Statement of compliance
Summary of the evaluation of compliance with the Austrian Corporate Governance Code during the 2005/06 Business Year

We have evaluated compliance with the Austrian Corporate Governance Code by the Executive Board and Supervisory Board of IMMOFINANZ IMMOBILIEN AG, Vienna, as presented in the public statement made by the Executive Board. The Executive Board and Supervisory Board of the company are responsible for compliance with the individual regulations as well as public reporting. Our responsibility is to issue a report on compliance with the regulations of the code based on our evaluation.

We conducted our evaluation in accordance with the rules issued by the International Federation of Accountants (IFAC) for activities related to the review of annual financial statements (ISRE 2400). These principles require that we plan and perform the evaluation to obtain reasonable assurance about whether the statement by the Executive Board on compliance with the Corporate Governance Code is free of material misstatements. The evaluation basically includes interviews with the responsible persons as well as an examination, on a test basis, of compliance with the Austrian Corporate Governance Code. We performed our evaluation based on the questionnaire issued by the Austrian Working Group for Corporate Governance.

Our evaluation we did not reveal any facts that conflict with the statement issued by the Executive Board on compliance with the provisions of the Austrian Corporate Governance Code. Our liability as auditors of the annual financial statements is determined by the provisions of § 275 Par. 2 of the Austrian Commercial Code.

Vienna, 7 July 2006

KPMG
Wirtschaftsprüfungs- und Steuerberatungs GmbH
Yann-Georg Hansa
Günther Hischböck
Certified Public Accountants

To underscore its commitment to responsible management, IMMOFINANZ has declared its intention to voluntary comply with the provisions of the Corporate Governance Code.

IMMOFINANZ has fully implemented all regulations of the code that are based on mandatory legal requirements. Other regulations set forth in the code exceed legal requirements, and compliance is voluntary. When a company agrees to comply with the code, it must explain any failure to observe the C rules (“comply or explain”).

Further topics:

Deviations from C rules
Transactions with related parties