Statement of compliance by IMMOFINANZ AG with the Austrian Corporate Governance Code for the 2007/2008 financial year

The Austrian Corporate Governance Code, which has been in force since 1 October 2002, is a voluntary self-regulating guideline for the responsible management of companies, which includes provisions of the Austrian Stock Corporation Act as well as accepted international standards for good corporate management. The code provides guidelines for the management and monitoring of companies. Its goals include the creation of more transparent corporate structures, effective corporate controls and the attainment of a high degree of transparency for all stakeholder groups of a company.

Download Austrian Corporate Governance Code  in the version dated June 2007

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The rules of the code are classified in the following categories:

Legal Requirement (L): the rule is based on mandatory legal requirements and must be followed under all circumstances.

Comply or Explain (C): the rule should be followed; an explanation and reasoning must be provided for any variances in order to achieve compliance with the code.

Recommendation (R): a rule with recommendation character; failure to comply must neither be disclosed nor justified.

IMMOFINANZ confirms its compliance with the rules of the Austrian Corporate Governance Code in the current version issued in June 2007, and considers it an obligation to manage the company in the sense of the code to support the sustainable, long-term creation of value. Furthermore, the company places a special focus on the continuous development of an efficient system of corporate controls and risk management. For example, an internal audit group was installed during the 2007/08 financial year as a staff department reporting directly to the Executive Board.

From the current point of view, IMMOFINANZ AG is only required to provide explanations on the following variances to the provisions of the code for the 2007/08 financial year:

Rules 38 and 57:

The rules of procedure and articles of association do not specify an age limit for members of the Executive Board or Supervisory Board. The Supervisory Board of IMMOFINANZ does not consider age limits to be reasonable and has therefore rejected this recommendation.

Based on the current management contract between IMMOFINANZ and Constantia Privatbank Aktiengesellschaft, some regulations of the code do not apply to the company. This involves the rules concerning remuneration for the Executive Board (C-Rules 27-31), since the Executive Board does not receive any remuneration from the company; the corporate bodies of IMMOFINANZ are made available by Constantia Privatbank based on the management contract.

Detailed information on the management contract with Constantia Privatbank Aktiengesellschaft is provided on pages 30-31 of the annual report for 2006/07.

Additional information in accordance with the Austrian Corporate Governance Code:

C-Rules 34 and 39

Audit Committee

The Supervisory Board has established an audit committee, which is comprised of Helmut Schwager (chairman and financial expert), Klaus Hübner and Guido Schmidt-Chiari. The sections of the rules of procedure for the Supervisory Board that relate to the establishment of committees and their authority can be reviewed through the following link.

Download "Excerpt from the rules of procedure for the Supervisory Board"

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The presidium of the Supervisory Board, which comprises the chairman and vice-chairman of this body, is authorised in urgent cases to approve transactions that require the consent of the Supervisory Board. Any such approvals must be subsequently reported to the full Supervisory Board without delay.

C-Rules 53 and 54

Independence of the Supervisory Board

In accordance with rules 53 and 54 of the Austrian Corporate Governance Code, a member of the supervisory board is considered to be independent, when he/she has no business or personal relationships to the company or its executive board that would lead to a material conflict of interest and could therefore influence the behaviour of the member.

In accordance with the provisions of the code, the members of the Supervisory Board of IMMOFINANZ have defined the criteria for their independence based on the general clause of the guidelines included as Appendix 1 to the Austrian Corporate Governance Code.

Download "Guidelines for the independence of Supervisory Board members"

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In accordance with the established criteria, every member of the Supervisory Board has stated, on his own responsibility, whether he is independent based on the established criteria. The members of the Supervisory Board Michael Kaufmann, Klaus Hübner and Guido Schmidt-Chiari meet the criteria defined by the Supervisory Board and are therefore considered independent in the sense of rules 53 and 54. Therefore, the majority of the members of the Supervisory Board are independent as required by rule 54.

Evaluation

IMMOFINANZ commissioned a voluntary external evaluation of its compliance with the rules of the code during the 2006/07 financial year. This external audit by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft did not identify any circumstances that would contradict the statement made by the Executive Board on compliance with the provisions of the Austrian Corporate Governance Code.

Download "Summary of results on the evaluation of compliance with the Austrian Corporate Governance Code in the 2006/07 financial year"

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IMMOFINANZ AG, The Executive Board