annual financial statement 2011 - conwert Immobilien Invest SE

Annual Financial Report 2011
Organisation and corporate structure incl. statement
regarding branch offices
conwert is a publicly listed, single-tier Societas Europaea (SE), which consists of three
corporate bodies: the Administrative Board, the Executive Board and the Annual General
Meeting. The company is represented by two Executive Directors together, two
Administrative Board members together, one Administrative Board member together with an
Executive Director or a holder of power of attorney, or by an Executive Director together with
an a holder of power of attorney. Sole power of representation is thus not possible. The
Administrative Board consists of a minimum of 3 and a maximum of 5 persons.
The place of business of conwert Immobilien Invest SE is Vienna. The operating business is
predominantly conducted through group-owned property holding companies.
PROPERTY HOLDING COMPANIES
In the business segment “Portfolio” conwert Immobilien Invest SE has wholly-owned
subsidiaries in Austria, Germany, the Czech Republic, Hungary, Slovakia, Luxemburg and
the Ukraine, which are operated as local property companies. As of 31 December 2011, the
share held in ECO Business-Immobilien AG in Vienna amounted to 95.76 %. The results of
ECO were fully consolidated for the first time in the third quarter of 2010.
MANAGEMENT COMPANIES
The management of conwert’s property portfolio, as well as trading and sales are carried out
by conwert Management. The portfolios in Germany (located in Berlin & Leipzig) and
Hungary (location Budapest), Slovakia (location Bratislava), the Czech Republic (location
Brno) and the Ukraine (location Kiev) are each operated by local management companies.
RESAG GROUP
The RESAG Group is responsible for the property service business in Austria, including
property management, administration, brokerage, apartment privatisations and the marketing
of properties. conwert holds 100 % in RESAG Property Management GmbH and 49 % in
RESAG Immobilienmakler GmbH. In 2011 the contracts with RESAG Immobilienmakler
GmbH were completely renegotiated so that third-party comparisons are now possible. This
will result in significant profitability and liquidity increases for conwert in the future. The
property insurance brokerage business, which was previously the responsibility of RESAG
Insurance Broker GmbH within the conwert Group, was externalised in 2011 for cost and
efficiency reasons, and RESAG Insurance Broker GmbH was merged.
CONWERT BAUDEVELOPMENT GMBH
All construction management activities in Austria are currently performed by conwert
Baudevelopment GmbH. The company primarily carries out modernisation projects. In the
course of the corporate reorganisation conwert Bauträger GmbH was over several
intermediate steps merged with RESAG Property Management GmbH.
ALT+KELBER GROUP
Since October 2007, alt+kelber has been a 100 % subsidiary of the conwert Group in Vienna.
The alt+kelber Group is a service provider for residential properties in Germany and, with its
subsidiaries in Germany, is responsible for all property services of conwert including property
management, administration, brokerage and apartment privatisation. alt+kelber currently
manages approx. 46,596 residential and commercial units in Germany, 13,745 units for
conwert and 32,851 units for third parties. With the service segments consulting,
management and marketing, alt+kelber addresses not only private and municipal housing
companies, but also funds and banks as well as national and international private and
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