Invitation to the Ordinary Annual General Meeting 2015

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1 Invitation to the Ordinary Annual General Meeting 2015

2 The German Version of the Invitation to the Ordinary Annual General Meeting is the only legally binding version. The English translation is for convenience only.

3 // Content Invitation to the Ordinary Annual General Meeting 2 Key figures relating to VIB Vermögen AG 30

4 2 // Invitation to the Ordinary Annual General Meeting ISIN DE / WKN Our shareholders are invited to the Ordinary Annual General Meeting on Wednesday, July 1, 2015, 10:30 a. m. at Wirtshaus am Auwaldsee, Am Auwaldsee 20, Ingolstadt. Agenda 1. PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS OF VIB VERMÖGEN AG AND OF THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2014 FISCAL YEAR, OF THE MANAGEMENT REPORTS FOR VIB VERMÖGEN AG AND THE VIB GROUP, AND THE SUPERVISORY BOARD REPORT FOR THE 2014 FISCAL YEAR 2. RESOLUTION CONCERNING THE USE OF UNAPPROPRIATED RETAINED EARNINGS FOR THE 2014 FISCAL YEAR The Managing and Supervisory Boards propose utilising the reported unappropriated retained earnings for the 2014 fiscal year of EUR 11,896, as follows: Distribution of a dividend of EUR 0.48 per dividend-bearing ordinary share, i. e., the entire unappropriated retained earnings of EUR 11,896, The dividend is due on July 2, RESOLUTION CONCERNING THE DISCHARGE OF THE MANAGING BOARD FOR THE 2014 FISCAL YEAR The Managing and Supervisory Boards propose that the members of the Managing Board are discharged for the 2014 fiscal year.

5 3 4. RESOLUTION CONCERNING THE DISCHARGE OF THE SUPERVISORY BOARD FOR THE 2014 FISCAL YEAR The Managing and Supervisory Boards propose that the members of the Supervisory Board are discharged for the 2014 fiscal year. 5. APPOINTMENT OF THE AUDITOR OF THE SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2015 FISCAL YEAR The Supervisory Board proposes appointing S&P GmbH Wirtschaftsprüfungsgesellschaft, Augsburg, as the auditor of the company s separate and consolidated financial statements for the 2015 fiscal year, as well as the auditor of any interim financial reports that require auditors reviews. 6. RESOLUTION CONCERNING AUTHORISATION TO ISSUE CONVERTIBLE BONDS AND / OR BONDS WITH WARRANTS AND TO EXCLUDE SUBSCRIPTION RIGHTS ALONG WITH THE CREATION OF CONDITIONAL CAPITAL 2015, AND A CORRESPONDING AMENDMENT TO THE ARTICLES OF INCORPORATION Convertible bonds and / or bonds with warrants can represent significant instruments for facilitating appropriate capital backing as an important basis for corporate development. Capital accrues to the company that it can later retain as equity under certain circumstances. The existing conditional capital amounts, each of which is intended to grant shares to the holders or creditors of convertible bonds or bonds with warrants, or to grant conversion obligations, pursuant to the respective authorisation resolutions of the AGMs of 2013 and 2014, in other words, conditional capital 2013 in an amount of EUR 581, pursuant to section 4 (10) of the company s articles of incorporation, and conditional capital 2014 in an amount of EUR 2,215, pursuant to section 4 (11) of the company s articles of incorporation, are to be utilised for the servicing of the conversions of bonds into company shares as part of the 2013 mandatory convertible bond and 2014 mandatory convertible bond issued by the company. The former section 8 of the articles of incorporation of the company became obsolete at the beginning of 2009 owing to the complete utilisation of the authorised capital To ensure the company continues to have the requisite flexibility in the future when procuring capital in relation to the current capital market situation, and the opportunity to raise capital through bonds while ensuring the best possible access to conditional capital, a new authorisation is to be approved to

6 4 issue convertible bonds and / or bonds with warrants under exclusion of subscription rights and corresponding conditional capital 2015 of EUR 2,478, to service it. This authorisation under exclusion of subscription rights shall be restricted to a share volume totalling slightly less than 10 percent of the current share capital. The Managing and Supervisory Boards therefore propose that the following resolution is adopted: a. Authorization to issue convertible bonds and bonds with warrants and to exclude subscription rights aa. The Managing Board shall be authorised, subject to Supervisory Board approval, to issue until June 30, 2020, once or on several occasions, ordinary bearer or registered bonds with warrants and / or convertible bonds in a total nominal amount of up to EUR 60,000, with or without maturity restriction ( also the bonds ), and to grant or impose warrant rights on the holders or creditors of bonds with warrants, or conversion rights to the holders or creditors of convertible bonds, to ordinary bearer shares in the company with a proportional amount of the share capital totalling up to EUR 2,478, according to the specific details of the terms of these bonds. The bond terms can also include (i) a conversion or warrant obligation at the end of the maturity (or at another date), or (ii) the right for the company to wholly or partially grant to the bondholders or bond creditors shares in the company instead of the payment of the due cash amount when the bonds mature which shall also include maturity due to cancellation ( share tendering right ). bb. The bonds will be offered to the shareholders for subscription. Statutory subscription rights can be granted to shareholders by transferring the bonds to one or several banks, one or several companies operating pursuant to section 53 (1) clause 1 or section 53b (1) clause 1 or (7) of the German Banking Act (KWG), or a group or consortium of banks and / or such companies, with the obligation that they are offered to shareholders for subscription. cc. The Managing Board shall be authorised, however, with Supervisory Board approval, to exclude fractional amounts that arise owing to the subscription ratio from shareholder subscription rights to the degree necessary to allow subscription rights to be granted to holders or creditors of previously issued

7 5 bonds to the extent that they would be entitled to after exercising their warrant or conversion rights, or satisfying their warrant or conversion obligations, or after exercising a share tendering right as a shareholder. dd. In addition, the Managing Board shall be authorised, with Supervisory Board approval, to fully exclude shareholders subscription rights to bonds issued against cash payment if the Managing Board, following due examination, decides that the issue price of the bonds is not significantly less than their hypothetical market value calculated according to recognised, especially finance-mathematical, methods. This authorisation to exclude subscription rights shall nevertheless apply only to bonds with warrants or conversion rights, or warrant or conversion obligations, or a share tendering right for the company relating to shares with a proportional amount in the share capital that must not exceed a total of 10 % of the share capital, either at the date when it enters into effect, or if this value is lower at the date when this authorisation is exercised. To the aforementioned 10 % limit are to be added treasury shares that are sold under exclusion of subscription rights pursuant to section 71 (1) no. 8 in conjunction with section 186 (3) clause 4 of the German Stock Corporation Act (AktG) in the period between July 1, 2015 and the issue of the respective bonds. To the aforementioned 10 % limit are also to be added those shares that are issued from authorised capital under exclusion of subscription rights pursuant to section 203 (1) in conjunction with section 186 (3) clause 4 of the German Stock Corporation Act (AktG) in the period between July 1, 2015 and the issue of the respective bonds. ee. The bonds shall be split into individual bonds. ff. In the instance where bonds with warrants are issued, one or several warrants shall be attached to each individual bond that entitle, or also due to a share tendering right obligate, the holder according to the specific details of the bond or warrant terms to be determined by the Managing Board to subscribe to the company s ordinary bearer shares. For euro-denominated bonds with warrants issued by the company, the bond or warrant terms can stipulate that the warrant price can also be met by the transferring of shares, and, if required, an additional cash payment. The proportional amount of the share capital that is attributable to the shares to be subscribed for per individual bond must not exceed the nominal amount of the individual bonds. To the

8 6 extent that fractional amounts of shares arise, it may be stipulated that such fractional amounts can be added up to subscribe for whole shares, potentially against an additional payment, according to the specific details of the bond or warrant terms. gg. In the event that convertible bonds are issued, the holders of individual bearer bonds, or otherwise the creditors of individual bonds, shall receive the irrevocable right or obligation to convert their individual bonds into the company s ordinary bearer shares pursuant to the bond terms to be determined by the Managing Board, or to receive them. The conversion ratio shall be derived by dividing the nominal amount or the issue amount underlying the nominal amount of a bond by the fixed conversion price for one ordinary bearer share in the company, and can be rounded up or down to a full figure; moreover, an additional payment to be made in cash, and an aggregation or settlement for unconvertible residual amounts can be determined. The bond terms can include a variable conversion ratio, and a determination of the conversion price (subject to the minimum price determined below) within a predetermined range depending on the development of the stock market price of the company s share during the term of the bond. hh. With the exception of instances where provision is made for a warrant or conversion right, or a share tendering right, the warrant or conversion price to be determined in each case for one of the company s ordinary shares ( VIB share ) must amount to a minimum of 80 % of the unweighted average closing auction price of the VIB share in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange during the last 10 stock market trading days before the day when the resolution is passed by the Managing Board concerning the issue of the bonds, or must correspond in the event where subscription rights are granted to at least 80 % of the unweighted average closing auction price of the VIB share in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange in the period from the start of the subscription period until and including the day before the announcement of the final determination of the terms of the bonds pursuant to section 186 (2) of the German Stock Corporation Act (AktG). In the instances of a warrant or conversion obligation, or of a share tendering right, the warrant or conversion price can correspond, depending on the specific details of the bond terms, to a minimum of either the aforementioned

9 7 minimum price or the unweighted average closing auction price of the VIB share in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange during a reference period of 15 stock market trading days before the final maturity date, or another predetermined date, even if this average price lies below the aforementioned minimum price. The proportional amount of the share capital of the company s ordinary shares to be issued must not exceed the nominal amount of the bonds. Sections 9 (1) and 199 (2) of the German Stock Corporation Act (AktG) shall be unaffected. ii. Irrespective of section 9 (1) of the German Stock Corporation Act (AktG), the warrant or conversion price can be reduced on the basis of a dilution protection clause pursuant to the specific details of the bond terms for the purposes of preserving the rights of holders or creditors of bonds pursuant to section 216 (3) of the German Stock Corporation Act (AktG), if the company during the warrant or conversion period (i) increases the share capital through a capital increase from company funds with the issuing of new shares, or (ii) increases the share capital by granting an exclusive subscription right to its shareholders, or sells treasury shares (irrespective of any exclusion of subscription rights for fractional amounts), or (iii) issues, grants or guarantees (irrespective of any exclusion of subscription rights for fractional amounts) further bonds with warrants or conversion rights, a share tendering right or warrant or conversion obligations under the granting of exclusive subscription rights to its shareholders, and in the instances (i) to (iii), no subscription right is granted for this purpose to the holders of existing warrant or conversion rights or warrant or conversion obligations to which they would be entitled by law after exercising their warrant or conversion rights or after satisfying their warrant or conversion obligations. The reduction of the warrant or conversion price can also be realized through a cash payment in the case of the exercising of warrant or conversion rights, or when satisfying option or warrant obligations. To the extent necessary for dilution protection, the bond terms can also make provision for the aforementioned instances whereby the number of warrant or conversion rights per individual bond is adjusted. In addition, the terms for individual bonds can also make provision for the event of capital reduction or other extraordinary measures or events that are connected with an economic dilution of the value of the warrant or conversion rights or warrant or conversion obligations (e.g. conversion measures, dividend

10 8 payments, gaining of control by third parties) for an adjustment of the warrant or conversion rights or warrant or conversion obligations. Sections 9 (1) and 199 (2) of the German Stock Corporation Act (AktG) shall be unaffected. jj. The bond terms can include the right for the company not to issue new ordinary shares but to instead pay a cash amount for the number of shares to be otherwise delivered that corresponds to the unweighted average closing auction price of the VIB share in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange during the 10 stock market trading days after the declaration of the warrant exercise or conversion. These bond terms can also stipulate that, at the company s choice, instead of being converted into new shares from conditional capital, the bonds are instead converted into existing shares of the company or another listed company, or the warrant rights or share tendering right are settled by the delivery of such shares, or, in the case of a warrant obligation, can be serviced with the delivery of such shares. kk. The Managing Board shall be authorised, with Supervisory Board consent, to determine the further details of the issue and structure of the bonds, especially the coupon (interest rate), issue price, maturity and denomination, dilution protection provisions, conversion or warrant period, and to determine the conversion and warrant price within the aforementioned framework. b. Creation of conditional capital 2015 The share capital shall be conditionally increased by up to EUR 2,478, through the issue of up to 2,478,390 new ordinary no-par-value bearer shares (conditional capital 2015). The conditional capital increase serves to grant ordinary bearer shares upon the exercising of warrant or conversion rights or when satisfying corresponding warrant or conversion obligations, or when exercising the right of the company, wholly or partially, to grant, instead of paying the due cash amount, the company s ordinary shares to the holders or creditors of bonds that are issued on the basis of the authorisation resolution of the Annual General Meeting of July 1, 2015 (agenda item 6) until June 30, 2020 by the company. All new shares shall be issued at the warrant or conversion price to be determined according to the authorisation resolution described above.

11 9 The conditional capital increase shall be implemented only in the event of the issuing of bonds pursuant to be authorisation resolution of the Annual General Meeting of July 1, 2015 (agenda item 6) and only to the extent that warrant or conversion rights are utilised, or that bearers or holders of bonds that are obligated to exercise warrants, or to convert their bonds, meet their obligation to exercise warrants or to convert their bonds, or that the company exercises an option, partially or wholly, to deliver, instead of paying the due cash amount, the company s ordinary shares, to the extent that a cash settlement is not granted, or treasury shares or shares of another listed company are deployed for the purposes of servicing. The new shares issued shall be dividend-bearing from the start of the fiscal year in which they originate. The Managing Board shall be authorised, with Supervisory Board consent, to determine the further specific details relating to the implementation of the conditional capital increase. c. Amendment to the articles of incorporation The following new section 4 (8) shall be added to the company s articles of incorporation: (8) The share capital shall be conditionally increased by up to EUR 2,478, split into up to 2,478,390 new ordinary no-par-value bearer shares (conditional capital 2015). The conditional capital increase shall be implemented only to the extent that the holders or creditors of warrant or conversion rights, or those who meet obligations to exercise warrants or to convert arising from bonds that are issued or guaranteed by the company on the basis of the authorisation of the Managing Board by the AGM resolution of July 1, 2015 (agenda item 6) until June 30, 2020, utilise the warrant or conversion rights, or, if they are obligated to exercise warrants or to convert, meet their obligation to exercise warrants or to convert, or, to the extent that the company exercises an option to wholly or partially deliver the company s shares instead of paying a due cash amount to the extent that a cash settlement is not granted, or treasury shares or shares of another listed company are used for the purposes of servicing. All new shares shall be issued at the warrant or conversion price to be determined according to the authorisation resolution described above. The new shares shall be dividend-bearing from the start of the fiscal year in which they originate. The Managing Board shall be authorised, with Supervisory Board consent, to determine the further specific details relating to the implementation of the conditional capital increase.

12 10 The Supervisory Board shall be authorised to amend the wording of section 4 (8) of the articles of incorporation according to the respective issue of subscription shares, as well as to implement all other related amendments to the articles of incorporation, which shall relate solely to their wording. The same shall apply in the event that the authorisation to issue bonds remains unutilised after the expiry of the authorisation period, as well as in the event that conditional capital 2015 remains unutilised after the expiry of the periods for the exercise of conversion and / or warrant rights or for the meeting of conversion obligations. 7. RESOLUTION CONCERNING THE CREATION OF NEW AUTHORISED CAPITAL 2015 AND A CORRESPONDING AMENDMENT TO THE ARTICLES OF INCORPORATION The articles of incorporation contain the Authorised Capital 2010 in section 4 (9) which authorises the Managing Board to increase the share capital in the period up to July 5, 2015, subject to Supervisory Board approval, by up to a total of a maximum of EUR 5,313, through the issue of new no-par-value shares in return for cash contributions. An exclusion of subscription rights for shareholders is not provided for except to eliminate fractional amounts. Section 4 (6) of the articles of incorporation also contains authorised capital 2013 of EUR 2,136, with the option of a so-called simplified exclusion of subscription rights. To optimise the company s capital resources, i. e. to provide the company with the best possible opportunities to respond to market conditions without affecting the share price, the 2010 authorised capital, which expires four days after this Annual General Meeting, shall be continued through authorised capital 2015 with the option of an exclusion of subscription rights. The Managing and Supervisory Boards therefore propose that the following resolution is adopted: a. The Managing Board shall be authorised to increase the company s share capital during the period up to June 30, 2020, subject to Supervisory Board approval, on one or several occasions by up to a total of a maximum of EUR 2,478, by issuing new no-par-value bearer shares in return for cash and / or non-cash contributions (authorised capital 2015). Shareholders shall be granted subscription rights. The new shares may also be taken over by banks determined by the Managing Board subject to the obligation that they are offered to shareholders for subscription (indirect subscription right).

13 11 The Managing Board shall be entitled to exclude the statutory subscription right of shareholders in the following cases subject to Supervisory Board approval: ffcapital increase in return for cash contributions pursuant to section 203 (1), section 186 (3) clause 4 of the German Stock Corporation Act (AktG) whereby the issue amount of the new shares shall not significantly fall below the stock market price. However, this authorisation to exclude subscription rights shall only apply subject to the provision that the new shares issued under exclusion of the subscription right pursuant to section 203 (1), section 186 (3) clause 4 of the German Stock Corporation Act (AktG) do not exceed 10 % of the share capital neither at the time of the entry into effect of this authorisation nor at the time of its execution. Shares which are issued or sold in direct or analogous application of section 186 (3) clause 4 of the German Stock Corporation Act (AktG) during the term of this authorisation up to the point of its execution shall also be included in this restriction to 10 % of the share capital. This also applies in particular to the disposal of treasury shares; ffthe issue of shares in return for non-cash contributions as part of the acquisition of companies, parts of companies or holdings in companies (including as part of restructuring pursuant to the Reorganisation of Companies Act) or real estate; ffthe issue of shares in return for cash contributions as part of a public offering; ffthe issue of shares in return for cash contributions to strategic partners; ffthe elimination of fractional amounts. The Managing Board shall be authorised, subject to Supervisory Board approval, to determine the further details of the implementation of capital increases from the authorised capital 2015, in particular the additional contents of share rights and share issue conditions. The Supervisory Board shall be authorised to amend the wording of the articles of incorporation in accordance with the respective implementation of the capital increase from the authorised capital 2015 or after the expiry of the authorisation period.

14 12 b. The authorised capital 2010 in section 4 (9) of the articles of incorporation and section 4 (9) of the articles of incorporation governing the authorised capital 2010 shall hereby be rescinded and section 4 (9) of the articles of incorporation shall be reworded as follows: (9) The Managing Board shall be authorised to increase the company s share capital during the period up to June 30, 2020, subject to Supervisory Board approval, on one or more occasions by up to a total of a maximum of EUR 2,478, by issuing new no-par-value bearer shares in return for cash and / or non-cash contributions (authorised capital 2015). Shareholders shall be granted subscription rights. The new shares may also be taken over by banks determined by the Managing Board subject to the obligation that they are offered to shareholders for subscription (indirect subscription right). The Managing Board shall be authorised to exclude the statutory subscription right of shareholders in the following cases subject to the approval of the Supervisory Board: ffcapital increase in return for cash contributions pursuant to section 203 (1), section 186 (3) clause 4 of the German Stock Corporation Act (AktG) whereby the issue amount of the new shares shall not significantly fall below the stock market price. However, this authorisation to exclude subscription rights shall only apply subject to the provision that the new shares issued under exclusion of the subscription right pursuant to section 203 (1), section 186 (3) clause 4 of the German Stock Corporation Act (AktG) do not exceed 10 % of the share capital neither at the time of the entry into effect of this authorisation nor at the time of its execution. Shares which are issued or sold in direct or analogous application of section 186 (3) clause 4 of the German Stock Corporation Act (AktG) during the term of this authorisation up to the point of its execution shall also be included in this restriction to 10 % of the share capital. This also applies in particular to the disposal of treasury shares; ffthe issue of shares in return for non-cash contributions as part of the acquisition of companies, parts of companies or holdings in companies (including as part of restructuring pursuant to the Reorganisation of Companies Act) or real estate; ffthe issue of shares in return for cash contributions as part of a public offering; ffthe issue of shares in return for cash contributions to strategic partners; ffthe elimination of fractional amounts.

15 13 The Managing Board shall be authorised, subject to Supervisory Board approval, to determine the further details of the implementation of capital increases from the authorised capital 2015, in particular the additional contents of share rights and share issue conditions. The Supervisory Board shall be authorised to amend the wording of the articles of incorporation in accordance with the respective implementation of the capital increase from the authorised capital 2015 or after the expiry of the authorisation period. Reports by the Managing Board to the Annual General Meeting 1. REPORT OF THE MANAGING BOARD TO THE ANNUAL GENERAL MEETINGPURSUANT TO SECTION 221 (4) IN CONJUNCTION WITH SECTION 186 (4) CLAUSE 2 OF THE GERMAN STOCK CORPORATION ACT (AKTG) RELATING TO AGENDA ITEM 6 The Managing Board renders the following report to the Annual General Meeting concerning agenda item 6 pursuant to section 221 (4) of the German Stock Corporation Act (AktG) in conjunction with section 186 (4) clause 2 of the German Stock Corporation Act (AktG) relating to the reasons for the authorisation of the Managing Board to exclude shareholder subscription rights when utilising the authorisation. This report is published as follows: a. Under agenda item 6, the Managing and Supervisory Boards propose approval of the further authorisation to issue bonds with warrants and / or convertible bonds and new conditional capital 2015, and the amendment of the articles of incorporation accordingly. aa. The authorisation under agenda item 6 to issue bonds is intended to preserve certain possibilities for the company to finance its activities in continuity with the existing, partially utilised authorisations from 2013 and 2014 along with the associated conditional capital 2013 and 2014 that are intended to service the 2013 and 2014 mandatory convertible bonds, making it possible for the Managing Board, with Supervisory Board approval, to obtain flexible and prompt financing in the company s interest, especially when favourable capital market conditions occur.

16 14 Pursuant to section 4 (11) of the company s articles of incorporation, conditional capital 2014 of EUR 2,215, and pursuant to section 4 (10) of the company s articles of incorporation, conditional capital 2013 of EUR 581, currently exists to grant shares to the holders or creditors of convertible bonds or bonds with warrants pursuant to the authorisation resolution of the Annual General Meeting of July 3, 2013 and July 2, In 2014, the conditional capital 2009, which was provided for in the previous section 4 (8) of the articles of incorporation, was completely utilised through the exercising of the conversion rights from the mandatory convertible bond 2012 of EUR 939, and the conditional capital 2013, provided for in section 4 (10) of the articles of incorporation, was utilized through the exercising of the mandatory convertible bond 2013 of EUR 1,555, The convertible bonds were issued through a private placement with exclusion of subscription rights pursuant to section 186 (3) clause 4 of the German Stock Corporation Act (AktG). In 2014, the company also issued, in relation to the conditional capital 2014, provided for in section 2 (11) of the articles of incorporation, convertible bonds in December 2014 worth a total nominal amount of EUR 33,255,000.00, which provide an entitlement or obligation for conversion into 2,215,000 company shares, ( mandatory convertible bond 2014 ), through a private placement with exclusion of subscription rights in accordance with section 186 (3) clause 4 of the German Stock Corporation Act (AktG). bb. The issuing of convertible bonds and / or bonds with warrants enables debt funding to be raised on attractive terms, and which can be classified as equity or quasi-equity for both rating and accounting purposes depending on the structure of the bond terms. The convertible or warrant premiums that are generated benefit the company s capital base, allowing it to take advantage of favourable financing opportunities. The additional opportunity to substantiate not only the granting of conversion and / or warrant rights but also conversion obligations expands the scope to structure such financing instruments. The proposed new authorisation to issue convertible bonds and bonds with warrants (bonds) in a total nominal amount of up to EUR 60,000,000.00, and to create associated conditional capital 2015 of up to EUR 2,478, (corresponding to a little less than ten percent of the current share capital), is intended to enable the Managing Board, with Supervisory Board approval, to

17 15 flexibly and rapidly secure financing in the company s interest, while making the best possible use of the conditional capital that has been created for this purpose, especially given favourable market conditions. b. The Managing Board renders a written report, which is reproduced in full below, relating to the authorisation to exclude subscription rights as part of the newly proposed authorisation pursuant to sections 221 (4) clause 2, 186 (4) clause 2 of the German Stock Corporation Act (AktG): aa. The shareholders are in principle entitled to a statutory subscription right to the bonds that are associated with warrant or conversion rights or warrant or conversion obligations (Sections 221 (4), 186 (1) of the German Stock Corporation Act (AktG)). To the extent that shareholders are not able to subscribe directly to the bonds, the Managing Board can utilise the opportunity to issue bonds to a bank, or to a company deemed equivalent by law or in the proposed resolution, or a group or consortium of banks and / or such companies, with the obligation that the bonds shall be offered to shareholders corresponding to their subscription rights (indirect subscription right pursuant to section 186 (5) of the German Stock Corporation Act (AktG)). bb. The exclusion of subscription rights for residual amounts enables the utilisation of the requested authorisation to be realised using round amounts. This simplifies the shareholders subscription rights procedure. The exclusion of subscription rights to the benefit of holders or creditors of already issued warrant or conversion rights or warrant or conversion obligations has the advantage that the warrant or conversion price for the already issued warrant or conversion obligations does not need to be reduced, thereby enabling higher total proceeds. Both instances of subscription rights exclusion therefore are in the interests of the company and its shareholders. cc. In each case, the issue amount for the new shares must correspond to at least 80 % of the stock market price calculated directly at the time when the bonds are issued. The possibility of a premium (which can increase according to the term of the bonds) creates the preconditions for allowing the terms of the bonds to take account of the respective capital market conditions at the time when they are issued. In the event of conversion obligations or a share tendering right on the part of the company, the warrant or conversion price can be based on the average stock market price of the company s share

18 16 before the issuing of the shares, even if this is lower than the aforementioned minimum price. This structuring option enables the company to be able to successfully place the bonds on the most beneficial possible terms for the company, while taking into account the market circumstances prevailing on the date that they are issued. dd. The Managing Board shall also be authorised, with Supervisory Board consent, to fully exclude shareholders subscription rights provided the issue of the bonds in return for cash takes place at a price that is not significantly less than the market value of such bonds. This gives the company the opportunity to exploit favourable market situations very rapidly and at short notice, and to achieve better terms when fixing the coupon (interest) rate, the conversion or warrant price, and the issue prices of bonds, by setting the terms close to the market level. Setting terms close to the market level and a smooth placement would not be possible if subscription rights were preserved. Section 186 (2) of the German Stock Corporation Act (AktG) permits publication of the subscription price (and consequently the bond terms) up to the third penultimate day before the expiry of the subscription period. Given the frequently observable volatility on equity markets, a market risk would nevertheless exist over several days that would lead to safety discounts when determining the bonds terms, and consequently to terms that are not close to the market level. Also given the existence of a subscription right, successful placing among third parties is jeopardized, or would entail additional expenses, due to the uncertainty relating to its exercise (subscription behaviour). Finally, when granting subscription rights, the company cannot respond quickly to favourable or unfavourable market circumstances due to the length of the subscription period, but is instead exposed to a falling share price during the subscription period that can result in unfavourable equity procurement for the company. For this instance of full exclusion of subscription rights, pursuant to section 221 (4) clause 2 of the German Stock Corporation Act (AktG), the provision of section 186 (3) clause 4 of the German Stock Corporation Act (AktG) applies analogously. The 10 % limit of share capital that this provision stipulates is to be complied with pursuant to the content of the resolution. The volume of conditional capital that can be made available in this instance to at most secure the warrant or conversion rights or warrant or conversion obligations, must

19 17 not exceed 10 % of the share capital existing when the authorisation became effective to exclude subscription rights pursuant to section 186 (3) clause 4 of the German Stock Corporation Act (AktG). This is already provided for through the limitation of the proposed conditional capital 2015 to 2,478,390 shares. A corresponding provision in the authorisation resolution also ensures that the 10 % limit is also not exceeded in the instance of the capital reduction, as the authorisation to exclude subscription rights expressly cannot exceed 10 % of the share capital, either at the date when it becomes effective, or if this value is lower at the time when this authorisation is exercised. In this context, treasury shares that are sold under exclusion of subscription rights pursuant to section 186 (3) clause 4 of the German Stock Corporation Act (AktG), as well as those shares that are issued from conditional capital under exclusion of subscription rights pursuant to section 186 (3) clause 4 of the German Stock Corporation Act (AktG), if the sale or issue occurs during the period of this authorisation before a subscription rights-free issue of the bonds pursuant to section 186 (3) clause 4 of the German Stock Corporation Act (AktG), are additionally attributed, thereby reducing this amount accordingly. Section 186 (3) clause 4 of the German Stock Corporation Act (AktG) also stipulates that the issue price must not be significantly less than the stock market price. This is to ensure that no notable financial dilution of the shares value occurs. Whether such a dilution effect occurs when bonds are issued free of subscription rights can be calculated by comparing the hypothetical market value of the bonds according to recognised, especially finance-mathematical, methods with the bond s issue price. If, after due examination, this issue price is at most immaterially below the hypothetical stock market price at the date when the bonds are issued, the exclusion of subscription rights is permissible due to the only immaterial discount pursuant to the meaning and purpose of the provision of section 186 (3) clause 4 of the German Stock Corporation Act (AktG). As a consequence, the resolution makes provision whereby the Managing Board, before issuing the bonds, must arrive at the opinion after due examination that the issue price planned for the bonds does not result in any notable dilution of the value of the shares as the issue price of the bonds is not significantly less than their hypothetical market value calculated according to recognised, especially finance-mathematical, methods. This would thereby reduce the arithmetic market value of a subscription right to almost zero, thereby creating no notable financial disadvantage for shareholders as a

20 18 consequence of the exclusion of subscription rights. All of this ensures that a notable dilution of the value of the shares does not occur as the result of the exclusion of subscription rights. ee. Moreover, shareholders have the opportunity to maintain their interest in the share capital of the company also after exercising warrant or conversion rights, or the occurrence of warrant or conversion obligations, at any time through purchases of shares on the stock market. By contrast, the authorisation to exclude subscription rights enables the company to set terms close to the market, the greatest possible security relating to the ability to place bonds with third parties, and the fast exploitation of favourable market conditions. In consideration of all of the aforementioned circumstances, the Managing and Supervisory Boards regard the authorisation to exclude subscription rights in the cases mentioned above under b) as objectively justified and appropriate for the shareholders for the reasons that have been presented, including when taking into account the potential dilution effect for shareholders. In all instances, the Managing Board will carefully assess in accordance with the legal provisions whether the authorisation to exclude subscription rights lies in the interests of the company, and consequently of its shareholders. 2. REPORT OF THE MANAGING BOARD TO THE ANNUAL GENERAL MEETING PURSUANT TO SECTIONS 202, 203 (2) P. 2 OF THE GERMAN STOCK CORPORATION ACT (AKTG) IN CONJUNCTION WITH SECTION 186 (3) CLAUSE 4, (4) CLAUSE 2 OF THE GERMAN STOCK CORPORATION ACT (AKTG) CONCERNING ITEM 7 OF THE AGENDA (CREATION OF AUTHORISED CAPITAL 2015 WITH THE EXCLUSION OF SUBSCRIPTION RIGHTS) Under agenda item 7, the Managing Board and the Supervisory Board propose the creation of new authorised capital 2015 of up to a total of a maximum of EUR 2,478, with the option of an exclusion of subscription rights. This shall be made available for cash and / or non-cash capital increases. The new authorised capital 2015 shall replace the previous approved capital 2010, which is governed in section 4 (9) of the articles of incorporation.

21 19 In the event of the utilisation of the authorised capital, the shareholders shall in principle have a subscription right to the new shares. However, the Managing Board shall be authorised to exclude the subscription right of shareholders subject to Supervisory Board approval in the event of the utilisation of the authorised capital 2015 under certain circumstances. The Managing Board therefore renders this report pursuant to section 203 (2) of the German Stock Corporation Act (AktG) in conjunction with section 186 (4) p. 2 AktG on the reasons for exclusion of subscription rights. a. The exclusion of subscription rights shall be permitted in the event of a cash capital increase provided the issue amount of the new shares does not significantly fall below the stock exchange price. This is also subject to the provision that new shares issued under exclusion of the subscription right do not exceed 10 % of the share capital in total neither at the time of the entry into force of this authorisation nor at the time of its execution. This makes use of the opportunity for facilitated exclusion of subscription rights provided for by the legislator pursuant to section 203 (2) p. 2 of the German Stock Corporation Act (AktG) in conjunction with section 186 (3) p. 4 of the German Stock Corporation Act (AktG). This opens up the opportunity for the company to take advantage of market opportunities quickly and flexibly and to also promptly meet any capital requirements. On account of the generally timeintensive and cost-intensive subscription right procedure, this form of capital increase can be implemented more quickly and cost-effectively than a capital increase with subscription rights. The new shares are placed at a price which is not significantly lower than the stock exchange price and without having to take account of the discounts customary with the issue of new shares with subscription rights / subscription rights issues. This approach ensures the company s equity capital is strengthened in the best possible way in the interests of the company and all of its shareholders. In accordance with the legal provisions, new shares issued in such cases under exclusion of subscription rights cannot exceed 10 % of the share capital in total neither at the time of the entry into effect of this authorisation nor at the time of its execution. Company shares which are issued or sold in direct or analogous application of section 186 (3) clause 4 of the German Stock Corporation Act (AktG) during the term of this authorisation up to the point of its execution are also included in this restriction to 10 % of the share capital. This also applies in particular to the disposal of treasury shares. The disposal of treasury shares is also included provided it takes place on the basis of an authorisation to

22 20 dispose of treasury shares valid at the point in time when this authorisation enters into effect pursuant to section 186 (3) p. 4 of the German Stock Corporation Act (AktG) or an authorisation excluding subscription rights that replaces it. The issue amount of the new shares shall be based on the stock exchange price of the shares already traded on the stock exchange and shall not significantly fall below this. The Managing Board shall keep the discount from the stock market price as low as possible taking account of the market conditions prevailing at the time of placement. Compliance with these provisions on the exclusion of subscription rights takes account of the protection of existing shareholders against dilution. On account of the issue amount of the new shares close to the stock market price and owing to limitation of the capital increase to a large extent under exclusion of subscription rights, each shareholder has the opportunity in principle to purchase the shares required to maintain the proportion of their shareholding under similar conditions via the stock exchange. This ensures, in accordance with the legal provision of section 186 (3) p. 4 of the German Stock Corporation Act (AktG) that the interests of the shareholders in terms of both asset protection and voting rights are appropriately protected in the event of utilisation of the authorised capital 2015 proposed to the Annual General Meeting under exclusion of subscription rights. b. The Managing Board shall be authorised, subject to Supervisory Board approval, to exclude the subscription rights of shareholders in the event of capital increases in return for non-cash contributions if the issue of the new shares is used for the acquisition of companies, parts of companies, holdings in companies, including as part of restructuring pursuant to the Reorganisation of Companies Act or for the acquisition of (single or several) items of real estate. The company will endeavour to improve its competitive position and to open up further markets at home and abroad and to take advantage of market opportunities. In this regard, it may be expedient or necessary to acquire companies, parts of companies, holdings in companies or real estate. The need may arise to act quickly and flexibly in order to optimally take advantage of market opportunities that present themselves. In the interests of the company and shareholders, it may also be expedient, under certain circumstances, to acquire companies, parts of companies, holdings in companies or real estate through the granting of shares of the acquiring company as a payment contribution (e.g. preservation of the liquidity of the acquiring company). The seller also often has an interest in receiving shares as a payment contribution

23 21 for the disposal of companies, parts of companies, holdings in companies or real estate. The proposed authorisation for the exclusion of subscription rights aims to take account of these circumstances. No specific acquisition projects currently exist for which this option could be used. If opportunities arise to acquire companies, parts of companies, holdings in companies or real estate, the Managing Board shall carefully examine in detail whether it should make use of the proposed authorised capital 2015 with this exclusion of subscription rights. It shall only do so if the acquisition of companies, parts of companies, holdings in companies or real estate in return for the granting of company shares is in its best interests. It shall also examine whether the specific project is in line with the company s purpose in accordance with its articles of incorporation and whether the specific circumstances concur with the abstract summary of the project in the authorisation resolution. Only if these requirements are met will the Supervisory Board grant its required approval for the exclusion of subscription rights. When determining the valuation ratio, the Managing Board will appropriately take account of shareholders interests. When determining the value of the shares granted as a payment contribution, the Managing Board shall use the stock exchange price as a guideline and shall also ensure an appropriate ratio between the value of the companies, parts of companies, holdings in companies or real estate to be acquired and the value of the shares granted as a payment contribution. c. The Managing Board can also, with Supervisory Board approval, exclude the subscription rights of shareholders in the event of capital increases in return for cash contributions in order to enable the issue of company shares as part of public offerings. The company is listed on the over-the-counter market on the Munich stock exchange. Additional capital may be raised for the company by introducing company shares on the capital market for all investors with appropriate capital market communications through a public offering in order to increase the company s presence in the fields of business in which it operates and to support its planned further expansion in the real estate sector. The company s group of shareholders and therefore its capital base will also be expanded for further growth, especially with regard to the capital-intensive project developments, exploiting a good market environment in the real estate sector through a capital increase with placement on the capital market as part of a public offering through the acquisition of private and institutional investors and strengthened through the broader distribution of company shares aimed at with a public offering.

24 22 Subscription rights issues are more protracted in terms of implementation than positioning without subscription rights owing to the subscription period. The price discounts typical when issuing new shares with subscription rights / subscription rights issues and the costs for subscription rights trading can also be avoided. Experience has shown that the faster capability to act enables higher proceeds to be achieved than with a comparable capital increase with shareholder subscription rights. The company s equity capital can therefore be strengthened to a greater extent by excluding subscription rights than in the case of issues with subscription rights / subscription rights trading. The opportunity to exclude subscription rights when issuing new shares as part of a public offering also aims to enable the company to rapidly take advantage of favourable stock market conditions and to achieve the greatest possible strengthening of the company s equity capital through market-oriented price setting based on the current stock exchange price. The shareholders are also protected against excessively disadvantageous dilution by ensuring the issue price is based on the current stock exchange price to the greatest possible extent. The exclusion of subscription rights as part of a public offering is therefore in the interests of the company and its shareholders. d. The authorisation to carry out the capital increase in return for cash contributions with the exclusion of subscription rights should enable the company management to secure the rapid and flexible participation of one or more strategic partners in the company which are willing to promptly provide the company with the financial resources required to a greater extent for the financing of the planned course of growth, such as, in particular, the further expansion of the company s capital-intensive real estate project development business as a key element of the company s growth strategy and any further regional expansion of the company s successful business model and the necessary strengthening of the company s capital base. This enables the company s shareholder and equity capital bases to be promptly strengthened to ensure the continuation of the company s dynamic growth, particularly in the project development sector. The company s strategy is to ensure dynamic growth on the basis of a strong equity position. This is of major importance in relation to the strategic development of the company and particularly the expansion of the project development business. The participation of strategically oriented investors in the company helps the company to pursue such long-term business objectives, which may be capital-intensive, together with financially strong partners and thus serves the interests of shareholders. The

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