JOINT REPORT - conwert Immobilien Invest SE

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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 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,