Aisi Realty Public Limited
Management Board

Board of Directors

The Directors of the Company will be responsible for the management and control of the Company.

Brief biographies of the Directors are set out below:

Paul Ensor, Chairman, (non-executive) aged 53

Mr. Ensor has substantial experience in investing in emerging markets. He was previously Head of Special Projects, Research for three years at SG Securities where he specialised in analysing Eastern European investments. Prior to this he was Head of Equities in Bangkok for Union Bank of Switzerland, with previous experience in the Korean, Hong Kong and Indonesian equity markets. He is currently a partner at RK Equity Advisors, where he advises companies operating in emerging markets. He holds an M.Phil in Development Economics from Sussex University and a B.A. (Hons.) in History from Brown University.

Antonios Achilleoudis, Director, (non-executive) aged 40

Mr. Achilleoudis has significant experience in alternative asset management. He is currently a Managing Director of Axia Ventures, an alternative investment advisory firm which he co-founded in 2000. Prior to founding Axia Ventures, he was Vice President of Investments at the Private Client Group of Gruntal & Co. LLC, an investment bank based in New York, where he was responsible for managing investment portfolios for institutional and high net worth clients with a focus on alternative investments. He also holds positions as a non-executive director with Dolphin Capital Investors Limited. He holds a B.Sc. in Accounting and Finance from the New York University Stern School of Business.

Dr. Franz Hoerhager, Director, (non-executive)aged 53

Dr. Hoerhager, has extensive experience in Central and Eastern Europe.
He is a founding partner and executive director of Mezzanine Management GmbH,the manager of Accession Mezzanine Capital, which is the leading fund providerof subordinated debt to businesses in Central and Eastern Europe. Prior to this he was a member of the managing board of Bank Austria Creditanstalt International AG where he was responsible for all international commercial banking activities with an emphasis on the countries of the former Soviet Union,
Slovenia, Slovakia, Croatia, and the USA. He is an Austrian citizen and has worked in both Moscow and New York.

Dr Hoerhager is currently a director of:
Lux Med, a Polish Health Care provider, since 2005
Telelink, a Bulgarian systems integrator, since 2006
Capital Bank, an Austrian financial institution, since 2005

Beso Sikharulidze, Director, aged 44

Mr. Sikharulidze is one of the founding principals of the Investment Manager. Prior to joining the Investment Manager, he was a portfolio manager at Fidelity Investments for 13 years, where he developed significant investment experience in diverse geographic regions. He held a wide range of positions at Fidelity Investments including Portfolio Manager for Fidelity Health Care, Fidelity Advisor Health Care Funds, Fidelity Convertible Securities Fund, Fidelity Advisor Aggressive Growth Fund and Fidelity Mid-Cap Stock Fund. Mr. Sikharulidze holds a B.S. in Mechanical Engineering from Georgia Tech University and an M.B.A. from Harvard Business School. Mr. Sikharulidze has been based in Kiev since April 2005 sourcing and evaluating real estate investment opportunities.

Corporate Governance and Conflicts Management


The Company is not required to comply with the provisions of the Combined Code. However, the Directors recognise the value of the Combined Code and will take appropriate measures to ensure that the Company complies, as far as practicable and to the extent appropriate given the Company’s size and nature of business, with the Combined Code. The Board will receive full details of the Company’s assets, liabilities and other relevant information in advance of meetings of the Board and in accordance with the Combined Code has adopted a list of matters which are subject to approval by the complete Board.

In relation to the use of the Company’s voting rights in respect of subsidiary entities, the Investment Manager, in the absence of explicit instructions from the Board, will be empowered to exercise discretion in the use of the Company’s voting rights. The underlying aim of exercising such voting rights will be to protect the return from an investment. Since all Directors are non-executive, the Company is not required to comply with the principles of the Combined Code in respect of executive directors’ remuneration and, accordingly, the Board will not appoint a remuneration committee as it is satisfied that any relevant issues can be properly considered by the Board as a whole.

Investment Management Review Committee

The Board has appointed an investment management review committee. The function of this committee will be to ensure that the Investment Manager complies with the terms of the Investment Management Agreement. The investment management review committee will also consider the appointment and remuneration of other suppliers of services to the Company. The investment management review committee will comprise all the members of the Board other than Mr. Sikharulidze and Ms. Maximov.

The Investment Manager may, from time to time, act for other clients which have a similar or different investment objective and policy to that of the Company. There may be circumstances where an investment opportunity will be available to the Company and which is also suitable for one or more such clients of the Investment Manager. Where a conflict arises in respect of such an investment opportunity, the Investment Manager will allocate the opportunity on a basis that it considers to be fair and will seek the approval of the investment management review committee. Where the Investment Manager has an interest in any potential investment being considered by the Company, the Investment Manager shall make fair and accurate disclosure of such interest to the Board. Following such disclosure, the potential investment shall only be undertaken with the unanimous approval of the investment management review committee.

Audit Committee

The Board has appointed an Audit Committee, which comprises all the members of the Board other than the Chairman. The Audit Committee’s main functions include, inter alia, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.