EQS-Adhoc: Branicks Group AG: Agreement on the conclusion of a control and profit transfer agreement between DIC Real Estate Investments GmbH & Co. KGaA and VIB Vermögen AG, and on the exchange ratio for the com

Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

Branicks Group AG: Agreement on the conclusion of a control and profit transfer agreement between DIC Real Estate Investments GmbH & Co. KGaA and VIB Vermögen AG, and on the exchange ratio for the compensation in Branicks shares and the fixed annual compensation payment

Frankfurt, January 2, 2026 –– As announced on October 30, 2025, DIC Real Estate Investments GmbH & Co. Kommanditgesellschaft auf Aktien ("DIC REI KGaA"), a wholly owned subsidiary of Branicks Group AG ("Branicks"), ISIN: DE000A1X3XX4, and VIB Vermögen AG ("VIB") intend to conclude a control and profit transfer agreement pursuant to Section 291 of the German Stock Corporation Act (AktG) between DIC REI KGaA as the controlling company and VIB as the controlled company ("CPTA" or "Agreement").

Under the CPTA, DIC REI KGaA will grant VIB's outside shareholders a fixed annual compensation payment for the duration of the Agreement. In addition, the Agreement will provide for an offer to acquire the shares of VIB's outside shareholders in exchange for compensation in the form of Branicks shares. 

After completion of the work of the jointly appointed valuation expert, DIC REI KGaA and VIB have today agreed, with the approval of the supervisory boards of both companies, in the CPTA to offer the outside shareholders of VIB a compensation in the form of 4.18 Branicks shares for each VIB share. Furthermore, DIC REI KGaA and VIB have today agreed, with the approval of the supervisory boards, that the CPTA will provide for an annual fixed compensation payment of EUR 0.92 gross (or EUR 0.77 net after deduction of current corporate income tax plus solidarity surcharge) per VIB share for each full financial year. Branicks intends to issue a letter of comfort to secure DIC REI KGaA's payment obligations under the CPTA. The review of the appropriateness of the agreed compensation payment and the agreed exchange ratio for the share compensation by the court-appointed expert auditor has not yet been completed. However, the court-appointed auditor has already indicated that he will confirm the appropriateness.

The CPTA requires the approval of the general meeting of VIB, which is scheduled for February 12, 2026, and the approval of the general meeting of DIC REI KGaA and of the general partner of DIC REI KGaA to the resolution of the general meeting of DIC REI KGaA, both of which are to be obtained in timely connection with the general meeting of VIB, as well as entry in the commercial register of VIB.

In order to create the Branicks shares to be granted to the outside shareholders of VIB if they decide to accept the compensation offered in the CPTA, the management board and supervisory board of the company today resolved to propose to the general meeting of Branicks, scheduled for February 13, 2026, that it shall pass a resolution on a conditional capital of up to EUR 50,139,306.00 through the issue of new shares, corresponding to 60% of the current share capital. The new Branicks shares will be issued in exchange for the transfer of VIB shares by outside shareholders of VIB who accept the compensation offer from the CPTA at the exchange ratio as specified in the CPTA or as adjusted in accordance with its provisions. The conditional capital increase will only be carried out to the extent that the outside shareholders of VIB exercise their compensation rights and no treasury shares are used to service the offer. Based on the exchange ratio of 4.18 Branicks shares per VIB share agreed in the CPTA, this would mean the issue of new shares amounting to a maximum of approx. 51.7% of the current share capital if the compensation offer is accepted for all shares held by outside shareholders.

Branicks and DIC REI KGaA also intend to conclude a further control and profit transfer agreement with Branicks as the controlling company and DIC REI KGaA as the controlled company ("Additional CPTA"). In the absence of outside shareholders, the Additional CPTA contains no compensation provision, neither for shares nor for payment. The Additional CPTA shall also be submitted for approval to the general meeting of Branicks scheduled for February 13, 2026, and will only become effective upon entry in the commercial register of DIC REI KGaA. The letter of comfort intended by Branicks in connection with the CPTA between DIC REI KGaA and VIB shall not apply for periods during which the Additional CPTA is effective.

The notices convening the two extraordinary general meetings of VIB and Branicks are to be published in the coming days.