Annual Report 2007 - VEM Aktienbank AG
Annual Report 2007 - VEM Aktienbank AG Annual Report 2007 - VEM Aktienbank AG
Annual Report 2007
- Page 2 and 3: At a glance 5-year-period financial
- Page 4 and 5: 4 Erich Pfaffenberger and Andreas B
- Page 6 and 7: Key figures for the share Key figur
- Page 8 and 9: led to the board of directors and s
- Page 10 and 11: Joint report by the board of direct
- Page 12 and 13: DCGK paragraph 7.1.2 The consolidat
- Page 14 and 15: Cooperation between the board of di
- Page 16 and 17: Corporate Governance in VEM Aktienb
- Page 18 and 19: of cancelled IPOs accumulated, as p
- Page 20 and 21: our subsidiary was accompanied by t
- Page 22 and 23: yield from financial transactions s
- Page 24 and 25: people were employed locally, and t
- Page 26 and 27: Market price risks Market price ris
- Page 28 and 29: Sensitivity analysis 31/12/2007 Int
- Page 30 and 31: amount is transferred to the issuer
- Page 32 and 33: The available liquidity must be suf
- Page 34 and 35: Operational risks The “operationa
- Page 36 and 37: complaint. If the complaint were to
- Page 38 and 39: The total fixed risk capital is mad
- Page 40 and 41: to § 120 para. 1 AktG (German Stoc
- Page 42 and 43: The board of directors‟ total com
- Page 44 and 45: to important business stimuli durin
- Page 46 and 47: 31/12/2007 31/12/2006 Variation Lia
- Page 48 and 49: 48 Other 2,755 Retained earnings Eq
- Page 50 and 51: VEM Aktienbank AG - Cash flow state
<strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
At a glance<br />
5-year-period financial figures<br />
In EUR „000 <strong>2007</strong> 2006 2005 2004 2003<br />
Net interest income 642 344 383 105 32<br />
Commissions income 6,636 10,702 9,101 3,994 1,189<br />
Trading result 1,513 2,847 9,343 944 269<br />
Other operating income 1,327 5,577 178 410 344<br />
Total operating income (net) 10,136 19,470 19,005 5,453 1,842<br />
Financial investment result 715 470 233 78 8<br />
Result from ordinary business activities 4,022 9,244 14,279 2,937 319<br />
<strong>Annual</strong> surplus 2,249 6,057 8,748 1,734 319<br />
Equity 35,906 32,136 25,677 7,350 2,643<br />
Return on equity before tax 12.5% 35.4% 85.6% 64.9% 13.7%<br />
NB:<br />
Figures based on IFRS (beginning from 2004)<br />
Return on equity: before tax, based on equity at end of financial year minus annual surplus<br />
Performance record<br />
One of the leading banks for public offerings:<br />
Syndicate bank no. 1 (2000)*<br />
Lead manager no. 1 (2001), no. 1 (2005)**, no. 1 (<strong>2007</strong>), no. 1 (<strong>2007</strong>)****<br />
No. 1 for issue rights offers 2003/2004/2005/<strong>2007</strong>/<strong>2007</strong>*<br />
No. 1 for listings 2004/2005/<strong>2007</strong>***<br />
No. 2 in Designated Sponsoring <strong>2007</strong>/<strong>2007</strong>*****<br />
Notes:<br />
All compared to the total number of transactions of public listed companies<br />
* and *** Listings on the Frankfurt Stock Exchange<br />
** Source: IPO-Statistic 2005 Going Public Magazine (01/06) and Corporate Finance Ranking Deutsche Börse<br />
*** No more data available from <strong>2007</strong><br />
**** Source: IPO-Statistic <strong>2007</strong> Going Public Magazine (01/08)<br />
***** Source: Deutsche Börse Rating 3rd Q <strong>2007</strong>
Table of contents<br />
Letter to the shareholders 5<br />
Key figures for the share 6<br />
<strong>Report</strong> by the Supervisory Board 7<br />
Corporate governance in <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> 10<br />
Consolidated annual report for the financial year <strong>2007</strong> 17<br />
Consolidated companies 42<br />
Consolidated accounts (IFRS) on 31 December <strong>2007</strong> 42<br />
Development of consolidated equity <strong>2007</strong> 44<br />
Consolidated profit and loss account (IFRS) 01/01/<strong>2007</strong> to 31/12/<strong>2007</strong> 46<br />
Cash flow statement <strong>2007</strong> 47<br />
Segment information <strong>2007</strong> 48<br />
Notes to consolidated accounts <strong>2007</strong> 50<br />
General details 50<br />
Accounting and valuation policies 52<br />
Balance sheet details 63<br />
Details on profit and loss account 71<br />
Other details 76<br />
Board of Directors‟ statement 83<br />
Auditor‟s report 84<br />
Company information 85<br />
Financial calendar 86<br />
3
4<br />
Erich Pfaffenberger and Andreas Beyer
Dear shareholders,<br />
Letter to the shareholders<br />
The past calendar year – our tenth full financial year – was once again an eventful one. New<br />
challenges appeared in a turbulent market: a sluggish new issues business, a declining shares<br />
market marked by the subprime crisis and increasing competitive pressure formed the setting for<br />
our operational business.<br />
In this context, it seemed an appropriate time to investigate strategic opportunities. Discussions<br />
with high-ranking representatives of the globally active Computershare group have shown that by<br />
working together the potential in assisting listed companies can be increased.<br />
The fruitful and trust-building negotiations eventually led to a takeover bid on the part of the<br />
Computershare group, marking a milestone in the development of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>. The<br />
Computershare group is the worldwide leader and sole global service provider for share-register<br />
management and in this context it performs services for issuers that are very similar to our own.<br />
We have gained a strong partner that is a source of reliability and financial strength. This is a<br />
sensible strategic alignment that perceptibly differentiates us from the competition, because we<br />
are in a position to offer a single source for practically all the possible services for listed issuers.<br />
Computershare recognised <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>‟s strong market position with a premium of<br />
approximately 36% over the average market price for <strong>VEM</strong> shares three months before the<br />
announcement of the voluntary takeover bid. Not least because of the planned takeover, our share<br />
price has shown substantial positive growth in the past financial year.<br />
Today Computershare holds 92% of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>. We look forward to a successful future<br />
together.<br />
Our thanks go to everyone who has contributed to the thriving success of the past financial year.<br />
Munich, May 2008<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
The Board of Directors<br />
Andreas Beyer Erich Pfaffenberger<br />
5
Key figures for the share<br />
Key figures for the share <strong>2007</strong><br />
Equity book value per share EUR 3.61<br />
Earnings per share EUR 0.23<br />
Maximum and minimum rate <strong>2007</strong><br />
Maximum (26/11/<strong>2007</strong>) EUR 6.30<br />
Minimum (14/03 <strong>2007</strong>) EUR 4.23<br />
Year-end rate EUR 6.22<br />
Average market turnover / day (all stock exchanges) 443,098 shares<br />
Number of shares (year-end status) 9,675,000<br />
Average number of shares 9,607,895<br />
Market capitalisation (year-end) EUR 60,178,500<br />
Free float at year-end approx. 40%<br />
Details on the share<br />
Security ID number 760 830<br />
ISIN DE0007608309<br />
Market code VAB<br />
Market notice Munich (regulated market/M:access)<br />
Frankfurt (Open Market)<br />
Stuttgart, Düsseldorf, Berlin-Bremen, Hamburg (open market)<br />
Price development<br />
6<br />
XETRA (continuous trading)
In <strong>2007</strong>, the supervisory board fulfilled the tasks<br />
provided for by the laws and company articles. It<br />
reported on a regular basis to the board of<br />
directors, supervised the latter and was involved<br />
in all decisions of a particular significance for the<br />
firm. The board of directors informed the<br />
supervisory board during the financial year <strong>2007</strong><br />
on a regular, punctual and comprehensive basis<br />
of all corporate issues relating to planning,<br />
business development, risk situation, risk<br />
management, strategic measures and important<br />
business procedures and plans. The supervisory<br />
board was provided with explanations when<br />
business procedures did not correspond to the<br />
established plans and targets. All measures<br />
requiring approval and the firm‟s strategic plans<br />
were discussed in detail. The supervisory board<br />
cast its vote after thorough verification and<br />
consultation where required by the laws, company<br />
articles and internal procedures. The chairman of<br />
the supervisory board was also informed of<br />
important business events and decisions between<br />
the supervisory board meetings and maintained<br />
contact with the board of directors at all times.<br />
Focus of the consultations with the<br />
supervisory board<br />
During the financial year <strong>2007</strong>, the supervisory<br />
board was informed about the current economic<br />
and strategic situation of the bank, business<br />
progress in the individual sectors, the<br />
development of risk, active risk management and<br />
new projects during five meetings and by means<br />
of the regular distribution of documents. The<br />
individual subjects were addressed and discussed<br />
in detail by the board. All the members of the<br />
supervisory board were present at all the<br />
supervisory board meetings during the financial<br />
year.<br />
During the meeting of 28 March <strong>2007</strong>, and<br />
<strong>Report</strong> by the Supervisory Board<br />
following in-depth private consultation and prior<br />
discussion, the supervisory board approved the<br />
annual financial statement of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
as of 31/12/2006.<br />
The main issues addressed in subsequent<br />
consultations included the draft invitation to the<br />
annual general meeting and the planned<br />
investment in the land development company<br />
“Am Schönberg” GmbH.<br />
In the second supervisory board meeting on 11<br />
April <strong>2007</strong>, the main business was the approval of<br />
the consolidated accounts on 31 December 2006.<br />
During the meeting following the annual general<br />
meeting on 21 May <strong>2007</strong>, discussions mainly<br />
concerned current business developments and the<br />
planned flotation of Fonterelli GmbH & Co. KGaA.<br />
On 24 September <strong>2007</strong>, the issues of the risk<br />
situation against a background of the “subprime<br />
crisis”, the application procedure for a full banking<br />
licence, and the planned listing of Fonterelli GmbH<br />
& Co. KgaA were discussed.<br />
The final supervisory board meeting of the<br />
financial year on 12 December <strong>2007</strong> focused on<br />
planning for 2008, the status of the takeover<br />
action by Computershare and the possible joint<br />
statement of the board of directors and<br />
supervisory board, as well as the board of<br />
directors‟ risk report including the effects of the<br />
first EdW (Entschädigungs-einrichtung der<br />
Wertpapierhandelsunternehmen – Compensatory<br />
Fund of Securities Trading Companies) special<br />
payment as a result of the “Phoenix”<br />
compensation case.<br />
The supervisory board also carefully examined the<br />
public takeover bid made by Computershare<br />
Beteiligungs GmbH & Co. KG to the shareholders<br />
of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>. Deliberations on this point<br />
7
led to the board of directors and supervisory<br />
board‟s joint statement of 24 December <strong>2007</strong> on<br />
this takeover bid.<br />
from left: Dr. Alfred Krammer, Matthias Girnth, Olaf<br />
Posten<br />
The supervisory board consists of three ordinary<br />
members including the chairman. These are:<br />
Matthias Girnth, chairman<br />
Olaf Posten, deputy chairman<br />
Dr. Alfred Krammer, member<br />
8
Audit of annual and consolidated<br />
accounts<br />
The auditor selected by the annual general<br />
meeting of the previous year, Ernst & Young<br />
accountancy and tax advisory firm, Stuttgart,<br />
subsidiary in Eschborn/ Frankfurt am Main,<br />
verified the annual accounts of <strong>VEM</strong> <strong>Aktienbank</strong><br />
<strong>AG</strong> and the consolidated accounts including the<br />
annual report for the financial year <strong>2007</strong> and<br />
issued an unlimited audit report.<br />
The annual accounts of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>, the<br />
consolidated accounts, the annual report, the<br />
suggested use of the balance sheet profit, the<br />
board of directors‟ report on relations with<br />
associated firms and the auditors‟ reports were<br />
presented to all the members of the supervisory<br />
board and verified by the same.<br />
Consultations took place in the presence of the<br />
auditors who reported on the principal results of<br />
their audit in the supervisory board meeting and<br />
answered questions. The supervisory board<br />
approved the results of the audit. Following the<br />
final results of its internal audit, the supervisory<br />
board issued no objections to the annual accounts<br />
of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> and the consolidated<br />
accounts and approved the annual accounts of<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> and the consolidated<br />
accounts; the annual accounts of <strong>VEM</strong> <strong>Aktienbank</strong><br />
<strong>AG</strong> were thus approved. The supervisory board<br />
assented to the board of directors‟ suggestion<br />
concerning the use of the balance sheet profit.<br />
Changes in the board of directors<br />
and the supervisory board<br />
No changes were made to <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>‟s<br />
board of directors. The term of office of both<br />
<strong>Report</strong> by the Supervisory Board<br />
directors runs to 30 September 2011.<br />
There have also been no changes made to the<br />
composition of the supervisory board during the<br />
financial year <strong>2007</strong>. All the members of the<br />
supervisory board were reappointed at the annual<br />
general meeting of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> on 21 May<br />
<strong>2007</strong> for the period to the end of the annual<br />
general meeting that will take a decision over<br />
their release for the financial year 2011.<br />
Corporate Governance<br />
The requirements of the German Corporate<br />
Governance Code were also of significance for the<br />
supervisory board. The board of directors and the<br />
supervisory board decided to comply in principle<br />
with the recommendations of the Corporate<br />
Governance Code. The declaration of conformity<br />
according to § 161 of the German Stock<br />
Corporation Act (AktG) was presented by the<br />
board of directors and the supervisory board on<br />
27 May <strong>2007</strong> and subsequently made available to<br />
shareholders on the firm‟s website www.vemaktienbank.de.<br />
The supervisory board thanks the board of<br />
directors and all the employees within the group<br />
for their dedicated work for our company.<br />
Munich, May <strong>2007</strong><br />
The supervisory board<br />
Matthias Girnth<br />
Chairman<br />
9
Joint report by the board of directors and the supervisory board of <strong>VEM</strong><br />
<strong>Aktienbank</strong> <strong>AG</strong> as per para. 3.10 of the German Corporate Governance Code (as<br />
amended on 14/6/<strong>2007</strong>)<br />
Preamble<br />
Corporate governance generally includes all the principles and values involved in successful, responsible<br />
corporate management. Corporate governance is therefore extremely varied and includes compulsory and<br />
optional measures such as the observance of laws and regulations (compliance), the observation of<br />
recognised standards and recommendations and the development and respect of individual corporate<br />
guidelines.<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> has always placed a great deal of importance on corporate governance, which is<br />
reflected in a corporate governance oriented towards long-term success, in close, targeted cooperation<br />
between company management and supervision, and in transparency and clarity in corporate<br />
communication.<br />
Basis<br />
The legal basis for corporate governance within <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> is particularly to be found in the<br />
German Stock Corporation Act, the German Corporate Governance Code (as amended on 14/6/<strong>2007</strong>)<br />
(hereinafter “DCGK”) and the Securities Trading Act. The relevant statutory provisions concerning combating<br />
money laundering also apply and the bank‟s money laundering representative is responsible for<br />
guaranteeing compliance with the same. Regulations concerning the governance and supervision of the<br />
company can be obtained from the company articles agreed upon by the general meeting of <strong>VEM</strong><br />
<strong>Aktienbank</strong> <strong>AG</strong>.<br />
In addition to these regulations established according to the laws and company articles, the company has<br />
also introduced compliance directives and guidelines for personal account dealing for the issues and<br />
securities business. The bank‟s compliancy representative is responsible for guaranteeing compliance with<br />
these provisions.<br />
Implementation of the DCGK recommendations<br />
The company states in an annual declaration whether or with what limitations the recommendations of the<br />
“Government Committee for the German Corporate Governance Code” presented by the federal justice<br />
department in the official section of the electronic Federal Bulletin have been and will be observed.<br />
This compliance statement from <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>‟s board of directors and supervisory board is published<br />
on the company‟s website (http://www.vem-aktienbank.de), which also presents the no longer effective<br />
compliance statements for the previous 3 years.<br />
10
<strong>Report</strong> by the Supervisory Board<br />
In accordance with the current compliance statement of 27 May 2008, the DCGK recommendations have<br />
been and will be observed with the following limitations:<br />
DCGK paragraph 2.3.2<br />
The convening of a general meeting is published in the legally stipulated form and is easily accessible,<br />
together with the convocation documents, on the company‟s website. No electronic notification is issued to<br />
national and international financial service providers, shareholders or shareholders‟ associations.<br />
DCGK paragraph 4.2.1<br />
The board of directors does not have a chairman; the members of the board of directors possess equal<br />
rights. The board member responsible for public relations is designated as the spokesman.<br />
DCGK paragraphs 4.2.3, 4.2.4 and 4.2.5<br />
The chairman of the supervisory board does not inform the general meeting about the main features of the<br />
compensation system for the board of directors or the amendment of the same. According to the decision of<br />
the ordinary general meeting of 23 August 2006, the individual board members‟ total compensation, divided<br />
into performance-related and non performance-related elements including names, does not have to be<br />
disclosed in the Notes to the annual accounts and in the consolidated accounts for a five year period. It<br />
follows that there is no individual disclosure of the total compensation of each board member and no<br />
explanation of the compensation system for the board members in the compensation report according to<br />
paragraph 4.2.5 of the German Corporate Governance Code.<br />
DCGK paragraphs 5.1.2 and 5.4.1<br />
The supervisory board does not currently have any long-term succession planning in order to fill vacant<br />
positions on the board of directors. Due to the fairly recent establishment of the firm, this has not yet been<br />
planned. There are no age limits for members of the board of directors or the supervisory board.<br />
DCGK paragraphs 5.3.1, 5.3.2 and 5.2<br />
The firm‟s supervisory board is made up of three people in accordance with the company articles. Since a<br />
committee must consist of at least two or, in the case of a decision-making committee, three members, the<br />
establishment of committees would not render the activity of the supervisory board more efficient. The<br />
supervisory board does not constitute a nominating committee.<br />
DCGK paragraphs 5.4.2 and 5.5.3<br />
The members of the supervisory board act in part as consultants or as supervisory boards for the firm‟s<br />
competitors or customers. The supervisory board and the board of directors are informed of any conflicting<br />
interests but no report is presented at the general meeting in view of the confidentiality of mandates.<br />
Conflicting interests do not generally result in the termination of the supervisory board appointment,<br />
although termination may be necessary in individual cases.<br />
DCGK paragraph 6.3<br />
In accordance with the legally prescribed ad-hoc publicity, the principle of equal treatment of the<br />
shareholders is taken into account sufficiently in the information policy.<br />
11
DCGK paragraph 7.1.2<br />
The consolidated accounts are established, presented and made available to the public within the first four<br />
months of the consolidated financial year for the previous consolidated financial year (§§290 para. 1 p. 2,<br />
325 para. 4 p.1 of the German Commercial Code HGB). It was not possible to meet this deadline for the<br />
<strong>2007</strong> consolidated financial year. The consolidated accounts for <strong>2007</strong> will be published as soon as possible.<br />
The half-year financial report will be made available to the public at the latest two months after the<br />
reporting period, in accordance with the statutory regulations in § 37w WpHG (German Securities Trading<br />
Act).<br />
The “managers‟ interim notifications” required of domestic issuers according to § 37x WpHG will be made<br />
available to the public during the period between ten weeks after the start and six weeks before the end of<br />
the first and second halves of the financial year. If the company decides to establish quarterly reports<br />
(according to the provisions of § 37w para. 2 Nos. 1 and 2, paras. 3 and 4 WpHG) instead of interim<br />
notifications according to § 37x WpHG, these reports must be made available to the public at the latest two<br />
months after the end of the first and third quarters of the financial year.<br />
Implementation of the DCGK proposals<br />
The DCGK proposals will be fulfilled with the exception of the divergences described below. These<br />
divergences relate to the fact that either compliance with the corresponding proposal is not practicable due<br />
to the current structure of the company, or that further benefits for the company‟s shareholders are<br />
questionable.<br />
DCGK paragraph 2.3.3<br />
The company‟s representative of voting rights can only be contacted in principle until the day before the<br />
general meeting. Shareholders present at the general meeting or their representatives have the possibility,<br />
however, of also issuing instructions to the representative of voting rights at the meeting venue.<br />
DCGK paragraph 2.3.4<br />
It is not possible at present to follow the general meeting by means of modern communication media (e.g.<br />
Internet) as proposed in paragraph 2.3.4.<br />
DCGK paragraph 3.6<br />
The proposal to hold regular separate discussions with shareholders and employees only concerns<br />
codetermined supervisory boards in large firms.<br />
DCGK paragraph 4.2.3<br />
The variable components of the board of directors‟ compensation do not include any components with longterm<br />
incentives and risks. The existing management contracts do not currently contain any regulations<br />
limiting payments to a member of the board of directors to the equivalent of two years‟ salary including<br />
fringe benefits in case of early termination of their activity on the board with no good cause.<br />
12
Corporate Governance in <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
DCGK paragraph 5.1.2<br />
The firm‟s supervisory board is made up of three people according to the company articles. Since a<br />
committee must consist of at least two or, in the case of a decision-making committee, three members, the<br />
establishment of committees to prepare for the appointment of board members would not render the activity<br />
of the supervisory board more efficient.<br />
DCGK paragraphs 5.3.3 and 5.3.4<br />
The above-mentioned explanations concerning para. 5.1.2 of the code apply accordingly to the suggestions<br />
in paras. 5.3.3 and 5.3.4.<br />
DCGK paragraph 5.4.6<br />
The usefulness of the regulation suggested in para. 5.4.6, of appointing supervisory board members on<br />
different dates for different periods, is disputed. The company is of the opinion that the activity of the<br />
supervisory board becomes more efficient when the board operates for several years with the same<br />
members. The members of the supervisory board of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> are therefore elected each time<br />
simultaneously and for the same period.<br />
DCGK paragraph 5.4.7<br />
The performance-related compensation of the supervisory board does not include any elements that relate<br />
to the company‟s long-term success. Instead it is essentially based on the results of the company‟s ordinary<br />
business activities, which are outlined in the consolidated accounts drawn up by the company according to<br />
IAS/IFRS (International Financial <strong>Report</strong>ing Standards).<br />
DCGK paragraph 6.8<br />
Since most of the company‟s shareholders are from German-speaking countries, publications are currently<br />
issued only in German.<br />
Shareholders and general meeting<br />
The shareholders of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> acknowledge their rights at the general meeting and exercise their<br />
voting rights in this context. Each share grants one vote. There are no shares with cumulative voting,<br />
preferential voting or maximum voting rights.<br />
The company‟s board of directors presents the annual accounts and the consolidated accounts at the<br />
general meeting. The meeting decides upon the use of profits and the discharging of the board of directors<br />
and the supervisory board, and generally appoints the auditor.<br />
The general meeting also determines the company articles and aim of the company, amendments to the<br />
company articles and essential corporate measures such as the issuance of new shares and convertible and<br />
option bonds, and the authorisation for the company to acquire its own shares.<br />
All the shareholders are authorised to take part in the general meeting, to express their opinions on the<br />
items on the agenda and raise questions and proposals concerning the issues in hand.<br />
13
Cooperation between the board of directors and the supervisory board<br />
The board of directors and the supervisory board of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> work in close cooperation for the<br />
good of the company. The board of directors determines the strategic direction of the firm together with the<br />
supervisory board and discusses with it the status of strategic implementation at regular intervals.<br />
The board of directors informs the supervisory board on a regular basis in a comprehensive, timely manner<br />
of all relevant planning and business development matters etc. relating to the firm.<br />
Board of directors<br />
The board of directors of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> manages the firm under its own responsibility. It is committed<br />
to the interests of the firm and the enhancement of its long-term value. It ensures compliance with the legal<br />
provisions, works towards their being respected by the companies in the group and provides for appropriate<br />
risk management and risk control within the firm.<br />
No changes were made to the personal composition of the board of directors during the financial year <strong>2007</strong>.<br />
In its meeting of 27 June 2006, the company‟s supervisory board extended, ahead of time, the terms of<br />
office of the board of directors‟ members Andreas Beyer and Erich Pfaffenberger by a further five years.<br />
There were no conflicting interests between board of directors‟ members during the financial year <strong>2007</strong><br />
within the meaning of para. 4.3 of the DCGK.<br />
Supervisory board<br />
The supervisory board of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> advises and supervises the board of directors in the<br />
management of the firm and is directly involved in decisions that are of particular significance for the<br />
company. It evaluates the efficiency of the board of directors‟ operation once a year. The results of this<br />
evaluation form the basis for the continued improvement of this body‟s work.<br />
The composition of the supervisory board of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> remained unchanged during the financial<br />
year <strong>2007</strong>. The board of directors and the supervisory board were informed of potential conflicting interests<br />
of members of the supervisory board (within the meaning of para. 5.5 of the DCGK) during the financial year<br />
<strong>2007</strong>.<br />
14
Corporate Governance in <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
The compensation granted to supervisory board members is specified in § 11 paras. 4 and 5 of the company<br />
articles and in the financial year <strong>2007</strong>was distributed between the individual members as follows:<br />
Supervisory board member<br />
Fixed<br />
compensation<br />
(in EUR)<br />
Performance-based<br />
compensation (in<br />
EUR)<br />
Total<br />
(in EUR)<br />
Matthias Girnth, Chairman 6,500 4,000 10,500<br />
Olaf Posten, Deputy Chairman 5,000 4,000 9,000<br />
Dr. Alfred Krammer 5,000 4,000 9,000<br />
Total 16,500 12,000 28,500<br />
The members of the supervisory board did not receive any compensation or other advantages for any<br />
personal services during the financial year <strong>2007</strong>.<br />
Accounting and auditing<br />
The consolidated accounts were drawn up according to the International Financial <strong>Report</strong>ing Standards<br />
(IFRS) of the International Accounting Standards Board (IASB) applicable in the European Union. The IFRS<br />
also include the still valid International Accounting Standards (IAS) and the interpretations of the<br />
International Financial <strong>Report</strong>ing Interpretations Committee (IFRIC) – former Standing Interpretations<br />
Committee (SIC). The individual financial statements of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> are drawn up according to the<br />
specifications of the German Commercial Code.<br />
Individual and consolidated accounts are drawn up by the company‟s board of directors, verified by the<br />
supervisory board and the auditor appointed by the general meeting, and subsequently confirmed and<br />
approved by the supervisory board.<br />
Transparency<br />
Transparency is an essential requirement for the operation and efficiency of a capital market from the point<br />
of view of the board of directors and supervisory board of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>. All the recommendations<br />
given in para. 6 of DCGK (“Transparency“) were therefore complied with during the past financial year.<br />
During the financial year <strong>2007</strong>, <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> published on its website under the heading Investor<br />
Relations the following information on directors‟ dealings (ISIN DE0007608309):<br />
15
Corporate Governance in <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
Details on individuals<br />
subject to disclosure<br />
requirements (full<br />
name or firm)<br />
16<br />
Basi<br />
s*<br />
Details on business subject to disclosure requirements<br />
Buy /<br />
sell Date Place**<br />
Price<br />
(in<br />
EUR) Q.ty<br />
Business<br />
volume<br />
(in EUR)<br />
Erich Pfaffenberger 1 Buy 02/08/<strong>2007</strong> FWB 4.50 1,000 4,500.00<br />
Erich Pfaffenberger 1 Buy 03/08/<strong>2007</strong> FWB 4.58 1,000 4,580.00<br />
Erich Pfaffenberger 1 Buy 16/08/<strong>2007</strong> FWB 4.50 3,500 15,750.00<br />
Erich Pfaffenberger 1 Buy 16/08/<strong>2007</strong> FWB 4.49 1,000 4,490.00<br />
RBG*** 3 Buy 16/08/<strong>2007</strong> XTR 4.50 500 2,250.00<br />
RBG*** 3 Buy 16/08/<strong>2007</strong> FWB 4.56 1,000 4,560.00<br />
Ercih Pfaffenberger 1 Buy 17/08/<strong>2007</strong> FWB 4.471 2,100 9,275.70<br />
RBG*** 3 Buy 17/08/<strong>2007</strong> XTR 4.335 2,000 8,670.00<br />
RBG*** 3 Buy 20/08/<strong>2007</strong> XTR 4.38 1,000 4,380.00<br />
RBG*** 3 Buy 24/08/<strong>2007</strong> XTR 4.40 1,747 7,686.80<br />
BrunellCo GmbH 3 Buy 28/08/<strong>2007</strong> XTR 4.34 3,332 14,475.24<br />
RBG*** 3 Buy 29/08/<strong>2007</strong> XTR 4.215 2,000 8,430.00<br />
RBG*** 3 Buy 29/08/<strong>2007</strong> FWB 4.28 1,000 4,280.00<br />
Abano Capital GmbH 3 Sell 16/11/<strong>2007</strong> OM 6.25 545,750 2,865,187.50<br />
BrunellCo GmbH 3 Sell 16/11/<strong>2007</strong> OM 6.25 470,882 2,943,012.50<br />
Andreas Beyer 1 Sell 16/11/<strong>2007</strong> OM 6.25 865,150 5,407,187.50<br />
Erich Pfaffenberger 1 Sell 16/11/<strong>2007</strong> OM 6.25 320,475 2,002,968.75<br />
RBG*** 3 Sell 16/11/<strong>2007</strong> OM 6.25 721,447 4,509,043.75<br />
* Key:<br />
1: Person with management duties: member of management body<br />
2: Person with management duties: member of administrative or supervisory body<br />
3: Legal person, company or establishment in close contact with a person with management duties<br />
(function: member of management body)<br />
** Key: FWB: Frankfurt; XTR: XETRA; OM: off market<br />
*** RBG Rosental Beteiligungsgesellschaft mbH<br />
On 31 December <strong>2007</strong>, 2,923,704 shares in the company were held directly or indirectly by the<br />
families of the two boards of directors, and 103,120, by the supervisory board.<br />
Munich, 27 May <strong>2007</strong><br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
The board of directors The supervisory board
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
Financial year <strong>2007</strong><br />
The global stock markets presented a mixed<br />
picture in <strong>2007</strong>. The predominantly positive mood<br />
in world markets changed halfway through the<br />
year, as the US mortgage crisis began to unfold.<br />
Only the emerging-market stock exchanges have<br />
been able to avoid this trend so far.<br />
In Germany, the DAX impressed once again with<br />
a strong performance. With an annual gain of<br />
22%, the Blue Chip Index finished the fifth year in<br />
a row with an imposing price increase. In <strong>2007</strong><br />
the MDAX recorded a record level at just under<br />
11,500 points, losing the gains from July onwards,<br />
however, to post a year-on-year increase of only<br />
4.9%, compared to +28.6% in the previous year.<br />
The SDAX was affected even more strongly, and,<br />
after price increases during the year, actually<br />
closed the year with a loss of –6.8%. While in the<br />
second half of <strong>2007</strong> the DAX survived the<br />
turbulence in the financial markets unscathed with<br />
a performance of 1%, the MDAX (-11%) and the<br />
SDAX (-20%) experienced considerable selling<br />
pressure. The US mortgage crisis particularly<br />
affected financial bodies such as banks and<br />
investment companies. Ultimately the whole stock<br />
market suffered, however.<br />
As can be seen from the indexes‟ development,<br />
investments were concentrated in DAX stocks.<br />
Correspondingly, the hole in the large caps‟<br />
performance compared to the second-line stocks<br />
did not close, but widened even further. Investors<br />
continued to concentrate on the highly capitalised<br />
stocks that guarantee a problem-free liquidity.<br />
The already low liquidity of second-line stocks was<br />
further reduced by this investor behaviour. This<br />
development was inversely reflected in the Entry<br />
Standard Index, which yielded a disappointing –<br />
22.7% over the course of the year.<br />
The <strong>2007</strong> issue market<br />
According to a study from Ernst & Young, the<br />
volume of worldwide IPOs reached a new record<br />
value in <strong>2007</strong>, with the amount raised by new<br />
issues equal to USD 255bn The biggest IPOs<br />
came from the emerging markets of Russia and<br />
China, which also had the largest numbers of<br />
IPOs.<br />
In Germany a somewhat differentiated view of<br />
the situation needs to be taken, however. AT EUR<br />
7.5bn, the total volume of new issues (public<br />
offers with securities prospectus in the regulated<br />
market and the open market of the Frankfurt<br />
Stock Exchange, without private placements) is<br />
slightly under the previous year‟s level (EUR<br />
7.6bn). But the number of IPOs dropped from 76<br />
to only 49. More than half the issue volume came<br />
from the three largest IPOs (Tognum <strong>AG</strong>,<br />
Hamburger Hafen und Logistik <strong>AG</strong>, and<br />
Gerresheimer <strong>AG</strong>). Tognum <strong>AG</strong>‟s IPO, with an<br />
issue volume of EUR 2.01 bn, was also the largest<br />
since the year 2000.<br />
Larger issue volumes found buyers more easily<br />
than smaller issues. As early as March of last<br />
year, the financial newspaper Börsen-Zeitung<br />
wrote (BZ 8 March <strong>2007</strong>, p17) that smaller issues<br />
were more difficult to place. Similarly to the<br />
secondary market, positive stimuli for the primary<br />
market largely failed to appear. In the context of<br />
the weakness of the property stocks, no real REIT<br />
IPOs made an appearance.<br />
In the second half of <strong>2007</strong>, the uncertainty in the<br />
financial markets caused the influx of new firms to<br />
stall. As a result of the drop in share prices and<br />
the increased risk aversion of the investors, there<br />
was clearly only a limited willingness on the part<br />
of the capital market to make new capital<br />
available to stock-market newcomers.<br />
Nonetheless, there was no lack of offerings, since<br />
numerous companies aspired to enter the stock<br />
market. In the second half of the year the number<br />
17
of cancelled IPOs accumulated, as placements<br />
failed due to lack of demand. As an alternative, a<br />
simple listing without capital increase was<br />
increasingly chosen.<br />
However, there was an increase in the absolute<br />
number of stock-market newcomers. This can be<br />
attributed to the unbroken boom of the Open<br />
Market (the Frankfurt Stock Exchange‟s<br />
Freiverkehr). On the Regulated Market of the<br />
Frankfurt Stock Exchange, which since<br />
1 November <strong>2007</strong> has incorporated both the<br />
official and the regulated market, there have been<br />
27 new entrants in the past year (previous year:<br />
38), of which three were listings without capital<br />
increase (figures do not include transfers from the<br />
Open Market or other German stock exchanges).<br />
With 182 (146) new entrants in the Open Market<br />
(incl. Entry Standard), the latter‟s rapid<br />
development continues. The previous year‟s<br />
trend, which saw the Open Market as the<br />
preferred listing segment, particularly for small<br />
and micro caps, was reaffirmed in <strong>2007</strong>.<br />
We have been expecting and broadcasting this<br />
development for years, and have taken a<br />
corresponding strategic position. As a<br />
consequence, in the annual survey of Going Public<br />
Magazine, we were correct in our estimation of<br />
the number of Open Market listings for the second<br />
time (see issue 01/2008).<br />
The Entry Standard as a quality segment of the<br />
Open Market recorded an increase of 34<br />
companies in the reporting period (figures do not<br />
include transfers from the Open Market).<br />
Altogether, by year‟s end, there were already 112<br />
companies listed on it. The Entry Standard, which<br />
was only created in October 2005, is the classic<br />
entry segment for medium-sized enterprises. The<br />
firms listed there have already gathered over<br />
EUR 800m in new IPOs. In <strong>2007</strong>, the issue<br />
volume for public offers (without private<br />
placements) was EUR 277m, which in the context<br />
of the development of the secondary market is<br />
18<br />
quite respectable. The increased significance of<br />
the Entry Standard can also be seen from the fact<br />
that issues with a volume of over EUR 25m have<br />
been placed on it. The largest placement was of<br />
EUR 73m.<br />
The picture for rights issues was as follows. The<br />
domestic issuers listed on German stock markets<br />
(including the Open Market) made 90 rights<br />
issues (previous year: 84; source:<br />
eBundesanzeiger). As in the previous year, it was<br />
mainly small and medium-sized enterprises that<br />
issued new shares. Among these, only the Merck<br />
KGaA was a DAX company. These corporate<br />
actions were underwritten by 29 (25) banks.<br />
In <strong>2007</strong>, listed companies (domestic issuers,<br />
including the Open Market) made a total of 16<br />
(previous year: 13) rights offers for the issue of<br />
convertibles – underwritten by nine banks.<br />
On the Frankfurt Stock Exchange, a total of 233<br />
(previous year: 246) admission procedures (cashequity<br />
and real-capital increases as well as<br />
admissions of conditional capital). These<br />
procedures were underwritten by 42 (39) banks.<br />
Altogether the <strong>2007</strong> primary market lagged a little<br />
behind expectations. The issue volumes are lower<br />
than the previous year‟s values. The Entry<br />
Standard and with it the whole Open Market have<br />
gained further significance. <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
made its mark on the market both with IPOs and<br />
follow-on offerings.<br />
Development of the <strong>VEM</strong> group<br />
The following companies in the <strong>VEM</strong> <strong>Aktienbank</strong><br />
<strong>AG</strong> were consolidated in the year under review:<br />
The financial services provider TradeCross<br />
<strong>AG</strong>;<br />
<strong>VEM</strong> Capital Management GmbH, which is
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
also a general partner of Fonterelli GmbH &<br />
Co. KGaA;<br />
Janosch film & medien <strong>AG</strong> and its 85% and its<br />
85% holding in Papa Löwe Filmproduktion<br />
GmbH;<br />
The land development company “Am<br />
Schönberg“ GmbH.<br />
The tougher stock-market environment was<br />
reflected in the consolidated accounts. In addition<br />
to the suboptimal shape of the stock markets as<br />
described at the beginning, the intensified<br />
competitive environment also contributed to this.<br />
Our aim was to manage a large number of issues<br />
and also to increase the issue volumes per<br />
transaction. We were partially successful in this.<br />
The largest issue volume was EUR 31.4m. Delignit<br />
<strong>AG</strong>‟s IPO comprised a similar volume, although<br />
this had to be significantly adjusted downwards<br />
due to market conditions.<br />
In the past financial year, <strong>VEM</strong> <strong>Aktienbank</strong><br />
<strong>AG</strong> managed seven IPOs with securities<br />
prospectus, out of which six issuers chose the<br />
Entry Standard. Furthermore, in <strong>2007</strong>, <strong>VEM</strong><br />
managed a further eight Open Market listings.<br />
Our subsidiary TradeCross <strong>AG</strong> carried out three<br />
Open Market listings. This is evidence of our good<br />
market position with regard to small cap IPOs. In<br />
the Regulated Market of the Frankfurt Stock<br />
Exchange, <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> successfully<br />
conducted a total of twenty stock-exchange<br />
admission procedures.<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> is still the most active bank<br />
in Germany in the support of listed companies<br />
based on the number of transactions: <strong>VEM</strong><br />
managed 14 rights offers for new shares and five<br />
for convertible bonds. In the area of listings, <strong>VEM</strong><br />
conducted twenty procedures last year. Our<br />
market shares are as follows: rights offers for<br />
shares 18.4%, rights offers for convertible bonds<br />
31%, listings at the Frankfurt Stock Exchange<br />
8.6%.<br />
On 31 December <strong>2007</strong> <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> was<br />
acting as a Deutsche Börse Listing Partner for 15<br />
(11) Entry Standard firms. This function is<br />
outlined in the Entry Standard statutes and<br />
includes the continuous support of issuers.<br />
In <strong>2007</strong> we were also mandated to handle the<br />
banking services for two take-over bids.<br />
We were able to maintain our position as a<br />
Designated Sponsor in the electronic trading<br />
system Xetra©. At the end of <strong>2007</strong> we were<br />
managing 55 (59) securities* in Designated<br />
Sponsoring, including our own shares. Deutsche<br />
Börse once again gave our activity as Designated<br />
Sponsor the highest rating (AA) for the financial<br />
year as a whole. Compared with the total number<br />
of securities managed, our company recorded a<br />
market share of approximately 6.4% (7%). 44<br />
(46) banks were involved in this field of business<br />
at the end of <strong>2007</strong>.<br />
We see Designated Sponsoring as a<br />
complementary service for our customers in the<br />
context of being public. As a reaction to the<br />
development of the secondary market, we have<br />
no longer been following a strong expansion<br />
strategy in this area of operations for several<br />
months. That is due on the one hand to the<br />
inherent price risks in this business and on the<br />
other to the pressure on margins from new<br />
competitors. We would like to continue to achieve<br />
adequate and risk-appropriate revenues.<br />
Despite the weakness in second-line stocks in<br />
Germany, we achieved a positive trading result in<br />
<strong>2007</strong>. After suffering a trading loss in the second<br />
half of 2006, in <strong>2007</strong> we achieved relatively<br />
constant positive contributions to operating<br />
income practically throughout the entire year.<br />
In the <strong>2007</strong> financial year, TradeCross <strong>AG</strong><br />
mainly assisted domestic and foreign companies<br />
whose shares were listed on the Open Market<br />
without securities prospectuses. TradeCross <strong>AG</strong><br />
was sold on 31 March 2008. The separation from<br />
19
our subsidiary was accompanied by the<br />
abandonment of our two-brand strategy in the<br />
issues business.<br />
Fonterelli GmbH & Co. KGaA was newly<br />
established in the year under review. Fonterelli<br />
GmbH & Co. KGaA acts as a classic private-equity<br />
investment company and plans investments in<br />
medium-sized enterprises. The work of putting<br />
together portfolios is undertaken by <strong>VEM</strong><br />
<strong>Aktienbank</strong> <strong>AG</strong>.<br />
* Source: DS statistics of Deutsche Börse <strong>AG</strong>, 4 th<br />
quarter of <strong>2007</strong><br />
The newly established <strong>VEM</strong> Capital<br />
Management GmbH acts as a general partner<br />
of Fonterelli GmbH & Co KGaA (Fonterelli), in<br />
which <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> had a 100% holding on<br />
the accounting date. Fonterelli is of strategic<br />
importance to <strong>VEM</strong>, as through it we can build up<br />
a pipeline to potential stock-market candidates.<br />
With Fonterelli, the <strong>VEM</strong> group can make<br />
increased use of opportunities in the co-insurance<br />
business that were previously not available.<br />
In November a public offering of Fonterelli shares<br />
was made. In the course of the capital increase,<br />
our share, with registration in the companies‟<br />
register, sank to 49% on 3 January 2008. The<br />
remaining shares are owned by diverse<br />
shareholders. The company has been listed on the<br />
Open Market of the Frankfurt Stock Exchange<br />
since 7 January 2008.<br />
Fonterelli has so far entered into two<br />
participations. In one, 50% of PowerLED GmbH<br />
shares were acquired to finance a management<br />
buy-in. This company in turn has a 15% holding<br />
in Licht und Optik Beteiligungsgesellschaft mbH<br />
(L&O). L&O is active throughout the world in<br />
selling specialised lamps and LED lighting<br />
applications. With 18,000 customers in 80<br />
countries, L&O achieved (2006) a turnover of<br />
roughly EUR 17m.<br />
20<br />
In the other, Fonterelli participated in the pre-IPO<br />
financing round of Classic Dream Properties Ltd.<br />
This company is a Chinese real estate developer<br />
who in its last financial year (ending 30 June<br />
<strong>2007</strong>) achieved a profit for the year of roughly<br />
EUR 5m and shows further interesting growth<br />
prospects. Classic Dream Properties Ltd‟s shares<br />
have been listed on the Open Market of the<br />
Frankfurt Stock Exchange since 12 November<br />
<strong>2007</strong>.<br />
In <strong>2007</strong>, as expected, Fonterelli made a loss due<br />
to the company‟s creation.<br />
The Janosch group possesses proprietary claims<br />
to proceeds and partial rights of use of the entire<br />
works of the painter, graphic artist and author<br />
“Janosch” and manages the comprehensive usage<br />
of a large part of his entire works. “Janosch” is<br />
one of the best-known authors of children‟s books<br />
in Germany and has received numerous<br />
international awards for the approximately 300<br />
children‟s books he has produced. The usage<br />
covers the fields of licensing, claims to proceeds<br />
and film production. The company receives a<br />
significant cash inflow from these rights and,<br />
thanks to the high level of popularity of the artist<br />
and his work, enjoys a unique market position.<br />
Papa Löwe Filmproduktion GmbH, in which<br />
Janosch has an 85% holding, produces films and<br />
TV series based on the Janosch characters.<br />
On 5 December <strong>2007</strong>, the shares of Janosch film<br />
& medien <strong>AG</strong> were launched on the Open Market<br />
of the Frankfurt Stock Exchange. By doing so, the<br />
company created a fungibility for the over 800<br />
free shareholders who have a holding of approx.<br />
27% in Janosch film & medien <strong>AG</strong>. The<br />
operational focuses of the past year were<br />
increased sales activity and preparations for the<br />
“Tigerente” jubilee year 2008. The Tigerente<br />
(“tiger duck”) celebrates its 30 th birthday in 2008.<br />
The celebrations will be accompanied by<br />
numerous activities. The birthday year was
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
ushered in before Christmas with a special edition<br />
of the “Tigerente classics” by Beltz Verlag.<br />
Janosch film & medien <strong>AG</strong> realises revenues<br />
principally from proprietary claims to proceeds<br />
from merchandising, book sales and other assets,<br />
with merchandising contributing more than 80%<br />
to total turnover. Janosch film & medien <strong>AG</strong> has<br />
once again reported an annual net profit for the<br />
financial year <strong>2007</strong>, after a profit was made in<br />
2006 for the first time in the firm‟s history. The<br />
company is still pursuing a systematic economy<br />
drive.<br />
For the current year, Janosch film & medien <strong>AG</strong>‟s<br />
board of directors is once again expecting a<br />
positive annual result.<br />
In the course of the company‟s public offering,<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> reduced its share in<br />
Janosch film &<br />
medien <strong>AG</strong> marginally from 75% to 73%. For the<br />
<strong>VEM</strong> group, Janosch film & medien <strong>AG</strong> is a<br />
financial investment without any strategic<br />
background.<br />
The land development company “Am Schönberg“<br />
GmbH is also a non-strategic investment. On 28<br />
March <strong>2007</strong> (initial consolidation date), <strong>VEM</strong><br />
<strong>Aktienbank</strong> <strong>AG</strong> acquired 94% of the land<br />
development company “Am Schönberg“ GmbH in<br />
Augsburg, as well as claims against this company<br />
amounting to EUR 1,877k. The purchase price<br />
was made up of the transfer of a partial<br />
debenture with a fair value of EUR 1,611k and a<br />
payment of EUR 3k. Incidental acquisition costs<br />
were incurred of EUR 9k. After evaluating the<br />
assets and liabilities as well as the inclusion of<br />
deferred tax assets due to existing reclaimable<br />
tax-loss carry-forward, the result was a positive<br />
difference amounting to EUR 86k, which was<br />
booked as a goodwill asset in the consolidated<br />
accounts. The company carries out the<br />
preparation, development and commercialisation<br />
of land in the municipality of Wenzenbach. The<br />
consolidation of funds was carried out according<br />
to the purchase method.<br />
In the year under review, the <strong>VEM</strong> group‟s profit<br />
and loss statement was burdened with an<br />
extraordinary expense: the Compensatory Fund of<br />
Securities Trading Companies (EdW), of which<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> is bound by law to be a<br />
member, levied an initial special payment in<br />
connection with the collapse of Phoenix<br />
Kapitaldienst GmbH. We have filed an objection to<br />
this compulsory measure together with an<br />
application for the suspension of its collection.<br />
Profit situation<br />
The <strong>VEM</strong> group receives most of its income from<br />
commission proceeds and security trading. To this<br />
is added, through the Janosch group, other<br />
operating income from proprietary claims for<br />
proceeds, licences and film production.<br />
Commissions include remuneration for investment<br />
activities, organisation and coordination of<br />
investments, initial public offerings and the<br />
assumption of placement guarantees as well as<br />
investors‟ stock commissions. This item also<br />
comprises issuer remuneration for Designated<br />
Sponsoring and support services as a Deutsche<br />
Börse Listing Partner.<br />
As a result of the reduced investment activity,<br />
commission earnings fell by 55% from EUR<br />
18,355k to EUR 8,189k. Due to the reduced<br />
involvement of selling agents, however,<br />
commission paid decreased disproportionately by<br />
80% from EUR 7,653k to EUR 1,553k.<br />
The security trade was marked by a lengthy<br />
consolidation phase of the majority of securities<br />
managed in the Designated Sponsoring.<br />
Nevertheless, the result is satisfactory. The net<br />
21
yield from financial transactions stands at EUR<br />
1,531k against EUR 2,847k in the previous year.<br />
The balance of other operating income and<br />
expenditure dropped from EUR 5,577k in the<br />
previous year to EUR 1,327k. This drop stems<br />
from reduced income from proprietary claims for<br />
proceeds, licences and film production. The<br />
special payment to the Compensatory Fund of<br />
Securities Trading Companies (EdW), amounting<br />
to EUR 698k, is also included.<br />
It was possible to increase interest income from<br />
EUR 688k the previous year to EUR 961k (+40%).<br />
This stems essentially from the banking business.<br />
At EUR 324k, interest expenditure is a little less<br />
than the previous year (EUR 365k). The net<br />
interest income therefore increased by 87%<br />
compared to the previous year (EUR 344k) to EUR<br />
642k. The total operating income (including<br />
interest income, commissions income, trading<br />
result and the balance of other operating income<br />
and expenses) comes to a total of EUR 10,136k, a<br />
drop of 52% compared with the previous year<br />
(EUR 19,470k).<br />
Personnel costs decreased by 9% to EUR 3,823k,<br />
against EUR 4,204k.<br />
At EUR 2,183k, other administrative expenditure<br />
was 10% less than the previous year (EUR<br />
2,414k).<br />
Write-offs and allowances for intangible and<br />
tangible assets account for EUR 417k of the<br />
intangible assets.<br />
The result of ordinary business activities<br />
decreased by 56% from EUR 9,244k to EUR<br />
4,022k, and is particularly connected with the<br />
reduced investment activity.<br />
The income tax charge decreased in proportion to<br />
the result of ordinary business activities. The<br />
22<br />
annual surplus based on third-party shares<br />
decreased from EUR 6,057k to EUR 2,249k (-<br />
63%). The Janosch group has contributed a total<br />
of EUR 135k to this result.<br />
To conclude, it can be said that the decrease in<br />
results during the year under review is principally<br />
caused by a conspicuously lower commissions and<br />
trading result, and that this reflects the difficult<br />
market conditions.<br />
Financial and assets position<br />
At EUR 68,861k, the <strong>VEM</strong> consolidated accounts<br />
total has decreased by 2% compared with the<br />
previous year‟s EUR 70,388k. This decrease is<br />
principally connected with the relatively large<br />
volume of public offerings that were not yet<br />
completely transacted in the previous year.<br />
<strong>VEM</strong> refinances itself almost exclusively with<br />
equity. Short-term collateral loans are used to<br />
finance day-to-day business and overdrafts are<br />
used if necessary; there are no long-term<br />
liabilities with credit institutions.<br />
Liquidity on the accounting date was EUR<br />
14,654k.<br />
The reported long-term liabilities with credit<br />
institutions relate to a loan financing of the<br />
Janosch group. To secure the interest rate risks, a<br />
contract was concluded for an interest-rate<br />
hedging instrument with a term of 30 April 2009.<br />
In April 2008, under the terms of the contract, an<br />
extraordinary redemption payment of the bank<br />
loan was due, payable by Janosch film & medien<br />
<strong>AG</strong>. There was not enough liquidity available for<br />
this payment; against this background, a<br />
refinancing was carried out by means of a<br />
convertible bond, the success of whose placement<br />
was in part guaranteed by <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>.
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
The group equity on the balance sheet amounted<br />
to EUR 35,906k on the accounting date (previous<br />
year: EUR 32,136k). It has essentially increased<br />
by the annual surplus of EUR 2,249k. On the<br />
accounting date the subscribed capital amounted<br />
to EUR 9,675k with capital reserves of EUR<br />
3,822k, retained earnings of EUR 15,995k and a<br />
consolidated profit of EUR 3,308k. The land<br />
development company “Am Schönberg“ GmbH<br />
reported negative equity, balanced out, however,<br />
by sufficient hidden reserves in the real estate.<br />
With the transfer of the entire balance sheet profit<br />
to retained earnings, the capital resources of <strong>VEM</strong><br />
<strong>Aktienbank</strong> <strong>AG</strong> according to § 10 of the German<br />
Banking Act KWG amounted to EUR 29,277k on<br />
the accounting date and the reportable equity<br />
rate (ratio between liable equity and weighted risk<br />
assets) amounted to 146%. The group‟s equity<br />
ratio on the balance sheet was equal to 51%.<br />
At the time of drawing up the financial report, the<br />
overall the assets, liabilities, financial position and<br />
profit or loss position is satisfactory given the<br />
background of continuing difficult market<br />
conditions.<br />
Holdings<br />
EquityStory <strong>AG</strong>, in which <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
has a 9% holding, offers comprehensive onlineinvestor-relations<br />
services in the German-speaking<br />
countries and provides extensive services to over<br />
1,000 listed companies both at home and abroad<br />
in the fields of disclosure requirements, financial<br />
portals, audio and video presentations of investor<br />
events, online financial reports and outsourced<br />
websites.<br />
The area of disclosure requirements is dealt with<br />
by the subsidiary Deutsche Gesellschaft für Adhoc<br />
Publizität mbH (DGAP). DGAP is an institution<br />
involved in the organisation of statutory disclosure<br />
obligations for listed companies and has been a<br />
market leader since its establishment in 1996. The<br />
main services it offers are ad-hoc reports and<br />
directors‟ dealings notifications, as well as the<br />
circulation of Corporate News and press releases.<br />
The increasing regulation of the financial markets<br />
fosters EquityStory <strong>AG</strong>‟s business. In addition, the<br />
company made some selected acquisitions in<br />
<strong>2007</strong>. EquityStory <strong>AG</strong> took over financial.de <strong>AG</strong> in<br />
its entirety and incorporated its activities. Both<br />
companies are active in the area of online<br />
investor relations, resulting in synergies.<br />
Furthermore the company has bought a 25%<br />
holding in ARIVA.DE <strong>AG</strong>, which runs the Internet<br />
portal ariva.de. This allowed it to enter the<br />
lucrative Internet advertising market.<br />
EquityStory <strong>AG</strong>‟s shares developed very<br />
satisfactorily in <strong>2007</strong>. With a price performance of<br />
61.7%, EquityStory shares performed significantly<br />
better than second-line stocks. Correspondingly,<br />
our investment has increased in value<br />
significantly.<br />
In September <strong>2007</strong> <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> sold its<br />
25% share in financial.de <strong>AG</strong>. The holding was<br />
not yet classified as an asset held for sale in the<br />
year-end accounts on 31 December 2006. The<br />
board of directors only decided to sell during the<br />
course of the <strong>2007</strong> financial year. The sale took<br />
place in September <strong>2007</strong> initially against the<br />
payment of a purchase price of EUR 742.5k. The<br />
purchase price can be adjusted to the still-to-be<br />
determined taxable income at the time of sale.<br />
<strong>VEM</strong> derived a considerable return on the<br />
transaction.<br />
London branch<br />
Our London branch was active in the organisation<br />
of roadshows, which were carried out in support<br />
of corporate actions. As a result of market<br />
conditions, the investment business did not go<br />
satisfactorily. In the <strong>2007</strong> financial year, two<br />
23
people were employed locally, and their<br />
employment relationship terminated on 27<br />
December <strong>2007</strong>. In future, business in London will<br />
be carried out directly by competent personnel<br />
from the Munich office.<br />
Staff<br />
Staff numbers including the board of directors<br />
decreased from 48 on 31 December 2006 to 46<br />
on the accounting date.<br />
We ensure that our bank service has the<br />
businesslike, organisational framework it requires.<br />
Thanks to our qualified, motivated employees, we<br />
are able to complete orders within the deadlines,<br />
and with a high level of quality.<br />
When we select our staff, we place emphasis on<br />
highly trained, qualified staff. Skills and efficiency<br />
are increased by targeted training measures.<br />
Our staff policy focuses on the motivation of<br />
employees and their long-term connection with<br />
the firm. The availability and involvement of our<br />
employees earns them particular recognition.<br />
24<br />
Risk report<br />
The bank takes financial risks, without which<br />
successful business would not be possible, in a<br />
conscious, controlled manner in the context of its<br />
business activity. In order to manage these risks,<br />
the bank has introduced a risk monitoring and risk<br />
management system that complies with the<br />
requirements of the federal office for financial<br />
service supervision and the German Stock<br />
Corporation Act.<br />
Risk monitoring and management is an essential<br />
part of our business process and aims to<br />
recognise risks at an early stage and deal with<br />
existing risks in an appropriate manner.<br />
In this, in addition to their functional separation,<br />
the Controlling, <strong>Report</strong>ing and Legal departments<br />
represent essential elements in the company‟s<br />
organisational structure. The controls integrated<br />
into the workflow management (particularly the<br />
“second set of eyes” principle) and on-going<br />
reporting help to identify the development of<br />
individual risk positions and implement<br />
appropriate measures in good time.<br />
Comprehensive risk-related behavioural provisions<br />
within the framework of work cycles limit potential<br />
risks to a justifiable level.<br />
All business processes liable to a special risk are<br />
audited at least once a year by the internal audit.<br />
The internal audit is outsourced and carried out<br />
by a well-known auditing firm, which reports<br />
directly to the board of directors, is not bound by<br />
instructions and can carry out its tasks<br />
independently from the operational business. The<br />
basis for the internal audit activity is a three-year<br />
revolving audit plan, which covers all the bank‟s<br />
main business processes. The requirements of the<br />
federal office for financial service supervision are<br />
fulfilled with regard to the structure of the internal<br />
audit.<br />
The bank‟s internal risk management serves both
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
to calculate the risk and to control the risk return.<br />
The allocation of the risk capital is carried out<br />
following a prior, detailed risk analysis – which<br />
provides an indication of the required risk capital<br />
for individual risks – and taking into account the<br />
different risk contexts and the bank strategy.<br />
Specific limits are determined following the<br />
allocation of capital to the individual risk<br />
categories. The fact that individual limits must be<br />
readily operational on the one hand and<br />
compatible with the overall limit on the other<br />
hand has to be taken into account in this context.<br />
The risk capital (limit) calculated according to<br />
these requirements limits the risks of the<br />
individual sectors. The accumulation of the risk<br />
capital associated with the individual sectors<br />
represents the admissible overall risk capital of<br />
the bank and must not be exceeded.<br />
All measures involved in the limitation of risks are<br />
implemented in the context of an economically<br />
viable ratio that takes into account the size of the<br />
institute and the particular business model in an<br />
appropriate manner, with an emphasis on<br />
managing corporate actions. Allowance must also<br />
be made for the fact that the board of directors is<br />
directly involved in all major procedures due to<br />
the size of the bank.<br />
All the elements in the risk management process<br />
are adapted to any changing conditions in real<br />
time.<br />
Within the framework of the regular risk analysis,<br />
the bank has determined and, as far as possible,<br />
quantified all existing risks. The risks have been<br />
divided into the following main risk categories:<br />
Market price risks<br />
Counterparty risks<br />
Liquidity risks<br />
Operational risks<br />
Other risks<br />
This distribution guarantees consistency with the<br />
Basel Accord system. By including the “Other<br />
risks” item, it is also possible to include risks that<br />
are not covered by other categories, but which<br />
are significant for the institute, in an overall risk<br />
evaluation.<br />
All risks affecting the institute have been assessed<br />
with a balanced, not too exhaustive level of detail<br />
so that cause-based identification, analysis and<br />
control measures are possible, and with them an<br />
effective risk management.<br />
The basis for the allocation of risk capital is a<br />
prior evaluation of individual risks on the basis of<br />
the potential for loss and probability of<br />
occurrence. Below is a detailed evaluation of the<br />
individual risks with high damage potential. The<br />
risk analysis carried out for the year <strong>2007</strong><br />
produced the following capital allocation:<br />
Capital allocation to risk categories<br />
[clockwise from the top]<br />
10% Market price risks<br />
1% Liquidity risks<br />
62% Counterparty risks<br />
2% Operational risks<br />
2% Other risks<br />
23% Contingency<br />
The most significant risks within the abovementioned<br />
categories are described below<br />
together with possible reduction measures and<br />
supervision methods.<br />
25
Market price risks<br />
Market price risks include potential losses that<br />
may be incurred due to changes in prices in the<br />
financial markets for our items in the trading and<br />
investment book. Market price risks are made up<br />
of the categories of share price risks and interest<br />
rate amendment risks.<br />
In order to fully evaluate market price risks and<br />
the utilisation of the risk capital allocated for<br />
market price risks, listed investments are also<br />
included in the supervision and control<br />
(independently of the balance sheet approach<br />
which does not make the adjustment of the book<br />
value compulsory in the case of a temporary loss<br />
in value). Non-listed items in the investment<br />
book, for which neither a stock exchange<br />
quotation nor consolidation are carried out,<br />
represent a limited portion and are therefore only<br />
evaluated once a year.<br />
<strong>VEM</strong> did not conduct any trading transactions in<br />
precious metals or foreign currency during the<br />
reporting period. Additional risks, such as the<br />
foreign currency risk, are therefore monitored but<br />
are not included in the market price risks, as the<br />
items are less important.<br />
Market price risk management<br />
Market price risks are included and managed<br />
within the trading business segment. The risk<br />
controlling department monitors and reports on<br />
market price risk situations to the trading sector<br />
and the board of directors (trade and supervision)<br />
and informs the board of directors immediately<br />
about any major changes relating to risks.<br />
26<br />
Market price risk supervision<br />
The supervision of risk items in the trading and<br />
investment book is carried out by means of a<br />
unified, multi-layered limit system, which limits<br />
the loss potential stemming from market price<br />
risks. The risk limits are approved annually by the<br />
board of directors and must not be exceeded. If<br />
these limits are exceeded, management is<br />
immediately informed and their prompt reduction<br />
is monitored. Limit adjustments based on the<br />
specific situation of business policy for derived<br />
partial limits are possible and may only be applied<br />
according to the specified rules and within the<br />
defined limits. The market price risk-controlling<br />
department has immediate access to the portfolio<br />
maintenance system and thus monitors the risk<br />
situation intraday.<br />
The management is informed on a daily basis of<br />
the development of the market price risk, the<br />
application of limits and the trading results.<br />
The limits were not exceeded in any significant<br />
manner in <strong>2007</strong>.<br />
The management is informed of the results of the<br />
risk analysis and scenario considerations on a<br />
quarterly basis.<br />
Limitation of market price risks<br />
In order to limit risks to a level that is<br />
manageable for the institute, the following risk<br />
limiting options were implemented: as the risk<br />
limit, the bank‟s board of directors proposed a<br />
total-loss limit – based on the balance sheet<br />
equity and the business conducted during the<br />
financial year – that can be absorbed by the<br />
institute without further difficulties and without<br />
putting it in a risky situation. A portfolio value at<br />
which the defined loss limit would be totally<br />
exhausted is determined for all items at regular<br />
intervals on the basis of a market scenario. The<br />
portfolio value determined according to this<br />
method is used as an upper portfolio limit. On the
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
basis of the upper loss and portfolio limits, further<br />
limits were set in order to identify the causes of<br />
increasing market price risks in good time and be<br />
in a position to take appropriate action. Therefore<br />
the number of items per trader and upper volume<br />
and loss limits per individual security were limited,<br />
creating a framework within which each individual<br />
trader can determine his items at his own<br />
discretion.<br />
The limitation consists of ensuring that the dayto-day<br />
P&L (realised + non-realised) never<br />
exceeds the total loss limit. For the daily risk<br />
evaluation and control, <strong>VEM</strong> conducts a sensitivity<br />
analysis with the open trading portfolio including<br />
the most extreme market scenarios and thus<br />
determines hypothetical P&L values (non-realised)<br />
for different market fluctuations.<br />
The hypothetical P&L values are compared with<br />
the day-to-day-P&L and monitored. If the set<br />
thresholds are exceeded, the result of the trading<br />
day concerned is examined in more detail.<br />
The hypothetical P&L values from the sensitivity<br />
analysis also serve to determine the market<br />
fluctuations at which the absolute upper loss<br />
limits set by the board of directors would be<br />
reached.<br />
The suitability of the risk measurement method is<br />
checked on a regular basis.<br />
The risk capital allocated for market price risks<br />
amounts to 10% of the total allocated risk capital.<br />
Sensitivity analyses on the accounting date<br />
With regard to the market risk, a sensitivity<br />
analysis was carried out on the accounting date.<br />
The result for <strong>2007</strong>, as for the previous year, is<br />
constituted as follows:<br />
27
Sensitivity analysis<br />
31/12/<strong>2007</strong> Interest-rate change +/-1% Price change +/-5%<br />
P&L effect of interest-rate change P&L effect of price change<br />
+1% -1% +5% -5%<br />
In EUR „000 <strong>2007</strong> PY <strong>2007</strong> PY <strong>2007</strong> PY <strong>2007</strong> PY<br />
Debentures -64 -10 64 10 - - - -<br />
Interest-rate<br />
swaps<br />
6 7 -6 -7 - - - -<br />
Shares and<br />
funds<br />
- - - - 698 847 -698 -847<br />
In addition, the effects on the variation in the revaluation reserve and on equity were calculated and<br />
outlined in the following table:<br />
Sensitivity analysis<br />
31/12/<strong>2007</strong> Interest-rate change +/-1% Price change +/-5%<br />
28<br />
Variation in revaluation reserve/equity<br />
with interest-rate change<br />
Variation in revaluation reserve/equity<br />
with price change<br />
+1% -1% +5% -5%<br />
In EUR „000 <strong>2007</strong> PY <strong>2007</strong> PY <strong>2007</strong> PY <strong>2007</strong> PY<br />
Debentures -63 -8 63 8 - - - -<br />
Interest-rate<br />
swaps<br />
6 7 -6 -7 - - - -<br />
Shares and<br />
funds<br />
- - - - 629 803 -629 -803<br />
Counterparty risks<br />
A risk control and monitoring system appropriate<br />
to the size of the institute was established to<br />
determine counterparty risks. This system<br />
provides for the identification, evaluation, control,<br />
monitoring and communication of significant<br />
counterparty risks.<br />
As a securities trading bank focusing on the issues<br />
business, <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> does not offer<br />
credit in the traditional sense. All the same, some<br />
asset items on the balance sheet are comparable<br />
to credits and hold counterparty risks that<br />
therefore have to be determined and monitored.<br />
This relates essentially to the balance sheet item<br />
of Receivables from Credit Institutes, which<br />
includes cash accounts and fixed-term deposits<br />
with other banks and the item of Other Assets,<br />
which comprises delivery claims for shares or<br />
redemption claims from as yet unregistered<br />
capital increases.<br />
Counterparty risks with credit institutes<br />
Receivables from credit institutes mainly concern<br />
receivables from domestic credit institutes and are<br />
used for the settlement of payment transactions,<br />
capital market transactions and trading business.<br />
The non-domestic credit institutes concerned are<br />
well-known credit institutes that operate<br />
worldwide.<br />
The counterparty risk of credit institutes is<br />
generally categorised as low. Nonetheless, limits<br />
were set for all institutes with which <strong>VEM</strong> holds
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
accounts or invests fixed-term deposits or time<br />
deposits. These limits are monitored daily and<br />
verified for compliance. Specific protective<br />
measures have also been agreed upon with<br />
smaller individual institutes in order to minimise<br />
the credit risk. <strong>VEM</strong>‟s receivables from credit<br />
institutes are therefore distributed between<br />
several institutes so that the non-payment of one<br />
institute could be absorbed and the survival of<br />
<strong>VEM</strong> guaranteed.<br />
Compliance with limits is monitored to ensure that<br />
the limit applied for each individual institute is<br />
determined daily, and, if a level of 85% is<br />
reached, a notification is issued in order to<br />
respond to this high level and to take appropriate<br />
steps. If the limits are exceeded (utilisation ><br />
100%), management is immediately informed and<br />
their prompt reduction is monitored. The limits<br />
were not exceeded in any significant manner<br />
during the reporting period.<br />
Counterparty risks in issue management<br />
Other assets principally include delivery claims for<br />
shares or redemption claims from as yet<br />
unregistered capital increases and receivables<br />
from affiliated companies.<br />
The management and implementation of<br />
corporate actions constitutes the bank‟s core<br />
business. The item Other Assets therefore varies<br />
a great deal during the financial year according to<br />
the volume and number of corporate actions<br />
managed.<br />
The determination and monitoring of the<br />
counterparty risk from delivery claims for shares<br />
or redemption claims from as yet unregistered<br />
capital increases was implemented according to<br />
the specific conditions of the institute.<br />
Issue management is a different process with<br />
each issuer. It is always the board of directors,<br />
therefore, that decides upon the completion of an<br />
issue and the assumption of a counterparty risk<br />
(by transferring the capital increase amount to<br />
the issuer).<br />
The decision to complete an issue is reached after<br />
detailed auditing procedures concerning the<br />
documents of the firm planning the corporate<br />
action. <strong>VEM</strong> works, where necessary, with the<br />
support of external third parties in order to reduce<br />
the risks involved in issue management. If a<br />
prospectus is required for new shares listing, a<br />
suitable third party conducts a legal due diligence<br />
and if necessary a financial due diligence.<br />
The period between the transfer of the capital<br />
increase amount to the issuer and the entry of the<br />
corporate action in the trade register is at the<br />
centre of the counterparty risk during the<br />
management of an issue procedure, and it needs<br />
to be monitored and, as far as possible, reduced<br />
and controlled. Since issue management is <strong>VEM</strong>‟s<br />
core business, a large proportion of the risk<br />
capital (approx. 58%) was allocated for this<br />
purpose.<br />
The transfer of the capital increase amount to the<br />
issuer represents a considerable liquidity outflow<br />
which is initially only covered by an unsecured<br />
redemption claim and, following the entry of the<br />
capital increase in the trade register, by a secured<br />
claim (the delivery of new shares).<br />
The institute has access to different possibilities<br />
with regard to risk reduction. The aim is to limit<br />
and / or significantly reduce the institute‟s risks<br />
arising in the context of total issues relating to the<br />
subscription (by <strong>VEM</strong> for third parties) by<br />
implementing suitable measures.<br />
In addition to the involvement of qualified,<br />
experienced employees who complete the issue<br />
procedure in a responsible manner and ascertain<br />
the readiness of the issuer to make issues, for<br />
instance, a maximum of 25% of the subscription<br />
29
amount is transferred to the issuer prior to the<br />
entry of the corporate action in the trade register.<br />
To limit the risk, securities loan transactions are in<br />
part also agreed with the issuer‟s majority<br />
shareholders, making an advance delivery to the<br />
subscriber possible. Thanks to the special<br />
provision of the payment claims of the lender or<br />
for the return, the bank is also sufficiently secured<br />
by these measures during the issue procedure<br />
against the issuer defaulting.<br />
The management of each issue is an individual<br />
process for which a proportion of the total<br />
available risk capital is allocated. In the context of<br />
determining the decision-making basis for the<br />
completion of an issue, the board of directors and<br />
competent staff members determine the risk<br />
capital associated with each issue, taking into<br />
account the quality of the issuer, the issue volume<br />
and the use of risk-reducing measures.<br />
If several issues are managed at the same time,<br />
the total amount must not exceed the total<br />
amount allocated for issue management.<br />
Monitoring and daily project-list updating with the<br />
on-going corporate actions ensure early<br />
identification of a potential exceedance of the<br />
allocated risk capital. If the allocation for<br />
individual projects exceeds the total risk capital<br />
for issue procedures, the escalation procedure is<br />
applied in such a way that dates for corporate<br />
actions are adjusted and overlaps are avoided.<br />
Corporate actions are implemented in succession<br />
and only when the previous ones have been fully<br />
settled.<br />
Exceedances and postponement of corporate<br />
actions for this reason did not occur during the<br />
reporting period.<br />
Counterparty risks of other balance sheet<br />
items<br />
Other balance sheet items on the assets side that<br />
are taken into account in the context of<br />
30<br />
monitoring and controlling counterparty risks are<br />
the items Trading Assets, Financial Assets,<br />
Customer Receivables and Receivables from<br />
Affiliated Companies. The items Trading Assets<br />
and Financial Assets are monitored and controlled<br />
in connection with market price risks as<br />
transactions principally involve stock exchange<br />
transactions in which the equivalent has been<br />
obtained or is to be obtained by payment versus<br />
delivery or for which corresponding cover exists.<br />
The counterpart catalogue for trading assets<br />
therefore only includes domestic credit and<br />
financial service institutes and XETRA trading<br />
participants. Other counterparts are only<br />
authorised subject to the agreement of the board<br />
of directors. Business that is carried out for<br />
customers, and for which no cover exists as yet,<br />
is represented through market price risks until<br />
settlement with the customer (generally delivery<br />
versus payment).<br />
Customer receivables include receivables from<br />
issuers as well as institutional and private<br />
customers from services provided in the context<br />
of issuing, trading and consulting business. <strong>VEM</strong><br />
does not consider a separate limit system for this<br />
asset item to be necessary. Larger customer<br />
receivables (per individual customer) mainly occur<br />
in the context of issue management. They are<br />
generally settled with the customer upon payment<br />
(of the last tranche) of the issue proceeds.<br />
Consultancy services that extend over a long<br />
period are settled as the project progresses, and<br />
payment obligations are therefore spread over<br />
several due dates in order to reduce the<br />
counterparty risk for each individual customer.<br />
Services for private customers are generally only<br />
provided subject to prepayment. Customer<br />
receivables stemming from trading business for<br />
which no cover exists as yet are represented, as<br />
already stated, through market price risks until<br />
settlement with the customer (generally delivery<br />
versus payment).
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
Customer receivables within the Janosch group<br />
mainly concern domestic licence partners with<br />
good or very good creditworthiness. Furthermore,<br />
a calculated advance is generally agreed upon<br />
when a licence is issued, which considerably limits<br />
the counterparty risk.<br />
The maximum risk resulting from financial instruments can be quantified as follows:<br />
In EUR „000<br />
Book value as<br />
equivalent for<br />
max. default<br />
risk<br />
Receivables from<br />
credit institutes<br />
Receivables from<br />
customers<br />
Financial<br />
investments<br />
Trading assets<br />
31/12/ 31/12/ 31/12/ 31/12/ 31/12/ 31/12/ 31/12/ 31/12/<br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
27,098 37,175 3,892 2,819 4,507 3,581 15,894 14,651<br />
On the accounting date, the following financial assets were depreciated:<br />
Book value<br />
31/12/<strong>2007</strong><br />
Depreciation<br />
31/12/<strong>2007</strong><br />
Book value<br />
31/12/2006<br />
Depreciation<br />
31/12/2006<br />
Receivables from customers 463 275 351 222<br />
Financial investments 430 170 128 44<br />
Trading assets 6,604 1,062 5,755 1,400<br />
Liquidity risks<br />
Liquidity risks include the (short-term) liquidity<br />
risk in the narrower sense, the refinancing risk<br />
and the market liquidity risk. The short-term<br />
liquidity risk concerns the risk of <strong>VEM</strong> failing to<br />
fulfil its payment obligations in time or to the full<br />
extent. The refinancing risk concerns the risk that<br />
the resources required for refinancing may not be<br />
obtained or not obtained in time or obtained at a<br />
higher cost. The market liquidity risk concerns the<br />
risk that liquidity reserve assets may not be<br />
liquidated or not liquidated in time or only with<br />
deductions.<br />
The Cash Management department controls<br />
liquidity.<br />
<strong>VEM</strong> monitors the available liquidity on a daily<br />
basis and presents regular liquidity overviews for<br />
an appropriate period that compare the forecast<br />
inflows of resources with the forecast outflows.<br />
For this purpose and in order to determine the<br />
liquidity indictors according to principle II, <strong>VEM</strong><br />
has established an overview that contains all<br />
contracts, the associated financial obligations and<br />
the earliest possible cancellation. With the help of<br />
this overview and the other on-going costs, the<br />
required liquidity is determined on a monthly<br />
basis. Two scenarios are considered. On the one<br />
hand, the amount of liquidity required from<br />
income is determined so that the inflows and<br />
outflows can be balanced. On the other hand, an<br />
unusual scenario is considered whereby no further<br />
liquidity inflows occur during the current month.<br />
31
The available liquidity must be sufficient to cover<br />
the outflows on the last day of the month.<br />
Additional liquid resources, minus a generous<br />
contingency, that remain available each day, are<br />
invested and are available in addition to the<br />
existing liquidity reserves to cover scenarios in the<br />
following month.<br />
Liquidity risks within the Janosch group based on<br />
the existing external financing share are<br />
particularly significant. Liquidity inflows and<br />
outflows are planned on a monthly basis in order<br />
to guarantee the applicable interest and<br />
redemption rates. The interest change risk<br />
32<br />
was limited by hedging until 30 April 2009. The<br />
refinancing risk was also considerably limited by<br />
the extension of the financing period until 2015.<br />
Because <strong>VEM</strong> invests liquidity surpluses in fixedterm<br />
deposits with short maturities (max. 90<br />
days) or in daily tradable fixed-rate securities or<br />
bonds from public issuers or issuers with an<br />
external rating of at least A, the potential loss<br />
(reduced proceeds due to early disposal or high<br />
interest rates on the basis of short-term financing<br />
via overdrafts) is not considered to be particularly<br />
significant. The probability of loss is rated as low<br />
since liquidity outflows are continually monitored<br />
and the unusual scenario whereby no liquidity<br />
inflows are received is taken into account.
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
Overall the liquidity risks category has been<br />
allocated a correspondingly low risk capital<br />
(approx. 1% of the total risk capital).<br />
<strong>VEM</strong> was able to cover liquidity outflows at all<br />
times during the reporting period. The daily<br />
available resources were allotted in good time so<br />
that regrouping at the same time as the liquidity<br />
outflows was only occasionally necessary. The<br />
above-mentioned additional measures to cover<br />
liquidity outflows (the early release of fixed-term<br />
deposits of invested liquidity surpluses or the<br />
acceptance of an overdraft) were not necessary<br />
during the reporting period.<br />
Maturity breakdown<br />
Up to 3 months From 3 to 12 months Over 12 months<br />
In EUR „000 31/12/<strong>2007</strong> 31/12/2006 31/12/<strong>2007</strong> 31/12/2006 31/12/<strong>2007</strong> 31/12/2006<br />
Receivables<br />
from credit<br />
institutes<br />
Receivables<br />
from<br />
customers<br />
Recoverable<br />
income<br />
taxes<br />
Sum of<br />
receivables<br />
In EUR<br />
„000<br />
Liabilities<br />
with<br />
credit<br />
institutes<br />
Customer<br />
liabilities<br />
Income<br />
tax<br />
liabilities<br />
Sum of<br />
liabilities<br />
27,098 37,175 0 0 0 0<br />
2,351 2,511 1,540 294 0 0<br />
0 0 1,498 1,437 681 467<br />
29,449 39,686 3,038 1,731 681 467<br />
Up to 3 months From 3 to 12 months Over 12 months<br />
31/12/<strong>2007</strong> 31/12/2006 31/12/<strong>2007</strong> 31/12/2006 31/12/<strong>2007</strong> 31/12/2006<br />
4,494 1,623 859 563 3,500 4,400<br />
15,875 24,149 624 0 0 0<br />
0 80 91 0 445 419<br />
20,369 25,852 1,574 563 3,945 4,819<br />
33
Operational risks<br />
The “operational risks” category describes all<br />
operational risks that could result in a case of loss<br />
for the institute.<br />
Operational risks are identified at least once a<br />
year and evaluated according to the possibilities<br />
for risk reduction in view of the potential<br />
associated loss and likelihood of occurrence. In<br />
the context of the evaluation of individual<br />
operational risks, the limitation of the potential<br />
loss (e.g. by taking out appropriate insurance) or<br />
the reduction of the likelihood of occurrence (e.g.<br />
by implementing appropriate measures) are taken<br />
into account accordingly. If operational risks with<br />
high potential losses are identified, these risks are<br />
considered in more detail even if the likelihood of<br />
their occurrence is low.<br />
The product of the likelihood of occurrence and<br />
the corresponding potential loss is the risk capital<br />
required for the individual operational risk. The<br />
risk capital required for the operational risks<br />
corresponds to the sum of the individual risks<br />
without taking into account any risk-reducing<br />
correlations. Following the identification and<br />
evaluation of the individual risks, the “operational<br />
risks” category was allocated 2% of the total risk<br />
capital available.<br />
Appropriate control instruments were defined for<br />
monitoring and identifying operational risks.<br />
Operational risks essentially include IT risks, staff<br />
risks and risks stemming from internal and<br />
external business operations.<br />
IT risks<br />
IT risks relate to the availability, efficiency and<br />
reliability of the IT system. They also include IT<br />
administration risks, IT- / software-licence risks<br />
and risks of external hacker attacks and viruses<br />
that can affect internal and external business<br />
operations. In order to limit these risks,<br />
emergency concepts have been developed, backup<br />
systems created and IT availability guaranteed<br />
34<br />
by agreeing on response times with system<br />
suppliers. In order to prevent external<br />
hacker attacks and viruses, the operating systems<br />
are protected by a multi-layered firewall<br />
architecture and a so-called demilitarised zone. IT<br />
administration risks are limited by employing<br />
reliable staff (including their substitutes). IT- /<br />
software-licence risks are limited by continual<br />
updates and appropriate licence administration.<br />
The measures applied are verified on a regular<br />
basis by including IT/EDP processes in the<br />
internal audit.<br />
Staff risks<br />
The individual risks included in the staff risks<br />
category are essentially the absence of staff, lack<br />
of staff, recruitment, commitment of employees<br />
and the implementation skills in internal and<br />
external business operations. <strong>VEM</strong> has<br />
implemented various measures in order to limit<br />
staff risks. They include adequate substitution<br />
regulations, the establishment of sufficient<br />
numbers of qualified staff, and the regular<br />
training and education of staff.<br />
Risks relating to business operations<br />
Various internal and external influences and<br />
associated risks can affect the regular execution<br />
of business operations. Internal influencing<br />
factors include the possible theft, manipulation or<br />
misuse of internal information. The risk of the<br />
disruption of business operations is limited by<br />
appropriate means such as data protection, partial<br />
data accessibility and the verification of employee<br />
reliability. External influencing factors include<br />
break-ins, theft, vandalism and natural and<br />
unnatural catastrophes. The possible<br />
consequences of the disruption of business<br />
operations by external influencing factors are<br />
limited by precautionary measures, emergency<br />
plans and financially by means of appropriate<br />
insurance.<br />
Significant cases of loss relating to operational
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
risks are immediately analysed to determine their<br />
causes and corresponding risk reduction measures<br />
are implemented as far as possible. No major<br />
cases of loss occurred during the reporting period.<br />
Smaller losses occurring over the course of the<br />
year were assimilated in the compilation of loss<br />
cases and analysed, and appropriate measures<br />
were taken for the prevention of the loss<br />
occurring in the future.<br />
Other risks<br />
The “Other Risks” category essentially includes<br />
legal, reputation and strategic risks, as strategic<br />
and reputation risks according to figure 644 of the<br />
Basel Accord do not form part of operational risks.<br />
Similarly to operational risks, other risks are also<br />
identified at least once a year and evaluated<br />
according to the potential associated loss and the<br />
likelihood of their occurrence, taking into account<br />
the possibilities for risk reduction. The risk capital<br />
required for other risks corresponds to the sum of<br />
the values determined for the risk capital required<br />
for the individual risks. Following the identification<br />
and evaluation of the individual risks, the “Other<br />
Risks” category was allocated 2% of the total<br />
available risk capital.<br />
Legal risks<br />
Legal risks concern in particular the risks relating<br />
to the enforcement of contractual claims and the<br />
application of assets and liabilities procedures for<br />
enforcing or defending such claims, as well as<br />
liability risks – particularly the risks relating to<br />
liability for statements made in prospectuses. <strong>VEM</strong><br />
employs several fully qualified lawyers in the field<br />
of securities issuing and maintains a legal<br />
department with the aim of reducing legal risks<br />
through risk-sensitive action, and where possible<br />
preventing the occurrence of cases of loss.<br />
Possibilities for risk-prevention action include in<br />
particular the careful processing of projects and<br />
contracts by qualified staff, by appropriate liability<br />
exclusions and risk information in business<br />
transactions and contracts whenever possible or<br />
even essential. Through appropriate levels of due<br />
diligence relating to the legal and economic<br />
situation of the issuers and the involvement of<br />
experienced lawyers / auditors in the<br />
establishment of the prospectus, the risks relating<br />
to liability for statements made in the prospectus<br />
are kept at a level which is manageable for the<br />
bank. Insurance policies have been taken out<br />
wherever possible to cover the financial<br />
consequences of liability risks and financial losses.<br />
<strong>VEM</strong> is a member of the German Compensatory<br />
Fund of Securities Trading Companies (EdW),<br />
which is financed through the assessment system.<br />
The compensation case of Phoenix Kapitaldienst<br />
GmbH is currently pending with EdW. On the<br />
basis of a bankruptcy plan, an amicable<br />
clarification of open legal questions is to be<br />
provided, particularly relating to the amount at<br />
which investor receivables can be fixed. EdW‟s<br />
possible indemnification is dependent on this and<br />
on the extent of the bankruptcy estate. Possible<br />
indemnification of approximately 200 million euros<br />
has been identified in public. This corresponds to<br />
approximately 50 times the annual contribution to<br />
EdW. <strong>VEM</strong> might face special contributions of<br />
approximately EUR 5 million as a result. The<br />
continuation of the compensation procedure is<br />
currently completely open as this event of loss<br />
calls into question the basic viability of the EdW<br />
concept and its compliance with EU law. Due to<br />
this unclear situation, <strong>VEM</strong> does not yet consider<br />
it necessary to create provisions for possible<br />
special contributions, with the exception of the<br />
already granted first special contribution.<br />
The liquidator of Baumhaus Medien <strong>AG</strong>, Frankfurt<br />
a. M. issued a complaint at the end of 2005<br />
against Janosch film & medien <strong>AG</strong> in connection<br />
with a transfer of rights completed in 2001. The<br />
scope of the rights involved is of little importance<br />
but the amount in dispute is considerable. We are<br />
optimistic about the possibility of dismissing the<br />
35
complaint. If the complaint were to be accepted<br />
contrary to this estimation, the costs incurred<br />
would, however, weight heavily on the company‟s<br />
liquidity. According to German copyright, it is<br />
possible for an author to cancel the granting of<br />
rights of use for future works or to reclaim rights<br />
if they are not exercised. On the basis of the<br />
contractual situation and the works already<br />
created by Mr Janosch and comprehensively<br />
exploited by the Janosch group, we nevertheless<br />
estimate the associated financial risk to be low.<br />
Before <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> purchased its shares,<br />
the land development company “Am Schönberg“<br />
GmbH had surrendered Eigentümerbriefgrundschulden<br />
(owner‟s certificated land charges)<br />
amounting to EUR 1,580k as security for the<br />
liabilities of the former sole shareholder. The<br />
latter filed for bankruptcy on 3 March 2008, and<br />
the insolvency proceedings were opened on 11<br />
April 2008 on a decision of the Local Court. For<br />
now, an initial receivable amounting to approx<br />
EUR 160k was registered, which is being<br />
contested by “Am Schönberg“ GmbH. It is not<br />
known at the moment what the actual extent is of<br />
third-party receivables secured by these land<br />
charges or to what extent they are enforceable by<br />
law towards “Am Schönberg“ GmbH. Because of<br />
the insolvency proceedings, however, there is a<br />
risk that the surrendered land charges will have to<br />
be honoured in full.<br />
Reputation risks<br />
With initial public offerings, the bank managing<br />
the IPO is faced with a reputation risk. An<br />
unsuccessful IPO can be detrimental for the<br />
issuing bank, as public opinion relates price losses<br />
to the bank‟s service. Even if this criticism is often<br />
completely unfounded, public opinion may<br />
nevertheless be negative and this can make<br />
winning future mandates more difficult.<br />
Strategic risks<br />
Strategic risks mainly relate to the risk that the<br />
36<br />
bank‟s management fails to recognise significant<br />
market and competition developments and trends<br />
in time or evaluates them incorrectly. Strategic<br />
decisions based on incorrect evaluations can<br />
subsequently prove unfavourable for the bank‟s<br />
development. For this reason, the management<br />
continually studies the market and the position of<br />
<strong>VEM</strong> in this environment. The bank‟s business<br />
strategy is verified on a regular basis and<br />
adjusted where necessary to changing framework<br />
conditions.<br />
For more than two years now, competitive<br />
pressure has been increasing. The newly arrived<br />
market players – often start-up banks – try to win<br />
market share with special offers. Furthermore,<br />
established universal banks that have been<br />
operating for decades are appearing on the<br />
market with services for small caps. Attempts to<br />
compete with such offers would, in our opinion,<br />
probably fail and result in the medium term in<br />
existing customers demanding the adaptation of<br />
their conditions to the special offer for new<br />
customers. This concerns both the field of<br />
Designated Sponsoring and the issue of securities.<br />
A high-quality service can only be provided,<br />
however, when the remuneration is appropriate to<br />
the level of risk. <strong>VEM</strong> is therefore standing by its<br />
established price policy and will continue to strive<br />
to enhance the attractiveness of its own offers in<br />
order to comply with quality expectations and be<br />
considered in the market as a high-quality<br />
provider. This can also result in mandates being<br />
assigned to other banks.<br />
Our activity as a Designated Sponsor is<br />
characterised by the obligation to present<br />
continuous quotes in Xetra® on the basis of<br />
which other market players can trade. The market<br />
maker‟s risk in terms of organising profitable<br />
trading for his own account is increased in<br />
markets that only move in one direction over a<br />
long period. The market maker‟s risk is generally<br />
compensated for by the so-called spread (trading
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
margin). However, Deutsche Börse sets the<br />
maximum spread, which represents a risk for the<br />
Designated Sponsor. The low-liquidity and<br />
extremely news-orientated trade in second-line<br />
stocks represents a particular risk if the<br />
Designated Sponsor is not able to conclude the<br />
opposite side of his position.<br />
This can result in trade losses. If, for issues, the<br />
placement volume is not fully placed, the bank<br />
managing the issue is often faced with sales<br />
pressure in its function as Designated Sponsor.<br />
This can lead to an increased risk in trade, which<br />
must be taken into account and monitored when<br />
evaluating market price risks.<br />
Even if the placement has been successful, that is<br />
the issue is fully placed with an oversubscription,<br />
price losses can be considerable in the secondary<br />
market, if stock-market sentiment changes<br />
abruptly. In the <strong>2007</strong> financial year, we were<br />
unexpectedly faced with a situation of this kind.<br />
As a result of this type of situation, a flotationmanaging<br />
bank can find itself obliged to put<br />
capital at risk, in order to stand up to the market<br />
trend. This can result in considerable losses.<br />
The Computershare group has recently purchased<br />
more than 91% of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> in the<br />
context of a takeover bid. Computershare is<br />
pursuing strategic goals with this takeover bid.<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> is to be integrated into the<br />
Computershare group of companies with its<br />
existing business areas, producing synergies such<br />
as in the area of cross selling. In this present<br />
early stage, there is no experience to indicate to<br />
what extent this strategy will be successful.<br />
Capital allocation<br />
For capital allocation, the institute uses only its available equity, which has evolved as follows during the<br />
year under review:<br />
In EUR „000 01/01/2006<br />
31/12/2006 /<br />
01/01/<strong>2007</strong> 31/12/<strong>2007</strong><br />
Subscribed capital 3,870 9,675 9,675<br />
Capital reserves 9,631 3,041 3,822<br />
Revenue reserves 3,866 10,576 18,102<br />
Consolidated profit 8,310 7,867 3,308<br />
Total <strong>VEM</strong> shareholdings 25,677 31,159 34,907<br />
Third-party shares 0 977 999<br />
Total equity capital 25,677 32,136 35,906<br />
The institute has complied with the regulatory compulsory registration (according to § 10 of the German<br />
Banking Act KWG) concerning the appropriateness of capital resources. It has determined this according to<br />
requirements and has always satisfied the minimum capital-base requirements.<br />
37
The total fixed risk capital is made up of the total<br />
of the allocated risk capitals for the individual<br />
risks identified within the institute. In addition, a<br />
suitably large contingency is defined, which can<br />
be utilised, if necessary, for one (or more) of the<br />
identified risk categories.<br />
The unallocated equity capital serves as an equity<br />
contingency for unforeseen risks and is sufficiently<br />
large to ensure the survival of the institute and<br />
continue to satisfy the external minimum capital<br />
requirements if all the allocated risk capital is<br />
utilised.<br />
Utilisation of allocated risk capital<br />
In the <strong>2007</strong> financial year, the individual risk<br />
categories were drawn on as follows:<br />
Max. utilisation of allocated risk capital<br />
[clockwise from the top]<br />
13% Operational risks<br />
19% Other risks<br />
57% Market-price risks<br />
0% Liquidity risks<br />
54% Counterparty risks<br />
Overall the capital allocated to each risk capital<br />
was sufficient at all times and there were no<br />
exceedances or cases of too-high utilisation that<br />
would have led to the escalation procedure being<br />
applied and appropriate measures being<br />
introduced or even to the contingency being used.<br />
38<br />
Organisational and legal basis<br />
The share capital of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> amounts<br />
to EUR 9,675,000.00, divided into 9,675,000 nopar-value<br />
bearer shares.<br />
The families of the board of directors‟ members<br />
Andreas Beyer and Erich Pfaffenberger together<br />
hold a total of 30.0% of the company‟s shares<br />
directly and indirectly. The Beyer family holds<br />
17.5% and the Pfaffenberger family 12.5%. On<br />
31 December <strong>2007</strong>, Computershare Beteiligungs<br />
GmbH & Co. KG held a 30.48% share of the <strong>VEM</strong><br />
<strong>Aktienbank</strong> <strong>AG</strong>.<br />
On 16 November <strong>2007</strong>, Computershare<br />
Beteiligungs GmbH & Co. KG concluded a<br />
purchase agreement with the directors Andreas<br />
Beyer and Erich Pfaffenberger for all directly and<br />
indirectly held shares. The purchase was subject<br />
to the condition precedent that no prohibition<br />
would be issued by financial regulators.<br />
The shareholders listed below have the joint right<br />
to delegate one third of the number of<br />
supervisory board shareholder members<br />
determined according to the company articles to<br />
the supervisory board at their discretion:<br />
Mr Andreas Beyer,<br />
Stöckelhuber Treuhandgesellschaft mbH,<br />
tax consultancy company<br />
Mr Klaus Schneider,<br />
Ms Christine Schneider,<br />
Mr Erich Pfaffenberger,<br />
Ms Annette Pfaffenberger,<br />
Ms Barbara Beyer<br />
The delegation right is exercised according to a<br />
joint declaration to the company, represented by<br />
the board of directors. The shareholders<br />
authorised for delegation have the right to
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
appoint a representative for the company who<br />
exercises the delegation right for them. If the<br />
above-mentioned shareholders contribute their<br />
shares to a single company, the delegation right<br />
will be transferred to this company.<br />
The board of directors is authorised to increase<br />
the share capital in one or several turns until 23<br />
August 2011, with the approval of the supervisory<br />
board, by issuing new ordinary shares in the form<br />
of no-par-value shares in return for cash and / or<br />
non-cash capital contributions by a maximum of<br />
EUR 4,837,500.00 (2006 authorised capital).<br />
The board of directors is authorised to decide<br />
upon the exclusion of shareholders from the<br />
subscription right, with the agreement of the<br />
supervisory board. The subscription right can be<br />
excluded in particular in the following cases:<br />
to exclude peak amounts from the<br />
shareholders‟ subscription right,<br />
in the case of capital increases in return for<br />
non-cash capital contributions, particularly in<br />
the form of firms and parts of firms or other<br />
assets,<br />
in the case of capital increases in return for<br />
cash capital contributions if the share amount<br />
advanced is not significantly lower than the<br />
market price and the shares issued excluding<br />
the subscription right do not exceed a total of<br />
10% of the share capital,<br />
to issue employee shares to employees of the<br />
company and its associated firms and<br />
to grant holders of convertible bonds and / or<br />
covered warrants issued by the company a<br />
subscription right for new shares within the<br />
scope they would be entitled to after the<br />
exercising of their conversion or option right,<br />
but only insofar as the shares have not already<br />
been granted on the basis of conditional<br />
capital.<br />
The share capital has been conditionally increased<br />
by up to EUR 4,837,500.00 in up to 4,837,500 nopar-value<br />
bearer shares (<strong>2007</strong> conditional capital).<br />
The conditional capital increase is only completed<br />
to the extent to which the holders of convertible<br />
bonds and / or covered warrants issued by the<br />
company or its direct or indirect subsidiaries on<br />
the basis of the authorisation decision of the<br />
general meeting of 21 May <strong>2007</strong> in return for cash<br />
make use of their conversion or option rights or<br />
holders of convertible bonds comply with their<br />
conversion obligation and provided that own<br />
shares are not used as payment. The new shares<br />
shall participate in the profit from the start of the<br />
financial year in which they are created by the<br />
exercising of conversion or option rights or the<br />
fulfilment of conversion obligations. The board of<br />
directors is authorised to determine further details<br />
of the conditional capital increase and its<br />
execution, with the approval of the supervisory<br />
board.<br />
The board of directors is authorised to acquire<br />
and dispose of own shares of the company for the<br />
purpose of security trading. The trading portfolio<br />
of shares acquired for this purpose must not<br />
exceed 5% of the company‟s share capital at the<br />
end of each day.<br />
The purchase price of a share (excluding<br />
secondary acquisition costs) must not exceed the<br />
daily closing price of the trading day preceding<br />
the purchase of no-par-value shares of <strong>VEM</strong><br />
<strong>Aktienbank</strong> <strong>AG</strong> in XETRA trade (or a comparable<br />
replacement system) on the Frankfurt Stock<br />
Exchange by more than 15% or fall below this<br />
level by more than 30%. In individual cases, an<br />
excess or deficit of up to 50% may be authorised<br />
if this is necessary to enable the company to fulfil<br />
its obligations towards third parties, particularly<br />
on the basis of its position as Designated Sponsor<br />
or Market Maker.<br />
The authorisation has been accorded until the<br />
next ordinary general meeting – which, according<br />
39
to § 120 para. 1 AktG (German Stock Corporation<br />
Act), is to rule on the release of the members of<br />
the board of directors and of the supervisory<br />
board for the financial year <strong>2007</strong> – and until 31<br />
October 2008 at the latest. The board of directors<br />
is also authorised to acquire the company‟s own<br />
shares for purposes other than security trading up<br />
to a level of 10% of the company‟s share capital.<br />
The purchase price of a share (excluding<br />
secondary acquisition costs) must not exceed the<br />
daily closing price of the trading day preceding<br />
the purchase of no-par-value shares of <strong>VEM</strong><br />
<strong>Aktienbank</strong> <strong>AG</strong> in XETRA trade (or a comparable<br />
replacement system) on the Frankfurt Stock<br />
Exchange by more than 10% or fall below this<br />
level by more than 10%.<br />
The authorisation has been accorded until the<br />
next ordinary general meeting – which, according<br />
to § 120 para. 1 AktG (German Stock Corporation<br />
Act), is to rule on the release of the members of<br />
the board of directors and of the supervisory<br />
board for the financial year <strong>2007</strong> – and until 31<br />
October 2008 at the latest.<br />
The board of directors is authorised, with the<br />
approval of the supervisory board, to dispose of<br />
own shares acquired on the basis of this or<br />
another authorisation by means other than the<br />
stock exchange or through an offer to all<br />
shareholders pro-rata to their participation in the<br />
company. This authorisation applies in particular<br />
to, but is not limited to, the following cases:<br />
when the shares are disposed of at a price that<br />
is not significantly lower than the market price<br />
of company shares of the same structure at<br />
the time of the disposal. In this case, the<br />
number of shares to be disposed of combined<br />
with shares issued at a similar time on the<br />
basis of an authorisation for a capital increase<br />
with a subscription right exclusion according to<br />
§ 186 para. 3 p. 4 AktG (German Stock<br />
40<br />
Corporation Act) must not exceed the limit of<br />
10% of the total share capital;<br />
in order to be able to offer the company‟s<br />
acquired own shares to third parties within the<br />
context of amalgamations with companies, or<br />
the acquisition of firms or holdings;<br />
in order to use the acquired own shares for<br />
the fulfilment of option or conversion rights or<br />
conversion obligations stemming from<br />
conversion bonds or covered warrants issued<br />
by the company.<br />
The shareholders‟ subscription right concerning<br />
these shares is excluded in this context.<br />
The board of directors is also authorised to collect<br />
the own shares acquired on the basis of this<br />
authorisation with the agreement of the<br />
supervisory board without any further decisions<br />
by the general meeting.<br />
The board of directors of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> is<br />
made up of two or more people. The supervisory<br />
board determines the number of members<br />
according to § 8 of the company articles. The<br />
board of directors is appointed by the supervisory<br />
board for a maximum period of 5 years. The<br />
appointment and dismissal of the board of<br />
directors is determined according to the statutory<br />
provisions of §§ 84, 85 of the German Stock<br />
Corporation Act.<br />
The general meeting must issue a decision for the<br />
amendment of the company articles of <strong>VEM</strong><br />
<strong>Aktienbank</strong> <strong>AG</strong> according to §§ 119 para. 1 No. 5,<br />
179 of the German Stock Corporation Act. The<br />
supervisory board may decide upon amendments<br />
to the company articles according to § 18 of the<br />
company articles, which only apply to the version<br />
concerned.<br />
In addition to expenses relating to their activities,<br />
each member of the supervisory board receives
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
fixed compensation of an annual amount of EUR<br />
5,000.00 (basic compensation) payable at the end<br />
of the financial year; the chairman receives EUR<br />
6,500.00.<br />
From 1 January 2006 onwards, each member of<br />
the supervisory board receives variable<br />
compensation in addition to the basic<br />
compensation. The variable compensation is<br />
dependent on the result of the company‟s<br />
ordinary business activities, as reported in the<br />
consolidated accounts drawn up by the company<br />
according to IAS/IFRS (International Financial<br />
<strong>Report</strong>ing Standards). For every EUR<br />
1,000,000.00 of the result declared for ordinary<br />
business activities before the deduction of the<br />
board of directors‟ performance-related<br />
compensation and the supervisory board‟s<br />
variable compensation, each supervisory board<br />
member receives the amount of EUR 1,000.00<br />
euros. The variable compensation is payable after<br />
the approval of the consolidated accounts for the<br />
financial year concerned. If the company does not<br />
establish consolidated accounts during a financial<br />
year according to IAS/ IFRS, the supervisory<br />
board‟s variable compensation will be calculated<br />
for this financial year<br />
on the basis of the result of ordinary business<br />
activities, as reported in the annual statement<br />
published by the company. The variable<br />
compensation is payable in this case after the<br />
determination of the annual statement for the<br />
financial year concerned.<br />
The company reimburses each supervisory board<br />
member the turnover tax applied to their<br />
compensation. The company takes out liability<br />
insurance (D&O insurance) for the bodies of the<br />
company, including members of the supervisory<br />
board, with appropriate insurance amounts and<br />
settles the corresponding premiums.<br />
The total compensation of the supervisory board amounted to 43,500.00 euros for the financial year <strong>2007</strong>.<br />
They were distributed as follows between the individual members:<br />
In EUR Fixed Variable Total<br />
Matthias Girnth, Chairman 6,500 4,000 10,500<br />
Olaf Posten, Deputy Chairman 5,000 4,000 9,000<br />
Dr. Alfred Krammer 5,000 4,000 9,000<br />
Total 16,500 12,000 28,500<br />
Each member of the board of directors receives a<br />
basic monthly salary that is payable at the end of<br />
each month after the application of statutory<br />
deductions. Each member also receives additional<br />
benefits, notably in the form of the use of<br />
company cars, insurance and other non-cash<br />
benefits.<br />
Each member of the board of directors also<br />
receives variable (performance-related)<br />
compensation. The variable compensation<br />
depends on the result of the company‟s ordinary<br />
business activities, as reported in the consolidated<br />
accounts drawn up by the company according to<br />
IAS/IFRS (International Financial <strong>Report</strong>ing<br />
Standards).<br />
41
The board of directors‟ total compensation for the<br />
financial year <strong>2007</strong> amounted to EUR 1,159k. This<br />
included performance-related elements amounting<br />
to EUR 756k.<br />
The company‟s general meeting of 23 August<br />
<strong>2007</strong> decided that the individualised statements of<br />
the board of directors‟ compensation will not be<br />
disclosed for the period from <strong>2007</strong> to 2010.<br />
Events after the accounting date<br />
On 23 January 2008, the conditions precedent<br />
from the purchase agreement concerning all the<br />
shares in <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> held directly and<br />
indirectly by the directors Andreas Beyer and<br />
Erich Pfaffenberger were fulfilled and the<br />
purchase agreement was executed.<br />
In January 2008, <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> signed,<br />
with a prospective buyer, a sales contract<br />
concerning all the shares of TradeCross <strong>AG</strong>, with<br />
effect from 31 March 2008. A purchase price was<br />
agreed of the reported equity, to be calculated on<br />
31 December <strong>2007</strong>, plus an agio. The agio has<br />
already been paid by the buyers.<br />
42<br />
Strategy<br />
The acquisition of a majority share in <strong>VEM</strong><br />
<strong>Aktienbank</strong> <strong>AG</strong> by Computershare will play an<br />
important part in setting the direction for our<br />
company‟s forward strategy. Together with our<br />
new major shareholder, we are examining what<br />
possibilities exist for a closer collaboration.<br />
The Computershare group (“Computershare”) is a<br />
listed company with a market capitalisation of<br />
around EUR 3.0bn and approx. 10,000 employees<br />
in 20 countries. Computershare is the worldwide<br />
leader and only global service provider for shareregister<br />
management and a leading provider for<br />
listed limited companies and technologies for the<br />
global securities industry. Its range of services<br />
includes solutions for listed companies, investors,<br />
staff, securities markets and other financial<br />
institutions.<br />
In Germany, Computershare is also a market<br />
leader as service provider for issuers. It offers<br />
comprehensive, integrated services in the areas of<br />
<strong>AG</strong>M services, share-register management,<br />
employee participation programmes, document<br />
outsourcing and communication solutions. These<br />
being-public services around shares and company<br />
communications offer a cross-selling potential that<br />
in the future will open shared business<br />
approaches. It is also conceivable that<br />
Computershare will market bank services from<br />
<strong>VEM</strong>.<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> expects to receive its full<br />
bank licence from the competent financial<br />
regulators this year. This will have no direct<br />
influence on our business policies, but will allow<br />
us greater flexibility. Furthermore, it will open up<br />
new options for the <strong>VEM</strong> group.<br />
The activities begun in the Chinese market in the<br />
last year have led to <strong>VEM</strong> becoming one of the<br />
most active providers of public offerings of
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
Chinese companies in Germany. Even though the<br />
Chinese market appears to be extremely volatile,<br />
we want to hold on to our advisory services.<br />
Our strategy with regard to Fonterelli is to enter<br />
into investments with the available funds. In this<br />
connection, the LED market, in which Fonterelli<br />
has already indirectly invested, seems to us to be<br />
a lucrative future market, in which we can<br />
envisage further engagements.<br />
The non-strategic group companies Janosch film<br />
& medien <strong>AG</strong> and “Am Schönberg” GmbH are not<br />
expected to remain in the group in the long term.<br />
Outlook<br />
The current situation in the stock markets is<br />
shaped by various risk factors that are affecting<br />
prices. The greatest uncertainty relates to the<br />
trend of economic activity. Furthermore the<br />
magnitude of the US mortgage crisis is still<br />
unclear and difficult to estimate.<br />
The difficult situation in the secondary markets is<br />
expected to have a significant effect on the<br />
primary market. This particularly applies to<br />
companies with a market capitalisation of under<br />
EUR 100m. The placement business is suffering in<br />
the current nervous market situation, as public<br />
offerings are being squeezed immediately after<br />
allocation in the secondary market. This applies<br />
above all to small caps. If this situation continues,<br />
we shall carry out more listings without<br />
placements. The demand from firms for public<br />
offerings is unchanged. This year, too, we are<br />
seeing significantly more than 100 public<br />
offerings.<br />
At the start of the first quarter of 2008, the<br />
German stock market experienced its biggest<br />
slump since September 2001; the German indexes<br />
came under massive price pressure. There is still<br />
a large demand for investment on the part of<br />
institutional investors; however, shares, and in<br />
particular those of small caps are currently being<br />
avoided, because there is not enough liquidity in<br />
the secondary market. We shall therefore adapt<br />
our positions in the securities business to market<br />
conditions and continually check to what extent<br />
risks are acceptable. In a market situation of this<br />
kind, we shall not be counting on any further<br />
growth in Designated Sponsoring. Nevertheless,<br />
we shall make the most of any opportunities and<br />
decide on a case-by-case basis which mandates<br />
we want to sponsor.<br />
In the 2008 stock market year, we are seeing a<br />
consolidation of the shares market and are<br />
anticipating a sideways movement at best. We<br />
have positioned ourselves well even for depressed<br />
markets. We have sufficient equity and can offer<br />
our customers all-round, high-quality support.<br />
There is sufficient demand for our services<br />
independently of the markets.<br />
Our performance cannot be separated from the<br />
state of the stock markets. We do not expect any<br />
improvement in our result of operations from the<br />
banking business in these unsettled markets. The<br />
results trend from Fonterelli is characterised by<br />
the shares‟ performance. Due to their manageable<br />
size, they will not significantly affect the group.<br />
We expect Fonterelli to be able to generate a<br />
more or less balanced result of operations in the<br />
current year, and Janosch film & medien <strong>AG</strong><br />
should be able to make a positive contribution to<br />
the group. A contribution to results from the land<br />
development company “Am Schönberg” GmbH<br />
will essentially depend on the possible charges<br />
(which at the moment can not yet be conclusively<br />
estimated) arising from the provision of security<br />
for the liabilities of the former sole shareholder.<br />
Apart from these possible charges, we expect a<br />
positive result. Monitoring the market is therefore<br />
of immense importance, in order to be able to<br />
offer customers appropriate services that can lead<br />
43
to important business stimuli during the fiscal<br />
year. In 2008 we want to carry on from the<br />
previous year‟s result. For 2009, we are counting<br />
on a more stable environment and rising earnings.<br />
Our equity yield rate is expected to be above the<br />
44<br />
Munich, 15 May 2008-07-14<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
The Board of Directors<br />
average of comparable banks.<br />
Andreas Beyer Erich Pfaffenberger
Consolidated annual report for the financial year<br />
<strong>2007</strong><br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> – Consolidated accounts (IFRS) on 31 December <strong>2007</strong><br />
31/12/<strong>2007</strong> 31/12/2006 Variation<br />
Assets Note(s) EUR ‘000 EUR ‘000 in EUR ‘000 in %<br />
Cash reserves (33) 6 6<br />
Receivables from credit<br />
institutes (15) (34)<br />
27,098 37,175 -10,077 -27%<br />
Customer receivables (15) (35) 3,892 2,819 1,073 38%<br />
Provision for risks (16) (36) -275 -222 -53 24%<br />
Trading assets (17) (37) 15,894 14,651 1,243 8%<br />
Financial assets (18) (38) 4,507 3,581 926 26%<br />
Tangible assets (19) (39) 248 294 -46 -16%<br />
Intangible assets (20) (40) 7,556 7,728 -172 -2%<br />
Income tax assets (28) (41) 2,180 1,904 276 14%<br />
Other assets (21) (42) 7,501 2,452 5,049 206%<br />
Assets of disposal groups<br />
classified as held for sale<br />
(63) 254 254<br />
Total assets 68,861 70,388 -1,527 -2%<br />
45
31/12/<strong>2007</strong> 31/12/2006 Variation<br />
Liabilities Note(s) EUR ‘000 EUR ‘000 in EUR ‘000 in %<br />
Liabilities with credit institutes (23) (43) 8,853 6,586 2,267 34%<br />
Customers liabilities (23) (44) 16,499 24,149 -7,650 -32%<br />
Trading liabilities (24) (45) 3,343 2,727 616 23%<br />
Provisions (25) (46) 287 478 -191 -40%<br />
Income tax liabilities (28) (47) 536 499 37 7%<br />
Other liabilities (26) (48) 3,348 3,813 -465 -12%<br />
Liabilities associated with assets<br />
held for sale (63)<br />
46<br />
89 89<br />
Equity (49) (50) 35,906 32,136 3,770 12%<br />
<strong>VEM</strong> shareholder equity 34,907 31,159 3,748 12%<br />
Subscribed capital 9,675 9,675<br />
Capital reserves 3,822 3,041 781 26%<br />
Other retained earnings 15,995 9,187 6,808 74%<br />
First-time application<br />
reserves<br />
1,101 1,101<br />
Revaluation reserves 1,006 288 718 249%<br />
Group profit 3,308 7,867 -4,559 -58%<br />
Minority interests 999 977 22 2%<br />
Total liabilities 68,861 70,388 -1,527 -2%
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> - Development of consolidated equity <strong>2007</strong><br />
In EUR „000<br />
Status 31/12/2005 /<br />
01/01/2006<br />
Transfer of group profit to retained earnings<br />
Subscribed capital<br />
3,870<br />
Group<br />
Capital reserves<br />
9,631<br />
Capital increase from company resources 5,805 -5,805<br />
Acquisition/disposal of own shares -785<br />
Changes in consolidated group<br />
Release of revaluation reserves<br />
<strong>Annual</strong> surplus<br />
Status 31/12/2006 /01/01/<strong>2007</strong><br />
Adjustment from previous year<br />
Status 31/12/2006 /01/01/<strong>2007</strong><br />
Transfer of group profit to retained earnings<br />
Capital increase from company resources<br />
9,675<br />
3,041<br />
9,675 3,041<br />
Acquisition/disposal of own shares 781<br />
Changes in consolidated group<br />
Net earnings from cash-flow hedge<br />
Additions to revaluation reserves<br />
<strong>Annual</strong> surplus<br />
Status 31/12/<strong>2007</strong> 9,675 3,822<br />
47
48<br />
Other<br />
2,755<br />
Retained earnings Equity<br />
First-time<br />
application<br />
1,101<br />
Re-<br />
valuation<br />
10<br />
Total<br />
3,866<br />
Group<br />
profit<br />
8,310<br />
6,432 6,432 -6,432<br />
9,187<br />
1,101<br />
<strong>VEM</strong><br />
shareholder<br />
25,677<br />
Minority<br />
interests<br />
Total<br />
Equity<br />
25,677<br />
-785 -785<br />
-68 -68 743 675<br />
278 278 278 278<br />
288<br />
10,576<br />
5,892 5,892 234 6,126<br />
7,702<br />
30,994<br />
977<br />
31,971<br />
165 165 165<br />
9,187 1,101 288 10,576 7,867 31,159 977 32,136<br />
6,808<br />
6,808<br />
-6,808<br />
781 781<br />
7 7<br />
4 4 4 7 4<br />
714 714 714 714<br />
2,249 2,249 15 2,264<br />
15,995 1,101 1,006 18,102 3,308 34,907 999 35,906
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> – Consolidated profit and loss account (IFRS)<br />
for the period from 1 January to 31 December <strong>2007</strong><br />
01/01–<br />
31/12/<strong>2007</strong><br />
01/01–<br />
31/12/2006<br />
Group<br />
Variation<br />
Note(s) EUR ‘000 EUR ‘000 in EUR ‘000 in %<br />
1. Interest income (52) 642 344 298 87%<br />
2. Net commission income (53) 6,636 10,702 -4,066 -38%<br />
3. Trading result (54) 1,531 2,847 -1,316 -46%<br />
4. Financial investments result (55) 715 470 245 52%<br />
5. Administrative expenditure (56) -6,006 -6,618 612 -9%<br />
6. Write-offs and allowances for<br />
intangible and tangible assets<br />
(57) -539 -3,969 3,430 -86%<br />
7. Other operating income (58) 4,671 7,675 -3,004 -39%<br />
8. Other operating expenditure (59) -3,344 -2,098 -1,246 59%<br />
9. Provision for risks (61) -284 -109 -175 161%<br />
10. Result from ordinary business<br />
activities<br />
4,022 9,244 -5,222 -56%<br />
11. Income tax on the result of<br />
-1,765 -2,953 1,188 -40%<br />
ordinary business activities (62)<br />
12. <strong>Annual</strong> surplus 2,257 6,291 -4,034 -64%<br />
13. Result after taxes from the<br />
discontinued operation<br />
7 0 7 100%<br />
14. Results of minority interests -15 -234 219 -94%<br />
15. <strong>Annual</strong> surplus after minority<br />
interests<br />
Number of shares (average) (64) 9,585,654 9,607,895<br />
Undiluted earnings per share<br />
(EUR)<br />
(64) 0.23 0.63<br />
Result per share from continuing<br />
operations<br />
(64) 0.23 0.62<br />
2,249 6,057 -3,808 -63%<br />
49
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> – Cash flow statement <strong>2007</strong><br />
50<br />
In EUR „000 <strong>2007</strong> 2008<br />
<strong>Annual</strong> surplus from continuing operations 2,257<br />
<strong>Annual</strong> surplus from the discontinued operation 7<br />
1. <strong>Annual</strong> surplus 2,264 5,892<br />
2. Write-offs, allowances and write-ups for receivables, tangible assets,<br />
intangible fixed assets and securities held as long-term investments<br />
-105 4,012<br />
3. Other non-cash expenditure / income<br />
Expenditure for taxes on income 1,768 3,145<br />
Others 572 -471<br />
4. Profit/loss from disposal of tangible assets and securities held as longterm<br />
investments<br />
0 1<br />
5. Other adjustments (balance) -3 0<br />
6. = Subtotal 4,496 12,579<br />
7. Customer receivables -1,122 -670<br />
8. Trading assets -1,243 150<br />
9. Other assets from ordinary business activities -2,118 1,691<br />
10. Liabilities<br />
With credit institutes 390 -4,176<br />
With customers -8,069 17,247<br />
11. Trading liabilities 617 -1,151<br />
12. Other liabilities from ordinary business activities -1,090 -1,748<br />
13. Payments of taxes on income -2,044 -7,919<br />
14. = Cash flow from ordinary business activities -10,183 16,003<br />
15. Payments received from outflows of<br />
Financial assets 1,024 57<br />
Tangible fixed assets 1 0<br />
Intangible fixed assets 0 0<br />
16. Payments made for investments in<br />
Financial assets -1,306 -1,071<br />
Tangible fixed assets -67 -172<br />
Intangible fixed assets -159 -1<br />
17. Payments made for the acquisition of consolidated firms and other<br />
business units<br />
-7 290<br />
18. = Cash flow from investment activities -514 -897<br />
19. Changes in funds from other financing activities 781 -785<br />
20. = Cash flow from financing activities 781 -785<br />
21. Variation in cash and cash equivalents (total of 15, 20, 23) -9,916 14,321<br />
22. Cash and cash equivalents at start of period 37,181 22,860<br />
23. = Cash and cash equivalents at end of period 27,265 37,181
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> – Segment information <strong>2007</strong><br />
Segment reporting financial year <strong>2007</strong><br />
Trade / DesignatedSponsoring<br />
Group<br />
Issues<br />
business<br />
Segment income from other segments 0 286<br />
Segment income from third parties 3,596 4,401<br />
Total segment income 3,596 4,687<br />
Results from ordinary business activities 926 962<br />
Segment assets 18,276 17,648<br />
Segment liabilities 7,462 18,625<br />
Additional details on segments subject to reporting<br />
In EUR „000<br />
Investments in tangible and intangible assets in the reporting<br />
period<br />
97 114<br />
Scheduled write-offs of segment assets 84 79<br />
Other expenditure with no cash effects 1,474 1,301<br />
Segment reporting financial year 2006<br />
Trade / DesignatedSponsoring<br />
Issues<br />
business<br />
Segment income 4,511 8,617<br />
Results from ordinary business activities 1,606 5,939<br />
Segment assets 28,352 5,986<br />
Segment liabilities 17,541 13,356<br />
Additional details on segments subject to reporting<br />
In EUR „000<br />
Investments in tangible and intangible assets in the reporting<br />
period<br />
88 84<br />
Scheduled write-offs of segment assets 82 63<br />
Other expenditure with no cash effects 990 596<br />
51
Land<br />
development<br />
(Am Schönberg)<br />
Land<br />
development<br />
(Am Schönberg)<br />
52<br />
Media utilisation<br />
(Janosch)<br />
Other /<br />
consolidation Continuing<br />
operations<br />
Discontinued<br />
operation<br />
-129 0 129 0 -286<br />
1,857 2,144 1,941 14,195 367<br />
1,728 2,114 2,070 14,195 81<br />
14 133 1,986 4,021 10<br />
5,975 8,936 17,772 68,607 254<br />
5,997 5,063 -4,281 32,866 89<br />
14<br />
1 289<br />
Media utilisation<br />
(Janosch)<br />
Other /<br />
consolidation Continuing<br />
operations<br />
Discontinued<br />
operation<br />
0 7,115 1,311 21,554 484<br />
0 810 786 9,141 103<br />
0 9,874 24,731 68,943 1,445<br />
0 6,119 1,216 38,232 185<br />
0 11,528<br />
0 581<br />
0 3,243
General information<br />
Group<br />
> 1 Information about the company<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> is a public company whose head offices are in 80331 Munich, Rosental 5, registered in<br />
Germany in the trade register of the district court of Munich under number HRB124255.<br />
The purpose of the firm is:<br />
The acquisition and disposal of financial instruments in its own name and for the account of third parties<br />
(financial commission business), the acceptance of financial instruments at its own risk for placement or<br />
acceptance of guarantees of the same value (issues business), the placement of business through the<br />
acquisition and disposal of financial instruments or their evidence (investment agent), the acquisition and<br />
disposal of financial instruments on behalf of and for the account of third parties (acquisition agent), the<br />
administration of individual assets invested in financial instruments for third parties with a scope of decisionmaking<br />
(financial portfolio administration), the acquisition and disposal of financial instruments in the<br />
context of proprietary trading for third parties (proprietary trading) and the provision of all kinds of services<br />
relating to securities. Transactions requiring authorisation according to the German Banking Act (KWG) other<br />
than those referred to in § 1 para. 1 p. 2 No. 4, 10, para. 1a p. 2 No. 1, 2, 3, 4 KWG may not be carried out.<br />
The firm is also involved in the field of electronic data processing: the provision of all kinds of services in the<br />
EDP sector, the purchase and sale of hardware and software, the provision of services on and for the<br />
Internet, particularly the sale of advertising space on the Internet, the structuring of Internet presence and<br />
the associated consultancy, the operation of a technical Internet platform, the provision of financial and<br />
economic services, particularly the provision of information on the Internet, the organisation and creation of<br />
advertising space and Internet marketing as well as media planning, the placement and activation of all<br />
kinds of advertisements in online, print and other media and the placement and activation of airtime,<br />
particularly on the radio and television.<br />
The acquisition, maintenance, administration and sale of majority and minority holdings in firms and firms<br />
with a similar aim and trading with these holdings and firms.<br />
> 2 Consolidated accounts according to IFRS<br />
The consolidated accounts on 31 December <strong>2007</strong> of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> were drawn up according to the<br />
International Financial <strong>Report</strong>ing Standards (IFRS) of the International Accounting Standards Board (IASB)<br />
as applicable in the EU. The IFRS also include the still-valid International Accounting Standards (IAS) and<br />
the interpretations of the International Financial <strong>Report</strong>ing Interpretations Committee (IFRIC) – formerly the<br />
Standing Interpretations Committee (SIC).<br />
The consolidated accounts and the accounts of the firms included in the consolidated accounts were drawn<br />
up on 31 December <strong>2007</strong> and audited by the auditing companies Ernst & Young <strong>AG</strong> and Ebner, Stolz,<br />
Mönning GmbH. The financial year corresponds to the calendar year. The reporting currency is the euro and<br />
all amounts are given in thousands of euros (euro „000) unless stated otherwise. Various items on the<br />
balance sheet and profit and loss account are summarised in order to enhance clarity. These items are<br />
53
presented separately and explained in the notes to the consolidated accounts.<br />
With regard to the risks according to IFRS 7, we refer to the disclosure of the risk report included in the<br />
annual report.<br />
The consolidated accounts drawn up according to the IFRS on 31 December <strong>2007</strong> have a discharging effect<br />
according to § 315a of the German Commercial Code HGB. The consolidated annual report fulfils the<br />
requirements of § 315 paras. 1 and 2 HGB (German Commercial Code) and contains the consolidated risk<br />
report according to § 315 HGB and IAS 32.<br />
> 3 Applicable provisions<br />
The following IFRS/IAS were observed in the compilation of the consolidated accounts on 31 December<br />
<strong>2007</strong>:<br />
IFRS 3 Business combinations<br />
IFRS 5 Non-current assets held for sale and discontinued operations<br />
IFRS 7 Financial instruments: disclosures<br />
IAS 1 Presentation of financial statements<br />
IAS 2 Inventories<br />
IAS 7 Cash flow statements<br />
IAS 8 Accounting policies, changes in accounting estimates and errors<br />
IAS 10 Events after the balance sheet date<br />
IAS 11 Construction contracts<br />
IAS 12 Income taxes<br />
IAS 14 Segment reporting<br />
IAS 16 Property, plant and equipment<br />
IAS 17 Leases<br />
IAS 18 Revenue<br />
IAS 19 Employee benefits<br />
IAS 20 Accounting for government grants and disclosure of government assistance<br />
IAS 21 The effects of changes in foreign exchange rates<br />
IAS 23 Borrowing costs<br />
IAS 24 Related Party Disclosures<br />
IAS 27 Consolidated and separate financial statements<br />
IAS 28 Investments in associates<br />
IAS 30 Disclosures in the financial statements of banks and similar financial institutions<br />
IAS 32 Financial instruments: presentation<br />
IAS 33 Earnings per share<br />
IAS 36 Impairment of assets<br />
IAS 37 Provisions, contingent liabilities and contingent assets<br />
54
IAS 38 Intangible assets<br />
Notes to consolidated accounts <strong>2007</strong><br />
IAS 39 Financial instruments: recognition and measurement<br />
> 4 Published, not yet binding applicable standards and interpretations that have not been<br />
applied in advance<br />
The recently published or revised standards and interpretations referred to below, whose application is only<br />
compulsory after the end of the financial year <strong>2007</strong>, have not been and are not applied in advance.<br />
IFRS 8 “Operating segments“ will replace IAS14 “Segment reporting” and must be applied for financial years<br />
that begin on or after 1 January 2009. The effects of this standard cannot be judged conclusively at present.<br />
Accounting and valuation policies<br />
> 5 Standard accounting within the group<br />
The individual financial statements of the firms included in the consolidated accounts are drawn up<br />
according to IAS 27 on the basis of the standard balancing and evaluation policies.<br />
Group accounting is carried out in euros.<br />
> 6 Consistency<br />
The accounting and valuation policies applied essentially correspond to the methods applied in the previous<br />
year, with the following exceptions:<br />
In the financial year, the group applied the new and revised IFRS standards and interpretations listed below.<br />
The application of these revised standards and interpretations had no consequences for the group‟s assets,<br />
liabilities, financial position and profit or loss situation. However, they did lead to additional disclosures, and<br />
in some cases to changes in the reporting methods.<br />
> IFRS 7 Financial instruments: disclosures<br />
> Change to IAS 1 Presentation of financial statements<br />
The main changes are as follows:<br />
IFRS 7 Financial instruments: disclosures<br />
This standard requires disclosures that enable users of the financial statements to evaluate the significance<br />
of the financial instruments for the group‟s financial position and performance, as well as the nature and<br />
extent of risks arising from these financial instruments. The new disclosures resulting from this can be found<br />
throughout the entire financial statement. Its application had no consequences for the group‟s assets,<br />
liabilities, financial position and profit or loss situation. The relevant comparative information was adjusted.<br />
IAS 1 Presentation of financial statements<br />
This change resulted in new disclosures that enable users of the financial statements to evaluate the group‟s<br />
objectives, policies and processes for managing capital.<br />
55
7 Error correction<br />
When the consolidated accounts were drawn up for the <strong>2007</strong> financial year, errors in the 2006 period were<br />
ascertained. All the errors concern deferred tax liabilities.<br />
The error correction affects the following entries for the 2006 period.<br />
Reduction in the income tax obligations and provision for income tax of EUR 165k. As a result the<br />
consolidated profit and equity increased by EUR 165k.<br />
The earnings per share increased by EUR 0.02.<br />
The comparative information in the present financial statements was adjusted appropriately.<br />
> 8 Discretionary decisions, assumptions and estimates<br />
Accounting and valuation according to IFRS calls for discretionary decisions, assumptions and estimates for<br />
certain balance sheet items that affect the entry and evaluation in the balance sheet and profit and loss<br />
account. They are carried out according to the applicable standard on the basis of the most recent reliable<br />
information available, historical experiences and expectations with regard to future events that appear<br />
reasonable in the given circumstances. The actual amounts obtained may differ from these estimates.<br />
Assumptions and estimates are required in particular in the following cases:<br />
in the purchase price assessment and determination of goodwill in the context of acquisitions,<br />
in the assessment of the need for and the measurement of a write-off relating to intangible assets and<br />
tangible fixed assets<br />
in the assessment of the recoverability of deferred tax assets<br />
An impairment test is carried out annually on intangible assets on the basis of income planning covering<br />
several years and based on the assumption of growth rates specific to the business sector for the<br />
subsequent period. Any changes in these key factors may possibly result in higher or lower write-offs.<br />
The recognition and measurement of Other Provisions is based on the assessment of the probability of an<br />
outflow of resources, and on past experience and circumstances known at the accounting date. The actual<br />
outflow of resources may therefore differ from the figure included in Other Provisions.<br />
Deferred tax assets are entered in the accounts on the basis of the estimate concerning the future<br />
recoverability of tax advantages, i.e. when there is sufficient tax income. The actual tax situation in future<br />
periods may differ from the assessment made at the date the deferred tax assets are recognized.<br />
56
Notes to consolidated accounts <strong>2007</strong><br />
> 9 Companies to be consolidated<br />
The consolidated accounts include, in addition to <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> as the parent company, the following<br />
companies as fully consolidated companies:<br />
In EUR „000 Holding share<br />
Fully consolidated companies:<br />
TradeCross <strong>AG</strong>, Munich 100%<br />
<strong>VEM</strong> Capital Management GmbH, Munich 100%<br />
Fonterelli GmbH & Co. KGaA, Munich 100%<br />
Land development company “Am Schönberg” GmbH, Augsburg 94%<br />
Janosch film & medien <strong>AG</strong>, Berlin 73%<br />
Papa Löwe Filmproduktion GmbH, Munich 62%<br />
Holding in Janosch film & medien <strong>AG</strong><br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> has held a share of 73% of Janosch film & medien <strong>AG</strong> since last year. Janosch film &<br />
medien <strong>AG</strong> possesses proprietary claims to proceeds and partial rights of use in the entire works of the<br />
painter, graphic artist and author “Janosch“ and generates income from the use of these rights and claims.<br />
Janosch film & medien <strong>AG</strong> has an 85% holding in Papa Löwe Filmproduktion GmbH. The company produces<br />
films and television series on the basis of the Janosch characters.<br />
Purchase of the land development company “Am Schönberg“ GmbH in <strong>2007</strong><br />
On 28 March <strong>2007</strong> (initial consolidation date) <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> acquired 94% of the land development<br />
company “Am Schönberg“ GmbH, Augsburg, as well as claims against this company amounting to EUR<br />
1,877k. The purchase price was made up of the transfer of a partial debenture with a fair value of EUR<br />
1,611k and a payment of EUR 3k. Incidental acquisition costs were incurred of EUR 9k. After evaluating the<br />
assets and liabilities as well as the inclusion of deferred tax assets due to existing reclaimable tax-loss carryforward,<br />
the result was a positive difference amounting to EUR 86k, which was booked as a goodwill asset in<br />
the consolidated accounts, and fully written off at the end of the financial year in the context of an<br />
impairment test. The company carries out the preparation, development and commercialisation of land in<br />
the municipality of Wenzenbach.<br />
The consolidated result contains a proportionate result for the land development company “Am Schönberg“<br />
GmbH amounting to EUR 35k. Under the assumption that the purchase of the land development company<br />
“Am Schönberg“ GmbH had already taken place on 1 January <strong>2007</strong>, the <strong>VEM</strong> group‟s operating result would<br />
have amounted to EUR 10,108k and the consolidated result before third party shares, EUR 2,229k.<br />
Formation of Fonterelli GmbH & Co. KgaA and <strong>VEM</strong> Capital Management GmbH in <strong>2007</strong><br />
At the beginning of July <strong>2007</strong>, <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> formed Fonterelli GmbH & Co. KGaA together with its<br />
general partner <strong>VEM</strong> Capital Management GmbH. Fonterelli GmbH & Co. KGaA acts as a classic privateequity<br />
affiliated company and plans investments in medium-sized companies. <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> has a<br />
100% holding in both companies as at 31 December <strong>2007</strong>. The <strong>VEM</strong> group‟s result contains a loss of EUR<br />
142k from Fonterelli GmbH & Co. KgaA and a profit of EUR 2k from <strong>VEM</strong> Capital Management GmbH.<br />
57
Disposal of financial.de <strong>AG</strong> in <strong>2007</strong><br />
In September <strong>2007</strong>, <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> sold its 25% share in financial.de <strong>AG</strong>. In the consolidated accounts<br />
on 31 December 2006, the holding was evaluated as an associated company as per IAS 28, according to the<br />
equity method, and was not yet classified as an asset held for sale. The board of directors only decided to<br />
sell during the course of the <strong>2007</strong> financial year. The sale took place in September <strong>2007</strong> against the<br />
payment of a purchase price of EUR 743k. The sales contract provides for an adjustment of the purchase<br />
price to the declared taxable result at the time of sale. Currently a pre-tax profit of EUR 444k is indicated<br />
from the sale.<br />
> 10 Consolidation principles<br />
The capital consolidation is carried out according to the purchase method. This involves offsetting the<br />
acquisition costs of an associated firm against the proportionate equity at the time of the acquisition. In<br />
order to determine the equity, the assets and liabilities of the acquired firm are assessed at their fair value<br />
on the acquisition date.<br />
A positive difference between the higher acquisition costs for the acquired firm and the proportionate equity<br />
is entered as a business value or goodwill in the balance sheet under intangible assets. This business value<br />
or goodwill is only written down in extraordinary circumstances in accordance with lAS 36 (impairment-only<br />
approach). The impairment test is to be carried out once a year.<br />
A negative difference is immediately entered as proceeds.<br />
An acquired firm is included in the consolidated group from the date on which the group actually takes over<br />
control. A firm leaves the companies to be consolidated in the event of a sale, a specific disposal plan or if<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> no longer exercises a controlling influence.<br />
The initial consolidation is carried out on the acquisition date; expenditure and income in the profit and loss<br />
account are subsequently and proportionately incorporated in the consolidated accounts after the initial<br />
consolidation date.<br />
Receivables and liabilities as well as income and expenditure between firms that are included in the<br />
consolidated accounts are settled within the context of the consolidation of debts or the consolidation of<br />
income and expenditure; interim results recorded within the group are eliminated.<br />
> 11 Currency conversion<br />
Business transactions in foreign currencies are converted at the rate in force on the transaction date.<br />
Monetary assets and liabilities in foreign currencies are converted at the rate in force on the accounting<br />
date.<br />
> 12 Revenue recognition<br />
Commissions revenue is recorded when the service is performed. Trading revenue is realised when the risk<br />
is transferred to the trading partner. Dividend revenue is recorded when the shareholder‟s right to receive<br />
payment is established. Interest is included in accordance with the accruals concept. Other revenue is<br />
recognized when it is probable that the economic benefits will flow to the group and the amount of revenue<br />
58
can be reliably measured.<br />
Notes to consolidated accounts <strong>2007</strong><br />
> 13 Financial instruments<br />
A financial instrument is a contract that simultaneously results in a financial asset for one firm and a financial<br />
liability or equity instrument for another. On the date of receipt, all financial instruments are to be allocated<br />
to a category that is significant for the subsequent valuation.<br />
Financial assets and liabilities within the <strong>VEM</strong> group are currently entered on the trading date and are<br />
divided between the following categories:<br />
Trading assets and trading liabilities<br />
This category includes financial instruments and derivative financial instruments that have been acquired<br />
with a short-term disposal intention or sold with a short-term buy-back intention and are therefore classified<br />
as being for trading purposes (“Held for Trading” category). They are evaluated on the acquisition date at<br />
their acquisition cost and subsequently at their fair value. Profits and losses stemming from the assessment<br />
are entered through profit or loss under the trading result in the profit and loss account along with actual<br />
profits and losses. Listed and non-listed shares included under trading assets stemming from capital<br />
increases that have not yet been transferred to the subscriber are entered at their acquisition costs<br />
corresponding to the fair value.<br />
Receivables<br />
This category includes non-derivative financial instruments with fixed or definable payments that are not<br />
listed on an active market and have not been acquired with a short-term re-disposal intention. They are<br />
entered in the accounts at their acquisition cost.<br />
Available for Sale<br />
This category includes all other non-derivative financial instruments that cannot be allocated to any of the<br />
other categories. This essentially concerns fixed-rate securities, shares and investments referred to under<br />
financial assets. They are accounted for on the acquisition date at their acquisition cost and subsequently at<br />
their fair value. The assessment result is entered under a separate equity item that does not affect net<br />
income (revaluation reserve). In the event of the disposal or dissolution of an available-for-sale portfolio, the<br />
corresponding share of the revaluation reserve is released and entered in the profit and loss account.<br />
Accounting for hedging instruments<br />
To secure the interest rate risks stemming from loan liabilities, a contract was concluded for an interest-rate<br />
hedging instrument with a term of 30 April 2009. The valuation difference is recognised in equity, resulting<br />
in neither profit nor loss.<br />
Other financial liabilities<br />
This category includes all other financial liabilities that are not included in the trading liabilities category. This<br />
includes in particular liabilities with credit institutes and customers, tax liabilities and liabilities in the staff<br />
sector. They are entered in the accounts at their acquisition cost carried forward.<br />
59
14 Fair value of financial instruments<br />
The fair values of all the financial instruments of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> entered in the consolidated accounts<br />
according to IFRS for 2005 and <strong>2007</strong> correspond to the stated book values. This concerns the items cash<br />
reserves, receivables from credit institutes, customer receivables, trading assets, financial assets, other<br />
assets, liabilities with credit institutes, customer liabilities, certified liabilities, trading liabilities and other<br />
liabilities.<br />
> 15 Receivables<br />
Receivables from credit institutes and customer receivables are entered at their nominal amount. Identifiable<br />
individual risks are accounted for by means of appropriate allowances. Receivables from credit institutes also<br />
include interest accrued from these receivables.<br />
> 16 Allowances (provision for risks in the credit business)<br />
The deferred provision for risks of receivables includes all losses and other provisions for receivables that are<br />
subject to recognisable risks. Adequate provisions for these risks are established according to the principles<br />
of commercial prudence. The judgement of the extent to which the agreed payments are actually provided<br />
represents a decisive criterion for the valuation.<br />
> 17 Trading assets<br />
The trading assets include securities of the trading portfolio. Trading assets are essentially evaluated at their<br />
fair value with the exception of listed and non-listed shares stemming from capital increases which have not<br />
yet been transferred to the subscriber. These are entered at their acquisition cost, which corresponds to<br />
their fair value. All realised and non-realised profits and losses generated in the context of trading assets are<br />
entered under the trading result in the profit and loss account.<br />
> 18 Financial assets<br />
Financial assets are evaluated as Available-for-Sale financial instruments. They are initially measured at their<br />
acquisition cost. In the context of stock acquisitions, loans granted were granted below the standard interest<br />
level. The amount resulting from the discontinuation with the standard interest was taken into account with<br />
the acquisition cost. The proportional write-up over the life of the loan is recognised in the financial<br />
investments result.<br />
The subsequent assessment is made at fair value, if this can be measured reliably. Changes in market value<br />
for financial assets are disclosed in the revaluation reserve and only flow into the result when a profit or loss<br />
is realised. If it is not possible to reliably measure a fair value, they are entered in the accounts at their<br />
acquisition cost. They are written down to the lower fair value in the event of anticipated lasting impairment<br />
losses. The discounted expected future payment inflows are used to determine the fair value. Write-ups are<br />
applied in the absence of grounds for impairment. Interest income and allowances as well as write-ups are<br />
entered in the financial investments results.<br />
60
Notes to consolidated accounts <strong>2007</strong><br />
> 19 Tangible assets<br />
Tangible assets are entered in the accounts at their carried-forward acquisition cost, reduced by scheduled<br />
straight-line write-offs corresponding to the expected useful life. The write-off period for tangible assets<br />
corresponds to the predicted useful life within the firm, which may be shorter than the economic useful life<br />
and is between three and ten years. In the event of expected lasting impairments, write-downs are<br />
undertaken. In the absence of grounds for impairments, write-ups corresponding to the maximum level of<br />
carried-forward acquisition costs are undertaken. Write-offs of tangible assets are accounted for in general<br />
administrative expenditure. The acquisition of tangible assets of low item-value, for reasons of materiality, is<br />
entered under administrative expenditure with an effect on the profit and loss during the year of acquisition.<br />
> 20 Intangible assets<br />
Intangible assets include rights, particularly rights of use and proprietary claims for proceeds, and to a lesser<br />
extent software. They are accounted for at acquisition or construction costs carried forward and reduced by<br />
scheduled straight-line write-offs. The underlying useful life for rights corresponds to between 10 (rights of<br />
use) and 50 years (claims for proceeds / development rights) and for software between two and three years.<br />
The remaining useful life on the accounting date is 5-10 years for rights of use and 43 years for claims for<br />
proceeds. The valuations of rights and write-off methods are verified at least once a year. In the context of<br />
the application of the Impairment Test according to IAS 36, the book value is set against the attainable<br />
proceeds. The attainable amount is the higher of the two amounts out of the net disposal price and the<br />
value of use of an asset. The value of use is the cash value of the estimated future cash flow. When<br />
determining the value of use, forecasts are based on reliable, defensible assumptions (best estimates). The<br />
interest rate used to determine the cash value is 15.5% or 14.5%. Scheduled write-offs and impairments are<br />
entered under write-offs and allowances for tangible and intangible assets.<br />
Significant items are the rights of use held by Janosch film & medien <strong>AG</strong> relating to copyright to the Janosch<br />
characters, with a book value of EUR 6,921k, and the film rights to the Janosch characters held by Papa<br />
Löwe GmbH, with a book value of EUR 498k on the accounting date.<br />
> 21 Other assets<br />
Other assets essentially include delivery claims for shares from corporate actions if they are not entered in<br />
the trade register and other delivery claims for securities and other assets. They are entered in the accounts<br />
at their acquisition cost as carried forward. Furthermore, reserves held in the form of real estate are<br />
included. These are measured with the lower of the two amounts out of the acquisition or production costs<br />
and the net disposal value. The net disposal value is the estimated sales proceeds achievable in normal<br />
course of business, minus the estimated costs to completion and the estimated marketing costs.<br />
> 22 Assets held for sale<br />
Assets that were originally intended to serve the company‟s purpose in the long term, and for which the<br />
company management has taken a binding decision to sell before the accounting date, are disclosed<br />
separately in the balance sheet as assets held for sale. Assets held for sale are evaluated at fair value minus<br />
any disposal costs still accruing. On the accounting date the holding in TradeCross <strong>AG</strong> was disclosed as an<br />
asset held for sale.<br />
61
23 Liabilities<br />
Liabilities are evaluated at their redemption or nominal amount. Liabilities with credit institutes include a<br />
bank loan taken out by Janosch film & medien <strong>AG</strong> to finance Janosch rights, share delivery liabilities<br />
stemming from subscriptions by credit institutes for capital increases of issues managed by us, liabilities<br />
relating to commissions, and a current account.<br />
> 24 Trading liabilities<br />
Trading liabilities include delivery obligations from short sales of securities, insofar as they serve trading<br />
purposes, negative fair values of derivative trade instruments and early deliveries of issues backed by<br />
securities lending. Trading liabilities are basically accounted for at their fair value. This does not apply to<br />
early deliveries of issues that are set against delivery claims towards issuers. They are entered at the issue<br />
price, which corresponds to the fair value. All realised and non-realised profits and losses occurring in the<br />
context of trading liabilities are entered under the trading result in the profit and loss account.<br />
> 25 Provisions<br />
Provisions are disclosed in accordance with IAS 37 for liabilities whose amounts and due dates are uncertain.<br />
A provision should only be entered if:<br />
the company has a current (legal or de facto) obligation due to a past event,<br />
it is likely that an outflow of resources embodying economic benefits will be required to fulfil the<br />
obligation and<br />
a reliable estimation of the amount of the liability is possible.<br />
> 26 Other liabilities<br />
In addition to liabilities from deliveries and services, income tax on wages and salaries and social security<br />
contributions, other liabilities include accrued liabilities according to IAS 37. This includes future expenditure<br />
which is uncertain in terms of amounts or due dates but whose uncertainty is less significant than in the<br />
case of provisions. Liabilities from outstanding invoices for received deliveries and services and short-term<br />
liabilities with employees stemming from holiday or commission claims are covered by this category. Accrued<br />
liabilities are entered at the amount of the expected claim.<br />
> 27 Equity<br />
Subscribed capital<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>‟s share capital is disclosed in the subscribed capital<br />
Capital reserves<br />
Under capital reserves, the amount is indicated that is realised when shares are issued for more than their<br />
nominal value. Profits or losses resulting from transactions in the company‟s own shares are also recognised<br />
directly in the capital reserves.<br />
Revenue reserves<br />
Revenue reserves are made up of other reserves, reserves for first-time application and the revaluation<br />
reserves.<br />
62
Notes to consolidated accounts <strong>2007</strong><br />
Minority interests<br />
Minority interests in the equity of subsidiaries are disclosed as a separate item in the equity.<br />
> 28 Taxes on income<br />
Taxes on income are evaluated and entered in the accounts according to IAS 12. Deferred taxes are<br />
determined according to the temporary concept relating to the balance sheet. According to this concept, the<br />
valuation of assets and liabilities is compared in the balance sheet with valuations that are the taxation basis<br />
of the associated company concerned. If differences in these valuations are not lasting but only result in<br />
temporary value differences, deferred tax assets or deferred tax liabilities should be taken into account in<br />
this context. The tax rates that are likely to apply at the time of the reversal of the value difference are used<br />
to calculate deferred taxes. Deferred tax assets are entered if it is likely that the future tax advantage can be<br />
utilised. The uncertainty surrounding the future utilisation of the tax advantage is taken into account by<br />
safety deductions. On this basis, tax losses carried forward for Janosch film & medien <strong>AG</strong>, Fonterelli GmbH &<br />
Co. KGaA and the land development company “Am Schönberg“ GmbH were only taken into account for an<br />
amount that is highly likely to be used within a clear period of three years. No deferred tax assets were<br />
entered for corporation tax losses carried forward for Janosch film & medien <strong>AG</strong>, Fonterelli GmbH & Co.<br />
KGaA and the London branch amounting to EUR 22,687k.<br />
> 29 Leases<br />
A distinction is made between finance leases and operating leases according to IAS 17. A lease is classified<br />
as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is<br />
classified as an operating lease, on the other hand, if it does not transfer substantially all the risks and<br />
rewards incidental to ownership.<br />
All the firms included in the consolidated accounts are lessees and the existing leasing relationships are<br />
classified as operating leases. The leasing property is therefore not entered in the balance sheet accounts;<br />
the leasing rates are considered as rental expenditure and included under administrative expenditure.<br />
> 30 Government grants and government assistance<br />
Public subsidies are granted to <strong>VEM</strong> in the form of film promotion resources. Film promotion loans are<br />
accrued on the liabilities side at the time of payment. Conditional redeemable loans are included under other<br />
operating income if redemption is unlikely due to the expected occurrence of condition subsequent. In the<br />
financial year there were no government grants or assistance. A remaining outstanding instalment of EUR<br />
157k from film promotion resources granted in the previous year has been entered under other assets.<br />
Altogether grants totalling EUR 2,334k are entered under contingent liabilities.<br />
63
31 Details on the cash flow statement<br />
The cash flow statement is determined according to the indirect method and presents the origin and use of<br />
financial resources as well as the increase/decrease of cash and cash equivalents during the reporting<br />
period. Cash and cash equivalents include receivables from credit institutes and cash reserves and contain<br />
EUR 161k from TradeCross <strong>AG</strong>.<br />
During the financial year the land development company “Am Schönberg“ GmbH was purchased and<br />
incorporated into the consolidated accounts for the first time. The fair values for assets and liabilities were<br />
as follows:<br />
In EUR „000 Book value Fair value<br />
Receivables from credit institutes 5 5<br />
Customer receivables 2 2<br />
Tangible assets 10 10<br />
Income tax assets 0 336<br />
Other assets 2,087 2,932<br />
Liabilities with credit institutes -1,877 -1,877<br />
Customer liabilities -459 -459<br />
Income tax liabilities 0 -336<br />
Other liabilities -669 -669<br />
Minority interests 3 3<br />
Owner‟s equity -898 -53<br />
Goodwill 86<br />
Purchase costs 33<br />
The purchase costs consisted of the transfer of a partial debenture with a fair value of EUR 1,611k and a<br />
payment of EUR 3k. Incidental acquisition costs were incurred of EUR 9k. In addition to the shares in the<br />
company, receivables from the company with a fair value of EUR 1,590k were also acquired.<br />
Purchase costs<br />
In EUR „000<br />
Partial debenture, evaluated at fair value 1,611<br />
Cash payment 3<br />
Acquired receivables -1,590<br />
Costs directly attributable to the acquisition of the company 9<br />
Total 33<br />
Cash outflow by acquisition of the company<br />
In EUR „000<br />
Means of payment acquired with the subsidiary 5<br />
Minus means of payment paid out -12<br />
Outflow through the acquisition of the company -7<br />
64
Notes to consolidated accounts <strong>2007</strong><br />
Interest and dividends from ordinary activities included in the cash flow<br />
In EUR „000 <strong>2007</strong> 2006<br />
Interests and dividends received 966 727<br />
Interest paid -324 -365<br />
Total 642 362<br />
In the context of Janosch film & medien <strong>AG</strong>‟s listing on the stock market, stocks were realised amounting to<br />
2.6% at a price of EUR 89k. The realisation price was fully settled with payment instruments. The profit in<br />
the group amounted to EUR 78k.<br />
Of the cash and cash equivalents at the end of the period, EUR 1,871k are pledges as securities for <strong>VEM</strong><br />
liabilities and are not immediately freely available.<br />
> 32 Information about segment reporting<br />
Segment reporting is carried out on the basis of business segments that correspond to the organisational<br />
structure of the <strong>VEM</strong> group. The main sub-activities are divided into four segments subject to reporting<br />
requirements.<br />
Issues business<br />
<strong>VEM</strong> <strong>Aktienbank</strong> advises firms within the context of their planned or existing listing, structures corporate<br />
actions, obtains securities from issues and places them with investors.<br />
Trading / Designated Sponsoring<br />
<strong>VEM</strong> <strong>Aktienbank</strong> deals with market and off-market trading in securities and derivatives in its own name both<br />
for its own account and for the account of third parties, and it acts as an agent in this type of business. <strong>VEM</strong><br />
<strong>Aktienbank</strong> is also committed, for certain securities in the electronic Xetra trade, to quoting buying / selling<br />
prices on a minimum level specified by the stock exchange and thus determining the liquidity of these<br />
securities (Designated Sponsoring).<br />
Media utilisation<br />
Through the Janosch Group, <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> carries out the comprehensive utilisation of a large part of<br />
the “Janosch” body of work. “Janosch” is one of the best-known authors of children‟s books in Germany and<br />
has produced a wide range of different works. This utilisation covers the fields of licensing, claims for<br />
proceeds and film production.<br />
Land development<br />
With the land development company “Am Schönberg” GmbH, <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> carries out the<br />
preparation, development and commercialisation of land in Wenzenbach<br />
For these segments, the directly and indirectly attributable expenditure and income are included in the<br />
segment result and the additional necessary details are provided.<br />
Other non-essential sub-activities and central functions which are neither directly nor reasonably indirectly<br />
transferable are included in Other / Consolidation for the transfer to consolidated figures.<br />
65
<strong>VEM</strong> <strong>Aktienbank</strong> essentially provides its services in Germany for domestic customers. No secondary<br />
geographical segmenting is therefore provided at present.<br />
Balance sheet details<br />
> 33 Cash reserves<br />
In EUR „000 <strong>2007</strong> 2006<br />
Cash 6 6<br />
Total 6 6<br />
> 34 Receivables from credit institutes<br />
In EUR „000 <strong>2007</strong> 2006<br />
Due at call 19,547 17,346<br />
With agreed term 7,551 19,829<br />
Total 27,098 37,175<br />
In EUR „000 <strong>2007</strong> 2006<br />
Credit institutes in Germany 24,326 31,007<br />
Credit institutes abroad 2,772 6,168<br />
Total 27,098 37,175<br />
Cash in bank amounting to EUR 500k was pledged as a security for liabilities recorded in the balance sheet.<br />
For further obligations, further cash in bank amounting to EUR 1,371k was pledged as a security.<br />
> 35 Customer receivables<br />
In EUR „000 <strong>2007</strong> 2006<br />
Receivables from services 2,987 2,337<br />
Other receivables 905 482<br />
Total 3,892 2,819<br />
Receivables from services relate mainly to commissions stemming from services provided within the<br />
framework of issues and consultancy work. All other receivables stem from payment obligations of<br />
customers for the settlement of commercial transactions.<br />
> 36 Credit volumes and development of provision for risks<br />
In EUR „000 01/01/<strong>2007</strong> Additions Release Consumption 31/12/2006<br />
Receivables<br />
from credit<br />
institutes<br />
66<br />
37,175 - - - 27,098<br />
Customer 2,819 - - - 3,892
eceivables<br />
Provision for<br />
risks<br />
Notes to consolidated accounts <strong>2007</strong><br />
-222 -323 39 231 -275<br />
Total 39,772 -323 39 231 30,715<br />
> 37 Trading assets<br />
In EUR „000 <strong>2007</strong> 2006<br />
Shares and other non-fixed-interest-rate securities<br />
Shares 9,553 14,104<br />
Bonds and investment shares 6,341 547<br />
Of which:<br />
Negotiable securities<br />
listed 9,687 9,729<br />
unlisted 823 634<br />
Total 15,894 14,651<br />
> 38 Financial assets<br />
In EUR „000 <strong>2007</strong> 2006<br />
Holdings 2,342 1,688<br />
Equity-method investments 253 273<br />
Shares and other non-fixed-interest-rate securities 1,377 1,140<br />
Loans in connection with shares purchase 441 0<br />
Bonds and other fixed-interest-rate securities 94 480<br />
Total 4,507 3,581<br />
The financial assets comprise two loans amounting to EUR 441k, which were awarded in connection with the<br />
purchase of shares in a holding through Fonterelli GmbH & Co. KGaA.<br />
The fair values of the financial assets correspond to the book values.<br />
67
The <strong>VEM</strong> group possesses the following major holdings in non-consolidated firms:<br />
In EUR „000<br />
68<br />
Holding<br />
share<br />
Balancesheet<br />
equity Result*<br />
EquityStory <strong>AG</strong>, Munich 9% 8,161 1,836<br />
* Year-end accounts on 31 December <strong>2007</strong><br />
> 39 Tangible assets<br />
Tangible assets developed as follows during the financial year:<br />
In EUR „000 <strong>2007</strong> 2006<br />
Acquisition / production costs<br />
Status 01/01 808 788<br />
Inflows 76 171<br />
Changes in consolidated group 0 10<br />
Outflows -136 -161<br />
Repostings 0 0<br />
In EUR „000 <strong>2007</strong> 2006<br />
Status 31/12 748 808<br />
Depreciations<br />
Status 01/01 514 541<br />
Current write-offs 122 133<br />
Write-ups during reporting year 0 0<br />
Outflows -136 -160<br />
Repostings 0 0<br />
Status 31/12 500 514<br />
Book values<br />
Status 31/12 of previous year 294 247<br />
Status 31/12 of reporting year 249 294<br />
No grounds for write-downs have been identified. No write-ups based on previous impairments were applied<br />
during the reporting year.
40 Intangible assets<br />
Notes to consolidated accounts <strong>2007</strong><br />
The intangible assets developed as follows during the financial year:<br />
In EUR „000 <strong>2007</strong> 2006<br />
Acquisition / production costs<br />
Status 01/01 11,589 165<br />
Inflows 245 1<br />
Changes in consolidated group 0 11,518<br />
Outflows -105 -95<br />
Repostings 0 0<br />
Status 31/12 11,729 11,589<br />
Depreciations<br />
Status 01/01 3,861 120<br />
Current write-offs 417 3,836<br />
Write-ups during reporting year 0 0<br />
Outflows -105 -95<br />
Repostings 0 0<br />
Status 31/12 4,173 3,861<br />
Book values<br />
Status 31/12 of previous year 7,728 45<br />
Status 31/12 of reporting year 7,556 7,728<br />
Intangible assets underwent an impairment test according to IAS 36. The goodwill from the purchase of<br />
shares in the land development company “Am Schönberg“ GmbH, amounting to EUR 86k, was completely<br />
written off.<br />
> 41 Income tax assets<br />
In EUR „000 <strong>2007</strong> 2006<br />
Actual taxes 1,408 578<br />
Deferred taxes 772 1,326<br />
Total 2,180 1,904<br />
In the deferred taxes, EUR 739k account for tax-loss carry-forward<br />
69
42 Other assets<br />
In EUR „000 <strong>2007</strong> 2006<br />
Delivery claims for shares from corporate actions 2,851 1,500<br />
Delivery claims for other securities 0 629<br />
Other assets 4,790 323<br />
Total 7,501 2,452<br />
The other assets contain reserves amounting to EUR 3,535k held in the form of real estate. Of this, real<br />
estate with a book value of EUR 1.019k is pledged for third-party liabilities. Real estate with a book value of<br />
EUR 900k is pledged as security for the performance of construction work. Furthermore the other assets<br />
contain the premium and valuation adjustments for an interest-rate hedging instrument totalling EUR 13k.<br />
> 43 Liabilities with credit institutes<br />
In EUR „000 <strong>2007</strong> 2006<br />
Due at call 4,584 1,623<br />
With agreed term 4,269 4,963<br />
Total 8,853 6,586<br />
In EUR „000 <strong>2007</strong> 2006<br />
Credit institutes in Germany 5,764 6,369<br />
Credit institutes abroad 3,089 217<br />
Total 8,853 6,586<br />
A long-term loan amounting to EUR 4,900k with a term of 30 April 2015 is associated with variable interest<br />
rates. The interest rate adjustment dates are 30 April and 30 October each year. The interest rate<br />
adjustment risk is limited by an additional interest rate limiting transaction in the form of a maximum<br />
interest rate agreement until 30 April 2009. The positive valuation difference of EUR 9k is disclosed minus<br />
deferred taxes amounting to EUR 5k in the equity (cash-flow hedge).<br />
> 44 Customer liabilities<br />
In EUR „000 <strong>2007</strong> 2006<br />
Customers in Germany 15,521 23,229<br />
Customers abroad 978 920<br />
Of which due at call 15,875 24,149<br />
Total 16,499 24,149<br />
70
45 Trading liabilities<br />
Notes to consolidated accounts <strong>2007</strong><br />
In EUR „000 <strong>2007</strong> 2006<br />
Delivery obligations from security sales 1,744 1,540<br />
Negative fair values of derivative financial instruments 133 187<br />
Advance deliveries of issues 1,466 1,000<br />
Total 3,343 2,727<br />
A non-hedging interest-rate swap transaction for an amount of EUR 3,000k was decided upon during the<br />
financial year 2006 for an amount of EUR 3,000k and a due date of 24 March 2015, which had a market<br />
value of EUR -131k on the accounting date. The market value of the financial instrument was determined by<br />
means of internal calculation models.<br />
> 46 Provisions<br />
In EUR „000 01/01/<strong>2007</strong> Additions Release Consumption 31/12/<strong>2007</strong><br />
Legal and<br />
consultancy<br />
costs<br />
Costs of<br />
litigation<br />
288 0 250 38 0<br />
115 158 0 0 273<br />
Other provisions 75 0 0 61 14<br />
Total 478 158 250 99 287<br />
Legal and consultancy costs relate to forecast costs for the enforcement of the bank‟s existing claims with<br />
third parties or for the prevention of unjustified claims made against the bank. Costs of litigation relate to<br />
the costs incurred for the legal enforcement or prevention of such claims.<br />
> 47 Income tax liabilities<br />
In EUR „000 <strong>2007</strong> 2006<br />
Actual taxes 0 80<br />
Deferred tax liabilities 536 419<br />
Total 536 499<br />
EUR 120k of deferred tax liabilities were settled directly against equity.<br />
71
48 Other liabilities<br />
In EUR „000 <strong>2007</strong> 2006<br />
Accrued liabilities 2,339 1,339<br />
Other liabilities 1,009 2,474<br />
Total 3,348 3,813<br />
Other liabilities essentially include liabilities from income tax on wages and salaries, deliveries and services.<br />
> 49 Equity<br />
Subscribed capital<br />
In EUR „000 or units <strong>2007</strong> 2006<br />
Subscribed capital 9,675 9,675<br />
No-par-value bearer shares 9,675,000 9,675,000<br />
The proportionate amount of share capital allocated to each share amounts to EUR 1.00 per share.<br />
Authorised capital<br />
In EUR „000 or units <strong>2007</strong> 2006<br />
Authorised capital 4,837.5 4,837.5<br />
No-par-value bearer shares 4,837,500 4,837,500<br />
The board of directors is authorised, with the approval of the supervisory board, to increase the share<br />
capital until 23 August 2011 by issuing new ordinary shares in the form of individual share certificates in<br />
return for cash and/or non-cash capital contributions in one or several turns up to a total amount of<br />
4,837,500.00 euros (2006 authorised capital).<br />
Insofar as the shareholders are granted a subscription right, the shares can also be offered to a credit<br />
institute or a firm acting according to § 53 para. 1 p. 1 or § 53 b para. 1 p. 1 or para. 7 of the German<br />
Banking Act KWG with the obligation of offering them to the shareholders for purchase (indirect subscription<br />
right). The board of directors is authorised, with the approval of the supervisory board, to decide upon the<br />
exclusion of the subscription right of the shareholder. The subscription right may be excluded in particular in<br />
the following cases:<br />
a) to exclude maximum amounts from the shareholders‟ subscription right,<br />
b) in the context of capital increases in return for non-cash capital contributions, particularly in the form of<br />
firms and parts of firms or other assets,<br />
c) in the context of capital increases in return for cash capital contributions if the share issue amount is not<br />
significantly lower than the market price and the shares issued and excluded from the subscription right<br />
do not exceed a total of 10% of the share capital,<br />
d) to issue employee shares to the employees of the company and its associated firms and<br />
e) to grant holders of conversion or option bonds issued by the company a subscription right for new<br />
shares to the level which they would be granted after the exercising of their conversion or option right<br />
but only if the shares cannot already be granted on the basis of a conditional capital.<br />
72
Notes to consolidated accounts <strong>2007</strong><br />
Authorised capital<br />
In EUR „000 or units <strong>2007</strong> 2006<br />
Authorised capital 4,837.5 1,935<br />
No-par-value bearer shares 4,837,500 1,935,000<br />
The share capital is increased by up to EUR 4,837,500.00 divided into up to 4,837,500 no-par-value shares<br />
(<strong>2007</strong> conditional capital). The conditional capital increase is only completed to the extent that the holders of<br />
conversion and / or option bonds issued by the company or its direct or indirect subsidiaries on the basis of<br />
the authorisation decision of the general meeting of 21 May <strong>2007</strong> in return for cash make use of their<br />
conversion or option rights or the holders of conversion bonds fulfil their conversion obligation in so far as<br />
own shares are not used as a condition. The new shares shall participate in the profit from the beginning of<br />
the financial year in which they are created by the exercising of conversion or option rights or by the<br />
fulfilment of conversion obligations. The board of directors is authorised, with the agreement of the<br />
supervisory board, to determine further details of the conditional capital increase and its implementation.<br />
(46) Own shares<br />
The company possessed no own shares on 31 December <strong>2007</strong>.<br />
Within the framework of the securities trading business subject to disclosure and in accordance with § 71<br />
para. 1 No. 7 of the German Stock Corporation Act AktG, the company acquired 846,000 own shares at the<br />
respective current rates of the day, at an average price of EUR 5.29 each and disposed of 962,544 own<br />
shares at an average sale price of EUR 5.48 each in order to guarantee the liquidity of the market in its<br />
shares. The profits or losses were directly included in the equity capital in accordance with IAS 32 and 33.<br />
The highest daily amount of own shares stood at 197,642 shares during the reporting period (corresponding<br />
to an amount of EUR 197,642.00 euros or 2.02% of the share capital).<br />
Amounts in EUR<br />
Number of<br />
shares<br />
Proportion of<br />
share capital Share capital<br />
Proportion of<br />
share capital<br />
Shareholding on 01/01/<strong>2007</strong> 116,544 116,544.00 9,675,000.00 1.20%<br />
Adjustment of capital increase<br />
from company resources<br />
846,000 846,000.00<br />
<strong>2007</strong> purchases -962,544 -962,544.00<br />
<strong>2007</strong> sales 0 0 9,675,000.00 0%<br />
Shareholding on 31/12/<strong>2007</strong> 103,044 103,044.00 9,675,000.00 1.07%<br />
73
51 Maturity breakdown<br />
In EUR „000<br />
on 31/12/<strong>2007</strong><br />
Receivables from credit<br />
institutes<br />
74<br />
Due at<br />
call<br />
Up to 3<br />
months<br />
3<br />
months<br />
to 1 year<br />
1 to 5<br />
years<br />
More<br />
than<br />
5 years Total<br />
19,547 7,551 0 0 0 27,098<br />
Customer receivables 2,098 253 1,540 0 0 3,891<br />
Trading assets 12,528 3,312 54 0 0 15,894<br />
Financial assets 3,413 399 0 48 647 4,507<br />
Income tax assets 0 0 1,498 681 0 2,180<br />
Other assets 3,022 36 57 4,384 2 7,501<br />
Total 40,608 11,551 3,149 5,113 649 61,070<br />
Liabilities with credit institutes 4,494 0 859 2,500 1,000 8,853<br />
Customer liabilities 15,875 0 624 0 0 16,499<br />
Trading liabilities 3,213 6 19 65 41 3,344<br />
Provisions 12 2 274 0 0 288<br />
Income tax liabilities 0 0 91 445 0 536<br />
Other liabilities 1,885 897 523 43 0 3,348<br />
Total 25.479 905 2,390 3,053 1,041 32,868<br />
In EUR „000<br />
ON 31/12/2006<br />
Receivables from credit<br />
institutes<br />
Due at<br />
call<br />
Up to 3<br />
months<br />
3<br />
months<br />
to 1 year<br />
1 to 5<br />
years<br />
More<br />
than<br />
5 years Total<br />
17,346 19,829 0 0 0 37,175<br />
Customer receivables 2,125 386 294 14 0 2,819<br />
Trading assets 9,727 4,924 0 0 0 14,651<br />
Financial assets 2,728 569 10 274 0 3,581<br />
Income tax assets 0 0 1,437 467 0 1,904<br />
Other assets 1,557 40 225 630 0 2,452<br />
Total 33,483 25,748 1,966 1,385 0 62,582<br />
Liabilities with credit institutes 1,623 0 563 2,900 1,500 6,586<br />
Customer liabilities 24,149 0 0 0 0 24,149<br />
Trading liabilities 2,540 6 20 94 67 2,727<br />
Provisions 0 75 403 0 0 478<br />
Income tax liabilities 0 80 0 419 0 499<br />
Other liabilities 2,337 1,006 416 54 0 3,813<br />
Total 30,649 1,167 1,402 3,467 1,567 38,252
Notes to consolidated accounts <strong>2007</strong><br />
The maturity breakdown shows the capacity of the bank to fulfil its payment obligations. In certain cases<br />
this may call for an early disposal of assets. The classification of assets according to maturities is based on<br />
their disposability rather than the existing disposal intention.<br />
Details on profit and loss account<br />
> 52 Interest result<br />
In EUR „000 <strong>2007</strong> 2006<br />
Interest received from<br />
Credit- and financial-market transactions 961 688<br />
Shares and other non-fixed-interest-rate securities 5 21<br />
Interest payable for<br />
Certified liabilities 0 0<br />
Others -324 -365<br />
Total 642 344<br />
The interest result is produced entirely from the evaluation categories Loans and Receivables and Available<br />
for Sale. The item does not contain any returns from impaired financial assets.<br />
> 53 Commissions result<br />
In EUR „000 <strong>2007</strong> 2006<br />
Commissions received from<br />
Issues business 4,304 12,118<br />
Trading 2,526 1,828<br />
Other consultancy business 1,359 4,409<br />
Commissions paid -1,553 -7,653<br />
Total 6,636 10,702<br />
The provisions result does not contain any returns or expenditures relating to financial assets or financial<br />
liabilities that are not evaluated at fair value through profit or loss.<br />
> 54 Trading result<br />
In EUR „000 <strong>2007</strong> 2006<br />
Realised trading result 1,914 4,237<br />
Non-realised trading result (balance of write-ups and write-downs) -383 -1,390<br />
Total 1,531 2,847<br />
75
55 Financial assets result<br />
In EUR „000 <strong>2007</strong> 2006<br />
Interest income from fixed-interest-rate securities 15 17<br />
Financial assets adjustment -125 -45<br />
Financial assets write-up 31 0<br />
PowerLED GmbH equity-method evaluation -19 0<br />
financial.de <strong>AG</strong> write-up 0 143<br />
financial.de revenue 289 0<br />
financial.de result 446 0<br />
Negative difference from capital consolidation of Janosch <strong>AG</strong> 0 355<br />
Janosch film & medien <strong>AG</strong> partial deconsolidation result 78 0<br />
Total 715 470<br />
The financial assets adjustment relates mainly to shares and other non-fixed interest rate securities.<br />
> 56 Administrative expenditure<br />
In EUR „000 <strong>2007</strong> 2006<br />
Staff expenditure<br />
76<br />
Wages and salaries 3,542 3,947<br />
Social security contributions 242 231<br />
Expenditure for pension schemes and support 39 26<br />
Other administrative expenditure 2,183 2,414<br />
Total 6,006 6,618<br />
The other administrative expenditure includes operating leases amounting to EUR 380k.<br />
> 57 Write-offs and allowances for intangible and tangible assets<br />
In EUR „000 <strong>2007</strong> 2006<br />
Write-offs and allowances<br />
Tangible assets 122 133<br />
Software 61 27<br />
Rights 270 3,809<br />
Business value or goodwill 86 0<br />
Total 539 3,969<br />
> 58 Other operating income<br />
In EUR „000 <strong>2007</strong> 2006<br />
Janosch group sales revenue 2,332 5,744<br />
Other 892 1,931<br />
“Am Schönberg” inventory changes 1,447 0<br />
Total 4,671 7,675
Notes to consolidated accounts <strong>2007</strong><br />
The inventory changes concern construction work in connection with the land preparation undertaken by the<br />
land development company “Am Schönberg“ GmbH.<br />
> 59 Other operating expenditure<br />
In EUR „000 <strong>2007</strong> 2006<br />
Material expenditure, services relating to Janosch group 2,549 2,097<br />
Special payment<br />
Compensatory Fund of Securities Trading Companies (EdW)<br />
698 0<br />
Other 97 1<br />
Total 3,344 2,098<br />
> 60 Total operating income<br />
In EUR „000 <strong>2007</strong> 2006<br />
Interest result 642 344<br />
Commissions result 6,636 10,702<br />
Trading result 1,531 2,847<br />
Other operating income / expenditure 1,327 5,577<br />
Total 10,136 19,470<br />
> 61 Provision for risks<br />
In EUR „000 <strong>2007</strong> 2006<br />
Additions to provisions for risks 323 129<br />
Release of provisions for risks -39 -20<br />
Total 284 109<br />
> 62 Taxes on income<br />
In EUR „000 <strong>2007</strong> 2006<br />
Actual taxes -1,893 3,145<br />
Deferred taxes 128 -192<br />
Total -1,765 2,953<br />
Until 31 December <strong>2007</strong>, public companies in Germany are liable to corporation tax amounting to 25% and a<br />
solidarity surcharge of 5.5% of the corporation tax. A municipal trade tax is also applied, which is deductible<br />
when the corporation tax is determined. From 1 January 2008, public companies in Germany are liable to<br />
corporation tax amounting to 15% and a solidarity surcharge of 5.5% of the corporation tax. A municipal<br />
trade tax is also applied, which is no longer deductible when the corporation tax is determined.<br />
Taking into account the municipal percentage for trade tax, <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> is liable to a trade tax of<br />
19.68% and with the deductibility of the trade tax, an overall tax rate of 40.86%, which is unchanged<br />
compared with the previous year. From 1 January 2008, an overall tax rate of 32.98% is applicable.<br />
77
In EUR „000 <strong>2007</strong> 2006<br />
Result before tax 4,022 9,244<br />
Applicable tax rate 40.86% 40.86%<br />
Forecast taxes on income 1,643 3,777<br />
Tax effects from<br />
78<br />
Tax-free income -278 14<br />
Non-deductible expenditure 14 96<br />
Permanent differences 136 -123<br />
Aperiodic effects -42 -277<br />
Tax losses carried forward -79 -360<br />
Unused losses carried forward 361 0<br />
Varying tax rates 10 -7<br />
Other 0 -2<br />
2006 adjustment 0 -165<br />
Disclosed taxes on income 1,765 2,953<br />
> 63 Discontinued operation<br />
<strong>VEM</strong>‟s management decided during the <strong>2007</strong> financial year to abandon the two-brand strategy and, on 5<br />
September <strong>2007</strong>, signed a letter of intent for the sale of TradeCross <strong>AG</strong>. In January 2008, the sales contract<br />
was concluded for all the TradeCross <strong>AG</strong> shares, with effect from 31 March 2008. TradeCross <strong>AG</strong> specialises<br />
in public offerings without securities prospectuses and represents a part of the business segment issues<br />
business. TradeCross <strong>AG</strong> is classified as a group of assets held for sale.<br />
The TradeCross <strong>AG</strong> result is as follows:<br />
In EUR „000 <strong>2007</strong> 2006<br />
Interest result 11 31<br />
Commissions result 47 417<br />
Administrative expenditure -68 -366<br />
Other operating income 22 36<br />
Other operating expenditure -4 0<br />
Provision for risks 0 -15<br />
Results from ordinary business activities<br />
from the discontinued operation<br />
10 103<br />
Taxes on income -3 -38<br />
Result after taxes from the discontinued operation 7 65<br />
The main groups of assets and liabilities of TradeCross <strong>AG</strong>, classified as held for sale, were made up as<br />
follows on 31 December <strong>2007</strong>:
Notes to consolidated accounts <strong>2007</strong><br />
In EUR „000 <strong>2007</strong> 2006<br />
Assets<br />
Receivables from credit institutes 161 1,232<br />
Customer receivables 51 211<br />
Income tax assets 42 0<br />
Others 0 2<br />
Assets held for sale 254 1,445<br />
Liabilities<br />
Customer liabilities -39 -1<br />
Income tax liabilities -5 -92<br />
Other liabilities -45 -92<br />
Liabilities that are in direct connection with assets<br />
classified as held for sale<br />
-89 -185<br />
Assets that are in direct connection with the disposal group 165 1,260<br />
The net cash flows of TradeCross <strong>AG</strong> are as follows:<br />
In EUR „000 <strong>2007</strong> 2006<br />
From ordinary business activities 14 -72<br />
From financing activities -1,086 0<br />
Net cash flows -1,072 -72<br />
> 64 Earnings per share<br />
In EUR „000 <strong>2007</strong> 2006<br />
<strong>Annual</strong> surplus 2,249 6,057<br />
Average number of shares 9,585,654 9,607,895<br />
Earnings per share in EUR 0.23 0.63<br />
From continuing operations<br />
In EUR „000 <strong>2007</strong> 2006<br />
<strong>Annual</strong> surplus 2,242 5,992<br />
Earnings per share in EUR 0.23 0.62<br />
79
Other details<br />
> 65 Contingent liabilities and other liabilities<br />
In EUR „000 <strong>2007</strong> 2006<br />
Contingent liabilities 4,919 3,339<br />
Other liabilities<br />
80<br />
Delivery liabilities from securities lending 6,987 18,318<br />
Office rental agreements 851 1,109<br />
Buy-back of securities 0 700<br />
Other liabilities 524 569<br />
Total 13,281 24,035<br />
Contingent liabilities concern on the one hand existing redemption obligations for film promotion loans<br />
received and recognised in current earnings, and conditionally redeemable subcontractor services. The<br />
occurrence of requirements for possible redemption is not expected. They also include the liability from the<br />
provision of securities for third-party liabilities. Land charges with a nominal value of EUR 1,580k were<br />
created and possibly surrendered to secure liabilities of the former parent company of an affiliated company.<br />
Office rental agreements relate to the bank‟s business premises; they were extended by a further 5 years in<br />
October 2006. In <strong>2007</strong>, additional office space was rented with the same term. Other obligations stem<br />
mainly from rental, leasing, maintenance and usage agreements for technical equipment, facilities and<br />
vehicles. The contractual terms are standard for the market.<br />
Maturity breakdown<br />
In EUR „000<br />
on 31/12/<strong>2007</strong><br />
Due at<br />
call<br />
Up to 3<br />
months<br />
3<br />
months<br />
to 1 year<br />
1 to 5<br />
years<br />
More<br />
than<br />
5 years Total<br />
Contingent liabilities 0 0 0 4,919 0 4,919<br />
Other liabilities<br />
Delivery liabilities from<br />
securities lending<br />
6,987 0 0 0 0 6,987<br />
Office rental agreements 0 0 65 786 0 851<br />
Other liabilities 0 511 0 13 0 524<br />
Total 6,987 511 65 5,718 0 13,281
Notes to consolidated accounts <strong>2007</strong><br />
> 66 Financial instruments<br />
The following table shows book values and fair values for all the financial instruments included in the<br />
consolidated accounts, including the financial instruments allocated in the discontinued operation.<br />
<strong>2007</strong> 2006<br />
In EUR „000 Book value Fair value Book value Fair value<br />
Financial assets<br />
Cash reserves 6 6 6 6<br />
Receivables from<br />
credit institutes<br />
27,098 27,098 37,175 37,175<br />
Customer receivables 3,892 3,892 2,819 2,819<br />
Trading assets 15,894 15,894 14,651 14,651<br />
Investments 4,507 4,507 3,581 3,581<br />
Financial liabilities<br />
Liabilities with<br />
credit institutes<br />
8,853 8,853 6,586 6,586<br />
Customer liabilities 16,499 16,499 24,149 24,149<br />
Trading liabilities 3,343 3,343 2,727 2,727<br />
The fair values were calculated in relation to the reporting date on the basis of the available market<br />
information.<br />
For securities handled on the stock markets and in the case of listed debt securities, reference is made to<br />
the quoted market price.<br />
In the case of receivables from credit institutes, customer receivables, liabilities with credit institutes and<br />
customer liabilities, there are no divergences between book value and fair value.<br />
With the evaluation of the trading assets and liabilities and investments, there are no differences between<br />
book value and fair value.<br />
81
The following table shows the classification of the book values of the financial instruments in the categories<br />
of the IAS 39.<br />
In EUR „000<br />
Financial assets<br />
82<br />
Held<br />
for<br />
Trading<br />
Loans and<br />
Receivabl<br />
es<br />
Availabl<br />
e for<br />
Sale<br />
Carriedforward<br />
acquisition<br />
costs Total<br />
Cash reserves 6 6<br />
Receivables from<br />
credit institutes<br />
27,098 27,098<br />
Customer receivables 3,892 3,892<br />
Trading assets 15,894 15,894<br />
Investments 4,507 4,507<br />
Other financial assets<br />
Total 15,894 30,990 4,507 6<br />
Financial liabilities<br />
Liabilities with<br />
credit institutes<br />
8,853 8,853<br />
Customer liabilities 16,499 16,499<br />
Trading liabilities 3,343 3,343<br />
Total 3,343 25,352<br />
The entries for the profit and loss account contain the following contributions to operating income from the<br />
categories of the IAS 39.<br />
In EUR „000 <strong>2007</strong> 2006<br />
Net result from financial assets or financial liabilities that are<br />
evaluated at fair value through profit or loss<br />
(Held for Trading)<br />
Net result from financial assets held for sale<br />
(Available for Sale)<br />
1,531 2,847<br />
715 470<br />
Net result from credits and receivables -284 -109<br />
Net results from financial liabilities that are evaluated<br />
at the carried-forward acquisition costs<br />
0 0
Notes to consolidated accounts <strong>2007</strong><br />
> 67 Related party disclosures<br />
Transactions with associated firms and individuals according to IAS 24 are generally carried out at market<br />
prices.<br />
In addition to expenses relating to their activities, each member of the supervisory board receives fixed<br />
compensation of an annual amount of EUR 5,000.00 (basic compensation) payable at the end of the<br />
financial year; the chairman receives EUR 6,500.00.<br />
Each member of the supervisory board receives a variable compensation in addition to the basic<br />
compensation. The variable compensation is dependent on the result of the company‟s normal business<br />
activities that is stated in the consolidated accounts drawn up by the company according to the IAS/IFRS<br />
(International Financial <strong>Report</strong>ing Standards). For every EUR 1,000,000.00 result declared for ordinary<br />
business activities before the deduction of the board of directors‟ performance-related compensation and the<br />
supervisory board‟s variable compensation, each supervisory board member receives the amount of EUR<br />
1,000.00. The variable compensation is payable after the approval of the consolidated accounts for the<br />
financial year concerned. If the company does not establish consolidated accounts during a financial year<br />
according to IAS/ IFRS, the supervisory board‟s variable compensation will be calculated for this financial<br />
year on the basis of the result of ordinary business activities that is stated in the annual statement published<br />
by the company. The variable compensation is payable in this case after the determination of the annual<br />
statement for the financial year concerned. The company reimburses each supervisory board member the<br />
turnover tax applied to their compensation. The company takes out liability insurance (D&O insurance) for<br />
the bodies of the company, including members of the supervisory board, with appropriate insurance<br />
amounts, and settles the corresponding premiums.<br />
The total compensation of the supervisory board amounted to EUR 28,500.00 euros for the financial year<br />
<strong>2007</strong>. This was distributed as follows between the individual members:<br />
<strong>2007</strong> 2006<br />
In EUR Fixed Variable Total<br />
Matthias Girnth, Chairman 6,500 4,000 10,500 15,500<br />
Olaf Posten, Deputy Chairman 5,000 4,000 9,000 14,000<br />
Dr. Alfred Krammer 5,000 4,000 9,000 14,000<br />
Total 16,500 12,000 28,500 43,500<br />
The members of the supervisory board did not receive any compensation or other benefits during the<br />
financial year <strong>2007</strong> for personal services provided. The supervisory board held 103,120 company shares on<br />
31 December <strong>2007</strong>.<br />
Each member of the board of directors receives a basic monthly salary which is payable at the end of each<br />
month after the application of statutory deductions. Each member also receives additional benefits, notably<br />
in the form of the use of company cars, insurance and other non-cash benefits. Each member of the board<br />
of directors also receives variable (performance-related) compensation. The variable compensation depends<br />
on the result of the company‟s ordinary business activities that is stated in the consolidated accounts drawn<br />
up by the company according to IAS/IFRS (International Financial <strong>Report</strong>ing Standards).<br />
83
The company‟s general meeting of 23 August 2006 decided that the individualised statements of the board<br />
of directors‟ compensation will not be disclosed for five years, that is the period from <strong>2007</strong> to 2010.<br />
No advances or credits were granted either to board of directors‟ or to supervisory board members.<br />
> 68 Auditor’s fees<br />
Ernst & Young <strong>AG</strong> accountancy and tax advisory firm and Ebner, Stolz, Mönning GmbH accountancy and tax<br />
advisory firm were commissioned to audit the annual accounts of the incorporated companies and the<br />
consolidated accounts. The auditor‟s fees entered as expenditure during the financial year can be broken<br />
down as follows:<br />
In EUR „000 <strong>2007</strong> 2006<br />
Audit 174 169<br />
Other certification and valuation services 15 23<br />
Tax advisory services 7 0<br />
Other services 0 8<br />
Total 169 200<br />
The audit concerns expenditure for the verification of the year-end accounts and the consolidated accounts.<br />
Other certification and valuation services refer to additional certifications due to legal provisions for credit<br />
institutes and securities service firms.<br />
Ebner, Stolz, Mönning GmbH accountancy and tax advisory firm did not provide any tax advisory services for<br />
the incorporated firms during the reporting period.<br />
> 69 Employees<br />
Average number of personnel during the financial year (excluding board of directors)<br />
<strong>2007</strong> 2006<br />
Full-time employees 38 32<br />
Part-time employees 9 10<br />
Total 47 42<br />
84
Notes to consolidated accounts <strong>2007</strong><br />
> 70 Supervisory board and board of directors<br />
In the <strong>2007</strong> financial year, the board of directors consisted of the following members:<br />
Andreas Beyer, business graduate<br />
Erich Pfaffenberger, business graduate<br />
The supervisory board consists of three members in accordance with the company articles. It was made up<br />
as follows during the reporting period.<br />
Matthias Girnth,<br />
Bad Soden<br />
Olaf Posten<br />
Kronberg/Taunus<br />
Dr. Alfred Krammer<br />
Munich<br />
Managing Director of<br />
Acxit Capital Management GmbH in Frankfurt<br />
Chairman<br />
Lawyer Deputy<br />
chairman<br />
CEO of Petersen Krammer Jahn Rechtsanwalts-<br />
Gesellschaft mbH, Munich<br />
Membership of supervisory boards and other supervisory according to § 125 para. 1 section 3 of the German<br />
Stock Corporation Act AktG:<br />
Andreas Beyer BinTec Communications <strong>AG</strong>,<br />
Nuremberg<br />
Supervisory board Deputy chairman<br />
Fimatrix <strong>AG</strong>, Munich Supervisory board Member<br />
Janosch film & medien <strong>AG</strong>,<br />
Berlin (since 13 April 2006)<br />
Supervisory board Member, since 1<br />
August<br />
<strong>2007</strong> Chairman<br />
TradeCross <strong>AG</strong>, Munich Supervisory board Deputy chairman<br />
Fonterelli GmbH & Co. KGaA,<br />
Munich<br />
(since 2 July <strong>2007</strong>)<br />
Supervisory board Chairman<br />
Erich Pfaffenberger BinTec Communications <strong>AG</strong>,<br />
Nuremberg<br />
financial.de Ag, Friedberg<br />
(until 2 October <strong>2007</strong>)<br />
Supervisory board Chairman<br />
Supervisory board Chairman<br />
TradeCross <strong>AG</strong>, Munich Supervisory board Chairman<br />
Janosch film & medien <strong>AG</strong>, Berlin Supervisory board Deputy chairman<br />
Matthias Girnth Impera Total Return <strong>AG</strong>, Frankfurt Supervisory board Chairman<br />
Fonterelli GmbH & Co. KGaA,<br />
Munich<br />
(since 2 July <strong>2007</strong>)<br />
Olaf Posten Alloheim Senioren-Residenzen <strong>AG</strong>,<br />
Dusseldorf<br />
Supervisory board Deputy chairman<br />
Supervisory board Chairman<br />
Triton-Format <strong>AG</strong>, Hamburg Supervisory board Chairman<br />
Fonterelli GmbH & Co. KGaA,<br />
Munich<br />
(since 2 July <strong>2007</strong>)<br />
Supervisory board<br />
85
Dr, Alfred Krammer Nanostart <strong>AG</strong>, Frankfurt Supervisory board Chairman<br />
86<br />
AAA Aktionärsakademie <strong>AG</strong>, Munich Supervisory board Member<br />
Ispex <strong>AG</strong>, Bayreuth Supervisory board Chairman<br />
Inspire <strong>AG</strong>, Paderborn<br />
(until 31 October <strong>2007</strong>)<br />
Supervisory board Chairman<br />
> 71 Corporate Governance Code declaration<br />
The board of directors and the supervisory board of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> have presented the Corporate<br />
Governance Code declaration prescribed according to § 161 German Stock Corporation Act AktG and made it<br />
permanently available for shareholders on the bank‟s website.<br />
> 72 Suggestion for the approval of the annual accounts and the use of the balance sheet profit<br />
of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
The annual accounts of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> drawn up according to the provisions of the German Commercial<br />
Code and the German Stock Corporation Act are published in the electronic Federal Bulletin and published in<br />
the company register.<br />
For the financial year <strong>2007</strong>, <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong> as the parent company of the group records a balance sheet<br />
profit of EUR 1,478,522.15 (previous year EUR 5,329,053.15). The board of directors suggested to the<br />
supervisory board, in the context of the approval of the annual statements, that the following use of the<br />
profit be suggested to the general meeting for the adoption of a resolution:<br />
Transfer of the total balance sheet profit amounting to EUR 1,478,522.15 to retained earnings.<br />
> 73 Release of the consolidated accounts for publication<br />
The board of directors of <strong>VEM</strong> <strong>Aktienbank</strong> will present the consolidated accounts drawn up according to IFRS<br />
to the supervisory board. The supervisory board is required to verify the consolidated accounts and to state<br />
whether it approves them. The board of directors will present the consolidated accounts for publication<br />
following a successful approval.<br />
Munich, 15 May 2008<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
The Board of Directors<br />
Andreas Beyer Erich Pfaffenberger
Board of Directors’ statement pursuant<br />
to §37y WpHG in conj. with §37v para 2 no. 3 WpHG<br />
To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated<br />
accounts give a true and fair view of the assets, liabilities, financial position and profit or loss of the group,<br />
and the consolidated annual report includes a fair review of the development and performance of the<br />
business and the position of the group, together with a description of the principal opportunities and risks<br />
associated with the expected development of the group.<br />
Munich, 15 May 2008<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
The Board of Directors<br />
Andreas Beyer Erich Pfaffenberger<br />
87
Auditors’ report<br />
We have verified the consolidated accounts of <strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>, Munich consisting of the balance sheet,<br />
profit and loss account, the statement of changes in shareholders‟ equity, cash flow statement and notes –<br />
in addition to the consolidated annual report for the financial year from 1 January to 31 December <strong>2007</strong>. The<br />
establishment of the consolidated accounts and the consolidated annual report in accordance with IFRS as<br />
applicable within the EU and with the applicable trade law provisions according to § 315a para. 1 of the<br />
German Commercial Code HGB is the responsibility of the legal representatives of the company. Our<br />
responsibility is to express an opinion on the consolidated accounts and the consolidated annual report<br />
based on our audit.<br />
We conducted our audit of the consolidated accounts according to § 317 of the German Commercial Code<br />
HGB taking into account the German principles for standard audits established by the German Auditors‟<br />
Institute (IDW). On this basis, the audit is to be planned and implemented in such a way that misstatements<br />
and violations which have a significant effect on the assets, liabilities, financial position and profit or loss<br />
presented in the consolidated accounts based on the applicable accounting policies and the impression<br />
presented by the consolidated annual report are recognised with a sufficient degree of certainty. In<br />
determining the audit procedures, our knowledge of the business activities and economic and legal<br />
environment of the group as well as expectations concerning possible errors are taken into account. In the<br />
context of the audit, the effectiveness of the internal control system relating to accounting and evidence of<br />
the details in the consolidated accounts and the consolidated annual report are evaluated above all on the<br />
basis of sampling. The audit includes an appraisal of the annual accounts of the firms incorporated in the<br />
consolidated accounts, on the deferrals and accruals of the consolidated group, on the accounting and<br />
consolidation policies applied and on the fundamental assessments of the legal representatives as well as<br />
the approval of the overall presentation of the consolidated accounts and the consolidated annual report. In<br />
our opinion, the audit provides a sufficiently secure basis to express our opinion.<br />
Our audit did not give rise to any objections.<br />
In our opinion, which is based on the conclusions of the audit, the consolidated accounts are in accordance<br />
with IFRS as applicable within the EU and the additional applicable trade law provisions according to § 315a<br />
para. 1 of the German Commercial Code HGB and, with regard to these provisions, give a true and fair view<br />
of the assets, liabilities, financial position and profit or loss of the group. The consolidated annual report is in<br />
line with the consolidated accounts, provides a fair presentation of the position of the group, and outlines<br />
the opportunities and risks for future development.<br />
Eschborn / Frankfurt am Main, 20 May 2008<br />
Ernst & Young <strong>AG</strong><br />
Accountancy firm<br />
Tax advisory firm<br />
Griess Clausen<br />
Auditor Auditor<br />
88
Postal address<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
Postfach 330705<br />
80067 Munich<br />
Address<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong><br />
Rosental 5<br />
80331 Munich<br />
Tel.: +49 (0) 89/ 23 001 - 0 (head office)<br />
Tel.: +49 (0) 89/ 23 001 - 200 (Investor Relations)<br />
Fax: +49 (0) 89/ 23 001 - 111<br />
Internet: http://www.vem-aktienbank.de<br />
e-mail: info@vem-aktienbank.de<br />
e-mail: ir@vem-aktienbank.de (Investor Relations)<br />
Board of Directors<br />
Andreas Beyer, Erich Pfaffenberger<br />
Supervisory Board<br />
Matthias Girnth (chairman)<br />
Register<br />
Munich District Court HRB 124 255<br />
Bundesbank account: Deutsche Bundesbank, Munich branch<br />
(sort code 700 000 00), account number 700 091 20<br />
Company information<br />
Admissions to trading: Xetra, Frankfurt Stock Exchange, Munich Stock Exchange, Vienna Stock Exchange<br />
Functions: Deutsche Börse Listing Partner<br />
Designated Sponsor in Xetra trade<br />
Appointment as an issue expert according to § 4 para. 3 Regulations M:access<br />
by the Munich Stock Exchange<br />
Supervisory authorities:<br />
Bundesanstalt für Finanzdienstleistungen (federal office for financial service supervision)<br />
Member of: Federal association of security firms on German stock exchanges<br />
(Bundesverband der Wertpapierfirmen an den Deutschen Börsen e. V.)<br />
German compensatory fund of securities trading companies<br />
(Entschädigungseinrichtung der Wertpapierhandelsunternehmen - EdW)<br />
NB: Xetra © is a registered trademark of Deutsche Börse <strong>AG</strong><br />
89
Financial calendar<br />
31 October 2008 Short <strong>Annual</strong> financial report 2008 (provisional date)<br />
30 November2008 Financial report for first quarter of 2008 (provisional date)<br />
<strong>VEM</strong> <strong>Aktienbank</strong> <strong>AG</strong>, Rosental 5, 80331 Munich<br />
Tel. +49(0)89/23001-0<br />
www.vem-aktienbank.de