JOINT REPORT - conwert Immobilien Invest SE

SUMMARY TRANSLATION OF THE GERMAN LANGUAGE REPORT. THIS TRANSLA- 

TION IS FOR IMFORMATIONAL PURPOSES ONLY. 

JOINT REPORT 

of the Management Board and Supervisory Board of 

conwert Immobilien Invest AG ("conwert") 

to agenda item 1 of the shareholders' meeting of 

conwert on 25 October 2007 

1. conwert plans to conclude agreements on 

a) the acquisition of a 49% interest in RESAG Immobilienmakler GmbH from 

RESAG REAL ESTATE SERVICES AG, Seiller-Tarbuk Liegenschaftsverwaltung 

GmbH, and from Thomas Rohr; 

b) the acquisition of a 100% interest in RESAG Baumanagement GmbH from 

Günter Kerbler, Mag Johann Kowar, Dr Helmut Hardt, K 5 Privatstiftung, Ko- 

war KEG, and from Gabriele Kerbler; 

c) the acquisition of a 100% interest in RESAG Business Immobilienverwaltung 

GmbH from RESAG REAL ESTATE SERVICES AG; 

d) the acquisition of a 100% interest in Brestan, Karner & Partner Immobilien- 

verwaltung Gesellschaft mbH (in future: RESAG Home Immobilienverwaltung 

GmbH) from RESAG REAL ESTATE SERVICES AG; 

e) the acquisition of a 100% interest in Insurance Financial Services GmbH 

from RESAG REAL ESTATE SERVICES AG; 

f) the acquisition of a 100% interest in WPB Baumanagement GmbH from Wie- 

ner Privatbank Immobilieninvest AG; 

g) the acquisition of a 100% interest in ECO Management GmbH from Wiener 

Privatbank Immobilieninvest AG, Günter Kerbler, Mag Johann Kowar, 

Dr Helmut Hardt, K 5 Privatstiftung, Kowar KEG, Gabriele Kerbler, S 8 Pri- 

vatstiftung, and from KR Friedrich Scheck; 

h) the acquisition of a 100% interest in conwert Management GmbH from Wie- 

ner Privatbank Immobilieninvest AG, Günter Kerbler, Mag Johann Kowar, 

Dr Helmut Hardt, K 5 Privatstiftung, Kowar KEG, and from Gabriele Kerbler; 

i) the acquisition of a 100% interest in Alt & Kelber Immobiliengruppe GmbH 

from Alt & Kelber Holding GmbH & Co KG;

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j) the acquisition of a 22% interest in Alt & Kelber Immobilienverwaltung 

GmbH from Walter Leitner. 

To item 1.g) above it is noted, that ECO Management GmbH plans to reduce its reg- 

istered capital from Euro 4,500,000 by Euro 4,450,000 to Euro 50,000 before Clos- 

ing of the transaction with which conwert would acquire ECO Management GmbH. 

The sellers shall be entitled to the reduction amount of Euro 4,450,000 in the ratio 

of their interests in ECO Management GmbH. 

2. To facilitate the execution of the acquisitions mentioned under item 1, each of the 

sellers has submitted to conwert an offer for the sale and transfer of the interests 

held by such seller. The offers can be accepted by conwert by way of a acceptance 

declaration in accordance with the applicable acceptance periods set forth in the of- 

fers. 

3. By acquiring the interests in conwert Management GmbH, Insurance Financial Ser- 

vice GmbH and Alt & Kelber Immobiliengruppe GmbH, conwert would also indirectly 

acquire the interests held by conwert Management GmbH, Insurance Financial Ser- 

vice GmbH and Alt & Kelber Immobiliengruppe GmbH in the following subsidiaries: 

a) conwert Management GmbH holds a 70% interest in BOKRÉTA Management 

Kft., Budapest, a 60% interest in Pdcz brno s.r.o, Brno, a 60% interest in 

Pdsk Bratislava s.r.o., Bratislava, a 60% interest in conwert Thüringen Port- 

folio GmbH, Berlin, a 100% interest in conwert Deutschland Immobilien 

GmbH, Berlin, a 40% interest in Bau-Verein zu Hamburg Hausverwaltungs- 

gesellschaft mbH, Hamburg, and a 60% interest in CC Portfolio GmbH, Ber- 

lin. 

b) Insurance Financial Services GmbH holds a 100% interest in RESAG Insur- 

ance Broker GmbH, Vienna. 

c) Alt & Kelber Immobiliengruppe GmbH holds a 100% in ALT & KELBER Woh- 

nungsprivatisierung GmbH, Heilbronn, Germany, a 78% interest in Alt & 

Kelber Immobilienverwaltung GmbH, Heilbronn, Germany, a 100% interest 

in ALT & KELBER Verwaltungs GmbH, Heilbronn, Germany, a 100% interest 

in ALT & KELBER Immobilienmanagement GmbH, Heilbronn, Germany, a 

100% interest in ALT & KELBER Eigenheim GmbH, Heilbronn, Germany, a 

100% interest in ALT & KELBER Wohninvest GmbH, Heilbronn, Germany, 

and is also the sole limited partner of ALT & KELBER Immobilienkontor

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GmbH & Co. KG, Gera, Germany, and Alt & Kelber Verwaltungs GmbH is a 

limited partner of ALT & KELBER Immobilienconsulting GmbH & Co. KG, Heil- 

bronn, Germany. 

4. The purchase prices 1 for the interests to be acquired by conwert are: 

a) Euro 95,385,000 for the interest in conwert Management GmbH as well as 

the interests held by conwert Management GmbH in subsidiaries; 

b) Euro 48,800,000 for the interest in ECO Management GmbH; 

c) Euro 35,487,000 for the interests in RESAG Immobilienmakler GmbH, 

RESAG Baumanagement GmbH, RESAG Business Immobilienverwaltung 

GmbH, Brestan, Karner & Partner Immobilienverwaltung Gesellschaft mbH 

(in future: RESAG Home Immobilienverwaltung GmbH) and in Insurance Fi- 

nancial Services GmbH (including the interest held by Insurance Financial 

Services GmbH in RESAG Insurance Broker GmbH); 

d) Euro 2,256,500 for the interest in WPB Baumanagement GmbH; and 

e) Euro 34,171,000 for the interest in Alt & Kelber Immobiliengruppe GmbH as 

well as for the interests held by Alt & Kelber Immobiliengruppe GmbH in 

subsidiaries. 

5. The target companies (together with each of their subsidiaries) are active in the fol- 

lowing business areas: 

a) conwert Management GmbH is the management company of conwert. con- 

wert Management GmbH and its subsidiaries are active in Austria, Germany 

and the CEE region. conwert Management GmbH employs 105 employees. 

b) ECO Management GmbH is the management company of the stock exchange 

listed ECO Business-Immobilien AG and is responsible for its commercial real 

estate assets. The company employs 24 employees and is active in Austria, 

Germany and the CEE region. 

c) RESAG Immobilienmakler GmbH, RESAG Baumanagement GmbH, RESAG 

Business Immobilienverwaltung GmbH, Brestan, Karner & Partner Immo- 

1 These purchase prices are preliminary purchase prices. The final purchase prices will be determined 

on the basis of audited financial statements of the target companies as of 31 December 

2007. Compare also item 6 of this report.

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bilienverwaltung Gesellschaft mbH (in future: RESAG Home Immobilienver- 

waltung GmbH) and Insurance Financial Services GmbH as well as its sub- 

sidiary RESAG Insurance Broker GmbH are Austrian real estate service pro- 

viders. They offer different real estate services such as property manage- 

ment, real estate brokerage services, insurance brokerage services and con- 

struction management services. Currently the companies employ 74 em- 

ployees. 

d) The Alt & Kelber-Group (Alt & Kelber Immobiliengruppe GmbH and its sub- 

sidiaries) is a German real estate service provider group that is active in the 

area of third party housing privatisation, but also offers property manage- 

ment services, real estate brokering services and real estate development 

services. The Alt & Kelber-Group employs approximately 220 employees and 

has over 100 offices in the whole of Germany at its disposal. 

6. The other material terms of the agreements between conwert and the sellers na- 

med in agenda item 1 of the invitation to conwert's shareholders' meeting on 25 

October 2007 are largely identical or very similar and can be summarized as fol- 

lows: 

• The sellers were provided with a standard for their offers by conwert. Based 

on this standard conwert negotiated with each of the sellers and adapted the 

standard according to the results of the negotiations. 

• The agreements, also the agreements regarding the acquisition of the Alt & 

Kelber interests, will be subject to Austrian law. The legal venue is in each 

case the commercial court of Vienna. 

• The sellers' offers for the conclusion of share purchase agreements are, with 

exception of the offers by Wiener Privatbank Immobilieninvest AG that are 

subject to the approval of the shareholders' meeting of Wiener Privatbank 

Immobilieninvest AG, unconditional. The Closing of the transfer of the inter- 

ests is subject to customary conditions precedent, such as approval by the 

cartel authorities and that no material adverse changes shall have occurred. 

• conwert does not have the obligation to accept the offers before the share- 

holders' meeting, but has sufficient time to conclude its extensive due dili- 

gence of the target companies. 

• The purchase prices are subject to a customary purchase price adjustment. 

The final purchase prices will be determined on the basis of audited financial

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statements as of 31 December 2007. The financial statements will be audited 

by conwert's independent auditor. 

• The sellers are entitled to receive the profits earned by the target companies 

in the financial year 2007. conwert is, however, economically entitled to the 

profits for subsequent financial years. 

• In their offers the sellers have given an extensive catalogue of customary rep- 

resentations and warranties, in particular concerning company law matters, fi- 

nancial statements, accountancy and financial matters, taxes and fees, intel- 

lectual property rights, material contracts, insurance matters, employment law 

matters, litigation, real estate and environmental law matters, administrative 

law matters, the conduct of the business since the end of the last financial 

year and regarding the truthfulness, completeness and correctness of the in- 

formation disclosed in the due diligence and the non-misleading nature of such 

information. The representations and warranties are valid for certain periods, 

in which conwert's auditors will, in particular, audit the financial statements of 

the target companies, and are secured by profits to which the sellers are eco- 

nomically entitled. In case of a breach of a representation or warranty conwert 

can use this security to satisfy its claims. 

conwert's representation and warranty claims are subject to customary liability 

limitations. Liabilities resulting from the breach of representations or warran- 

ties are generally limited to half of the purchase price. The liability for repre- 

sentations and warranties regarding company law matters and taxes is, how- 

ever, limited with the purchase price, in one case this liability is even unlim- 

ited. 

• For the period from the date of the offers (30 September 2007) until Closing 

conwert has customary co-determination rights and the sellers are obligated 

not to carry out any disadvantageous transactions. 

• In addition, the sellers are subject to non-compete and non-solicitation clauses 

for a period of between one year (for the stock exchange listed Wiener Privat- 

bank Immobilieninvest AG) and up to 5 years. A breach of these clauses trig- 

gers a contractual penalty. 

7. The aim of the acquisition of the above mentioned interests is the expansion of 

conwert's operative business so that it includes real estate management and real 

estate services. After having acquired RESAG Immobilienmakler GmbH, RESAG 

Baumanagement GmbH, RESAG Business Immobilienverwaltung GmbH, Brestan,

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Karner & Partner Immobilienverwaltung Gesellschaft mbH (in future: RESAG Home 

Immobilienverwaltung GmbH) and Insurance Financial Services GmbH (including its 

subsidiary RESAG Insurance Broker GmbH) conwert will have all material real es- 

tate services at its disposal internally and will, therefore, become a fully integrated 

provider of all real estate services that covers the whole real estate value chain. By 

covering the whole real estate value chain conwert should be able to generate addi- 

tional cash-flows. The strategic focus of conwert after the acquisition of the inter- 

ests will remain in high-quality residential properties and will be extended by the 

management expertise of ECO Management GmbH in business properties. 

In addition, the acquisition of the Alt & Kelber-Group is an important step for con- 

wert's expansion in Germany. Through this acquisition conwert would have exten- 

sive and established property management and Alt & Kelber-Group's 20 year 

knowledge of the German real estate market at its internal disposal. 

8. JP Morgan acted as conwert's financial advisor in this transaction and submitted a 

fairness opinion to the management board. 

Due to the importance of the acquisitions stated in agenda item 1 of the invitation to 

conwert's shareholders' meeting on 25 October 2007 for conwert's group-structure and 

the future strategy of conwert as well as due to certain relationships between conwert's 

boards and individual sellers respectively the boards of individual sellers the manage- 

ment board and the supervisory board of conwert have – after the management board 

had submitted a request for approval by the supervisory board and after the supervisory 

board had discussed such request benevolently – agreed to inform the shareholders' 

meeting extensively on the planned transaction and to request the approval of the 

shareholders' meeting to the conclusion of the agreements by conwert's boards. 

The management board and the supervisory board of conwert recommend that conwert's 

shareholders approve the conclusion of the agreements regarding the planned acquisition 

of interests by conwert's boards in the shareholders' meeting on 25 October 2007. 

Vienna, 3 October 2007 

_____________________________ __________________________ 

Mag Franz Zwickl Mag Johann Kowar 

(Chairman of the Supervisory Board) (Chairman of the Management Board)

JOINT REPORT - conwert Immobilien Invest SE

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