Branicks Group AG to Seek Shareholder Approval for Capital Increase and Control Agreement at February 2026 EGM

Branicks Group AG has called an extraordinary general meeting for 13 February 2026, where shareholders will vote on two key resolutions related to corporate restructuring and capital. The primary agenda item involves approving a control and profit transfer agreement, known as the BGAV VIB, which was concluded on 5 January 2026 between DIC Real Estate Investments GmbH & Co. KGaA, a wholly owned subsidiary of Branicks, as the controlling company, and VIB Vermogen AG as the controlled company. This agreement is also scheduled for approval at a separate extraordinary general meeting of VIB on 12 February 2026.

To facilitate potential compensation for VIB's outside shareholders under this agreement, Branicks will propose the creation of conditional capital amounting to up to EUR 50,139,306.00. This capital would be generated by issuing up to 50,139,306 new Branicks shares. These shares would be offered in exchange for VIB shares held by outside shareholders who accept the compensation terms detailed in the BGAV VIB. The conditional capital increase is contingent upon VIB's outside shareholders exercising their right to compensation and will only proceed to the extent that treasury shares are not utilized to fulfill the offer.

Additionally, the meeting will seek shareholder approval for a separate control and profit transfer agreement between Branicks Group AG as the controlling entity and DIC Real Estate Investments GmbH & Co. KGaA as the controlled entity. This internal agreement further defines the corporate governance and financial relationship between the parent company and its subsidiary. The company has made relevant documents available through official channels, including publication in the Bundesanzeiger and on its corporate website. Further information on these matters is accessible at https://branicks.com/en/ir/overview/.

The resolutions, if passed, could significantly impact Branicks' capital structure and its operational integration with VIB Vermogen AG. By potentially absorbing VIB shares through this exchange, Branicks may consolidate its real estate holdings and streamline management under its existing platform, which includes nine offices across major German markets. This move aligns with the company's focus on its Commercial Portfolio and Institutional Business segments, where it manages properties with a market value of EUR 10.7 billion as of September 2025. The outcome of the shareholder vote will determine the execution of these strategic corporate actions, influencing future financial reporting and shareholder equity.