04 0.1

EBITDA 2.30 2.22 0.07 3.3

Depreciation/amortization -0.87 -1.02 0.15 15.0

EBIT 1.43 1.20 0.23 18.8

EBITDA margin 7.8% 7.5%EBIT margin 4.8% 4.1%Share in consolidated sales 13.3% 16.0%

Change

Sales Sales in the Restaurants, Lounges & Hotel division amounted to EUR 29.58 million and thus remained stable compared to the first six months of FY 2009/2010 (EUR 29.54 million). The division’s share of the Group’s consolidated sales made up 13.3%.

Business continued to grow at classic DO & CO restaurant locations such as DO & CO STEPHANSPLATZ and DO & CO ALBERTINA. Sales were also satisfactory at DO & CO PLATINUM and DO & CO MUSEUM. Reductions in sales were reported at the BMW World in Munich and at DO & CO BADEN. The Group’s location at the Swarovski Kristallwelten was closed down in FY 2009/2010 and is thus no longer included in the first six months of FY 2010/2011. Lounge performance varied in the first six months of FY 2010/2011: the lounges operated for LUFTHANSA and EMIRATES in Frankfurt and New York/JFK recorded a substantial increase in passenger numbers while figures for the lounges operated in Vienna were slightly down. The first six months of FY 2010/2011 also marked the opening of the first THY lounge at Adana/Sakir Paşa airport. The sales at the Demel café in Vienna and Salzburg showed a considerable increase. At the DO & CO hotel in Vienna, capacity utilisation and sales were higher than in the first six months of FY 2009/2010. The following table provides a breakdown of sales by type of activity during the relevant periods: SALES

Restaurants, Lounges & Hotel

six months

ended

30 September

six months

ended


Restaurants (unaudited)1 12.29 13.14 -0.86 -6.5

Lounges (unaudited)1 6.54 6.40 0.14 2.2

Demel (unaudited)1 5.28 4.92 0.37 7.4

Staff Restaurants (unaudited)1 3.89 3.65 0.24 6.6

Hotel (unaudited)1 1.58 1.43 0.15 10.7Sales Division (audited) 29.58 29.54 0.04 0.1

1… source: Company`s internal accounting records

Change

EBITDA / EBIT At EUR 2.30 million, EBITDA was at the same level as in the first six months of FY 2009/2010, whereas EBIT (EUR 1.43 million) was just above the figure for the first six months of FY 2009/2010. Both the EBITDA margin and the EBIT margin increased to 7.8% (PY’s first six months: 7.5%) and 4.8% (PY’s first six months: 4.1%) respectively.

80

11.4 Comparison of financial years ending 31 March 2010 and 31 March 2009

11.4.1 Income statement for the Group (consolidated results) Income Statement audited audited

in MEUR FY 2009/2010 FY 2008/2009 absolute in %

Sales 352.74 387.78 -35.03 -9.0

Other operating income 9.91 15.08 -5.18 -34.3

Costs of materials and services -140.40 -164.72 24.32 14.8

Personnel expenses -119.75 -133.94 14.19 10.6

Other operating expenses -66.47 -75.36 8.89 11.8

EBITDA 36.03 28.83 7.20 25.0


-17.04 -16.81 -0.23 -1.4

Impairment of tangible and intangible fixed assets -0.42 -3.41 2.99 87.7

EBIT - Operating result 18.57 8.61 9.96 115.7

Financial result 0.69 0.23 0.46 203.8

Profit before taxes 19.26 8.83 10.42 118.0

Income tax -6.14 -3.49 -2.65 -76.0

Profit for the Year 13.12 5.35 7.77 145.4


Consolidated result 9.66 2.08 7.57 363.5

Change

Sales The DO & CO Group recorded sales of EUR 352.74 million in FY 2009/2010, compared to EUR 387.78 million the prior FY, representing a decline in sales of EUR 35.03 million, or 9.0%. This reduction mainly reflects the sales generated through the EURO 2008 in the first quarter of FY 2008/2009. In terms of regional split, sales generated in Austria declined significantly by EUR 40.76 million, reflecting the EURO 2008 sales in FY 2008/2009, as well as reduced sales with AUSTRIAN. On the other hand, sales generated in Turkey increased significantly by EUR 27.85 million, reflecting increased sales with THY and other airlines in Turkey. The following tables provide a breakdown of sales by division and region during the relevant periods.

SALES BY DIVISON audited audited


Airline Catering 258.56 246.84 11.71 4.7

International Event Catering 34.00 76.87 -42.88 -55.8

Restaurants, Lounges & Hotel 60.19 64.06 -3.87 -6.0

Group sales 352.74 387.78 -35.03 -9.0

Change

SALES BY REGION


Austria 135.47 176.23 -40.76 -23.1

Turkey 126.38 98.52 27.85 28.3

Rest of world 90.90 113.03 -22.12 -19.6

Group sales 352.74 387.78 -35.03 -9.0


Change

81

Costs of materials and services

Costs of materials and services decreased in relation to sales from 42.5% in FY 2008/2009 to 39.8% in FY 2009/2010, due mainly to the at-cost sales generated at the EURO 2008 in FY 2008/2009. In absolute terms, the costs of materials declined by EUR 24.32 million (14.8%) while sales fell by 9.0%. At-cost sales mean that services were provided without adding any margins to the costs invoiced to the Group by its suppliers. The costs for these services are mostly reflected in costs of materials and services. At-cost sales include for example sales generated through providing “infrastructure” (tents etc.).

Personnel expenses

Personnel expenses of the DO & CO Group fell from EUR 133.94 million in FY 2008/2009 to EUR 119.75 million in FY 2009/2010. This decrease is attributable to a decrease in the average number of employees from 3,835 during FY 2008/2009 to 3,542 during the FY 2009/2010. This reduction in workforce primarily reflects the group-wide adjustments to personnel in response to the general economic situation, as well as the increased workforce during the EURO 2008 in FY 2008/2009. Personnel expenses have also fallen in relation to sales from 34.5% in FY 2008/2009 to 33.9% in FY 2009/2010. This effect becomes even more apparent when the at-cost sales are deducted from the total sales figure for the FY 2008/2009. The revised ratio of personnel expenses to sales improved from 36.5% to 33.9%.

Other operating expenses

Other Operating Expenses audited audited


Taxes other than those included under income tax 1.00 1.31 -0.31 -23.5


Travel and communication expenses 5.32 7.06 -1.74 -24.7

Transport, vehicle expenses and maintenance 8.35 9.13 -0.77 -8.5

Insurance 0.89 0.99 -0.10 -9.9

Legal, auditing and consulting expenses 3.00 2.76 0.24 8.7

Advertising expenses 0.59 0.71 -0.11 -15.8

Other personnel costs 0.36 0.54 -0.18 -33.7

Rest of other operating expenses 2.76 2.31 0.45 19.7


Exchange rate differences 2.19 8.61 -6.42 -74.6

Accounting losses from the disposal of fixed assets 0.47 0.28 0.20 70.5

Other administrative expenses 1.84 2.52 -0.69 -27.2

Total 66.47 75.36 -8.89 -11.8

Change

Other operating expenses fell by EUR 8.89 million or 11.8%. This reduction was mainly driven by a EUR 6.42 million reduction in foreign exchange rate losses, as well as a moderate decline in other expense items caused largely by the decline in sales.

82

EBITDA GROUP audited audited


Sales 352.74 387.78 -35.03 -9.0

EBITDA 36.03 28.83 7.20 25.0


EBIT 18.57 8.61 9.96 115.7



Employees 3,542 3,835 -293 -7.7

EURO 2008 sales at-cost n.a 20.80

Reorganisation costs n.a -1.33

Adjusted EBITDA margin1 n.a 8.2%

Impairment n.a -3.41

Adjusted EBIT margin2 n.a 3.6%

Change



EBITDA for the DO & CO Group amounted to EUR 36.03 million for FY 2009/2010, which means an increase of EUR 7.20 million compared to the EBITDA of FY 2008/2009 (EUR 28.83 million). The EBITDA margin thus improved from 7.4% in FY 2008/2009 to 10.2% in FY 2009/2010. This improvement is mainly caused by the following factors: • in FY 2008/2009, the sales of the DO & CO Group contained significant at-cost sales

(EURO 2008),

• in FY 2008/2009, the Group recorded one-time costs in connection with the reorganization in 2008/2009,

• in FY 2009/2010, efficiency gains were achieved through the reduction in workforce and other cost-cutting measures.

Depreciation and amortization

Depreciation and amortization fell from EUR 20.22 million in FY 2008/2009 to EUR 17.46 million in FY 2009/2010. This reduction primarily reflects the impairment of EUR 3.41 million in FY 2008/2009 of the airline catering contract with AUSTRIAN, which had been capitalized in the course of the DO & CO Group’s acquisition of Airest (now: SKY GOURMET).

EBIT

Consolidated earnings before interest and taxes (EBIT) for the DO & CO Group amounted to EUR 18.57 million for FY 2009/2010, a figure EUR 9.96 million higher than the EBIT in the FY 2008/2009, reflecting significant impairment of the airline catering contract with AUSTRIAN recorded in FY 2008/2009.

83

Financial result Financial result for FY 2009/2010 was EUR 0.69 million, compared to EUR 0.23 million for FY 2008/2009. This improvement was mainly due to decreased interest payments in connection with the decreased outstanding debt balance.

Taxes The taxation ratio (ratio of tax costs to income before taxes) was lower than in FY 2008/2009, falling from 39.5% in FY 2008/2009 to 31.9% in FY 2009/2010. This change is largely due to the impairment of intangible assets in FY 2008/2009, which was not tax deductable. When income before taxes is adjusted for this impairment, the taxation ratio amounted to 28.5% in FY 2008/2009. Minority interests

Minority interests in the annual profit of fully consolidated companies with minority interests amounted to EUR 3.46 million, compared to EUR 3.26 million for FY 2008/2009 and primarily reflect the 50% ownership interest in the DO & CO Group’s fully consolidated subsidiary TURKISH DO & CO held by THY. Consolidated result The consolidated result for FY 2009/2010 was EUR 9.66 million and represented the highest consolidated result the DO & CO Group ever achieved. Earnings per share amounted to EUR 1.25 (PY: EUR 0.27).



Sales 258.56 246.84 11.71 4.7

EBITDA 27.67 18.47 9.20 49.8


EBIT 13.19 1.81 11.37 628.3




Reorganisation costs n.a -1.33


Impairment n.a -3.41


1... During FY 2008/2009, the EBITDA and EBITDA margin of the Airline Catering division was impacted by the following significant extraordinary effect: As a result of a significant reduction in services for AUSTRIAN, the Group undertook a workforce reorganization in the Airline Catering division resulting in one-time costs of EUR 1.33 million. When adjusted for this effect, the adjusted EBITDA margin for the Airline Catering division in FY 2008/2009 would have been 8.0%.

2... During FY 2008/2009, the EBIT and EBIT margin of the Airline Catering division was impacted by the effect as described in footnote 1. In addition, the EBIT and EBIT margin was further affected by a EUR 3.41 million impairment for the airline catering contract with AUSTRIAN. When adjusted for all of these effects, the adjusted EBIT margin for the Airline Catering division in FY 2008/2009 would have been 2.7%.

Change

Sales Despite the tough market conditions, sales from the Airline Catering division increased from EUR 246.84 million in FY 2008/2009 to EUR 258.56 million in FY 2009/2010. This corresponds to an increase of EUR 11.71 million, or 4.7%. This division’s share in consoli-dated sales thus increased from 63.7% in 2008/2009 to 73.3% in FY 2009/2010.

84

The increase in sales was attributable to an increase in sales in the Turkish and international catering markets, which more than compensated the decrease in sales in Austria. Sales in Austria declined in FY 2009/2010 compared to FY 2008/2009 due to austerity measures by AUSTRIAN. Reductions affected catering on short-haul flights in particular. Business with other airlines serviced from airports in Austria also decreased because of the economic and financial crisis. In contrast to the overall trend, however, sales with NIKI increased due to a substantial increase in passenger volume. The declining volume of catering for AUSTRIAN compelled DO & CO to reorganize opera-tions in Austria. This reorganization started in the fourth quarter of FY 2008/2009. Processes were made more efficient, especially in production and logistics. Completed in the first two quarters of FY 2009/2010, this restructuring has adapted cost structures to meet the new market conditions. In FY 2009/2010, airline catering sales in Turkey were higher than in FY 2008/2009. This increase was driven by the further expansion of business with THY and other customers at airports in Turkey. In FY 2009/2010, ETIHAD, TAILWIND, EGYPT AIR and AMSTERDAM AIRLINES were added as new customers in Turkey. The airline catering business of the DO & CO Group in Turkey is executed by TURKISH DO & CO, a joint venture in which DO & CO and THY each hold a 50% stake. TURKISH DO & CO is fully consolidated in the DO & CO Group’s consolidated accounts. Therefore, also 100% of the sales of TURKISH DO & CO are included in the Group’s consolidated sales figures. TURKISH DO & CO further expanded its business activities and made a major contribution to increasing the sales within the division and the Group. Over 33 million meals were prepared at nine business locations in Istanbul/Atatürk, Istanbul/Sabiha Gökçen, Ankara/Esenboğa, Adana/Şakir Paşa, lzmir/Adnan Menderes, Bodrum/Milas, Antalya, Dalaman and Trabzon. In FY 2009/2010, in the opinion of Management, TURKISH DO & CO supplied approxi-mately 91% of the international THY short-haul flights in return catering. That means the majority of short-haul passengers are served DO & CO products on outgoing as well as on incoming flights. The volume of sales also grew substantially due to THY’s significant expansion of its fleet. The process of taking over equipment and beverage management for THY was completed in FY 2009/2010. TURKISH DO & CO has been operating a specially developed cabin crew training centre for THY since the start of the calendar year 2009. All THY flight attendants receive service training in faithful replicas of aircraft interiors. DO & CO is expanding its range of services to become a total supplier in the airline catering sector.

In Adana, production operations were moved to a more modern location at the airport, where further savings were achieved because of greater efficiency. In the markets outside of Austria and Turkey, DO & CO added new accounts to its clientele in FY 2009/2010. These new acquisitions more than offset the declines at international business locations caused by the financial crisis. In particular, SINGAPORE, CHINA AIRLINES, QATAR, CATHAY PACIFIC and OMAN AIR were added as new customers at different DO & CO locations. The Group also succeeded in extending existing airline catering contracts with EMIRATES and ETIHAD; at New York/JFK the provision of catering services to ETIHAD however ended because the airline entered into an agreement with another airline catering provider for several airports including New York/JFK while, at the same time, it expanded its business with the Group to Munich, London and Istanbul and renewed its agreement for Frankfurt.

85

DO & CO ITALY managed to add two new airline customers to its clientele: SINGAPORE and CATHAY PACIFIC receive DO & CO catering on long-haul flights ex Milan/Malpensa Airport. The pace of business in Italy has picked up noticeably due to these new customers. Further, DO & CO ITALY managed to extend its contract with ETIHAD. The Group recorded an increase in sales on the German market too. In addition, the Group added OMAN AIR in October 2009 as a new customer to its clientele in Munich and Frankfurt. Sales in London continued to grow. A contract was signed with the new main caterer of BRITISH AIRWAYS to continue catering for the business class on BRITISH AIRWAYS short and medium-haul flights from London Heathrow. In addition, DO & CO LONDON assumed responsibility for providing CHINA AIRLINES and CYPRUS AIRWAYS with catering services on flights departing from London Heathrow, starting in March 2010 and May 2010 respectively. Sales at the New York unit declined slightly. This decline is attributable to the loss of ETIHAD as a client. The catering contract with EMIRATES was renewed. Airline Catering shut down business operations at the Bratislava site in September 2009. The bankruptcy of the main customer Sky Europe made this step necessary. EBITDA EBITDA increased by EUR 9.20 million, or 49.8% to EUR 27.67 million in FY 2009/2010 from EUR 18.47 million in FY 2008/2009. The EBITDA margin improved from 7.5% in FY 2008/2009 to 10.7% in FY 2009/2010. This significant improvement in the EBITDA margin in the Airline Catering division is mainly due to the extensive reorganisation that was undertaken in this division starting in the fourth quarter of FY 2008/2009 in response to the reduction in services for AUSTRIAN. These efforts led to significant efficiency gains, in particular with respect to production and logistics processes, as well as a significant reduction in the workforce. This reduction of workforce has led to one-time costs of EUR 1.33 million in the fourth quarter of FY 2008/2009. On an adjusted basis, taking out the EUR 1.33 million in one-time costs for the workforce re-organisation in the fourth quarter of FY 2008/2009, the adjusted EBITDA for FY 2008/2009 would have been EUR 19.80 million, resulting in an adjusted EBITDA margin of 8.0%. The 10.7% EBITDA margin in FY 2009/2010 reflects the significant efficiency gains through the personnel and other cost-cutting measures implemented at DO & CO throughout FY 2008/2009. EBIT EBIT also significantly increased from EUR 1.81 million in FY 2008/2009 to EUR 13.19 million in FY 2009/2010. The EBIT margin in Airline Catering thus improved from 0.7% in 2008/2009 to 5.1% in FY 2009/2010. In FY 2008/2009, EBIT was significantly affected by impairment amounting to EUR 3.41 million for the airline catering contract with AUSTRIAN, which was capitalized as an intangible asset in connection with the acquisition of Airest (now: SKY GOURMET) in 2007. On an adjusted basis, taking out both the increased costs for the workforce reorganization of EUR 1.33 million, as well as the impairment of EUR 3.41 million for the airline catering contract with AUSTRIAN, the FY 2008/2009 EBIT would have been EUR 6.55 million, resulting in an adjusted EBIT margin of 2.7%.

86

11.4.3 International Event Catering division INTERNATIONAL EVENT CATERING audited audited


Sales 34.00 76.87 -42.88 -55.8

thereof EURO 2008 Sales 43.84

EBITDA 3.97 5.70 -1.73 -30.4


EBIT 2.99 4.38 -1.39 -31.7






1…During FY 2008/2009, the EBITDA margin and the EBIT margin in the International Event Catering division was impacted by significant at-cost sales generated during the EURO 2008, i.e.services, such as the provision of “infrastructure” (tents etc.) were provided without adding any margins to the costs invoiced to the Group by its suppliers. When adjusted for these at-cost sales, the adjusted EBITDA margin for International Event Catering division in FY 2008/2009 would have been 10.2%. The adjusted EBIT margin the for International Event Catering division for FY 2008/2009 would have been 7.8%

Change

Sales Sales in International Event Catering fell from EUR 76.87 million in FY 2008/2009 to EUR 34.00 million in FY 2009/2010. This corresponds to a decline in sales of EUR 42.88 million, or 55.8%. The reason for this decline is that sales in FY 2008/2009 were significantly impacted by the services at the EURO 2008 in Austria and Switzerland. On an adjusted basis, taking out the EURO 2008 sales from the FY 2008/2009 results, sales in the division would have remained constant. In FY 2009/2010, this division contributed 9.6% of total consolidated sales. In Austria, the DO & CO Group served a large number of events in FY 2009/2010. For example, the DO & CO Group was responsible for the stadium catering for Red Bull Salzburg and the culinary hosting of games of the Austrian Football Association. In addition, “classic DO & CO events” such as the Beach Volleyball Grand Slam in Klagenfurt, the Hahnenkamm Ski Race in Kitzbühel, the Night Race in Schladming and the Four Hills Tournament at Bergisel and in Bischofshofen have been served again. Internationally, one of the highlights in FY 2009/2010 was the staging of the ATP tennis tournament in Madrid with 30,000 VIP guests. In addition, and as in recent years, the Group serviced 15 Formula 1 Grand Prix races. The UEFA Champions League final in Rome was another highlight in FY 2009/2010, as well as CHIO, the traditional equestrian jumping and riding tournament in Aachen, and the 50-year celebration of THY in Rome. In terms of geographic distribution of sales, sales generated outside of Austria increased from 54% in FY 2008/2009 to 60% in FY 2009/2010. The following table provides a breakdown of sales by type of event during the relevant periods: SALES



Major Events (unaudited)1 18.53 16.70 1.83 10.9

EURO (unaudited)1 0.00 43.84 -43.84 -100.0

Other Corp. & Priv. Events (unaudited)1 15.47 16.33 -0.86 -5.3Sales Division (audited) 34.00 76.87 -42.88 -55.8


Change

87

EBITDA / EBIT EBITDA in International Event Catering amounted to EUR 3.97 million in FY 2009/2010, reflecting a decrease of EUR 1.73 million from EUR 5.70 million in FY 2008/2009. The EBITDA margin, however, increased from 7.4% in FY 2008/2009 to 11.7% in FY 2009/2010. EBIT decreased by EUR 1.39 million, from EUR 4.38 million in 2008/2009 to EUR 2.99 million in FY 2009/2010. The EBIT margin also increased from 5.7% in FY 2008/2009 to 8.8% in FY 2009/2010. The significantly improved EBITDA and EBIT margins are due to the fact that the EURO 2008 sales in FY 2008/2009 contain at-cost sales. If these at-cost sales were deducted, the adjusted EBITDA margin for the FY 2008/2009 would have been 10.2% and the adjusted EBIT margin would have been 7.8%.

11.4.4 Restaurants, Lounges & Hotel division

RESTAURANTS, LOUNGES & HOTEL audited audited


Sales 60.19 64.06 -3.87 -6.0

EBITDA 4.39 4.66 -0.27 -5.7


EBIT 2.39 2.41 -0.03 -1.1




Change

Sales Sales in Restaurants, Lounges & Hotel declined from EUR 64.06 million in FY 2008/2009 to EUR 60.19 million in FY 2009/2010. This amounts to a decline in sales of EUR 3.87 million. In FY 2009/2010, this division accounted for 17.1% of total consolidated sales. The decline in sales is largely due to two factors. Firstly, because of the financial and economic crisis, consumers behaved with noticeable restraint at nearly all business locations. Secondly, the EURO 2008 had generated additional income in the first quarter of FY 2008/2009. The following describes the major trends in the various business areas and individual locations: Classic DO & CO restaurant locations, such as DO & CO STEPHANSPLATZ and DO & CO ALBERTINA, were unaffected by the financial crisis. Sales generated at these locations remained stable. Locations such as DO & CO BADEN, DO & CO PLATINUM and at the BMW World in Munich saw declining sales. The economic crisis made companies more restrained about staging corporate events, significantly affecting sales in FY 2009/2010. Development of sales at DEMEL SALZBURG and DEMEL VIENNA were encouraging. DEMEL VIENNA on Kohlmarkt even topped its high level of sales from FY 2008/2009 and sales at DEMEL SALZBURG increased, reflecting measures to improve results at this location. Nevertheless, break-even at DEMEL SALZBURG has not been reached yet. As for DEMEL NEW YORK, the DO & CO Group is currently searching for a new location in New York City. The previous location at the Plaza did not meet expectations and was therefore shut down at the end of March 2010. This termination of the operations at the Plaza has led to legal proceedings with the landlord (see Chapter 13.14 “Business – Litigation and Administrative Proceedings”).

88

With respect to the staff restaurants and the airport lounges that DO & CO operates for AUSTRIAN in Vienna, sales declined in FY 2009/2010. Sales of the airport lounges were declining because of general reduction in passenger numbers due to the financial and economic crisis. On the other hand, despite the difficult year for air travel, there was an increase in the number of guests visiting the two LUFTHANSA lounges in Frankfurt and New York/JFK operated by the DO & CO Group. In Frankfurt, the number of guests to whom DO & CO LOUNGE provided pre-flight culinary services topped 200,000 for the first time ever. In New York, DO & CO NEW YORK managed the lounge for the first time for an entire FY during which 75,000 guests were served. The following table provides a breakdown of sales by type of activity during the relevant periods: SALES



Restaurants (unaudited)1 25.86 30.16 -4.30 -14.3


Demel (unaudited)1 10.62 9.70 0.93 9.5

Staff Restaurants (unaudited)1 8.08 9.39 -1.32 -14.0

Hotel (unaudited)1 2.86 3.07 -0.20 -6.6Sales Division (audited) 60.19 64.06 -3.87 -6.0


Change

EBITDA / EBIT Although the Restaurants, Lounges & Hotel division saw sales drop by 6.0%, margins remained unchanged. The reason therefore is that the Group undertook prompt and extensive reorganization efforts and cost cutting programs to stabilise its business results. EBITDA dropped slightly, from EUR 4.66 million in FY 2008/2009 to EUR 4.39 million in FY 2009/2010. EBIT amounted to EUR 2.39 million and thus remained stable when compared to FY 2008/2009. This corresponds to an EBITDA margin of 7.3% in FY 2009/2010, compared to 7.3% in FY 2008/2009, and an EBIT margin of 4.0% in FY 2009/2010, compared to 3.8% in FY 2008/2009.

11.5 Comparison of financial years ending 31 March 2009 and 31 March 2008

11.5.1 Income statement for the Group (consolidated results) Income Statement audited audited


Sales 387.78 354.62 33.15 9.3

Other operating income 15.08 11.63 3.45 29.7

Costs of materials and services -164.72 -137.83 -26.89 -19.5

Personnel expenses -133.94 -127.51 -6.43 -5.0

Other operating expenses -75.36 -70.77 -4.59 -6.5

EBITDA 28.83 30.14 -1.31 -4.3


-16.81 -15.48 -1.33 -8.6

Impairment of tangible and intangible fixed assets -3.41 0.00 -3.41 0.0

EBIT - Operating result 8.61 14.66 -6.05 -41.3

Financial result 0.23 -0.39 0.61 159.0

Profit before taxes 8.83 14.27 -5.44 -38.1

Income tax -3.49 -5.20 1.71 32.9

Profit for the Year 5.35 9.08 -3.73 -41.1


Consolidated result 2.08 6.41 -4.33 -67.5

Change

89

Sales In FY 2008/2009, sales of the DO & CO Group increased by EUR 33.15 million, from EUR 354.62 million in FY 2008/2009 to EUR 387.78 million, which corresponds to an increase in sales of 9.3%.

This increase was mainly driven by a EUR 35.23 million, or a 84.6% increase in sales in the International Event Catering division, reflecting the EURO 2008 which took place during FY 2008/2009. Sales in the other two divisions remained stable. The following tables provide a breakdown of sales by division and region during the relevant periods. SALES BY DIVISON audited audited


Airline Catering 246.84 251.96 -5.12 -2.0

International Event Catering 76.87 41.65 35.23 84.6

Restaurants, Lounges & Hotel 64.06 61.02 3.04 5.0

Group sales 387.78 354.62 33.15 9.3

Change

SALES BY REGION


Austria 176.23 163.78 12.45 7.6

Turkey 98.52 89.88 8.64 9.6

Rest of world 113.03 100.96 12.07 12.0

Group sales 387.78 354.62 33.15 9.3

Change


Costs of materials and services

Costs of materials and services increased in relation to sales from 38.9% in FY 2007/2008 to 42.5% in FY 2008/2009, reflecting the at-cost sales generated at the EURO 2008 in FY 2008/2009. In absolute terms, the costs of materials increased by EUR 26.89 million (19.5%) while sales rose by 9.3%. At-cost sales mean revenues for services which were provided without adding any margins to the costs invoiced to DO & CO by its suppliers. The costs for these services are mostly recorded as costs of materials and services. At-cost sales include for example sales generated through providing infrastructure (such as tents).

Personnel costs

Personnel costs decreased slightly in relation to sales in FY 2008/2009. In terms of absolute numbers, however, this figure rose by 5.0%, due to a 1.6% increase in the average number of employees in the DO & CO Group in Austria and abroad to an annual average of 3,835 employees in FY 2008/2009. The main factors accounting for this increase in staff over the course of FY 2008/2009 were the staging of the EURO 2008, the expansion of the operations in the joint venture in Turkey, as well as hiring at DO & CO gourmet kitchens in New York/JFK, Frankfurt, London/Heathrow and in restaurant units at the BMW World in Munich and the British Museum. The fourth quarter of FY 2008/2009 saw a decline in the total number of employees for the entire DO & CO Group due to the workforce reductions in response to declining sales.

90

Other operating expenses Other Operating Expenses audited audited


Taxes other than those included under income tax 1.31 1.73 -0.42 -24.4


Travel and communication expenses 7.06 7.09 -0.03 -0.4

Transport, vehicle expenses and maintenance 9.13 8.71 0.42 4.8

Insurance 0.99 0.80 0.19 24.2

Legal, auditing and consulting expenses 2.76 2.54 0.22 8.8

Advertising expenses 0.71 0.54 0.16 30.0

Other personnel costs 0.54 0.84 -0.30 -35.7

Rest of other operating expenses 2.31 2.33 -0.02 -0.9


Exchange rate differences 8.61 8.41 0.20 2.4

Accounting losses from the disposal of fixed assets 0.28 0.29 -0.01 -4.9

Other administrative expenses 2.52 1.97 0.55 28.1

Total 75.36 70.77 4.59 6.5

Change

Other operating expenses increased by 6.5%. This increase is attributable mainly to rents, leases and other operating expenses associated with services for the EURO 2008. The remaining items were stable or lower in comparison to FY 2007/2008 on higher sales volumes.

EBITDA GROUP audited audited


Sales 387.78 354.62 33.15 9.3

EBITDA 28.83 30.14 -1.31 -4.3


EBIT 8.61 14.66 -6.05 -41.3



Employees 3,835 3,774 61 1.6

EURO 2008 sales at-cost 20.80 n.a.Reorganisation costs -1.33 n.a.

Adjusted EBITDA margin1 8.2% n.a.Impairment -3.41 n.a.

Adjusted EBIT margin2 3.6% n.a.

Change



EBITDA for the DO & CO Group amounted to EUR 28.83 million in FY 2008/2009, compared to EUR 30.14 million in FY 2007/2008, a decline of EUR 1.31 million, or 4.3%, compared to FY 2007/2008, resulting in a decrease in the EBITDA margin from 8.5% in FY 2007/2008 to 7.4% in FY 2008/2009. This decrease in the EBITDA margin mainly reflects the significant proportion of at-cost sales during the EURO 2008 recorded in FY 2008/2009, as well as one-time costs of EUR 1.33 million incurred in the fourth quarter of the FY 2008/2009 in connection with the group-wide workforce reductions.

91

Depreciation and amortization Depreciation and amortization in FY 2008/2009 increased to a total of EUR 20.22 million. This change was caused by an impairment amounting to EUR 3.41 million of the airline catering contract with AUSTRIAN which had been capitalized in the course of the DO & CO Group’s acquisition of Airest (now: SKY GOURMET). EBIT The DO & CO Group recorded consolidated earnings before interest and tax (EBIT) of EUR 8.61 million in FY 2008/2009, compared to EUR 14.66 million in FY 2007/2008, reflecting the reduced EBITDA, as well as the higher scheduled depreciation and amortization and EUR 3.41 million in impairment of intangible assets described above. Financial result Financial result for FY 2008/2009 was EUR 0.23 million, compared to EUR -0.39 million for FY 2007/2008. This improvement was mainly due to decreased interest payments in connection with the decreased outstanding debt balance.

Taxes The taxation ratio (ratio of tax costs to income before taxes) was slightly higher than in FY 2007/2008, increasing from 36.4% in 2007/2008 to 39.5% in FY 2008/2009. This increase was largely due to the impairment of intangible assets, which was not tax deductable. When income before taxes is adjusted for this amortization, the taxation ratio amounted to 28.5%. Minority interests Minority interests in the annual profit of fully consolidated companies with minority interests amounted to EUR 3.26 million, compared to EUR 2.66 million in FY 2007/2008 and primarily reflect the 50% ownership interest in the DO & CO Group’s fully consolidated subsidiary TURKISH DO & CO held by THY. Consolidated result The consolidated result amounted to EUR 2.08 million compared to EUR 6.41 million in FY 2007/2008.



Sales 246.84 251.96 -5.12 -2.0

EBITDA 18.47 21.11 -2.64 -12.5


EBIT 1.81 9.25 -7.44 -80.4




Reorganisation costs -1.33 n.a

Adjusted EBITDA margin1 8.0% n.a

Impairment -3.41 n.a

Adjusted EBIT margin2 2.7% n.a

Change

1... During FY 2008/2009, the EBITDA and EBITDA margin of the Airline Catering division was impacted by the following significant extraordinary effect: As a result of a significant reduction in services for AUSTRIAN, the Group undertook a workforce reorganization in the Airline Catering division resulting in one-time costs of EUR 1.33 million. When adjusted for this effect, the adjusted EBITDA margin for the Airline Catering division in FY 2008/2009 would have been 8.0%.

2... During FY 2008/2009, the EBIT and EBIT margin of the Airline Catering division was impacted by the effect as described in footnote 1. In addition, the EBIT and EBIT margin was further affected by a EUR 3.41 million impairment for the airline catering contract with AUSTRIAN. When adjusted for all of these effects, the adjusted EBIT margin for the Airline Catering division in FY 2008/2009 would have been 2.7%.

92

Sales Sales in Airline Catering amounted to EUR 246.84 million in FY 2008/2009, a figure slightly below FY 2007/2008. Despite an increasingly difficult market environment, the decrease was only 2.0%. The lower sales are attributable mainly to declines in passenger numbers and service changes at AUSTRIAN during the fourth quarter of FY 2008/2009, partly offset by increa-sed sales with NIKI and significantly increased sales in Turkey, in particular with THY. The Turkish market showed a strong sales increase. TURKISH DO & CO adopted three measures that significantly increased the volume of business with THY: It extended return catering, assumed management responsibilities for beverages and equipment, and com-menced catering for first class passengers. ETIHAD was added as a new customer in London for which DO & CO LONDON provides catering in the first, business and economy classes on flights to Abu Dhabi. EBITDA / EBIT

The DO & CO Group had to respond to reduced sales by taking quick re-organisation mea-sures at all airline catering locations in Austria. The associated costs had a considerable impact on EBIT and EBITDA in FY 2008/2009. EBITDA decreased to EUR 18.47 million in FY 2008/2009, a decline of EUR 2.64 million, or 12.5%, compared to FY 2007/2008, and EBIT decreased to EUR 1.81 million in FY 2008/2009 from EUR 9.25 million the FY before. The EBIT margin at Airline Catering dropped from 3.7% in FY 2007/2008 to 0.7% in FY 2008/2009. In addition to the reduced sales, two major factors affected EBITDA and EBIT: Because of the decline in passenger figures and the modified service concept, DO & CO effected impairment of intangible fixed assets capitalized for the contract with AUSTRIAN. This impairment undertaken in the fourth quarter of FY 2008/2009 amounted to EUR 3.41 million. Extensive restructuring was also initiated, placing an additional burden of EUR 1.33 million on the operating results. On an adjusted basis, taking out the EUR 3.41 million in impairment and the EUR 1.33 million in one-time restructuring costs, EBITDA for FY 2008/2009 would have been EUR 19.80 million, resulting in an adjusted EBITDA margin of 8.0%. The adjusted EBIT would have been EUR 6.55 million, resulting in an adjusted EBIT margin of 2.7%.

11.5.3 International Event Catering Division INTERNATIONAL EVENT CATERING audited audited


Sales 76.87 41.65 35.23 84.6

thereof EURO 2008 Sales 43.84

EBITDA 5.70 4.59 1.11 24.2


EBIT 4.38 3.04 1.34 44.2




Adjusted EBITDA margin1 10.2% n.a

Adjusted EBIT margin1 7.8% n.a

Change

1…During FY 2008/2009, the EBITDA margin and the EBIT margin in the International Event Catering division was impacted by significant at-cost sales generated during the EURO 2008, i.e.services, such as the provision of “infrastructure” (tents etc.) were provided without adding any margins to the costs invoiced to the Group by its suppliers. When adjusted for these at-cost sales, the adjusted EBITDA margin for International Event Catering division in FY 2008/2009 would have been 10.2%. The adjusted EBIT margin the for International Event Catering division for FY 2008/2009 would have been 7.8%

93

Sales In FY 2008/2009, International Event Catering could look back on its best year ever. Sales increased from EUR 41.65 million to EUR 76.87 million, an increase of 84.6%. The division therefore accounted for 19.8% of total group sales (PY: 11.7%).

The increase in sales largely resulted from DO & CO being contracted as hospitality production partner for the VIP areas at the EURO 2008 in Austria and Switzerland. The EURO 2008 was the largest event the DO & CO Group has ever staged.

In addition to this climax of the 2008 soccer season in Europe, the International Event Catering division strengthened existing partnerships. Specifically, it provided hospitality services to fourteen Formula 1 Grand Prix; to CHIO, the traditional equestrian riding and jumping tournament in Aachen, Germany; to the PGA Volvo Masters Golf Tournament in Valderrama, Spain; and to the ATP Masters Series in Madrid in pro tennis, among other events. On the Austrian event market, DO & CO has become the established long-term partner for the catering of VIP guests at the team face-offs of the Austrian Football Association as well as for the Four Hills Tournament, the traditional Hahnenkamm ski races in Kitzbühel and the Beach Volleyball Grand Slam in Klagenfurt.

The following table provides a breakdown of sales by type of event during the relevant periods: SALES



Major Events (unaudited)1 16.70 22.57 -5.87 -26.0

EURO (unaudited)1 43.84 0.00 43.84

Other Corp. & Priv. Events (unaudited)1 16.33 19.08 -2.75 -14.4Sales Division (audited) 76.87 41.65 35.23 84.6

Change


EBITDA / EBIT EBITDA for International Event Catering increased by EUR 1.11 million, rising from EUR 4.59 million in FY 2007/2008 to EUR 5.70 million in FY 2008/2009, resulting in an EBITDA margin of 7.4% compared to 11.0% in FY 2007/2008. EBIT improved by EUR 1.34 million, increasing from EUR 3.04 million to EUR 4.38 million in FY 2008/2009, resulting in an EBIT margin of 5.7% compared to 7.3% in FY 2008/2009. This reduction in margins was due to the high proportion of at-cost sales on guest infra-structure for the EURO 2008 in the first quarter of FY 2008/2009. Following adjustments for at-cost sales, the EBITDA margin was 10.2% and the adjusted EBIT margin was 7.8%.

11.5.4 Restaurants, Lounges & Hotel Division RESTAURANTS, LOUNGES & HOTEL audited audited


Sales 64.06 61.02 3.04 5.0

EBITDA 4.66 4.44 0.22 4.9


EBIT 2.41 2.37 0.04 1.8




Change

Sales Sales in Restaurants, Lounges & Hotel amounted to EUR 64.06 million in FY 2008/2009, an increase of EUR 3.04 million compared to EUR 61.02 million in FY 2007/2008. This

94

increase reflects the improved use of capacity at existing business locations and the opening of the Demel café in New York and the LUFTHANSA first class lounge in New York/JFK. The following table provides a breakdown of sales by type of activity during the relevant periods: SALES



Restaurants (unaudited)1 30.16 29.73 0.44 1.5


Demel (unaudited)1 9.70 9.82 -0.12 -1.3

Staff Restaurants (unaudited)1 9.39 9.24 0.15 1.6

Hotel (unaudited)1 3.07 2.89 0.18 6.2Sales Division (audited) 64.06 61.02 3.04 5.0


Change

EBITDA / EBIT EBITDA increased from EUR 4.44 million in FY 2007/2008 to EUR 4.66 million in FY 2008/2009. EBIT amounted to EUR 2.41 million and thus remained stable compared to FY 2007/2008. The EBITDA margin was 7.3% compared to 7.3% in FY 2007/2008 and the EBIT margin was 3.8% compared to 3.9% in FY 2007/2008.

11.6 Liquidity and capital resources

11.6.1 Overview The DO & CO Group has historically financed its capital requirements primarily through a combination of equity transactions, cash generated from operations and debt financing arrangements.

11.6.2 Cash flow Cash-Flow Statement audited

six months

ended

30 September

audited

six months

ended

30 September

audited

FY

audited

FY

audited

FY

in MEUR 2010 2009 2009/2010 2008/2009 2007/2008

Profit before taxes 16.31 11.30 19.26 8.83 14.27Depreciation / amortization & impairment 8.71 8.36 17.46 20.22 15.48Gains / losses from disposals of fixed assets -0.07 0.00 0.37 0.43 0.08Earnings from associated companies -0.36 -0.44 -0.11 -0.08 -0.03Other non cash income / expense 0.00 0 0.00 -0.84 0.50Cash-flow from result 24.59 19.22 36.98 28.57 30.30Increase / decrease in inventories and short-term accounts receivable

-13.13 -5.35 2.09 4.94 1.03

Increase / decrease in provisions 16.44 11.40 9.78 5.64 -0.14Increase / decrease in trade accounts payable and other liabilities

15.31 2.16 2.80 -11.84 -3.06

Currency-related changes in non fund assets -0.76 1.14 -1.38 -0.42 6.86Change in adjustment items from debt consolidation 0.37 -0.90 0.24 0.76 -2.47Income tax payments and changes in deferred taxes -2.18 -2.44 -4.66 -2.99 -5.62Cash-flow from operating activities 40.65 25.23 45.85 24.66 26.88

Income from disposals of tangible and intangible fixed assets 0.13 0.00 0.10 0.21 0.28

Changes in cash and cash equivalents arising from changes to the scope of consolidation

0.00 0.00 0.00 0.00 0.47

Outgoing payments from additions to tangible and intangible fixed assets

-9.55 -5.56 -13.54 -24.23 -8.74

Increase / decrease in long-term receivables -0.04 -0.73 -0.94 0.11 -0.01Cash-flow from investing activities -9.46 -6.28 -14.39 -23.91 -7.99Dividend payment to shareholders -1.91 -1.16 -1.17 -1.17 -0.97Dividend payment to minority shareholder -1.28 -0.23 -0.23 0.00 0.00Capital increase 0.00 0.00 0.00 0.00 -0.93Cash-flow from purchase of own shares -0.27 -0.28 -1.06 -0.16 0.00Increase / decrease in financial liabilities 0.00 -14.29 -15.20 -10.52 -14.81Cash-flow from financing activities -3.47 -15.96 -17.66 -11.85 -16.72

Total cash-flow 27.72 2.99 13.81 -11.10 2.17Cash and cash equivalents at the beginning of the period 29.17 15.13 15.13 26.07 25.75

Effects of exchange rate changes on cash and cash equivalents 0.40 -0.44 0.23 0.17 -1.86

Cash and cash equivalents at the end of the period 57.29 17.68 29.17 15.13 26.07Change in funds 27.72 2.99 13.81 -11.10 2.17

95

11.6.2.1 Comparison of the six months periods ending 30 September 2010 and 30 September 2009 Statement of cash flows for the Group


six months

ended 30

September

audited

six months

ended 30

September

in MEUR 2010 2009

Cash-flow from result 24.59 19.22

Working Capital Changes 18.63 8.21

Other changes -2.57 -2.20

Cash-flow from operating activities 40.65 25.23

Cash-flow from investing activities -9.46 -6.28

Cash-flow from financing activities -3.47 -15.96

Total cash-flow 27.72 2.99

Cash and cash equivalents at the beginning of the year 29.17 15.13

Cash and cash equivalents at the end of the year 57.29 17.68 Cash flow from operating activities Cash flow from operating activities amounted to EUR 40.65 million in the first six months of FY 2010/2011, exceeding the cash flow from operating activities for the first six months of FY 2009/2010 by EUR 15.42 million. This increase is due to a higher cash flow from result and a higher positive impact of working capital changes. In both six months periods, changes in working capital positively affected the cash flow from operating activities, due to an increase in short term liabilities and provisions, which were only partly offset by increasing inventories and trade accounts receivable. Cash flow from investing activities The cash flow from investments amounted to a net cash outflow of EUR 9.46 million and was thus comparable to the level of the previous FY’s first six months period (PY’s first six months period: EUR 6.28 million). These investments were made in plant and machinery, equipment and payments on account and asset in course of construction, mainly in the airline catering units in Turkey, Italy, and London/Heathrow. Cash flow from financing activities The cash flow from financing activities amounted to a net cash outflow of EUR 3.47 million including the dividend payment of EUR 3.19. During the first six months of FY 2009/2010, cash flow from financing activities resulted in a net cash outflow of EUR 15.96 million, reflecting the repayment of financial liabilities.

11.6.2.2 Comparison of financial years ending 31 March 2010, 31 March 2009 and 31 March 2008 Statement of cash flows for the Group Cash-Flow Statement audited

FY

audited

FY

audited

FY

in MEUR 2009/2010 2008/2009 2007/2008

Cash-flow from result 36.98 28.57 30.30

Working Capital Changes 14.68 -1.26 -2.18

Other changes -5.81 -2.65 -1.24

Cash-flow from operating activities 45.85 24.66 26.88

Cash-flow from investing activities -14.39 -23.91 -7.99

Cash-flow from financing activities -17.66 -11.85 -16.72

Total cash-flow 13.81 -11.10 2.17

Cash and cash equivalents at the beginning of the year 15.13 26.07 25.75

Cash and cash equivalents at the end of the year 29.17 15.13 26.07

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Cash flow from operating activities

Cash flow from operating activities in FY 2009/2010 amounted to EUR 45.85 million and thus significantly exceeded the cash flows from operating activities in FY 2008/2009. This increase was due to a higher cash flow from result and a significant positive impact of working capital changes, due to a reduction of current assets and an increase of current liabilities. Cash flow from operating activities in FY 2008/2009 amounted to EUR 24.66 million, representing a reduction of EUR 2.22 million in comparison to the cash flow generated in FY 2007/2008. This reduction resulted mainly from a lower cash flow from result. Cash flow from investing activities Cash flow from investing activities amounted to a net cash outflow of EUR 14.39 million in FY 2009/2010, a figure much lower than in FY 2008/2009 (PY: EUR 23.91 million). This reduction resulted from the restrictive investment policy the DO & CO Group pursued in FY 2009/2010. These investments in FY 2009/2010 were made in plant and machinery, equipment and payments on account and asset in course of construction. More than 60% of these investments refer to the airline catering units in Turkey and more than 20 % to investments in Austria. The cash flow from investing activities in FY 2008/2009 amounted to a net cash outflow of EUR 23.91 million (PY: EUR 7.99 million). This net cash outflow mainly consisted of invest-ments in tangible fixed assets, especially with respect to the renovation and expansion of the gourmet kitchens. More than 80% of these investments refer to investments in the gourmet kitchens in Vienna, London/Heathrow and Turkey. In FY 2007/2008 net cash flow from investing activities amounted to a net cash outflow of EUR 7.99 million and mainly consisted of investments in tangible assets at the units in London/Heathrow, Turkey, Austria and New York/JFK. Cash flow from financing activities Cash flow from financing activities amounted to net cash outflows of EUR 17.66 million in FY 2009/2010, EUR 11.85 million in FY 2008/2009, and EUR 16.72 million in FY 2007/2008, in each case reflecting the repayment of financial liabilities. Balance sheet data Balance Sheet audited

30 September

audited

30 September

audited

31 March

audited

31 March

audited

31 Marchin MEUR 2010 2009 2010 2009 2008

ASSETS


Tangible assets 61.55 55.44 59.14 57.55 43.63


Fixed assets 86.93 84.43 86.14 87.82 84.07


Long-term assets 88.13 85.38 87.91 88.86 84.40

Inventories 12.39 11.77 10.33 11.24 8.11





Current assets 128.07 84.12 84.74 76.27 91.72

Deferred taxes 3.83 5.95 3.12 4.23 4.45

Total assets 220.03 175.45 175.77 169.36 180.57


30 September

audited

30 September

audited

31 March

audited

31 March

audited

31 Marchin MEUR 2010 2009 2010 2009 2008















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11.6.3 Composition of the balance sheet data as of 30 September 2010 Intangible fixed assets totalling EUR 23.38 million pertain solely to goodwill and other rights, in particular customer contracts, licenses, rights of use and software licenses. Approximately 90% of the intangible assets were capitalized in the course of acquisitions, in particular goodwill, customers contracts and other rights capitalized in connection with the Group’s acquisition of Airest (now SKY GOURMET) in 2007 and the Group’s acquisition of airline catering infrastructure in Turkey at the end of the third quarter of FY 2007/2008. The Group had no company-produced intangible fixed assets eligible for capitalization as of 30 September 2010. Tangible fixed assets in the amount of EUR 61.55 million consist of

• Land and buildings (EUR 30.36 million) • Plant and machinery (EUR 7.79 million) • Other equipment and office equipment (EUR 14.21 million) • Payment on account and assets in course of construction (EUR 9.19 million)

Financial assets mainly consist of associated companies, i.e. all non-listed companies that are consolidated at-equity. The other long-term assets pertain primarily to long-term capitalized advance income tax payments due to DO & CO`s FY ending on 31 March 2010 and thus diverging from the calendar year and to deposit payments put down for leased facilities. Inventories contain raw materials and supplies as well as standard-value items for tableware, cutlery, table linen, serving aids and containers as well as for other work aids. The trade accounts receivable as of 30 September 2010 contain EUR 16.32 million (31 March 2010: EUR 7.84 million) in accounts receivable from individual customers that make up more than 20% of the total outstanding accounts receivable at the reporting date of 30 September 2010. Nearly all these receivables have however been settled by the date of this Prospectus. There is no information suggesting any concrete risks of default at the reporting date. Other current accounts receivable and assets contain EUR 10.33 million in receivables from domestic and foreign tax authorities, which are credited on an ongoing basis. There is no information suggesting any concrete risks of default at 30 September 2010. Deferred tax assets and liabilities result from temporary accounting and valuation differences between the amounts carried in the consolidated financial statements under IFRS and the corresponding bases of assessment for taxation. No deferred taxes were capitalized for differences on the asset side and for tax loss carry-forwards totalling EUR 7.93 million (31 March 2010: EUR 6.04 million) because the Company is not yet sufficiently certain that these deferred tax assets can be realized as future tax relief.

The nominal capital of DO & CO totals EUR 15,590,400 and is divided into 7,795,200 individual bearer shares carrying voting rights.

Minority interests include the direct 50% minority interest in the equity of the fully conso-lidated TURKISH DO & CO as well as the 10% minority interest in DO & CO PLATINUM. The composition of the long-term provisions as of the reporting date is as follows:

• Provisions for severance payments (EUR 12.55 million) • Provisions for pension payments (EUR 0.54 million) • Provisions for long-service anniversary payments (EUR 3.32 million) • Provisions for deferred tax (EUR 0.01 million) • Other provisions (EUR 0.99 million)

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The values of provisions for termination benefits (referred to above as severance payments), pensions and anniversary payments were calculated as of the reporting date along actuarial lines in expert opinions applying the projected benefit obligation method. The valuation was based on an assumed interest rate of 5.0% (31 March 2010: 5.0%), assumed pay increases of 3.0% (31 March 2010: 3.0%) and assumed pension increases of 3.0% (31 March 2010: 3.0%). Termination payment obligations to employees at TURKISH DO & CO were calculated based on an assumed annual interest rate of 14.3% (31 March 2010: 14.3%) and expected inflation-related annual pay raises of 11.0% (31 March 2010: 11.0%); for inflation risks in Turkey, see Chapter 3 “Risk Factors – Risks Relating to Turkey - The level of inflation and the state of the current account deficit in Turkey could adversely affect the Group’s business, financial condition, results of operations or prospects”. Other long-term provisions at the reporting date consisted of provisions for process risks and for agreements on an option for older employees to go part-time. The Group had long-term financial liabilities at 30 September 2010 amounting to EUR 7.00 million, however, pursuant to an offsetting agreement, there was an offsetting balance in the same amount at a bank deposit. Both items (i.e. financial liabilities on the one hand and cash deposit on the other hand) were therefore reported reduced by this amount. Short term provisions include of provisions for personnel expenses, provision for taxation and other provisions consisting largely of period-linked value adjustments. Provisions for personnel expenses pertain largely to three sets of provisions. The first totals EUR 1.94 million (31 March 2010: EUR 1.68 million) and relates to pro rata special payments due to DO & CO having a financial year not coinciding with the calendar year. The second com-prises provisions of EUR 6.19 million (31 March 2010: EUR 5.88 million) for vacation not yet taken as of the reporting date. The third relates to other provisions totalling EUR 5.48 million (31 March 2010: EUR 2.78 million) for performance-linked components of salary compensation. The item designated as other provisions consists largely of period-linked value adjustments. The other liabilities with a remaining term of less than one year stem from amounts owed to tax authorities for value-added tax and other pay-related taxes, from liabilities to social insurance funds and from liabilities to employees in an amount equal to current remune-ration payments.

11.6.4 Capital resources The Group expects to finance its ongoing business and budgeted investments for the remainder of the current FY 2010/2011 and FY 2011/2012 from cash generated by operating activities including the hotel project in Istanbul and the conversion of the building in Akademiestrasse in the city centre of Vienna into a new flagship location. The Net Proceeds arising out of the Offering, as well as debt financing are intended to fund the development and expansion of the DO & CO Group which might be organic or reached through acquisitions.

Schedule of obligations As of 30 September 2010, the Group had no financial liabilities (including liabilities to banks, financial leases or other interest-bearing liabilities). The Group only had a loan agreement concluded in 2006 to finance the start-up of the airline catering business in Turkey. Under an offsetting agreement with RLB NÖ-WIEN, however, these long-term financial liabilities amounting to EUR 7.00 million are to be offset against a cash deposit in the same amount with RLB NÖ-WIEN. Therefore, neither the long-term financial liabilities amounting to EUR 7.00 million nor the cash deposit in the same amount were reported in the Company’s consolidated balance sheet as of 30 September 2010.

The statement in the preceding paragraph does not include and/or refer to provisions, prepayments received on orders, trade accounts payable and certain other current liabilities, such as liabilities for personnel and social security payments and tax liabilities associated with the normal course of the Group’s business activity, and accruals.

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Contractual obligations under operating lease from the use of property, plant and equip-ment not reported in the balance sheet amounted to EUR 210.29 million as of 30 September 2010 and pertain to lease or rental agreements on movables and to leases on real estate.

Contractual obligations under operating lease

in MEUR up to 1 Year 1 to 5 Years Over 5 Years

contractual obligations under operating lease 23.77 95.10 91.42

as of 30 September 2010 (audited)

The obligation of EUR 91.42 million (31 March 2010: EUR 93.88 million) relates to long-term leases of real estate in Austria, Turkey and UK (waiver of termination until 2035 at most).

Off-balance sheet arrangements As of 30 September 2010, the Group recorded contingent liabilities in an amount of EUR 12.80 million. These mainly pertain to guarantees for Turkish suppliers of goods and services as well as authorities and to bank guarantees to secure claims in connection with leases and to secure refunds of advance tax payments from the Italian fiscal authorities. From time to time the DO & CO Group is also involved in law suits, claims, investigations and proceedings, including commercial, environmental, human resources and intellectual property matters that arise in the ordinary course of business. There are no such matters pending that Management expects to be material to the DO & CO Group’s financial position or results of operations (see Chapter 13.14 “Business - Litigation and Adminis-trative Proceedings”). In addition, DO & CO provides guarantees and letters of comfort with respect to the liquidity and equity position of certain Group companies.

11.7 Working Capital Statement Management is of the opinion that the working capital available for the Group is sufficient for its present requirements, for at least a period of 12 months from the date of the publication of this Prospectus.

11.8 Investments in progress and principal future investments DO & CO has entered into a long-term lease agreement with PS DOGUDAN for the lease of a building in Akademiestrasse in the centre of Vienna. The DO & CO Group plans to establish another flagship location in Vienna which comprises various restaurants of diffe-rent tastes, a Demel café, a retail outlet and various meeting and presentation facilities. As of 30 September 2010, the DO & CO Group has invested EUR 2.00 million into this project. The total investment is planned to be EUR 8.00 to 10.00 million (see Chapter 13 “Business” and Chapter 3 “Risk Factors - The business of the Group is exposed to an integration and expansion risk”). TURKISH DO & CO has entered into a long-term lease agreement for a real-estate complex situated at the Bosphorus in Istanbul. At this location, TURKISH DO & CO intends to establish a boutique-hotel with approximately 100 rooms, a restaurant, bar as well as event and meeting locations. As of 30 September 2010, TURKISH DO & CO has invested EUR 6.80 million into this project. The total investment (inclusive of the amount of EUR 6.80 million) is planned to be approximately 40.00 million (see Chapter 13 “Business” and Chapter 3 “Risk Factors - The business of the Group is exposed to an integration and expansion risk”). In the ordinary course of business, the Group plans to incur capital expenditures per FY of 2% to 3% of annual sales in the Airline Catering division, 2% of annual sales in the International Event Catering division and 3% of annual sales in the Restaurants, Lounges & Hotel division.

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There are no other principal future investments on which the management bodies of the Group have already made firm commitments.

11.9 Recent Developments and Outlook

Since 30 September 2010, there have been no material changes to the Group’s financial and operational positions, except as described below: At the beginning of October 2010, the Group started the operation of the EMIRATES lounge at the London/Heathrow airport, thereby increasing the number of airport lounges operated by the Group worldwide to twelve. At the end of October 2010, the Group opened its first retail shop under the brand “Henry – The Art of Living” in Vienna. In the International Event Catering division, the Group has begun to intensify its efforts for the preparation and delivery of its hospitality services for the EURO 2012 in Poland and the Ukraine.

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12 Industry Overview

12.1 General

The DO & CO Group operates in the segment of hospitality services in various European countries, North America and Asia. The Airline Catering division has its focus on Austria and Turkey and also offers its services in Germany, the US, the UK, and Italy and Malta. The International Event Catering division provides services in three continents, Europe, North America, and Asia, whereas the Restaurants, Lounges & Hotel division has Austria, Germany, Turkey, the US and the UK as major markets. All three divisions operate with different competitive environments. The results of the DO & CO Group depend on the general macroeconomic trends and general industry trends.

12.2 General macroeconomic trends

The global economy was hit in 2009 by the worst recession since World War II and the ensuing financial and economic crisis. After global industrial output dropped to low levels in the fourth quarter of 2008, the downturn continued in the first quarter of 2009: the global economy contracted by 0.8%; in the OECD countries, real GDP declined by 4.7%. For 2009 as a whole, real GDP in the euro area fell year-on-year by 3.9%. Closely interlinked economically and financially, the emerging economies were naturally affected by the crisis, especially the countries in Central and Eastern Europe. The economy of the EU-27 declined in 2009 by 4.2%, while Turkey declined by 4.5%, the US economy contracted by 2.4% and Japan saw its GDP decrease by 5.3 % because of a sharp decline in exports (source: EUROSTAT – http//epp.eurostat.ec.europa.eu, subpage ”Real GDP growth rate”). Governments across the globe took vigorous action in response to the financial and economic crisis. Economic stimulation programs were launched in an attempt to slow down or stop the rapid decline in economic activities. Government investment programs were announced, short-time working arrangements were introduced and liability was assumed for loans. There was a dramatic relaxation of monetary policy. Central banks dropped interest rates to record low levels to increase liquidity on the capital market and encourage lending. As a result of these extensive efforts, the global economy began stabilizing in the summer of 2009. Consumer and business confidence slowly improved. Investors then showed greater willingness to take risks, a fact also evident from the price trends on the international stock exchanges. The recovery was at a much lower level than in 2008, however, and varied from one national economy to the next.

Real GDP Growth (in %) 2008 20092010

(Forecast)

Europe (EU 27) 0.5 -4.2 1.0

Germany 1.0 -4.7 1.2

Austria 2.2 -3.9 1.3

Turkey 0.4 -4.5 4.7

USA 0.0 -2.6 2.8Source: EUROSTAT – http//epp.eurostat.ec.europa.eu, subpage ”Real GDP growth rate” The global economic situation is expected to ease up slowly starting in 2010. Economic researchers predict GDP growth of 1.0% for the euro area, with the new EU member states expanding more extensively than the EU-15. For Austria, an annual growth of about 1.3% to 1.6% is forecasted for 2010 and 2011, while for Turkey the annual growth rate is forecasted at 4.7% and 4.5% for 2010 and 2011 (source: EUROSTAT – http//epp.eurostat.ec.europa.eu, subpage ”Real GDP growth rate”).

12.3 Airline Catering: market and competition

The sales and operating performance of the Airline Catering division, the by far most significant division of the DO & CO Group, depend on the performance of the airline industry in general and the development of THY and AUSTRIAN, its most important custo-mers, in particular.

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12.3.1 Overview of global airline industry In 2009, a total of 2.22 billion passengers were carried by the airlines industry globally, which was around 2% lower than the number of passengers carried in 2008, a result of the financial crisis and economic downturn that affected the world in 2008 and 2009 (source: Financial Forecast June 2010 Report by International Air Transport Association, “IATA”, http://www.fapaa.org/pdf/2010/IATA_Economic_Briefing-FinancialForecast_June2010.pdf). Air travel volumes measured in Revenue Passenger Kilometers (“RPK”) were up by 9.2% in July over the same month of last year and air freight was up by 22.7% over the same period (source: Air Transport Market Analysis, IATA, July 2010, http://www.fapaa.org/pdf/2010/MIS_Note_Jul10.pdf). RPK figures in the premium segment which consists of business class passengers and first class passengers picked up again worldwide, growing by 12.2 % in the first seven months of 2010 compared to the same period in 2009 according to IATA. The improvement in ticket sales for the economy class was slower but still positive showing an increase of 8% over the last year. The increase is largely due to greater demand for economy class tickets from business travellers. Private travel still remains weak.

At present, the global airline industry is experiencing profound changes due to political and macroeconomic developments affecting the whole airline industry. From 2010 onwards, IATA expects the macroeconomic development to lead to more capacity in the medium- and long-haul sector (in particular in the low-cost market segment) which is expected to result in increased pressure on yields. In the short term, for 2010, IATA expects the total number of passengers to increase by 7.1 % and to reach 2.38 billion.

In the medium term, in 2013, the global airlines market is forecasted to have a volume of approximately 2.6 billion passengers. This represents an increase of more than 20 % since 2008. The annual growth rate of the market volume in the period between 2010 and 2013 is predicted to be approximately 5.8 % (source: DATAMONITOR: Global Airlines – Industry Profile; published: December 2009). Due to the increased opening of new markets and ongoing deregulation, the global aviation market in general is growing constantly. Markets like Central and Eastern Europe, the CIS countries as well as the Middle East are expected to provide opportunities for business development for the years to come. New technologies mean further opportunities. In the long term, the global passenger market is expected to grow at 5.3 % in terms of RPK, on a cumulative average growth rate basis, between 2010 and 2029 (source: BOEING, Current Market Outlook 2010-2029, http://www.boeing.com/commercial/cmo/index.html). The recent moves in energy prices have shown that the industry is still vulnerable to swings in oil supply. Surcharges and increased ticket prices could only partially make up for the constant rise in kerosene prices. The constant pressure to reduce costs has lead to another wave of mergers and alliances among various airlines.

12.3.2 Austrian air traffic market

Development of flight traffic in Austria 2008 to 2010 Austrian air traffic is dispatched via six international airports in Vienna, Graz, Innsbruck, Klagenfurt, Linz and Salzburg, among which the Vienna International Airport is the most important one and handled around 80% of all passengers in Austria in 2009. AUSTRIAN is the biggest national carrier with a passenger share of about 50% on the Vienna International Airport (source: STATISTIK AUSTRIA, 20 April 2010, Kommerzieller Luftverkehr gegliedert nach Flugbewegungen und Fluggästen, http://www.statistik.at/web_de/statistiken/verkehr/luftfahrt/personenverkehr/022539.html; VIA Annual Report 2009, http://ir.viennaairport.com/jart/prj3/ir/main.jart?rel=de&content-id=1204882118229&reserve-mode=active).

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Up until the beginning of the crisis in the second half of 2008, passenger growth in Austria enjoyed a favorable development that was strongly supported by an increasing market share of low cost airlines. The fight for market share mainly to European destinations led to falling ticket prices, which in turn attracted a growing number of passengers. So despite an already falling passenger development in the second half of 2008, the 2008 passenger figure for Austria reached another all-time high with about 24.8 million passengers, resulting in a CAGR of 6.6% for the years 2005 to 2008 (source: STATISTIK AUSTRIA, 20 April 2010, Kommerzieller Luftverkehr gegliedert nach Flugbewegungen und Fluggästen, http://www.statistik.at/web_de/statistiken/verkehr/luftfahrt/personenverkehr/022539.html). In 2009, there was no Austrian airport that could refrain from being hit by the crisis, which led to a decrease in number of passengers to 22.7 million, which was 8.5% lower than in the previous year (source: STATISTIK AUSTRIA, 20 April 2010, Kommerzieller Luftverkehr gegliedert nach Flugbewegungen und Fluggästen, http://www.statistik.at/web_de/statistiken/verkehr/luftfahrt/personenverkehr/022539.html). In the first calendar quarter of 2010, there was already an increase in passenger numbers compared to the first calendar quarter of 2009 of about 6.5% from 5.0 million to 5.3 million passengers (source: STATISTIK AUSTRIA, 30 July 2010, Kommerzieller Luftverkehr nach Flugbewegungen und Fluggästen 1. Quartal 2009 - 1. Quartal 2010, http://www.statistik.at/web_de/statistiken/verkehr/luftfahrt/personenverkehr/051484.html). As the Vienna International Airport handles the vast majority of passengers in Austria, its figures can be taken as a proxy for the overall development. Until August 2010, Vienna International Airport has increased its passenger figures by 7.5% year on year. A major driver behind this development is the national carrier AUSTRIAN, which targets a passenger growth rate of 10% in 2010. Vienna International Airport’s 2010 guidance aims at a passenger growth of 6% (source: VIA, press release 26 August 2010, http://www.flughafen-wien.at/jart/prj3/va/main.jart?rel=de&reserve-mode=active&content-id=1249344074280&news_beitrag_id=1282778511160).

12.3.3 Regional growth and special focus on the Turkish air traffic market The airline industry growth is expected to stem from emerging economies including the traffic from and within the Middle East, Latin America and South Asia countries (source: BOEING, Current Market Outlook, 2010-2029, http://www.boeing.com/commercial/cmo/index.html). Among these markets, Turkey currently is the major focus of the DO & CO Group with the share of the DO & CO Group’s sales generated in Turkey constantly increasing since the formation of its joint venture with THY in 2007. The airline industry in Turkey is currently still more dependent on tourism, although the share of business travel and domestic travel is expected to be rising. Turkey is one of the top 10 tourism destinations in the world according to the World Tourism Council data and the number of tourist arrivals has increased by a 10.8% CAGR between 2002 and 2009, nearly doubling from 13.2 million in 2002 to 27.1 million in 2009 (source: Ministry of Tourism of the Republic of Turkey, Number of Arriving-Departing Foreigners and Citizens Bulletin, http://www.turizm.gov.tr). In the same period between 2002 and 2009, total domestic passengers have increased by a 25.3% CAGR and total international passengers have increased by a 8.5% CAGR. The total increase in passengers resulted in a 14.3% CAGR (source: Turkish Civil Aviation Authority, Directorate General of Civil Aviation, www.shgm.gov.tr). The significant increase in the number of domestic passengers has been a result of the market liberalization in 2003 where private market participants began domestic civil aviation operations and low cost carriers made airline travel more affordable for a wider base of the population. Airline travel is one of the least penetrated means of transportation in Turkey, where there major means of transportation has historically been land transportation. In the last 10 years Turkey has invested heavily in airport infrastructure via public-private-partnership deals and a significant part of the airport infrastructure has been renewed, including the largest four

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airports (Istanbul/Atatürk, Antalya, Ankara/Esenboğa and İzmir/Adnan Menderes). Despite the negative effect of the economic crisis, air traffic in terms of aircraft landings has increased by 6.3% in 2009 compared to 2008 (source: General Directorate of State Airports Authority, Monthly Traffic Bulletins: http://www.dhmi.gov.tr/istatistik.aspx).

12.3.4 Overview of global airline catering industry The airline catering industry is characterized by a focus mainly on assembly and logistics services, with only a secondary emphasis on food quality and taste. In the late 1990s, global market participants expanded aggressively and began to tie airline customers globally under global catering agreements. These developments have led to a shake out in the industry, followed by restructuring and downsizing. As a result, in the opinion of Management, the perceived value of the catering product has decreased as many products are bought in pre-prepared and/or frozen form. The restructuring and downsizing of the airline industry has led to mergers and co-operations on a local and global level. Lean production techniques, as well as a universal approach to manufacturing standards have made the production of readymade meals very effective. These developments caused the reduction of in-house production and the introduction of pre-prepared or readily servable meals. The airline catering industry today performs mostly assembly and logistics services whereas the core product – food and beverages – has become more and more standardized. Very few companies have chosen to become a quality niche player on an international scale. There are some local companies – mostly family businesses – which have responded to common market trends through differentiation. Very few of these compete on an international or global scale. In recent years, airlines seek more than ever possibilities to differentiate themselves. As a reaction to the low cost strategies pursued by some carriers, other airlines have opted to offer premium services to first and business class passengers or to generally upgrade their in-flight product, which often includes the introduction of new catering concepts.

12.3.5 Major players in airline catering According to Management's estimates, the airline catering industry is dominated by two global players, LSG, which is a wholly owned subsidiary of LUFTHANSA, and GATE GOURMET, which together operate over 200 in-flight kitchens worldwide. The rest of the market participants is fragmented by region and/or size. Globally, the market leader in airline catering is LSG with a market share of approximately 30%, (source: LUFTHANSA website: http://konzern.lufthansa.com/de/themen/lsg-sky-chefs.html) followed by GATE GOURMET with a market share of approximately 25% (source: Stocks: http://www.stocks.ch/home_nachricht/Gategroup_Finanzchef_Thomas_Bucher__Unser_ Umsatz_sinkt_weniger_stark_als_der_Gesamtmarkt__539); these two global market leaders are followed by SERVAIR with a global market share of 9% (source: www.servair.fr/chiffres.aspx). SATS, Alpha Group and Newrest have an estimated global market share of 5% to 8% each (source: Management's estimate) while the DO & CO Group has a global market share of approximately 3% (source: Management's estimate). With the exception of Vienna, the DO & CO Group faces direct competition by one or more of these global competitors in each of the markets in which it is active. Furthermore, European carriers have implemented the concept of return catering on short and medium haul flights, meaning that the carrier loads the catering not only for the first but also for the returning flight at the point of its first departure. As a result, most European (non Austrian) carriers do not buy full catering services from the DO & CO Group at airports in Austria; rather, such carriers load the catering for the flights returning from Austria to their foreign (European) destination at the airport of origin. Due to this concept of “return catering”, the DO & CO Group faces indirect competition also in Vienna. LSG competes directly with the DO & CO Group in each of the markets in which the DO & CO Group is active; GATE GOURMET competes directly with the DO & CO Group in London, New York, Munich, Frankfurt.

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12.3.6 Airline catering market in Austria Until 1998, the Austrian airline catering market was subject to restrictions effectively only allowing one caterer per airport and self-catering by the carrier. Since the liberalization of ground handling services in 1998 through the Airport Ground Handling Act (Flughafen-Bodenabfertigungsgesetz) these restrictions have been eliminated, allowing airline caterers to directly deliver services to all carriers. Under the Airport Ground Handling Act access to the airline catering market is available to any interested party and not limited by number of market participants. At present, DO & CO is the only supplier at the airports in Salzburg, Linz and Graz while third party airline caterers operate at the airports in Klagenfurt and Innsbruck. In Vienna, a new airline catering supplier, Air Caterer Five Star GmbH, has entered the market in 2009. Despite these developments, Management views the DO & CO Group as the market leader in the airline catering business in Austria.

12.3.7 Airline catering market in Turkey The airline catering market in Turkey is very concentrated. Management estimates that TURKISH DO & CO holds a market share of more than 70% in the airline catering business. The major competitor of TURKISH DO & CO in Turkey is LSG TURKEY, a subsidiary of LSG.

12.3.8 Airline catering market in Germany The airline catering market is dominated by LSG with more than 20 production units all over the country; LSG is a wholly-owned subsidiary of LUFTHANSA and therefore has a close relationship with LUFTHANSA. GATE GOURMET has 14 facilities nationwide and ranks number 2 behind the market leader. Apart from these two dominant players there are various smaller regional players like SCK in Berlin, Stuttgart and Nürnberg, GIC in Frankfurt and AAC in the southern part of the country. The DO & CO Group operates gourmet kitchens in Frankfurt and Munich and has another unit in Berlin Tegel which is not active at the date of this Prospectus.

12.3.9 Airline catering market in Italy In Italy, the airline catering market consists of two main players and lots of regional competition. SERVAIR operates 14 catering units nationwide; most of these units are combined with airport gastronomy or airport lounges. The second important market participant is LSG with 5 production units. Italy’s main airports are Rome (Fiumicino) and Milan (Malpensa). Their flow of passenger traffic follows the nationwide pattern, a rather sudden hit in April (volcanic ash cloud) after signs of slight improvements. The decision of ALITALIA to cancel most of the international flights and concentrate on Rome/Fiumicino instead has, as of the FY 2008/2009 substantially changed the market situation in Milan/Malpensa. Long haul flights have been left to the international competition (DELTA, AMERICAN, CONTINENTAL) towards the US, Singapore; JAPAN AIRLINES, CHINA AIRLINES and CATHAY PACIFIC towards the Far East and EMIRATES, ETIHAD, QATAR and SAUDI ARABIAN in the direction of the Middle East. Out of these eleven carriers, four are served by DO & CO ITALY.

12.3.10 Other airline catering markets According to Management's estimates, (i) DO & CO NEW YORK holds a market share of approximately 2% in the airline catering business at New York/JFK, (ii) DO & CO LONDON holds a market share of approximately 4% in the airline catering business at London/Heathrow and (iii) SKY GOURMET MALTA holds a market share of approximately 50% in the airline catering business in Malta.

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12.4 International Event Catering: market and competition

According to the Management's estimates, the international event catering industry is characterized by local fragmentation. Global events, like the catering for Formula 1 races require numerous fields of expertise (catering, logistics, decoration, etc.), which are typically beyond the scope of traditional catering companies and therefore only a few companies are able to offer all these services. Recurring events like football championships are usually tendered. These events attract several thousand people per day and therefore require a very sophisticated catering infrastructure, which requires a major investment for the successful caterer. Demanding operators and sponsors of events expect consistent quality of hospitality services independent of location and particular circumstances. Traditionally the event catering business units of the few globally competing players are separate from their core activities, which are either business catering, transportation catering, or the voucher business. Since these international companies do not view event catering as their main business area, they offer a product which does not always meet the expectations of corporations or sponsors. This has further reduced the number of internationally competitive event caterers. Local competition – traditionally from the caterers, which perform event catering as their core business on a national level - usually establish themselves in the upscale quality niche. Moreover, demand for high level services make the successful international player less vulnerable to price pressures, since the required service level element is top performance. Lastly, the experience and knowledge possessed by the top players when purchasing material from their suppliers, as well as their good creditworthiness, in Management´s opinion create high entry barriers for new entrants. In Austria, in the opinion of Management, the DO & CO Group is the market leader in the event catering sector. The major competitors are mainly hotels and local catering companies or event management agencies. Internationally, in the opinion of Management, the DO & CO Group is one of the leading providers of high-quality international event catering and hospitality management. Competition is, for the most part, regional. The DO & CO Group’s most important competitors are (local and regional) catering firms, system food and beverage firms, hotels as well as national and international event management agencies.

12.5 Restaurants, Lounges & Hotel: market and competition

The DO & CO Group’s Restaurants, Lounges & Hotel division is particularly affected by the development of the tourism industry in the various geographic markets in which the DO & CO Group is active. In Austria, the tourism and leisure industry has been and continues to be a key player in the country’s economy. Experts forecast that the number of tourists worldwide will rise from 886.4 million in the year 2009 to 973.3 million in the year 2013. This is an average increase of 2.4% each year (source: EUROMONITOR International: Travel and Tourism Forecast; published: Novem-ber 2009). In particular, the tourism industry in Turkey has been booming over the past years (source: EUROMONITOR International: Travel and Tourism Forecast; published: November 2009), a trend that the DO & CO Group intends to benefit from in the future through its hotel project in Istanbul. The restaurant business is mostly determined by local trends and tastes, dependent upon the local economy and the purchasing power of its clientele. Over the years several trends have been introduced from one continent to another. In the end, however, this did not change the importance of local factors. Restaurants catering to the premium segment have shown certain vulnerability for economy downturns and related swings in customer

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demand. Where associated with other entities (museums, casinos), their business was strongly related to the performance of their cooperation partner. Successful operators were able to achieve a certain independence from their cooperation partner by offering constant service quality and building on a recurring clientele. The lounge business is influenced not only by the above mentioned factors but also by the same factors like the airline catering business. Currently, many airlines are looking for cost savings, therefore many airline lounges around the globe are tendered. With respect to the operation of airport lounges there is constant competition from other restaurant and/or catering enterprises to outbid the DO & CO Group. However, in the opinion of Management the DO & CO Group will be able to maintain and expand its current market position through the delivery of high-quality services. With the Demel cafés, the DO & CO Group relies – additionally to the factors mentioned above – on the one hand on a very stable, regional customer base, and on the other hand, this business is heavily influenced by tourism and therefore dependent on the general economic climate. The restaurant business usually depends on macro economic factors like a country's overall economy as well as the relative purchasing power of its public. However, besides these factors, others, such as product type, location, food habits and fashion trends also play an important role when choosing a restaurant. Identifying trends early and providing a reliable performance over time will most likely result in a loyal and recurring clientele. Word of mouth communications and personal recommendations play the most important role in the marketing mix. Entry barriers are usually low, but long-term prospects depend on the ability to provide an attractive offering of services over a long period of time. The DO & CO Group faces strong competition in the medium and high-price restaurant market in Austria. The same applies to the hotel sector in Vienna and the hotel sector in Istanbul into which the Group contemplates to enter in 2012. In the opinion of Management the central locations of its restaurants, bars and hotels in Vienna, Salzburg and Istanbul, the good price-performance-ratio and the emphasis on providing special hospitality experiences puts its operation in a good position vis-à-vis its competitors. In the opinion of Management, this division profits from cross-marketing with other divisions of the DO & CO Group.

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13 Business

13.1 Introduction

The DO & CO Group is an international catering and hospitality business based in Austria, providing solutions tailored to its customers’ specific needs from food to hospitality entertainment. The Group developed from a restaurant and delicatessen store established in 1981 in Vienna’s city centre. Since then, the DO & CO Group has transformed itself through organic growth and acquisitions into an international catering and hospitality provider active in three business segments: Airline Catering, International Event Catering and Restaurants, Lounges & Hotel. The Group currently operates 19 gourmet kitchens in three continents to provide food and catering services to each division. The Group had consolidated annual sales of EUR 352.74 million and EBITDA of EUR 36.03 million in the FY ended on 31 March 2010 and sales of EUR 222.72 million and EBITDA of EUR 23.92 million in the six months ended 30 September 2010. Approximately 61.6% of its consolidated annual sales in FY 2009/2010 and approximately 65.8% of its consolidated sales during the six months ended 30 September 2010 were generated outside of Austria.

In the Airline Catering division, the DO & CO Group currently caters more than 60 airlines at 23 airports in Austria, Turkey, the United States, the United Kingdom, Germany, Italy and Malta, including, in particular, the home carriers of Turkey, THY, and Austria, AUSTRIAN, to which it provides a comprehensive set of services at their main hubs in Istanbul/Atatürk and Vienna, respectively. The Airline Catering division contributed 73.3% of the Group's consolidated annual sales in FY 2009/2010 and 76.6% during the six months ended 30 September 2010 respectively. The Group's International Event Catering division is one of the few globally active providers of international event catering services and provides catering for major sport events, as well as corporate and private parties. The Group has catered for major international events, such as almost all Formula 1 Grand Prix races, the EURO 2004 and 2008 UEFA Football Championships in Portugal and in Austria/Switzerland, the ATP Tennis Masters in Madrid, the Americas Cup in Valencia, UEFA Champions League Finals, the 2010 FIBA basketball world championship finals in Istanbul, golf tournaments and the World Cup Skiing in Kitzbühel. The International Event Catering division contributed 9.6% of the Group's consolidated annual sales in the FY ended on 31 March 2010 and 10.1% during the six months ended 30 September 2010 respectively. The Restaurants, Lounges & Hotel division currently operates one hotel (DO & CO Stephansplatz, Vienna) and seven restaurants and bars in upmarket areas in and around Vienna and Salzburg, including the DO & CO restaurants at Stephansplatz (Vienna), Albertina (Vienna) and Casino Baden (Baden) and the Demel cafés in Vienna and Salzburg. Furthermore, the Group operates several restaurants within the British Museum in London. The Group also operates airport lounges for key airline customers in Vienna, Frankfurt, New York, Adana/Şakir Paşa and, as of October 2010, in London/Heathrow, as well as six staff restaurants in Austria and one in London. In 2009, the Group started a project for the conversion of two historic palaces on the Bosporus in Istanbul into a hotel and restaurant facility through its joint venture with THY, which are expected to open in 2012. In 2010, the Group leased a building in the city centre of Vienna and started a project for the conversion of this building into a flagship location with various restaurants, retail shops as well as event and meeting facilities. The Restaurants, Lounges & Hotel division contributed 17.1% of the Group's consolidated annual sales in FY 2009/2010 and 13.3% during the six months ended 30 September 2010 respectively.

13.2 Strengths

In the opinion of Management, the following are the Group’s core strengths.

Quality focus The DO & CO Group is a caterer and hospitality business combining hand-made quality food service with volume know-how. All food is cooked by the Group itself using only fresh

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ingredients from quality local providers. The Group currently operates 19 gourmet kitchens in three continents, which serve all three business divisions. The gourmet kitchens are food production facilities staffed on the level of exclusive restaurants and are capable of preparing up to 170,000 hand-made meals per day. Quality in service is ensured through qualified and well-trained staff. In the opinion of Management, the DO & CO Group employs more qualified chefs than any of its competitors. The Group provides in-house training for all employees and airline staff in its “DO & CO Academy”.

In the Airline Catering division, the DO & CO Group has established itself as one of the few branded products in the industry, enabling airline customers to differentiate themselves through a quality approach. For example, since the Group provides the catering to THY, customer satisfaction on THY flights significantly increased within a year from 49% to 93% (source: Nielsen, survey March 2010). THY was voted the best economy class food catering worldwide by Skytrax in 2010, with AUSTRIAN being voted the second best business class food catering worldwide in the same research (source: Skytrax – World Airlines Awards 2010, http://www.worldairlinesawards.com/Awards-2010/ycatering.htm and http://www.worldairlinesawards.com/Awards-2010/jcatering.htm). The DO & CO Group not only focuses on serving food and beverages, but provides innovative and comprehensive solutions tailored to each customer’s specific needs, ranging from food to hospitality entertainment. Over the years, DO & CO has gained expertise and know-how in particular with regards to logistics, decoration of locations, training of employees, choosing the appropriate personnel, menu planning, equipment design, cabin crew training, etc. in order to create a tailored experience of gourmet entertainment for its customers. Combined with its network of gourmet kitchens with full equipment on three continents, the Group is able to provide one-stop solutions on a worldwide basis, such as the Group’s comprehensive services for its key clients THY and AUSTRIAN, as well as the catering for major sports events, such as the EURO 2008. Expanding portfolio of long-term customer relationships

The Group has created strong relationships with quality-focused airlines and high profile event clients. The Group provides catering to airlines such as THY, AUSTRIAN, NIKI, EMIRATES, ETIHAD and BRITISH AIRWAYS. It also operates airport lounges for a number of airlines, including AUSTRIAN in Vienna and THY in Adana/Şakir Paşa, as well as the first class lounges for LUFTHANSA in Frankfurt and New York/JFK and EMIRATES in London/Heathrow and New York/JFK.

The Group’s ability to forge long-term relationships resulting in recurring business and economies of scale both for the Group and its customers is best illustrated by the services it provides to its two home carrier clients, THY and AUSTRIAN, for which it operates multiple lounges and catering facilities at the same airport pursuant to long-term contracts. Other key airline customers, such as EMIRATES and ETIHAD, were originally acquired as customers at one specific airport only but, over the course of time, the Group has been able to significantly expand its business relationship to presently include the airline catering at, respectively, six and five airports at which the Group operates a gourmet kitchen.

The Group also caters and has catered for major international events, such as almost all Formula 1 Grand Prix races, the EURO 2004 and 2008 UEFA Football Championships in Portugal and in Austria/Switzerland, the ATP Tennis Masters in Madrid, the Americas Cup in Valencia, UEFA Champions League Finals, the 2010 FIBA basketball world championship finals in Istanbul, golf tournaments and the World Cup Skiing in Kitzbühel. The Group has been appointed as the exclusive provider of hospitality services to the EURO 2012 UEFA Football Championships in Ukraine and Poland, building on its long term relationship with UEFA.

Flexible cost structure The DO & CO Group benefits from significant synergies between its three business divisions. Its gourmet kitchens are used across divisions for the provision of food for airline catering and event catering customers as well as restaurant, lounges and hotel guests,

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thereby allowing a transfer of the experiences, skills, developments and technologies derived from one business division to the other business divisions and enabling the Group to achieve economies of scale. In addition, the know-how in gastronomy and fine cooking as well as the quality and brand-name image that have been developed over many years in the Restaurants, Lounges & Hotel division is extended to the Airline Catering and International Event Catering divisions. The advertising effect of major events, such as the EURO 2008, and access to a global network of high-quality suppliers within the International Event Catering division is also utilised in the Airline Catering and Restaurants, Lounges & Hotel divisions. The Group also has a relatively high proportion of variable costs which allows timely adaptation to a changing environment. Portfolio of well-known brands The Group has a portfolio of well-known brands with strong recognition for product and service quality, including “DO & CO” and “Demel”. As the flagship brand of the Group, “DO & CO” is designed to stand for gourmet enter-tainment, hand-made products always freshly produced using raw materials from quality local providers. The “Demel” brand is associated with century-old tradition in pastry and chocolate. The Group acquired the brand through its 2002 acquisition of the traditional Demel café and confectionary in Vienna, which dates back to 1786. In 2010, the Group entered into a joint venture with FORTNUM & MASON, a traditional and high quality British brand, which in the opinion of Management will allow the Group to leverage the brand image and sales power of FORTNUM & MASON to enter the British event hospitality market. Entrepreneurial management able to react quickly to changes in the market environment The Group benefits from an entrepreneurial and long-serving management. DO & CO’s CEO, Attila Dogudan, founded the Group in 1981; the CCO, Michael Dobersberger, joined the Group in 1990. Klaus Petermann, the CFO, joined the Group in 2002, while the co-heads of the Airline Catering division, Harald Hrastnig and Wilfried Kainz, have been with the Group for 23 years and 14 years respectively. Management’s experience, together with their approach to flexible and efficient mana-gement, has allowed the Group to react quickly to the challenging market environment to manage costs and strengthen revenue generation. For example, in light of the reduction in services for AUSTRIAN due to the economic crisis, the Group undertook extensive re-organisation in the airline catering division during the fourth quarter of 2008/2009, leading to significant efficiency gains and an improved EBITDA margin of 10.2% in FY 2009/2010. Track record resulting in a strong capital and cash position

The Group has achieved an increase in sales from EUR 142.18 million in FY 2005/2006 to EUR 352.74 million in FY 2009/2010, at a CAGR of 25.5%. This sales increase was combined with an increase in EBITDA from EUR 11.10 million in FY 2005/2006 to EUR 36.03 million in FY 2009/2010, at a CAGR of 34.2%. These results were achieved, in part, through the formation and development of the TURKISH DO & CO joint venture in 2006. As a result, the Group benefits from a strong capital and cash position, with equity of EUR 102.18 million, no financial liabilities and net cash of EUR 57.29 million as at 30 September 2010. The Group’s strong capital and cash position means that it is in a position of taking advantage of acquisition opportunities as and when they arise and supports the Group’s strategic flexibility.

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13.3 Strategy

Management intends to continue to expand the Group’s international network while further increasing its margins. In the opinion of Management the added financial means it expects to receive through the Offering will enable it to demonstrate the necessary financial power and stability required to acquire additional high-volume contracts and to position itself for acquisition opportunities. The key elements of the Group’s strategy are: Focusing on customers and regions with potential for business development The DO & CO Group intends to further concentrate its business activities on clients and markets with perceived high potential for business development. In particular, Management looks to partner with airlines which attract an increasing number of passengers. The collaboration with network carriers such as THY, EMIRATES and ETIHAD in the Airline Catering division are examples of this focus. The Group is also focused on regions where, in the opinion of Management, economic growth rates are higher than on average and where there is increased demand for air travel and premium catering. Since its expansion into Turkey in 2006, Management is seeking to further develop its business in Turkey and the Middle East, while also focusing on airports in Europe and North America which are expected to continue to provide customer growth. Further strengthening the Group’s presence in Turkey

In the opinion of Management, Turkey will be the Group’s main driver of its business in the near-to-medium term. Through its joint venture with THY, the Group currently provides airline catering to THY and thus directly benefits from THY’s increasing passenger numbers and expected continued expansion. The Turkish Government forecasts the Turkish economy to grow by 6.8% in 2010 and 4.5% in 2011 (source: Reuters, http://www.forexyard.com/en/news/Turkey-raises-2010-economic-growth-rate-to-68-pct-2010-10-10T115112Z-UPDATE-2). Turkey also has a very favorable demographic profile with 43.7% of the population below the age of 25 years as compared to 27.2% for the EU-15 (source: EUROSTAT, http://epp.eurostat.ec.europa.eu/portal/page/portal/population/data/main_tables), and a low penetration of transportation infrastructure and services (source: EUROSTAT, http://epp.eurostat.ec.europa.eu/portal/page/portal/transport/data/main_tables), which, in the opinion of Management, provides long-term business potential. Since the liberalisation of the Turkish civil aviation industry in 2003, passenger numbers have increased significantly with a CAGR of over 25% annual growth for Turkish domestic passengers between 2003 and 2009 (source: Turkish Civil Aviation Authority, Directorate General of Civil Aviation, www.shgm.gov.tr) Hence, in the opinion of Management there are further business opportunities in the Turkish airline catering market. Over the past years, the Group has made significant investments in its infrastructure in Turkey and currently operates gourmet kitchens in eight key Turkish cities. The Group intends to continue its investment focus in Turkey. In particular, through its joint venture with THY, the Group has started a process for the conversion of two historic palaces on the Bosphorus in Istanbul into a hotel and restaurant facility. The hotel and restaurant, which are expected to open in 2012, will be operated under the “DO & CO” brand and are intended to serve as the flagship presence of the Group in Turkey. In the opinion of Management, this project constitutes a significant step expected to strengthen the Group’s brand reputation and image in Turkey. Leveraging existing relationships, infrastructure and brand awareness to develop business across divisions, clients and locations

Over the past years, the Group has been able to expand its product offering across its divisions to an increasing number of customers and has undertaken a significant expansion of its international network. Management intends to leverage the Group’s

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existing relationships and infrastructure to continue to develop its business across divisions, clients and locations. In the Airline Catering division, the Group currently provides catering to over 60 airlines, but often in a limited number of locations for each airline. Therefore, the Group is seeking to expand the provision of catering to the same airline in additional airports, based on its existing quality of service and product offering. As part of this strategy, the Group targets strategic customers at high frequency airports, seeking to expand its services and relationships throughout such airline’s network with a view, ultimately, to acquire a hub airline contract with such airline similar to its contracts with THY and AUSTRIAN. In this context, the DO & CO Group primarily targets airlines with increasing passenger numbers and market share, such as EMIRATES, CATHAY PACIFIC, ETIHAD and QATAR. In the International Event Catering division, Management will continue to focus on catering for major international sports events, such as the UEFA football championships, to further establish the Group as a leading event catering business operating internationally. The Group has been awarded the contract to cater at the EURO 2012 and is currently bidding for the catering contract for the Olympic Games 2012 (the result of which is expected to be announced by the end of 2010). These major global sports events are driven by few decision makers, namely the corporate sponsors on the one hand and the agencies organising the event on the other hand. While the corporate sponsors demand consistent quality globally, the agencies seek to rely on proven partners to deliver such quality. Management’s strategy is to leverage the Group’s existing relationships with key corporate sponsor clients in order to “pull” demand from such end-customers, while at the same time continuing to strengthen its existing relationships with the relevant event organisations. In the Restaurants, Lounges & Hotel division, the Group will seek to increase the number of lounges it operates in airports where it already has a food production facility. In pursuing this strategy, in 2010, the Group won the contract to run the EMIRATES lounge at London/Heathrow. Further, the Group currently participates in a number of tenders for airline lounges and Management expects to benefit from a recent trend in the industry with airlines looking for cost savings or differentiation through quality. Developing through joint ventures, entry into the retail sector and possible acquisitions In addition to organic business development, Management is striving to develop the Group’s business by means of co-operations with joint venture partners and through possible acquisitions. Management continuously analyses potential opportunities to enter new markets or business lines. Recently, the Group entered into a partnership with FORTNUM & MASON, intended to be the basis for an entry into the British hospitality market. Management also intends to enter into strategic co-operations with retail outlet providers and thus use the Group’s know-how and infrastructure to penetrate the retail market. As a first step, the Group has developed with the largest Austrian retailer, BILLA, a “shop-in-shop” concept and opened a first trial shop under its new brand “Henry – The Art of Living” inside an upmarket BILLA store in one of the prime locations in Vienna at the end of October 2010. Depending on the results of this market entry, Management intends to expand the Group’s activities in the retail food market under this brand. Apart from organic business development, Management continues to explore opportunities for acquisitions. Such opportunities would include acquiring businesses to further strengthen its divisions, principally the Airline Catering division, in particular by acquiring regions/businesses from existing airline catering competitors and/or buying established but underperforming businesses or undervalued brands.

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Further strengthening the Group’s image as an innovative brand business

Management seeks to continue focusing on quality in its products and services and use product and service development to further strengthen the Group’s image as a quality brand business and differentiate the Group from its competitors. As an example, in FY 2009/2010, the Group added to its “DO & CO Academy” in Istanbul, which provides training for the Group’s own staff as well as airline staff, true to original replicas of plane facilities of three different types of aircraft. The crew of THY are being trained by TURKISH DO & CO in these facilities. Additionally, the Company always tries to develop products and services tailored to each customer’s specific needs. Product and service development not only helps the Group to gain a strategic advantage but also enables its customers to distinguish themselves from their competitors and strengthen their market position. An example includes the intro-duction of "flying chefs", who actually cook freshly for passengers on board (as compared to re-heating pre-prepared food). The DO & CO Group is currently providing this service for business class passengers on long-haul flights of AUSTRIAN and business and first class passengers on long-haul flights of THY. Further developing its portfolio of brands

Management seeks to further develop the Group’s existing brands. As part of this strategy, Management expects to open a flagship DO & CO hotel and restaurant facility in Istanbul in 2012. It has also started a project for the conversion of a building in Vienna’s city centre into a flagship location, while it is currently in the process of seeking a new location to re-open a Demel café in New York City. In March 2010, the Group entered into a strategic joint venture with FORTNUM & MASON which it expects to serve as a vehicle to enter the British event hospitality market, combining the brand image and sales power of FORTNUM & MASON with the operational know-how of the Group. The joint venture had its first event in July 2010, catering to approximately 5,000 guests at the Tatton Flower Show. In addition, the Group will also seek to develop “younger” brands, designed to stand for quality and service, but in a lower price range. For example, the “Aioli” brand is designed to stand for southern flair and Mediterranean cuisine. “Henry – The Art of Living” is the most recent extension in the brand portfolio of the Group which has been rolled out at the end of October 2010. The brand will offer a broad choice of freshly prepared take-away-products from salads, fruits, sandwiches up to high-quality pastries focusing on organic food. Recognising that the Group’s brands are key to the continued development of its product offering, Management is set to continue to rigorously defend its existing intellectual property rights in its brands. Further maximising economies of scale and maintaining a flexible cost structure Management intends to continue seeking to maximise the synergies between its three business divisions to further improve margins. In particular, Management is seeking to attract additional Airline Catering clients and also to introduce business in its other divisions where the Group has established gourmet kitchens. For example, Management aims for larger order volumes through purchase pooling in order to reduce costs. By means of the existing and planned implementation of national and international hubs, Management is aiming to realise cost-saving potential through the optimisation of logistics (e.g. shorter transportation routes) and the development of more intensive regional supplier relations. Management tries to keep the Group’s cost structure as flexible as possible. A flexible cost structure on the one hand allows for cushioning of seasonal fluctuations especially in the Airline Catering division and the International Event Catering division and on the other

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hand for absorbing extraordinary market fluctuations caused by external factors. Furthermore, a flexible cost structure better allows the Group to quickly react to changes in demand and the market environment.

13.4 The Company and the structure of the Group

The Company was incorporated as a joint stock company in Austria in 1997 and became the parent company of the Group prior to, and in preparation for, its initial public offering on the Vienna Stock Exchange in 1998. The Company supports the business divisions by providing services in accounting, reporting and controlling, human resources and training, research and product development, marketing, legal services, central purchasing services and IT-systems. The Company attaches great importance to continuous product and service development in all divisions and high product and service quality.

The following shows certain highlights in the development of the Group: 1981 Establishment of the first restaurant in Vienna 1983 Event catering in Austria begins 1987 Airline catering in Austria begins 1989 Establishment of the production facility in 1110 Vienna, Dampfmühlgasse 5 1990 Opening of the DO & CO restaurant on Stephansplatz in the centre of Vienna 1992 Start of Formula 1 Grand Prix catering 1995 Start of airline catering at Malpensa airport in Milan 1998 Initial Public Offering of DO & CO shares, listing at the Vienna Stock Exchange 1999 Start of airline catering in New York 2000 Start of event catering in Munich and Frankfurt 2002 Acquisition of DEMEL VIENNA (the imperial confectionery in Vienna) 2003 Start of airline catering in London 2004 Start of the operation of LUFTHANSA’s first class lounges at Frankfurt airport Hospitality management of the EURO 2004 Football Championship in Portugal 2006 Start of the operation of restaurants in and catering at the British Museum, London Opening of the DO & CO hotel at Stephansplatz in the Vienna city centre Establishment of a joint venture with THY Acquisition of 9 airline catering units throughout Turkey from GATE GORUMET (as

of 1 January 2007) 2007 Acquisition of the airline catering, international event catering, business catering

and airport lounge businesses of Airest (now SKY GOURMET) in Vienna, Salzburg, Graz, Linz, Bratislava and Malta

2008 Hospitality management of the EURO 2008 UEFA Football Championship in Austria and Switzerland

2009 Opening of the Lufthansa Lounge at JFK airport, New York Start of hotel project “DO & CO palace” at the Bosphorus in Istanbul 2010 Establishment of a joint venture with FORTNUM & MASON London for the

provision of event catering services in the UK market Award of the hospitality management of the EURO 2012 UEFA Football

Championship in Poland and Ukraine in 2012 Start of airline catering for EMIRATES in London/Heathrow Opening of the first “Henry – The Art of Living” retail shop in Vienna

As of the date of this Prospectus, the Group consists of 47 members (see Chapter 15 “The Company - Group Structure”). It operates in three business segments, Airline Catering, International Event Catering and Restaurants, Lounges & Hotel.

13.5 Production/infrastructure

A core element of the Group’s business are its gourmet kitchens. Gourmet kitchens are food production facilities set up and staffed on the level of exclusive restaurants. The operations at these gourmet kitchens are run by qualified restaurant chefs

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and all meals, such as salads and cold meals, hot meals, sandwiches and deserts as well as cakes and pastries, are prepared with fresh ingredients only. These gourmet kitchens serve all three business divisions (Airline Catering, International Event Catering, Restaurants, Lounges & Hotels) as well as the Group’s expansion into the retail market (see Chapter 3 ”Risk Factors”). The gourmet kitchens thereby allow a transfer of the experiences, skills, developments and technologies derived from one business division to the other. The DO & CO Group currently operates 19 gourmet kitchens worldwide, nine of them in Turkey (Istanbul/Atatürk, Istanbul/Sabiha Gökçen, Ankara/Esenboğa, Adana/Şakir Paşa, lzmir/Adnan Menderes, Bodrum/Milas, Antalya, Dalaman and Trabzon), four in Austria (Vienna, Salzburg, Linz and Graz; a second one at the Vienna airport is currently used for logistics purposes only), two in Germany (Frankfurt and Munich; a third one in Berlin is currently not operative) and one each in Italy (Milan), USA (New York), UK (London) and Malta. In FY 2009/2010, these gourmet kitchens have produced more than 50 million meals in total. The gourmet kitchen in Istanbul/Atatürk has reached a utilisation rate of 90% to 95%. In the opinion of Management, an expansion of this and/or other existing gourmet kitchens requires an investment which correlates with the number of additional meals to be produced at a specific gourmet kitchen per year as follows: in order to increase capacity at a specific gourmet kitchen by 100,000 meals per year an investment of EUR 100,000.00 is necessary; however, in case that an additional new kitchen becomes necessary the investment requirement doubles. In addition to these units, the Group has, in particular with respect to its International Event Catering division, developed special skills and knowhow for setting up and operating temporary structures and kitchens which are capable of serving events around the globe. The Group is in a position to provide its services globally because it has stationed three complete sets of equipment for international events in Asia, Europe and the US which can be shipped to the respective event locations on short notice, such as for the Formula 1 events. Another core element are the Group’s “DO & CO Academies” in Vienna and Istanbul. At these academies the Group’s staff is trained directly by the Group to its own needs in all aspects of hospitality services. In Istanbul, the DO & CO Academy also trains the flight attendants of THY and “flying chefs” in providing TURKISH DO & CO’s onboard service to the passengers, using its training centre with true to original replicas of plane facilities of three different types of aircraft.

13.6 Airline Catering division

13.6.1 Range of services

Airline Catering services can be divided into three major groups of activities, namely core services, additional services and agency services. The Group’s ability to offer all of these services in its solution providing model allows its customers to select a range of these services as required.

13.6.1.1 Core services The core services consist mainly of the production and packing of food, the transportation of food and other items to the aircraft, the washing of equipment and waste management. Food items are usually prepared following suggestions made by DO & CO or according to the carrier's specifications in order to deal with a constant onboard product on a global scale. The menu cycles have a certain rotation over a given time frame to ensure that the passengers enjoy a broad variety of food. Detailed recipes serve as guidelines for food preparation. The range of meals offered is plentiful since ethnic and religious factors are taken into consideration according to passenger needs.

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All food, beverage, and equipment components need to be properly packed and taken onboard. Loading diagrams as well as galley plans help the caterer understand how and where to store trolleys and containers. Trolleys and containers serve as a storage and transportation device for all components. Highloaders (trucks which can lift their storage container) transport all trolleys and containers to the aircraft. The loading crew strips the incoming flight and loads the new flight. A dedicated supervisor – assisted by crew handover sheets – explains to the crew all components and provides the crew with all necessary information pertaining to the components and does the final check onboard. The equipment of the incoming flight is transported back to the catering unit, washed and stored until further use.

13.6.1.2 Additional services For some of its key airline customers, DO & CO also provides additional services, not necessarily in all airports but mainly in their hubs. These services include • the provision of beverages, • the handling of newspapers and drystores, • the management of duty-free items, • the handling of in-flight entertainment materials, • the washing and handling of blankets and similar materials, • the cleaning of the aircraft.

13.6.1.3 Agency services The DO & CO Group also provides a wide range of agency services to certain of its key airline customers. Concepts and products are individually designed to match the philosophy of each individual carrier, taking budget constraints, the network, as well as passenger demographics into consideration. These agency services include, among others, • the menu design, • the management of equipment, • the management of third party caterers • the provision of so-called “flying chefs” and • the training of the airlines’ crew. Supporting the customer with menu design means that a food concept and menu suggestions for passengers are developed and presented to the airline customer for decision making, having taken into account budget constraints and other specifications of the airline customer. Equipment management primarily encompasses the definition of the equipment needed and its selection and handling. Airline catering equipment contains a wide range of different elements such as trolleys, trays, containers, glasses and cutlery. These elements can be rotable (i.e. to be re-used after washing) or disposable (i.e. to be disposed after its use). On demand, DO & CO supports its airline customers also with the selection of suppliers, purchasing and warehousing. By managing third party caterers, the DO & CO Group supports its airline customers with its knowledge in finding the appropriate suppliers for them, providing for consistent quality of food and service globally. The management of third party caterers is usually necessary at airports where the DO & CO Group has no facilities to serve the client itself. “Flying chefs” are chefs employed by DO & CO providing on-board services for business and first class passengers of AUSTRIAN and THY on long-haul flights. They work together with the cabin crew preparing and presenting the food during the flight. “Flying chefs” create no additional cost burden for the airlines since they are usually replacing flight attendants.

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The training and instruction of flight attendants and “flying chefs” as part of the cabin crew, is conducted in the DO & CO Academies.

13.6.2 Customers in Airline Catering

13.6.2.1 Key customers

The DO & CO Group has three types of key customers: Firstly, the Turkish and Austrian home carriers, THY and AUSTRIAN, to which it provides the full scope of its services at their respective main hubs in Istanbul/Atatürk and Vienna respectively. Secondly, major airlines, namely EMIRATES and ETIHAD, which the Group originally has acquired as customers at one specific airport only and with which the Group has over time significantly expanded its business relationship to presently include airline catering at six and five airports respectively at which the Group is operating a gourmet kitchen. Thirdly, NIKI and BRITISH AIRWAYS are, due to the sales which the Group generates with each of them, key to the airline catering activities in Austria and London Heathrow respectively. These six key customers represented approximately 60% of the group’s total sales in FY 2009/2010 (see Chapter 3 “Risk Factors - The DO & CO Group's business is concentrated with a few key clients in the Airline Catering division and depends on the continuation of major airline catering contracts with these clients”). THY In 2007, TURKISH DO & CO, the DO & CO Group’s joint venture with THY, entered into an airline catering agreement with THY for the provision of airline catering goods and services in respect of domestic flights within Turkey and international flights departing from Turkey. Under a protocol executed in 2009, this airline catering agreement was amended to cover, among others, the management, storage and securing of catering equipment. Currently, TURKISH DO & CO provides the full range of its services to THY, namely the core services, additional services as well as agency services (see Chapter 13.6.1 “Range of Services”). Save for either party’s right to terminate this agreement according to Swiss law as the governing law of the agreement, this airline catering agreement has been concluded for a term of five years, valid until 31 December 2011. For more information on this airline catering agreement see Chapter 16.2.3 “Related Party Transactions – Agreements with THY” and for possible restrictions under Turkish anti trust law in connection with an extension of this airline catering agreement see Chapter 3 “Risk Factors – The DO & CO Group may be subject to restrictions under anti trust laws, which could adversely affect its business”. After commencing return catering for THY in FY 2007/2008, DO & CO extended this service in FY 2008/2009 to over 75 destinations. In December 2008, DO & CO began first class catering on THY flights. The passengers in first class are treated to exquisite national and international meals. Anadolu Jet, the low-fare carrier brand of THY, commenced its business in April 2008. This airline uses the international airports at Ankara/Esenboğa and Istanbul/Sabiha Gökçen as its hubs and has DO & CO provide catering services (primarily involving handling, rather than preparation). AUSTRIAN In March 2007, DO & CO entered into an airline catering agreement with AUSTRIAN for their entire airline catering services for all domestic flights and international flights departing from Austria (with the exception of flights departing from Innsbruck) as well as for agency services with respect to airline catering services to be retained by AUSTRIAN outside of Austria. Under the airline catering agreement, DO & CO provides the full range of its services to AUSTRIAN, namely core services, additional services as well as agency services. Pursuant to this agreement, the DO & CO Group may not provide airline catering services under the brand ”DO & CO” to other Austrian aircraft operators and other non-Austrian aircraft operators on routes operated in competition to AUSTRIAN (with the

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exclusion of those non-Austrian aircraft operators which have been catered by DO & CO prior to execution of the airline catering agreement with AUSTRIAN). The original agreement was concluded in March 2007 for a term until 31 December 2010. In connection with the economic crisis and its effects on AUSTRIAN, during 2009, the parties negotiated changes in services and a reduction in prices under the airline catering agreement. On 22 June 2009, the parties entered into an amendment to the airline catering agreement, providing for a reduction in prices and changes in services as per 30 October 2008 (see also Chapter 3 “Risk Factors - Risks Relating to the DO & CO Group’s Business - The DO & CO Group's business may be affected by risks associated with the aviation industry, such as cyclicality of the aviation industry, fuel price increases, taxation, airport and security charges, terrorist attacks and military conflicts, epidemics and natural disasters, aviation accidents and perceptions of safety and The global financial and economic crisis has affected the DO & CO Group's business and is likely to affect the DO & CO Group's business for as long as the challenging conditions persist” and Chapter 11 “Operating and Financial Review”). In December 2009, the airline catering agreement was extended for another four-year term as of 1 January 2010. Save for either party’s right for termination because of important reason, the agreement may thus not be terminated before 31 December 2014. AUSTRIAN has an option to extend the agreement for another term of four years until 31 December 2018.

EMIRATES In 2002, DO & CO ITALY started providing airline catering services to EMIRATES at Milan’s Malpensa airport. The DO & CO Group has since continuously expanded its business relationship with EMIRATES and currently provides airline catering services to EMIRATES at Vienna, Frankfurt, New York/JFK, Istanbul/Atatürk, Milan/Malpensa and, since July 2010, London/Heathrow. For each of these locations (except for London-Heathrow), separate but standardized airline catering agreements have been concluded by the local subsidiary of the DO & CO Group; no written agreement for provision of airline catering services at London/Heathrow has been concluded as of the date of this Prospectus. The range of services provided to EMIRATES by the DO & CO Group include core services and additional services. The services rendered to EMIRATES further include the airline catering for Airbus A380 flights with expanded services, including bar services for example. The airline catering agreements are generally concluded for three year terms and may be terminated by either party with 60 days advance notice. Subject to such earlier termination, the airline catering agreements for the provision of airline catering services in Vienna ends 28 February 2011, in New York ends 30 June 2012, in Istanbul ends 28 February 2011, in Frankfurt ends 31 May 2012, and in Milan ends 30 June 2011.

ETIHAD In 2006, DO & CO NEW YORK started to provide airline catering services to ETIHAD at the New York JFK airport. The DO & CO Group has since expanded its business relation-ship with ETIHAD and currently provides airline catering services to ETIHAD at Munich, Frankfurt, Istanbul/Atatürk, London/Heathrow and Milan/Malpensa. For each of these locations, separate but standardized airline catering agreements have been concluded by the local subsidiary of the DO & CO Group; The range of services provided to ETIHAD by the DO & CO Group include core services and additional services. The airline catering agreements are generally concluded for three or four year terms and may be terminated by either party with 90 days advance notice. Subject to such earlier termination, the airline catering agreements for the provision of airline catering services in Frankfurt ends 30 November 2013, in Munich ends on 30 April 2012, in Istanbul ends 31 May 2013, in London-Heathrow ends 30 September 2011 and in Milan ends 1 December 2013.

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NIKI Since 2003, AIOLI AIRPORT, a member of the Group, provides airline catering services to NIKI. In April 2009, AIOLI AIRPORT entered into an airline catering agreement with NIKI for its entire airline catering services for all domestic flights and international flights departing from Austria as well as for certain additional and agency services. The services to NIKI are provided under the brand “Demel”. The airline catering agreement has been concluded for a period of three years and is renewed for consecutive periods of one year until terminated with six months advance notice. BRITISH AIRWAYS DO & CO LONDON supplies all meal units that BRITISH AIRWAYS orders for its Club Europe (business class on flights within Europe) service at London/Heathrow airport. The provision of airline catering services to BRITISH AIRWAYS at London/Heathrow airport for short and medium haul flights is organized in the following manner: BRITISH AIRWAYS has awarded DHL with the airline catering account; DHL has subcontracted the provision of foods to a subsidiary of NORTHERN FOODS, who in turn has subcontracted the provision of foods for the business class to DO & CO LONDON. In April 2009, DO & CO LONDON entered into an airline catering agreement with a subsidiary of NORTHERN FOODS for a period until 31 March 2013. NORTHERN FOODS has the option to amend the services provided by DO & CO LONDON insofar as it may choose to provide hot meals itself or by a third party; such option may be exercised by giving six months advance notice (however not earlier than 30 September 2011), as a consequence of which the charges for the remaining services provided by DO & CO LONDON will increase.

13.6.2.2 Customers in Austria

In Austria, the Airline Catering division’s most important customer is AUSTRIAN, followed by NIKI and EMIRATES. Apart from AUSTRIAN, NIKI and EMIRATES, the major clients in this division within Austria include QATAR, KOREAN, AIR CHINA, and EVA AIR. The airline catering activities in Austria contributed 31.5% of total sales in the Airline Catering division in FY 2009/2010.

13.6.2.3 Customers in Turkey

In Turkey, the Airline Catering division’s most important customer is THY. Other major clients in this division within Turkey include EMIRATES, ETIHAD, QATAR, SINGAPORE AIRLINES, BRITISH AIRWAYS, IBERIA, PEGASUS, ONUR AIR, HÜRKUŞ, AIR KARGO, GOZEN AIR and ANADOLU JET. The airline catering activities in Turkey contributed 48.9% of total sales in the Airline Catering division in FY 2009/2010. Given that the Group’s joint venture with THY is fully consolidated in the Group’s consolidated accounts, 100% of the sales of TURKISH DO & CO are included in these figures.

13.6.2.4 Customers in London

Apart from EMIRATES and (indirectly via NORTHERN FOODS) BRITISH AIRWAYS, the major clients in this division within England include THY, ETIHAD, CHINA AIR and CYPRUS. In particular with regard to its clientele from Turkey and the Middle East, DO & CO LONDON has established a modern halal kitchen as part of its London gourmet kitchen.

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13.6.2.5 Customers in New York In New York, the clientele of DO & CO NEW YORK are international carriers offering long haul flights from the JFK airport to Europe, Middle East, Africa and Asia. Approximately 34% of the total sales in the Airline Catering division in the USA are generated from the business relationship with EMIRATES. Other major clients in New York are CATHAY PACIFIC, THY, AUSTRIAN, SOUTH AFRICAN and ROYAL AIR MAROC. The catering contracts with these clients are typically entered into for periods of three to five years.

13.6.2.6 Customers in Milan

In Milan, DO & CO acquired several new national and international customers in recent years (AIR ITALY, ETIHAD, CATHAY PARCIFIC, SINGAPORE). Other major clients in this division within Italy include THY and EMIRATES.

13.6.2.7 Customers in Germany

In Frankfurt, DO & CO FRANKFURT has expanded its business to EMIRATES, QATAR, BRITISH AIRWAYS, OMAN AIR, PIA, ETIHAD, ADRIA. In Munich, DO & CO has ETIHAD, OMAN AIR and QATAR as customers.

13.6.2.8 Customers in Malta In Malta, DO & CO has AIR MALTA and RYANAIR as customers.

13.7 International Event Catering division

13.7.1 Range of services

The DO & CO Group offers its services for events of various sizes - from small private parties to large events with up to 250.000 guests (such as the EURO 2008). The services of the Group range from providing only catering services to taking over the responsibility for the entire organisation and design of large scale events. The hospitality management product embraces all stages of event planning – from the first concept development up to the provision of complete event services, from logistics planning to event execution, from financial budgeting to sponsor management. DO & CO’s ability to provide a comprehensive product portfolio represents an essential competitive advantage in big events. DO & CO’s range of services includes: Planning, organisation and design of events Taking factors such as specific requests of clients and their respective goals for the event as well as target group and event environment into account, DO & CO plans and organises individual events under a suitable comprehensive theme. In particular with respect to corporate strategy and product philosophy as well as the culture of a client, its partners and sponsors, specific event elements are given special emphasis to. Based on the individual event theme the DO & CO Group offers its clients both, the planning and the execution, including the complete staging of the event by drawing up and presenting an entertainment concept, planning and execution of design and communication. Provision of food, beverages and service The actual catering of the event, i.e. the provision of food and beverages as well as well trained international staff, is the core service offered by the DO & CO Group. At national and international events, most of the food is prepared at DO & CO Group's nearest production facility. For all event locations around the globe, the Company can rely on a long-term experience in setting up temporary kitchen facilities using its three complete, complementary sets of equipment stationed in Asia, Europe and the US. All services in connection with international events are considered as an essential quality feature of the

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DO & CO Group and are carried out by the Group’s own employees from regional pools having been trained by the Group over the years and worked at individual local and international events. Provision of equipment, logistics and personnel services In addition to providing special catering equipment, the DO & CO Group furthermore offers the complete management and provision of technical services such as tenting and infrastructure for fixed and temporary facilities including power, water, lighting, flooring, decoration and flowers, furniture and others in cooperation with diverse partners. Further, all personnel services such as the provision of hostesses as well as security and cleaning personnel is offered by DO & CO in order to present an all-embracing event product. Event consulting DO & CO advises clients on the overall co-ordination of large events. The City of Vienna, for example, has retained the DO & CO Group since 1992 on an annual basis to plan and co-ordinate the catering of the film festival held at the City Hall Square (Rathausplatz). The City of Vienna, as organizer of this open-air opera and concert film festival, sought a competent partner for large-scale catering being capable of planning food and beverages services for up to 15,000 people per day while ensuring high standards of food quality and hygiene. The festival is carried out together with catering firms operating on their own account, who concentrate fully on their products, while DO & CO is responsible for the supply of all equipment (e.g., kiosks, tables, seating, glasses, plates) and the necessary infrastructure (e.g., electricity and water). DO & CO receives a fixed fee for its consulting services. Profits over and above this fixed fee are transferred to the City of Vienna.

13.7.2 Key customers in International Event Catering

DO & CO takes care of private customers and corporate clients and is a provider of event services for global sport marketing agencies and international sporting federations. Although long-term agreements with customers in the International Event Catering division are the exception, DO & CO can look back on long lasting partnerships with some of the main global event organisations. DO & CO started with the catering for Formula 1 Grand Prix races in 1992. The number of Grand Prix Events catered for has since been increased and sum up to 14 to 17 per year. The DO & CO Group has a long time business relationship with the European Football Federation UEFA and has provided catering services in connection with the EURO 2004 in Portugal as well as with the EURO 2008 in Austria and Switzerland. At the EURO 2008, the largest DO & CO event ever, the DO & CO Group was in charge of catering for more than 135,000 visitors to the VIP areas and a further 137,000 visitors during the tournament at the eight stadia in Austria and Switzerland. It was also responsible for all tent setup and for providing appropriate infrastructure such as water, electricity, equipment, furniture, decorations and flowers. In addition, it was responsible for hostess, security and cleaning services. In April 2010, the Company signed a contract for the provision of the hospitality management for the EURO 2012 in Poland and the Ukraine, including full services for catering, complete logistics and infrastructure, entertainment and personnel services. Furthermore, DO & CO has been the catering partner for the UEFA Champions League Finals from 2004 to 2006 as well as since 2009 being the culinary host for up to 13,000 guests per year.

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Besides these two major clients, DO & CO provides event services at the following sport events: ATP Tennis Masters (since 2002 with up to 38,000 guests per year), horse riding CHIO Aachen (since 1996 with up to 12,000 guests per year), skiing race Kitzbühel (since 1999 with up to 5,000 guests per year). Furthermore DO & CO can look back on event experience with the America’s Cup in Valencia, the World Golf Championships in Valderrama as well as being the culinary host of the Austrian houses at the Olympic Games in Athens, Turin and Vancouver. In September 2010, DO & CO provided VIP catering services at the FIBA Basketball World Championship in Istanbul.

13.8 Restaurants, Lounges & Hotel division

13.8.1 Restaurants and bars

The restaurants and bars operated by the DO & CO Group are in the top segment of the market. They are an image builder and marketing instrument for the entire DO & CO Group and are thus of particular importance to the Group. The high quality of the meals and beverages offered, and the individual, customer-oriented service together with, in the opinion of the Management, a favorable price-performance ratio, is aimed at a highly demanding customer segment. Most of the services requiring direct customer contact are provided by young graduates of hotel schools, or by students who have received their training in the DO & CO Academy. All staff speak several languages which contributes to top quality customer service. In addition, it is part of the concept of all DO & CO restaurants to be in prime locations. For this reason, the flagship DO & CO restaurant and the Onyx bar are located on St. Stephan's Square (Stephansplatz) in one of Vienna's most central locations. The “Demel” brand was established in 1781; it stands for upmarket cafés with century old tradition in patisserie and confectionary art. Handcraft confectionary down to the smallest detail is still one of its attributes. The DO & CO Group operates ten restaurants/cafés under the brand “DO & CO”, two restaurants/cafés under the brand “Demel”, one café under the brand “Griensteidl” and one bar under the brand “Onyx Bar”. In particular, the DO & CO Group operates restaurants/cafés and bars at the following locations: DO & CO STEPHANSPLATZ operates the DO & CO restaurant, the Onyx bar and the DO & CO hotel at the premises in the Haas Haus, Stephansplatz 12, A-1010 Vienna. In this context, DO & CO STEPHANSPLATZ has entered into a long-term lease agreement with UNIQA (which is partly owned by Raiffeisen Zentralbank Oesterreich AG in which RLB NÖ-WIEN and therefore indirectly RAIFFEISEN HOLDING holds a participation which in turn is a parent company of DZR, one of the principal shareholders of the Company) as landlord. Save for either party’s right for termination because of important reason, this lease agreement is effective until 31 December 2025; in addition, DO & CO STEPHANS-PLATZ has been granted an option to extend the lease agreement by an additional term of ten years, hence, until 31 December 2035. DO & CO ALBERTINA operates the upscale restaurant in the "Albertina" gallery in Vienna on the basis of a lease agreement which is effective until March 2013. DO & CO BADEN has entered into a lease agreement with CASINOS AUSTRIA for the operation of bars and cafés/restaurants in the casino in Baden. This lease agreement has been concluded for an indefinite period but may be terminated subject to six months written notice. DO & CO MUSEUM has been granted the exclusive right to supply services at the restaurants in the British Museum and the right to supply services at events in the British Museum. In this context, DO & CO MUSEUM has entered into an agreement with The Trustees of the British Museum. Save for either party’s right for termination because of important reason, the agreement is effective until April 2012; under certain circumstances DO & CO MUSEUM has the option to renew the agreement for an additional term of four years. DO & CO LONDON guaranteed the fulfilment of DO & CO MUSEUM’s obligations under this agreement.

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DO & CO OP RESTAURANT services three culinary establishments in the BMW World in Munich, ranging from a coffee bar to a restaurant. DO & CO has entered into a lease agreement with BMW for a period of five years, effective until September 2012. Due to the fact that the location has, specifically after the economic downturn of FY 2008/2009, not met DO & CO’s expectations, an early termination of its operations at the BMW World in Munich prior to September 2012 is possible. DEMEL VIENNA operates the cafe/restaurant and confectionery “Demel” and the "Café Griensteidl", both located in the centre of Vienna. Both underlying lease agreements have been concluded with RAIFFEISENLANDESBANK as landlord, are concluded for an indefinite period of time and can only be terminated by the landlord for important reason. RAIFFEISENLANDESBANK is an affiliate of RAIFFEISEN HOLDING which indirectly is a shareholder of DO & CO; see also Chapter 16 ”Related Party Transactions and Certain Relationships”. DO & CO has entered into a lease agreement with UNIQA for the premises of the former "Cafe Glockenspiel” in Salzburg. This lease has been concluded for an indefinite period of time and may only be terminated by UNIQA for important reason as set forth under the Austrian Tenancy Act (Mietrechtsgesetz). DO & CO has waived its right to terminate the lease agreement prior to 30 November 2015. UNIQA has granted DO & CO the right to let DEMEL SALZBURG use the premises for the operation of a DEMEL café/restaurant and confectionary. DO & CO has made use of this right so that DEMEL SALZBURG is currently operating the DEMEL café/restaurant and confectionary. In November 2008, “Demel”, the DO & CO’s Group oldest and most venerable brand, opened a Demel café at the Plaza Hotel on 5th avenue and Central Park in New York City. Due to the fact that the location has not met the expectations DEMEL NEW YORK, the shop was closed at the end of March 2010 DEMEL NEW YORK intends to reopen a Demel café in New York as soon as suitable location is found. As of 1 April 2010, the Company has leased from PS DOGUDAN (one of its founders being Mr. Attila Dogudan, CEO of the Company; see Chapter 16 “Related Party Transactions and Certain Relationships”) the premises at Akademiestraße 3, A-1010 Vienna. This lease has been concluded for an indefinite period of time. Pursuant to the terms and conditions of the lease agreement, the Company has waived its right to terminate the lease agreement prior to 31 March 2020. The Company is obliged to pay the rent (adjusted for inflation) plus the operating costs and to maintain the building in good order. The Group has started a project for the conversion of this building into a flagship location with various restaurants, retail shops as well as event and meeting facilities.

13.8.2 Airport lounges

In the lounge business, DO & CO is the service provider of either the carrier or the airport operator with focus on the premium airline segment. In the past years DO & CO has established itself successfully as local partner of airlines on some of the world’s most important airports. In collaboration with the airline customer, integrated service concepts are developed and implemented. In particular, the DO & CO Group operates restaurants and bars at the following locations:

At Vienna International Airport, DO & CO operates five lounges of AUSTRIAN with a capacity of approximately 600,000 guests per year. This operation is subject to the airline catering agreement concluded between DO & CO and AUSTRIAN. At Frankfurt airport, DO & CO LOUNGE operates three lounges of LUFTHANSA. Save for either party’s right to terminate for important reason, the agreement between DO & CO LOUNGE and LUFTHANSA is effective until 31 December 2012. At the New York/JFK airport, DO & CO NEW YORK operates the lounges of EMIRATES and LUFTHANSA. The agreement between DO & CO NEW YORK and EMIRATES was renewed until 2012 but may be terminated by either party giving the other party 60 days

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prior notice. The agreement between DO & CO NEW YORK and LUFTHANSA is for the period until the end of 2011 and provides passengers of Star Alliance (LUFTHANSA, AUSTRIAN, THY and AIR CHINA and others.) with a full range of culinary offerings on three different floors. At Adana/ Şakir Paşa airport, the first airport lounge operated by TURKISH DO & CO in Turkey opened in May 2010. The underlying services agreement with THY is effective until 10 May 2012. At the London/Heathrow airport, DO & CO started the operation of the lounge of EMIRATES in October 2010.

13.8.3 Hotel

DO & CO wants to establish itself as a boutique hotelier. Currently, the DO & CO Group operates one hotel with 45 rooms in the city centre of Vienna right opposite the St. Stephen’s Cathedral, which opened in 2006. A new project of a hotel in Istanbul is currently in the planning process. Planning and pre-construction permit procedures are underway for a boutique hotel with approximately 100 rooms on the Bosphorus. The intention is to create the first DO & CO hotel in Istanbul in two buildings protected as historic monuments in the Ortaköy district. The project was awarded to the Group’s joint venture with THY, TURKISH DO & CO, following a tender organised by the Istanbul Special Provincial Administration as the landlord, and will be carried out through TURKISH DO & CO. An opening is planned for late 2012 provided all necessary layout, restitution and renovation plans, and subsequently the construction license are issued on schedule and with positive results (see Chapter 3 “Risk Factors - The business of the Group is exposed to an integration and expansion risk” and Chapter 13.11.6 “Real Property – Other Material Leases of DO & CO Group in Istanbul“).

13.8.4 Staff restaurants

In order to provide comprehensive catering services to its customers the Group also operates staff restaurants.

In particular, the DO & CO Group operates staff restaurants at the following locations: DO & CO entered into a preliminary agreement with UNIQA in 2003 to establish a joint venture to operate a bistro and other hospitality and conference services at the UNIQA tower in 1020 Vienna. For this purpose, DO & CO and UNIQA have established DO & CO PLATINUM; 90% of the shares in DO & CO PLATINUM are held by DO & CO while the remaining 10% are held by UNIQA. DO & CO PLATINUM has been operating the bistro, a coffee shop and different hospitality services in the UNIQA tower since 2004. A final written agreement on these operations has, however, not yet been executed. Additionally, SKY GOURMET serves the staff of AUSTRIAN at four restaurants at the Vienna International Airport; the Group further serves the staff of CASINOS AUSTRIA in Baden near Vienna and the staff of Österreichische Lotterien in Vienna. In London, DO & CO MUSEUM serves the staff of the BRITISH MUSEUM.

13.9 Intellectual property

The DO & CO Group has registered the trademarks and brand names of “DO & CO”, “Aioli”, “Demel” and “Henry - The Art of Living” in Austria and in other jurisdictions. In particular, the trademarks “DO & CO” and “Aioli” are registered as European Community trademarks, as international trademarks valid in more than 30 jurisdictions and as a national trademark in USA and Japan; the trademark “DO & CO” is also registered as a national trademark in Turkey and Canada. The trademark “Demel” is (among others) registered as an international trademark and as a national trademark in Japan. National

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trademarks with the component “Demel” are registered in USA and Canada. In April 2010, DO & CO filed an application for the registration of its trademark “Henry - The Art of Living” as a national trademark in Turkey; the registration is pending.

13.10 Employment matters

The following table sets forth for each of its divisions and in total the average number of employees the DO & CO Group employed during each of the periods indicated:

Employees BY DIVISION

six months ended

30 September 2010

FY

2009/2010

FY

2008/2009

FY

2007/2008

Airline Catering 2,905 2,597 2,580 2,867

International Event Catering 385 341 586 210

Restaurants, Lounges & Hotel 504 604 669 697

Total 3,794 3,542 3,835 3,774

Source: internal records of the Group

audited

The following table sets forth by geographical region and in total the average number of employees the DO & CO Group employed during each of the periods indicated: Employees BY REGION

six months ended

30 September 2010

FY

2009/2010

FY

2008/2009

FY

2007/2008

Turkey 1,845 1,631 1,420 1,389

Austria 1,169 1,164 1,554 1,586

Germany 211 212 281 259

UK 221 198 220 196

USA 250 258 259 249

Rest of the World 98 79 101 95

Total 3,794 3,542 3,835 3,774

Source: internal records of the Group

audited

At the end of FY 2009/2010 and at the end of the six months ended 30 September 2010 the aggregated number of employees of the DO & CO Group amounted to 3,507 and 3,877 respectively. In addition, in FY 2009/2010 the Group had an average temporary workforce of 398 full time equivalents, consisting of 152 temporary employees and 246 outsourced staff. The following are the collective bargaining agreements applicable to the respective employees of the DO & CO Group in the major countries of operation: Austria: Collective bargaining agreement of the hotel and guest industry (Kollektiv-

vertrag für das Hotel- und Gastgewerbe) / applicable to all Austrian employees of the DO & CO Group except confectioners.

Collective bargaining agreement of the confectioner industry (Kollektivvertrag

für das Konditorgewerbe) / applicable to the confectioners at DEMEL VIENNA. Italy: Collective bargaining agreement for the catering business (Contratto

Collectivo Nationale Lavoro Assocatering). Germany: No applicable collective bargaining agreement. England: No applicable collective bargaining agreement. New York: Labour relations with respect to white collar employees (exempt and Non

Union hourly staff): DO & CO International-Employee Manual 1/2/2006 and applicable federal and State labour laws and regulations.

Labour relations with respect to blue collar employees (hourly worker): Collective Bargaining Agreement, valid from 13 September 2009 to 12 September 2012, between DO & CO NEW YORK and Local 348-S United Food and Commercial Workers Union American Federation of Labour and Congress of Industrial Organizations.

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Turkey: Collective Bargaining Agreement for TURKISH DO & CO, executed with the Turkish Union of Hotels, Restaurants and Leisure Areas in October 2008 for a term which ended on 30 September 2010; TURKISH DO & CO has started negotiations with the Turkish Union of Hotels, Restaurants and Leisure Areas for a new collective bargaining agreement which, as of the date of the Prospectus, have not been concluded yet.

The DO & CO Group has, apart from any such rights by law or under collective bargaining agreements, not granted any pension rights or pension plans to its employees provided, however, that two former employees of SKY GOURMET have been granted such pension rights. At present, among the Austrian companies of the DO & CO Group only SKY GOURMET and DEMEL VIENNA have works councils. No works council has been established at the level of DO & CO. Under the Austrian Labour Constitution Act (Arbeitsverfassungsgesetz), the employees of a business unit with five or more employees may establish a works council. Members of such a works council are extensively protected against the termination of their employment. The rights of works councils are broad and include the Management’s obligation to hear the works council prior to terminations of employees and to negotiate agreements with it in case that a substantial number of employees is to be dismissed. In addition, the works council is entitled to representation on the Supervisory Board. For each two members of the Supervisory Board which are elected or delegated by the share-holders, the works council may delegate one representative; in case of an odd number of Supervisory Board members elected or delegated by the shareholders, the works council is entitled to delegate one representative in addition to the number of representatives it may otherwise have. The establishment of a works council does not require the consent of the Management or the Company and may be established at any time with the corresponding implications described above. Since DO & CO’s founding there have not been any interruptions in operations because of strike actions.

13.11 Real property

13.11.1 Headquarters of the DO & CO Group in Vienna

The Company’s current head office and manufacturing buildings at A-1110 Vienna, Dampfmühlgasse 5, are owned by PS DOGUDAN (a private foundation under the Austrian Private Foundations Act (Privatstiftungsgesetz) whose founder and co-beneficiary is Mr. Attila Dogudan, Chief Executive Officer of DO & CO) and were leased to DO & CO PARTY-SERVICE in 1989. The premises include office space and manufacturing areas totalling to 4,961 m². The lease is valid for an indefinite period of time. Pursuant to the lease agreement, DO & CO PARTY-SERVICE is obliged to pay the rent (adjusted for inflation) plus the operating costs and to maintain the building in good order.

In 2004, DO & CO PARTY-SERVICE has additionally leased from PS DOGUDAN the premises at Dampfmühlgasse 6-8, A-1110 Vienna, with office and storage space of 1,312 m² in total. This lease has been concluded for an indefinite period of time; DO & CO PARTY-SERVICE has waived its right to terminate the lease agreement prior to 31 December 2013. Pursuant to the terms and conditions of the lease agreement, DO & CO PARTY-SERVICE is obliged to pay the rent (adjusted for inflation) plus the operating costs and to maintain the building in good order.

In 2008, DO & CO PARTY-SERVICE has additionally leased from PS DOGUDAN the premises at Dampfmühlgasse 3, A-1110 Vienna, with space of 732 m² in total. This lease has been concluded for an indefinite period of time. Pursuant to the terms and conditions of the lease agreement, DO & CO PARTY-SERVICE is obliged to pay the rent (adjusted for inflation) plus the operating costs and to maintain the building in good order. See also Chapter 16.2 “Related Party Transactions”.

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13.11.2 SKY GOURMET premises at the Vienna International Airport

Through SKY GOURMET, the DO & CO Group is able to use premises directly at the Vienna International Airport. The premises at the Vienna International Airport include manufacturing areas totalling approximately 19,000 m². The lease is valid for an indefinite period of time; DO & CO and AUSTRIAN, as the landlord, have waived their right to terminate the lease prior to 31 December 2024.

13.11.3 TURKISH DO & CO premises at Turkish airports

TURKISH DO & CO has entered into a lease agreement with DHMI, the state economic enterprise vested with the authority to administer the majority of the airports in Turkey, for the premises at the following airports: Istanbul/Atatürk, Ankara/Esenboğa, Adana/Şakir Paşa, lzmir/Adnan Menderes, Bodrum/Milas, Antalya, Dalaman and Trabzon. This lease was executed for a term of 4 years and is effective until 31 December 2011, subject to annual extensions. Payments to be made under the lease agreement are annually revised by DHMI on the basis of the applicable DHMI tariffs and the consumer price index or imputed value to the extent no tariff is applicable. Under the agreement DHMI reserves the right to terminate the agreement upon 30 days’ notice based on service requirements or to request relocation of TURKISH DO & CO by taking necessary precautions to keep its operations undisturbed, upon 60 days’ notice. TURKISH DO & CO has entered into an agreement with HEAŞ, a private entity operating Istanbul/Sabiha Gökçen airport, relating to premises at Istanbul/Sabiha Gökçen. This lease is effective until 1 March 2011.

13.11.4 DO & CO LONDON premises adjacent to the London/Heathrow airport

DO & CO has entered into an underlease agreement with GATE GOURMET for premises adjacent to the London Heathrow airport. The premises include production and office space of approximately 4,000 m² in total. This underlease is effective until 23 March 2035. Immediately adjacent to these premises, DO & CO LONDON has leased from Airport Industrial GP Limited and Airport Industrial Nominees Limited production premises of approximately 3,000 m². This lease is effective until 23 March 2035. Roughly 50% of these premises are sub-leased to LASTING IMPRESSIONS.

13.11.5 Other material leases of the DO & CO Group in Vienna

The flagship DO & CO Restaurant, the Onyx Bar and the hotel are located in the Haas-Haus, a famous building found in one of Vienna's most central locations, namely the Stephansplatz directly opposite of St. Stephen's cathedral. In this context, DO & CO STEPHANSPLATZ has entered into a long-term underlying lease agreement with UNIQA. Save for either party's right for termination for important reason, this lease agreement is effective until 31 December 2025; in addition, DO & CO STEPHANSPLATZ has been granted an option to extend the lease agreement by additional ten years, hence, until 31 December 2035. Finally, the landlord has undertaken to offer to DO & CO STEPHANS-PLATZ all other premises in this building before renting them out to another tenant. DEMEL VIENNA has entered into lease agreements with RLB NÖ-WIEN (or its affiliates) in respect of the premises used by the DEMEL cafe/restaurant and confectionary DEMEL in Vienna. The lease agreements have been concluded for an indefinite period of time and can only be terminated by the landlord for important reason. RLB NÖ-WIEN is an affiliate of RAIFFEISEN HOLDING which, through its subsidiary DZR, is indirectly a shareholder of DO & CO. As of 1 April 2010, the Company has leased from PS DOGUDAN the premises at Akademiestraße 3, A-1010 Vienna. This lease has been concluded for an indefinite period of time. Pursuant to the terms and conditions of the lease agreement, the Company has waived its right to terminate the lease agreement prior to 31 March 2020. The Company is

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obliged to pay the rent (adjusted for inflation) plus the operating costs and to maintain the building in good order.

13.11.6 Other material leases of the DO & CO Group in Istanbul

TURKISH DO & CO has entered into an agreement with the Istanbul Special Provincial Administration for the renovation, reconstruction and operation of the premises on which the DO & CO palace hotel and restaurant shall be established. Pursuant to the terms of the agreement, TURKISH DO & CO is required to return the premises to the administration free of charge and without any claims for compensation, and in operational condition at the end of the 25 years following the delivery of the site to TURKISH DO & CO which took place on 12 January 2009. The obligations of TURKISH DO & CO under the agreement are supported by a bank letter of guarantee in an amount of TRY 324,000 (approximately EUR 163,043) corresponding to 6% of the current annual rental fee and a deposit amount delivered to the administration in the form of a bank letter of guarantee in an amount of TRY 16.2 million (approximately EUR 8.2 million) corresponding to the rental fee for the first 3-year period. Among other termination grounds made available to it under the agreement, the Istanbul Special Provincial Administration may terminate the lease if the construction works for the hotel are not completed by 12 September 2012 in which case the letter of guarantee and the deposit may be cashed-in by the Special Provincial Administration without any obligation to reimburse TURKISH DO & CO for incurred costs (see Chapter 3 “Risk Factors”).

13.11.7 Other leased property

The DO & CO Group has leased or otherwise occupied numerous premises in Austria, Turkey and abroad for its business operations.

13.11.8 Owned property

The DO & CO Group is the owner of the following real estate: DO & CO NEW YORK is the legal owner of a plot of land in the proximity of the New York/JFK airport with a two-story catering building (including cooling units, storage, office space) in the size of approximately 3,746 m². DO & CO BERLIN is, under a heritable building right agreement the legal owner of a two-story catering building (including cooling units, storage, office space) in the size of approximately 2,856 m² which is located in the proximity of the Tegel international airport in Berlin; this heritable building right agreement is made for a term until 31 May 2040.

13.12 Insurance

The DO & CO Group currently maintains liability insurance, which, in Management’s opinion, is consistent with industry standards and meets its obligations, particularly those relating to minimum coverage, under Austrian law and other applicable local laws (also see Chapter 3 "Risk Factors"). Further, The Group maintains insurance against damage to or destruction of its assets (including the investments in leased property) and business interruption.

13.13 Material contracts

Other than the following contracts, there are no contracts which are, or may be, material and which have been entered into by any member of the DO & CO Group during the two years immediately preceding the date of this Prospectus or which contain any provision under which any member of the DO & CO Group has any obligation or entitlement which is material to the Group as at the date hereof:

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13.13.1 Joint venture agreement with THY

In September 2006, DO & CO entered into a joint venture agreement with THY in order to establish TURKISH DO & CO. The DO & CO Group and THY hold equal stakes in TURKISH DO & CO and have equal representation on its board of directors. While THY is entitled to nominate the chairman of the board of directors, the Group is entitled to nominate the CEO and all other managers of TURKISH DO & CO, except for the CFO who is nominated by THY. The Group controls the operative management of the joint venture but it requires the consent of THY on strategic and other substantial decisions, in particular all decisions involving an amount exceeding USD 0.5 million (approximately EUR 0.36 million). This joint venture has been entered into for an indefinite period of time and may not be terminated prior to 27 September 2013. The purpose of the joint venture is to provide airline catering services to THY and other carriers in Turkey.

13.13.2 Airline catering agreements

The DO & CO Group has entered into airline catering agreements with its key customers THY, AUSTRIAN, EMIRATES, NIKI, ETIHAD and NORTHERN FOODS (for the provision of airline catering services on certain flights of BRITISH AIRWAYS) (see Chapter 13.6.3 “Customers in Airline Catering”).

13.13.3 Other catering agreements

DO & CO started with the catering for Formula 1 Grand Prix races in 1992. The number of Grand Prix Events catered for has since consistently been increased to up to 17 events per calendar year. Unlike other contracts in the International Event Catering division, this contract is not concluded for one particular event only, but rather for several Formula 1 Grand Prix races per season and for a definite period of time, usually for two to three years, with a renewal option by ALLSPORT. The present term ends on 31 December 2010. DO & CO had been appointed by UEFA to provide hospitality and catering services at the EURO 2004 in Portugal and the EURO 2008 in Switzerland and Austria. Under a Hospitality Production Management Agreement entered into in 2010, DO & CO has been retained on an exclusive basis as service provider for the management and production of the hospitality and catering programmes at the EURO 2012 in Poland and the Ukraine. Pursuant to this agreement the services to be provided by DO & CO are, as in the case of the EURO 2008, divided into catering services rendered by DO & CO at prices negotiated between DO & CO and UEFA and other third party services procured by DO & CO and which are to be invoiced to UEFA at cost. Since 1992, the DO & CO Group has continuously been appointed as general manager of the hospitality at the film festival on the City Hall Square of Vienna. The current appointment has been made for a term of four years up to the end of the film festival in 2011. With Agreement of 2010, DO & CO INTERNATIONAL has been re-appointed to provide the hospitality services at the World Equestrian Festival CHIO in Aachen, Germany for the years 2010 through 2012. With agreement of 2010 DO & CO EVENT AUT has been re-appointed to provide the hospitality services at the Hahnenkamm world cup ski races in Kitzbühel, Austria for the years 2010 through 2012.

13.13.4 Lease agreements The material lease agreements of the DO & CO Group are described in Chapter 13.11 “Real Property”.

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13.13.5 Financing contracts

With regards to the establishment of TURKISH DO & CO, the DO & CO Group has entered into the following financing agreements (which are drawn only partly) in order to fund shareholder loans and equity for such purpose: The Group has entered into a loan agreement with RLB NÖ-WIEN for a loan of EUR 16.2 million repayable on 31 December 2011. Prepayments are allowed. DO & CO has issued a payment guarantee in favour of RLB NÖ-WIEN in order to secure the obligations under this loan agreement. As of 30 September 2010, the loan was outstanding with an amount of EUR 7.00 million. This amount is offset in the balance sheet with a cash-deposit of EUR 7.00 million at the same conditions and maturity.

13.14 Litigation and administrative proceedings

None of the members of the DO & CO Group is or has been involved in any governmental, legal or arbitration proceedings (including such proceedings which are pending or threatened of which the Company is aware) in the 12 months preceding the date of this Prospectus which may have, or have had in the recent past, significant effects on DO & CO’s or the DO & CO Group’s financial position or profitability. Without limiting the statement in the preceding paragraph, Management discloses the following proceedings which members of the Group are involved in: With respect to the closure of the Demel café in New York, the landlord of the premises and DEMEL NEW YORK have filed law suits against each other. The DO & CO Group has included a provision in the full amount of the landlord’s claim of USD 0.18 million (approxi-mately EUR 0.13 million) in its financial statements and has fully depreciated its investment in the Demel café. EOS had been a customer of DO & CO NEW YORK and DO & CO LONDON until its bankruptcy in 2008. The bankruptcy administrator has raised a claim in the amount of USD 1.47 million (approximately EUR 1.06 million) against DO & CO NEW YORK based on alleged preferential treatment as creditor of EOS. Since a portion of approximately USD 0.9 million (approximately EUR 0.65 million) is allocable to DO & CO LONDON (which entity has however not been sued within the applicable periods under the statute of limitations), a provision in an amount of EUR 0.78 million has been included in DO & CO Group’s financial statements. In 2006, TURKISH DO & CO acquired from GATE GOURMET assets at nine catering production units in Turkey. The Competition Board granted its approval for this acquisition under the Turkish anti trust laws. Four parties, HÜRKUŞ, PEGASUS, ONUR AIR and INTER EKSPRES (which no longer is a licensed airline carrier) filed a lawsuit against the Competition Board for the cancellation of this approval decision. Following the rejection of the claims and the request for the stay of execution filed by the plaintiffs by the Council of State acting in its capacity as the court of first instance, the litigation is currently pending before the High Chamber of the Council of State in its capacity as the court of appeal; see Chapter 3 “Risk Factors – The DO & CO Group may be subject to restrictions under anti trust laws, which could adversely affect its business”.

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14 Regulatory Framework

14.1 General regulatory framework applicable to all divisions

14.1.1 Food safety As a gastronomy service provider and food processor, the DO & CO Group is subject to stringent food safety regulation on EU and national levels. Turkey has to a large extent adopted the applicable EU standards so that the Group is subject to comparable regulations throughout its operations. Internationally the collection of standards, codes of practice, guidelines and other recommendations of FAO and WHO (Codex Alimentarius) – although legally not binding – serve as important sources of reference. Under the new legal provisions on food in effect throughout the EU since 1 January 2006, companies engaged in processing and producing food are obligated to a much greater extent to assure the hygienic safety of the food, including processors and caterers, in line with the “farm to fork” or “from the stable to the table” approach. Regarding biological food safety, strict microbiological criteria for certain bacteria, such as salmonella and listeria, and other food-borne illnesses have to be met and constantly tested based on the absence, presence or number of micro organisms present per unit of volume/area/batch. It cannot be excluded that other pathogens may be added in the future to this list. The same applies to chemical food safety issues, for example those relating to additives, contaminants, flavouring, residues and hormones in meat and genetically modified food. The traceability of food, feed, food-producing animals and all substances incorporated into foodstuffs must be established at all stages of production, processing and distribution. To this end, the DO & CO Group is required to apply appropriate systems and procedures, implementing a traceability system for food at all production levels. The DO & CO Group has implemented these regulations by adapting its already strict food safety management systems for food safety. In its units in Istanbul and Vienna, the Group operates microbiological laboratories in which the raw materials and food are regularly tested and analysed; in addition, the Group uses third party microbiological laboratories to conduct tests and analysis on a regular bases on the raw materials and food of all units.

14.1.2 Hygiene management Under Regulations (EC) No 852/2004 and 853/2004 food business operators are required to put in place, implement and maintain a permanent procedure based on Hazard Analysis and Critical Control Point (HACCP) principles. Applicable legislation foresees the compliance with guides to good practice, at either EU or national level, when implementing the self-checking programmes, relating to food hygiene as well as personnel hygiene. Turkey has to a large extent adopted the applicable EU standards so that the Group is subject to comparable regulations throughout its operations. Apart from the above, the DO & CO Group is subject to permanent compliance control and regulatory provisions relating to infrastructural and equipment requirements, requirements for raw materials, the safe handling of food (including packaging, labeling and transport), pest control procedures, sanitation procedures (cleaning and disinfection), maintenance of the cold chain and the health of staff. The DO & CO Group applies self-checking programmes in line with HACCP principles for a hygienic production environment and production processes based on stringent hygienic standards. As a part of these programmes, the Group appoints an employee at each unit who is responsible for the compliance with the applicable standards.

14.1.3 Environmental issues/waste management The most important environmental issues to be met by the DO & CO Group concern the management of (solid) waste and the compliance with waste water standards. As for solid waste disposal, strict regulations on waste separation apply at all locations at which the Group operates. Insofar as food waste in airline catering is concerned, the Group needs to separately dispose of waste which is brought into a jurisdiction from abroad; such waste

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must be disposed of at waste disposal facilities which hold specific licenses for the treatment of such waste. As for waste water, the Group has to adhere to limits on pollutants it may discharge, in particular to limits on fats. Consequently, fat separators need to be installed and maintained to meet the required limits. The applicable limits vary from country to country and even within each country in which the Group operates, depending on the purification capacity of the waste water purification plant into which the waste water is fed.

14.2 Specific regulatory framework applicable to the Airline Catering division

Ground handling at EU airports

Access to the market for ground handling at EU airports was liberalized under EU Directive 96/67/EC. This Directive is aimed at improving competitive structures in the field of ground handling and requires member states to ensure that access to the ground handling market is granted by the airport authorities under a transparent and impartial procedure which prevents airport authorities or airlines from maintaining certain barriers to market entry. EU Directive 96/67/EC was implemented in Austria by means of the Airport Ground Handling Act (Flughafen-Bodenabfertigungsgesetz). Its provisions are applicable to rendering services to third parties at the Vienna Airport. With respect to all other Austrian airports, however, the liberalization measures concerning ground handling for third parties are not applicable as their transport capacities are below the thresholds prescribed by the Airport Ground Handling Act. At Vienna International Airport, the number of third-party ground handling suppliers and self-handling airport users is not limited with respect to ground handling in general, except for certain categories such as baggage, ramp, freight and mail handling services. In the categories of baggage handling, ramp handling, and freight and mail handling, the number of suppliers of ground handling services to third parties is limited to two suppliers. One of the suppliers of ground handling to third parties must be independent from both the airport operator (i.e. Flughafen Wien Aktiengesellschaft) and the dominant carrier of that airport (i.e. AUSTRIAN). Furthermore, the competent civil aviation authority (Oberste Zivilluftfahrt-behörde within the Ministry of Transport, Innovation and Technology) can limit the number of self-handling airport users under certain conditions. Admission as supplier of ground handling to third parties is subject to approval by the competent civil aviation authority (Oberste Zivilluftfahrtbehörde within the Ministry of Transport, Innovation and Technology). Approval may be granted for a maximum period of seven years and is subject to the legal operating obligation during the time of operation at the airport. By contrast, self-handling (including handling for other group companies) only requires notification to the airport operator. The operation of central infrastructure facilities is reserved to the airport operator, but must be offered to all users in a non-discriminatory manner. In all airports within the EU, where the DO & CO Group operates, it does so on the basis of ground handling agreements with the respective airport authorities.

Ground handling outside the EU

TURKISH DO & CO has been granted ground handling licences to render airline catering services at the Turkish airports in Istanbul/Atatürk, Istanbul/Sabiha Gökçen, Ankara/ Esenboğa, Adana/Şakir Paşa, lzmir/Adnan Menderes, Bodrum/Milas, Antalya, Dalaman, Trabzon, Samsun/Çarsamba, Eskişehir, Bursa/Yenişehir, Konya, Nevşehir/Kapadokya and Kayseri airports. For all airports, except for Istanbul/Sabiha Gökçen and Eskişehir, which are not administered by DHMI, TURKISH DO & CO has also entered into a ground handling services with DHMI as required under the Turkish civil aviation legislation. Executed on 3 November 2009, the agreement is in effect for a term of two years and will be subject to renewal at the request of DHMI. DO & CO NEW YORK has been granted the right to sell and deliver in-flight meals at the New York/JFK airport.

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Aviation security

Since the terrorist attacks of 11 September 2001, more stringent regulations on aviation security have been introduced in all countries in which the DO & CO Group operates. In this context, the Convention on International Civil Aviation, signed in Chicago on 7 December 1944 (Chicago Convention) already provides in its Annex 17 minimum standards aimed at ensuring the security of civil aviation. Under EU law, the DO & CO Group is subject to security requirements pursuant to Regulation (EC) 2320/2002 of the European Parliament and of the Council of 16 December 2002 establishing common rules in the field of civil aviation security, directly applicable in all EU Member States. Security measures include access control as well as screening of staff. As an airline catering operator, the DO & CO Group has to implement security controls to prevent the introduction of prohibited articles into supplies intended to be carried on board of an aircraft. Regulatory measures encompass the appointment of a security officer responsible for the implementation and supervision of security in the company, high reliability criteria when employing staff, prevention of unauthorized access to its facilities and supplies, including transport vehicles and containers, and the screening of delivery, stores and supplies on a random basis. In Austria, the Regulation has been implemented by the Air Traffic Security Act (Bundesgesetz über den Schutz vor Straftaten gegen die Sicherheit von Zivilluftfahrzeugen, Luftfahrtsicherheitsgesetz) and the Austrian National Civil Aviation Security Programme (Nationales Sicherheitsprogramm für die Zivilluftfahrt der Republik Österreich - NaSP), adopted pursuant to Art 5 of the Regulation.

14.3 Permits and licences The DO & CO Group holds licences and operating permits for the business segments in which the DO & CO Group operates as required under applicable law.

14.4 Litigation and administrative proceedings in relation to permits and licenses To the best of the Company’s knowledge, no company of the DO & CO Group is or has been involved in any governmental, legal or administrative proceedings regarding the revocation of permits and licenses (including such proceedings which are pending or threatened of which the Company is aware) in the 12 months preceding the date of this Prospectus which may have, or have had in the recent past, significant effects on the Company’s or the DO & CO Group’s financial position or results of operations.

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15 The Company

15.1 General information about the Company

15.1.1 Legal and commercial name, registered seat, financial year, duration

DO & CO Restaurants & Catering Aktiengesellschaft is a joint stock company (Aktien-gesellschaft) incorporated under the Stock Corporation Act with its registered seat in Vienna and its business address at Stephansplatz 12, A-1010 Vienna, Austria. Its corporate headquarters are at A-1110 Vienna, Dampfmühlgasse 5, its telephone number is +43 (1) 74000. The Company is registered with the Commercial Register (Firmenbuch) under FN 156765m. The Company has been established for an unlimited period of time. The Company’s FY starts on 1 April and ends on 31 March of the following calendar year. The Company’s legal firm name is DO & CO Restaurants & Catering Aktiengesellschaft. The Company also uses the commercial names DO & CO and DO & CO AG, and the Group also uses the commercial names “DO & CO Group”, “DO & CO - the Gourmet Entertainment Company”, “Aioli”, “Demel”, “Henry – The Art of Living” and “Sky Gourmet”.

15.1.2 Corporate history

DO & CO was established as a joint stock company under the Stock Corporation Act on 17 March 1997. Prior to this date, the business of the DO & CO Group was carried out by other legal entities, which were contributed as a contribution in-kind to DO & CO on occasion of its foundation. In 1998, the Shares in the Company were listed on the VSE. In 2007, the capital of the Company was increased and the thereby newly issued Shares were equally listed on the VSE. Also in 2007, the Shares in the Company were split at a ratio of 4 new Shares for each then existing share.

15.1.3 Corporate purpose

According to Article 3 Paragraph (2) of the Articles of Association, the Company’s business objectives include:

• the operation of restaurants, in particular

– the construction and the operation of restaurants, pastry shops and cafes, including at airports and in casinos,

– the construction and the operation of units for the provisioning of staff, – the serving of meals of any kind, the sale of warm and prepared cold meals,

the serving of alcoholic and non-alcoholic beverages and the sale of these beverages in open vessels,

– the operation of hotel and restaurant businesses in any form, • catering, in particular

– the production, processing and preparation of foodstuffs for meals including the delivery of onboard meals for aircraft,

– the catering to businesses and clients of any kind, • party-service, in particular

– the production and processing of all food items and luxury food industry, – the provision of party-service to businesses and clients of all kinds,

• events, in particular

– the planning, organisation and realisation of events of any kind, • hotels, in particular

- the construction and the operation of hotels and accommodation facilities in Vienna, Istanbul and other exclusive locations;

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• trade, in particular – the wholesale and retail business with foodstuffs, fancy foods and beverages

under the registered trademark ”DO & CO” “Demel” and “Aioli”, – the trading with merchandise of all kinds and the export and import of such

merchandise, – acting as commercial agent,

• consultancy, in particular

– the consultancy to catering enterprises, – the support and consultancy to the management of catering enterprises, – the drawing up of business concepts, – the consultancy in all areas of gastronomy,

• logistics, in particular – the services to the DO & CO-companies, airlines and other enterprises which

are necessary to secure the on spot and timely availability of items for party-service and catering,

– the procurement of logistical tasks of any kind, • central administration, in particular

– purchasing, – marketing, – accounting/IT, – management of finances and – management of human resources,

• administration of shareholdings, in particular

– the acquisition and management of shareholdings in domestic and foreign enterprises,

– the management and representation of domestic and foreign enterprises.

The Company can carry out the business objectives itself or through subsidiaries, within Austria and abroad. DO & CO has the right to carry out the business activities and take the measures necessary or useful for achieving the objectives of the Company, in particular for acquiring real estate for the construction of branches, subsidiaries and joint ventures as well as for concluding business contracts, know-how and consultation contracts and license agreements.

15.1.4 Group structure

As of the date of this Prospectus, DO & CO Restaurants & Catering Aktiengesellschaft is the parent company of the Group and has direct and indirect interests in the following subsidiaries (source: Audited Interim Consolidated Financial Statements at, and for the period ended 30 September 2010):

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15.1.5 Significant subsidiaries

In the opinion of Management, the following companies are the Company’s significant(1) subsidiaries which, in the FY 2009/2010 accounted for 92.30% of the Group’s sales (source: Company’s internal accounting records):

Name of Company

Country of Incorporation

Registered Seat

Percentage of

ownership and DO & CO INVESTMENTS United Kingdom London 100%

DO & CO PARTY-SERVICE Austria Vienna 100% DO & CO STEPHANSPLATZ Austria Vienna 100% SKY GOURMET Austria Schwechat 100% DEMEL VIENNA Austria Vienna 100% DO & CO EVENT AUSTRIA Austria Vienna 100% DO & CO AIRPORT Austria Vienna 100% AIOLI AIRPORT Austria Vienna 100% DO & CO LOUNGE Germany Frankfurt 100% DO & CO FRANKFURT Germany Frankfurt 100% DO & CO MUNICH Germany Schweig-Oberding 100% DO & CO ITALY Italy Milan 100% DO & CO INTERNATIONAL United Kingdom London 100% DO & CO LONDON United Kingdom London 100% DO & CO MUSEUM United Kingdom London 100% TURKISH DO & CO Turkey Istanbul 50% DO & CO NEW YORK USA New York 100%

(1) For the purpose of this chart, the determination of “significant company” is based on its function within the Group (i.e., holding entity performing holding functions) or the turnover.

15.1.6 Auditors

PKF Centurion Wirtschaftsprüfungsgesellschaft mbH, Hegelgasse 8, A-1010 Vienna, Austria, independent auditors and members of the Austrian Chamber of Chartered Accountants (Kammer der Wirtschaftstreuhänder), has been the auditor of the Company and the DO & CO Group for the financial years ended 31 March 2010, 31 March 2009 and 31 March 2008 and has been appointed as auditor of the Company and the DO & CO Group for the financial year ending 31 March 2011. PKF Centurion Wirtschaftsprüfungs-gesellschaft mbH has acknowledged the incorporation by reference of their unqualified auditors’ certificates in relation to the Audited Annual Consolidated Financial Statements for the financial years ending 31 March 2010, 2009 and 2008 and the incorporation by reference of their unqualified auditors’ certificate in relation to the Audited Interim Consolidated Financial Statement as per 30 September 2010.

15.1.7 Notices

Pursuant to the Company’s Articles of Association, notices must be made by publication in the Official Gazette of the Wiener Zeitung (Amtsblatt zur Wiener Zeitung).

15.1.8 Paying agent and depository

The paying agent (Zahlstelle) is UniCredit Bank Austria AG. Erste Group Bank AG has been appointed as secondary paying agent (Nebenzahlstelle).

All of the Company’s Existing Shares are and all of the Offered New Shares will be repre-sented by one or more global share certificates (Zwischensammelurkunden), deposited with the clearing system of OeKB. The entitlement of a shareholder to participate in the shareholders’ meetings no longer depends on the blocking of his shares with a depository agent (Hinterlegungstelle).

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15.2 Description of the share capital of the Company

The following is a summary of the material terms of the Company’s shares, as set out in the Articles of Association (Satzung) and certain relevant provisions of the Austrian Stock Corporation Act (Aktiengesetz). This description is only a summary and does not include all the information contained in the Articles of Association. The Company encourages a review of the full Articles of Association, which are available for inspection at the Company’s principal offices and on the Company’s website (information contained on the website of the Company is not included by reference into this Prospectus).

The Articles of Association were last modified at the shareholders’ meeting held on 8 July 2010.

15.2.1 Share capital and Shares

Prior to the Offering, the Company’s issued and fully paid-in share capital amounts to EUR 15,590,400 divided into 7,795,200 no-par value ordinary bearer shares (Stückaktien), each representing a calculated notional amount of EUR 2.00 per share. Following completion of the Offering and assuming that all Offered New Shares are issued, the Company’s issued and fully paid-in share capital will amount to EUR 19,488,000, divided into 9,744,000 no-par value ordinary bearer shares (Stückaktien), each represen-ting a calculated notional amount of EUR 2.00 per share. All Shares of the Company, including the Offered New Shares are issued under Austrian law. The Existing Shares are and the Offered New Shares will be freely tradable.

15.2.2 Development of the share capital since 2000

Following the conversion of the denomination of the Company’s issued share capital from Austrian Schillings into Euro in 1999, the Company’s share capital amounted to EUR 11,802,068.26 divided into 1,624,000 no-par value ordinary bearer shares, each representing a calculated notional amount of EUR 7.27 (rounded) per share. Following a capital increase in March 2007, the Company’s share capital amounted to EUR 14,162,481.91 divided into 1,948,800 no-par value ordinary bearer shares, each representing a calculated notional amount of EUR 7.27 (rounded) per share. Following a capital increase out of retained earnings and a splitting of the shares in accordance with resolutions of the shareholders’ meeting held on 5 July 2007, the Company’s share capital amounted to EUR 15,590,400 divided into 7,795,200 no-par value ordinary bearer shares, each representing a calculated notional amount of EUR 2.00 per share. At the shareholders’ meeting held on 5 July 2007, authorized capital, as further described in the following paragraph, was resolved upon.

15.2.3 Authorized capital

By resolution of the ordinary shareholders’ meeting held on 5 July 2007, the Management Board was authorized (i) to increase until 30 June 2012 the Company’s ordinary share capital, subject to approval by the Supervisory Board, from EUR 15,590,400 by up to EUR 7,795,200 through issuance of up to 3,897,600 no-par value ordinary bearer shares (Stückaktien) against contribution in cash and/or in-kind, in one or more utilizations, (ii) to determine the issue price and the conditions of the issuance jointly with the supervisory board of the Company, and (iii) to exclude the subscription rights of the existing shareholders, in case the share capital is increased by means of a contribution in-kind of companies, businesses, branches of business or shares in one or more companies. The shareholders’ resolution of 5 July 2007 was registered in the Companies’ Register on 26 July 2007.

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15.2.4 Capital Increase in connection with the Offering

On 7 November 2010 the Management Board resolved, with the approval of the Super-visory Board dated 7 November 2010, on the partial utilization of the authorized capital and the maximum Offer Price has been set at EUR 21.90 per Offered New Share, the number of Offered New Shares to be issued at 1,948,800 shares, and the subscription ratio at 15 for 4. The final Offer Price will be determined by a separate resolution to be adopted by the Management Board, with the approval of the Supervisory Board, which is expected to be passed on or about 26 November 2010. The Offered New Shares are to be subscribed for by Erste Group Bank AG for the account of the Underwriters with the obligation to offer the Offered New Shares to the existing shareholders and, to the extent existing shareholders do not exercise their subscription rights, to place such Offered New Shares together with the other Managers in the Global Offering. Each New Share will entitle to one vote at the Company’s shareholder’s meeting. The Offered New Shares will carry full dividend rights from 1 April 2010. By means of this capital increase, the share capital of the Company will be increased (by partial utilization of the authorized capital) from currently EUR 15,590,400 by EUR 3,897,600 through issuance of 1,948,800 no-par value ordinary bearer shares (Stückaktien), each representing a calculated notional amount of EUR 2.00 per share, to EUR 19,488,000. The execution of the capital increase (Durchführung der Kapitalerhöhung) is expected to be registered with the Commercial Register on or about 30 November 2010. Assuming a capital increase, based on the resolution by the Management Board dated 7 November 2010 and on the resolution by the Supervisory Board dated 7 November 2010 would take place, the Company’s issued and fully paid-in share capital will upon completion of the Offering amount to EUR 19,488,000, divided into 9,744,000 no-par value ordinary bearer shares (Stückaktien).

15.2.5 Authorisation to issue convertible bonds and other financial instruments and

conditional capital

By resolution of the ordinary shareholders’ meeting held on 10 July 2008, the Management Board of the Company was authorized to issue within 5 years of the resolution financial instruments within the meaning of section 174 of the Stock Corporation Act (Aktiengesetz), in particular convertible bonds, profit participating bonds and participation rights, in a total nominal amount of up to EUR 200,000,000. Such financial instruments may include purchasing and/or conversion rights for the acquisition of up to 3,897,600 no-par value ordinary bearer shares (Stückaktien) and/or shall be structured in such a way that they may qualify as equity in the Company’s balance sheet. The authorisation to issue such financial instruments may be exercised in part or in full and in successive tranches either by the Company or by any subsidiary with a guarantee of the Company; different financial instruments may be combined. Further, by resolution of the ordinary shareholders’ meeting held on 10 July 2008, the Company’s share capital was conditionally increased in accordance with section 159 sub-paragraph (2) cipher 1 of the Stock Corporation Act (Aktiengesetz) from EUR 15,590,400 by up to EUR 7,795,200 through issuance of up to 3,897,600 no-par value ordinary bearer shares (Stückaktien) (conditional capital). Such shares may be issued to the creditors of the financial instruments described in the preceding paragraph in case that such creditors shall make use of purchasing or conversion rights with respect to shares of the Company. As of the date of this Prospectus, the authorisation to issue financial instruments within the meaning of section 174 of the Stock Corporation Act (Aktiengesetz) has not been exercised and, consequently, no shares have been issued under the conditional capital.

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15.2.6 Conversion and option rights

There are currently no options or rights of conversion in respect of the Company’s shares.

15.2.7 Form and certification of the Shares

The Articles of Association exclude the statutory right of shareholders to request individual share certificates as long as such individual share certificate is not necessary under the rules of a stock exchange on which the shares of the Company are listed. The Form and contents of the share certificates are determined by the Management Board. All of the Company’s 7,795,200 Existing Shares are represented by a global share certificate (Zwischensammelurkunde), deposited with the clearing system of OeKB. The Offered New Shares will be represented by a global share certificate and will be deposited with the clearing system of OeKB. Title to the Company’s Offered New Shares will therefore be transferred in accordance with the rules of that clearing system; see Chapter 6.2 “The Vienna Stock Exchange”. It is expected that CRA will establish an account with OeKB for the custody of and legal transactions on the Company’s Offered New Shares offered in the Turkish Offering and accordingly title to these Shares will be transferred in accordance with the rules of CRA.

15.2.8 General provisions regarding a change of the share capital

The Stock Corporation Act and the Austrian Capital Adjustment Act (Kapitalberichtigungs-gesetz) permit the Company to increase or decrease its share capital in any of the following ways:

• through a shareholders’ resolution on the issuance of new shares against contribu-

tions in kind or in cash (ordinary capital increase / ordentliche Kapitalerhöhung);

• through a shareholders’ resolution authorizing the Management Board, subject to approval of the Supervisory Board, to issue new shares up to a specified amount (not exceeding 50% of the issued share capital) within a specified period, which may not exceed five years (authorized capital / genehmigtes Kapital);

• through a shareholders’ resolution on the issuance of new shares up to a specified amount for specific purposes, such as for employee stock options (not exceeding 10% of the issued share capital), for conversion rights granted to holders of convertible bonds or for use as consideration in a merger (not exceeding 50% of the issued share capital) (conditional capital / bedingtes Kapital);

• through a shareholders’ resolution authorizing the Management Board to effect a conditional capital increase with the approval of the Supervisory Board in order to grant stock options to employees, executives and members of the Management Board up to a certain nominal amount (not exceeding 10% of the issued share capital) (authorized conditional capital / genehmigtes bedingtes Kapital);

• through a shareholders’ resolution authorizing the conversion of unrestricted reserves or retained earnings into share capital, with or without the issuance of new shares (Kapitalberichtigung);

• through a shareholders’ resolution on the decrease of the share capital which must include the reasons for the capital decrease and a statement whether or not the shareholders will receive repayments of capital (ordinary capital decrease / ordentliche Kapitalherabsetzung); or

• through a shareholders’ resolution on the decrease of the share capital for the purposes of covering losses or allocating certain amounts to statutory reserves pursuant to a simplified procedure under which the notification and publication

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requirements for creditors do not apply; a repayment of capital to shareholders does not take place in such a scenario (simplified capital decrease / vereinfachte Kapital-herabsetzung).

According to the Company’s Articles of Association, a shareholder resolution to increase the share capital by way of an ordinary capital increase requires approval by a simple majority of the share capital present at the relevant shareholders’ meeting. However, if the subscription rights of existing shareholders are to be excluded, a 75% majority of the share capital represented at the shareholders’ meeting is required. Shareholder resolutions approving authorized capital, conditional capital or authorized conditional capital, as well as shareholder resolutions on a capital decrease require a 75% majority of the share capital present at the relevant shareholders’ meeting.

15.2.9 Treasury Shares

Pursuant to the Stock Corporation Act, Austrian stock corporations may not acquire their own shares, subject to certain limited exceptions. Therefore, the Company may purchase its own shares only in the following limited circumstances:

• upon approval of the shareholders’ meeting, for a period not exceeding 30 months

and limited to a total of 10% of the share capital, if the shares are listed on a regulated market (such as the Official Market of the Vienna Stock Exchange), or if the shares are intended to be offered to the Company’s employees or employees of certain affiliated companies; the resolution must determine a minimum and a maximum consideration), provided that the Company keeps sufficient reserves;

• where the shares are acquired without payment of consideration or where the

Company is acting as agent on a commission basis;

• to prevent substantial, immediately threatened damage to the Company (subject to the limitation of 10% of the overall share capital), provided that the Company keeps sufficient reserves;

• by way of a universal legal succession (i.e., succession by merger);

• for the purpose of indemnifying minority shareholders, provided that the Company keeps sufficient reserves; or

• as part of a redemption of shares in accordance with the rules for capital decreases approved by the shareholders’ meeting.

With the shareholders’ resolution dated 10 July 2008 the Management Board has been authorized to purchase, with the consent of the Supervisory Board, the Company’s own shares up to a limit of a total of 10% of the share capital, for a period of 30 months commencing on 10 July 2008. Furthermore, the Management Board has, among others, been authorised to sell any treasury shares acquired in transactions outside the stock exchange. With the consent of the Supervisory Board, the Management Board under a resolution dated 14 October 2008 resolved to implement a share repurchasing program for the purchase of up to 311,808 own shares (which corresponds to a maximum of 4% of the share capital). The authorisation to acquire treasury shares expires on 10 January 2011.

As of the date of this Prospectus, the Company owns 147.078 of its shares. On 7 Novem-ber 2010, the Management Board resolved to offer such treasury shares in the Offering and to grant the Company’s existing shareholders subscription rights for such Offered Treasury Shares pro rata to their respective shareholdings at the beginning of the Subscription Period. Assuming that all Offered Treasury Shares will be sold in the Offering the Company will no longer hold any treasury shares upon completion of the Offering.

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15.2.10 General provisions regarding subscription rights

Shareholders generally have subscription rights (Bezugsrechte) allowing them to subscribe for any new shares (including securities convertible into shares, securities with warrants to purchase shares, securities with profit participation or participation certificates) to maintain their existing share in the share capital. Such subscription rights are in proportion to the number of shares held by the shareholder. Shareholders may waive their subscription rights and are generally permitted to transfer their subscription rights. The shareholders’ subscription rights in connection with a capital increase may be excluded by a resolution of 75% of the share capital present at the shareholders’ meeting resolving upon the capital increase. A shareholders’ resolution resolving upon an autho-rized capital may with a majority of 75% of the share capital present at the shareholders’ meeting, exclude the subscription rights or authorize the Management Board to exclude the shareholders’ subscription rights when issuing shares from authorized capital; the decision of the Management Board to issue the shares out of authorized capital and to exclude the shareholders’ subscription rights requires the consent of the Supervisory Board. In addition, by definition, the subscription rights are excluded in the event shares are issued from a conditional capital. Subscription rights are not deemed to be excluded, when new shares are subscribed for by a credit institution, in order to offer the new shares to the existing shareholders. Pursuant to the Stock Corporation Act, the period to exercise subscription rights may not last less than two weeks. The Management Board must publish a notice of the issue price and the commencement and duration of the exercise period in the Official Gazette of the Wiener Zeitung (Amtsblatt zur Wiener Zeitung).

15.2.11 Dissolution

The dissolution of the Company requires a majority of at least 75% of the share capital present at the shareholders’ meeting. If the Company is dissolved, any assets remaining after repayment of the outstanding debts and supplementary capital will be distributed pro rata to the shareholders.

15.2.12 Liquidation rights

If the Company is liquidated, any assets remaining after repayment of the outstanding debts and supplementary capital will be distributed pro rata to the shareholders. A resolution to dissolve the Company must be approved by shareholders representing 75% of the share capital present at the shareholders’ meeting at which the resolution is proposed.

15.3 Principal shareholders

15.3.1 Shareholder structure

Prior to the Offering, the Company’s nominal share capital amounts to EUR 15,590,400.00 and is divided into 7,795,200 non-par value ordinary bearer shares. The following table sets forth the number and the percentages of Existing Shares that the Principal and Selling Shareholders owned immediately prior to the Offering (source: Company’s internal records):

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Name of Shareholder

Holding immediately

prior to the Capital Increase and before the

Offering

Expected holding upon

completion of the Offering excluding the

sale of any Offered Additional Shares

Expected holding upon

completion of the Offering including the sale of all

Offered Additional Shares and assuming no Shares are

returned at the end of stabilisation

AD PS (1) 4,240,576 Existing Shares (54.40%)

4,090,896 Shares (41.98%)

3,990,576 Shares (40.95%)

DZR (2) 1,928,628 Existing Shares (24.74%)

1,473,990 Shares (15.13%)

1,169,280 Shares (12.00%)

Treasury shares

147,078 Existing Shares (1.89%)

0 Shares (0.00%)

0 Shares (0.00%)

Free float 1,478,918 Existing Shares (18.97%)

4,179,114 Shares (42.89%)

4,584,144 Shares (47.05%)

Total

7,795,200 Existing Shares

(100.00%)

9,744,000 Shares

(100.00%)

9,744,000 Shares

(100.00%) (1) AD PS is an Austrian private foundation registered in the Commercial Register under FN 179581s and has its business address at Hegelgasse

8, A-1010 Vienna. Attila Dogudan, the CEO and a member of the Managing Board, is the founder and the sole beneficiary of AD PS. (2) DZR is an Austrian limited liability company registered in the Commercial Register under FN 50957m, and has its business address at Friedrich-

Wilhelm-Raiffeisen-Platz 1, A-1020-Vienna. DZR is an affiliate of RAIFFEISEN HOLDING.

The Principal and Selling Shareholders do not have different voting rights from each other or other shareholders.

15.3.2 Participation of the Principal and Selling Shareholders in the Offering

AD PS currently holds 4,240,576 Existing Shares (54.40%) in DO & CO. Considering the treasury shares held by the Company (see Chapter 15.2 “Description of Share Capital of the Company”) which do not carry voting rights, the effective percentage of votes of AD PS prior to the completion of the Offering is 55.67%. In the Offering, AD PS is offering 149,680 Existing Shares and up to 100,320 Offered Additional Shares for the purpose of covering over-allotments and has announced that it will not exercise its subscription rights. DZR currently holds 1,928,628 Existing Shares (24.74%). Considering the treasury shares held by the Company (see Chapter 15.2 “Description of Share Capital of the Company”) which do not carry voting rights, the effective percentage of the votes of DZR prior to the completion of the Offering is 25.32%. In the Offering, DZR is offering 454,638 Existing Shares and up to 304,710 Offered Additional Shares for the purpose of covering over-allotments and has announced that it will not exercise its subscription rights. For additional information on transactions with the Principal and Selling Shareholders see also Chapter 16 “Related Party Transactions and Certain Relationships”.

15.3.3 Controlling Interests

Prior to the Capital Increase and the Offering, the Company is controlled by AD PS alone. AD PS has entered into an agreement with DZR according to which DZR may, as long as it holds at least 7% of the shares in the Company, nominate one member of the Supervisory Board for the purposes of protecting its strategic minority interest; apart from the obligation of AD PS to vote for such member of the Supervisory Board nominated by DZR there are no agreements between AD PS and DZR or between AD PS and any other shareholder on the exercise of voting rights. Upon completion of the Offering, AD PS’ shareholding in the Company is expected to fall below 50%; in case that all Offered Additional Shares offered by AD PS are sold and no Shares are returned to AD PS at the end of the ISE or VSE Stabilisation Period, AD PS is

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expected to hold 40.95% of the shares in the Company. Depending on the number of shareholders participating in shareholders meetings, such shareholding may nevertheless allow AD PS to effectively control the Company. In the opinion of Management, the Group’s corporate governance structure, together with the provisions of Austrian corporate law, provide sufficient safeguards against the abuse of controlling interests by shareholders.

15.4 Management and Corporate Governance

15.4.1 General

The Company has a two-tier board structure, consisting of a Management Board (Vorstand) and a Supervisory Board (Aufsichtsrat). The Management Board is responsible for the executive management and represents the Company vis-à-vis third parties; it is supported by the Senior Managers. The Supervisory Board is responsible for supervising the management and internal controls of the Company. Certain actions taken by the Management Board require the consent of the Supervisory Board. The members of the Management Board are appointed by the Supervisory Board. The members of the Supervisory Board are elected by the general shareholders meeting (Hauptversammlung). The corporate bodies of the Company are subject to applicable Austrian law in general and the Stock Corporation Act in particular, the Articles of Association, the rules of procedure for the Management Board and Supervisory Board as adopted by the Supervisory Board and the Austrian Code of Corporate Governance.

No works council, which – if existing – would have a right to delegate one third of the Supervisory Board members, has currently been established on the level of the Company. There are no family relationships between the members of the Management Board, the members of the Supervisory Board and Senior Managers.

15.4.2 Management Board (Vorstand)

15.4.2.1 Appointment and duties of the Management Board

The members of the Management Board are appointed by the Supervisory Board for a maximum period of five years; re-election is possible. Pursuant to the Articles of Asso-ciation of the Company, the Management Board of the Company consists of two to five persons. The Supervisory Board may remove a member of the Management Board prior to the expiration of his term for cause, such as gross negligence or deliberate breach of duty. The Company is represented either by two members of the Management Board acting jointly, or by any one member of the Management Board acting together with an authorized signatory holding a general power of attorney (Prokurist). The Management Board manages the business and represents the Company in dealings with third parties. The Management Board reports to the Supervisory Board at least annually regarding fundamental questions of future business policy. The Management Board reports to the Supervisory Board regularly, at least quarterly, on the progress of business operations and on the Company’s and the consolidated group’s results as measured against forecast. The Management Board is not subject to instructions from the shareholders or from the Supervisory Board. Pursuant to the Stock Corporation Act, the Articles of Association of the Company and the rules of procedure for the Management Board (Geschäftsordnung für den Vorstand), certain management measures or significant business transactions require the prior consent of the Supervisory Board or one of its committees. A failure by the Management Board to obtain such consent does not, however, affect the validity of the transaction, but may render the Management Board liable for damages. The consent of the Supervisory Board is required for material decisions including:

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• the acquisition and disposal of participations; • the acquisition, disposal and closing down of companies and businesses; • the acquisition, disposal and encumbrance of real estate exceeding certain financial

limits pursuant to the rules of procedure for the Management Board of the Company; • the establishment and closing down of branches; • the investments exceeding certain financial limits pursuant to the rules of procedure for

the Management Board of the Company; • the establishment or closing down of lines of business and ways of production; • the determination of general principles of the Company’s business policy; • the conclusion of loan or credit agreements exceeding certain financial limits pursuant to

the rules of procedure for the Management Board of the Company; • the determination of general principles relating to pension commitments and

participations in profit or turnover to be granted to executive staff; • the granting of a special power of representation (Prokura); • the entering into pension commitments; • the conclusion of contracts of employment exceeding certain financial limits pursuant to

the rules of procedure for the Management Board of the Company; • the assumption of a guaranty or liability; • the assumption of obligations exceeding usual business operations; • the acquisition and/or disposal of industrial property rights, patents, licenses and

know how; • the conclusion, modification and cancellation of rental or lease contracts exceeding

certain financial limits pursuant to the rules of procedure for the Management Board of the Company;

• the conclusion, modification and cancellation of profit-pooling contracts and other corporate contracts;

• fundamental modifications of the purpose of business; • the conclusion of contracts with Supervisory Board members in which such members

are committed to perform services for the Company or a subsidiary for remuneration and contracts with companies in which a member of the Supervisory Board has a considerable economic interest;

• the granting of options on shares in the Company to employees and executive staff of the Group;

• in as far as it is not prohibited under section 271c of the Commercial Code, the appointment into a managing position of the Company (section 80 of the Austrian Stock Corporation Act) within two years of the execution of an auditor’s opinion by the auditor, the auditor of the consolidated financial statements, the auditor of a material subsidiary or the respective certified accountant signing the auditor’s opinion as well as a person working for him which has exercised a materially managing function within the audit;

• actions by which the Management Board does exercise one of the authorities conferred upon it under section 102 paragraph 3 or 4 of the Austrian Stock Corporation Act.

15.4.2.2 Members of the Management Board

Currently, the Management Board consists of the following two members:

Name Area of Responsibility Age Year First

Appointed Year Current Term expires

Attila Dogudan Chief Executive Officer 51 1997 2012

Michael Dobersberger Chief Commercial Officer 47 1998 2012

The members of the Management Board can be reached at the corporate headquarters of the Company at A-1110 Vienna, Dampfmühlgasse 5. Attila Dogudan – Chief Executive Officer Attila Dogudan was born on 27 August 1959 in Istanbul, Turkey. He started operating res-taurants in 1981 and rendering party services in 1983. He has been managing businesses

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specializing in airline and event catering since 1987. He is the founder of the Company and the sole beneficiary of its major shareholder AD PS. Michael Dobersberger – Chief Commercial Officer Michael Dobersberger was born on 28 June 1963 in Steyr, Upper Austria. In 1984 he was granted a concession to operate a hotel and restaurant business. In 1990 he finished his academic studies with a master of business administration. He began his career with the DO & CO Group in 1990. He is the Chief Commercial Officer of the Group and in particular, in his capacity as co-head of the International Event Catering division, responsible for this division’s business in Austria.

15.4.2.3 Management compensation

In FY 2009/2010, the total remuneration for the two members of the Management Board amounted to EUR 690,000 including performance related bonuses for FY 2008/2009. According to the service contracts concluded between the Company and the members of the Management Board, their remuneration includes fixed as well as performance-related components. In case of Mr. Attila Dogudan, the performance related component could amount to up to 100% of the fixed compensation dependent on the Group’s EBIT margin; in the case of Mr. Michael Dobersberger, the performance related component could amount to up to 50% of the fixed compensation dependent on the EBIT margin of the Group. The members of the Management Board are also entitled to a company car. The members of the Management Board are not entitled to receive any pension payments from the Company. The Company has not granted any stock options or similar benefits to the Management Board members. All Management Board members are entitled to statutory severance payments upon termination; employment time spent prior to their engagement with the Company will be considered for determining their severance payments. All members of the Management Board are subject to a non-competition clause during their respective term and for one year following termination of their board position.

Furthermore, the members of the Management Board are protected up to a certain coverage limit (EUR 10 million) by a D&O insurance policy provided by the Group. The insurance cover extends to financial losses and liability claims arising from breaches of duty committed within the scope of activity as a corporate body.

15.4.3 Senior Managers

15.4.3.1 Members of senior management

The following persons have expertise and experience that is relevant to the management of the Company and the members of the Group (the “Senior Managers”): Klaus Petermann – Chief Financial Officer Klaus Petermann was born on 29 May 1966 in Austria. In 1991 he graduated from Vienna University of Economics and Business with a master’s degree in business administration and, in 1994, from the same university with a doctoral degree in business administration. He joined the Group in 2002 and, since 2008 is its CFO. Further, he is a member of the board of directors of TURKISH DO & CO and general manager of several subsidiaries of the Group, including DO & CO INTERNATIONAL, DO & CO AIRPORT, SKY GOURMET, DO & CO MUSEUM, DO & CO EVENT AUSTRIA.

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Sandra Pötscher – Head of human resources Sandra Pötscher was born on 25 July 1971 in Austria. In 1996 she graduated from Vienna University with a master’s degree in business commercial information technologies. She joined the Group in 1990. She is the Group’s head of human resources and general manager of several subsidiaries of the Group, including DO & CO STEPHANSPLATZ. Serdar Erden – Deputy general manager of TURKISH DO & CO Serdar Erden was born on 12 August 1974 in Turkey. In 1997, he graduated from Haverford College, Pennsylvania, USA, with a bachelor’s degree in economics and computer science and, in 2004, from Columbia University, New York, USA with a master’s degree in business administration. He joined the Group in 2008. He is the deputy general manager of TURKISH DO & CO appointed by the Group and responsible for the Group’s operations in Turkey.

Wilfried Kainz – Co-head of the Airline Catering division Wilfried Kainz was born on 9 February 1961 in Austria. In 1986 he graduated from the Vienna University of Economics and Business with a master’s degree in business adminis-tration; in 1989 he graduated from the University of San Francisco with a master’s degree in business administration (finance). He first joined the Group in 1990 until 2000 and again in 2006. He is the co-head of the Airline Catering division responsible for all countries outside of Austria and Turkey. In addition he is the general manager of several subsidiaries of the Group, including DO & CO AIRPORT, AIOLI AIRPORT and SKY GOURMET.

Harald Hrastnig – Co-head of the Airline Catering division

Harald Hrastnig was born on 12 July 1959 in Austria. He joined the Group in 1987. He is the co-head of the Airline Catering division responsible for Austria. In addition he is the general manager of several subsidiaries of the Group, including SKY GOURMET, DO & CO LONDON, DO & CO FRANKFURT and DO & CO MUNICH.

Richard Müller – Co-head of the International Event Catering division Richard Müller was born on 17 January 1971 in Austria. He joined the Group in 1994. He is the co-head of the International Event Catering division responsible for all international events outside of Austria.

Bettina Höfinger – Head of the Restaurants, Lounges & Hotel division Bettina Höfinger was born on 25 May 1973 in Austria. In 1996, she graduated from Vienna University with a master’s degree in law. She joined the Group in 1999. From 2006 to 2008 she was head of management of the EURO 2008 project. Currently, she is the head of the Restaurants, Lounges & Hotel division and member of the supervisory board (Aufsichtsrat) of SKY GOURMET. All Senior Managers except for Serdar Erden can be reached at the corporate head-quarters of the Company at A-1110 Vienna, Dampfmühlgasse 5. Serdar Erden can be reached at the address of TURKISH DO & CO at Genel Mudurluk Binasi, Ataturk Havalimani, B Kapisi 34149 Yesilkoy Istanbul.

15.4.3.2 Compensation of Senior Managers

In FY 2009/2010, the total remuneration for the seven Senior Managers amounted to EUR 1,522,567 including bonuses for FY 2008/09. According to the service contracts concluded between the Company and the Senior Managers, their remuneration is fixed and bonuses are at the discretion of the Company. The Senior Managers are not entitled to receive any pension payments from the Company and, except for Serdar Erden, are not entitled to a company car.

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The Company has not granted any stock options or similar benefits to the Senior Managers. All Senior Managers are entitled to statutory severance payments upon termination.

15.4.4 Supervisory Board (Aufsichtsrat) 15.4.4.1 Appointment, duties and procedures of the Supervisory Board

The Supervisory Board consists of three to six members elected by the general share-holders’ meeting. Currently, the Supervisory Board consists of four members. Supervisory Board members are elected with simple majority of the votes cast at a general share-holders’ meeting for a maximum period until the ordinary general shareholders’ meeting deciding upon the discharge of the Supervisory Board for the fourth business year following the business year of election; re-election is possible. The general shareholders’ meeting may remove any Supervisory Board member it has elected by a simple majority of the votes cast at the relevant general shareholders’ meeting. The Supervisory Board is responsible for supervising the management of the Company. Supervision is exercised by review, discussion and approval, as required, of regular reports prepared by the Management Board. In addition, the Supervisory Board may request reports on specific matters relating to the Company or the Group as a whole. Certain mate-rial decisions of the Management Board require the prior consent of the Supervisory Board. The Supervisory Board is also responsible for representing the Company in transactions with a member of the Management Board and for the appointment and removal of the members of the Management Board. The Supervisory Board meets at least quarterly. At least three members of the Supervisory Board must be present at a meeting to constitute a quorum. Resolutions of the Supervisory Board are adopted by simple majority of the votes cast. In the case of a deadlock, the chairman casts the decisive vote. The Supervisory Board elects a chairman and at least one deputy. Members of the Supervisory Board may resign, also without cause, by giving four weeks written notice to the Management Board or to the chairman of the Supervisory Board, or if impeded, to one of his deputies. In the event an elected member resigns before the expiry of his term, the next ordinary general shareholders’ meeting may elect a replacement for the remainder of the term. A replacement has to be elected without undue delay by an extraordinary general shareholders’ meeting, if the number of Supervisory Board members falls below three. In the event the chairman or all deputies resign, the Supervisory Board has to elect a replacement immediately. The Supervisory Board issues its own rules of procedure (Geschäftsordnung für den Aufsichtsrat).

15.4.4.2 Members of the Supervisory Board

The current members of the Supervisory Board are:

Name Area of

Responsibility Age Year First

Appointed Year Current Term expires

DDr. Waldemar Jud Chairman 67 1997 2014

Dr. Werner Sporn Deputy Chairman 75 1997 2014

Ing. Georg Thurn-Vrints Member 54 1997 2014

Präs. Öko.rat Dr. Christian Konrad

Member

67

2002

2014

The members of the Supervisory Board can be reached at the corporate headquarters of the Company at A-1110 Vienna, Dampfmühlgasse 5.

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DDr. Waldemar Jud - Chairman DDr. Waldemar Jud was born on 26 November 1943; his business address is Rosenberg-gasse 19, A-8010 Graz. He studied law and political economics at the University of Graz with study visits at Great Britain (University of Cambridge, Trinity College), Canada (Mc Gill University, Montreal) and France (Université de Poitiers). In 1984 he was appointed university professor for business law at the faculty of law of the University of Graz. DDr. Waldemar Jud is research associate and editor of juristic periodica and collected editions. He is also a member of research institutes and advisory councils as well as member of the Austrian Financial Reporting and Auditing Commitee. DDr. Waldemar Jud is the author of numerous publications in company and business law, provides expert opinions and is an appointed arbitrator. Dr. Werner Sporn – Deputy Chairman Dr. Werner Sporn was born on 19 October 1935; his business address is Falkestrasse 6, A-1010 Vienna. He studied law at the University of Vienna. He was admitted to the Austrian Bar in 1965 and is a partner in the law firm ”Partnerschaft Schuppich Sporn & Winischhofer Rechtsanwälte”. Ing. Georg Thurn-Vrints – Member Ing. Georg Thurn-Vrints was born on 18 October 1956; his business address is Alleestraße 24, A-2161 Poysbrunn. As from 1981 he has been and still is managing agriculture and forestry businesses. From 1991 to 2002 he was the vice president of the association of agricultural and forestry businesses in Austria (Hauptverband der Land- und Forstwirt-schaftsbetriebe Österreichs). Präs. Öko.rat Dr. Christian Konrad – Member Präs. Öko.rat Dr. Christian Konrad was born on 24 July 1943; his business address is F.-W.-Raiffeisen-Platz 1,A-1020 Vienna. He studied law at the University of Vienna. He began his career with Raiffeisenlandesbank NÖ-Wien reg.Gen.m.b.H. in 1969. From 1970 to 1972 he was employed with the agricultural chamber of lower Austria (Niederöster-reichische Landwirtschaftskammer). In 1973 Dr. Christian Konrad returned to Raiffeisen-landesbank NÖ-Wien reg.Gen.m.b.H. to act as the assistant to it's CEO, a position he kept until 1981. From 1981 to 2001 he served on various positions in Raiffeisenlandesbank NÖ-Wien reg. Gen.m.b.H, lastly as its chairman. Dr. Christian Konrad has been and still is the Advocate General for Österreichischer Raiffeisenverband since 1994 and the chairman of RAIFFEISEN HOLDING since 2001. He holds numerous mandates on management and supervisory boards. For the present functions and activities of the Supervisory Board members see Chapter 15.4.6 “Certain Additional Information about Board Members”.

15.4.4.3 Committees of the Supervisory Board

According to the Stock Corporation Act, the Supervisory Board may establish committees that may be granted decision powers. Such committees may be established permanently or for specific tasks. The rules of procedure for the Supervisory Board provide for an Audit Committee (Prüfungsausschuss), the Nomination Committee (Nominierungsausschuss), the Compen-sation Committee (Vergütungsausschuss) and the Committee for Decisions in Urgent Cases. The chairman of each committee regularly reports to the entire Supervisory Board. Audit Committee The Audit Committee is responsible for the audit and preparation of the approval of the financial statements and consolidated financial statements, the preparation of a proposal for the distribution of profits, the review of the management report and for monitoring the

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efficiency of the Company’s internal control system (Internes Kontrollsystem – IKS). Furthermore, the Audit Committee prepares the proposal for the auditor to be elected by the general shareholders’ meeting. After the election of the auditor the Audit Committee appoints the auditor and enters into an agreement with the auditor for the auditor’s remuneration. The Audit Committee may consist of two or more members of the Supervisory Board. The chairman of the Supervisory Board is also chairman of the Audit Committee. The deputy chairman of the Supervisory Board is also deputy chairman of the Audit Committee. One member of the Audit Committee must be a financial expert with special knowledge and practical experience in finance, accounting and reporting (Finanzexperte). Persons who were members of the Management Board, executives or auditors of the Company or persons having certified the consolidated financial statements of the Company within the last three years may not be financial expert or chairman of the Audit Committee. At present, all members of the Supervisory Board are members of the Audit Committee. Nomination Committee The Nomination Committee is responsible for the planning of the succession of the Management Board members. Currently, the chairman and the deputy chairman of the Supervisory Board are members of the Nomination Committee. Compensation Committee The Compensation Committee is responsible for the compensation of Management Board members. Currently, the chairman and the deputy chairman of the Supervisory Board are members of the Compensation Committee. Committee for Decisions in Urgent Cases The Committee for Decisions in Urgent Cases is responsible for decisions in urgent cases where the prior consent of the Supervisory Board is required by law, the Articles of Association, the rules of procedure for the Management or Supervisory Boards, but is nevertheless not able to convene in time. At present, the chairman of the Supervisory Board and its deputy form the Committee for Decisions in urgent cases.

15.4.4.4 Supervisory Board compensation

The general shareholders’ meeting decides on the annual allowance for the members of the Supervisory Board and any additional remuneration for special duties, if any. For FY 2009/2010, the total remuneration of the members of the Company’s Supervisory Board amounted to EUR 50,000. The members of the Company’s Supervisory Board are protected up to a certain coverage limit (EUR 10 million) by a D&O insurance policy provided by the Group which covers financial losses and liability claims arising from breaches of duty committed within the scope of activity as a corporate body.

15.4.5 Duty of loyalty and care

The members of the Management Board and Supervisory Board owe a duty of loyalty and care to the Company. In carrying out their duties they must exercise the standard of care of a prudent and diligent business person as specified by the Stock Corporation Act in general and the Austrian Code of Corporate Governance in particular; see Chapter 15.4.8 ”Compliance with the Corporate Governance Code”. They are required to take into account a broad range of considerations when making their decisions, including the Company’s interests and those of the shareholders, employees, creditors, and the public. Generally, a shareholder has no direct recourse against the members of the Supervisory Board or Management Board in the event that they are believed to have breached their duty.

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15.4.6 Certain additional information about board members

15.4.6.1 Activities performed outside the DO & CO Group

At no time in the five years prior to the date of this Prospectus has a member of the Management Board or a Senior Manager been a member of the administrative, management or supervisory board or partner (as the case may be) of a company or partnership outside of the DO & CO Group. The following table sets out the names of all companies and partnerships (outside the DO & CO Group) in which each of the members of the Supervisory Board has been a member of the administrative, management or supervisory board or partner (as the case may be) at any time in the five years prior to the date of this Prospectus.

Name Name of company Function Current

function (yes/no)

DDr. Waldemar Jud

Univ.Prof.DDr. Waldemar Jud Unternehmensforschungs GmbH, Vienna

Managing director Yes

Univ.Prof.DDr. Waldemar Jud Corporate Governance Forschung CGF GmbH, Vienna


Ottakringer Brauerei AG, Vienna Member of the supervisory board

Yes

Ottakringer Getränke AG, Vienna Deputy Chairman of the supervisory board

Yes

Styrian Airways AG, Graz Deputy Chairman of the supervisory board

No

HGI Beteiligungs AG, Graz Chairman of the supervisory board

Yes

dm-drogerie markt GmbH, Salzburg

Member of the supervisory board

Yes

dm-drogerie markt Kft, Budapest Chairman of the supervisory board

No

dm-drogerie markt d.o.o., Zagreb Member of the supervisory board

No

STRABAG SE, Villach Chairman of the supervisory board

No

AD PS Member of the board of directors of the foundation

Yes

Privatstiftung Lauda, Vienna Member of the board of directors of the foundation

No

Privatstiftung zur Verwaltung von Anteilsrechten, Vienna

Member of the board of directors of the foundation

Yes

Print Radio Medienbeteiligungs GmbH, Graz

Liquidator No

Bank für Kärnten und Steiermark AG, Klagenfurt


Yes

Oberbank AG, Linz Member of the supervisory board

Yes

Vöslauer Mineralwasser AG, Bad Vöslau


Yes

Dr. Werner Sporn

Privatstiftung Nouza, Wien Member of the board of directors of the foundation

Yes

Privatstiftung Lauda, Vienna Member of the board of directors of the foundation

Yes

Partnerschaft Schuppich Sporn & Winischhofer Rechtsanwälte, Vienna

Partner Yes

Falkestraße 6 GmbH Managing Director Yes

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Ing. Georg Thurn-Vrints

PS DOGUDAN Member of the board of directors of the foundation

Yes

AD PS Member of the board of directors of the foundation

Yes

Präs. Öko.rat Dr. Christian Konrad

Österreichischer Raiffeisenverband, Vienna

Advocate General Yes

Raiffeisen Zentralbank Österreich Aktiengesellschaft, Vienna

Chairman of the supervisory board

Yes

RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung, Vienna

Chairman of the board of directors of the co-operation

Yes

RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG, Vienna


Yes

RAIFFEISEN-HOLDING NÖ-Wien Beteiligungs GmbH


UNIQA Versicherungen AG, Vienna


Yes

AGRANA Beteiligungs-AG Chairman of the supervisory board

Yes

AGRANA Zucker, Stärke und Frucht Holding AG, Vienna


No

KURIER Redaktionsgesellschaft m.b.H., Vienna


Yes

KURIER Zeitungsverlag und Druckerei Gesellschaft m.b.H.


Yes

Leipnik-Lundenburger Invest Beteilligungs-AG


Yes

RWA Raiffeisen Ware Austria AG Member of the supervisory board

Yes

RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung registrierte Genossenschaft mit beschränkter Haftung


Yes

Siemens AG Österreich Deputy Chairman of the supervisory board

Yes

BAYWA AG Member of the supervisory board

Yes

Südzucker AG Deputy Chairman of the supervisory board

Yes

Saint Louis Sucre S.A. Member of the supervisory board

Yes

Printmedien Beteiligungs-gesellschaft m.b.H., Vienna


Mediaprint Zeitungs- und Zeitschriftenverlag Gesellschaft m.b.H., Vienna


No

STRABAG SE, Villach Chairman of the supervisory board

No

A-WAY Holding und Finanz AG, Spittal an der Drau


No

Medicur – Holding Gesellschaft m.b.H., Vienna


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Raiffeisenbank Perchtoldsdorf-Maria Enzersdorf registrierte Genossenschaft mit beschränkter Haftung, Perchtoldsdorf

Member of the board of directors of the co-operation

Yes

Austria Shopping Center GmbH, Vienna

Managing director No

Hans Dujsik Privatstiftung, Vienna Member of the board of directors of the foundation

Yes

ARION Immobilien & Development Privatstiftung

Chairman of the board of directors of the foundation

Yes

FIMAG Finanz Industrie Management AG, Spittal an der Drau


No

Albertina, Vienna Chairman of the curators’ board

Yes

Z&S Zucker und Stärke Holding AG, Vienna


No

SZVG Süddeutsche Zuckerrübenverwertungs-Genossenschaft eG Ochsenfurt


Yes

15.4.6.2 Conduct of board members and Senior Managers

Within the five years prior to the date of this Prospectus, no member of the Management Board or Supervisory Board and no Senior Manager:

• was convicted in relation to fraudulent offences;

• was associated with bankruptcies, receiverships or liquidations in the capacity of a

member of the administrative, management or supervisory board or senior manager, except for DDr. Waldemar Jud as deputy chairman of the supervisory board of Styrian Airways AG over which insolvency proceedings have been opened in 2006;

• was officially publicly incriminated and/or sanctioned by statutory or regulatory authorities (including designated professional bodies) or has ever been disqualified by a court from acting as a member of the administrative, management or supervisory board of an issuer or from acting in the management or conduct of the affairs of any issuer.

15.4.6.3 Shares held by board members The following table sets forth the number of Shares held by the members of the Management Board and the Supervisory Board as well as the number of the treasury shares held by the Company: Date of

Prospectus 31 March

2010 2009 2008

Members of the Management Board

Attila Dogudan(1) - - - -

Michael Dobersberger

1,828 1,828 1,828 1,828

Members of the Supervisory Board

DDr. Waldemar Jud 1,000 1,000 1,000 1,000

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Date of Prospectus

31 March 2010 2009 2008

Dr. Werner Sporn - - - -

Ing. Georg Thurn-Vrints - - - -

Präs. Öko.rat Dr. Christian Konrad - - - -

Senior Managers

Klaus Petermann 3,000 3,000 - -

Sandra Pötscher 1,136 1,136 1,136 1,136

Serdar Erden - - - -

Wilfried Kainz - - - -

Harald Hrastnig - - - -

Richard Müller - - - -

Bettina Höfinger 550 550 - -

Treasury shares(2) 147,078 131,740 15,955 -

(1) Attila Dogudan is one of the co-beneficiaries of the private foundation AD PS which currently holds 54.40 % of the Company’s Existing Shares; see Chapter 15.3 "Principal shareholders".

(2) see Chapter 15.2.9 “Treasury Shares”.

15.4.6.4 Conflicts of interest Attila Dogudan, member of the Management Board and the Group’s CEO, is the founder and one of the beneficiaries of AD PS which is a principal shareholder of the Company (see Chapter 15.3 “Principal shareholders”) and of PS DOGUDAN with which the Group has concluded long-term lease agreements (see Chapter 16.2.2 “Lease agreements with PS DOGUDAN”). As a result, a potential conflict of interest may arise between his duties towards the Company and his respective private interests. Univ.Prof. DDr. Waldemar Jud, chairman of the Supervisory Board, is a member of the board of directors of AD PS which is a principal shareholder of the Company (see Chapter 15.3 “Principal shareholders”). As a result, a potential conflict of interest may arise between his duties towards the Company and his respective duties towards AD PS. Dr. Werner Sporn, deputy chairman of the Supervisory Board, is a partner in the law firm ”Partnerschaft Schuppich Sporn & Winischhofer Rechtsanwälte” which advises and represents the Company in legal matters. As a result, a potential conflict of interest may arise between his duties towards the Company and his respective private interests. Ing. Georg Thurn-Vrints, member of the Supervisory Board, is a member of the board of directors of AD PS which is a principal shareholder of the Company (see Chapter 15.3 “Principal shareholders”) and of PS DOGUDAN with which the Group has concluded long-term lease agreements (see Chapter 16.2.2 “Lease agreements with PS DOGUDAN”). As a result, a potential conflict of interest may arise between his duties towards the Company and his respective duties towards AD PS and/or PS DOGUDAN. Präs. Öko.rat Dr. Christian Konrad, member of the Supervisory Board, is the chairman of the board of directors of RAIFFEISEN HOLDING, the (ultimate) parent company of DZR, a principal shareholder of DO & CO (see Chapter 15.3 “Principal Shareholders”) and the majority shareholder of RLB NÖ-WIEN with which the Group has entered into several agreements for the lease of restaurant or café premises and for financing (see Chapter 16.2.1 “Lease and financing agreements with RLB NÖ-WIEN”). In addition, he is the chairman of the supervisory board of UNIQA with which the Group has entered into several

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agreements for the lease of restaurant or café premises and for the establishment of DO & CO PLATINUM as a joint venture between the Group and UNIQA (see Chapter 16.3 “Agreements with UNIQA”). As a result, a potential conflict of interest may arise between his duties towards the Company and his respective duties towards RAIFFEISEN HOLDING and/or RLB NÖ-WIEN and/or DZR and/or UNIQA. For a detailed description of the relations between members of the Management Board and Supervisory Board and the Group see Chapter 16.1 “Certain Relationships”. Klaus Petermann, Sandra Pötscher and Bettina Höfinger are shareholders in the Company. As a result, a potential conflict of interest may arise between the duties of these individuals as Senior Managers and their respective private interests. No potential conflict of interest exists in respect of Michael Dobersberger, Serdar Erden, Wilfried Kainz, Harald Hrastnig and Richard Müller between their duties to the Company and their private duties and/or other duties.

15.4.6.5 Stock option plan

The Company, at present, has not implemented a stock option plan for members of the Management Board or the Supervisory Board or Senior Managers or other employees of the Group.

15.4.7 General shareholders’ meeting

15.4.7.1 Convocation of the general shareholders’ meeting

The general shareholders’ meeting is convened by the Management Board or the Supervisory Board. The general shareholders’ meetings take place at the registered seat of the Company in Vienna, Austria, or in any of the provincial capitals of Austria. The Manage-ment Board may with the consent of the Supervisory Board (i) simultaneously with the shareholders meeting in Austria convene a second shareholders meeting at any other place in or outside of Austria provided that such second shareholders meeting shall be connected with the shareholders meeting in Austria acoustically and visually in real time; (ii) allow individual shareholders to participate in the shareholders meeting from any place via an acoustical and (if possible) visual connection in real time; (iii) provide for electronic voting of shareholders from any place. According to the Articles of Association, the right to attend the general shareholders’ meeting and to exercise the voting right and other shareholder’s rights shall depend on the shareholdings as of the end of the tenth day prior to the day of the general shareholders’ meeting (record date). For bearer shares kept on deposit, a deposit certificate as per Section 10a of the Stock Corporation Act (Aktiengesetz) shall suffice as proof of shareholding on the record date, provided that such certificate is received by the Company not later than on the third business day prior to the general shareholders’ meeting at the address notified for this purpose in the invitation to the shareholders’ meeting. For bearer shares not kept on deposit, a written certificate by the Company or by an Austrian notary public shall suffice, for the receipt of which the same procedure as outlined shall apply mutatis mutandis. Regarding the content of the certificate for bearer shares not kept on deposit, Section 10a (2) of the Stock Corporation Act (Aktiengesetz) shall apply mutatis mutandis, except for the specification of the deposit number.

The Company must publish a notice of the ordinary general shareholders’ meeting not less than 28 days and of any extraordinary shareholders meeting not less than 21 days prior to the shareholders meeting. Shareholders may appoint proxies to represent them at general shareholders’ meetings. The ordinary general shareholders’ meeting must take place within the first eight months of each financial year.

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15.4.7.2 Voting rights and majority requirements

Each share entitles its holder to one vote at the general shareholders’ meeting. There is no minimum quorum in the general shareholders’ meeting. Shareholders may pass resolutions by simple majority of the votes cast or, in matters which require a majority of the share capital, by simple majority of the share capital present, unless mandatory provisions require a qualified majority. Under the Stock Corporation Act (Aktiengesetz) or the Spin-Off Act (Spaltungsgesetz), the following measures mandatorily require a majority of at least 75% of the share capital present at a general shareholders’ meeting:

• change of the business objectives; • increase of share capital with a simultaneous exclusion of subscription rights; • creation of authorized capital or conditional capital; • decrease of share capital; • exclusion of subscription rights for convertible bonds, participating bonds and

participation rights; • dissolution of the Company or continuation of the dissolved company; • transformation of the Company into a limited liability company (GmbH); • approval of a merger or a spin-off (proportionate to shareholdings); • transfer of all assets of the Company; and • approval of profit pools or agreements on the operation of the business.

A majority of 90% of the entire share capital is required for an upstream merger pursuant to the Transformation Act (Umwandlungsgesetz) or for a spin-off disproportionate to share-holdings pursuant to the Spin-Off Act (Spaltungsgesetz). A shareholder holding 90% or more of the entire share capital could further request the squeeze-out of the remaining shareholders pursuant to the Squeeze-Out Act (Gesellschafter-Ausschlussgesetz). A shareholder or a group of shareholders holding at least 20% of the share capital may object to settlements or waivers of liability claims of the Company against members of the Management Board or the Supervisory Board. A shareholder or a group of shareholders holding at least 10% of the share capital may in particular:

• require special audits of activities with respect to the management of the Company,

if these activities took place within the previous two years; • veto the appointment of a special auditor and request a court to appoint another

special auditor; • request an adjournment of the general shareholders’ meeting if the annual financial

statements are found to be incorrect by the shareholders who require such adjournment;

• request a court to recall a member of the Supervisory Board for cause; and • request the assertion of damage claims by the Company against members of the

Management Board, the Supervisory Board or certain third parties, if the claim is not obviously unfounded.

A shareholder or a group of shareholders holding at least 5% of the share capital may in particular:

• request that a general shareholders’ meeting be called or, upon court approval, call

a general shareholders’ meeting, if the Management Board and the Supervisory Board do not comply with this request;

• request that a topic be put on the agenda of the general shareholders’ meeting; • request the assertion of damage claims of the Company against members of the

Management Board, the Supervisory Board or certain third parties, if a special report reveals facts which may entitle to such damage claims;

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• request court appointment of another auditor of the financial statements for cause; and

• appeal against a shareholders’ resolution, if such resolution provides for amortisa-tion, accumulated depreciation, reserves and accruals exceeding the limit set by law or the Articles of Association.

15.4.7.3 Change or impairment of the shareholder’s rights

The Austrian Stock Corporation Act (Aktiengesetz) contains provisions that protect the rights of individual shareholders. As a general rule, shareholders must be treated equally under equal circumstances, unless the shareholders concerned agree otherwise. Further-more, measures affecting shareholders’ rights generally require a shareholders’ resolution. The rights of holders of the shares as a group can be changed by amendment of the Articles of Association. The Articles of Association do not provide for more stringent conditions for the exercise of shareholders’ rights than those provided by law. In addition, the Articles of Association do not allow changes to, or restrictions on, shareholders’ rights under less stringent conditions than those provided by law. Neither Austrian law nor the Articles of Association restrict the right of non-resident or foreign holders of the shares to hold or vote the shares.

15.4.8 Dividend rights

The Offered Shares carry full dividend rights from 1 April 2010. At the annual general shareholders’ meeting, the shareholders decide, by resolution, based on the recommendation of the management board, whether dividends will be paid for any business year and on the amount and timing of any such dividend payments. Dividends that are approved by the shareholders’ meeting are due and payable within 30 days of such meeting and will be distributed to the shareholders on a pro rata basis, according to the number of shares they own, through their bank accounts. Dividends that have not been collected by shareholders within three years are deemed forfeited and become part of the Company's statutory reserve. For information on the dividend policy, see Chapter 7 “Dividend Policy”.

15.4.9 Compliance with the Austrian Code of Corporate Governance

The Austrian CGC was published by the Austrian Working Group on Corporate Gover-nance, a group of private organisations and individuals in 2002 and has been amended several times, most recently in January 2010. The CGC is addressed primarily to Austrian stock market-listed companies including stock market-listed European companies (Societas Europaea) registered in Austria. A declaration of commitment to the CGC is mandatory in order to be admitted to the Prime Market of the VSE. The CGC is based on the statutory provisions of Austrian corporate law, securities law and capital markets law (”Legal Requirements”, ”L-Rules”). In addition, the CGC contains rules considered to be a part of common international practice, such as the principles set out in the OECD Principles of Corporate Governance and the recommendations of the European Commission (e.g. the EU recommendations on the tasks of supervisory board members and on the remuneration of directors). Non-compliance with one or more of these rules must be explained (”Comply or Explain”, ”C-Rules”). The Code also contains rules that go beyond these requirements which are recommended to be applied on a voluntary basis (“Recommendation”, “R-Rules”). The Austrian Corporate Law requires companies to publish a mandatory Corporate Governance Report for each financial year, which has to include a statement regarding the company’s compliance with the CGC.

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The principal rules and recommendations of the CGC include: • equal treatment of shareholders under equal circumstances; • remuneration for the members of the management board should contain fixed and

variable components, whereas the variable remuneration components shall be linked, above all, to sustainable, long-term and multi-year performance criteria, shall also include non-financial criteria and shall not encourage persons to take unreaso-nable risks. The individual remuneration for each member of the management board shall be reported in the Corporate Governance Report for each financial year;

• stock option plans for members of the management board, if any, shall be approved by the shareholders’ meeting and be based on measurable, long-term and suitable criteria, to be defined in advance; subsequent changes of the parameters should be avoided;

• subject and remuneration of contracts with members of the supervisory board regarding services outside the scope of their activities as members of the supervisory board, which may cause conflicts of interests, have to be disclosed in the Corporate Governance Report for each financial year;

• the majority of the supervisory board members should be independent of the company and its management and the supervisory board should define the criteria that constitute independence;

• supervisory board committees should be established, in particular an audit committee (for accounting and auditing issues), a remuneration committee (for remuneration and other issues with management board members) and a nomination committee;

• supervisory board members may not assume any functions on the boards of other enterprises that are competitors of the company;

• the number of members of the supervisory board (excluding employees’ representatives) should be ten or less; supervisory board members should not sit on the supervisory boards of more than eight other listed companies (chairperson counts twice);

• annual and quarterly financial statements (drawn up according to internationally recognised accounting standards) should be published in a timely manner (within four and two months, respectively);

• communication structures should be established to meet information needs of shareholders in a timely and adequate manner, in particular by using the internet; dates essential for shareholders should be communicated sufficiently in advance; consolidated financial statements and interim reports should be published on the company’s website in German and English;

• any director’s dealings should be disclosed on the company’s website directly or by referring to the website of the FMA;

• prior to appointing independent auditors, the supervisory board should receive a statement disclosing any relationship between the auditors (including related parties) and the company and its management board; and

• the independent auditors should make regular assessments of the company’s risk management.

On 14 February 2007, the Company has declared to commit compliance with the Austrian CGC. Since then, the Company has been in compliance with the regulations contained in the CGC. The Company has declared that it fully complies with all “L Rules” and all “C Rules” of the CGC. The Company has its compliance with the rules stipulated in the CGC monitored on a regular basis by an independent, external institution and reports the findings to the public.

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16 Related Party Transactions and Certain Relationships

16.1 Certain relationships Attila Dogudan, member of the Management Board and the Group’s Chief Executive Officer, is the founder and one of the beneficiaries of AD PS and PS DOGUDAN. AD PS was the majority shareholder of DO & CO prior to the Offering and will remain its single largest shareholder after the completion of the Offering. PS DOGUDAN and the DO & CO Group have entered into several lease agreements with respect to the Company’s headquarters in Vienna and other premises (see Chapter 16.2.2 “Lease Agreements with PS DOGUDAN”). Univ.Prof. DDr. Waldemar Jud, chairman of the Supervisory Board, is a member of the board of directors of AD PS. Ing. Georg Thurn-Vrints, member of the Supervisory Board, is a member of the board of directors of AD PS, as well as PS DOGUDAN. RAIFFEISEN HOLDING is the (ultimate) parent company of DZR, a principal shareholder of DO & CO (see Chapter 15.3 “Principal Shareholders”) and the majority shareholder of RLB NÖ-WIEN. The DO & CO Group has entered into several agreements with RLB NÖ-WIEN for the lease of restaurant or café premises and for financing (see Chapter 16.2.1 “Lease and financing agreements with RLB NÖ-WIEN”). UNIQA is partially owned by Raiffeisen Zentralbank Oesterreich AG in which RLB NÖ-WIEN (and therefore indirectly RAIFFEISEN HOLDING) holds a participation. The DO & CO Group has entered into several agreements with UNIQA for the lease of restaurant or café premises; in addition, UNIQA holds 10% in the Group’s joint venture entity DO & CO PLATINUM, which operates a bistro, a coffee shop and provides hospitality services at the UNIQA tower in Vienna (see Chapter 16.3 “Agreements with UNIQA”).

16.2 Related party transactions

16.2.1 Lease and financing agreements with RLB NÖ-WIEN

DEMEL VIENNA has entered into lease agreements with RLB NÖ-WIEN (or its affiliates) in respect of the premises used by the Demel café/restaurant and confectionary in Vienna. The lease agreement has been concluded for an indefinite period of time and can only be terminated by the landlord for important reason. In FY 2009/2010 the rent and operating costs amounted to EUR 620,580. DEMEL VIENNA has entered into a lease agreement with RLB NÖ-WIEN in respect of the premises used as the "Cafe Griensteidl" in Vienna. The lease has been concluded for an indefinite period of time and can only be terminated by the landlord for important reason. In FY 2009/2010 the rent and operating costs amounted to EUR 315,173. DO & CO ISTANBUL has entered into a loan agreement with RLB NÖ-WIEN for a loan of EUR 16.2 million repayable on 31 December 2011. Prepayments are allowed. DO & CO has issued a payment guarantee in favour of RLB NÖ-WIEN in order to secure the obligations of DO & CO ISTANBUL under this loan agreement. As of 30 September 2010, the loan was outstanding with an amount of EUR 7.00 Mio. This amount is offset in the balance sheet with a cash-deposit of EUR 7.00 million at the same conditions and maturity.

16.2.2 Lease agreements with PS DOGUDAN

The Company’s current head office and manufacturing buildings at A-1110 Vienna, Dampfmühlgasse 5 are owned by PS DOGUDAN and were leased to DO & CO PARTY-SERVICE in 1989. The premises include office space and manufacturing areas of 4,961 m² in total. The lease has been concluded for an indefinite period of time. Pursuant to the

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lease agreement, DO & CO PARTY-SERVICE is obliged to pay the rent (adjusted for inflation) plus the operating costs and to maintain the building in good order. In FY 2009/2010 the rent and operating costs amounted to EUR 668,400. In 2004, DO & CO PARTY-SERVICE has additionally leased from PS DOGUDAN the premises at A-1110 Vienna, Dampfmühlgasse 6-8 with office and storage space of 1,312 m² in total. This lease has been concluded for an indefinite period of time; DO & CO PARTY-SERVICE has waived its right to terminate the lease agreement prior to 31 December 2013. Pursuant to the terms and conditions of the lease agreement, DO & CO PARTY-SERVICE is obliged to pay the rent (adjusted for inflation) plus the operating costs and to maintain the building in good order. In FY 2009/2010 the rent and operating costs amounted to EUR 105,480. In 2008, DO & CO PARTY-SERVICE has additionally leased from PS DOGUDAN the premises at A-1110 Vienna, Dampfmühlgasse 3 with space of 732 m² in total. This lease has been concluded for an indefinite period of time. Pursuant to the terms and conditions of the lease agreement, DO & CO PARTY-SERVICE is obliged to pay the rent (adjusted for inflation) plus the operating costs and to maintain the building in good order. In FY 2009/2010 the rent and operating costs amounted to EUR 67,200. As of 1 April 2010, the Company has leased from PS DOGUDAN the entire building at A-1010 Vienna, Akademiestraße 3 (including all those units which are rented out to third parties). This lease has been concluded for an indefinite period of time. Pursuant to the terms and conditions of the lease agreement, the Company has waived its right to terminate the lease agreement prior to 31 March 2020. The Company is obliged to pay the rent (adjusted for inflation) plus the operating costs and to maintain the building in good order. The initial rent (excluding operating costs) amounts to EUR 843.818,40 per year and shall be increased for those units which are rented out to third parties once such units are vacated by the third party tenants.

16.2.3 Agreements with THY

In September 2006, DO & CO entered into a joint venture agreement with THY in order to establish TURKISH DO & CO. The DO & CO Group and THY hold equal stakes in TURKISH DO & CO and have equal representation on its board of directors. While THY is entitled to nominate the chairman of the board of directors, the Group is entitled to nominate the CEO and all other managers of TURKISH DO & CO, except for the CFO who is nominated by THY. The Group controls the operative management of the joint venture but requires the consent of THY on strategic and other substantial decisions, in particular all decisions involving an amount exceeding USD 0.5 million (approximately EUR 0.36 million). This joint venture has been entered into for an indefinite period of time and may not be terminated prior to 27 September 2013. The purpose of the joint venture is to provide airline catering services to THY and other carriers in Turkey. Following the establishment of the joint venture, THY, DO & CO and TURKISH DO & CO entered into an airline catering agreement, pursuant to the terms of which, TURKISH DO & CO provides airline catering services to THY since 1 January 2007 for domestic flights within Turkey and international flights departing from Turkey. Under a protocol executed in 2009, this airline catering agreement was amended to cover, among others, equipment management services including the planning, monitoring and supply of catering disposable, consumable, rotable and bar & beverage materials. Under the airline catering agreement, DO & CO undertakes towards THY to transfer its know-how with respect to inflight catering services, including the right to use DO & CO concepts and designs, to TURKISH DO & CO, as long as it remains the owner of at least 50% shareholding in TURKISH DO & CO either directly or indirectly. The airline catering agreement and the protocol are effective until 31 December 2011. For possible restrictions under Turkish anti trust law in connection with an extension of this airline catering agreement see Chapter 3 “Risk Factors – The DO & CO Group may be subject to restrictions under anti trust laws, which could adversely affect its business”.

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Further, TURKISH DO & CO has entered into a services agreement with THY for the operation of a THY Lounge at Adana/Şakir Paşa airport which has opened in May 2010. The services agreement with THY is effective until 10 May 2012.

16.3 Agreements with UNIQA DO & CO STEPHANSPLATZ has entered into a long-term lease agreement with UNIQA with respect to the hotel, restaurant and bar at Haas-Haus on Stephansplatz, Vienna. Save for either party's right for termination for important reason, this lease agreement is effective until 31 December 2025; in addition, DO & CO STEPHANSPLATZ has been granted an option to extend the lease agreement by additional ten years, hence, until 31 December 2035. Finally, the landlord has undertaken to offer to DO & CO STEPHANSPLATZ all other premises in this building before renting them out to another tenant. In FY 2009/2010 the rent and operating costs amounted to EUR 1,269,818. DO & CO has entered into a lease agreement with UNIQA for the premises of the former "Cafe Glockenspiel” in Salzburg. This lease has been concluded for an indefinite period of time and may only be terminated by UNIQA for important reason as set forth under the Austrian Tenancy Act (Mietrechtsgesetz). DO & CO has waived its right to terminate the lease agreement prior to 30 November 2015. UNIQA has granted DO & CO the right to let DEMEL SALZBURG use the premises for the operation of a Demel café/restaurant and confectionary. DO & CO has made use of this right so that DEMEL SALZBURG is currently operating the DEMEL café/restaurant and confectionary. DO & CO entered into a preliminary agreement with UNIQA in 2003 to establish a joint venture to operate a bistro and other hospitality and conference services at the UNIQA tower in 1020 Vienna. For this purpose, DO & CO and UNIQA have established DO & CO PLATINUM; 90% of the shares in DO & CO PLATINUM are held by DO & CO while the remaining 10% are held by UNIQA. DO & CO PLATINUM has been operating the bistro, a coffee shop and different hospitality services in the UNIQA tower since 2004. A final written agreement on these operations has, however, not yet been executed.

16.4 Consulting and legal services provided by members of the Supervisory Board Univ.Prof. DDr. Waldemar Jud, the chairman of the Supervisory Board, is a shareholder and managing director of Univ.Prof. DDr. Waldemar Jud Unternehmensforschung GmbH, which provides consulting services (such as legal and financial) to the Company. The Supervisory Board, in accordance with the provisions of the Stock Corporation Act, has consented to this legal relationship. In FY 2009/2010 the fees paid by the Group to Univ.Prof. DDr. Waldemar Jud Unternehmensforschung GmbH amounted to EUR 30,000. Dr. Werner Sporn, deputy chairman of the Supervisory Board, is a partner in the law firm ”Partnerschaft Schuppich Sporn & Winischhofer Rechtsanwälte” which advises and represents the Company in legal matters. The Supervisory Board, in accordance with the provisions of the Stock Corporation Act, has consented to this legal relationship. In FY 2009/2010 the fees paid by the Group to Partnerschaft Schuppich Sporn & Winischhofer Rechtsanwälte amounted to EUR 350,236.

16.5 Shares held by board members in the Company and other companies of the Group

For information on shares held by the Board members in the Company see Chapter 15.4.6.3 ”Shares held by board members”.

16.6 Activities of members of the Management Board in companies other than the Company For information on activities of the members of the Management Board in companies other than the Company see Chapter 15.4.6.1 ”Activities performed outside the DO & CO Group”.

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17 Regulation of the Austrian and Turkish Securities Markets

17.1 Regulation of the Austrian Securities Markets

17.1.1 General The following selected aspects of Austrian securities law are of a general nature and do not purport to be an exhaustive account of the considerations relevant to the acquisition, ownership and disposal of the Shares. The following summary is based on the securities legislation in force in Austria at the date of this Prospectus, and is subject to any changes in Austrian law and practice occurring after that date, which changes may have retroactive effect.

17.1.2 Notification and Disclosure of Shareholdings

The Austrian Stock Exchange Act provides that any person (irrespective of whether domestic or foreign) whose voting interest in an issuer whose shares are listed on a regula-ted market attains, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% or 90% through acquisition or sale must give written notification to the issuer, the VSE and the FMA. Such notification applies only with respect to issuers to which Austria is the member country of origin (because either their corporate seat is in Austria or because their shares are listed on a regulated market of an Austrian stock exchange). The notification must be made immediately and in any case no later than two trading days from the date at which the individual or legal entity knew or should have known or has been informed of the acquisition or disposal of the voting shares or of the possibility to exercise voting rights attached to the shares of the issuer. The same applies to persons who, directly or indirectly, hold financial instruments which allow its owner to acquire existing voting shares. The Company is required to publish any such event within two trading days of being notified thereof. Pursuant to the Austrian Stock Exchange Act, persons who undertake managerial respon-sibilities with regard to an issuer having its corporate seat in Austria and, where applicable, persons closely associated with them, must publish without delay and notify the FMA within 5 working days of the existence of any transactions conducted on their own account relating to shares of the issuer, or to derivatives or other financial instruments linked to them (so-called directors dealings). Such notification requirement does not apply if the aggregated value of such person’s transactions does not reach EUR 5,000 per calendar year. Under certain circumstances, the acquisition of shares or other methods of obtaining con-trol of a company within the meaning of the Austrian Cartel Act 2005 (Kartellgesetz 2005) may be subject to the non-prohibition of the Austrian competition authorities (Bundeswett-bewerbsbehörde and Bundeskartellanwalt).

17.1.3 Insider Trading & Ad-hoc Information

The Stock Exchange Act (Börsegesetz) prohibits the misuse of insider information with regards to financial instruments specified thereunder, in particular with regards to shares transferrable on the capital market. Insider information is defined as detailed information not known to the public which, directly or indirectly, concerns one or more issuers of financial instruments, or one or more financial instruments, and which, if it became publicly known, would be able to substantially influence the price of such financial instruments or of derivatives linked to them because a reasonable investor would likely use such information as part of the basis for his investment decision.

An insider is any person who has access to insider information either due to his position as a member of the administrative, managing or supervisory body of an issuer or due to his profession, occupation, responsibilities or shareholding (so called “Primärinsider”). Any per-son who gains access to insider information by way of a criminal offence is also an insider.

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Any insider who uses insider information with the intent to gain a pecuniary advantage for himself or a third party by buying or selling financial instruments or by offering or recom-mending such instruments to third parties, or who provides access to such information to third parties without being required to do so, is subject to a criminal penalty of up to three years’ imprisonment. If the pecuniary advantage achieved exceeds EUR 50,000, the penalty is between six months’ and five years’ imprisonment. If this criminal offence is performed by a person who is not an insider, but has information which has been made available to him (so called “Sekundärinsider”), he is subject to a criminal penalty of up to one year’s imprisonment. If the pecuniary advantage achieved exceeds EUR 50,000, the penalty is up to three years’ imprisonment. Pursuant to the Stock Exchange Act, every issuer is obliged to inform its employees and other persons providing services to the issuer about the prohibition on the misuse of insider information, to issue internal directives for the communication of information within the company and to monitor compliance. Furthermore, issuers are obliged to take organisa-tional measures to prevent the abuse of insider information or its disclosure to third parties. The Issuers’ Compliance Regulation (Emittenten-Compliance-Verordnung 2007) regulates the measures to be taken by issuers in further detail. Among other things, it requires each issuer whose securities are admitted to listing on a regulated market in Austria to determine black-out periods for trading in the securities of the issuer applicable to persons who have access to insider information and to issue an internal compliance directive (Compliance-Richtlinie). In addition, if the size and structure of an issuer so requires, is has to appoint a person responsible for compliance matters (Compliance-Verantwortlicher). Such person is responsible for monitoring the compliance with the rules on the disclosure of insider information and the organisational measures for the prevention of abusive use or disclosure of insider information as well as for preparing an annual report on compliance matters (Jahrestätigkeitsbericht) which is to be submitted to the issuer’s supervisory board within five months of the end of its financial year. The internal compliance directive (Compliance-Richtlinie) and any amendments to it as well as the annual reports of the person responsible for compliance (Jahrestätigkeitsbericht) must be submitted to the FMA. Issuers are required to establish a register of those persons working for them and who have access to insider information, whether on a regular or occasional basis. Issuers are also required to regularly update this register and transmit it to the FMA whenever reques-ted. Furthermore, the Stock Exchange Act requires issuers of financial instruments to disclose to the public without delay any insider information that directly concerns them (so-called ad hoc information). Material changes to published insider information have to be published and identified as such. The issuer may under its own responsibility delay the public disclosure of insider information in order not to compromise its legitimate interests, provided that (a) such omission would not be likely to mislead the public, and (b) the issuer is able to protect the confidentiality of such insider information. The issuer must inform the FMA of a decision to delay the public disclosure of insider information without delay as soon as possible after such decision is taken. In order to ensure the confidentiality of insider information, the Stock Exchange Act requires the issuer to: (i) establish effective arrangements to prevent persons other than those who require the insider information for the exercise of their functions within the issuer from accessing such information; (ii) take the necessary measures to ensure that any person with access to such insider information acknowledges the legal and regulatory duties entailed and is aware of the sanctions for the misuse or improper circulation of such insider information; and (iii) take the measures allowing for the immediate public disclosure if the confidentiality of the insider information is compromised.

17.1.4 Market Manipulation

Market manipulation refers to transactions or trade orders which give, or are likely to give, false or misleading signals as to the supply of, demand for, or price of, financial instru-ments, or which secure, by a person, or persons acting in collaboration, the price of one or several financial instruments at an abnormal or artificial level, unless the person who

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entered into the transactions or issued the trade orders has legitimate reasons for doing so and these transactions or trade orders conform to accepted market practices on the regulated market concerned. Market manipulation also means transactions or trade orders which employ fictitious devices or any other form of deception or contrivance. Finally, market manipulation includes dissemination of information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to financial instruments, including the dissemination of rumors and false or misleading news, where the person who made the dissemination knew, or ought to have known, that the information was false or misleading. Market manipulation is subject to an administrative fine of up to EUR 75,000, which may be imposed by the FMA.

17.1.5 Takeover Regulation

17.1.5.1 The Austrian Takeover Act

The Austrian Takeover Act (Übernahmegesetz) applies to public offers for the acquisition of shares of an Austrian joint stock company which shares are admitted to trading on a regulated market in Austria (and under certain circumstances partially also to non-Austrian companies listed on a regulated market in Austria and to Austrian companies listed on a regulated market outside of Austria). The primary purpose of the Takeover Act is to ensure that all shareholders of a company being acquired are treated equally. The Takeover Act provides that any public bid for the shares of an Austrian company listed on an exchange in Austria has to be submitted to the Takeover Commission (Übernahme-kommission) prior to its publication and has to be prepared and published in accordance with the requirements of the Takeover Act. The Takeover Act requires that anybody (or parties acting in concert) who acquires a controlling interest in an Austrian company listed on an exchange in Austria discloses the fact to the takeover commission without undue delay and makes an offer to all other shareholders to purchase their shares in such company within 20 stock exchange trading days (“mandatory offer”). The Takeover Act (which has, among others, implemented the European Directive 2004/25/EC on takeover bids (the “Takeover Directive”) provides, among others, for the following: An interest is only controlling if more than 30% of the voting stock of a company is obtained. Acquisitions of voting rights not exceeding 30% will in no case trigger a manda-tory bid (safe harbor). In the event of a holding of between 26% and 30%, the voting rights exceeding a participation of 26% are suspended unless such suspension is explicitly lifted by the Takeover Commission. The Takeover Commission, upon application, may impose conditions on the bidder instead of the suspension of voting rights. Under the “creeping-in” rule, the extension of an existing controlling interest shall also trigger a mandatory offer, if a person with a controlling interest who does not have a majority of the voting rights of a listed company acquires an additional 2% or more of the voting rights within a period of 12 months. The “creeping in” rule, accordingly, only applies to a shareholding between 30 and 50 percent. In the event of a “passive” acquisition of control, there is no requirement to launch a mandatory bid if the acquirer of a controlling interest could not reasonably expect the acquisition of control at the time of acquiring the participation. Other than that, the same provisions as outlined above apply (e.g. suspension of voting rights). According to the Takeover Act, the minimum price to be offered in a mandatory offer or a voluntary offer aimed at the acquisition of a controlling interest must be the higher of (i) the highest price paid by the bidder during the last 12 months preceding the publication of the bid, as well as (ii) the average share price during the six months immediately preceding the publication of the bid. The Takeover Act requires that the bidder prepares offer documents to be examined by an independent expert, either a qualified auditor or bank, before these offer documents are

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filed with the Takeover Commission and the target company. The management of the target company must issue a statement on the offer which is also subject to mandatory examination by an independent expert. Any higher bids or competing bids must follow the same rules. From the time a bidder’s intention to submit a public bid becomes public, the management board and the supervisory board of the target company may not generally undertake measures to jeopardize the offer (Verhinderungsverbot und Objektivitätsgebot). The bidder and the parties acting in concert must refrain from selling any shares in the target company and from purchasing target shares for a higher consideration than offered in the bid. The violation of any legal provision may result in the suspension of voting rights and fines imposed by the Takeover Commission. The Takeover Commission controls the application of the Takeover Act and has the power to fine any party who commits infringements of the Takeover Act. The Takeover Commission may institute proceedings ex officio and is not subject to oversight by any other regulatory authority.

17.1.5.2 The Austrian Squeeze-Out Act Pursuant to the law on the squeeze-out of minority shareholders (Gesellschafter-Ausschlussgesetz), a majority shareholder holding not less than 90% of the entire (voting and non-voting) share capital of the company may squeeze-out the remaining shareholders at an equitable price. The squeeze-out right is general and is not limited to a preceding takeover bid. The minority shareholders are not entitled to block the squeeze-out for unjust compensation but have the right of separate judicial review of the fairness of the compensation paid for their minority stake. Where a squeeze-out follows a takeover bid, the consideration offered in the takeover bid is presumed to be fair where, through the acceptance of the bid, the bidder has acquired shares representing not less than 90% of the share capital entitled to vote of the target company.

17.2 Regulation of the Turkish securities markets

The following selected aspects of Turkish securities law are of general nature and do not purport to be an exhaustive account of considerations relevant to the acquisition, ownership and disposal of the Shares. The following summary is based on the securities legislation in force in Turkey at the date of this Prospectus, and is subject to any changes in Turkish law and practice occurring after that date, which changes may have retroactive effect.

17.2.1 Regulation of foreign shares registered with the CMB and rights and ongoing obligations in connection therewith On 23 October 2010, the CMB published a new communiqué numbered III / 44 on the registration and sale of foreign capital markets instruments and depository receipts (the "Foreign Capital Markets Instruments Communiqué"). The Foreign Capital Markets Instruments Communiqué regulates (a) the public offering of foreign capital markets instruments and depository receipts in Turkey, (b) the sale of foreign capital markets instruments and depository receipts by way of private placement and/or to qualified investors and (c) rights offerings or issuance of bonus shares by foreign companies subject to trading on the ISE. Pursuant to the provisions of the Foreign Capital Markets Instruments Communiqué, the capital markets instruments thus issued must be registered with the CMB. Accordingly, and subject to the particularities mentioned in the Foreign Capital Markets Instruments Communiqué, the CMB regulations applicable to the registration and sale of shares by Turkish issuers by way of public offering, as well as Turkish prospectus and circular requirements also apply to the sale of shares in foreign companies by way of public offering in Turkey.

The Foreign Capital Markets Instruments Communiqué requires foreign issuers to comply with all public disclosure obligations applicable to Turkish issuers of the same type of capital markets instruments and in particular, the CMB regulations on the disclosure of special events also apply to foreign issuers.

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Pursuant to the provisions of the Foreign Capital Markets Instruments Communiqué, dividend payments relating to the foreign capital markets instruments and depository receipts can be made either in TRY or in the currency of denomination of the relevant foreign capital markets instrument.

The Foreign Capital Markets Instruments Communiqué further regulates that all financial and corporate rights relating to the foreign capital markets instruments and their exercise are subject to the jurisdiction of the home state of the foreign issuer. Pursuant to the requirements of the Foreign Capital Markets Instruments Communiqué, the Company and the Principal and Selling Shareholders will enter into a representative agreement with the Sole Bookrunner as representative of the Company and the Principal and Selling Shareholders for the purposes of public disclosure obligations under Turkish regulations. For risks associated with the Foreign Capital Markets Instruments Communiqué see Chapter 3 “Risk Factors – The Company will be subject to additional compliance obligations under Turkish law and may face difficulties in adapting to the evolving Turkish legislation on foreign issuers”.

17.2.2 Disclosure of special events and beneficial ownership interests in shares On 6 February 2009, the CMB published a new communiqué numbered VIII / 54 on the principles regulating public disclosure of special events (the “Disclosure Communiqué”). The Disclosure Communiqué regulates ad hoc disclosure requirements for publicly traded companies. With the Disclosure Communiqué, the CMB makes a distinction between “inside information” and “continuous information.” Rather than identifying each special event requiring disclosure in the Disclosure Communiqué, the CMB left specific disclosure decisions regarding inside information to the companies’ individual discretion on a case-by-case basis. To aid publicly traded companies in applying the new disclosure requirements, the CMB published a supplementary guideline (the “Guideline”), which defines and discusses the disclosure requirements in detail and provides various illustrative examples. The Disclosure Communiqué requires publicly traded companies to disclose inside information, which is defined in the Guideline as information that (i) is related to a specific event; (ii) may be considered significant or important by an investor in making an investment decision; (iii) is related to events not disclosed to the public; (iv) would provide holders of such information an advantage over others in the sale and purchase of the company’s capital markets instruments; and (v) may influence the value of the relevant capital markets instrument or the investment decisions of the company’s investors. Examples of inside information provided by the Guideline include, among others: • material administrative or legal proceedings; • extraordinary income and profit; • mergers and acquisitions; • material changes in the company’s financial position; • material changes related to financial assets such as acquisition or disposal of 10%

or more of another company’s shares or total voting rights, or addition of profits to the share capital of the company following sale of financial assets;

• acquisition of shares by non-shareholders or shareholders without management

control over the company in a manner which would give them management control; and

• change of independent auditors and senior management.

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Publicly traded companies may suspend the disclosure of inside information by taking full responsibility for any non-disclosure in order to protect their legitimate interests, provided that (i) such suspension is not misleading; (ii) the company is able to keep any related inside information confidential; and (iii) a written approval of the board of directors, or an officer authorized by the board of directors is obtained. Inside information must be publicly disclosed if its confidentiality cannot be preserved. The following changes in share ownership or management control in a publicly traded company must be publicly disclosed under the Disclosure Communiqué by persons conducting the relevant transactions: • any direct or indirect acquisition of 5%, 10%, 15%, 20%, 25%, 331/3%, 50%, 662/3%

or 75% or more of the issued share capital or voting rights of the company by a person or persons acting together, and thereafter of their transactions in the shares or voting rights of the company when their total number of shares or voting rights of the company falls below such thresholds;

• any direct or indirect acquisition of 5%, 10%, 15%, 20%, 25%, 331/3%, 50%, 662/3%

or 75% or more of the issued share capital or voting rights of the company by investment funds belonging to a founding shareholder, and thereafter of those transactions in the shares or voting rights of the company that cause their total number of shares or voting rights of the company to fall below such thresholds; and

• transactions relating to the shares or other capital markets instruments of the

company by persons with managerial responsibility in the company or persons with close relations to any such persons as of the date when the aggregate value of the transactions performed by such persons reach TRY 10,000 (approximately EUR 5,032) over a 12-month period.

In addition, companies must publicly disclose the changes in their total number of voting rights or their amount of share capital on the first business day of the month following the change. Disclosures regarding (i) changes related to ownership structure and management control; (ii) capital markets instruments attached to shares; and (iii) a company’s acquisition of its own shares must be made no later than 9:00 a.m. on the third business day following the occurrence of the event triggering the disclosure requirement. Disclosures regarding other events (including the disclosure of inside information) must be made immediately upon the occurrence or discovery of the relevant event.

17.2.3 Insider trading & market manipulation Insider trading is defined in the Capital Markets Law as benefiting from, or permitting others to benefit from, or avoiding losses through, or enabling others to avoid losses through, the use of non-public information which may affect the value of securities. Benefiting from non-public information is the essential component for this crime. For an act to constitute an insider trading violation, the information must be utilized in a manner which provides an unfair advantage over other investors. Insider trading violations are punishable by prison terms of two to five years and by fines ranging from TRY 100,000 (approximately EUR 50,322) to TRY 1,000,000 (approximately EUR 503,220). However, the minimum monetary fine imposed may not be less than three times the monetary benefit obtained through such actions. Also administrative fines may be prescribed by the CMB ranging from TRY 17,170 (approximately EUR 8,640) to TRY 114,464 (approximately EUR 57,601). Activities such as market manipulation, disseminating misleading information and engaging in activities unauthorized by the CMB are also punishable by the same penalties applicable to insider trading. Notwithstanding these sanctions, the effectiveness of this legislation depends largely on the extent to which its provisions are observed by intermediaries and investors and enforced by the CMB. To the extent these provisions are not observed or enforced, prices of securities traded on the Istanbul Stock Exchange may be affected by trading based on material non-public information. Recently, a number of court decisions have imposed insider trading sanctions.

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17.2.4 Mandatory offer

If any party or parties acting together acquire management control in a public company whose shares are registered with the CMB, such party or parties are required to make an offer to the other shareholders to buy their shares and apply to the CMB within six business days following the acquisition of the shares and voting rights granting management control and start the actual offer transactions within 45 business days following such acquisition. Acquisition of management control occurs when a person individually or acting together with others, owns, directly or indirectly, at least 50% of the share capital or voting rights of a company, or, without being subject to the above-mentioned percentage threshold acquires privileged shares which grant the power to elect directors constituting the simple majority of the board of directors or to nominate such number of directors for election at the general assembly. No offer requirement arises in cases such as when management control is shared equally between the acquirers and the previous holders of management control, when shares are transferred within a group of companies controlled by the same person or when the acquisition of at least 50% of share capital is made by persons already having management control by way of their privileged shares. The CMB may grant exemption from mandatory offer obligation under certain specific circumstances.

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18 Taxation

18.1 Certain Austrian tax consequences for holders of Shares

18.1.1 General The following selected aspects of taxation in Austria are of a general nature and do not purport to be an exhaustive account of the tax considerations relevant to the acquisition, ownership and disposal of the Shares. The following summary is based on the tax legislation in force in Austria at the date of this Prospectus, and is subject to any changes in Austrian law and practice occurring after that date, which changes may have retroactive effect. This summary focuses on the tax treatment of dividends, in particular on withholding tax, and capital gains which may be derived from the Shares by individuals with a domicile or their habitual abode in Austria (“Austrian Resident Individuals”) and legal entities with their corporate seat or their place of management in Austria (“Austrian Resident Corporations”) as well as by individuals who do not have a domicile or their habitual abode in Austria and legal entities who do not have their corporate seat or place of management in Austria (“Non-Austrian Residents”). Some of the potential inheritance and gifts tax consequences of the transfer of Shares are also described. It is not possible to describe all relevant tax considerations, particularly as tax consequen-ces largely depend on the circumstances of the individual purchasers of shares. It is there-fore strongly recommended that any potential investor consult its own tax adviser in order to determine the particular consequences for its purchase, ownership or disposal of the Shares.

18.1.2 Taxation of dividends Dividends paid by an Austrian joint stock company to its shareholders are subject to a withholding tax (Kapitalertragsteuer – KESt), at a rate of 25%. Unless an exemption from this dividend withholding tax applies, the Austrian dividend-paying corporation has to deduct from the dividend such Austrian withholding tax at a rate of 25% or, if applicable, a reduced treaty rate. For Austrian Resident Individuals, the 25% dividend withholding tax is flat and final, i.e. neither is income tax due over and above the amount withheld nor do the dividends have to be included in the shareholder’s income tax return (Endbesteuerung). Alternatively, the shareholder may file an income tax return including the dividends received and apply for assessment of his income tax liability based on the filed income tax return. In this case, the tax rate applied to the dividends equals half of the average income tax rate instead of 25%. Expenses, including interest expenses, relating to the dividends are not deductible. For Austrian Resident Corporations (Körperschaften), Austrian dividend income is exempt from corporate income tax, and the dividend withholding tax is credited against the corporate income tax liability of the recipient or refunded. No withholding tax has to be deducted by the distributing company where the recipient company directly holds at least 25% of the share capital of the distributing company.

For Non-Austrian Residents dividends distributed by an Austrian company are also subject to 25% withholding tax. However, double taxation treaties (“tax treaties”) may provide for a reduction of Austrian tax on dividends. Austria has entered into tax treaties with more than 80 countries. Most of the Austrian tax treaties basically follow the OECD Model Convention and provide for a reduction of Austrian tax on dividends to 15% and for a further reduction in case of qualified participations. The tax treaty with Turkey also provides for a reduction of Austrian withholding tax to 15% and, in case of a direct control of at least 25% of the voting power by a company (other than a partnership), to 5%.

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The tax treaty with Germany provides for a reduction of Austrian withholding tax to 15% and, in case of a direct shareholding of at least 10% by a company (other than a partnership), to 5%. The tax treaty with the United Kingdom also provides for a reduction of Austrian withhol-ding tax to 15% and, in case of a (direct or indirect) control of at least 25% of the voting power by a company, to 5%. The tax treaty with the United States provides for a reduction of Austrian withholding tax to 15% and, in the case of a direct ownership of at least 10% of the voting stock by a company (other than a partnership), to 5%. Non-Austrian Residents who are entitled to a reduced rate under an applicable tax treaty may apply for refund of the difference between the 25% withholding tax and the lower rate provided for by the tax treaty. In order to obtain such a refund, an eligible non-resident shareholder will generally have to provide a certificate of residency issued by the tax authorities of the shareholder’s country of residence. Claims for refund of Austrian dividend withholding tax may be filed with the tax office Bruck Eisenstadt Oberwart, Neusiedler-straße 46, A-7001 Eisenstadt, by using forms ZS-RD 1 and ZS-RD 1A (German) or ZS RE 1 and ZS RE 1A (English). Reduced treaty rates on dividends may be available at source if the requirements set out under an ordinance of the Austrian Federal Ministry of Finance dated 17 June 2005 (DBA-Entlastungsverordnung, BGBl III 2005/92) are met.

To obtain the reduced treaty rates at the source the beneficial owner of the dividends must complete and forward to the dividend-paying corporation form ZS-QU1, (for any other income subject to withholding tax in Austria) or ZS-QU2 if the beneficial owner is a legal entity. However, the Company is under no obligation to grant tax treaty relief at source. The application forms may be obtained from the website operated by the Austrian Ministry of Finance (http://www.bmf.gv.at/service/formulare/_start.htm) (information on the website of the Austrian Ministry of Finance is not incorporated by reference into this Prospectus). Dividends paid to a company qualifying under the Parent Subsidiary Directive (90/435/EEC as amended) (“EU parent company”) are exempt from withholding tax if the EU parent company has held directly at least 10% of the share capital of the Austrian dividend-paying corporation for an uninterrupted period of at least one year and certain additional criteria are met.

18.1.3 Taxation of capital gains Capital gains realised by Austrian Resident Individuals from the sale of privately held shares in an Austrian corporation are subject to the following tax regime: If the shares are sold within twelve months after purchase (so-called speculative transactions), capital gains are taxable at the applicable progressive income tax rate of up to 50%. Capital gains from speculative transactions (in total) are exempt up to an amount of EUR 440 per year. After a holding period of twelve months, capital gains from the sale of privately held shares are not subject to Austrian income tax unless the shareholder has, at any point in time during the last five years prior to the sale, directly or indirectly held a participation of at least 1% in the corporation; in this case, the capital gains are taxed at half the average income tax rate of the shareholder. If a shareholder who, at any point in time during the last five years has held a shareholding of at least 1% in the corporation’s capital takes steps resulting in Austria losing its taxation rights to other countries (e.g. by transferring his/her residence outside of Austria), a capital gain amounting to the difference between the acquisition cost and the fair market value of the shares is realised. If the shareholder moves to another EU member state or an EEA member state with which Austria has entered into an agreement on mutual assistance and tax enforcement, taxation of such capital gain is deferred upon request of the shareholder. The deferred tax would be levied upon actual disposal of the shares as well as upon transfer of the shareholder’s residence for tax purposes to a state other than an EU member state or an eligible EEA member state. After a period of ten years from the shareholder’s move abroad Austrian tax should no longer be levied.

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If the shares are held as business assets by an Austrian Resident Individual capital gains from the sale of the shares are subject to income tax at progressive rates up to 50% if sold within twelve months after their acquisition; all other capital gains are taxed at half the average income tax rate of the shareholder irrespective of whether or not a stake of less than 1% is held. If shares in an Austrian corporation are held by an Austrian Resident Corporation capital gains realised upon the sale of the shares are subject to corporate income tax at a rate of 25%. Under domestic Austrian law, Non-Austrian Residents, whether being individuals or corpo-rations, for tax purposes are subject to Austrian income tax at half the average income tax rate of up to 50% (except the shares are sold within the twelve month speculation period), or corporate income tax at a rate of 25% respectively, only if either the shares are held as assets attributable to an Austrian permanent establishment or the Non-Austrian Resident, whether being an individual or corporation, has, at any point in time during the last five years prior to the sale, directly or indirectly held a participation in the corporation of at least 1%. However, unless the shares are attributable to an Austrian permanent establishment most Austrian tax treaties allocate the taxing right for capital gains from the sale of the shares to the country the seller is resident and therefore, such income is not taxable in Austria (special rules may apply under certain treaties if the corporation’s assets mainly consist of real property situated in one of the contracting states). Potential investors should be aware that on 28 October 2010 the Federal Government of Austria (Österreichische Bundesregierung) published a draft legislation (Budgetbegleit-gesetz 2011-2014) which it intends to submit to the Austrian parliament for enactment. Under this proposed legislation, the distinction between securities sold within 12 months of their purchase and securities sold after 12 months of their purchase shall be abolished in respect to securities purchased after 31 December 2010 and all capital gains realised from the sale of securities purchased after 31 December 2010 shall, irrespective of any holding period, be taxed at a rate of 25%.

18.1.4 Inheritance and gift tax As of 1 August 2008, Austria has abolished any tax on inheritance and gifts. No tax is imposed on gratuitous transfers (except for land transfer tax which is usually based on a tax value considerably lower than market value) but mandatory reporting obligations on such transfers exceeding certain limits has been implemented.

18.1.5 Capital contribution tax Under the Austrian Capital Tax Act (Kapitalverkehrsteuergesetz), the issuance of new shares by an Austrian corporation is subject to capital tax (Gesellschaftsteuer) amounting to 1% of the consideration for such shares. Capital tax is levied on the company issuing the new shares , however, the acquirer of the shares can be held liable for the payment.

18.2 Certain Turkish tax consequences for holders of Shares

18.2.1 General The following selected aspects of taxation in Turkey are of a general nature and do not purport to be an exhaustive account of the tax considerations relevant to ownership or disposal of, or payments to be made in relation to the Shares. It is not exhaustive and potential investors are urged to consult their professional advisors as to the tax consequences of holding or selling the Shares. The following summary is based on the tax legislation in force in Turkey at the date of this Prospectus, and is subject to any changes in Turkish law and practice occurring after that date.

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18.2.2 Tax status of shareholders Under Turkish income and corporate tax laws, there are two types of tax status in determination of income tax liabilities of taxpayers. Those who are resident in Turkey are liable to Turkish income taxation on their worldwide income. Those who are not resident in Turkey are subject to Turkish income taxation on their Turkish source income only. Individuals are considered resident in Turkey if (i) they are domiciled in Turkey in accordance with the Turkish Civil Code or (ii) they stay in Turkey for more than six months in a calendar year (“Turkish Resident Individuals”). Individuals are considered not resident in Turkey if they are not Turkish Resident Individuals (“Non-Turkish Resident Individuals”). Legal entities are treated as resident in Turkey if they are incorporated in Turkey under relevant Turkish laws, or, if their effective places of management are in Turkey despite their incorporation abroad (“Turkish Resident Corporate Taxpayers”). Legal persons are consi-dered not resident in Turkey in the absence of their incorporation and an effective place of management in Turkey (“Non-Turkish Resident Corporate Taxpayers”). For Turkish tax purposes, investment funds established under Turkish securities legislation are deemed to be corporations. Foreign investment funds with similar characteristics of Turkish investment funds are also considered as corporations for Turkish income taxation purposes. For Non-Turkish Residents, as far as the dividend income is concerned, it is considered Turkish source income where the capital is invested in Turkey. As for capital gains, Non-Turkish Residents are considered to have Turkish source income if the transaction leading to the gains is concluded in Turkey, or if the payment for conside-ration is made in Turkey, or if the payment is accounted for in Turkey even if it is made outside Turkey. Capital gains arising upon a disposal of the Shares on the Istanbul Stock Exchange will be considered as Turkish source income.

18.2.3 Taxation of capital gains General Turkish Resident Individuals are taxed on their capital gains upon disposal of shares, based on a progressive tax tariff at the rates varying from 15% to 35%, with a possibility of a tax credit for taxes paid at source, including foreign taxes (see Chapter 18.2.5 “Foreign tax credit” below). Turkish Resident Individuals are required to report their capital gains through annual income tax returns. Capital gains are fully tax exempt if the share certificates have been held at least for two years, except for the shares that are held as business assets. However, this exemption is not available for the capital gains that arise upon the disposal of shares issued by a company which is not resident in Turkey. Non-Turkish Resident Individuals are taxed on their Turkish source capital gains upon disposal of shares on the same basis of taxation that applies to Turkish Residents being individuals, although Non-Turkish Resident Individuals are required to file a tax return within 15 days following the transaction, instead of filing on annual basis, whereas these Non-Turkish Resident Individuals are also not entitled to a tax credit for foreign taxes. Capital gains arising from the disposal of shares by Turkish Resident Corporate Taxpayers are subject to Turkish corporate tax on their capital gains at 20%, the capital gains being considered as ordinary corporate income, with a tax credit for taxes paid at source, including foreign taxes (see Chapter 18.2.5 “Foreign tax credit” below). 75% of capital gains may be exempted from corporate taxation under certain conditions, including without limitation, the necessity to have hold the shares for at least for two years. Non-Turkish Resident Corporate Taxpayers are taxed on their Turkish source capital gains at a combined total rate of 32% upon filing a tax return within 15 days following the transaction. If the shares are held by a permanent establishment in Turkey, the capital gains are included into income of the permanent establishment and are subject to Turkish corporate taxation in the usual manner, including a branch profits withholding tax at 15% upon remittance of profits.

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Capital gains by investment funds and investment corporations resident in Turkey will be subject to special tax regime valid for such funds and corporations under which income from their portfolios is generally exempt from Turkish corporate income taxation. Temporary tax regime Until the end of 2015, taxation of capital gains arising from the disposal of shares on the ISE is governed by the temporary article 67 of the Turkish Income Tax Code 193. Temporary article 67 envisages a withholding tax mechanism, on a quarterly reporting basis, whereby intermediary banks and brokerage firms operating in Turkey are held responsible for implementing the withholding tax on the capital gains by their customers arising from sale of shares through those banks and brokerage firms. For Non-Turkish Resident Individuals and Corporate Taxpayers investing in shares, the responsibility for the withholding tax will normally be with their custodians in Turkey. The statutory withholding tax rate is 15 %. Nevertheless, effective as of 1 October 2010, the rate of withholding tax on the capital gains upon disposal of shares is reduced to zero percent for all Turkish Resident Individuals and Corporate Taxpayers and Non-Turkish Resident Individuals and Corporate Taxpayers, based on the Council of Ministers Decree 2006/10731, as amended by the Council of Ministers decree 2010/926 published on 30 September 2010. The rate of withholding tax on capital gains of Turkish securities investment funds, pension funds, and Turkish securities investment corporations, is also zero percent under the same Council of Ministers Decree. The withholding tax paid, albeit at zero percent currently, at the level of intermediary banks or brokerage houses, including the custodians in Turkey, is a final Turkish tax for Non-Turkish Resident Individuals and Corporate Taxpayers, provided that such gains are not related to the shares that are held through their permanent establishments in Turkey. The withholding tax, albeit at zero percent currently, is also a final tax for Turkish Resident Individuals. Where the shares are held as business asset by Turkish Resident Individuals, the capital gains will be subject to full Turkish income taxation through annual filing with a tax credit for the withholding tax paid at source, if any. Turkish Resident Corporate Taxpayers will be subject to corporate income taxation in the usual manner, for their capital gains arising from disposal of the shares with a tax credit for the withholding tax paid at source, if any. The same treatment will be valid for Non-Turkish Resident Corporate Taxpayers who hold and sell the shares through their permanent establishments in Turkey. Investors are urged to consider that the Turkish government may re-regulate the actual withholding tax rates to be applicable for all taxpayers, based on the authority bestowed to it by the temporary article 67. Therefore, there can be no guarantee that the zero percent withholding tax will be maintained in the future. If the rate is increased above zero percent in the future, Turkish Resident Individuals and Non-Turkish Resident Individuals, for whom the withholding tax is normally a final tax, may voluntarily file a special tax return on annual basis to be able to offset capital losses arising from sale of capital market instruments against capital gains of other capital market instrument sales during the year, provided that the assets sold at the ISE are in the same category for that purpose (i.e., fixed income securities, variable income securities, etc.). Capital losses of a year cannot be carried forward.

18.2.4 Taxation of dividends Gross amount of dividends earned from a foreign company by Turkish Resident Individuals are fully subject to Turkish income tax through annual filing, based on the progressive income tax tariff, at the rates from 15% to 35%, with the possibility of a tax credit for the foreign withholding tax paid at source (see Chapter 18.2.5 “Foreign tax credit” below). Gross dividends earned from a foreign company by Turkish Resident Corporate Taxpayers are fully subject to Turkish corporate income tax at 20%, with the possibility of a tax credit

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for foreign dividend withholding tax paid at source (see Chapter 18.2.5 “Foreign tax credit” below). The same treatment applies to a Non-Turkish Resident Corporate Taxpayers if the shares are held through a permanent establishment in Turkey. Dividends received from a foreign company by Turkish investment funds and investment companies will be subject to special tax regime applying to their portfolio income. For Non-Turkish Resident Individuals and Corporate Taxpayers other than Non-Turkish Resident Corporate Taxpayers holding the shares through a permanent establishment in Turkey, Turkish tax treatment of dividends paid by a non-Turkish corporation but cashed in Turkey is not certain. Where a Non-Turkish Resident Individual or Corporate Taxpayer is considered “not to have invested in Turkey” just because of the fact that the shares issued by a non-Turkish corporation are purchased at the ISE, held in Turkey and the dividends attached to these shares are cashed in Turkey, then, in such a case there should be no Turkish income tax implication for dividends paid by a non-Turkish corporation but cashed in Turkey. Where the test of “investment in Turkey” is to be interpreted in a way to include purchase and holding of non-Turkish shares in Turkey and cashing the dividends just through Turkish investment accounts, then, the dividends received in Turkey in relation to non-Turkish shares may be considered as Turkish source income and subject to Turkish income taxes as such. In such a case, a Non-Turkish Resident Individual or Corporate Taxpayer investing in non-Turkish shares may be subject to taxation in Turkey, unless a tax treaty relief is available.

18.2.5 Foreign tax credit For Turkish Resident Individuals, the foreign tax credit is limited to Turkish tax calculated as being proportional to the foreign source income over their total income reported in the tax return. Excess foreign tax credit cannot be carried forward. No foreign tax credit is given in the case of Non-Turkish Resident Individuals who are subject to taxation in Turkey on their Turkish source income. For Turkish Resident Corporate Taxpayers, the foreign tax credit is limited to the Turkish tax calculated on the foreign source income. Excess foreign tax credits can be carried forward for three years. The same rules are valid for Non-Turkish Resident Corporate Taxpayers. Turkish investment funds and corporations may not be eligible for foreign tax credits by virtue of the fact that their portfolio income is exempt from Turkish corporate taxation. In the case of foreign source dividends, Turkish Resident Corporate Taxpayers may also claim a foreign tax credit for the underlying foreign corporate tax, provided that the Turkish entity owns at least 25%, directly or indirectly, of the capital (or voting rights) of foreign corporation paying the dividends. Under Turkish tax legislation, taxpayers are required to submit, together with their tax returns, the documents issued by foreign tax authorities indicating the payment of foreign taxes. These documents are also required to be stamped by Turkish consulates in the countries where the foreign taxes are paid. If the documents are not available as of filing date, the taxpayers may request the deferral of payment for Turkish tax corresponding to the foreign tax credit up to one year. Where the documents required are submitted within one year, the deferred taxes will be cancelled. Otherwise, it becomes payable after one year together with late payment interest charges. Where the foreign source income is taxed at source at a rate higher than a tax treaty rate, if a tax treaty is available between Turkey and the country where the income is earned, the foreign tax paid in excess of what is allowed under the tax treaty may not be eligible for tax credit for Turkish tax purposes. Therefore, the investors are urged to seek possibilities and comply with necessary procedures for getting a refunding from the source country’s tax authorities under the relevant tax treaty reliefs.

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18.2.6 Stamp tax The purchase, the holding or the sale of shares on the ISE are not subject to Turkish stamp tax.

18.2.7 Other taxes Purchase or disposal of the share certificates is not subject to Turkish VAT. The Banking and Insurance Transaction Tax (“BITT”) will be payable at 5% on dividend and capital gains by investors who are liable for the BITT such as banks, insurance companies, brokerage houses, etc., operating in Turkey. Inheritance of shares by virtue of death or donation triggers Turkish Inheritance and Gifts Tax (“IGT”). The IGT is charged on the current value of the shares, after deduction of the exemption of TRY 109,971 (approximately EUR 55,340) for each heir, from 1% up to 10%, based on a progressive tax tariff, if the acquisition is by virtue of death. The IGT is calculated at rates from 10% up to 30%, on the current value of the shares, if the acquisition is by virtue of donation. If the donation is by father, mother, spouse or children, then the rates are applied at half (i.e. at 5% to 15%). In the case of donations, TRY 2,535 (approximately EUR 1,276) of the value is exempt from the IGT.

18.2.8 Tax treaties The Turkish Revenues Administration published a list of tax treaties concluded by Turkey and currently in effect on its web-site (http://www.gib.gov.tr/index.php?id=1055) (informa-tion on this website is not incorporated by reference into this Prospectus). For capital gains, some of the treaties may provide no taxation in Turkey, and some may provide exemption from Turkish taxation depending on holding period of the shares. Investors should consider receiving professional advice depending on their facts and circumstances.

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19 Underwriting

19.1 Description of underwriting arrangements

İş Yatırım Menkul Değerler A.Ş. is the Sole Global Coordinator and Sole Bookrunner of the Offering. The principal offices of İş Yatırım Menkul Değerler A.Ş. are located at İş Kuleleri, Kule 2 Kat 12, 34330, 4. Levent / İstanbul, Turkey. Erste Group Bank AG, Graben 21, A-1010 Vienna, Austria, WOOD & Company Financial Services, a.s., Palladium, Náměstí Republiky 1079/1a, 110 00 Praha 1, Czech Republic, and Renaissance Capital Limited, One Angel Court, London EC2R 7HJ, United Kingdom, are acting as Co-Lead Managers (together with the Sole Bookrunner, the “Managers”). Subject to the terms and conditions set out in the underwriting agreement dated 8 November 2010, (the “Underwriting Agreement”) between İş Yatırım Menkul Değerler A.Ş., Erste Group Bank AG and WOOD & Company Financial Services, a.s. (together the “Underwriters”), Renaissance Capital Limited, the Company and the Principal and Selling Shareholders, and subject to the terms of a pricing agreement to be entered into among the Company, the Principal and Selling Shareholders and the Managers on the date of the pricing of the Offering (the “Pricing Agreement”), • the Company and the Principal and Selling Shareholders will agree to offer for

subscription or sell (as the case may be) to the Underwriters, and the Underwriters will, jointly and not severally, agree to procure subscribers or purchasers, or failing which, to purchase themselves, the number of Offered Shares specified below at the final Offer Price; and

• Renaissance Capital Limited will agree to use its best efforts to procure purchasers for the number of Offered Existing Shares specified below at the final Offer Price:

Managers Number of Offered Shares

(excluding Offered Additional Shares)

%

İş Yatırım Menkul Değerler A.Ş. 1,736,227 64.3

Erste Group Bank AG 321,323 11.9

WOOD & Company Financial Services, a.s. 321,323 11.9

Renaissance Capital Limited 321,323 11.9

Total 2,700,196 100.0

Subject to the execution of the Pricing Agreement, the Underwriters will underwrite 88.1% of the Offered Shares (excluding the Offered Additional Shares but including all Offered New Shares and Offered Treasury Shares) on a firm commitment basis, and Renaissance Capital Limited will procure purchasers for 11.9% of the Offered Shares (excluding the Offered Additional Shares) on a best efforts basis. In addition, Baader Bank Aktiengesellschaft, D-85716 Unterschleißheim, Weihenstephaner Straße 4, is acting as selling agent. The Underwriting Agreement provides that the obligations of the Underwriters are subject to the fulfillment of certain conditions such as the registration of Offered New Shares in the companies’ register and admission of the Offered New Shares to trading on the VSE and of the Shares to trading on the ISE.

19.2 Commissions

As compensation to the Managers, the Company and the Selling and Principal Shareholders will pay to the Managers a commission of 1.50% of the gross proceeds from

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the Offered Shares they sell in the Offering. In addition, the Company and the Selling and Principal Shareholders might pay to the Managers a discretionary success fee of 1.00% of the gross proceeds from the Offered Shares they sell in the Offering.

19.3 Termination, indemnity

Under the terms of the Underwriting Agreement, the Company is required to indemnify and hold harmless the Managers against certain liabilities in connection with the Offering, including liabilities from any inaccuracy or incompleteness of this Prospectus or any breach of the Company’s obligations under the Underwriting Agreement. The Sole Bookrunner on behalf of the Managers reserves the right to terminate the Underwriting Agreement under certain circumstances (e.g. force majeure or material trading limitations on the ISE, VSE, Frankfurt Stock Exchange, New York Stock Exchange or London Stock Exchange in general or in respect to the Shares) after completion of the Subscription and the International and Turkish Offer Periods up until the Closing Date which is expected to occur on or about 1 December 2010.

19.4 Other relationships None of the Managers and/or their affiliates have provided or provide investment banking, commercial banking, financial advisory and/or similar services to the DO & CO Group on a regular basis, nor do the Managers maintain business relationships with the Group in their capacity as credit institutions or as lenders under credit facilities.

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20 Selling restrictions The offering of the Offered Shares has not been and will not be registered under the securities laws of any jurisdiction other than the Republic of Turkey. Shareholders resident outside the Company’s home country, Austria, may be restricted in their ability to exercise their subscription rights. The shareholders are therefore required to inform themselves about and observe any such restrictions. The subscription rights and the Offered Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States. Consequently, subscription rights may be exercised only by or on behalf of shareholders outside the United States in reliance on Regulation S under the Securities Act. The Offered Shares may not be offered or sold within the United States, and may only be offered or sold outside the United States in reliance on Regulation S under the Securities Act. The Turkish Public Offer and the Shares will be registered with the CMB pursuant to the provisions of the Capital Markets Law No. 2499, as amended. Such registration does not constitute a guarantee by the CMB or any other public authority with respect to the Shares or the Company. Neither this Prospectus nor any other offering material related to the International Institutional Offering may be used in connection with the general offering to the public in Turkey for the purpose of the sale of Offered Shares without the prior approval of the CMB.

20.1 Investors’ representations and restrictions on resale Each person exercising subscription rights in the Rights Offering and each purchaser of Offered Shares will be deemed to have represented and agreed that it has received a copy of this Prospectus and that:

• it acknowledges that the Offered Shares and the subscription rights (or exercise

thereof) have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state of the United States and are subject to significant restrictions on exercise and transfer;

• it is, and the person, if any, for whose account or benefit it is exercising the subscrip-

tion rights or acquiring the Offered Shares is, outside the United States at the time the buy order for the subscription rights or the Offered Shares is originated and continues to be located outside the United States, and the person, if any, for whose account or benefit the subscription rights are exercised or the Offered Shares are purchased reasonably believes that it is outside the United States, and neither it nor any person acting on its behalf has exercised the subscription rights or purchased the Offered Shares for the benefit of any person in the United Sates or entered into any arrangement for the transfer of the Offered Shares to any person in the United States;

• it is not an affiliate of the Company or a person acting on behalf of such affiliate; • it is aware of the restrictions on the offer, exercise and sale, as the case may be, of

the subscription rights and the Offered Shares pursuant to Regulation S described in this Prospectus;

• it understands that the subscription rights and the Offered Shares may not be offered, resold, pledged, or otherwise transferred except in an offshore transaction in accordance with Regulation S or otherwise pursuant to a valid exemption from the Securities Act;

• the Offered Shares have not been offered to it by means of any “directed selling

efforts” as defined in Regulation S under the Securities Act; and

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• any offer, sale, pledge or other transfer of the subscription rights or the Offered Shares made other than in compliance with the above-stated restrictions shall not be recognised by the Company.

20.2 United Kingdom

The Sole Bookrunner will represent, warrant and agree that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Offered Shares in circumstances in which section 21(1) of the FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Shares in, from or otherwise involving the United Kingdom.

20.3 European Economic Area

In relation to each member state of the European Economic Area which has implemented the Directive 2003/71/EC (the “Prospectus Directive”) (each, a “Relevant Member State”), the Sole Bookrunner will represent and agree that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Offered Shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Offered Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Offered Shares to the public in that Relevant Member State at any time:

• to legal entities which are authorised or regulated to operate in the financial markets

or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity which has two or more of (i) an average of at least 250 employees during the last business year; (ii) a total balance sheet of more than EUR 43 million and (iii) an annual net turnover of more than EUR 50 million, as shown in its last annual or consolidated accounts; or

• in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Offered Shares to the public” in relation to any Offered Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Shares to be offered so as to enable an investor to decide to purchase or subscribe the Offered Shares, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state. The Prospectus Directive includes any relevant implementing measure in each Relevant Member State.

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21 Glossary

AAC Augsburg Air Caterer together with its subsidiaries and affiliates

AD PS Attila Dogudan Privatstiftung ADRIA Adria Airways together with its subsidiaries and affiliates AIOLI AIRPORT AIOLI Airline Catering Austria GmbH AIOLI RESTAURANTS AIOLI Restaurants & Party-Service GmbH AIR FRANCE Air France, S.A. together with its subsidiaries and affiliates AIR KARGO Hava Kargo A.Ş. together with its subsidiaries and affiliates AIR MALTA Air Malta Plc together with its subsidiaries and affiliates Airport Ground Handling Act The Austrian Airport Ground Handling Act (Flughafen-

Bodenabfertigungsgesetz), as amended Air Traffic Security Act The Austrian Air Traffic Security Act (Bundesgesetz über

den Schutz vor Straftaten gegen die Sicherheit von Zivilluft-fahrzeugen, Luftfahrtsicherheitsgesetz), as amended

ALITALIA Alitalia - Compagnia Aerea Italiana S.p.A. together with its

subsidiaries and affiliates ALLSPORT Allsport Management S.A. AMERICAN American Airlines, Inc. together with its subsidiaries and

affiliates AMSTERDAM AIRLINES Amsterdam Airlines B.V. together with its subsidiaries and

affiliates Articles of Association The Articles of Association of the Company as amended by

the shareholders meeting’s resolution of 8 July 2010 ATP Association of Tennis Professionals ATX The Austrian Traded Index of the Vienna Stock Exchange ATX Prime The index of the VSE which contains all shares listed on the

Prime Market. Audited Annual Consolidated Financial Statements The audited annual consolidated financial statements for the

DO & CO Group at, and for the years ended, 31 March 2008, 31 March 2009 and 31 March 2010, in the English language (including the notes thereto)

Audited Consolidated Financial Statements The Audited Annual Consolidated Financial Statements and

the Audited Interim Consolidated Financial Statements

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Audited Interim Consolidated Financial Statements The audited interim consolidated financial statements for the

DO & CO Group at, and for the six months ended 30 Sep-tember 2010, including comparable figures for 30 September 2009, in the English language (including the notes thereto)

AUSTRIAN Austrian Airlines AG together with its subsidiaries and

affiliates Austrian Football Association Österreichischer Fussballbund, the national football associa-

tion of Austria Austrian National Civil Avia- tion Security Programme The Austrian National Civil Aviation Security Programme

(Nationales Sicherheitsprogramm für die Zivilluftfahrt der Republik Österreich - NaSP)

Austrian Resident Corporation(s) Legal entities with their corporate seat or their place of

management in Austria Austrian Resident Individual(s) Individuals with a domicile or their habitual abode in Austria BITT Banking Insurance Transaction Tax Bloomberg Bloomberg L.P. together with its subsidiaries and affiliates BMW BMW AG together with its subsidiaries and affiliates BOEING The Boeing Company together with its subsidiaries and

affiliates Bonds and Bills Market One of the four main market categories of the ISE BRITISH AIRWAYS British Airways Plc together with its subsidiaries and

affiliates C-Rules “Comply or Explain” Rules of the Austrian Code of

Governance CAD Current account deficit CAGR The compounded average growth rate Capital Increase The increase in the capital of the Company (on the basis of

authorised capital resolved upon in the shareholders mee-ting dated 5 July 2007) from currently EUR 15,590,400 by up to EUR 3,897,600 by issuance of up to 1,948,800 no-par value ordinary voting bearer shares (Stückaktien), each re-presenting a calculated notional amount of EUR 2.00 of the nominal capital of the Company, to up to EUR 19,488,000, resolved by the Management Board dated 7 November 2010 and by the Supervisory Board dated 7 November 2010 and expected to be registered with the Commercial Register on or about 30 November 2010.

Capital Markets Act The Austrian Capital Markets Act (Kapitalmarktgesetz) as

amended

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CASINOS AUSTRIA Casinos Austria AG together with its subsidiaries and affiliates

CATHAY PACIFIC Cathay Pacific Airways Limited together with its subsidiaries

and affiliates CCO The chief commercial officer CEO The chief executive officer CET Central European Time CFO The chief financial officer CGC The Austrian Code of Corporate Governance CHINA AIRLINES China Airlines, Ltd. together with its subsidiaries and

affiliates CHIO Concours Hippique International Officiel, an equestrian

tournament conducted under the rules of the International Federation of Equestrian Sports

CIS Commonwealth of Independent States Clearstream Clearstream Banking société anonyme Closing Date The date set forth in Chapter 4.7 of this Prospectus CMB The Capital Markets Board of the Republic of Turkey Co-Lead Managers Erste Group Bank AG, Renaissance Capital Limited,

WOOD & Company Financial Services, a.s. Commercial Code The Austrian Commercial Code (Unternehmensgesetzbuch)

as amended Commercial Register Commercial Register of the Commercial Court of Vienna Company or DO & CO DO & CO Restaurants & Catering AG Competition Board The Competition Board of the Republic of Turkey CONTINENTAL Continental Airlines, Inc. together with its subsidiaries and

affiliates Corporate Products Market One of the equity markets of the ISE, as more closely descri-

bed in Chapter 6.3.1 of this Prospectus CPI Consumer price index CRA Merkezi Kayıt Kuruluşu A.Ş. (Turkish Central Registry) CYPRUS AIRWAYS Cyprus Airways Public Ltd. together with its subsidiaries and

affiliates DELTA Delta Air Lines, Inc. together with its subsidiaries and

affiliates DEMEL GIAVA Giava Demel Srl

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DEMEL NEW YORK DEMEL New York Inc. DEMEL SALZBURG Demel Salzburg Cafe-Restaurant Betriebs GmbH DEMEL VIENNA K.u.K. Hofzuckerbäcker Ch. Demel’s Söhne GmbH DHMI Devlet Hava Meydanları İşletmesi Disclosure Communiqué Communiqué numbered VIII / 54 on the principles relating to

the public disclosure of special events published on 6 February 2009 by the CMB

DO & CO or the Company DO & CO Restaurants & Catering AG DO & CO AIRPORT DO & CO Airline Catering Austria GmbH DO & CO ALBERTINA DO & CO Albertina GmbH DO & CO BADEN DO & CO - Baden Restaurants & Veranstaltungs GmbH DO & CO BERLIN DO & CO Berlin GmbH DO & CO CASINO Café-Restaurant & Catering im Casino Wien GmbH DO & CO CONSULT DO & CO Catering-Consult & Beteiligungs GmbH DO & CO EVENT AUT DO & CO Event Austria GmbH DO & CO EVENT CH DO & CO International Event AG DO & CO FRANKFURT DO & CO Frankfurt GmbH DO & CO GERMANY DO & CO (Deutschland) Holding GmbH DO & CO Group or Group DO & CO and its fully consolidated subsidiaries DO & CO INTERNATIONAL DO & CO International Catering Ltd. DO & CO INVESTMENTS DO & CO International Investments Ltd. DO & CO ISTANBUL DOCO Istanbul Catering ve Restaurant Hiz. Tic. ve San.

A.Ş. DO & CO ITALY DO & CO Italy S.r.l. DO & CO LOGISTICS AUT DO & CO Catering & Logistics GmbH DO & CO LOGISTICS CH DO & CO International Catering & Logistics AG DO & CO LONDON DO & CO Event & Airline Catering Ltd. DO & CO LOUNGE DO & CO Lounge GmbH DO & CO MIAMI DO & CO Miami Catering, Inc. DO & CO MUNICH DO & CO München GmbH DO & CO MUSEUM DO & CO Museum Catering Ltd. DO & CO NEW YORK DO & CO New York Catering, Inc.

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DO & CO OP CATERING DO & CO Olympiapark München Catering GmbH DO & CO OP RESTAURANT DO & CO Olympiapark München Restaurant GmbH DO & CO PARTY-SERVICE DO & CO Party-Service & Catering GmbH DO & CO PLATINUM DO & CO im PLATINUM Restaurantbetriebs GmbH DO & CO PORTUGAL DO & CO – Restauracão & Catering, Lda DO & CO SALZBURG DO & CO – Salzburg Restaurants & Betriebs GmbH DO & CO SPAIN DO & CO Restauracion & Catering Espana, S.L. DO & CO STEPHANSPLATZ DO & CO im Haas Haus Restaurantbetriebs GmbH DO & CO STUDIO 44 B & B Betriebsrestaurants GmbH DO & CO USA DO & CO Holdings USA, Inc. Documents incorporated by reference The Audited Consolidated Financial Statements displayed

on the Company’s special website www.doco-financials.com DZR DZR Immobilien und Beteiligungs GmbH, a subsidiary of

RAIFFEISEN HOLDING EBIT Earnings before interest and taxes EBITDA Earnings before interest, taxes, depreciation and amortiza-

tion EEA European Economic Area EGYPT AIR EgyptAir Airlines Company together with its subsidiaries and

affiliates Emerging Companies Market One of the four main market categories of the ISE EMIRATES Emirates Airline, a company organized under the laws of the

United Arab Emirates, together with its subsidiaries and affiliates

EOS EOS Airlines, Inc. together with its subsidiaries and affiliates ETIHAD Etihad Airways P.J.S.C. together with its subsidiaries and

affiliates EU The European Union EURIBOR The Banking Federation of the European Union’s interest ra-

te for the offering of euro-denominated deposits for the rele-vant interest period, as displayed on the appropriate page of the Telerate screen two days prior to the commencement of any interest period

Euro or EUR The legal currency of the Republic of Austria EUROSTAT The statistical office of the EU

185

EURO 2004 The 2004 UEFA European Soccer Championship Finals in Portugal

EURO 2008 The 2008 UEFA European Soccer Championship Finals in

Austria and Switzerland EURO 2012 The 2012 UEFA European Soccer Championship Finals in

Poland and the Ukraine Euroclear Euroclear Bank S.A/N.V Existing Shares All 7,795,200 Shares issued prior to the Capital Increase Ex-API An automated trading system used for trading on the ISE, as

more closely described in Chapter 6.3.2 of this Prospectus FAO Food and Agriculture Organization of the United Nations FIBA Fédération Internationale de Basketball FMA The Austrian capital markets board (Finanzmarktaufsicht) Foreign Capital Markets Instruments Communiqué Communiqué numbered III / 44 on the principles relating to

the registration and sale of foreign capital markets instru-ments and depository receipts published on 23 October 2010 by the CMB

Foreign Securities Market One of the four main market categories of the ISE Formula 1 Grand Prix A motorcar race conducted under the rules and regulations

of the Fédération Internationale de l’ Automobile FORTNUM & MASON Fortnum & Mason Hospitality Ltd FORTNUM & MASON JV Fortnum & Mason Events Ltd FSMA The UK Financial Services and Markets Act 2000 Funds Market A market of the ISE, as more closely described in Chapter

6.3.1 of this Prospectus FY Financial year of the Company, starting on 1 April and

ending on 31 March of the following calendar year GAAP Generally Accepted Accounting Principles GATE GOURMET Gate Gourmet Switzerland GmbH together with its subsidia-

ries and affiliates GBP British Pound, the legal currency of the UK GDP Gross domestic product GIC GIC International Catering GmbH together with its subsidia-

ries and affiliates Global Offering The offering of (i) that portion of the Offered New Shares

and Offered Treasury Shares which have not been subscri-bed for under the Rights Offering and (ii) all Offered Existing

186

Shares and Offered Additional Shares, as described more fully in this Prospectus

Glossary This glossary GOZEN AIR Gözen Havacılık ve Ticaret A.Ş. together with its subsidia-

ries and affiliates Guideline Supplementary Guideline published by the CMB within the

framework of the Disclosure Communiqué HACCP Hazard Analysis and Critical Control Point HEAS Havaalanı İşletme ve Havacılık Endüstrileri A.Ş. HÜRKUŞ Hürkuş Havayolu Taşımacılık ve Ticaret A.Ş. together with

its subsidiaries and affiliates IATA International Air Transport Association IBERIA Iberia Líneas Aéreas de España, S.A. together with its sub-

sidiaries and affiliates IFRS International Financial Reporting Standards, as adopted for

use in the EU

IGT Inheritance and Gifts Tax

INTER EKSPRES Inter Ekspres Hava Taşımacılık A.Ş. together with its subsidiaries and affiliates

International Institutional Investors The international institutional investors other than the

Turkish International Investors International Institutional Offering The non-public offering of the Offered Shares not sold in the

Rights Offering or the Turkish Public Offering as set forth in Chapter 4.1 of this Prospectus

International Offer Period The period for submission of formal purchase bids under the

International Institutional Offering as set forth in Chapter 4.4.1 of this Prospectus

ISE Istanbul Stock Exchange (İstanbul Menkul Kıymetler

Borsası) ISE All Index A stock market index calculated and published by the ISE,

as more closely described in Chapter 6.3.1 of this Prospectus

ISE Corporate Governance Index A stock market index calculated and published by the ISE,


ISE Investment Trusts Index A stock market index calculated and published by the ISE,


187

ISE National- Financials Index A stock market index calculated and published by the ISE,


ISE National- Industrials Index A stock market index calculated and published by the ISE,


ISE National- Services Index A stock market index calculated and published by the ISE,


ISE National- Technology Index A stock market index calculated and published by the ISE,


ISE New Economy Market Index A stock market index calculated and published by the ISE,


ISE Second National Market Index A stock market index calculated and published by the ISE,


ISE Stabilisation Period The period as set forth on page 3 and in Chapter 4.9 of this

Prospectus within which Stabilisation Measures may be effected on the ISE

ISE Stock Market One of the four main market categories of the ISE ISE 30 Index A stock market index calculated and published by the ISE,


ISE 50 Index A stock market index calculated and published by the ISE,


ISE 100 Index A stock market index calculated and published by the ISE,


ISIN The International Securities Identification Number ISS ISS Ground Service GmbH JAL Japan Airlines Corporation together with its subsidiaries and

affiliates

KLM Koninklijke Luchtvaart Maatschappij n.v. together with its subsidiaries and affiliates

L-Rules Legal requirements of the Austrian Code of Governance LASTING IMPRESSIONS Lasting Impressions Food Company Limited

188

Lock-Up Agreements The agreements between the Sole Bookrunner, the Compa-ny and the Management Board and Supervisory Board as described in Chapter 4.11 of this Prospectus

LSG LSG Lufthansa Service Holding AG together with its subsi-

diaries and affiliates (an affiliate of LUFTHANSA) LSG TURKEY LSG Sky Chefs Havacılık Hizmetleri A.Ş LUFTHANSA Deutsche Lufthansa AG together with its subsidiaries and

affiliates Management The Management Board and its members Management Board The management board (Vorstand) of the Company Managers The Sole Bookrunner and the Co-Lead Managers MEUR Million Euros Mid Market The second market segment of the VSE, as more closely

described in Chapter 6.2.1 of this Prospectus National Market An equity market of the ISE, as more closely described in

Chapter 6.3.1 of this Prospectus Net Proceeds The gross proceeds from the sale of the Offered New

Shares and the Offered Treasury Shares less (i) the commissions of the Managers and other offering-related expenses and (ii) the cost of the purchase of the Offered Treasury Shares incurred by the Company as set forth in Chapter 5 of this Prospectus

New Economy Market An equity market of the ISE, as more closely described in

Chapter 6.3.1 of this Prospectus NIKI NIKI Luftfahrt GmbH Non-Austrian Resident(s) Individuals and legal entities other than Austrian Resident

Individual(s) or Austrian Resident Corporations Non-Turkish Resident Individual(s) Individuals other than Turkish Resident Individual(s) Non-Turkish Resident Corporate Taxpayer(s) Legal entities other than Turkish Resident Corporate

Taxpayer(s) OECD Organisation of Economic Co-operation and Development OeKB Österreichische Kontrollbank Aktiengesellschaft Offered Additional Shares Up to 405,030 no-par value ordinary voting bearer shares

(Stückaktien) of the Company (ISIN AT0000818802) offered by the Principal and Selling Shareholders in the context of the Offering to cover over-allotments

Offered Existing Shares 604,318 no-par value ordinary voting bearer shares (Stück-

aktien) of the Company (ISIN AT0000818802) sold by the Principal and Selling Shareholders in the context of the Offering

189

Offered New Shares 1,948,800 no-par value ordinary voting bearer shares (Stückaktien) of the Company (ISIN AT0000818802) issued in the context of the Capital Increase

Offered Shares The Offered New Shares, the Offered Existing Shares, the

Offered Treasury Shares and the Offered Additional Shares Offered Treasury Shares 147,078 no-par value ordinary voting bearer shares (Stück-

aktien) of the Company (ISIN AT0000818802) sold by the Company in the context of the Offering

Offer Price The maximum and final price for the Offered Shares as set

forth in Chapter 4.2 of this Prospectus Offering The Rights Offering and the Global Offering Official Market The first tier market for the listing of securities under the

Stock Exchange Act OMAN AIR Oman Air SAOC, a company organized under the laws of

the Sultanate of Oman, together with its subsidiaries and affiliates

ONUR AIR Onur Hava Taşımacılık A.Ş. together with its subsidiaries

and affiliates OTC Over-the-counter securities trading PGA Professional Golfers’ Association PIA Pakistani International Airlines Corporation together with its

subsidiaries and affiliates PPI The producer price index Pricing Agreement The agreement to be entered into between the Company

and the Manager as described in Chapter 19.1 of this Prospectus

Primary Market An equity market of the ISE, as more closely described in

Chapter 6.3.1 of this Prospectus Prime Market The first market segment of the VSE, as more closely

described in Chapter 6.2.1 of this Prospectus Principal and Selling Shareholders AD PS and DZR Prospectus This prospectus Prospectus Directive Directive 2003/71/EC PS DOGUDAN Privatstiftung Dogudan PY Previous financial year QATAR Qatar Airways Plc together with its subsidiaries and affiliates R-Rules Recommendations of the Austrian Code of Governance RAIFFEISEN HOLDING Raiffeisen-Holding NÖ-Wien reg. Gen.m.b.H.

190

Regulated Market Official Market and Second Regulated Market Regulation 809/2004 Commission Regulation (EC) No 809/2004 Relevant Implementation Date The date on which the Prospectus Directive is implemented

in that Relevant Member State Relevant Member State Each member state of the European Economic Area which

has implemented the Prospectus Directive Reuters Reuters Group Plc together with its subsidiaries and

affiliates Rights Offering The invitation to the existing shareholders of the Company to

exercise their subscription rights to subscribe for Offered New Shares and Offered Treasury Shares, as more closely described in this Prospectus

RLB NÖ-WIEN Raiffeisenlandesbank Niederösterreich-Wien AG ROYAL AIR MAROC Royal Air Maroc, a company organized under the laws of the

Kingdom of Morocco, together with its subsidiaries and affiliates

RPK Revenue Passenger Kilometers Rump Shares Offered New Shares and Offered Treasury Shares for such

subscription rights are not exercised in the Rights Offering RYANAIR Ryanair Ltd. together with its subsidiaries and affiliates SARS Severe Acute Respiratory Syndrome SAUDI ARABIAN Saudi Arabian Airlines Corporation together with its

subsidiaries and affiliates SAVE Save S.p.A together with its subsidiaries and affiliates SCK SCK-Sky Catering Kitchen GmbH together with its subsidia-

ries and affiliates Second National Market An equity market of the ISE, as more closely described in

Chapter 6.3.1 of this Prospectus Second Regulated Market The second tier market for the listing of securities under the

Stock Exchange Act Securities Act US Securities Act of 1933, as amended

Senior Managers The persons named in Chapter 15.4.3 of this Prospectus SERVAIR Servair S.A. together with its subsidiaries and affiliates Share(s) All and any of the no-par value ordinary voting bearer shares

(Stückaktien) of the Company SINGAPORE Singapore Airlines Ltd. together with its subsidiaries and

affiliates SKY GOURMET Sky Gourmet – airline catering and logitsics GmbH

191

SKY GOURMET MALTA Sky Gourmet Malta Ltd. SKY GOURMET MALTA INFLIGHT Sky Gourmet Malta Inflight Services Ltd. SKY GOURMET SLOVENSKO Sky Gourmet Slovensko s.r.o. Sole Bookrunner İş Yatırım Menkul Değerler A.Ş. SOUTH AFRICAN South African Airways (Proprietary) Limited together with its

subsidiaries and affiliates Stabilisation Funds The funds to be used for Stabilisation Measures as set forth

on page 3 and in Chapter 4.9 of this Prospectus Stabilisation Manager The Sole Bookrunner in his capacity as stabilisation

manager as set forth on page 3 and in Chapter 4.9 of this Prospectus

Stabilisation Measures The measures of the Stabilisation Manager as set forth on

page 3 and in Chapter 4.9 of this Prospectus Standard Market The third market segment of the VSE, as more closely

described in Chapter 6.2.1 of this Prospectus STATISTIK AUSTRIA The Austrian office for statistics (Bundesanstalt Statistik

Austria) Stock Corporation Act The Austrian Stock Corporation Act (Aktiengesetz) as

amended Stock Exchange Act The Austrian Stock Exchange Act (Börsegesetz) as

amended Subscription Agent Erste Group Bank AG in its function as agent accepting

subscriptions for Offered New Shares and Offered Treasury Shares (Bezugsstelle)

Subscription Period The period for the exercise of subscription Rights under the

Rights Offering as set forth in Chapter 4.3.1 of this Prospectus

Supervisory Board The supervisory board (Aufsichtsrat) of the Company TAILWIND Tailwind Havayollari A.Ş. together with its subsidiaries and

affiliates Takeover Directive European Directive 2004/25/EC TIS AUSTRIA Total Inflight Solution GmbH Third Market The third tier market for the listing of securities under the

Stock Exchange Act THY Türk Hava Yollari A.O. TRY Turkish Lira, the legal currency of the Republic of Turkey TURKISH DO & CO THY DO & CO İkram Hizmetleri Anonim Şirketi

192

Turkish Offer Period The period for submission of purchase bids under the Turkish Public Offering as set forth in Chapter 4.4.1 of this Prospectus

Turkish Offering Circular Prospectus prepared for the Turkish Public Offering and the

listing of the Shares on the ISE (Izahname) Turkish Public Offering The public offering of the Rump Shares and the Offered

Existing Shares and the Offered Additional Shares to Turkish Retail Investors and Turkish Institutional Investors in the Republic of Turkey as set forth in Chapter 4 of this Prospectus

Turkish Resident Corporate Taxpayer(s) Legal entities (i) incorporated in Turkey under relevant

Turkish laws (including investment funds established under Turkish securities laws) or (ii) whose effective places of management are in Turkey

Turkish Resident Individual(s) Individuals (i) domiciled in Turkey in accordance with the

Turkish Civil Code or (ii) which stay in Turkey for more than six months in a calendar year

T+2 The period starting on the day on which a trade in a security

has become binding (trade date) and ending two trading days on the relevant stock exchange thereafter


has become binding (trade date) and ending three trading days on the relevant stock exchange thereafter


has become binding (trade date) and ending eight trading days on the relevant stock exchange thereafter

UEFA The Union of European Football Associations UK The United Kingdom of Great Britain and Northern Ireland Underwriters The Sole Bookrunner, Erste Group Bank AG and

WOOD & Company Financial Services, a.s. Underwriting Agreement The agreement between the Company, the Principal and

Selling Shareholders and the Managers as described in Chapter 19 of this Prospectus

UNIQA Uniqa Versicherungen AG together with its subsidiaries and

affiliates Unregulated Third Market Unregulated Third Tier Market of the VSE US, USA, United States The United States of America, its territories and posses-

sions, any State of the United States of America, and the District of Columbia

USD US Dollars, the legal currency of the US VIA Vienna International Airport VIP Very important person

193

VSE Vienna Stock Exchange (Wiener Börse) VSE Stabilisation Period The period as set forth on page 3 and in Chapter 4.9 of this

Prospectus within which Stabilisation Measures may be effected in Austria on the VSE or in the over-the-counter market

Watch List Companies Market An equity market of the ISE, as more closely described in

Chapter 6.3.1 of this Prospectus WHO World Health Organization of the United Nations Wholesale Market An equity market of the ISE, as more closely described in

Chapter 6.3.1 of this Prospectus WPI The wholesale price index

194

22 Statement pursuant to commission regulation (EC) no 809/2004 of 29 April 2004 and

pursuant to section 8 para 1 Capital Market Act

DO & CO Restaurants & Catering Aktiengesellschaft, with its corporate seat in Vienna, Austria, is responsible for this prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information.

Do & Co Restaurants & Catering Aktiengesellschaft as issuer (als Emittent)

Vienna, 26 November 2010

______________ Attila Dogudan

___________________________ Michael Dobersberger

195

23 German Translation of the Summary/Zusammenfassung

The following translation of the original summary is a separate document attached to the Prospectus. It does not form part of the Prospectus itself and has not been approved by the FMA. Further, the FMA did not review its consistency with the original summary. Die folgende Übersetzung der Originalzusammenfassung ist ein separates Doku-ment und bildet einen Anhang zu diesem Prospekt. Sie ist selbst kein Teil dieses Prospekts und wurde nicht von der FMA gebilligt. Auch die Übereinstimmung mit der Originalzusammenfassung wurde nicht von der FMA geprüft.

Warnung: Diese Zusammenfassung muss als allgemeine Zusammenfassung dieses Prospekts gelesen werden. Jegliche Entscheidung zur Anlage in die Angebotenen Aktien sollte auf eine Prüfung des gesamten Prospekts, einschließlich der geprüften Konzern-abschlüsse sowie der Ausführungen im Kapitel Risikofaktoren (“Risk Factors”) gestützt werden. Werden vor einem Gericht Ansprüche aufgrund der in diesem Prospekt enthal-tenen Informationen geltend gemacht, so kann der als Kläger auftretende Anleger in An-wendung der relevanten einzelstaatlichen Rechtsvorschriften des jeweiligen EWR-Vertragsstaats verpflichtet sein, die Kosten für die Übersetzung dieses Prospekts zu tragen, bevor das Gerichtsverfahren eingeleitet wird. Werden solche Ansprüche vor einem Gericht in Österreich geltend gemacht, ist eine deutsche Übersetzung dieses Dokumentes notwendig und sind die Kosten dafür zunächst von dem als Kläger auftretenden Anleger und letztlich von jener Partei zu tragen, die im Rechtsstreit unterliegt. Es wird keine zivilrechtliche Haftung für die Zusammenfassung übernommen, es sei denn, sie ist auch dann irreführend, unrichtig oder widersprüchlich, wenn sie zusammen mit den anderen Teilen dieses Prospekts gelesen wird.

23.1 Die DO & CO Gruppe

23.1.1 Geschäftstätigkeit

Die DO & CO Gruppe ist ein in Österreich ansässiges internationales Catering- und Hospi-tality-Unternehmen, das auf spezifische Kundenbedürfnisse zugeschnittene Lösungen für Essen bis hin zur kulinarischen Unterhaltung anbietet. Die Gruppe hat sich aus einem Restaurant und einem Delikatessengeschäft im Stadtzentrum von Wien, die im Jahr 1981 etabliert wurden, entwickelt. Seitdem hat sich die DO & CO Gruppe durch organisches Wachstum und Akquisitionen in einen internationalen Catering und Hospitality-Dienstleister gewandelt, der in drei Geschäftsfeldern tätig ist: Airline Catering, Internationales Event Catering und Restaurants, Lounges & Hotel. Die Gruppe betreibt derzeit 19 Gourmet Küchen auf drei Kontinenten, die Essen und Cateringleistungen für alle Divisionen liefern. Die Gruppe hat im Geschäftsjahr 2009/2010 einen konsolidierten Jahresumsatz von EUR 352,74 Millionen und ein EBITDA von EUR 36,03 Millionen und in dem am 30. Sep-tember 2010 endenden ersten Halbjahr des Geschäftsjahres 2010/2011 von EUR 222,72 Millionen und ein EBITDA von EUR 23,92 Millionen erzielt. Ungefähr 61,6% ihres konsoli-dierten Jahresumsatzes im Geschäftsjahr 2009/2010 und ungefähr 65,8% ihres konsoli-dierten Umsatzes in dem am 30. September 2010 endenden ersten Halbjahr des Geschäftsjahres 2010/2011wurden außerhalb Österreichs erzielt.

In der Division Airline Catering beliefert die DO & CO Gruppe derzeit mehr als 60 Fluglinien auf 23 Flughäfen in Österreich, der Türkei, den Vereinigten Staaten, dem Vereinigten Königreich, Deutschland, Italien und Malta, darunter im Besonderen die Home-Carrier der Türkei, THY, und Österreichs, AUSTRIAN, für die sie ein umfassendes Paket an Leistungen an deren Hauptdrehscheiben in Istanbul/Atatürk und Wien erbringt. Auf die Division Airline Catering entfielen im Geschäftsjahr 2009/2010 73,3% des konsolidierten Jahresumsatzes der Gruppe bzw. in dem am 30. September 2010 endenden ersten Halbjahr des Geschäftsjahres 2010/2011 76,6%.

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Die Division Internationales Event Catering der Gruppe ist einer der wenigen global tätigen Dienstleister im internationalen Event Catering und erbringt Cateringleistungen für große Sportereignisse wie auch für Firmenfeiern und private Partys. Die Gruppe hat auf inter-nationalen Großereignissen gecatert, wie auf fast allen Formel 1 Grand Prix-Rennen, den EURO 2004 und 2008 UEFA Fußball Europameisterschaften in Portugal und in Österreich und der Schweiz, den ATP Tennis Masters in Madrid, dem Americas Cup in Valencia, UEFA Champions League Finali, dem 2010 FIBA Basketball Weltmeisterschaftsfinale in Istanbul, Golftournieren und Ski Weltcuprennen in Kitzbühel. Auf die Division Internationa-les Event Catering entfielen im Geschäftsjahr 2009/2010 9,6% des konsolidierten Jahres-umsatzes der Gruppe bzw. in dem am 30. September 2010 endenden ersten Halbjahr des Geschäftsjahres 2010/2011 10,1%. Die Division Restaurants, Loungen & Hotel betreibt derzeit ein Hotel (DO & CO Stephans-platz, Wien) und sieben Restaurants und Bars in gehobenen Gegenden in und um Wien und Salzburg, darunter die DO & CO Restaurants am Stephansplatz (Wien), Albertina (Wien) und im Casino Baden (Baden) sowie die Demel Cafés in Wien und Salzburg. Weiters betreibt die Gruppe mehrere Restaurants im British Museum in London. Die Gruppe betreibt sowohl Flughafenloungen für Fluglinien, die Hauptkunden darstellen, in Wien, Frankfurt, New York/JFK, Adana/Şakir Paşa und seit Oktober 2010 in London/ Heathrow, als auch sechs Mitarbeiterrestaurants in Österreich und eines in London. Im Jahr 2009 hat die Gruppe im Wege ihres Joint Ventures mit THY ein Projekt für den Umbau von zwei historischen Palästen am Bosporus in Istanbul zu einem Hotel- und Restaurantkomplex begonnen, welcher vorrausichtlich im Jahr 2012 eröffnen wird. Im Jahr 2010 hat die Gruppe ein Gebäude im Stadtzentrum von Wien gemietet und ein Projekt zum Umbau dieses Gebäudes zu einem Flagship Standort mit verschiedenen Restaurants, Geschäften sowie Event- und Meetingräumlichkeiten begonnen. Auf die Division Restaurants, Loungen & Hotel entfielen im Geschäftsjahr 2009/2010 17,1% des konsoli-dierten Jahresumsatzes der Gruppe bzw. in dem am 30. September 2010 endenden ersten Halbjahr des Geschäftsjahres 2010/2011 13,3%.

23.1.2 Stärken

Das Management ist der Ansicht, dass die Gruppe über die folgenden zentralen Stärken verfügt:

• Fokus auf Qualität;

• Ausbau eines Portfolios an langfristigen Kundenbeziehungen;

• eine flexible Kostenstruktur;

• ein Portfolio an namhaften Marken;

• ein unternehmerisches Management mit der Fähigkeit, rasch auf veränderte Markt-

bedingungen zu reagieren;

• eine Entwicklung, die zu einer starken Eigenkapital- und Cashposition geführt hat.

23.1.3 Strategie

Das Management beabsichtigt, die Expansion des weltweiten Netzwerkes der Gruppe fortzusetzen und dabei die Margen weiter zu erhöhen. Das Management ist der Ansicht, dass die zusätzlichen, aus dem Angebot erwarteten finanziellen Mittel die Gruppe dabei unterstützen wird, die notwendige finanzielle Stärke und Stabilität zu demonstrieren, die zum Gewinnen von großvolumigen Verträgen notwendig sind, und die Gruppe für Akquisitionsmöglichkeiten zu positionieren. Die Kernelemente dieser Strategie sind:

• Fokus auf Kunden und Regionen mit Potential zur Geschäftsentwicklung;

197

• weitere Stärkung der Präsenz der Gruppe in der Türkei;

• Nutzung der bestehenden Beziehungen, Infrastruktur und Markenbekanntheit für eine Entwicklung des Geschäftes quer über Divisionen, Kunden und Standorte;

• Entwicklung durch Joint Ventures, den Eintritt ins Marktsegment des Einzelhandels

und mögliche Akquisitionen;

• Fokus darauf, ein führendes innovatives Markenunternehmen zu sein;

• Weiterentwicklung des Markenportfolios;

• Fortsetzung der Maximierung von Skaleneffekten und der Aufrechterhaltung einer flexiblen Kostenstruktur.

23.2 Das Angebot

Gegenstand des Angebotes

Das Angebot besteht aus einer Gesamtanzahl von bis zu 3.105.226 nennwertlosen, auf Inhaber lautenden Stückaktien der Gesellschaft, welche je-weils einem rechnerischen Anteil am Grundkapital der Gesellschaft von EUR 2,00 entsprechen (die “Angebotenen Aktien”), bestehend aus 1.948.800 neuen Aktien aus einer Kapitalerhöhung (die “Angebotenen Neuen Aktien”), 147.078 eigenen Aktien der Gesellschaft (die “Angebotenen Eigenen Aktien”), 604.318 bereits ausgegebenen Aktien, die von den Verkaufenden Hauptaktionären angeboten werden (die “Angebotenen Ausgegebenen Aktien”), und bis zu zusätzlichen 405.030 ausgegebene Aktien zum Zwecke der Erfüllung von Mehr-Zutei-lungen (die “Angebotenen Zusätzlichen Aktien”), jeweils mit Dividendenberechtigung ab und inklu-sive des Geschäftsjahres 2010/2011. Das Angebot inkludiert ein Bezugsrechtsangebot an die Aktionäre der Gesellschaft in Bezug auf die Angebotenen Neuen Aktien und die Angebotenen Eigenen Aktien (das „Bezugsrechtsangebot“). Die im Rahmen des Bezugsrechtsangebotes nicht bezogenen Aktien (die „Restlichen Aktien“), die Angebotenen Ausgegebenen Aktien und die Ange-botenen Zusätzlichen Aktien werden im Rahmen (i) eines öffentlichen Angebotes an Privatanleger und institutionelle Investoren in der Republik Türkei (das „Türkische Öffentliche Angebot“) und (ii) eines nicht-öffentlichen Angebots an ausgewählte institu-tionelle Investoren außerhalb der Türkei und der Vereinigten Staaten in Übereinstimmung mit Regu-lation S unter dem Securities Act und anderer anwendbarer Ausnahmen (das „Internationale Institutionelle Angebot“) angeboten. Die in (i) und (ii) beschriebenen Angebote werden fortan als das „Globale Angebot“ und gemeinsam mit dem Be-zugsrechtsangebot als das „Angebot“ bezeichnet. Das Angebot über die Angebotenen Aktien wurde nicht und wird nicht nach den Wertpapiergesetzen irgendeiner Jurisdiktion registriert mit Ausnahme jener der Republik Türkei.

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Die Angebotenen Aktien wurden nicht und werden nicht gemäß dem Securities Act oder bei irgend-einer Wertpapieraufsichtsbehörde eines Bundes-staates der Vereinigten Staaten registriert. Angebo-tene Aktien dürfen in den Vereinigten Staaten weder angeboten noch verkauft werden und dürfen außerhalb der Vereinigten Staaten nur in Überein-stimmung mit Regulation S unter dem Securities Act angeboten oder verkauft werden.


İş Yatırım Menkul Değerler A.Ş., İş Kuleleri, Kule 2 Kat 12, 34330, 4. Levent / Istanbul, Türkei (der “Sole Bookrunner”).

Co-Lead Managers Erste Group Bank AG, Graben 21, A-1010 Wien, Österreich, WOOD & Company Financial Services, a.s., Palladium, Náměstí Republiky 1079/1a, 110 00 Prag 1, Tschechische Republik und Renaissance Capital Limited, One Angel Court, London EC2R 7HJ, Vereinigtes Königreich (die “Co-Lead Managers” und zusammen mit dem Sole Bookrunner, die “Managers”).

Maximaler Angebotspreis

Der maximale Angebotspreis wurde mit EUR 21,90 pro Angebotener Aktie festgelegt.

Finaler Angebotspreis Der finale Angebotspreis wird von der Gesellschaft nach Konsultation mit dem Sole Bookrunner auf der Grundlage eines Book-Building-Prozesses fest-gesetzt und kann höher sein als der Preis der Aus-gegebenen Aktien an der VSE, der zu irgendeinem Zeitpunkt während der Zeit bis zum und am Tag der Festsetzung des finalen Angebotspreises be-standen hat, welche Festsetzung voraussichtlich am oder um den 26. November 2010 erfolgen wird.

Veröffentlichung des finalen Angebotspreises

Der finale Angebotspreis wird im Wege elektro-nischer Medien am oder um den 26. November 2010 bekannt gegeben und unverzüglich danach, aber frühestens am folgenden Werktag im Amts-blatt zur Wiener Zeitung veröffentlicht. In der Türkei wird der Sole Bookrunner den finalen Angebots-preis und die Zuteilung der Angebotenen Aktien öffentlich im Wege der türkischen Veröffent-lichungsplattform (KAP) an dem Werktag bekannt machen, der der Zuteilung der Angebotenen Aktien durch die Genehmigung der finalen Zuteilungsliste folgt.

Bezugsfrist, Internationale Angebotsfrist und Türkische Angebotsfrist

Die Bezugsfrist, während der Aktionäre der Gesell-schaft ihre Bezugsrechte ausüben können, läuft vom 12. November 2010 bis zum 26. November 2010. Die Internationale Angebotsfrist, während der institutionelle Investoren formelle Kaufangebote für die im Rahmen des Internationalen Institutionellen Angebots Angebotenen Aktien stellen können, beginnt am 25. November 2010 und wird voraus-sichtlich am 26. November 2010 enden. Die Türkische Angebotsfrist, während der private und institutionelle Anleger in der Republik Türkei Kaufangebote für die im Rahmen des Türkischen

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Öffentlichen Angebotes Angebotenen Aktien stellen können, beginnt am 25. November 2010 und wird voraussichtlich am 26. November 2010 enden. Das Angebot, die Bezugsfrist, die Internationale Angebotsfrist und die Türkische Angebotsfrist kön-nen verlängert werden, die Türkische Angebotsfrist allerdings nur bis zu einem Maximum von 30 Tagen. Das Bezugsrechtsangebot kann von der Gesellschaft nach freiem Ermessen jederzeit been-det werden. Gemäß dem Underwriting Agreement kann das Angebot ausgesetzt oder beendet wer-den sowie können die Internationale Angebotsfrist und die Türkische Angebotsfrist nur unter bestimm-ten Umständen beendet werden, wie etwa bei höherer Gewalt, behördlichen Maßnahmen, die die Durchführung des Angebotes unmöglich machen oder signifikant erschweren, oder Nichterlangung einer ausreichenden Nachfrage für die Angebote-nen Aktien zum finalen Angebotspreis.

Bezugsrechtsverhältnis Aktionäre sind berechtigt, je vier Angebotene Neue Aktien und/oder Angebotene Eigene Aktien für je fünfzehn am 11. November 2010, 23:59 CET gehaltene Ausgegebene Aktien zu beziehen, und zwar zum finalen Angebotspreis, der dem maxima-len Angebotspreis entsprechen oder unter diesem liegen wird.

Ausübung der Bezugsrechte Bezugsrechte können während der Bezugsfrist ausgeübt werden. Bezugsberechtigte, die ihre Bezugsrechte bei einer Depotbank, die ein Wert-papierdepot bei der OeKB unterhält, oder im Wege eines Finanzinstituts, das Mitglied von Euroclear oder Clearstream ist, halten, müssen ihre Bezugs-rechte derart ausüben, dass sie diese Bank oder dieses Finanzinstitut anweisen, die Angebotenen Neuen Aktien und/oder die Angebotenen Eigenen Aktien für sie zu zeichnen. Aktionäre, die Bezugs-rechte ausüben, werden ersucht, als Preislimits nur Vielfache von EUR 0,25 pro Angebotener Neuer Aktie und/oder Angebotener Eigener Aktie anzu-geben. Aktionäre, die ihre Bezugsrechte nicht zum maxi-malen Angebotspreis ausüben, aber eine Bezugs-order zu einem niedrigeren Preis platzieren wollen, werden nur dann jene Anzahl an Angebotenen Neuen Aktien und/oder Angebotenen Eigenen Aktien zugeteilt erhalten, die der Anzahl der von diesem Aktionär ausgeübten Bezugsrechte ent-spricht, wenn das vom Aktionär festgelegte Preis-limit nicht niedriger ist als der finale Angebotspreis. Bezugsrechte verfallen ohne Wert, falls das vom Aktionär festgelegte Preislimit unterhalb des finalen Angebotspreises liegt. Die Bezugsrechte verfallen mit dem Ende der Bezugsperiode am 26. November 2010 (oder, falls das Bezugsrechtsangebot früher beendet wird, an diesem früheren Datum).

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Die Bezugsrechte werden an keiner Wertpapier-börse gehandelt werden. Aktionäre, die außerhalb von Österreich ihren Wohnsitz haben, können in ihren Möglichkeiten der Ausübung von Bezugsrechten beschränkt sein. Die Aktionäre werden daher aufgefordert, sich über solche Beschränkungen zu informieren und diese einzuhalten. Die Bezugsrechte wurden nicht und werden nicht nach dem Securities Act oder bei einer Wertpapier-aufsichtsbehörde eines Bundesstaates der USA registriert. Folglich dürfen die Bezugsrechte ledig-lich durch oder im Auftrag von Aktionären außer-halb der Vereinigten Staaten gemäß Regulation S des Securities Act ausgeübt werden.

Beteiligung der Verkaufenden Hauptaktionäre

Vor dem Angebot, hält AD PS 4.240.576 Ausgege-bene Aktien (54,40%) und DZR, ein mit RLB NÖ-WIEN verbundenes Unternehmen, hält 1.928.628 Ausgegebene Aktien (24,74%) von DO & CO. AD PS und DZR haben bekannt gegeben, dass sie von ihren Bezugsrechten keinen Gebrauch machen werden. Im Rahmen des Globalen Angebotes bietet AD PS 149.680 Angebotene Ausgegebene Aktien und bis zu 100.320 Angebotene Zusätzliche Aktien an; DZR bietet 454.638 Angebotene Ausgegebene Aktien und bis zu 304.710 Angebotene Zusätzliche Aktien an. Falls Stabilisierungsmaßnahmen ergrif-fen werden, werden die im Rahmen der Stabilisie-rung erworbenen Aktien an AD PS und DZR zurück gegeben, womit sich die Anzahl der von AD PS und DZR verkauften Aktien reduziert (siehe unten „-Stabilisierung/Mehr-Zuteilung“).

Lieferung und Erfüllung

Die Lieferung der Angebotenen Aktien per Buch-eintrag gegen Zahlung wird voraussichtlich am 1. Dezember 2010 erfolgen (das „Closing Tag“).

Börsezulassungen

Die Ausgegebenen Aktien der Gesellschaft sind zum Amtlichen Handel an der VSE unter dem Symbol “DOC” zugelassen und werden im Prime Market Segment gehandelt. Es wird der Antrag gestellt werden, die Angebotenen Neuen Aktien zum Amtlichen Handel an der VSE zuzulassen. Der Handel mit den Angebotenen Neuen Aktien wird voraussichtlich am oder um den 2. Dezember 2010 im Prime Market Segment der VSE aufgenommen.

Es wurde der Antrag gestellt, die Aktien an der ISE zuzulassen. Der Handel mit den Aktien wird voraussichtlich am oder um den 2. Dezember 2010 im National Market Segment der ISE unter dem Symbol „DOCO“ aufgenommen.

Stabilisierung/Mehr-Zuteilung Die Angebotenen Zusätzlichen Aktien können am Closing Tag von AD PS und DZR zum Zwecke der Deckung von Mehr-Zuteilungen verkauft werden.

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Die Erlöse aus dem Verkauf der Angebotenen Zusätzlichen Aktien oder, falls keine oder nicht alle Angebotenen Zusätzlichen Aktien verkauft werden, Erlöse aus dem Verkauf der Angebotenen Aus-gegebenen Aktien (die rechnerisch 13,04% der Brutto-Erlöse des Angebotes zu entsprechen haben) (jeweils die „Stabilisierungsmittel“) werden, wie in Kapitel 4.9 „Stabilisation and over-allotment“ beschrieben, dem Sole Bookrunner zur Verfügung gestellt werden, um Transaktionen mit dem Ziel der Stützung des Marktpreises der Aktien auf einem Niveau durchzuführen, welches anderenfalls auf dem freien Markt möglicherweise nicht bestehen würde (die „Stabilisierungsmaßnahmen“). Der Sole Bookrunner ist nicht verpflichtet, Stabilisierungs-maßnahmen durchzuführen und jegliche Stabilisie-rung kann, falls sie begonnen wurde, jederzeit wieder beendet werden. Gemäß den anwendbaren Gesetzen müssen Stabilisierungsmaßnahmen be-endet werden (a) in Österreich 30 Kalendertage nach dem Datum der Zuteilung der Angebotenen Aktien (die „VSE Stabilisierungsperiode“) und (b) in der Türkei 30 Kalendertage nach dem ersten Handelstag der Aktien an der ISE (die „ISE Stabili-sierungsperiode“), aber der Sole Bookrunner wird im Zeitpunkt des Ablaufes der VSE oder der ISE Stabilisierungsperiode jegliche Stabilisierungsmaß-nahmen sowohl in Österreich als auch in der Türkei beenden und den Verkaufenden Hauptaktionären ausfolgen (i) im Fall, dass keine Stabilisierungs-maßnahmen durchgeführt wurden, die gesamten Stabilisierungsmittel abzüglich vereinbarter Provi-sionen, oder (ii) falls Stabilisierungsmaßnahmen durchgeführt wurden, die erworbenen Aktien (zum finalen Angebotspreis) und die restlichen Stabilisie-rungsmittel. Für Details über die Stabilisierungs-maßnahmen siehe Kapitel 4.9 „Stabilisation and over-allotment“.

Lock-up

Die Gesellschaft, AD PS und DZR haben jeweils zugesagt, dass sie während des Zeitraumes vom 8. November 2010 bis 180 Tage nach dem ersten Handelstag der Aktien an der ISE keine Maßnahme treffen werden, die direkt oder indirekt zu einer Erhöhung der an der VSE und/oder ISE gehandel-ten Aktien führt. Dieser Lock-up gilt aber nicht für die Angebotenen Aktien, die im Rahmen des Ange-botes angeboten werden, und AD PS sowie DZR können jene Aktien frei veräußern, die sie nach dem Ablauf der VSE oder ISE Stabilisierungs-periode zurückerhalten. Für weitergehende Informationen über Lock-up Vereinbarungen siehe Kapitel 4.11 “Lock-up Agreements”.

Internationale Wertpapierkenn- nummer (ISIN)

AT0000818802 (Aktien) AT0000A0LF13 (Bezugsrechte)

Reuters

DOCO.VI (VSE) DOCO.IS (ISE)

202

Bloomberg

DOC:AV (VSE) DOCO:TI (ISE)

Handelssymbol

DOC (VSE) DOCO (ISE)

23.3 Verwendung der Erlöse

Die Gesellschaft wird den Netto-Erlös aus dem Verkauf der Angebotenen Neuen Aktien und der Angebotenen Eigenen Aktien erhalten, der aus dem Brutto-Verkaufserlös abzüg-lich (i) der mit dem Angebot verbundenen Kosten (einschließlich der Provision und des ermessensabhängigen Erfolgsentgeltes der Managers) und (ii) der Kosten der Anschaffung der Angebotenen Eigenen Aktien in Höhe von circa EUR 1,9 Millionen besteht. Der Netto-Erlös aus dem Angebot hängt vom finalen Angebotspreis und den tatsächlichen mit dem Angebot verbundenen Kosten ab. Unter der Annahme, dass die Angebotenen Neuen Aktien und die Angebotenen Eigenen Aktien zum maximalen Angebotspreis verkauft wer-den, und unter der Annahme, dass die Provision von 1,50% und das ermessensabhängige Erfolgsentgelt von 1,00% des Brutto-Verkaufserlöses für die Angebotenen Aktien zur Gänze an die Manager bezahlt werden, erwartet die Gesellschaft einen Netto-Erlös von ungefähr EUR 39,7 Millionen. Die Gesellschaft beabsichtigt, die Erlöse aus den Angebotenen Neuen Aktien und den Angebotenen Eigenen Aktien dafür zu verwenden, ihre Fähigkeit zu stärken, Investitionen zu finanzieren und sich für Akquisitionsmöglichkeiten zu rüsten, die sich nach Ansicht des Managements in den nächsten drei Jahren bieten werden.

23.4 Zusammenfassung der Riskofaktoren

Vor einer Entscheidung zum Kauf von Aktien der Gesellschaft, sollten Investoren sorgfältig bestimmte Risken berücksichtigen. Diese Risken, die in Kapital 3 „Risikofaktoren“ (“Risk Factors”) beschrieben sind, umfassen im Besonderen:

23.4.1 Risken, die sich auf die Geschäftstätigkeit der DO & CO Gruppe beziehen • Die Geschäftstätigkeit der DO & CO Gruppe kann durch Risken, die mit der Luft-

fahrtindustrie verbunden sind, beeinträchtigt werden, wie zum Beispiel die Zyklizität der Luftfahrtindustrie, Erhöhungen der Treibstoffpreise, Steuern, Flughafen- und Sicherheitsabgaben, terroristische Angriffe und militärische Konflikte, Epidemien und Naturkatastrophen sowie Unfälle in der Luftfahrt und die Wahrnehmung der Sicher-heit;

• die Geschäftstätigkeit der DO & CO Gruppe ist auf wenige Hauptkunden in der Division Airline Catering konzentriert und hängt von der Fortführung wesentlicher Airline Cateringverträge mit diesen Kunden ab;

• die Geschäftstätigkeit im Internationalen Event Catering kann signifikanten Ergebnis-schwankungen unterliegen, die ihre Ursache in wesentlichen einmaligen Verträgen haben;

• die Ergebnisse der Geschäftstätigkeit im Internationalen Event Catering hängen zu einem großen Teil von der Fortführung wesentlicher Event Cateringverträge ab;

• die Ergebnisse der Geschäftstätigkeit in Restaurants, Loungen & Hotel hängen von den allgemeinen ökonomischen Bedingungen und der Fortführung wesentlicher Verträge ab;

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• die Geschäftstätigkeit der Gruppe in der Türkei hängt von der Übereinstimmung der Interessen der Gruppe mit den Interessen des Joint Venture Partners und Haupt-kunden THY ab;

• die Geschäftstätigkeit der DO & CO Gruppe ist anfällig für negative ökonomische Entwicklungen, die zu einem Nachfragerückgang in allen Geschäftsfeldern führen können;

• die globale Finanz- und Wirtschaftskrise hat das Geschäft der DO & CO Gruppe beeinträchtigt und es ist wahrscheinlich, dass sie das Geschäft der DO & CO Gruppe weiter beeinträchtigt, solange die herausfordernden Bedingungen anhalten;

• das Geschäft der DO & CO Gruppe kann durch Risken in Bezug auf bestimmte

Länder beeinträchtigt werden, in denen die DO & CO Gruppe tätig ist;

• die DO & CO Gruppe kann durch Ausfallsrisken ihrer Kunden beeinträchtigt werden;

• Schwankungen in Wechselkursen und Zinssätzen können einen wesentlichen nach-teiligen Effekt auf die Finanz- und Ertragslage der Gruppe haben;

• die Versicherungsdeckung, die die DO & CO Gruppe derzeit unterhält, kann inadäquat sein;

• die Produkte der DO & CO Gruppe hängen von sich ändernden Verbraucher-

erwartungen ab; • die DO & CO Gruppe kann durch zunehmende Konkurrenz nachteilig betroffen sein;

• die Geschäftsfelder der DO & CO Gruppe können durch allgemeine Risken im

Zusammenhang mit der Cateringbranche einschließlich jener von Hygienestandards für Speisen;

• die DO & CO Gruppe ist abhängig von ihrem derzeitigen Management und ihrem CEO, Attila Dogudan;

• die Geschäftstätigkeit der Gruppe ist einem Integrations- und Expansionsrisiko aus-gesetzt;

• Akquisitionen, die die Gruppe in Zukunft beabsichtigen könnte, können eine Vielzahl von Risken bergen;

• die künftigen Erfolgsaussichten der DO & CO Gruppe hängen von ihrer Fähigkeit ab, hoch qualifizierte und ausgebildete Mitarbeiter zu gewinnen und zu halten;

• die DO & CO Gruppe kann durch die erfolgreiche Durchsetzung von Ansprüchen ihrer Mitarbeiter beeinträchtigt werden;

• steigende Lohnkosten können einen wesentlichen nachteiligen Effekt auf die Finanz-

und Ertragslage der Gesellschaft haben;

• die Regelungen in den Verträgen der Gruppe mit Kunden über die Preisbildung kann die Fähigkeit der Gruppe beeinträchtigen, Kosten zu decken und Gewinne aus diesen Verträgen zu erzielen;

• sollte es der Gruppe nicht gelingen, ihre Marken und sonstigen Immaterialgüter-

rechte zu verteidigen, kann dies die Geschäftstätigkeit beeinträchtigen;

• die internen Kontrollen und das Risikomanagement der Gruppe können unzu-reichend sein;

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• die Gruppe kann durch ihre langfristigen Mietverträge über ihre wesentlichen Gourmet Küchen und/oder wesentliche Geschäftslokale beeinträchtigt werden, ins-besondere im Falle eines Verlustes oder eines Rückganges der Geschäftstätigkeit.

23.4.2 Regulatorische Risken

• Die DO & CO Gruppe kann aus dem Titel der Produkthaftung geklagt werden,

wodurch ihre Geschäftstätigkeit beeinträchtigt werden kann;

• die operativen Ergebnisse der DO & CO Gruppe können durch die Auswirkungen von auf sie anwendbaren Gesetzen zu Lebensmittelsicherheit und Gesundheit, Abfallbeseitigung, Abwicklung der zivilen Luftfahrt, Luftfahrtsicherheit, Wettbewerb, Steuern und anderen Gesetzen und Verordnungen nachteilig beeinflusst werden;

• die operativen Ergebnisse der DO & CO Gruppe können durch die Auswirkungen von auf sie anwendbaren Gesetzen zu Arbeitsrecht, sozialer Sicherheit und Steuern nachteilig beeinflusst werden;

• die DO & CO Gruppe kann kartellrechtlichen Einschränkungen unterliegen, die ihre

Geschäftstätigkeit nachteilig beeinflussen können.

23.4.3 Risken im Zusammenhang mit dem Angebot, der Aktionärsstruktur und den Aktien • Der Marktpreis für die Aktien der Gesellschaft nach dem Angebot kann volatil sein;

• Anteile von Investoren, die ihren Wohnsitz außerhalb von Österreich haben, können

verwässert werden, falls es ihnen nicht möglich sein sollte, ihre Bezugsrechte bei künftigen Kapitalerhöhungen auszuüben;

• die Beteiligung von Aktionären, die ihre Bezugsrechte nicht ausüben, wird substan-

tiell verwässert werden;

• die Gesellschaft hat einen Aktionär mit einer kontrollierenden Beteiligung;

• die Rechte der Aktionäre einer österreichischen Kapitalgesellschaft können von den Rechten der Aktionäre einer Kapitalgesellschaft, die einer anderen Jurisdiktion unterliegt, abweichen;

• falls das Angebot vor der Registrierung der Kapitalerhöhung im Firmenbuch beendet wird, werden die Bezugsrechte im Rahmen des Bezugsrechtsangebotes nicht mehr bestehen, und falls das Angebot nach der Registrierung der Kapitalerhöhung im Firmenbuch beendet wird, werden die Bezugsrechtsausübenden dennoch eine Zuteilung von Angebotenen Neuen Aktien zum Angebotspreis erhalten, während der Preis der Aktien wegen des Misslingens der Durchführung des Angebotes signifikant fallen kann;

• eine Aussetzung des Handels mit Aktien der Gesellschaft kann den Kurswert der Aktien negativ beeinflussen;

• es könnte sein, dass sich ein aktiver Handel der Aktien nicht entwickelt oder nicht

aufrecht bleibt;

• ein Verkauf von Aktien der Gesellschaft durch die Hauptaktionäre kann einen Kurs-verlust der Aktie der Gesellschaft oder einen Kontrollwechsel nach sich ziehen;

• die Fähigkeit der Gesellschaft, auf die Aktien Dividenden auszuschütten, wird vom

Vorhandensein eines ausschüttungsfähigen Gewinnes abhängen;

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• die Aktionäre der Gesellschaft können einen Totalverlust ihres Aktienwertes erleiden, falls die Gesellschaft insolvent wird;

• die Gesellschaft wird zusätzlichen Compliance-Verpflichtungen nach türkischem Recht unterliegen und könnte bei der Anpassung an die sich entwickelnde türkische Gesetzgebung über ausländische Emittenten Schwierigkeiten begegnen.

23.4.4 Risken, die sich auf die Türkei beziehen

• Das Inflationsniveau und das Leistungsbilanzdefizit in der Türkei können einen nach-

teiligen Einfluss auf die Finanz- und Ertragslage sowie auf die operativen Ergebnisse und Aussichten der Gruppe haben;

• die Istanbuler Aktienbörse unterliegt einem hohen Grad der Volatilität;

• Unsicherheiten in Bezug auf einen Beitritt der Türkei zur Europäischen Union

können die türkischen Finanzmärkte nachteilig beeinflussen und zu einer weiteren Erhöhung der Volatilität führen;

• politische Entwicklungen in der Türkei können die Geschäfts-, Finanz- und Ertrags-

lage der Gruppe nachteilig beeinflussen.

23.5 Zusammenfassung der Konzernfinanzinformationen

Die nachstehend dargestellten ausgewählten Finanzinformationen sind den geprüften Kon-zernjahresfinanzberichten der DO & CO Gruppe („Audited Annual Consolidated Financial Statements“) zum 31. März 2008, 2009 und 2010 und dem geprüften Konzernzwischen-finanzbericht der DO & CO Gruppe („Audited Interim Consolidated Financial Statements“) für das am 30. September 2010 endende erste Halbjahr des Geschäftsjahres 2010/2011 entnommen, die in Übereinstimmung mit IFRS erstellt wurden und durch Verweisung einen integrierenden Bestandteil dieses Prospektes bilden. Investoren sollten die nachstehenden Informationen im Zusammenhalt mit diesen Finanzberichten und Kapitel 11 “Operating and Financial Review” lesen.

Gewinn- und Verlustrechnung geprüft

Halbjahr

endend am

geprüft

Halbjahr

endend am

geprüft

Geschäftsjahr

geprüft

Geschäftsjahr

geprüft

Geschäftsjahrin MEUR 30. Sept 2010 30. Sept 2009 2009/2010 2008/2009 2007/2008

Umsatzerlöse 222,72 184,47 352,74 387,78 354,62

Sonstige betriebliche Erträge 2,44 4,64 9,91 15,08 11,63

Materialaufwand und Aufwand für bezogene Leistungen -92,49 -73,43 -140,40 -164,72 -137,83

Personalaufwand -68,68 -61,24 -119,75 -133,94 -127,51

Sonstige betriebliche Aufwendungen -40,06 -35,29 -66,47 -75,36 -70,77

EBITDA 23,92 19,14 36,03 28,83 30,14

Planmäßige Abschreibungen auf Sachanlagen und immaterielle Vermögenswerte

-8,70 -8,36 -17,04 -16,81 -15,48

Außerplanmäßige Abschreibungen auf Sachanlagen und immaterielle Vermögenswerte

0,00 0,00 -0,42 -3,41 0,00

Firmenwertabschreibung 0,00 0,00 0,00 0,00 0,00EBIT - Operatives Betriebsergebnis 15,22 10,78 18,57 8,61 14,66

Finanzergebnis 1,09 0,52 0,69 0,23 -0,39

EGT - Ergebnis der gewöhnlichen Geschäftstätigkeit 16,31 11,30 19,26 8,83 14,27

Steuern vom Einkommen und Ertrag -5,09 -3,59 -6,14 -3,49 -5,20

Ergebnis nach Ertragsteuern 11,22 7,72 13,12 5,35 9,08

Auf konzernfremde Gesellschafter entfallendes Ergebnis -3,55 -2,24 -3,46 -3,26 -2,66

Konzernergebnis 7,67 5,47 9,66 2,08 6,41

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Bilanz geprüft geprüft geprüft geprüft geprüft

in MEUR 30. Sept 2010 30. Sept 2009 31. März 2010 31. März 2009 31. März 2008

AKTIVA

Immaterielle Vermögenswerte 23,38 27,02 25,35 28,73 38,86

Sachanlagen 61,55 55,44 59,14 57,55 43,63

Finanzanlagen 2,00 1,97 1,65 1,54 1,58

Anlagevermögen 86,93 84,43 86,14 87,82 84,07

Übriges langfristiges Vermögen 1,20 0,95 1,77 1,05 0,33

Langfristiges Vermögen 88,13 85,38 87,91 88,86 84,40

Vorräte 12,39 11,77 10,33 11,24 8,11

Forderungen aus Lieferungen und Leistungen 42,06 36,42 31,21 31,88 41,63Summe übrige kurzfristige Forderungen sowie sonstiges kurzfristiges Vermögen

16,32 18,25 14,03 18,02 15,91

Zur Veräußerung gehaltene langfristige Vermögenswerte 0,00 0,00 0,00 0,00 0,00

Liquide Mittel 57,29 17,68 29,17 15,13 26,07

Kurzfristiges Vermögen 128,07 84,12 84,74 76,27 91,72

Latente Steuern 3,83 5,95 3,12 4,23 4,45

Summe Aktiva 220,03 175,45 175,77 169,36 180,57

PASSIVA geprüft geprüft geprüft geprüft geprüft

in MEUR 30. Sep 2010 30. Sep 2009 31. März 2010 31. März 2009 31. März 2008

Summe Anteilseigner der DO & CO AG 82,91 72,18 76,90 68,60 67,99

Anteile anderer Gesellschafter 19,27 14,32 16,44 12,07 9,85

Eigenkapital 102,18 86,50 93,34 80,67 77,84

Langfristige Rückstellungen 17,41 15,90 16,81 14,77 16,07

Langfristige Finanzverbindlichkeiten 0,00 0,00 0,00 8,50 14,34

Übrige langfristige Verbindlichkeiten 0,00 0,21 0,26 0,23 6,73

Langfristige Verbindlichkeiten 17,41 16,11 17,06 23,50 37,14

Kurzfristige sonstige Rückstellungen 56,63 44,04 36,19 31,77 21,61

Kurzfristige Finanzverbindlichkeiten 0,00 0,92 0,00 6,70 6,10

Verbindlichkeiten aus Lieferungen und Leistungen 31,85 20,74 21,62 17,98 23,48Schulden, die direkt den zur Veräußerung gehaltenen langfristigen Vermögenswerten zugerechnet werden

0,00 0,00 0,00 0,00 0,00

Übrige kurzfristige Verbindlichkeiten 11,96 7,14 7,56 8,74 14,40

Kurzfristige Verbindlichkeiten 100,45 72,84 65,37 65,19 65,60

Summa Passiva 220,03 175,45 175,77 169,36 180,57

Geldflussrechnung geprüft

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in MEUR 30. Sept 2010 30. Sept 2009 2009/2010 2008/2009 2007/2008

Cash-Flow aus dem Ergebnis 24,59 19,22 36,98 28,57 30,30

Veränderung des Working Capitals 18,63 8,21 14,68 -1,26 -2,18

Andere Veränderungen -2,57 -2,20 -5,81 -2,65 -1,24

Cash-Flow aus dem operativen Bereich 40,65 25,23 45,85 24,66 26,88

Cash-Flow aus dem Investitionsbereich -9,46 -6,28 -14,39 -23,91 -7,99

Cash-Flow aus dem Finanzierungsbereich -3,47 -15,96 -17,66 -11,85 -16,72

Cash-Flow gesamt 27,72 2,99 13,81 -11,10 2,17

Finanzmittelbestand am Anfang der Periode 29,17 15,13 15,13 26,07 25,75

Finanzmittelbestand am Ende der Periode 57,29 17,68 29,17 15,13 26,07

Eigenkapitalveränderung geprüft

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in MEUR 30. Sept 2010 30. Sept 2009 2009/2010 2008/2009 2007/2008

Eigenkapital am Anfang der Periode 93,34 80,67 80,67 77,84 73,69

Konzernergebnis 7,67 5,47 9,66 2,08 6,41

Anteile anderer Gesellschafter 2,83 2,24 4,37 2,22 1,40

Währungsdifferenzen ausländischer Tochterunternehmen 0,56 0,45 0,62 -0,90 -0,21

Andere Veränderungen 0,37 -0,90 0,24 0,76 -2,47

Dividendenauszahlungen -1,91 -1,16 -1,16 -1,17 -0,97

Eigenkapitaltransaktionskosten -0,40 0,00 0,00 0,00 0,00

Veränderung eigener Anteile -0,27 -0,28 -1,06 -0,16 0,00

Eigenkapital am Ende der Periode 102,18 86,50 93,34 80,67 77,84

207

Kennzahlen der DO & CO Gruppe geprüft

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2007/2008

Umsatz in MEUR 222,72 184,47 352,74 387,78 354,62

Umsatzveränderung im Vergleich zum Vorjahr in % 20,7 -20,7 -9,0 9,3 71,9

EBITDA in MEUR 23,92 19,14 36,03 28,83 30,14

EBITDA-Veränderung im Vergleich zum Vorjahr in % 25,0 -7,6 25,0 -4,3 123,4

EBITDA-Marge in % 10,7 10,4 10,2 7,4 8,5

Bereinigte EBITDA-Marge1 in % n.a n.a n.a 8,2 n.a

EBIT in MEUR 15,22 10,78 18,57 8,61 14,66

EBIT-Veränderung im Vergleich zum Vorjahr in % 41,2 -11,5 115,7 -41,3 138,8

EBIT-Marge in % 6,8 5,8 5,3 2,2 4,1

Bereinigte EBIT-Marge2 in % n.a n.a n.a 3,6 n.a

EGT in MEUR 16,31 11,30 19,26 8,83 14,27

Konzernergebnis in MEUR 7,67 5,47 9,66 2,08 6,41

Operativer Cash-Flow in MEUR 40,65 25,23 45,85 24,66 26,88

Abschreibungen in MEUR -8,70 -8,36 -17,46 -20,22 -15,48

MitarbeiterInnen 3.794 3.623 3.542 3.835 3.774

Eigenkapital in MEUR 102,18 86,50 93,34 80,67 77,84

Vorgesehene Dividendenauszahlungen in MEUR 0,00 0,00 1,95 1,17 1,17

Firmenwert in MEUR 4,06 4,06 4,06 4,06 4,06

Eigenkapital bereinigt um Dividendenauszahlungen

und Buchwerte der Firmenwertein MEUR 98,12 82,44 87,34 75,45 72,61

Eigenkapital-Quote in % 45,4 48,1 50,9 45,6 41,1

1...Im Geschäftsjahr 2008/2009 wurden das konsolidierte EBIDTA und die konsolidierte EBITDA-Marge der Gruppe durch die folgenden wesentlichen außerordentlichen Effekte beeinflusst: Zum einen führte die Gruppe, bedingt durch eine signifikante Reduktion des Serviceumfanges bei AUSTRIAN, eine Reorganisation ihrer Belegschaft durch, die sich in einmaligen Kosten von EUR 1,33 Millionen niedergeschlagen haben. Zum anderen brachte die EURO 2008 signifikante margenfreie Umsätze, das sind Umsätze aus Leistungen, wie die Bereitstellung von "Infrastruktur" (wie Zelte, etc.), die ohne Aufschlag einer Marge auf die von den Lieferanten der Gruppe verrechneten Preise erbracht wurden. Im Falle der Bereinigung um diese beiden Effekte hätte die bereinigte konsolidierte EBITDA-Marge der Gruppe im Geschäftsjahr 2008/2009 8,2% betragen.

2...Im Geschäftsjahr 2008/2009 wurden das konsolidierte EBIT und die konsolidierte EBIT-Marge der Gruppe von den beiden in der Fußnote 1 beschriebenen Effekten auf das EBITDA und die EBITDA-Marge beeinflusst. Zusätzlich wurde das konsolidierte EBIT und die konsolidierte EBIT-Marge von einer außerplanmäßigen Abschreibung des Airline Cateringvertrages mit AUSTRIAN in Höhe von EUR 3,41 Millionen beeinflusst. Im Falle der Bereinigung um all diese Effekte hätte die bereinigte konsolidierte EBITDA-Marge der Gruppe im Geschäftsjahr 2008/2009 8,2% betragen. Im Falle der Bereinigung um all diese Effekte hätte die bereinigte konsolidierte EBIT-Marge der Gruppe im Geschäftsjahr 2008/2009 3,6% betragen.

Ausgewählte Informationen nach Segmenten und Regionen Umsatz nach Divisionen geprüft

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in MEUR 30. Sept 2010 30. Sept 2009 2009/2010 2008/2009 2007/2008

Airline Catering 170,56 134,08 258,56 246,84 251,96International Event Catering 22,57 20,85 34,00 76,87 41,65Restaurants, Lounges & Hotel 29,58 29,54 60,19 64,06 61,02Konzernumsatz 222,72 184,47 352,74 387,78 354,62

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Airline Catering 11,86 7,83 13,19 1,81 9,25International Event Catering 1,92 1,75 2,99 4,38 3,04Restaurants, Lounges & Hotel 1,43 1,20 2,39 2,41 2,37EBIT 15,22 10,78 18,57 8,61 14,66

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in MEUR 30. Sept 2010 30. Sept 2009 2009/20101 2008/20091 2007/20081

Österreich 76,13 72,72 135,47 176,23 163,78Türkei 89,93 63,04 126,38 98,52 89,88Rest 56,66 48,71 90,90 113,03 100,96Konzernumsatz 222,72 184,47 352,74 387,78 354,62

1…Konzernumsatz und Umsatz Österreich sind geprüft. Zahlen für Türkei und "Rest" sind ungeprüft, da vor dem Geschäftsjahr 2010/2011 die in der Türkei erzielten Umsätze vom Konzern nicht gesondert berichtet wurden. Quelle für ungeprüfte Daten: Interne Firmenaufzeichnungen.

208

Issuer

DO & CO Restaurants & Catering Aktiengesellschaft

Stephansplatz 12 A-1010 Vienna, Austria

Principal and Selling Shareholders

Attila Dogudan Privatstiftung

Hegelgasse 8 A-1010 Vienna, Austria

DZR Immobilien und Beteiligungs GmbH

Friedrich-Wilhelm-Raiffeisen-Platz 1 A-1020 Vienna, Austria


İş Yatırım Menkul Değerler A.Ş.

İş Kuleleri, Kule 2 Kat 12, 34330 4. Levent Istanbul, Turkey

Co-Lead Managers

Erste Group Bank AG

Graben 21

A-1010 Vienna, Austria

Renaissance Capital Limited

One Angel Court, London EC2R 7HJ, United Kingdom

WOOD & Company Financial Services, a.s.

Palladium

Náměstí Republiky 1079/1a 110 00 Praha 1, Czech Republic

Legal Advisors to the Issuer

White & Case LLP

5 Old Broad Street London EC2N 1DW, England

(as to US law)

Partnerschaft Schuppich Sporn & Winischhofer, Rechtsanwälte

Falkestraße 6

A-1010 Vienna, Austria (as to Austrian law)

Akol Avukatlık Bürosu

Büyükdere Cad. No: 100/29 34394 Esentepe Istanbul, Turkey

(as to Turkish law)

Legal Advisors to the Managers

Baker & McKenzie Diwok Hermann Petsche Rechtsanwälte GmbH

Schottenring 25

A-1010 Vienna, Austria (as to Austrian and US law)

Cerrahoglu Law Firm

Barbaros Bulvari, Morbasan Sokak Cerrahoglu Binasi - Balmumcu - Besiktas

34349 Istanbul, Turkey (as to Turkish law)

Financial Advisors to the Issuer

Q-Advisers GmbH

Am Hof 4 A-1010 Vienna, Austria

Nick Kaufmann Limited

25 Merton Lane London N6 6NB, United Kingdom

Auditors

PKF Centurion Wirtschaftsprüfungsgesellschaft mbH

Hegelgasse 8 A-1010 Vienna, Austria