annual financial statement 2011 - conwert Immobilien Invest SE

Annual Financial Report 2011
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 – Franz Jürgen 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
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