Branicks Group AG has called an extraordinary general meeting for February 13, 2026, where shareholders will vote on two key resolutions related to the company's corporate structure and capital. The meeting, to be held virtually at 10:00 a.m., follows the publication of relevant documents in the Bundesanzeiger and on the company's website. The primary agenda items involve formalizing recent corporate actions and preparing for potential share exchanges with outside investors of another entity.
The main reason for convening the meeting is to pass resolutions connected to a control and profit transfer agreement, known as BGAV VIB, which was concluded on January 5, 2026. This agreement is between DIC Real Estate Investments GmbH & Co. KGaA, a wholly owned subsidiary of Branicks, as the controlling company, and VIB Vermögen AG as the controlled company. The BGAV VIB itself will be submitted for approval at a separate extraordinary general meeting of VIB scheduled for February 12, 2026.
To facilitate potential compensation for outside shareholders of VIB, Branicks will propose creating conditional capital of up to EUR 50,139,306.00. This would be achieved by issuing up to 50,139,306 new Branicks shares. These new shares would be issued exclusively in exchange for the transfer of VIB shares from VIB's outside shareholders who choose to accept the compensation offer detailed in the BGAV VIB. It is important to note that this conditional capital increase will only be executed to the extent that VIB's outside shareholders exercise their right to this compensation and if treasury shares are not utilized to fulfill the offer.
A second resolution will seek shareholder approval for a control and profit transfer agreement between Branicks Group AG itself as the controlling company and its subsidiary DIC Real Estate Investments GmbH & Co. KGaA as the controlled company. This internal agreement is a standard procedural step following the subsidiary's role in the external BGAV VIB agreement with VIB. The company has published further information on these matters on its investor relations website at https://branicks.com/en/ir/overview/.
This corporate action is significant for shareholders and the German real estate investment sector as it formalizes a strategic corporate restructuring. The creation of conditional capital provides a mechanism to potentially integrate outside shareholders of VIB into the Branicks shareholder base, which could streamline ownership and governance. For the industry, it reflects ongoing consolidation and restructuring within the listed German real estate market, where entities like Branicks, which manages properties with a market value of EUR 10.7 billion, seek to optimize their corporate and portfolio structures. The outcome of the vote will directly impact the company's capital structure and its relationship with a key subsidiary, influencing future strategic flexibility and financial reporting.
