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annual report 2009 - bei der Hamborner REIT AG

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Report of the Supervisory Board<br />

Dear Sharehol<strong>der</strong>s,<br />

to our sHareHol<strong>der</strong>s management <strong>report</strong> Financial statements supplementary inFormation<br />

The financial year <strong>2009</strong> is completely characterised for HAMBORNER by the conversion into<br />

a tax-transparent Real Estate Investment Trust (<strong>REIT</strong>). Operationally, the company has coped<br />

well with the persistently difficult market conditions, thanks to its healthy balance sheet<br />

structure and high liquidity. With the registration of the <strong>REIT</strong> Articles of Association in the<br />

Commercial Register and the accompanying tax exemption as from 1 January 2010, the way<br />

has now been smoothed to develop new investor groups for the HAMBORNER share and to<br />

ensure the long-term growth of the company in such a way.<br />

Monitoring the conduct of business and cooperation with the Managing Board<br />

We have regularly advised the Managing Board in the management of the company in<br />

the <strong>report</strong>ing year <strong>2009</strong> and intensively supervised and constantly monitored its company<br />

management. In the course of this, we have secured in-depth information about all significant<br />

business transactions and upcoming decisions. Moreover, the Managing Board regularly,<br />

promptly and comprehensively informed the Supervisory Board, both verbally and in<br />

writing, about all the matters of fundamental importance for the company and, in particular,<br />

about the strategic orientation and all the relevant aspects of the business plan including<br />

the financial, investment and personnel planning. Our particular attention was aimed at the<br />

economic situation and the profitability of the company, as well as the course of the transactions,<br />

including the risk position and risk management.<br />

Five meetings of the Supervisory Board were held in the financial year <strong>2009</strong>. Additionally,<br />

we effected resolutions outside meetings in the case of three transactions in need of a<br />

speedy response. This involved the purchase of properties and personnel matters. Between<br />

the committee meetings, I discussed the strategy, as Chairman of the Supervisory Board, in<br />

a regular exchange with the Managing Board and informed myself on the current trend of<br />

the business environment, significant business transactions and upcoming decisions.<br />

Central elements of activity in the Supervisory Board plenum<br />

The turnover, earnings and personnel development of the company, the financial position<br />

as well as the letting rate and the current situation with purchases and sales were explained<br />

to us at length by the Managing Board in all meetings and then discussed collectively by us.<br />

Furthermore, we thoroughly discussed numerous individual topics with the Managing Board<br />

in the meetings.<br />

In the financial statement meeting of 19 March <strong>2009</strong>, the Supervisory Board approved the<br />

<strong>annual</strong> and consolidated financial statements of HAMBORNER <strong>AG</strong> as of 31 December 2008<br />

after its own review and discussion of significant aspects with the statutory auditor,<br />

Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft. We also endorsed the Managing<br />

Board's proposal for the appropriation of profits. Furthermore, we adopted the agenda of<br />

the <strong>2009</strong> ordinary general sharehol<strong>der</strong>s' meeting and in this connection we discussed in<br />

particular the necessary amendments to the Articles of Association for the conversion into<br />

a <strong>REIT</strong>, as well as the tax repercussions resulting therefrom. Commensurate with the recommendations<br />

of the German Corporate Governance Code, we approved an efficiency audit by<br />

means of self-evaluation. All members of the Supervisory Board took part in the meeting.<br />

The meeting on 5 June <strong>2009</strong>, which took place in the form of a telephone conference, dealt<br />

with the preparation for the <strong>2009</strong> general sharehol<strong>der</strong>s' meeting, as well as the findings<br />

of the efficiency audit of the Supervisory Board activities. In summary, it was emphasised<br />

that the self-evaluation confirmed the meaningful and professional composition of the Super-<br />

<strong>annual</strong> <strong>report</strong> <strong>2009</strong> | <strong>Hamborner</strong> reit ag 15

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