JOINT REPORT - conwert Immobilien Invest SE

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- 2 - SUMMARY TRANSLATION OF THE GERMAN LANGUAGE REPORT. THIS TRANSLA- TION IS FOR IMFORMATIONAL PURPOSES ONLY. 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 offers. 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
- 3 - SUMMARY TRANSLATION OF THE GERMAN LANGUAGE REPORT. THIS TRANSLA- TION IS FOR IMFORMATIONAL PURPOSES ONLY. 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 following business areas: a) conwert Management GmbH is the management company of conwert. conwert 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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JOINT REPORT - conwert Immobilien Invest SE

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