KPMG - IERE

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* upon the publication of a notice convening a general meeting of Shareholders for the purpose of resolving to wind up the Company; or * when for any other reason, the prices of any investments cannot be promptly or accurately ascertained. Any such suspension shall be published, if appropriate, by the Company and may be notified to shareholders having made an application for subscription for Shares for which the calculation of the Net Asset Value has been suspended. The Net Asset Value per Share is available at the registered office of the Company. 7. Articles of Association 7.1 The following information is a summary of the Articles. Prospective investors should read in full the Articles, which are filed with the Luxembourg registre de commerce et des sociétés and published in the Mémorial, and not just rely on the summary provided below. A copy of the Articles is available for inspection at the place specified in paragraph 18 of this Part XII. 7.1.1 Objects and corporate purpose The objects and corporate purpose of the Company is set out in Article 5 of the Articles and is as follows: The exclusive purpose of the Company is to invest in real estate and real estate-related assets including, without limitation (i) the ownership of real property directly or through one or more Luxembourg or foreign subsidiaries of the Company, (ii) the direct or indirect ownership of share capital, convertible and other debt instruments and other convertible securities, of real estate companies that own, directly or indirectly, real property or are engaged in a business ancillary to the ownership of real property, or (iii) the direct or indirect ownership of interests in partnerships and other entities that own, directly or indirectly, real property or are engaged in a business ancillary to the ownership of real property, and (iv) any other business activity reasonably related to any of the foregoing, with the purpose of affording its shareholders the results of the management of its assets and in compliance with the principle of risk spreading. On an ancillary basis or for defensive purposes, the Company may temporarily invest all or part of its assets in cash, cash equivalents, similar financial instruments or debt securities. The Company may further use techniques and instruments (i) relating to transferable securities or money market instruments and (ii) intended to provide protection against exchange risks to the extent permitted by Luxembourg law as more particularly described in this Prospectus. The Company may take any measures and carry out any transaction which it may deem useful for the fulfilment and development of its purpose to the largest extent permitted under the Investment Funds Act. 7.1.2 Members of administrative, investment managerial and supervisory bodies (i) Board The Company will be managed by a Board composed of at least three members, either Shareholders or not. The Board shall be elected by resolution of the Shareholders at a general meeting for a maximum period of six years and may be reelected. The Shareholders shall determine the number of Directors and their remuneration. Any Director may be removed with or without cause or be replaced at any time by resolution adopted by the general meeting of Shareholders. In the event of one or more vacancies in the office of Director appointed by the general meeting of Shareholders, the remaining Directors so appointed may elect a director to fill such a vacancy, in which case the election shall be ratified by the Shareholders at the next general meeting. The Board is vested with the broadest powers to perform all acts of administration and disposal in the Company’s interest. The Board may delegate part of its powers to one or several of its members or other agents. It may further appoint proxies for specific transactions and revoke such appointments at any time. 141
The Company will be bound towards third parties by the joint signatures of any two Directors, in all matters or (ii) the joint signatures or single signature of any persons to whom such signatory power has been granted by the Board, but only within the limits of such power. The Board shall choose from among its members a chairman, who shall call meetings of the Board. The Board may appoint a secretary, who need not be a Director. A meeting of the Board can also be convened by any two members of the Board. The quorum for a meeting of the Board is a majority of Directors present or represented where the majority of the members present or represented are not tax-resident in the UK nor based full time in the UK. Board resolutions are approved by a majority of the Directors making up the quorum. In the event of a tie, the chairman shall not have a casting vote. 7.1.3 Share rights (i) Authorised and issued share capital The Board is authorised to issue Shares in one or several tranches within the limits of the authorised share capital. These Shares will be issued on such terms and conditions that the Board will approve and at such price including such share premium as it may decide. (ii) Transfer of Shares Subject to the restrictions noted below as may be applicable and to paragraph 14 of this Part XII, any Shareholder may transfer all or any of their Shares in any form which the Board may accept. (iii) Repurchase and Redemption of Shares The Company may repurchase its own Shares in compliance with the Companies Act and the Listing Rules. Shares redeemed by the Company may remain in existence and held in treasury by the Company. Shares which are not cancelled shall not have any voting rights or any right to participate in any dividends declared by the Company or in any distribution paid upon the liquidation or winding-up of the Company and shall be disregarded for purposes of determining Net Asset Value per Share, in each case, for so long as such Shares are held by the Company. The price of Shares reissued by the Company will be determined according to such policy as the Board may determine from time to time. Under the Articles of Association, all Shares are redeemable shares within the meaning of article 49-8 of the Companies Act. The Company redeems its own Shares whenever the Board considers this to be in the best interest of Company, subject to the terms and conditions determined by the Board within the limitations set forth by the Companies Act and the Articles of Association. In accordance with the requirements of the Companies Act, redemptions can only be made in accordance with the following principles: * redemptions must be paid out of distributable profits and distributable reserves or out of the proceeds of a new issue of Shares made with a view to carry out the redemption; * except if the redemption is made by using the proceeds of a new issue of Shares with a view to carry out the redemption, an amount equal to the nominal value of the Shares redeemed must be included in a reserve which cannot be distributed to the Shareholders except in the event of a * reduction of the subscribed capital. This reserve may only be used to increase the subscribed capital by capitalisation of the reserve; if a premium is paid to Shareholders whose Shares are redeemed, the premium may be paid only out of distributable profits and distributable reserves; * the net assets of the Company may not fall below the amount of the subscribed share capital increased by the reserves which may not be distributed by law as a result of the redemption of Shares; and 142
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Invista European Real Estate Trust
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JPMorgan Cazenove and Citigroup, ea
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Summary This summary should be read
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The Group currently owns, and inten
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Risk Factors Investing in the Share
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If actual financial data differ fro
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assumptions or flawed assessments u
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loss of revenue, which could materi
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The Group’s performance is depend
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less than the costs of the leverage
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Future Share issues could dilute th
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The holding company structure for t
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Important Information Investment in
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investors in Germany are urged to c
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made by broker-dealers who are regi
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* the tax treatment of the Group an
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Directors and Advisers Directors To
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Part I Information on the Company I
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and expanding analysis of property
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Where properties have achieved thei
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payable. To the extent that the Net
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The Company will also publish semi-
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Part II Directors, Management & Adm
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Mark Long* - Director, Strategy, Re
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The Custodian may entrust the safek
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Part III The Offer The Offer A tota
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period of 180 days from Admission,
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Part IV Background to the Continent
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Continental European Listed Propert
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The 5 largest properties account fo
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10 Largest Tenants Tenant Net Annua
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4 Purpose of the valuation report W
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7.3 Environmental matters We have r
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German Properties C104,700,000: Pro
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Property Sector Description, Age &
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Belgian Properties C18,500,00: Prop
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French Properties C22,100,000: Prop
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Czech Republic Properties C12,900,0
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Polish Properties A8,750,000: Prope
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INVISTA EUROPEAN REAL ESTATE TRUST
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Page 91 and 92: INVISTA EUROPEAN REAL ESTATE TRUST
Page 93 and 94: ecognised in the financial statemen
Page 97 and 98: 16. Finance expenses 2006 B Amortis
Page 101 and 102: We planned and performed our work s
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Page 107 and 108: important to an understanding of th
Page 109 and 110: Availability of financing During th
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Page 113 and 114: higher immediately following Admiss
Page 115 and 116: At 30 September 2006 the Group had
Page 117 and 118: temporary difference is controlled
Page 119 and 120: currency swaps and foreign exchange
Page 121 and 122: (q) where voids currently exist or
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Page 125 and 126: taxable as a corporation) organised
Page 127 and 128: PFIC - Default Excess Distribution
Page 129 and 130: these proposed Treasury Regulations
Page 131 and 132: Part XII General Information 1. Inc
Page 133 and 134: 2.11 All of the Shares will be in r
Page 135 and 136: Name Current Directorships and Part
Page 137 and 138: Name Current Directorships and Part
Page 139 and 140: The general meeting of Shareholders
Page 141: (a) Shares of the Company to be red
Page 145 and 146: Every Shareholder may take part in
Page 147 and 148: which fall within the scope of the
Page 149 and 150: The Bank Facility also provides for
Page 151 and 152: performance by the Depositary of it
Page 153 and 154: The primary tasks of the Company’
Page 155 and 156: In relation to the investment restr
Page 157 and 158: doubt as to whether courts outside
Page 159 and 160: Part XIII Definitions The following
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Page 165 and 166: 1.6 1.5.2 pending investigation of
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Page 169 and 170: contravention of any registration o
Page 171 and 172: Notes On How To Complete The Applic
Page 174 and 175: I I I I I I I I I I I I I I I I I I
Page 176 and 177: I I I I I I I I I I I I I I I I I I
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KPMG - IERE

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