annual financial statement 2011 - conwert Immobilien Invest SE

CONWERT IMMOBILIEN INVEST SE
ANNUAL FINANCIAL STATEMENT 2011
12
NOTES IN ACCORDANCE WITH § 243A PARA 1 UGB
TRANSPARENCY AND CORPORATE GOVERNANCE
A transparent and lean company structure will also strengthen the attractiveness of the conwert
share. This is why the Administrative Board unanimously decided to reduce the Executive Board
to two persons – Jürgen F. Kelber as COO and Thomas Doll as CFO – after Volker Riebel resigned
as CEO on 6 July 2011, especially since the Administrative Board is more deeply involved in the
operating business of a single-tier SE like conwert anyway. In accordance with § 243a para. 1 (9)
of the Austrian Commercial Code (UGB), the two Executive Directors have the right to resign in the
case of a takeover of conwert (“change of control”), which is associated with the entitlement to a
payment of one up to a maximum of two gross annual salaries, depending on the remaining term
of the employment contract. For more detailed information please refer to the Corporate Governance
Report. In addition to different service relationships with subsidiaries which are included in
the consolidated financial statements as fully consolidated companies, the following related-party
transactions were carried out: Thomas Rohr, Executive Director of conwert until 15 March 2011,
received commissions for property transactions brokered by him, which were paid via one of his
companies. Two properties in Austria are let to Österreichisches Verkehrsbüro AG, whose CEO,
Harald Nograsek, was a member of the Administrative Board of conwert Immobilien Invest SE
until 20 May 2011. Subsidiaries of the alt+kelber Group are tenants of office space in an object in
Germany. More detailed information on this topic can be found in the notes.
At TPI Tourism Properties Invest AG, Volker Riebel resigned from the supervisory board in the extraordinary
general meeting of 19 December 2011. Johannes Meran was elected as a new member
of the Supervisory Board with effect from the close of the general meeting on 19 December 2011.
SHARES OF THE COMPANY AND POSITION OF ITS SHAREHOLDERS
On the balance sheet date at 31 December 2011, the share capital of conwert Immobilien Invest
SE amounted to 853,592,730 €. It consists of 85,359,273 no-par ordinary bearer shares with voting
rights, each with a stake of 10.00 € in the share capital. The company’s share capital is paid in
entirely and all shares are evidenced in an amendable collective certificate. The certificate is deposited
with Oesterreichische Kontrollbank AG, Am Hof 4, 1010 Vienna, as the custodial bank. In
accordance with the articles of association claims to individual share certificates are excluded. All
of the company’s shares issued as of the balance sheet date are admitted to trading on the Vienna
Stock Exchange under the ISIN AT0000697750.
Every single share grants its holder the right to participate in the Annual General Meeting and to
exercise voting rights. Each share corresponds to one vote. Therefore no shareholder possesses
any special rights of control.
To the knowledge of the company, approximately 76.0% of the shares were free float as of
31 December 2011, 4.5% of the shares were in the possession of the company as a result of buying
back treasury shares. The remaining shares of approx. 23% were held by a group of core shareholders
with a long-term commitment, which includes Petrus Advisers Management Ltd, Petrus
Advisers Control Investment Ltd, Albona I LP, Albona II LP, Albona III LP, Albona Ltd, Valluga LP
and Valluga II LP. The Administrative Board and the Executive Board have no knowledge of any
major changes in the shareholder structure after the balance sheet date.
In accordance with § 4 paragraph 3 of the articles of association as amended on 11 October 2010,
the Administrative Board was authorised until 8 June 2011 to increase the share capital of the
company by a nominal 26,674,770 € by issuing up to 2,667,477 no-par bearer shares at a minimum
issue price of 100% of the proportionate stake in the share capital per share, for a cash contribution
or contribution in kind. This increase was possible in one or several tranches, also entirely or
partially excluding subscription rights and also by means of indirect subscription rights in accordance
with § 153 paragraph 6 of the Stock Corporation Act. In addition, the Administrative Board
was authorised to determine the issue price and the conditions of the issue (authorised capital).
However, the Administrative Board did not exercise this right.