JOINT REPORT - conwert Immobilien Invest SE

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- 4 - SUMMARY TRANSLATION OF THE GERMAN LANGUAGE REPORT. THIS TRANSLA- TION IS FOR IMFORMATIONAL PURPOSES ONLY. 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 management, real estate brokerage services, insurance brokerage services and con- struction management services. Currently the companies employ 74 employees. 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 management 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 interests 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 shareholders' meeting, but has sufficient time to conclude its extensive due diligence 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
- 5 - SUMMARY TRANSLATION OF THE GERMAN LANGUAGE REPORT. THIS TRANSLA- TION IS FOR IMFORMATIONAL PURPOSES ONLY. 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 representations and warranties, in particular concerning company law matters, financial 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 information 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 economically 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 warranties are generally limited to half of the purchase price. The liability for representations and warranties regarding company law matters and taxes is, however, 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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JOINT REPORT - conwert Immobilien Invest SE

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