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Corporate Governance is the name given to the comprehensive set of rules that characterise responsible management and control of companies and corporations, and are geared towards sustainable, long-term value creation. For CA Immo this is more than a simple vision, but rather represents a philosophy to which it adheres on a daily basis.  The overriding objective is to uphold the interests of all stakeholders with a view to consolidating trust in the company – and the main means of achieving this is to maximise transparency, the key criterion in terms of maintaining value in any real estate company.

Corporate Governance Code
Commitment to comply with the CG-Code
Ordinary shareholders’ meeting 2009
Ordinary shareholders’ meeting 2008
Articles of Association
Report by the Management Board in compliance with § 153 (4) / § 174 (4) Austrian Stock Corporation Act
Corporate Management/Duty to report
Management Board
Supervisory Board
Committees
Guidelines for the independence of the Supervisory Board
Positions held by the members of the Management Board and Supervisory Board
Remuneration Report / Directors' Dealings
Extract of the companies’ register
Binding announcements according to the Austrian Stock Exchange Act
Evaluation of compliance with the Austrian Corporate Governance Code

Corporate-Governance-Code

Since 2002, the Corporate Governance Code has been an indispensable element in the Austrian system of corporate governance and a key instrument for building trust in corporate management and monitoring. The Code sets the standard for good corporate management and control on the Austrian capital market. It is reviewed annually in the light of national and international developments, and adapted as necessary. The last revision of the Code took place in 2008. The revised Code, which came into effect on 1st January 2009, is available on the web site of the Austrian Working Group for Corporate Governance (www.corporate-governance.at). In accordance with the Company Law Amendment Act 2008, listed companies are obliged to compile corporate governance reports under the ‘comply or explain’ principle. The CG-Code comprises the following categories of rules:

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Commitment to observing the provisions of the Austrian Corporate Governance Code

The Management Board and Supervisory Board of CA Immo are committed to the regulations of the Austrian Corporate Governance Code and thus to transparency and uniform principles of good corporate management. CA Immo has implemented in full the regulations and recommendations of the Code as amended in January 2009. An evaluation to determine compliance with the Code was carried out by KPMG Wirtschaftsprüfungs- und Steuerberatungs GmbH, and duly confirmed the validity of public statements concerning compliance with the Code. The active implementation of compliance guidelines by all executive bodies and employees of CA Immo also prevents insider abuse. Observance of the guidelines, and other rules of conduct, is monitored by the responsible compliance officer at CA Immo. This demonstrates the determination of the Management Board to uphold the interests of all stakeholders by ensuring equal treatment for all shareholders and avoiding conflicts of interest.

CA Immo fully translates into practice all rules derived from mandatory statutory regulations ("L rules"). All recommendations are fully implemented. It complies with the majority of C rules of the CG Code.  It varies in the following areas:

C Rule No. 45: Supervisory Board members are not allowed to hold executive positions in other enterprises that compete with the company.

Explanation/reason:  A number of CA Immo Supervisory Board members perform executive functions for similar companies within the sector. To avoid conflicts of interests, Supervisory Board members are obliged to report without delay any conflicts of interest, and especially those that may arise from consultancy or executive functions for a partner or competitor company; in such cases, they may be required to abstain from taking part in voting procedures.

C Rule No. 53: The majority of members of the Supervisory Board elected by the General Meeting or delegated by shareholders in accordance with the articles of association shall include – in the opinion of the supervisory board – a sufficient number of members independent of the company and its management. A member of the supervisory board shall be deemed as independent if said member does not have any business or personal relations to the company or its management board that constitute a material conflict of interests and is therefore suited to influence the behaviour of the member. The supervisory board shall define on the basis of this general clause the criteria that constitute independence and shall publish them in the Corporate Governance report. The guidelines in Annex 1 shall serve as further orientation. According to the criteria defined, it shall be the responsibility of every member of the Supervisory Board to declare its independence vis-à-vis the supervisory board. The Corporate Governance report shall clearly explain which members are deemed independent according to this assessment.

Explanation/reason:  The Supervisory Board of CA Immo has defined appropriate criteria which are published in the Corporate Governance report. A number of CA Immo Supervisory Board members perform executive functions for similar companies within the sector which could cause a potential conflict of interest.

Reinhard Madlencnik heads the real estate division at UniCredit Bank Austria AG, the principal banker of the CA Immo Group. Since September 2008, Helmut Bernkopf is a member of the Executive Board of UniCredit Bank Austria AG. In this function he is responsible for Corporate Banking and since August 2009 also for Corporate & Investment Banking. Regina Prehofer was also a member of the Executive Board of UniCredit Bank Austria AG until mid-2008. UniCredit Bank Austria AG holds four registered shares in CA Immo which entitle the bank to nominate one Supervisory Board member for each share; this right has not been executed.

Furthermore A number of CA Immo Supervisory Board members performs executive functions for similar companies within the sector. Beside his function in CA Immo Detlef Bierbaum is also the Supervisory Board chairman for IVG Immobilien AG, Bonn. DI Horst Pöchhacker is the Supervisory Board chairman for UBM Realitätenentwicklung Aktiengesellschaft, Vienna, where CA Immo has 25 % participation (plus four shares) via her subsidiary CA Immo International.

There are no direct or consulting contracts and particularly cross holdings between CA Immo and any member of the Supervisory Board.

To avoid conflicts of interest, each board member is obliged to disclose potential conflicts of interest particularly because of an advice or organ function among business partners or competitors without any delay. In such a case the member has to abstain in voting procedures.

Vienna, October 2009

Bruno Ettenauer      Wolfhard Fromwald      Bernhard H. Hansen


Downloads

Compliance Statement (.pdf) (only in German)
Joint Declaration by the Managing Board and Supervisory Board (.pdf) (only in German)

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Articles of Association

Here you will find the Articles of Association as amended on 13 May 2008:

Articles of Association of CA Immobilien Anlagen AG (.pdf)

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Report by the Management Board

Here you will find the Report by the Management Board of CA Immobilien Anlagen Aktiengesellschaft on the resolution passed by the 21^st Ordinary General Meeting of 13^th May 2008 in compliance with article 153 subsection 4 in conjunction with article 174 subsection 4 of the Austrian Stock Corporation Act:

Report by the Management Board (.pdf)

Corporate Management / Duty to report

General

The Company has a two-tier management and oversight structure, consisting of the Supervisory Board (Aufsichtsrat) and the Management Board (Vorstand).  The Supervisory Board elects the members of the Management Board for a maximum period of five years.  However, the Supervisory Board may call for the resignation of Management Board members prematurely for material reasons (e.g., violation of duties and a vote of no confidence by the general meeting). 

The Management Board is solely responsible for managing the Company and is not bound by instructions from the annual general shareholders’ meeting or from the Supervisory Board.  Certain transactions specified by law require the prior approval of the Supervisory Board and the Articles of Association or the internal rules of procedure may require the approval of the Supervisory Board for certain actions of the Management Board.  The Management Board may present, or, in the case of transactions subject to approval, the Supervisory Board may present motions for approval to the general shareholders’ meeting, which is usually only taken in cases of fundamental corporate restructuring (e.g., disposal of major divisions of a company).

The detailed remuneration report encompasses the principles of remuneration policy, a breakdown of the emoluments of individual Management Board and Supervisory Board members and an overview of share ownership.

Pairing of management and supervisory functions

To enable it to carry out its supervisory function properly, the Supervisory Board is supplied with regular, timely and comprehensive reports on all matters relevant to the development of the company. In addition to matters subject to authorisation (which are regulated partly by legislation and partly by the Articles of Association or the rules of procedure), all strategic decisions are coordinated in open discussions with the Supervisory Board that exceed the usual framework of Supervisory Board meetings.

Reporting to the Supervisory Board
§ 5 of the Management Board Internal Rules of Procedure

(1) The Management Board must report to the Supervisory Board at least once a year on fundamental aspects of the future business policy of the company and the Group, and on the likely future development of the assets, financial and earnings situation on the basis of a forecast statement (annual report).

The Management Board must also report to the Supervisory Board on a regular basis, at least once per quarter, on the course of business and the situation of the company and the Group compared to the forecast statement, taking account of likely future developments (quarterly report).

The Chairman of the Supervisory Board must be informed immediately of any events or occurrences with serious implications; the Supervisory Board must also be informed immediately of any circumstances that may significantly affect the company's profitability or liquidity (special report).

(2) The annual report and the quarterly reports must be made in writing and, at the request of the Supervisory Board, elucidated orally; the reports are to be distributed to every member of the Supervisory Board. Special reports can be made orally or in writing.

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Management Board

The Management Board of the Company consists of one, two or three members. Along with pertinent legal provisions, the way in which the Management Board cooperates is defined in the Articles of Association and the rules of procedure passed by the Supervisory Board (including the schedule of responsibilities). Important decisions on strategy, investment policy and corporate governance are the responsibility of the entire Management Board; the Board also decides on communication tasks of critical importance. All pertinent issues are regularly and openly discussed by the Board members, agreements are reached and the implementation of resolutions passed is continually monitored.

The current members of the Management Board of the Company, their responsibilities in the Company and their terms of office are listed below:

Bruno Ettenauer
Bruno Ettenauer, born on January 25, 1961, has more than 15 years of experience in the real estate sector. In 2002, he was appointed Head of the Real Estate Financing Division of Bank Austria Creditanstalt AG. Since March 2006 , Bruno Ettenauer has been a member and since October 2009, the chairman of the management board of CA Immo. He is a certified surveyor for real estate valuation.

Wolfhard Fromwald
Wolfhard Fromwald, born on June 22, 1952, he was Head of the Industry, Services and Trade Department of the Creditanstalt for decades. He has almost 20 years’ experience in the property investment business. Since 1990, Wolfhard Fromwald has been a member of the management board of CA Immo Group,  and since June 2006 he has been the CFO of CA Immo International, too.

Bernhard H. Hansen
Bernhard H. Hansen, born on July 25, 1954, contributes as real estate expert decades of experience in project business to the CA Immo Group. Mr. Hansen managed his first real estate projects with Strabag Bau AG, the United States Army Corps of Engineers and other organisations; he also headed the construction department of the European Space Agency. He joined Deutsche Bank AG in 1992, where he took charge of project development for a subsidiary company. From 1996 onwards he served on the management boards of Deutsche Interhotel Holding GmbH & Co. KG and other companies, including DB Immobilien. He joined the executive board of DB Station & Service AG in 2000. Bernhard H. Hansen became the chairman of the Vivico Management Board on 1st January 2006 and joins the Management Board of CA Immo as of 1st October 2009 as CTO (Chief Technical Officer).

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Supervisory Board

The current Supervisory Board comprised six members, all of whom were elected by the Ordinary General Meeting. There are no cross-links. No former Management Board members or senior managers sit on the Supervisory Board of CA Immo. The Supervisory Board, which rules on matters of critical importance and the strategic priorities of CA Immo, held eight meetings during the year 2008 under review. Depending on the significance of particular issues, the Supervisory Board also performs its monitoring function through committees. Three committees have been set up at CA Immo.

The Supervisory Board of CA Immo comprises a sufficient number of members who are independent of the company and its Management Board. No members have business or personal links to the company or its Management Board that could serve to influence the conduct of that member (C Rule 53). Of the six elected members of the Supervisory Board, Reinhard Madlencnik and Helmut Bernkopf do not satisfy C Rule 54 of the Austrian Corporate Governance Code owing to their representation of Bank Austria, which has a shareholding of around 10 % in CA Immo.

The current members of the Supervisory Board of the Company, their positions and their terms of office are listed below:

Wolfgang Ruttenstorfer
Wolfgang Ruttenstorfer, born on October 15, 1959, received his doctorate at the University of Economics and Business Administration in Vienna and started to work at OMV in 1976. In 1985 he joined the Planning and Controlling Department and in 1989 he took responsibility for the Strategic Development of the Group. After being appointed Head of Marketing in 1990, he joined the Executive Board in 1992 and was responsible for Finance and Chemicals. He remained at the Board until the beginning of 1997, when he became Deputy Minister of Finance. On January 1st 2000 he rejoined the OMV Executive Board being responsible for Finance until April 2002 and Gas until December 2006. As of January 1st, 2002 he is CEO and Chairman of the Executive Board.

Helmut Bernkopf
Helmut Bernkopf, born on 10 May 1967, started his international career in the corporate clients sector of Bank Austria in 1994. Further positions in his career were Head of Corporate Customer Business in Bank Austria Romania and Member of the Board of Management of HVB Bank Romania. At the end of 2004 he returned to Vienna to become General Manager of Bank Austria of the Central and Eastern European region. From 2007 to 2008, Helmut Bernkopf served as Deputy President of the Board of Management of UniCredit Bank Russia. In September 2008 he was appointed Member of the Board of Management of UniCredit Bank Austria AG and is in charge of corporate customer business.

Detlef Bierbaum
Detlef Bierbaum, born on 18 September, 1942, switched from being a general partner at the private bank Sal. Oppenheim jr. & Cie to become a Supervisory Board member for Sal. Oppenheim Germany in April 2008. With 40 years’ experience in the international financial industry, his services as a consultant are highly sought after by many companies and institutions. He served for eight years on the Executive Board and presiding committee of the Association of German Banks, and resigned these posts only recently. He is the Supervisory Board chairman for IVG Immobilien AG, Bonn, and a member of the Supervisory Board of Douglas Holding AG of Hagen.

Reinhard Madlencnik
Reinhard Madlencnik, born on 10 April 1961, heads the real estate division at Bank Austria, with responsibility for all commercial property business as well as property financing. Aside from his Supervisory Board mandates at CA Immo and CA Immo International, he holds no other posts with any listed companies at home or abroad.

Regina Prehofer
Regina Prehofer, born on 2 August, 1956, started her career at Österreichische Kontrollbank AG before moving to Creditanstalt in 1987. In 2003, after three years as head of the Division for Multinational Corporates, Corporate Finance and Trade Finance, she was appointed to the Executive Board of Bank Austria. In 2008, the long-serving board director of Bank Austria joined the board of BAWAG, where she assumed responsibility for Austrian private and corporate clients. Regina Prehofer is also the Supervisory Board chairwoman at CA Immo International AG.

Horst Pöchhacker
Horst Pöchhacker, born on 16 November, 1938. The ÖBB’s Supervisory Board president served on the Executive Board of Porr AG, Austria’s second largest construction group, for 30 years. He sits on numerous committees within the Austrian construction industry and serves as the deputy chairman of the Supervisory Board of the Vienna-based UBM Realitätenentwicklung Aktiengesellschaft.

Participation in Supervisory Board and committee meetings
2008 eight meetings of the Supervisory Board and one meeting of the Audit Committee respectively were held. The Investment Committee as well as the Remuneration and Nominating Committee did not hold any meetings in 2008. The following list shows the participation of members in Supervisory Board and committee meetings:

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Committees

Depending on the significance of particular issues, the Supervisory Board also performs its monitoring function through committees. Three committees have been set up at CA Immo International; the members of the committees are listed below:

Audit Committee
Wolfgang Ruttenstorfer (Chairman)
Helmut Bernkopf
Reinhard Madlencnik

Investitment Committee
Wolfgang Ruttenstorfer (Chairman)
Helmut Bernkopf
Reinhard Madlencnik
Horst Pöchhacker

Remuneration and Nominating Committee
Wolfgang Ruttenstorfer (Chairman)
Helmut Bernkopf
Regina Prehofer

Committees, General
§ 12 of the Rules of Procedure of the Supervisory Board

(1)   The Supervisory Board is entitled to appoint one or more committees from its ranks, defining their duties and competences. Decision-making powers of the Supervisory Board may be transferred to these committees.

(2)   An Audit Committee shall be established. The Audit Committee is responsible for internally auditing and preparing for the adoption of the annual financial statements, the profit distribution proposal and the management report. The duties of the Audit Committee also include, where applicable, internally auditing the consolidated financial statements, proposing the auditor for the annual accounts and reporting to the Supervisory Board accordingly.

One member of the Audit Committee must be a person with specific knowledge and practical experience in the field of finance and accounting and in reporting (financial expert). Neither the Chairperson of the Audit Committee nor the financial expert may be a person who has, in the past three years, been a member of the Board of Management or a senior executive or external auditor of the company or who has signed the auditors’ report.

(3)   Where the Supervisory Board has more than six members, the following committees should be established in the interests of good corporate governance:

·          A Nomination Committee that makes proposals to the Supervisory Board on filling forthcoming vacant positions on the Board of Management and deliberates on questions relating to succession planning. The Nomination Committee makes proposals to the General Shareholders’ Meeting on filling forthcoming vacant positions on the Supervisory Board.

·          A Remuneration Committee, the Chairperson of which is always the Chairperson of the Supervisory Board. The Remuneration Committee is identical to the Nomination Committee and deals with matters relating to the remuneration of members of the Management Board and with the content of employment contracts with Management Board members.

·          An Investment Committee which, in cooperation with the Management Board (and involving independent experts where necessary), prepares critical decisions that must be made by the full Supervisory Board. Furthermore the Investment Committee can decide on the acquisition, disposal and encumbrance of shareholdings and businesses, including pre-emption rights, as well as the establishment and liquidation of companies and businesses, if such transactions exceed € 15 million but do not exceed € 75 million; beyond this limit value, the full Supervisory Board assumes responsibility.

Committee meetings may be held within the context of full Supervisory Board sessions.

(4)   Committees must be formed on a yearly basis at the constituent Supervisory Board meeting which takes place following the Ordinary Shareholders’ Meeting.

(5)   A committee shall comprise three or more members.

(6)   The Chairperson of the Supervisory Board, or, if s/he is unable to attend, the Deputy Chairperson, shall preside over committees. The right to preside cannot be transferred.

(7)   Supervisory Board members who are not members of committees may participate in committee meetings at the invitation of the Chairperson of the committee.

(8)   Other members of the Supervisory Board may participate in committee meetings in the place of committee members prevented from attending, and may vote where authorised to do so in writing by a non-attending committee member; committee members represented in this way must not be counted when determining whether a meeting is competent to pass resolutions.

(9)   A committee is competent to pass resolutions where all members were invited in the proper manner and the Chairperson (or Deputy Chairperson) and at least one other committee member take part in the meeting. Committees shall also be competent where the Chairperson (or Deputy Chairperson) and at least one other committee member are present.

(10)The activities of committees shall be correspondingly governed by the Rules of Procedure of the Supervisory Board, unless otherwise stipulated in separate Rules of Procedure decreed by the Supervisory Board.

Audit Committee
Listed companies are required to establish audit committees, which are responsible for monitoring the entire process of financial reporting. The audit committee at CA Immo carries out preparatory work for the full Supervisory Board on all issues connected with the annual and consolidated financial statements, the proposal on the distribution of profit and the management report. It also monitors the effectiveness of the internal control system and the risk management system as well as the independence and competence of the auditing company (as assessed by ‘peer reviews’). The audit committee held one meeting in 2008. A financial expert sits on the audit committee of CA Immo in compliance with the Code.

Investment Committee

Working with the Management Board, and bringing in competent experts where necessary, the task of the investment committee is to prepare the ground for significant (investment) decisions to be taken by the full Supervisory Board. The investment committee may also approve transactions and measures to a maximum volume of € 75 m; beyond this limit value, the full Supervisory Board assumes responsibility. The investment committee did not meet during the reporting period because all authorisations were granted by the full Supervisory Board.

Remuneration and Nomination Committee

The remuneration and nomination committee is responsible for all Management Board-related matters as well as succession planning, which includes the matching of suitable candidates to Supervisory Board mandates. The nomination committee (or the full Supervisory Board) proposes candidates to the Ordinary General Meeting where mandates emerge within the Supervisory Board; the main emphasis is on ensuring a balance of expertise across the Supervisory Board and the personal qualifications of candidates. No new appointments were made to the Management Board or the Supervisory Board in the year under review. Since the remuneration system for the Management Board was redefined in 2007 and remained in force until the end of the reporting year, this committee did not hold any meetings in 2008.

Presiding committee

§13 of the Supervisory Board Rules of Procedure

(1)   The Supervisory Board appoints a presiding committee, to which the Supervisory Board chairperson and the deputy chairperson shall belong.

(2)   The Supervisory Board assigns the members of the presiding committee the right to conclude, amend and rescind contracts for service with Management Board members and to grant remunerations.

(3)   The presiding committee of the Supervisory Board must approve the payment of voluntary extraordinary contributions to the workforce where these exceed 10% of total wages and salaries in any fiscal year.

(4)   The presiding committee has no separate Rules of Procedure; minutes of its meetings and resolutions must be compiled.

(5)   Where the delay linked to the convening of a Supervisory Board meeting might expose the company to considerable pecuniary prejudice, the presiding committee shall rule on business matters requiring approval.

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Guidelines for the independence of the members of the Supervisory Board of CA Immo

In accordance with C-Rule 54 of the Austrian Corporate Governance Code a member of the Supervisory Board shall be deemed as independent if said member does not have any business or personal relations with the company or its management board that constitute a material conflict of interests and is therefore suited to influence the behaviour of the member.

In particular, the Supervisory Board member shall not

• have served as member of the management board or as a management-level staff of CA Immo or one of its subsidiaries in the past five years.
  
  
• maintain or have maintained in the past year any business relations with CA Immo or one of its subsidiaries to an extent of significance for the member of the Supervisory Board. This shall also apply to relationships with companies in which a member of the supervisory board has a considerable economic interest, but not for exercising functions in the bodies of the group. The approval of individual transactions by the supervisory board pursuant to L Rule 48 does not automatically mean the person is qualified as not independent.
  
  
• have acted as auditor of CA Immo or have owned a share in the auditing company or have worked there as an employee in the past three years.
  
  
• be a member of the management board of another company in which a member of the management board of the company is a supervisory board member.
  
  
• remain on the Supervisory Board for more than 15 years. This shall not apply to supervisory board members who are shareholders with a direct investment in the company or who represent the interests of such a shareholder
  
  
• be a closely related (direct offspring, spouses, life partners, parents, uncles, aunts, sisters, nieces, nephews) of a member of the management board or of persons who hold one of the aforementioned positions.

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Internal and external positions held by the members of the Management Board and the Supervisory Board of CA Immo

The following list sets out the names of all companies and partnerships of which each of the members of the Management Board and the Supervisory Board of the Company is a member of the administrative, management or supervisory boards or a partner.

In the following list, the abbreviation “MB” denotes “Management Board”, “SB” denotes “Supervisory Board” and “AB” denotes “Advisory Board”.

Supervisory Board

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Remuneration Report / Director’s Dealings

The remuneration report sets out the principles for determining payments to the Management Board and the remuneration of the Supervisory Board. It explains the relevant amounts and structure and indicates the number of shares owned by the members of the Management and Supervisory Boards.

Payments to the Management Boar
The employment contracts of individual Management Board members were redefined in business year 2007. In line with these contracts, Management Board members are remunerated for the functions they perform at both CA Immo and the listed subsidiary CA Immo Interna­tional. Remuneration for Management Board members comprises a fixed element and a (variable) performance-related element.

Fixed salaries
The level of fixed salaries depends on spheres of respon­sibility as determined in the schedule of responsibilities. Fixed salaries are paid in advance in 14 monthly pay­ments. Fixed salaries charged to CA Immo International are settled in line with spheres of responsibility according to the following percentages: Gerhard Engelsberger 30 %, Bruno Ettenauer 35 % and Wolfhard Fromwald 35 %.

Profit sharing
The variable element of remuneration as defined by the remuneration committee at the end of the business year is checked by the auditor and paid retrospectively. The assessment basis for the level of performance-related pay is the earnings before taxes (EBT) of the CA Immo Group. The EBT, which takes account of all key control para-meters that may be influenced by the Management Board, is the preferred benchmark for the CA Immo Group in terms of detailed analysis and long-term comparisons. The variable remuneration is derived from a defined percentage of this assessment basis. Members of the Management Board are obliged to invest one third of the performance-related remuneration in shares in CA Immo or CA Immo International. The retention period for the shares is one year. The Supervisory Board may also award a performance bonus at its discretion. There is no stock option plan. The payout of variable remuneration is charged to CA Immo International pro rata the share of its EBTin the consolidated EBT.

Management Board’s costs: – 40 %
Downsizing the Management Board from three to two members and cutting of variable compensation for the re­maining board members by about 25 %, lead to a decline in the cost of the Board by around 40 %, compared to the previous year. Total salaries paid to the Management Board in business year 2008 amounted to € 1,218.4 K (€ 2,019 K in 2007). Of this, fixed salary components accounted for € 580.4 K (€ 817.6 K in 2007) and vari­able elements totalled € 638.0 K (2007: € 1,202.0 K). The variable payment was related to fiscal year 2007 and was disbursed in 2008 after determination of the annual ac­counts of 2007. Total salaries of approximately € 741.9 K (2007: € 1,057.6 K) were charged to CA Immo Internation­al. Aside from the remuneration for Management Board positions with CA Immo/CA Immo International and the Supervisory Board mandate at UBM, no separate payment is made for accepting mandates in Group companies.

No performance-related remuneration for 2008
Due to the current business development no perform­ance-related compensation payments for the 2008 fiscal year will arrive in 2009. The outcome of this is a further reduction of management costs by about 50 %.

The following table shows the Management Board emoluments for each single member:

1) Paid in 2008 for 2007 / paid in 2007 for 2006.
2) Gerhard Engelsberger stepped down from the Management Boards of CA Immo and CA Immo International at the end of January 2008.

Pension funds and severance payments
All members of the Management Board have pension fund settlements into which annually agreed contri­butions are paid. During the business year, a total of approximately € 56.5 K (around € 79.6 K in 2007) was paid in the form of contributions to pension funds (de­fined contribution plan) for Management Board members. The amount of a legal severance payment is determined by the amount of an overall salary as well as length of service, with the maximum payout equating to one full year’s salary. Payment is forfeited in the event of the employee serving notice of termination. CA Immo has no obligations extending beyond this. In 2008 Gerhard En­gelsberger obtained a severance pay of around € 275.6 K, and a residual settlement in the amount of 100.0 K € for contractual claims. Payments to form a reserve for sever­ance payment claims amounted to € 246.7 K in the year under review (€ 250.4 K in 2007). No further payments were made to former Management Board members or their surviving dependents.

Supervisory Board remuneration
Remuneration for the Supervisory Board is determined annually by the Ordinary General Meeting. In addition to the reimbursement of cash expenses, every member of the Board will receive a fixed annual payment of € 10 K. The chairman will receive double that amount, with the deputy chairman paid one and a half times the fixed fee. Members of committees are paid € 500 for each attend­ance at a committee meeting. Remuneration is aliquoted where a Supervisory Board member steps down during the year. Supervisory Board remuneration amounted to roughly € 73.3 K for 2007 (payment in 2008) and € 63.8 K for 2006 (payment in 2007). No other fees were paid to Supervisory Board members. No remuneration for serv­ices other than those described above (and in particular for consultancy and brokerage activities) was paid. No loans or advances were paid to members of either the Management Board or the Supervisory Board.

The following table shows the Supervisory Board remuneration for each single member:

Shareholdings

According to the requirements of the Code, the purchase or sale of CA Immo shares by members of the Managment or Supervisory Board is to be disclosed under  “directors’ dealings”.

At the end of 2008, 13,973 shares were held by Manage­ment Board members (7,773 shares in the previous year).

No shares were owned by CA Immo Supervisory Board members. In 2008, under the terms of a share repurchase programme, CA Immo acquired 1,494,076 shares (1.71 % of the share capital) on the Vienna Stock Exchange for an average price of € 9.18.

CA Immo also increased its stake in the listed subsidiary CA Immo International from 53.85 % to 61.74 % at year end. In 2008, the company acquired 3,427,360 shares in CA Immo International, bringing the total shareholding to 26,831,142 on the balance sheet date.

D & O insurance
At CA Immo Group level, D & Omanager liability in­surance with coverage of € 10 m was taken out for the executive bodies of the parent company and subsidiaries. The insurance does not provide for any excess. Since the scope of business activity has risen disproportionately, however, the scope of insurance coverage will be revised upwards accordingly.

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Extract of the companies’ register
Click here for the extract from the companies' register (as of January 2009, in German only):

Excerpt of commercial register (.pdf)

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Binding announcements according to the Austrian Stock Exchange Act

According to Sec. 75a of the Austrian Stock Exchange Act [Börsegesetz – BörseG] issuers have to publish an „annual document“. This document has to comprise all information announced or otherwise made available to the public within the fiscal year 2008, in particular information based on applicable corporate and capital markets legislation. The following table contains a list of these documents as well as an indication on where the relevant information can be found.

Binding announcements according to Art 75a Austrian Stock Exchange Act (2006) (.pdf)
Binding announcements according to Art 75a Austrian Stock Exchange Act (2007) (.pdf)
Binding announcements according to Art 75a Austrian Stock Exchange Act (2008) (.pdf)

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Summarised result of the evaluation of compliance with the Austrian Corporate Governance Code at CA Immo International

We have evaluated the compliance with the Austrian Corporate Governance Code by the Management and Supervisory Boards of CA Immo AG, as stated in the public declaration of the Management Board. The Management and Supervisory Boards of the company are responsible for compliance with the individual rules and public reporting obligations. Our task is to report on the compliance with the rules on the basis of an evaluation.

We have conducted the evaluation in accordance with the regulations of the International Federation of Accountants (IFAC) concerning mandates to audit accounts (ISRE 2400). These principles require that the evaluation is planned and conducted in such as way that a reasonable evaluation accuracy can be achieved as to whether the declaration of the Management Board concerning compliance with the Corporate Governance Code is free from any major false statements. The evaluation essentially comprises interviewing the relevant persons responsible as well as a sample examination of compliance with the Austrian Corporate Governance Code. We have conducted the evaluation on the basis of the questionnaire published by the Austrian Corporate Governance Working Group.

In the course of our evaluation, we have not discovered any facts that are in conflict with the declaration made by the Management Board on compliance with the Austrian Corporate Governance Code.

Vienna, März 2008

KPMG Austria GmbH
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft

Mag. Michael Schlenk                 Mag. Peter Ertl
Certified Accountant                  Certified Accountant

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