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Commitment to the Austrian Corporate Governance Code
Management Board and responsibilities
Joint statement by the Management and Supervisory Boards on their co-operation
Composition of Committees
Contracts with related companies and avoidance of conflicts of interest
Auditors
Riskmanagement
„One share/one vote“ principle
Directors’ dealings

The Management and Supervisory Boards of CA Immo International are committed to observing the rules of the Austrian Corporate Governance Code and, therefore, to transparency and the uniform principles of good company management. They act in compliance with the 2006 edition of the Code, to which the references contained in this report also relate.
CA Immo International implements the Code‘s recommendations without restriction. In addition, CA Immo International has introduced a compliance directive in the company to prevent infringements of insider regulations. In this context the Management Board is making every effort to safeguard stakeholders‘ interests and avoid conflicts of interest. The detailed annual statement on the observance of the Code, including explanations of non-compliance, is published at www.caimmointernational.com. The statement was evaluated by KPMG Wirtschaftsprüfungs- und Steuerberatungs GmbH, whose findings are also available on the website.

Prior to the IPO, CA Immo International was directed by two equal-ranking Board members. On 21 September 2006 Dr. Bruno Ettenauer was appointed to the Management Board and nominated Chairman; at the same time the terms of office of Ing. Gerhard Engelsberger and Mag. Wolfhard Fromwald were extended. The mode of cooperation between the Board members is specified in the company‘s internal rules of procedure and associated business assignment plan. Strategy, investment principles and corporate governance fall within the responsibility of the entire Management Board. In addition, the Management Board performs its own communication activities relating to important topics. All matters are discussed openly and agreed between the individual Management Board members at regular meetings.

As envisaged by the Code, the Management Board reports regularly, promptly and in detail on all planning projects, the pattern of business, the risk situation and risk management. In addition, the company‘s strategic orientation is agree  in sometimes intensive discussions further to the Supervisory Board meetings. Depending on the significance of the matters concerned, the Supervisory Board exercises its control function by means of committees as well. Audit, remuneration and nomination, and investment committees were established accordingly.

As part of the IPO the full Supervisory Board was re-elected in an extraordinary General Meeting. It decides on matters of fundamental importance and the strategic orientation of CA Immo International.

The remuneration and nomination committee makes proposals to the Supervisory Board on filling forthcoming positions on the Board of Management, deliberates on questions relating to succession planning, and makes proposals to the General Meeting on filling forthcoming positions on the Supervisory Board. The Supervisory Board transfers to members of the remuneration and nomination committee the right to conclude, change and dissolve employment contracts with Management Board members and to grant remuneration. Its approval must also be obtained for extraordinary, ex gratia payments to the workforce if, in total, these exceed 10% of the wage and salary budget in any one business year. In the year covered by the report the process to fill forthcoming Management Board vacancies led to the tenure of
Ing. Gerhard Engelsberger and Mag. Wolfhard Fromwald being extended. At the same time Dr. Bruno Ettenauer was appointed to the Management Board as its Chairman and for this reason stepped down from the Supervisory Board of CA Immo International. On the Supervisory Board, Mag. DDr. Regina Prehofer was appointed as the new Chairwoman, while Dr. Alarich Fenyves and Dr. Ernst Nonhoff joined as new members.

The role of the investment committee is to authorise transactions and measures - particularly investments, acquisitions and property purchases - which are not subject to approval by the full Supervisory Board - and to take decisions on urgent matters.

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. Its duties also include, where applicable, internally auditing the consolidated financial statements and proposing the auditor for the annual accounts, and reporting to the Supervisory Board accordingly. In addition, it scrutinises the company‘s risk management system as well as the independence and suitability of the auditor as verified by peer reviews. In compliance with the Code, the audit committee includes a financial expert.

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Dkfm. Gerhard Nidetzky
Dr. Alarich Fenyves
Mag. Reinhard Madlencnik

Mag. DDr. Regina Prehofer
Dkfm. Gerhard Nidetzky
Dr. Ernst Nonhoff

Mag. DDr. Regina Prehofer
Dkfm. Gerhard Nidetzky
Dr. Alarich Fenyves

The members of the Management Board of CA Immo International are also members of the Management Board of CA Immo, which is the core shareholder in CA Immo International with a 51% stake.
Mag. DDr.Regina Prehofer, Dkfm. Gerhard Nidetzky and Mag. Reinhard Madlencnik are also members of the Supervisory Board of CA Immo.

CA Immo International has concluded an agreement with its parent company CA Immo concerning the performance of services relating to finance and accounts, taxes and controlling, and general administration and marketing. The services relating to finance and accounting, and taxes and controlling performed by CA Immo comprise all the commercial activities required in connection with proper business management. In the context of general administration, support is provided to the Supervisory Board and its committees, and the General Meetings of CA Immo International and its Austrian and foreign Group subsidiaries are prepared and conducted. Assistance is also given to the Management Board in all areas. As regards marketing, CA Immo supports the Management Board of CA Immo International in all aspects of public relations, including reporting. The company has concluded an agreement with CA Immo concerning the provision of office and human resources. For the provision of the entire office infrastructure, the company pays CA Immo a fee based on actual cost. In addition, an agreement exists with CA Immo concerning the offsetting of income taxes (tax allocation). The described transactions led to interest payments of € 318,000 (2005: € 380,000) for loans granted by
CA Immo. The net payments for management and other services amounted to € 1,694,000 (2005: € 137,000).

Mag. DDr. Regina Prehofer is also on the management board of Bank Austria Creditanstalt AG/UniCredit Group which is  the CA Immo Group‘s principal banker. Furthermore, Mag. Reinhard Madlencnik is  head of the property financing department of BA-CA. CA Immo International arranges the bulk of its payment transactions as well as its loan financing via BA-CA. It also concludes the majority of its financial investment deals with the bank. In 2006 net interest payments to BA-CA amounted to € 3,2 m (2005: € 1,4 m and the issuing costs arising from the IPO totalled € 11,1 m.

Likewise, individual members of the Supervisory Board serve on the executive bodies of companies in related sectors. Neither direct contracts, in particular consultancy contracts between CA Immo International and members of the Supervisory Board, nor cross-links exist.

To avoid conflicts of interest, each Management Board member must disclose immediately to the Supervisory Board any such conflict and inform the other Management Board members thereof. Management Board members can hold offices, especially supervisory board mandates in unrelated companies, only subject to the approval of the Supervisory Board. Senior managers also require the consent of the Management Board before accepting executive positions outside the CA Immo Group. The provisions for banning competition remain in place. Likewise, all Supervisory Board members are obliged to disclose immediately to the Supervisory Board any conflict of interest, especially such conflicts potentially arising from consultancy services or the holding of an executive position with business partners or rival companies, and to abstain during any voting procedures where necessary. No conflicts of interest were reported by members of the Supervisory Board or Management Board members.

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The auditing of the annual accounts has been entrusted to KPMG Wirtschaftsprüfungs- und Steuerberatungs GmbH since the 2004 business year. The relevant mandate is awarded annually by resolution of the General Meeting in line with the legal provisions. In the states of Eastern and South East Europe as well as the CIS, local KPMG auditors have generally been entrusted with reviewing and inspecting the half-yearly and annual accounts, as well as their preparation according to IFRS. A statement as to the independence of the auditors as well as proof of the execution of peer reviews was submitted by KPMG. In the period covered by the report no consultancy services capable of prejudicing this independence (notably the provision of legal or tax advice) were provided for CA Immo International.

For CA Immo International, risk management comprises dealing with risks in a systematic way. In addition, well-aimed risk management contributes to the early identification and management of risks, and helps the company to make use of opportunities. The Management Board and staff CA Immo International consider the implemented risk management system to be an integral apart of the business processes and thus of the company‘ entire business. Accordingly, this system is being constantly improved. Strategies for risk minimisation are being implemented and will further increase the risk awareness of our staff.

To facilitate its substantial control of CA Immo International‘s strategic orientation, the Group parent company, CA Immo, holds 51% of the shares; in the course of the IPO the remaining 49% went primarily to institutional investors, as well as to some private individuals (free float). Each shareholder is entitled to attend the General Meeting, to express his views on individual agenda items and to demand information about the affairs of the company to the extent required to assess the item concerned. Each CA Immo International share carries the right to vote. There is no upper limit for voting rights per shareholder and there are no special voting rights. The „one share, one vote“ principle applies absolutely.

The remuneration report that follows contains the principles of the remuneration policy, a list of the individual amounts paid to members of the Management and Supervisory Boards and an overview of share ownership. Current information on the purchase and sale of shares by board members is reported at www.caimmointernational.com/investor_relations/directors_dealings.