annual financial statement 2011 - conwert Immobilien Invest SE

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CONWERT IMMOBILIEN INVEST SE ANNUAL FINANCIAL 2011 STATEMENT ANNUAL REPORT 2011 120 The Executive Board proposed to use the profit of the financial year starting on 1 January 2011 and ending on 31 December 2011 to the amount of 30,098,111.35 € as follows: For each share of the company which is entitled to dividend at the time of the adoption of the resolution regarding the appropriation of accumulated profit (i.e. on the day of the Annual General Meeting of the Company, hence 31 May 2012) a dividend of 0.20 € will be paid. The total dividend paid will thus result from the multiplication of the amount of 0.20 € by the number of shares of the company which are entitled to dividend on the day of the resolution on the appropriation of the accumulated profit. The remaining part of the profit will be carried forward. The Administrative Board agrees with this proposal of the Executive Board. On 21 March 2012, 17:45 (close of the market) the company held a total of 3,863,964 treasury shares, which are not entitled to a dividend, so that the total of the dividend payment would currently amount to 16,299,061.80 € and the portion of accumulated profit to be carried forward would amount to 13,799,049.55 €. If the number of treasury shares held by the company increases until the day of the Annual General Meeting, 31 May 2012, no dividend will be paid for that part of accumulated profit which is accounted for by treasury shares additionally acquired between the time the proposal for the appropriation of accumulated profit was made and the Annual General Meeting; rather, it will be carried forward. If the number of treasury shares held by the company declines until the day of the Annual General Meeting, a dividend will be paid for that part of the accumulated profit which is accounted for by these treasury shares, as far as this is required for the payment of a dividend to the amount of 0.20 € per share entitled to dividend. The remaining part of accumulated profit will be carried forward. A review of the individual and consolidated financial statements and an audit of the respective management reports and the Corporate Governance reports in accordance with § 41 (2) of the Austrian Societas Europaea Act provided no grounds for objections. The Administrative Board has approved the individual and consolidated financial statements, which are considered authorised in accordance with § 41 (4) of the Austrian Societas Europaea Act. The Administrative Board would like to thank the Executive Board and all employees of the conwert Group for their commitment and their work. Vienna, 26 March 2012 On behalf of the Administrative Board Johannes Meran Chairman of the Administrative Board
INTRO | MANAGEMENT REPORT | | FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS Report of the Administrative Board Corporate Governance CORPORATE GOVERNANCE REPORT Corporate Governance represents an important tool for conwert to ensure transparent management aimed at sustainable value creation. Therefore, conwert was the first Austrian property company to commit to compliance with the Austrian Code of Corporate Governance (CGC) on a voluntary basis in the year 2005. The CGC contains the international standards for good management and provides a framework for the management and monitoring of business activities by Austrian stock corporations and European stock corporations that are listed on the stock exchange in Austria. The Austrian Code of Corporate Governance is available on the website www.corporate-governance.at. The Code in the version of January 2010 comprises a total of 83 rules, which consist of L-Rules, C-Rules and R-Rules. L-Rules are based on mandatory Austrian legal requirements and must therefore be complied with. C-Rules represent standards that should be complied with. Any deviations must be explained in order to ensure compliance with the Code. R-Rules are recommendations; deviations do not have to be disclosed or explained. conwert applied the Austrian Code of Corporate Governance in the financial year 2011 and had compliance with the provisions of the Code evaluated externally by Univ. Prof. DDr. Waldemar Jud Corporate Governance Forschung CGF GmbH. For conwert as a monistic Societas Europaea (SE), all rules of the CGC relating to the Management Board and Supervisory Board are applicable mutatis mutandis to the Executive Board and the Administrative Board. Therefore, the following principles are considered in the application of the CGC to conwert: + The assignment of the individual Code rules relating to the Administrative Board and/or Executive Directors reflects the intent of the Code as well as the division of responsibilities within the corporate bodies of the SE. + The rules of behaviour defined by the CGC for Supervisory Boards fall under the general responsibility of the Administrative Board. + The rules of behaviour defined by the CGC for Management Boards fall under the general responsibility of the Executive Board; activities allocated to the Administrative Board by law or internal rules governing the allocation of authority fall under the competence/responsibility of the Administrative Board. EXECUTIVE BOARD Thomas Doll born on 27.12.1965 Jürgen F. Kelber born on 21.09.1957 Responsible for First appointed Other functions in supervisory or Administrative Boards or comparable functions in other Austrian or foreign subsidiaries not included in the consolidated financial statements Finance, controlling/risk management/ICS, group accounting and tax, legal matters and investments, corporate communications IT and personnel Operating segments portfolio management, services, sale of properties, group organisation, funds/investment products, acquisitions, procurement and sales management On 1 September 2010 for a period of 4 years On 14 December 2007 for a period of 5 years THE FOLLOWING PERSONS RESIGNED FROM THE EXECUTIVE BOARD IN THE FINANCIAL YEAR 2011: Thomas Rohr born on 30.03.1965 Volker Riebel born on 15.10.1955 Responsible for First appointed Other functions in supervisory or Administrative Boards or comparable functions in other Austrian or foreign subsidiaries not included in the consolidated financial statements Region Austria (apartment buildings, commercial – sales and investment) Strategy, legal matters and investments, quality assurance, corporate communications, audit, personnel and purchasing From 1 March 2009 to March 2011 From 1 January 2011 to 6 July 2011 None None None + AVW Assekuranzvermittlung der Wohnungswirtschaft GmbH & Co KG, Chairman of the Supervisory Board + AVW Versicherungsmakler GmbH, Chairman of the Supervisory Board 121
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| MANAGEMENT REPORT | CONSOLIDATED
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sold _ EBIT increase plus 16.1% _ R
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_ non-diluted EPRA NAV up 6.2% to 1
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