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DES GB2012 E

At the first scheduled meeting, on 26 April 2012, the Super- visory Board’s annual review of efficiency was completed and the agenda for the Annual General Meeting was approved. We selected the auditor, who was proposed to the shareholders for election. In relation to the audit of the annual financial state- ments, we once again attached great importance to the explana- tions of the Executive Board and those of the auditor on the real estate appraisals. In addition, the Executive Board explained the possibilities opened up by corporate restructuring and the tax impact on the Group. The Executive Board also reported on the conclusion of the expansion of Main-Taunus-Zentrum, the acqui- sition of the remaining shares in the Rathaus-Center in Dessau and various refinancing negotiations. Explanations regarding the occupancy situation focused on the office space in the expanded Altmarkt-Galerie in Dresden. The Executive Board also presented the option of purchasing a shopping center in Poland. At the meeting held on 21 June 2012 prior to the Annual General Meeting, the Executive Board reported on refinancing agreements implemented as well as the occupancy situation at the shopping center in Pécs, Hungary, in particular. The Execu- tive Board informed us of the latest insights regarding Group restructuring, given that the concept will soon be ready to sub- mit for a decision, and presented the possibility of acquiring the Herold-Center in Norderstedt. One focus of this meeting was also the planned enlargement of our Supervisory Board in light of changes to the requirements of the Corporate Governance Code. We discussed the planned enlargement and composition of the Supervisory Board as well as the various functions in the committees. At the constituent meeting on 21 June 2012 following the Annual General Meeting, we elected members by open ballot to various functions on the Supervisory Board and its committees. The election was suspended pending the legally valid amend- ment to the Articles of Association to enlarge the Supervisory Board. It was then held on 13 July 2012. Chairman of the Supervisory Board Manfred Zaß Deputy Chairman of the Supervisory Board Dr. Michael Gellen Executive Committee Manfred Zaß (Chairman), Thomas Armbrust, Dr Michael Gellen Financial Expert Karin Dohm Audit Committee Karin Dohm (Chairwoman), Thomas Armbrust, Manfred Zaß Capital Market Committee Manfred Zaß (Chairman), Thomas Armbrust (Deputy Chairman), Reiner Strecker Elections results At the fourth meeting on 20 September 2012, the Executive Board reported again on the occupancy and refinancing situa- tion of the property in Pécs. The Executive Board also reported about opportunities to expand our shopping center portfolio. A more detailed report was provided by the Executive Board on the process to purchase the Herold-Center in Norderstedt and its thoughts regarding financing for this investment. Once again, the main focus of our meeting was the restructuring of the Group. The Executive Board presented us its final concept, which we approved following an in-depth discussion. At the last meeting on 27 November 2012, the Executive Board reported on the Group restructuring process currently in pro- gress, the completed acquisition of the Herold-Center as well as the financing measures undertaken for this acquisition (capital increase and issue of a convertible bond). We also held exten- sive discussions on the projections for the current financial year and the Company’s medium-term performance planning as pre- sented by the Executive Board. COMMITTEES The Supervisory Board has established three committees: the Executive Committee of the Supervisory Board, the Audit Com- mittee and the Capital Market Committee. Each of these is made up of three members. The Executive Committee of the Super- visory Board functions simultaneously as a nomination commit- tee. Given the size of the Company and the number of Super- visory Board members, we consider the number of committees and committee members to be appropriate. The enlargement of the Supervisory Board prompted a change in the composition of the individual committees. The decision-making powers of the Capital Market Committee were expanded to include the issue of convertible bonds and bonds with warrants; moreover, the Committee elected Thomas Armbrust as its Deputy Chairman. During the reporting period, the Executive Committee of the Super- visory Board and the Audit Committee met on 18 April 2012. The Audit Committee also discussed the quarterly financial reports with the Executive Board in a meeting on 26 April and in conference calls on 9 August and 9 November 2012. The Execu- tive Board conducted several telephone conferences in November to inform the Capital Market Committee about the capital-raising measures and request Committee approval of its resolutions. The Committee passed the relevant resolutions. 3 Report of the Supervisory Board DES ANNUAL REPORT 2012 { 15 }