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§ 7 Conflict of interest

 

(1) Supervisory Board members are not permitted to make decisions in their own interests or those of persons or organisations with whom they are closely acquainted where such interests are counter to the (business) interests of CA Immobilien Anlagen AG and its subsidiaries.

(2) Where Supervisory Board members find themselves with a conflict of interests, they must declare this to the chairperson of the Supervisory Board immediately; where the chairperson is affected by such a conflict, he or she must disclose this to the deputies without delay.

(3) The granting of loans by the company to members of the supervisory board shall not be permitted outside the scope of its ordinary business activity.

(4) Contracts between the company or its subsidiaries and 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 shall require the consent of the full Supervisory Board. The same applies to contracts with companies in which a Supervisory Board member has a significant business interest.

(5) Before the election, persons proposed as members of the Supervisory Board must present to the Ordinary General Meeting their professional qualifications, vocational or similar functions along with all circumstances that could give rise to cause for concern over partiality.

(6) Members of the Supervisory Board comply with the provisions of the Issuer Compliance Decree of the Austrian Financial Market Authority as well as the CA Immo Group’s compliance guidelines, which are based thereupon.



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