euro adhoc: conwert Immobilien Invest AG / other / Creating an integrated, full-service European real estate group (E)

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
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01.10.2007

+ conwert will be change it´s strategic position into an integrated, full
service European real estate group with unchanged focus on residential
properties
+ conwert to acquire 25 real estate management companies and real estate service
providers
+ Private selling shareholders committed to invest net proceeds (approx. 70% of
total proceeds) into conwert shares
+ Legal form to be changed into a European SE and conwert introducing a one-tier
board system consisting of supervisory board and executive directors

Vienna, 1 October 2007. conwert Immobilien Invest AG ("conwert"), listed on the
Vienna stock exchange intends to transform itself into a European full
integrated, full-service real estate group. It is the strategic goal of conwert,
to extend its operating business from pure real estate investment into the new
business areas property management and real estate services. Covering the whole
real estate value chain conwert will be able to generate additional cash-flows.
In addition the already announced increase of portfolio trading activities will
generate further cash flows. Therefore conwert intends to start paying dividends
to its shareholders in the future, but will still retain sufficient acquisition
capacity to develop and realize an attractive investment pipeline. conwert will
maintain it´s strategic business focus on residential properties extended by an
excellent management expertise in business properties.

conwert-CEO Johann Kowar: "With this new strategic fit conwert is well equipped
to continue on its growth track. The new company structure reflects
international standards and is favored by investors and international capital
markets. We strengthen our financial capabilities and enhance conwert´s
attractiveness and ability to tap international capital markets as a source of
funding for its future growth. With our new strategic alignment and our new
company structure conwert forms an unique and trend setting business model in
the European property industry."

To implement its new strategy, conwert intends to acquire in total 25 real
estate management and real estate service providers: two management companies
conwert Management GmbH ("conwert Management") and ECO Management GmbH ("ECO
Management") as well as certain real estate service providers in Austria and Alt
& Kelber Immobiliengruppe GmbH & Co KG ("Alt & Kelber") in Germany.

To acquire these 25 entities conwert will pay approximately EUR 216m in total.
The selling shareholders of conwert Management and ECO Management include
amongst others conwert founder Günter Kerbler, conwert CEO Johann Kowar and ECO
Business-Immobilien AG CEO Friedrich Scheck. The Austrian service providers will
be aquired from Wiener Privatbank Immobilien Invest AG, Alt & Kelber from it´s
founder and owner Jürgen Kelber. All selling shareholders - excluding Wiener
Privatbank - informed conwert, that they intend to reinvest their net proceeds
after tax (approx. 70% of gross proceeds) into conwert shares with a long-term
investment prospective. Subject to the closing of the transaction, the selling
shareholders or a syndicate intend to publish an offer to conwert shareholders
at an expected offer price of EUR 15 per share. This offer will be restricted to
approx. 10 % of the current number of outstanding shares. The offering details
will be defined in line with the Austrian Take-over commission.

This new strategic positioning of conwert will be subject to an extraordinary
shareholders meeting on October 25, 2007. conwert will also ask shareholders for
approval to change conwert´s legal form into a European SE. With this new legal
form, conwert will introduce a one-tier board system with one board of directors
consisting of executive and non-executive members. The company will propose that
Günter Kerbler is elected as chairman of the board and Franz Zwickl as deputy
chairman; Johann Kowar will remain CEO of conwert. Further executive directors
will be Andreas Nittel and Alexander Zartl (members of the current management
board of conwert) as well as Friedrich Scheck (after his expected resignment as
ECO CEO and his election as member of the ECO supervisory board), Claudia
Badstöber, Wolfgang Tutsch, Jürgen Kelber and Walter Leitner. The new management
structure allows conwert to have a flexible and thorough decision-taking system
and at the same time pools all real estate, investment and management expertise
of the company in just one key decision making board.

JPMorgan acted as financial advisor to conwert in this transaction and provided
a fairness opinion to the management board.

+ About Management Companies
conwert Management GmbH manages the stock listed conwert Immobilien Invest AG
and is therefore responsible for the management of conwert´s residential real
estate assets in Austria, Germany and CEE. With a more than 25 year track record
the company is the Austrian market leader in the re-development of older
residential properties. conwert Management employs 105 employees.

ECO Management GmbH is responsible for the stock listed ECO Business-Immobilien
AG and the management of ECO commercial real estate assets. The company has a
headcount of 24 and operates in Austria, Germany and CEE.

+ About Austrian real estate service providers
The Austrian real estate service providers already work closely with conwert and
offer property management, real estate brokerage, insurance brokerage and
construction management services to conwert as well as third parties. The
companies currently employ 74 employees. With the integration of the companies,
conwert will have in-house access to these service offerings and will become an
integrated, full-service provider with the ability to capture the entire real
estate value chain.

+ About Alt & Kelber
Alt & Kelber is a leading German real estate service provider active as third
party housing privatization provider, also well positioned in property
management, real estate brokerage and real estate development. Alt & Kelber
employs around 220 employees and has approx. 100 offices throughout Germany. The
acquisition is an important step for conwert´s expansion in Germany as it
provides conwert with a broad and well-established management platform in
Germany, giving access to over 20 years real estate expertise on the German
market.

+ Key Financials of the planned transaction
On a pro-forma basis the transaction would lead to the following changes in the
net profits of conwert: Pro-forma calculations for the FY2006 would show an
increase of net profit of 37%. Pro-forma calculations for the FY2007e would show
+25% increase of net profit.

Pro-forma calculation (EURmm)

conwert stand alone conwert pro-forma**
Net Profit 2006 52 71
2007e 110* 138

*) 2007 estimates based on analyst consensus forecasts
**) Management estimates. Pro-forma adjustment based on management estimates and
reflects incremental interest on financing of purchase price (assuming
acquisition is 60% debt financed in line with conwert loan-to-value target of
60%). 2007E net profit calculated based on statutory corporate tax rate (25% for
Austria).

Further inquiry note:
conwert Immobilien Invest AG
Johann Kowar, Chairman of the Management Board
T +43 / 1 / 521 45-200
E [email protected]

Hochegger|Financials
Roland Mayrl
T +43 / 1 / 504 69 87-31
E [email protected]

end of announcement euro adhoc 01.10.2007 10:13:05
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emitter: conwert Immobilien Invest AG
Albertgasse 35
A-1080 Wien
phone: 52145-0
FAX: 52145-111
mail: [email protected]
WWW: http://www.conwert.at
sector: Real Estate
ISIN: AT0000697750
indexes: WBI
stockmarkets: official dealing: Wiener Börse AG
language: English

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