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Company Details

European Convergence Property Company plc (the "Company") was incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 on 1 June 2005 as a public company with registered number 113616C. On 21 December 2007 the Company was re-registered under the Isle of Man Companies Act 2006 with registered number 002085V.

The Company's agents and the Manager perform all significant functions. Accordingly, the Company itself has no employees.

The Company has obtained legal and tax advice as to the most efficient way to structure investments made by the Company. The affairs of the Company are conducted so that the central management and control of the Company is exercised in the Isle of Man. However, the Company has established a number of subsidiaries for investment holding and/or tax purposes. Its remaining significant subsidiary operates in Bulgaria.

Directors

The Board comprises three non-executive directors as follows:

Anderson Whamond (Non-executive Chairman) aged 52 has over 25 years' experience in the banking and financial sector. He began his career in 1983 at White Weld Securities (part of the CSFB group) before joining Salomon Brothers International in London in 1986 and then Morgan Stanley International in 1989 where he was a principal in charge of convertible bond trading. He joined Peregrine Securities International (UK) Limited in 1993, relocating to Hong Kong in 1996 to run the equity trading businesses of Peregrine Investment Holdings Limited and becoming a director of the executive committee of the Peregrine group in 1997. In 1998 Mr Whamond joined the Regent Pacific Group, a Hong Kong listed international emerging markets investments group as head of corporate investments and relocated to the Isle of Man. He subsequently left that company in August 2000 to pursue his own interests.

Mr Whamond joined the Charlemagne Group in 2002 and was a director of AIM quoted Charlemagne Capital Limited until March 2009. He remains a non-executive director of Charlemagne Capital (IOM) Limited and is also a director of a number of listed and non-listed investment companies.

James Rosapepe (Non-executive Director) aged 60 is an entrepreneur with extensive experience in US public service at the national, state, and local levels. From 1995 to 1997 he chaired the investment committee of the Albanian American Enterprise Fund, a US$30 million private equity fund. From 1998 to 2001 he was the US Ambassador to Romania. A business owner and investor before his appointment as an Ambassador, Mr Rosapepe has participated in financing real estate projects and investing in commercial banks and businesses in the US and Europe. He currently serves on the boards of three publicly-traded property investment companies.

Don McCrickard (Non-executive Director) aged 75 was formerly Group Chief Executive of the TSB Group plc (now LloydsTSB Group plc) and Chairman of Hill Samuel, its merchant-banking subsidiary. He was a member of the Executive Committee of the British Banker's Association and a member of the Bank of England's Deposit Protection Board. Prior to the TSB Group, Mr McCrickard was a Director of American Express International Inc and Chief Executive of its Europe/ Middle East/Africa and Asia/Pacific/Australia operations. Since his retirement as a full time banker, he has been actively involved in the commercial and residential property markets in the UK, Europe and Asia having been a director of four London Stock Exchange listed companies, two of which he has chaired.

Corporate Governance

The Directors recognise the value of the UK Corporate Governance Code (the "Code") and will take appropriate measures to ensure that the Company complies, so far as it is possible and appropriate given the Company's size and nature of business, with the Code.

The Directors are aware of the risks inherent in the Company’s business and understand the importance of identifying and evaluating these risks. The Board has adopted procedures and controls to enable it to manage these risks.

The Board has established an audit committee, comprising not less than two offshore directors of the Board.

The Board will review the level of fees paid to Non-executive Directors.

© 2012 European Convergence Property Company plc.