§ 11 Transactions and measures requiring approval

(1) In accordance with article 12 (2) of the Articles of Association and article 4 of the rules of procedure for the Management Board and irrespective of other legal regulations, the Management Board must obtain the approval of the Supervisory Board for the following transactions and measures:

(a)

the acquisition, sale and (monetary) encumbrance of properties and shareholdings (asset or share deals)
the implementation of development projects
the acquisition, sale and encumbrance of companies and enterprises (including pre-emption rights) and the establishment and liquidation of companies and businesses, excepting those companies (especially holdings) established, sold or liquidated within the respective fund, where this is economically feasible

provided the total investment cost exceeds EUR 15,000,000 in a single case, whereby the approval of the investment committee of the Supervisory Board may be granted for amounts up to EUR 75,000,000. In addition, the approval of the full Supervisory Board shall be required in all cases;

(b) for capital increases of CA Immobilien Anlagen AG and for capital injections of all kinds from the company to holdings and the granting of loans by the company to holdings and funds, provided these are not part of ordinary business activity or covered by the approved annual budget (investment plan) and in addition exceed the amount of EUR 5,000,000 in specific cases.
The redeployment of an approved capital injection within a fund is not subject to the authorisation requirement;

(c) for other measures (e.g. mergers, demergers, conversions) leading to a change from a majority shareholding to a minority interest in subsidiaries and holdings, insofar as this shift in the share structure results in a reduction in the proprietary and administrative rights of the company or increases the performance obligations on the company;

(d) for the establishment and closure of branch offices;

(e) for the conclusion, amendment or active termination of syndicate agreements;

(f) for investments in property assets (especially related to maintenance and repairs) where acquisition costs in a specific case exceed EUR 2,000,000 or 20 % of the fair value of the relevant property, provided these are not covered by the approved annual budget (investment plan). Where the acquisition costs in a specific case are below the threshold stated in the previous sentence but above EUR 1,000,000 or 10 % of the fair value, this must be reported at the next meeting of the Supervisory Board;

(g) for acquisitions of other fixed assets (including ad valorem equivalents in leasing transactions) whereby the acquisition costs in a specific case exceed EUR 1,000,000, provided these are not covered by the approved annual budget (investment plan) or covered by a) or f);

(h) for bond issues and subscriptions (insofar as these are not required for reserve funds in the case of severance and pension provisions) and the obtaining, taking over or granting of loans or credit to third parties whereby the amounts in individual cases exceed EUR 5,000,000 and such loans or credit have not been approved in the context of an investment proposal, and for the issuance of profit participation rights;

(i) for the definition of general principles of business policy;

(j) for the establishment and cessation of lines of business and methods of production;

(k) for the definition of principles governing profit and revenue sharing schemes and pension plans for senior executives in the light of article 80 section 1 of the Austrian Stock Corporation Act;

(l) for the establishment of a long-term incentive plan for the Management Board, employees and senior executives of the company or an affiliated company, whereby the approval of the remuneration committee shall suffice;

(m) for the conclusion of contracts with members of the Supervisory Board which oblige those members to perform services outside of their Supervisory Board activities for the company or a subsidiary (article 228 section 3 of the Austrian Commercial Code) for remuneration of a not inconsiderable value. The same applies to contracts with companies in which a Supervisory Board member has a significant business interest;

(n) for the acceptance of a senior position in the company (article 80 of the Austrian Stock Corporation Act) within two years of execution of an auditor’s opinion by the auditor, Group auditor, auditor of a major affiliated company or certified accountant who signed the auditor’s opinion or a person acting on their behalf who had a significant role in the audit, unless this is prohibited article 271c of the Austrian Commercial Code;

(o) for the acceptance of sureties and liabilities of all kinds, including letters of comfort, where these are unlimited in terms of value and/or time. The approval of the Supervisory Board must always be obtained for amounts of EUR 5,000,000 or more per beneficiary;

(p) for the annual budget of the company and the Group, comprising profit and loss account, investment/maintenance plan, staffing plan and financial plan;

(q) for the granting of the power of attorney in CA Immobilien Anlagen Aktiengesellschaft and the appointment of managerial staff and granting of power of attorney in holdings, insofar as these appointments are not made by executive staff;

(r) for the conclusion of employment contracts that specify a fixed annual salary in excess of EUR 150,000 or pension entitlement;

(s) similarly, for concluding consultancy agreements, with the exception of contracts concluded with lawyers, auditors and other technical or economic consultants and those connected with real estate transactions and development projects. Technical and economic consultants are defined as belonging to the following occupational categories in particular: architects and other planners, structural engineers and structural engineering offices, engineers (building equipment), surveyors (surveying), soil analysts and soil laboratories (for cases of possible contamination), energy and environmental advisors (environment engineering), evaluators in structural physics, landscape architects, traffic route engineering, hydraulic engineering, industrial engineers, site analysts, estate agents and various experimental laboratories;

(t) for initiating legal disputes, entering into settlements and the waiving of debt, insofar as the remission granted by the settlement or the face value of the debt waived exceeds the amount of EUR 1,000,000;

(u) for the conclusion, amendment and annulment of corporate agreements;

(v) for the admission of silent partners and for the issuance of convertible bonds, medium term notes and dividend coupons that entitle third parties to claim a share in profits and/or assets of the company;

(w) for measures whereby the Management Board makes use of an authorisation granted by article 102 section 3 of the Austrian Stock Corporation Act (participation in the Ordinary General Meeting by means of electronic communication) or article 102 section 4 of the Austrian Stock Corporation Act (broadcast of the Ordinary General Meeting);

(x) for all decisions and measures defined in points a-w within subsidiaries and holdings in which CA Immobilien Anlagen AG holds a majority of voting rights in ordinary, general or shareholders’ meetings or the Supervisory Boards.

Where CA Immobilien Anlagen AG does not hold a majority of voting rights in ordinary, general or shareholders’ meetings or in the Supervisory Boards and the Supervisory Board of CA Immobilien Anlagen AG thus has no authority to give consent, the Supervisory Board must be kept informed of such decisions and measures by means of regular reports.

The amounts stated above are net and exclusive of VAT.

(2) The Supervisory Board may decree that other transactions in addition to those listed in section (1) shall be subject to its approval.

(3) Where the approval of the Supervisory Board cannot be obtained in urgent matters as listed in section (1) and no delay is possible, the consent of the presiding committee on the relevant transactions and measures must be sought in the first instance. Such decisions must be presented to the Supervisory Board for authorisation as soon as possible.

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