Annual Report 2007 - VEM Aktienbank AG

Annual Report 2007 - VEM Aktienbank AG Annual Report 2007 - VEM Aktienbank AG

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Annual Report 2007

<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

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