invitation to the virtual annual general meeting

2020

INVITATION TO THE VIRTUAL ANNUAL GENERAL MEETING

ISIN DE000A2YPDD0 / WKN A2YPDD

We hereby invite the shareholders of our

company to the Annual General Meeting at 11 a.m.

on Thursday, July 2, 2020 which shall be held solely as a virtual

Annual general Meeting, without the physical presence of the

shareholders or their appointed proxies.

AGENDA

1. Presentation of the approved annual financial statements

of VIB Vermögen AG and the approved consolidated

financial statements for the 2019 financial year, the man-

agement reports of VIB Vermögen AG and the VIB Group

and the Supervisory Board report for the 2019  financial year

2. Resolution on the appropriation of the net retained

profits for the 2019 financial year

The Managing and Supervisory Boards propose to appropriate

the net retained profits of EUR 19,305,845.30 reported for the

2019 financial year as follows:

Payment of a dividend of EUR 0.70 per share with

dividend rights, i.e. the entire net retained profits of

EUR 19,305,845.30.

The dividend will be payable on July 7, 2020.

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3. Resolution on formal approval of the actions of the

Managing Board for the 2019 financial year

The Managing and Supervisory Boards propose that the

members of the Managing Board be granted formal approval

for the 2019 financial year.

4. Resolution on formal approval of the actions of the

Supervisory Board for the 2019 financial year

The Managing and Supervisory Boards propose that the

members of the Supervisory Board be granted formal approval

for the 2019 financial year.

5. Appointment of the auditor of the financial statements

and consolidated financial statements for the 2020

financial year

The Supervisory Board proposes to the Annual General

Meeting the appointment of Ernst & Young GmbH

Wirtschafts prüfungsgesellschaft, Munich, Germany, as the

auditor of the company’s annual financial statements and

consolidated financial statements for the 2020 financial year

and as the auditor for any review reports necessary in respect

of interim financial reports.

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6. Resolution on the passing of a new authorisation to issue

convertible bonds and/or bonds with warrants including

the option of excluding the shareholder subscription

right, as well as the creation of a 2020 Conditional

Capital and a corresponding amendment to the articles

of incorporation

The authorisation to issue convertible bonds and/or bonds with

warrants granted by the Annual General Meeting of July 1, 2015,

expires on June 30, 2020. The authorisation was not used.

Sect. 4 (8) of the articles of incorporation includes conditional

capital in the amount of EUR 2,478,390.00, divided amongst up

to 2,478,390.00 no-par-value registered shares (2015 Conditional

Capital), for the possible exercise of conversion and/or warrant

rights or for the fulfilment of conversion obligations arising from

this authorisation.

Convertible bonds and/or bonds with warrants can be

significant instruments in terms of ensuring an adequate

capital base, which, in turn, is a key pillar of the company’s

development. The company receives incoming capital that it

may, under certain circumstances, be able to retain as equity.

In order to continue providing the company with maximum

flexibility in terms of raising capital, whatever the situation on

the capital market and following expiry of the current

authorisation to issue convertible bonds and bonds with

warrants on June 30, 2020, it is proposed that a new authori-

sation be granted to issue convertible bonds and/or bonds

with warrants, with subscription rights excluded, as well as a

corresponding 2020 Conditional Capital in the amount of

EUR 2,757,977.00 to serve such bonds. This authorisation, with

a subscription right exclusion, is limited to a total share volume

of just under 10% of current share capital.

Pursuant to the authorisation, the sum total of the shares

issued subject to an exclusion of the subscription right may not

exceed 10% of the share capital, either at the time of the

authorisation coming into effect or at the time of the

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authorisation being exercised, whichever is lower. Counting

towards this limit are (i) shares that are issued or sold subject

to an exclusion of the subscription right during the term of this

authorisation but on the basis of another authorisation –

particularly in connection with a capital increase from

Authorised Capital 2020 with an exclusion of the subscription

right as proposed to this Annual General Meeting under

Agenda Item 7 below – or (ii) that, during the term of this

authorisation, are to be issued on the basis of utilisation of

another authorisation for convertible bonds/bonds with

warrants issued subject to the exclusion of the subscription right.

The Managing and Supervisory Boards therefore propose the

following resolution:

a) To authorise the issuance of convertible bonds and/or bonds

with warrants and to exclude the subscription right.

aa) The Managing Board shall be authorised, with the consent

of the Supervisory Board, to issue, once or on multiple

occasions until July 1, 2025, bearer or registered convertible

bonds and/or bonds with warrants (also referred to as “the

debenture bonds”) – in a total nominal amount of up to

EUR 90,000,000.00 and with or without a fixed term – and

to grant or impose upon the holders/creditors of convertible

bonds conversion rights on no-par-value registered shares in

the company, constituting a corresponding share of the share

capital, in a total of up to EUR 2,757,977.00 pursuant to the

detailed terms and conditions of these debenture bonds. The

detailed bond terms and conditions may stipulate (i) a warrant

and/or conversion obligation at the end of the term or at

another point in time or (ii) the right of the company to grant,

upon maturity (including maturity due to termination), no-par-

value shares in the company to the holders/creditors in lieu of

some or all of the monetary amount due (“right to settle in

shares”).

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bb) The debenture bonds shall be offered to the share holders

for subscription. The statutory subscription right may be

granted to the shareholders in that the debenture bonds are

passed to one or more financial institutions, to one or more

companies operating in accordance with Sect. 53 (1) sentence 1

or Sect. 53b (1) sentence 1 or paragraph 7 of the German

Credit Act (Gesetz über das Kreditwesen) or to a group or

consortium of financial institutions and/or such companies

with the obligation that the financial institutions/companies

concerned offer the debenture bonds to the shareholders for

subscription.

cc) The Managing Board is, however, authorised, with the

consent of the Supervisory Board, to exclude fractional

amounts caused by the subscription ratio from the share-

holders’ subscription right and to exclude the subscription

right insofar as is necessary to enable the granting of a

subscription right to holders/creditors of previously issued

debenture bonds to the extent to which they would be

entitled as shareholders following the exercise of warrant and/

or conversion rights or the fulfilment of warrant and/or

conversion obligations or following the exercise of a right to

settle in shares.

dd) Further, the Managing Board is authorised, with the

consent of the Supervisory Board, to fully exclude the

shareholders’ subscription right in respect of debenture bonds

issued in exchange for a cash consideration insofar as the

Managing Board, following careful consideration, forms the

view that the issue price of the debenture bonds is not

significantly below their hypothetical market value, as

determined by recognised methods (particularly actuarial

methods). This authorisation to exclude the subscription right

only applies, however, in respect of debenture bonds with a

warrant and/or conversion right or a warrant and/or conver-

sion obligation or a right to settle in shares on the part of the

company that relate to a share of the share capital that may

not, in total, exceed 10% of the share capital, either at the

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time of the authorisation coming into effect or at the time of

exercise of this authorisation, whichever is lower. Treasury

shares sold in the period between July 2, 2020, and the

issuance of the corresponding debenture bonds, with

subscription rights excluded pursuant to Sect. 71 (1) no. 8 of

the German Stock Corporation Act (AktG) in conjunction with

Sect. 186 (3) sentence 4 AktG, shall count towards the

aforementioned 10% threshold. Furthermore, those shares

issued from authorised capital – with subscription rights

excluded pursuant to Sect. 203 (1) AktG in conjunction with

Sect. 186 (3) sentence 4 AktG – in the period between

July 2, 2020, and the issuance of the corresponding deben-

ture bonds shall count towards the aforementioned 10%

threshold.

ee) Any issuance of debenture bonds subject to an exclusion

of the subscription right pursuant to this authorisation may

only take place if the arithmetic share of the share capital

attributable to the new shares to be issued on the basis of

such debenture bonds does not exceed 10% of the share

capital, either at the time of this authorisation coming into

effect or at the time of its exercise, whichever is lower.

Counting towards this threshold are shares that (i) are issued

or sold subject to an exclusion of the subscription right during

the term of this authorisation but on the basis of another

authorisation or (ii) that, during the term of this authori sation,

are to be issued on the basis of utilisation of another

authorisation for convertible bonds/bonds with warrants

issued subject to the exclusion of the subscription right.

ff) The debenture bonds will be split into partial debentures.

gg) In the event of the issuance of bonds with warrants, one

or more warrants shall be attached to each partial debenture,

entitling or – in the event of a right to settle in shares – obli-

gating the holder to subscribe to no-par-value registered

shares in the company pursuant to the detailed bond/warrant

terms and conditions stipulated by the Managing Board. In

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respect of bonds with warrants issued by the company and

denominated in euros, the terms and conditions of the bond

and/or warrant may stipulate that the warrant price may also

be settled through the transfer of partial debentures and,

where applicable, payment in cash. The proportional share of

the share capital attributable to the shares to be subscribed

for each partial debenture may not exceed the nominal

amount of the partial debentures. Insofar as fractions of

shares arise, it may be stipulated that these fractions be

added together pursuant to the terms and conditions of the

bond/warrant and, where applicable, in exchange for

payment to enable the subscription of entire shares.

hh) In the event of the issuance of convertible bonds, the

holders of registered partial debentures or, otherwise,

creditors of the partial debentures shall receive the irrevocable

right or obligation to convert their partial debentures into

no-par-value registered shares in the company, or to purchase

such shares, pursuant to the bond terms and conditions

stipulated by the Managing Board. The conversion ratio shall

be calculated by dividing the nominal amount – or the face

value, if lower – of a partial debenture by the stipulated

conversion price for one no-par-value registered share in the

company and may be rounded up or down to the nearest

integer; furthermore, a cash consideration and the amalgama-

tion of, or a settlement for, non-convertible fractional

amounts may be stipulated. The terms and conditions of the

bond may stipulate a variable conversion ratio and may set

the conversion price (subject to the minimum price deter-

mined below) within a predefined range, subject to the

performance of the share price of the company’s share during

the term of the bond.

ii) The stipulated warrant/conversion price for a no-par-value

share in the company (“a VIB share”) must – with the

exception of cases in which a warrant/conversion obligation

or a right to settle in shares has been stipulated – equate to at

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least 80 of 100 per cent of the unweighted average closing

auction price of the VIB share in trading on XETRA (or a

comparable successor system) on the Frankfurt Stock

Exchange over the previous ten trading days prior to the

passing of the resolution by the Managing Board to issue the

debenture bonds or must – in the event that a subscription

right is granted – equate to at least 80 of 100 per cent of the

unweighted average closing auction price of the VIB share in

trading on XETRA (or a comparable successor system) on the

Frankfurt Stock Exchange from the start of the subscription

period up to and including the day prior to the publication of

the final terms and conditions for the debentures pursuant

to Sect. 186 (2) AktG. In the event of a warrant/conversion

obligation or a right to settle in shares, the warrant and/or

conversion price may, pursuant to the detailed terms and

conditions of the bond, correspond to at least the aforemen-

tioned minimum price or to the unweighted average closing

auction price of the VIB share in trading on XETRA (or a

comparable successor system) on the Frankfurt Stock

Exchange during a reference period of 15 trading days prior to

the date of final maturity or another stipulated date, even if

this average price is below the aforementioned minimum

price. The proportional share of the share capital of the

no-par- value shares in the company issued may not exceed

the nominal amount of the debentures. This shall have no

effect on Sect. 9 (1) and 199 (2) of the German Stock

Corporation Act (AktG).

jj) Sect. 9 (1) of the German Stock Corporation Act (AktG)

notwithstanding, the warrant/conversion price may, pursuant

to the detailed terms and conditions of the bond, be reduced

on the basis of a dilution clause for the purpose of maintain-

ing the rights of the holders/creditors of the debenture bonds

pursuant to Sect. 216 (3) of the German Stock Corporation

Act (AktG) if, during the warrant/conversion period, the

company (i) increases the share capital by means of a capital

increase from company funds involving the issuance of new

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shares or (ii) increases the share capital granting an exclusive

subscription right to its shareholders or sells treasury shares

(irrespective of any exclusion of the subscription right for

fractional amounts) or (iii) issues, grants or guarantees,

granting an exclusive subscription right to its shareholders,

any further debenture bonds with warrant/conversion rights

or the right to settle in shares or warrant/conversion obliga-

tions (irrespective of any exclusion of the subscription right for

fractional amounts) and, in instances (i) to (iii), the holders of

existing warrant/conversion rights have not been granted any

subscription right in respect thereof to which they would be

legally entitled following exercise of the warrant/conversion

right or following fulfilment of the warrant/conversion

obligation. The reduction of the warrant/conversion price may

also be effected by a cash payment upon exercise of the

warrant/conversion right or upon fulfilment of the warrant/

conversion obligation. Insofar as necessary for the purpose of

anti-dilution protection, the terms and conditions may, for the

aforementioned circumstances, also stipulate that the number

of warrant/conversion rights be adjusted for each partial

debenture. Furthermore, the terms and conditions of the

debenture bonds may – for the event of a capital reduction or

other extraordinary measures/events that entail an economic

dilution of the value of the warrant/conversion rights or

warrant/conversion obligations (e.g. changes in legal form,

dividend payments, a takeover by third parties) – provide for

the adjustment of warrant/conversion rights or warrant/

conversion obligations. This shall have no effect on Sect. 9 (1)

of the German Stock Corporation Act (AktG) and Sect. 199 (2)

of the German Stock Corporation Act (AktG).

kk) The terms and conditions of the bond may entitle the

company, instead of granting new no-par-value shares, to pay a

monetary amount that, in respect of the shares that would

otherwise have been issued, corresponds to the unweighted

average closing auction price of the VIB share in trading on

XETRA (or a comparable successor system) on the Frankfurt

Stock Exchange over the ten trading days following the

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declaration to exercise the warrant/conversion. The terms and

conditions of the bonds may also permit, at the discretion of

the company, conversion of the debenture bonds into existing

shares in the company or another listed company instead of

conversion into new shares from conditional capital or

fulfilment of the warrant right or right to settle in shares

through the provision of such shares or the serving of the

warrant obligation through the provision of such shares.

ll) The Managing Board shall be authorised, with the consent

of the Supervisory Board, to stipulate the further details of the

issuance and provisions of the debenture bonds, particularly

the interest rate, issue price, term and denomination, dilution

provisions, warrant/conversion period and – pursuant to the

provisions outlined above – the warrant/conversion price.

b) Creation of a 2020 Conditional Capital

The share capital shall be conditionally increased by up

to EUR 2,757,977.00 through the issuance of 2,757,977

no-par-value registered shares (2020 Conditional Capital). The

conditional capital increase serves to facilitate the granting of

no-par-value registered shares in the event of the exercise of

warrant/conversion rights or the fulfilment of corresponding

warrant/conversion obligations or in the event of the exercise

of a discretionary right on the part of the company to grant

no-par-value shares in the company, in lieu of some or all

of the monetary amount due, to the holders/creditors of

debenture bonds issued by the company in the period until

July 1, 2025, on the basis of the authorisation resolution

passed at the Annual General Meeting held on July 2, 2020

( Agenda Item 6). The new shares shall be issued at the

relevant warrant/conversion prices stipulated in the aforemen-

tioned authorisation resolution.

The conditional capital increase shall only be carried out in the

event of debenture bonds being issued in accordance with

the authorisation resolution of the Annual General Meeting

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of July 2, 2020 (Agenda Item 6), and only commensurate

to the extent to which use is made of warrant/conversion

rights or the extent to which holders/creditors of debenture

bonds meet their obligation to exercise their warrant/convert

their debenture bonds or the extent to which the company

exercises a discretionary right to provide no-par-value shares

in the company in lieu of some or all of the monetary amount

payable, insofar as no cash settlement is granted or no

treasury shares or shares in another listed company are used

to settle the obligation. The new shares issued shall carry a

dividend entitlement from the beginning of the fiscal year in

which they are issued. The Managing Board shall, with the

consent of the Supervisory Board, be authorised to stipulate

the further details of the conditional capital increase.

c) Amendment to the articles of incorporation

Section 4 (8) of the articles of incorporation of the company

shall be redrafted as follows:

“(8) The share capital is conditionally increased by up to

EUR 2,757,977, divided into up to 2,757,977 no-par- value

registered shares (2020 Conditional Capital). The conditional

capital increase shall only be conducted insofar as the holders/

creditors of warrant/conversion rights, or those obligated

to exercise warrants/convert bonds, in respect of debenture

bonds issued/granted by the company in the period until

July 1, 2025, on the basis of the authorisation given to the

Managing Board by the AGM resolution of July 2, 2020

(Agenda Item 6), make use of their warrant/conversion rights

or – insofar as they are obligated to exercise warrants/convert

bonds – fulfil their exercise/conversion obligations or to the

extent that the company exercises a discretionary right to pro-

vide shares in the company in lieu of some or all of the mon-

etary payment due, insofar as no cash settlement is granted

or no treasury shares or shares in another listed company are

used to settle the obligation. The new shares shall be issued

at the relevant warrant/conversion prices stipulated in the

aforementioned authorisation resolution. The new shares shall

11

carry a dividend entitlement from the beginning of the fiscal

year in which they are issued. The Managing Board is, with

the consent of the Supervisory Board, authorised to stipulate

the further details of the conditional capital increase.

The Supervisory Board is authorised to amend the wording

of Sect. 4 (8) of the articles of incorporation to reflect each

issuance of subscription shares, as well as to make all other

necessary amendments to the articles of incorporation that

only pertain to the wording. The same applies in respect of

the non-utilisation of the authorisation to issue debenture

bonds within the authorisation period and in respect of the

non-utilisation of 2020 Conditional Capital within the periods

for the exercise of convertible and/or warrant rights or the

fulfilment of conversion obligations.”

7. Resolution on the creation of a new 2020 Authorised

Capital with the option of excluding the shareholders’

subscription right, and corresponding amendments to

the articles of incorporation

Sect. 4 (9) of the articles of incorporation contains 2015

Authorised Capital, which authorises the Managing Board to

increase the share capital of the company by a total of no more

than EUR 2,478,390.00 in the period until June 30, 2020, by

issuing new no-par-value registered shares in exchange for

cash and/or non-cash contributions (2015 Authorised Capital).

2015 Authorised Capital provides for the exclusion of share-

holders’ subscription rights in certain cases. 2015 Authorised

Capital was not utilised. As 2015 Authorised Capital will have

expired as of the date of the Annual General Meeting, the

Managing and Supervisory Boards propose the creation of

a new and largely identical 2020 Authorised Capital in an

amount that is slightly below 10% of the company’s current

share capital.

The proportional share of the share capital attributable to

shares issued subject to an exclusion of the subscription right

under the proposed authorisation under this Agenda Item 7

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may not exceed 10% of the share capital at the time of the

resolution being passed by the Annual General Meeting.

Subject to any further authorisation to exclude the subscription

right passed by a future Annual General Meeting, the Manag-

ing Board shall also include an issue of shares or of financial

instruments with conversion or warrant rights or obligations

based on other authorisations to exclude subscription rights

granted to the Managing Board – in particular, in connection

with the issuance of corresponding debenture bonds pursuant

to the proposed resolution of this Annual General Meeting

under Agenda Item 6 – subject to the proviso that the

Managing Board shall only use the authorisations granted to

it to conduct capital measures subject to an exclusion of the

subscription right to increase the share capital by a maximum

amount of 10% of the share capital at the time of the

resolution being passed by the Annual General Meeting.

The Managing and Supervisory Boards therefore propose the

following resolution:

a) The Managing Board shall be authorised, with the consent

of the Supervisory Board, to increase the share capital of the

company on one or more occasions by a total of no more

than EUR 2,757,977 in the period until July 1, 2025, by issuing

new no-par-value registered shares in exchange for cash and/

or non-cash contributions (2020 Authorised Capital). The

shareholders shall be granted a subscription right. The new

shares may also be passed on to financial institutions named

by the Managing Board with the obligation to offer them to

the shareholders for subscription (indirect subscription right).

The Managing Board shall, with the consent of the Super-

visory Board, be entitled to exclude the shareholders’

statutory subscription right in the following instances:

› Capital increase in exchange for cash contributions pursuant

to Sect. 203 (1) and Sect. 186 (3) sentence 4 of the German

Stock Corporation Act (AktG) in which the face value of

the new shares is not significantly below the stock market

13

price. This authorisation to exclude the subscription right

only applies, however, subject to the proviso that the new

shares issued with an exclusion of the subscription right

pursuant to Sect. 203 (1) and Sect. 186 (3) sentence 4 of

the German Stock Corporation Act (AktG) do not exceed a

total of ten per cent of the share capital, either at the time

of the authorisation coming into effect or at the time of its

exercise. Any shares issued or sold by the company, applying

Sect. 186 (3) sentence 4 of the German Stock Corporation

Act (AktG) directly or indirectly, during the term of this

authorisation up to the point of its exercise shall count

towards this limit of 10% of the share capital; this applies, in

particular, to the disposal of treasury shares;

› Issuance of shares in exchange for non-cash contributions

as part of the acquisition of companies, parts of companies,

investments in companies (including as part of changes of

legal form pursuant to the German Transformation Act) and

properties;

› Issuance of shares in exchange for cash contributions as part

of a public offering;

› Issuance of shares to strategic partners in exchange for cash

contributions;

› Equalisation of fractional amounts.

The proportionate share of the share capital attributable to

the shares issued subject to an exclusion of the shareholders’

subscription right in exchange for cash or non-cash contri-

butions may not, in total, exceed 10% of the share capital of

the company at the time of the passing of the resolution by the

Annual General Meeting. Counting towards this limit – subject

to any further authorisation to exclude the subscription right

passed by a future Annual General Meeting – are shares

that are issued subject to the exclusion of the subscription

right during the term of this authorisation but on the basis of

another authorisation or that relate to financial instruments

with conversion or warrant rights or obligations that are issued

subject to the exclusion of the shareholders’ subscription

right during the term of this authorisation but on the basis of

another authorisation.

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The Managing Board shall be authorised, with the consent

of the Supervisory Board, to stipulate the further details of

the execution of capital increases from 2020 Authorised

Capital, particularly the further content of the share rights

and the terms and conditions of the share issue.

The Supervisory Board shall be authorised to amend the

wording of the articles of incorporation to reflect the execu-

tion of the capital increase from 2020 Authorised Capital or

following expiry of the authorisation period.

b) Sect. 4 (9) of the articles of incorporation shall be redrafted

as follows:

“(9) The Managing Board is authorised, with the consent of

the Supervisory Board, to increase the share capital of the

company on one or more occasions by a total of no more

than EUR 2,757,977 in the period until July 1, 2025, by issu-

ing new no-par-value registered shares in exchange for cash

and/or non-cash contributions (2020 Authorised Capital).

The shareholders shall be granted a subscription right. The

new shares may also be passed on to financial institutions

named by the Managing Board with the obligation to offer

them to the shareholders for subscription (indirect subscrip-

tion right).

The Managing Board is, with the consent of the Super-

visory Board, entitled to exclude the shareholders’ statutory

subscription right in the following instances:

› Capital increase in exchange for cash contributions pursuant

to Sect. 203 (1) and Sect. 186 (3) sentence 4 of the German

Stock Corporation Act (AktG) in which the face value of

the new shares is not significantly below the stock market

price. This authorisation to exclude the subscription right

only applies, however, subject to the proviso that the new

shares issued with an exclusion of the subscription right

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pursuant to Sect. 203 (1) and Sect. 186 (3) sentence 4 of

the German Stock Corporation Act (AktG) do not exceed a

total of ten per cent of the share capital, either at the time

of the authorisation coming into effect or at the time of its

exercise. Any shares issued or sold by the company, applying

Sect. 186 (3) sentence 4 of the German Stock Corporation

Act (AktG) directly or indirectly, during the term of this

authorisation up to the point of its exercise shall count

towards this limit of 10% of the share capital; this applies,

in particular, to the disposal of treasury shares;

› Issuance of shares in exchange for non-cash contributions

as part of the acquisition of companies, parts of companies,

investments in companies (including as part of changes of

legal form pursuant to the German Transformation Act) and

properties;

› Issuance of shares in exchange for cash contributions as part

of a public offering;

› Issuance of shares to strategic partners in exchange for cash

contributions;

› Equalisation of fractional amounts.

The proportionate share of the share capital attributable to

the shares issued subject to an exclusion of the shareholders’

subscription right in exchange for cash or non-cash contri-

butions may not, in total, exceed 10% of the share capital of

the company at the time of the passing of the resolution by the

Annual General Meeting. Counting towards this limit – subject

to any further authorisation to exclude the subscription right

passed by a future Annual General Meeting – are shares

that are issued subject to the exclusion of the subscription

right during the term of this authorisation but on the basis of

another authorisation or that relate to financial instruments

with conversion or warrant rights or obligations that are issued

subject to the exclusion of the shareholders’ subscription

right during the term of this authorisation but on the basis of

another authorisation.

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The Managing Board is authorised, subject to the consent of

the Supervisory Board, to stipulate the further details of the

execution of capital increases from 2020 Authorised Capital,

particularly the further content of the share rights and the

terms and conditions of the share issue.

The Supervisory Board is authorised to amend the wording

of the articles of incorporation to reflect the execution of

the capital increase from 2020 Authorised Capital or follow-

ing expiry of the authorisation period.”

REPORTS OF THE MANAGING BOARD TO THE ANNUAL GENERAL MEETING

1. Managing Board report to the Annual General Meeting

pursuant to Sect. 221 (4) AktG in conjunction with

Sect. 186 (4) sentence 2 AktG concerning Agenda Item 6

The Managing Board submits the following report

concerning Agenda Item 6 to the Annual General Meeting

in accordance with Sect. 221 (4) AktG in conjunction with

Sect. 186 (4) sentence 2 AktG, outlining the reasons for the

authorisation of the Managing Board to exclude the share-

holders’ subscription right when utilising the authorisation.

The report reads as follows:

a) Under Agenda Item 6, the Managing and Supervisory Boards

propose that a new authorisation be passed to issue bonds

with warrants and/or convertible bonds and to create a new

2020 Conditional Capital, and that the articles of incorpora-

tion be amended accordingly.

aa) The authorisation under Agenda Item 6 to issue

debenture bonds shall follow on continuously from the 2015

authorisation to issue convertible bonds and bonds with

warrants, along with the corresponding 2015 Conditional

Capital, which will have expired on the date of the Annual

General Meeting. The new authorisation shall provide

the company with certain options in terms of financing

17

its activities and enable the Managing Board, with the

consent of the Supervisory Board, to initiate prompt and

flexible financing in the interests of the company – espe-

cially in the event of favourable capital market conditions.

Pursuant to Sect. 4 (8) of the company’s articles of incor-

poration, 2015 Conditional Capital existed in the amount

of EUR 2,478,390.00, which – for the purpose of granting

shares to the holders/creditors of convertible bonds and/or

bonds with warrants – ran until June 30, 2020, pursuant to

the authorisation resolution of the Annual General Meeting

of July 1, 2015.

bb) The issuance of convertible bonds and/or bonds with

warrants enables the borrowing of outside capital at

attractive terms. Depending on the terms and conditions

of the bond, this capital can be classified as equity or as

equity-equivalent for both rating and accounting purposes.

The generated conversion/warrant premiums benefit the

company’s capital base, enabling the company to utilise

favourable financing opportunities. Furthermore, the

intended option to impose conversion obligations alongside

the granting of conversion and/or warrant rights increases

the scope for structuring this financing instrument. The

proposed new authorisation to issue convertible bonds

and bonds with warrants (debenture bonds) in a total

nominal amount of up to EUR 90,000,000.00 and to

create a corresponding 2020 Conditional Capital of up to

EUR 2,757,977.00 (corresponding to just below ten per cent

of the company’s current share capital) will serve to enable

the Managing Board, with the consent of the Supervisory

Board, to initiate prompt and flexible financing in the inter-

ests of the company – especially where the capital market

conditions are favourable – whilst making the best-possible

use of the conditional capital created for this purpose.

b) For the purpose of authorising the exclusion of the subscrip-

tion right in connection with the newly proposed authori-

sation, the Managing Board has submitted a written report

pursuant to Sect. 221 (4) sentence 2 AktG and Sect. 186 (4)

sentence 2 AktG. This report is published in full below:

18

aa) The shareholders hold a statutory subscription right in

respect of debenture bonds that entail warrant/conversion

rights or warrant/conversion obligations or a right to

settle in shares on the part of the company

(Sect. 221 (4) AktG, Sect. 186 (1) AktG). Insofar as the

shareholders are not given the option of subscribing directly

to the debenture bonds, the Managing Board is entitled to

make use of the option of passing debenture bonds to a

financial institution or an equivalent company (both in law

and in the proposed resolution) or a group or consortium of

financial institutions and/or such companies with the

obligation that these institutions/companies offer the

debenture bonds to the shareholders in accordance with the

shareholders’ subscription right (indirect subscription right

within the meaning of Sect. 186 (5) AktG).

bb) The exclusion of the subscription right in respect of

fractional amounts enables the utilisation of the requested

authorisation in the form of whole amounts. This simplifies

the processing of the shareholders’ subscription right. The

exclusion of the subscription right in favour of the holders/

creditors of previously issued warrant/conversion rights or

warrant/conversion obligations has the advantage that the

warrant/conversion price for the previously issued warrant/

conversion obligations need not be reduced, meaning that a

higher cash inflow is enabled overall. Therefore, both

instances of excluding the subscription right are in the

interests of the company and its shareholders.

cc) The face value of new shares must correspond to at least

80% of the share price determined at or around the time of

the issuance of the bond concerned. By virtue of the option

of a premium (which may increase after the term of the

debenture bonds), the groundwork is laid to adapt the terms

of the debenture bonds to reflect the capital market

conditions at the time of their issue. In the event of conver-

sion obligations or a right to settle in shares on the part of the

company, the warrant/conversion price may also be based on

19

the average price of the company’s share prior to issuance of

the shares, even if this price is lower than the aforementioned

minimum price. On account of this option, the company is put

in a position to successfully place the debenture bonds at

conditions that are as favourable to the company as possible,

paying due regard to the market conditions prevailing at the

time of issue.

dd) Furthermore, the Managing Board shall be authorised,

with the consent of the Supervisory Board, to fully exclude

the shareholders’ subscription right if the debenture bonds

are issued in exchange for cash at a price that is not signifi-

cantly below the market value of the debenture bonds. This

provision gives the company the option of taking advantage

of favourable market situations quickly and at extremely short

notice and, by setting a price that accurately reflects market

conditions, achieving better conditions in terms of the

debenture bonds’ interest rate, warrant/conversion price and

issue price. The setting of prices that reflect market condi-

tions, as well as seamless placement, would not be possible if

the subscription right were to be granted. Whilst

Sect. 186 (2) AktG does permit publication of the subscription

price (and therefore the conditions of this debenture bond) up

to the third-to-last day of the subscription period, there is

then a market risk over several days due to the volatility

frequently witnessed on stock exchanges; this risk results in

haircuts in terms of the setting of the bond conditions and

therefore to a price that does not reflect market conditions. If

the subscription right were to be in place, successful place-

ment amongst third parties would be jeopardised and/or

associated with additional costs due to uncertainties

surrounding the exercise of the subscription right (subscrip-

tion behaviour). Ultimately, if the company were to grant a

subscription right, it would be unable to respond at short

notice to favourable/unfavourable market conditions. Instead,

it would be exposed to falling share prices during the

subscription period, which could result in equity capital being

raised in a manner that is unfavourable to the company.

20

In the event of this complete exclusion of the subscription

right, the provision contained in Sect. 186 (3) sentence 4 AktG

shall apply mutatis mutandis pursuant to Sect. 221 (4)

sentence 2 AktG. The cap for subscription right exclusions of

10% of share capital stipulated therein shall be observed in

accordance with the provisions of the resolution. The volume

of the conditional capital, which, in this case, may, at most,

be released to safeguard the warrant/conversion rights or

warrant/conversion obligations may not exceed 10% of the

share capital existing at the time the authorisation to exclude

the subscription right pursuant to Sect. 186 (3) sentence 4 AktG

comes into effect. This is provided for by the cap of 2,757,977

shares in respect of the proposed 2020 Conditional Capital. A

corresponding provision in the authorisation resolution also

ensures that the 10% threshold will not be exceeded in the

event of a capital reduction, as the authorisation to exclude

the subscription right contains an express prohibition to the

effect that the 10% threshold may not be exceeded, either at

the time of the authorisation coming into effect or at the time

of the authorisation being exercised, whichever is lower.

Treasury shares sold subject to an exclusion of the subscrip-

tion right pursuant to Sect. 186 (3) sentence 4 AktG, as well

as those shares issued from authorised capital subject to an

exclusion of the subscription right pursuant to Sect. 186 (3)

sentence 4 AktG, shall count towards this amount and reduce

it accordingly insofar as the sale/issue takes place during the

term of this authorisation and prior to a subscription

right-free issuance of the debenture bonds pursuant to

Sect. 186 (3) sentence 4 AktG. Sect. 186 (3) sentence 4 AktG

also stipulates that the face value may not be significantly

below the stock market price. This is designed to prevent any

significant economic dilution of the value of the shares. It is

possible to ascertain whether such a dilution effect will occur

upon the subscription right-free issuance of debenture bonds

by calculating the hypothetical market value of the debenture

bonds using recognised methods (particularly actuarial

methods) and comparing this value with the issue price of the

debenture bonds. If, following careful consideration, this issue

21

price is only marginally lower than the hypothetical share

price at the time of issuance of the debenture bonds, a

subscription right exclusion is permissible pursuant to the

meaning and purpose of Sect. 186 (3) sentence 4 AktG due

to the marginal nature of the discount. The resolution

therefore stipulates that the Managing Board, prior to issuing

the debenture bonds, must form the view following careful

consideration that the intended issue price in respect of the

debenture bonds does not result in any significant dilution of

the value of the shares, as the issue price of the debenture

bonds is not significantly below their hypothetical market

value calculated using recognised methods (particularly

actuarial methods). As such, the accounting par value of a

subscription right would fall to virtually zero, meaning that

the shareholders cannot incur any significant economic

disadvantage as a result of the subscription right exclusion. All

of this ensures that no significant dilution of the value of the

shares can occur as a result of the subscription right exclusion.

ee) Pursuant to the authorisation, the sum total of shares

issued subject to an exclusion of the subscription right may

not exceed 10% of the share capital, either at the time of this

authorisation coming into effect or at the time of its exercise,

whichever is lower. Counting towards this threshold are

shares that (i) are issued or sold subject to an exclusion of the

subscription right during the term of this authorisation but on

the basis of another authorisation or (ii) that, during the term

of this authorisation, are to be issued on the basis of

utilisation of another authorisation for convertible bonds/

bonds with warrants issued subject to the exclusion of the

subscription right.

ff) Furthermore, the shareholders have the option of

maintaining their share in the company’s share capital by

purchasing additional shares on the stock market at any time,

even after the exercise of warrant/conversion rights or the

occurrence of warrant/conversion obligations. By contrast, the

authorisation to exclude the subscription right enables the

22

company to set prices that accurately reflect market condi-

tions, as well as maximum reliability in terms of the ability to

place the bonds with third parties and to take advantage of

favourable market conditions at short notice.

Having weighed up all aforementioned circumstances, the

Managing and Supervisory Boards consider the authorisations

to exclude the subscription right in the scenarios outlined

under b) as objectively justified and appropriate towards the

shareholders for the reasons indicated, even considering the

potential dilution effect to the detriment of the shareholders.

The Managing Board will always carefully consider, in

accordance with statutory provisions, whether use of the

authorisation to exclude the subscription right is in the

interests of the company and, therefore, of the shareholders.

2. Managing Board report to the Annual General Meeting

pursuant to Sect. 202 and Sect. 203 (2) sentence 2 AktG in

conjunction with Sect. 186 (3) sentence 4 and (4) sentence

2 AktG concerning Agenda Item 7

Under Agenda Item 7, the Managing and Supervisory Boards

propose the creation of a new 2020 Authorised Capital in

the total amount of no more than EUR 2,757,977.00, with

the option of excluding the subscription right. It is intended

to be available for capital increases in exchange for cash and

non-cash contributions. The new 2020 Authorised Capital is

designed to replace the previous 2015 Authorised Capital –

which is governed by Sect. 4 (9) of the articles of incorporation

and which expires on June 30, 2020 – and is identical with

2015 Authorised Capital in terms of the options for excluding

the shareholders’ subscription right.

When authorised capital is used, shareholders have a general

subscription right in respect of the new shares. It is intended,

however, to authorise the Managing Board, with the consent

of the Supervisory Board, to exclude the shareholders’

23

subscription right in certain circumstances when using 2020

Authorised Capital. Therefore, the Managing Board submits

this report pursuant to Sect. 203 (2) AktG in conjunction with

Sect. 186 (4) sentence 2 AktG concerning the reasons for

excluding the subscription right.

a) It is intended that the exclusion of the subscription right

shall, on the one hand, be permissible in respect of a capital

increase in exchange for cash contributions if the face value

of the new shares is not significantly below their stock market

price. A further requirement is that the new shares issued sub-

ject to the exclusion of the subscription right do not, in total,

exceed 10% of the share capital, either at the time of the

authorisation becoming effective or at the time of its exercise.

As such, use is being made of the option of simplified

exclusion of the subscription right permitted by law

under Sect. 203 (2) sentence 2 AktG in conjunction with

Sect. 186 (3) sentence 4 AktG. In this manner, the company

will be given the power to seize market opportunities in a

quick and flexible way and meet any capital needs, even

at short notice. By forgoing the processing of the subscrip-

tion right, which is generally costly and time-consuming,

this form of capital increase can be conducted in a faster

and more cost-effective way than a capital increase with

subscription right. The new shares are placed at a price that

is not significantly below the stock market price – without

having to include the haircut that is customary in issues

of new shares with subscription rights/rights issues. This

achieves optimum strengthening of equity in the interests of

the company and all its shareholders. Pursuant to statutory

provisions, the new shares issued subject to the exclusion of

the subscription right may not exceed 10% of the share cap-

ital, either at the time of the authorisation becoming effec-

tive or at the time of its exercise. Any shares issued or sold

by the company, applying Sect. 186 (3) sentence 4 of the

German Stock Corporation Act (AktG) directly or indirectly,

during the term of this authorisation up to the point of its

24

exercise shall count towards this 10% limit; this applies, in

particular, to the sale of treasury shares. The sale of treasury

shares shall count towards this limit accordingly insofar as

they are sold subject to an exclusion of the subscription

right on the basis of an authorisation to sell treasury shares

pursuant to Sect. 186 (3) sentence 4 AktG (or a replacement

authorisation) that is valid at the time this authorisation

becomes effective. The face value of the new shares shall

be based on the share price of the shares already traded on

the stock exchange and shall not be significantly lower than

this price. The Managing Board shall keep the haircut on the

share price as low as possible given the market conditions

prevailing at the time of placement.

By observing these provisions concerning the exclusion of

the subscription right, due regard is paid to protecting the

existing shareholders against dilution. On account of the

proximity of the face value of the new shares to the share

price and on account of the size limit of the capital increase

subject to an exclusion of the subscription right, sharehold-

ers have the option of purchasing the shares necessary to

maintain the size of their shareholding at approximately

identical terms on the stock market. This will therefore

ensure that the asset and voting rights interests of the

shareholders are upheld to a sufficient extent in accordance

with the legal assessment of Sect. 186 (3) sentence 4 AktG

in the event that the 2020 Authorised Capital proposed to

the Annual General Meeting is used subject to an exclusion

of the subscription right.

b) Further, the Managing Board, with the consent of the

Supervisory Board, shall be entitled to exclude the share-

holders’ subscription right in the event of capital increases

in exchange for non-cash contributions if the issuance of

new shares serves to acquire companies, parts of companies,

investments in companies (including changes of legal form

as per the German Transformation Act) or the acquisition of

one or more properties. The company strives to improve its

competitive position and tap into further markets at home

25

and abroad, and seize market opportunities. In this regard,

it may be sensible or necessary to acquire companies, parts

of companies, investments in companies or properties. In

this context, it may become necessary to act quickly and

flexibly in order to fully harness market opportunities as they

present themselves. In the interests of the company and its

share holders, it may also serve this purpose to complete the

acquisition of companies, parts of companies, investments in

companies and properties by granting shares in the acquir-

ing entity as a consideration (e.g. to preserve the liquidity of

the acquiring entity). In many cases, the vendor also has an

interest in receiving shares as a consideration for the sale of

companies, parts of companies, investments in companies

and properties. The proposed authorisation to exclude the

subscription right is designed to reflect these circumstances.

There are currently no specific acquisition plans for which

the company wishes to make use of this option. In the event

that specific opportunities to acquire companies, parts of

companies, investments in companies and properties crystal-

lise, the Managing Board will carefully review, on a case-

by-case basis, whether it should make use of the proposed

2020 Authorised Capital including this subscription right

exclusion. It will only do so if the acquisition of companies,

parts of companies, investments in companies and proper-

ties in exchange for the granting of shares in the company

is in the recognised best interests of the company. In this

regard, the Managing Board shall also consider whether the

specific proposal is in accordance with the purpose of busi-

ness as defined in the articles of incorporation and whether

the specific facts of the proposal are covered by the abstract

description of the proposal in the authorisation resolution.

Only if these requirements are met will the Supervisory

Board grant its required approval to exclude the subscription

right. When determining the valuation ratio, the Managing

Board shall ensure that the interests of shareholders are

safeguarded appropriately. When measuring the value of

the shares granted as a consideration, the Managing Board

shall be guided by the stock market price of the company’s

26

shares and shall also ensure that the value of the companies,

parts of companies, investments in companies or properties

being acquired is in an appropriate ratio to the value of the

shares granted as a consideration.

c) With the consent of the Supervisory Board, the Managing

Board may also exclude the shareholders’ subscription right

in respect of capital increases in exchange for cash con-

siderations in order to enable the issuance of shares in the

company as part of a public offering. The company is listed

in the open-market segment of the Munich Stock Exchange.

By making shares in the company available to all investors on

the capital market, accompanied by suitable capital market

communication, through a public offering of shares in the

company, additional capital can be raised for the company

in order to strengthen the company’s presence in segments

in which it already operates and to support the company’s

planned further expansion within the real estate sector.

Furthermore, the shareholder base, and therefore the capital

base, of the company will be expanded for further growth –

particularly in terms of capital-intensive project developments

– by acquiring private and institutional investors, and utilising

a strong market environment in the property sector, by means

of a public offering, and will be strengthened thanks to the

wider free float of the company’s shares that is the aim of a

public offering.

Due to the subscription period, rights issues take longer to

execute than placements where the subscription right is

excluded. Furthermore, it is possible to avoid the haircuts/

costs for complex rights trading usually associated with

the issuance of new shares with a subscription right/rights

issues. Thanks to the ability to act more quickly, experience

shows that a higher cash inflow can be achieved than with

a comparable capital increase that grants the shareholders a

subscription right. Where the subscription right is excluded,

the equity of the company can be strengthened to a greater

27

extent than with an issue that includes a subscription right/

rights trading. The option of excluding the subscription right

when issuing new shares as part of a public offering also

aims to enable the company to make use of favourable stock

market situations at short notice and, in the process, set as

high a face value as possible – based on prices that reflect

market conditions and that are based on the current share

price – for the purpose of strengthening the company’s

equity to the greatest possible extent. Moreover, sharehold-

ers are protected against disproportionately disadvanta-

geous dilution by means of the maximum possible closeness

between the issue price and the current share price.

Therefore, the subscription right exclusion within the context

of a public offering is in the interests of the company and its

shareholders.

d) Furthermore, the authorisation to raise capital in exchange

for cash contributions whilst excluding the subscription right

is designed to enable the management of the company

to secure the flexible investment of one or more strategic

partners in the company who are willing to provide the

company with required investment at short notice and in

a larger volume to fund the planned growth trajectory –

particularly the further expansion of the capital-intensive

property development operations of the company as a

central pillar of the company’s growth strategy and any

further regional expansion of the company’s successful

business model – and to strengthen the company’s capital

base to the extent required. As a result, the shareholder and

equity base of the company can be strengthened at short

notice in order to sustain the company’s dynamic growth,

particularly in the area of project development. The strategy

of the company is to safeguard dynamic growth on the

basis of a strong equity foundation. This is of considerable

importance in terms of the company’s continued growth

and, in particular, the expansion of project development

activities. The involvement of strategically oriented investors

28

in the company helps the company to pursue such long-

term economic objectives (which may be capital- intensive) in

conjunction with financially strong partners, and is therefore

in the interests of the shareholders. By means of the short-

term investment of (further) such strategic partners in the

company, new investments on the part of the company can

be based on a stronger equity foundation, the aim being to

achieve an increase in the company’s value to the benefit of

all shareholders. A favourable opportunity to acquire such

short-term strategic partners as investors in the company

would, however, be jeopardised by a capital increase that

includes a subscription right. This is because strategic part-

ners considering an investment would face uncertainty over

an extended period as to whether, and to what extent, they

could invest in the company. The investment decisions of

such investors are usually taken at very short notice and, as

a result of the associated aim of harnessing a positive mar-

ket situation, need to be implemented quickly. Moreover,

such investors are often only interested in making an invest-

ment if they can acquire a stake of a certain size in the com-

pany. This would not be possible in the event of a prolonged

capital increase with a subscription right/rights trading. The

Managing Board will only make use of this authorisation if

the share issue is in the recognised interests of the company

and its shareholders. The face value of the new shares shall

be based on the share price of the shares already traded on

the stock exchange and shall not be significantly lower than

this price. This will also be verified by the Supervisory Board

as it reserves consent.

e) It is also intended to authorise the Managing Board, with

the consent of the Supervisory Board, to exclude fractional

amounts from the shareholders’ subscription right. The

exclusion of the subscription right for fractional amounts

during capital increases may be advisable for practical reasons

in order to arrive at a technically viable subscription ratio.

During execution of the capital increase, the subscription ratio

may give rise to fractional amounts that cannot be distributed

29

equally amongst all shareholders. The shares excluded from

the shareholders’ subscription right as free surplus shares

will be utilised in the best possible way for the company.

The potential dilution effect is low due to the restriction on

fractional amounts. Therefore, the Managing and Supervisory

Boards regard an exclusion of the subscription right for this

reason as objectively justified and appropriate towards the

shareholders.

f) The proportional share of the share capital attributable to

the shares issued subject to an exclusion of the subscription

right in exchange for cash/non-cash contributions pursuant

to the authorisation proposed under Agenda Item 7 may not

exceed 10% of the share capital at the time of the resolution

being passed by the Annual General Meeting. This capital

limit provides the shareholders with additional protection

against any dilution of their shareholding. Subject to any

further authorisation to exclude the subscription right passed

by a future Annual General Meeting, the Managing Board

shall also include an issue of shares or of financial instruments

with conversion or warrant rights or obligations based on

other authorisations to exclude subscription rights granted to

the Managing Board subject to the proviso that the Man-

aging Board shall only use the authorisations granted to it

to conduct capital measures subject to an exclusion of the

subscription right to increase the share capital by a maximum

amount of 10% of the share capital at the time of the resolu-

tion being passed by the Annual General Meeting.

g) The Managing Board will always carefully consider whether

use of 2020 Authorised Capital subject to the exclusion of the

subscription right is in the interests of the company and the

shareholders. The Managing Board will report on use of the

authorisation at each subsequent Annual General Meeting.

30

DOCUMENTS

Upon convocation of the Annual General Meeting, the following

documents connected with this notice of convocation are acces-

sible and available for download in the Investor Relations/AGM

area of the company website at www.vib-ag.de:

› the approved annual financial statements of VIB Vermögen AG

and the approved VIB consolidated financial statements

for the 2019 financial year, the management report of

VIB Vermögen AG and the management report of the VIB

Group for the 2019 financial year and the Supervisory Board

report for the 2019 financial year (Agenda Item 1);

› the proposal of the Managing Board for the appropriation of

the net retained profits for the 2019 financial year (Agenda

Item 2) and

› the Managing Board reports concerning Agenda Items 6 and 7

These documents will also be accessible during the Annual General

Meeting via the company’s website.

VIRTUAL ANNUAL GENERAL MEETING WITHOUT THE PHYSICAL PRESENCE OF THE SHAREHOLDERS

In accordance with Sect. 1 (2) of the Act Concerning Measures

Under the Law of Companies, Cooperative Societies, Associations,

Foundations and Commonhold Property to Combat the Effects of

the COVID-19 Pandemic (“COVID-19 Act”), the Managing Board,

with the consent of the Supervisory Board, has decided that the

Annual General Meeting will be held as a virtual Annual General

Meeting without the physical presence of the shareholders or their

appointed proxies and that the shareholders can cast their votes by

means of electronic communication. The Annual General Meeting

shall take place at the premises of Sparkasse Ingolstadt Eichstätt at

Rathausplatz 6 in 85049 Ingolstadt in the presence of the Chairmen

of the Supervisory Board and the Managing Board, as well as a

notary appointed to take the minutes of the Annual General Meeting.

31

The Annual General Meeting will, starting at 11.00 a.m. (CEST)

on July 2, 2020, be broadcast online in audiovisual format via the

AGM Portal in the Investor Relations/AGM area of www.vib-ag.de.

Shareholders who wish to participate in the virtual Annual General

Meeting must register for the Annual General Meeting.

The live broadcast does not enable participation in the Annual

General Meeting within the meaning of Sect. 118 (1) sentence 2

of the German Stock Corporation Act (AktG).

Shareholders or their proxies have the option of exercising

their voting rights by means of an electronic postal vote or by

appointing the voting rights proxies named by the company in

the manner detailed below. As detailed below, questions can be

addressed to the Managing Board electronically via the compa-

ny’s AGM Portal, which is accessible via the Investor Relations/

AGM area of the website www.vib-ag.de.

This year, we kindly ask shareholders to pay particularly

close attention to the following information regarding

registration for the Annual General Meeting, the exercising

of voting rights and further shareholder rights.

PARTICIPATION IN THE VIRTUAL ANNUAL GENERAL MEETING AND THE EXERCISING OF VOTING RIGHTS

Pursuant to Sect. 123 (2) of the German Stock Corporation Act

(AktG) and Sect. 9 (4) of the company’s articles of incorporation,

only those shareholders listed as shareholders in the company in

the share register and who have registered on time are eligible

to participate in the Annual General Meeting and exercise voting

rights – whether in person or via proxies. Registration must be

received by the company by no later than 24:00 on Thursday,

June 25, 2020.

32

Shareholders listed in the share register can register with

VIB Vermögen AG in text form (German or English) by writing to

the following address

VIB Vermögen AG

c/o Link Market Services GmbH

Landshuter Allee 10

80637 Munich

Germany

Email: namensaktien@linkmarketservices.de

or electronically by using the password-protected AGM Internet

area (hereinafter referred to as “the AGM Portal”) in the Investor

Relations/AGM area of the website www.vib-ag.de.

Login details are required to use the AGM Portal. The login details

required to access the AGM Portal (shareholder number and

individual access code) will be sent with the invitation. The AGM

Portal will be available from mid June. It can be used by those

who are listed in the share register by June 25, 2020 at the latest

(i. e. listed following the final update on the aforementioned date).

Pursuant to Sect. 67 (2) sentence 1 AktG, only those listed in the

share register are deemed to be shareholders vis-à-vis the com-

pany. In respect of the right of participation and the number of

voting rights held per shareholder, the content of the share register

on the date of the Annual General Meeting shall be definitive. For

technical reasons, no updates will be made to the share register

in the period from Friday, June 26, 2020, up to and including

Thursday, July 2, 2020. Therefore, the content of the share register

on the date of the Annual General Meeting will correspond to the

content of the register following the final update on Thursday,

June 25, 2020. The technical record date is therefore the end of

June 25, 2020 (24:00).

33

Intermediaries, shareholders’ associations and voting rights

consultants pursuant to Sect. 134a AktG, as well as equivalent

persons pursuant to Sect. 135 (8) AktG, may only exercise voting

rights for shares that they do not own, but in respect of which

they are listed as the holder in the share register, on the basis of an

authorisation. For more details of this authorisation, please refer to

Sect. 135 AktG.

More information on the registration procedure can be found

on the registration form sent to shareholders, as well as in the

Investor Relations/AGM area of the company’s website at

www.vib-ag.de. Registration for the Annual General Meeting is no

impediment to trading in shares in the company. Once they have

registered, shareholders can still do as they wish with their shares.

As, however, only those listed in the share register on the day of the

Annual General Meeting are classed as shareholders vis-à-vis the

company, any disposal may affect the participation right and the

entitlement to exercise voting rights.

PROCEDURE FOR CASTING VOTES

GENERAL

Shareholders listed in the share register have the option of exercising

their voting rights by means of an electronic postal vote, by means

of an authorisation and instructions issued to a voting rights proxy

named by the company or via a proxy.

THE CASTING OF VOTES BY ELECTRONIC POSTAL VOTE

When exercising voting rights by means of an electronic postal vote,

the following information should be observed:

For the purpose of casting votes by means of an electronic postal

vote, the company offers a password-protected AGM Portal in the

Investor Relations/AGM area of www.vib-ag.de. You will receive the

login details required for this AGM Portal with your invitation to the

Annual General Meeting. Votes can be cast (as well as amended and

withdrawn) within the password-protected AGM Portal until the

commencement of voting at the virtual Annual General Meeting.

34

Decisive is receipt of the postal vote (or the amendment/revocation

thereof) by the company. Please note that it is only possible to cast

postal votes in respect of such motions and nominations for which

proposals have been published by the Managing and/or Supervisory

Boards pursuant to Sect. 124 (3) AKtG, either with this notice of

convocation or subsequently.

If postal votes and authorisations/instructions to voting rights proxies

of the company are received, the postal votes shall always take

precedence. In the event that a vote is held on each sub-item of an

Agenda Item rather than on the Agenda Item as a whole, the postal

vote cast shall apply accordingly in respect of each sub-item voted

upon.

PROCEDURE FOR CASTING VOTES VIA A PROXY

Shareholders have the option of appointing a proxy – including a

shareholders’ association – to exercise their voting rights on their

behalf. In such cases, it is still necessary to register for the Annual

General Meeting on time (see “Participation in the virtual Annual

General Meeting and the exercising of voting rights” above). A proxy

may either be appointed by means of a declaration vis-à-vis the

proxy or a declaration vis-à-vis the company.

Shareholders will receive a registration form along with their

invitation to the Annual General Meeting. This will include a form

for authorising and instructing voting rights proxies named by the

company or another proxy, as well as the login details required for

the password-protected AGM Portal. Shareholders will be able to

view a sample proxy authorisation form in the Investor Relations/

AGM area of the website www.vib-ag.de.

Shareholders who wish to make use of the ability to appoint a proxy

are kindly asked to pay particularly close attention to the following:

35

VOTING RIGHTS PROXIES NAMED BY THE COMPANY

The company offers its shareholders the option of appointing

voting rights proxies named by the company. The voting rights

proxies named by the company will only exercise the voting rights

granted to them by means of a proxy authorisation insofar as

they have also been issued with instructions; they are obligated to

vote in accordance with instructions.

The proxy authorisation and instructions issued to the voting

rights proxies named by the company must be in text form

(Sect. 126b of the German Civil Code [BGB]).

The proxy authorisation and instructions to the voting rights

proxies named by the company may be issued prior to the

Annual General Meeting by returning – either by post or by

email – the registration form enclosed with the invitation to the

Annual General Meeting. Without prejudice to the requirement

to register by 24:00 on June 25, 2020 (see “Participation in the

virtual Annual General Meeting and the exercising of voting

rights” above), the letter or email must be received by 24:00 on

July 1, 2020 (date of postal/email receipt), at the aforementioned

postal address or email address.

The proxy authorisation and instructions to the voting rights

proxies named by the company can also be issued electronically

via the AGM Portal (see “Participation in the virtual Annual

General Meeting and the exercising of voting rights”) by using

the (online) form contained within the portal. Without prejudice

to the requirement to register by 24:00 on June 25, 2020 (see

“Participation in the virtual Annual General Meeting and the

exercising of voting rights”), it is possible to issue proxy authori-

sations and voting instructions via the AGM Portal until such time

as the chairperson of the meeting announces that the vote on the

agenda will be completed shortly.

36

In respect of revocation of a proxy authorisation issued to a

voting rights proxy named by the company, the aforementioned

information concerning submission and deadlines shall apply

accordingly.

For more information on issuing proxy authorisations and instruc-

tions to the proxies named by the company, please refer to the

registration form.

APPOINTING ANOTHER PERSON AS A PROXY

If the appointment of a proxy relates to a person other than one

of the voting rights proxies named by the company and if this

appointment does not fall within the scope of Sect. 135 AktG

(particularly the appointment of intermediaries, shareholders’

associations and voting rights consultants pursuant to

Sect. 134a AktG as proxies), the following shall apply:

Proxy authorisations and the revocation thereof, as well as proof of

authorisation to the company, must be in text form (Sect. 126b of

the German Civil Code [BGB]). If a proxy authorisation or revoca-

tion thereof is issued by means of a declaration to the company,

this may be made in text form (Sect. 126b of the German Civil

Code [BGB]) via a letter to the aforementioned address or via an

email to the aforementioned email address (see “Participation in

the virtual Annual General Meeting and the exercising of voting

rights”).

Within the scope of Sect. 135 AktG (particularly the appoint-

ment of intermediaries, shareholders’ associations and voting

rights consultants pursuant to Sect. 134a AktG as proxies),

Sect. 134 (3) sentence 3 AktG does not require text form, nor do

the articles of incorporation contain any specific provisions in this

regard. Therefore, intermediaries, shareholders’ associations and

voting rights consultants pursuant to Sect. 134a AktG – as well as

equivalent persons pursuant to Sect. 135 (8) AktG – may impose

formal requirements that merely need to satisfy the applicable

statutory provisions for this kind of proxy authorisation, particu-

larly the provisions of Sect. 135 AktG.

37

SUBMISSION OF PROOF

If the proxy authorisation is issued by means of a declaration to

the company or if a voting rights proxy named by the company

is being appointed as a proxy, no further proof of the proxy

authorisation is required. If, however, the proxy authorisation is

issued by means of a declaration to the proxy, the company may

demand proof of the proxy authorisation, unless other regula-

tions apply pursuant to Sect. 135 AktG. Proof of the authorisa-

tion may also be submitted to the company prior to the Annual

General Meeting.

The company offers the option of sending an email to the afore-

mentioned email address, as a method of electronic communi-

cation, to submit proof of the appointment of a proxy. The proof

of proxy authorisation submitted can only be clearly assigned

to the shareholder’s registration if it contains the name, date of

birth and address of the shareholder or the shareholder number.

It should also state the name and postal address of the proxy so

that the required proxy card can be sent to the proxy.

COUNTERMOTIONS AND NOMINATIONS SUBMITTED BY SHAREHOLDERS

Pursuant to Sect. 126 and 127 AktG, countermotions and nomi-

nations may be submitted solely to the following address:

VIB Vermögen AG

Hauptversammlung

Tilly-Park 1

86633 Neuburg/Danube

Germany

Fax: +49 (0)8431 9077 973

Email: hauptversammlung@vib-ag.de

Countermotions and nominations subject to disclosure will be

disclosed without undue delay, along with any statements from

the senior management, online at www.vib-ag.de in the Investor

Relations/AGM area. With the publication of countermotions

38

and/or nominations pursuant to the provisions outlined above,

the company is meeting its obligations as per Sect. 126 (1) and

127 AktG, as these provisions remain unaffected by the COV-

ID-19 Act. Please note, however, that no votes will be held in

respect of countermotions or nominations at the virtual Annual

General Meeting, as countermotions/nominations cannot be put

forward at the Annual General Meeting.

OPPORTUNITY TO ASK QUESTIONS BY MEANS OF ELECTRONIC COMMUNICATION

Pursuant to Sect. 1 (1) and (2) of the COVID-19 Act, the share-

holders shall be granted an opportunity to ask questions by

means of electronic communication. The Managing Board has

ruled that questions must be submitted by no later than two

days before the meeting by means of electronic communication.

Exercising due consideration, the Managing Board will, at its own

discretion, decide which questions it answers and how it answers

them.

Shareholders registered for the Annual General Meeting may

send their questions to the company by 24:00 on Monday,

June 29, 2020, via the company’s AGM Portal in the Investor

Relations/AGM area of the website at www.vib-ag.de. The

“Submit question” button within the AGM Portal is available for

this purpose. It is not possible to submit questions by any other

means.

Once the aforementioned deadline has expired, it will no longer

be possible to submit questions. The intention is to name all

questioners during the answering of questions.

39

OPPORTUNITY TO OBJECT TO RESOLUTIONS OF THE ANNUAL GENERAL MEETING

With the requirement to appear at the Annual General Meeting

waived, shareholders who have exercised their voting rights by

means of electronic communication or by the appointment of a

proxy shall be granted the opportunity to object to resolutions of

the Annual General Meeting. Corresponding declarations are to

be submitted electronically via the company’s AGM Portal in the

Investor Relations/AGM area of the website at www.vib-ag.de

and can be made from the start of the virtual Annual General

Meeting until the time it is closed by the chair. The “Raise objec-

tion” button within the AGM Portal is available for this purpose.

Neuburg/Danube, May 2020

VIB Vermögen AG

The Managing Board

PRIVACY NOTICE

Information and explanations on the processing of personal data

in connection with the Annual General Meeting on July 2, 2020,

can be found in the Investor Relations/AGM area of the

company’s website at www.vib-ag.de. Shareholders who appoint

a proxy are kindly asked to inform their proxy of this privacy

notice.

IN EUR THOUSAND01/01/–

31/12/201901/01/–

31/12/2018

Revenue 90,995 86,789

Other operating income 1,645 1,443

Total operating income 92,640 88,232

Changes in value for investment properties 22,319 19,454

Expenses for investment properties –16,057 –14,968

Personnel expenses –3,861 –3,678

Other operating expenses –1,775 –1,780

Earnings before interest, tax, depreciation and amortisation (EBITDA)

93,266 87,260

Depreciation and amortisation –313 –308

Earnings before interest and tax (EBIT) 92,953 86,952

Profit/loss on equity accounted investments 450 3

Other interest and similar income 18 8

Interest and similar expenses –14,968 –15,597

Expenses from guaranteed dividends –166 –166

Earnings before tax (EBT) 78,287 71,200

CONSOLIDATED INCOME STATEMENT (IFRS)

FOR THE PERIOD FROM JANUARY 1, 2019, TO DECEMBER 31, 2019

40

CONSOLIDATED INCOME STATEMENT (IFRS)

IN EUR THOUSAND01/01/–

31/12/201901/01/–

31/12/2018

Income taxes –12,876 –11,305

Consolidated net income 65,411 59,895

Group shareholders’ share of earnings 63,159 57,610

Non-controlling shareholders’ share of earnings 2,252 2,285

EARNINGS PER ORDINARY SHARE (IN EUR)

Profit/loss on continuing operations 2.29 2.09

Undiluted earnings per share 2.29 2.09

DILUTED EARNINGS PER SHARE (IN EUR)

Profit/loss on continuing operations 2.29 2.09

Diluted earnings per share 2.29 2.09

41

IN EUR THOUSAND 2019 2018Change

in %

Income statement

Revenue 90,995 86,789 +4.8

Changes in value for investment properties 22,319 19,454 +14.7

EBT (earnings before tax) 78,287 71,200 +10

EBT excluding valuation effects and extraordinary items 55,968 51,746 +8.2

Consolidated net income 65,411 59,895 +9.2

Earnings per share1 (in EUR), diluted/undiluted 2.29 2.09 +9.6

Balance sheet

Total assets 1,359,731 1,234,908 +10.1

Investment properties 1,296,352 1,182,548 +9.6

Equity 577,295 527,593 +9.4

Equity ratio (in %) 42.5 42.7 –0.2 pt.

Net debt 671,864 610,098 +10.1

LTV (loan-to-value ratio, in %) 51.0 51.0 0 pt.

NAV (net asset value), undiluted/diluted 612,974 559,949 +9.5

NAV per share (in EUR), undiluted/diluted 22.23 20.30 +9.5

KEY GROUP INDICATORS

42

IN EUR THOUSAND 2019 2018Change

in %

Other key financials

FFO (Funds from Operations) 48,929 45,298 +8

FFO per share1 (in EUR) 1.77 1.64 +7.9

Share price (Xetra closing price, in EUR) 29.80 21.20 +40.6

Number of shares2 (reporting date 31/12) 27,579,779 27,579,779 0

Market capitalisation (reporting date: 31/12) 821,877 584,691 +40.6

ICR (interest coverage ratio, interestexpense/net basic rents, in %) 19.1 21.1 –2 pt.

Average borrowing rate (in %) 2.1 2.33 –0.23 pt.

Real estate KPIs

Annualised net basic rents 81,321 78,249 +3.9

Vacancy rate (in %) 1.0 0.7 +0.3 pt.

Rentable space (in sqm) 1,162,586 1,123,271 +3.5

EPRA performance indicators

EPRA earnings 44,762 41,777 +7.1

EPRA earnings per share (in EUR) 1.62 1.51 +7.3

EPRA NAV 612,974 559,949 +9.5

EPRA NAV per share (in EUR) 22.23 20.30 +9.5

EPRA vacancy rate (in %) 1.0 0.7 +0.3 pt.

1 Average number of shares in the financial year

2 Number of shares in circulation on the reporting date

43

44

IMPRINT

Publisher

VIB Vermögen AG

Tilly-Park 1

86633 Neuburg/Danube

Germany

Tel.: +49 (0) 8431 9077-0

Fax: +49 (0) 8431 9077-1952

Email: info@vib-ag.de

www.vib-ag.de

Managing Board

Martin Pfandzelter (CEO),

Holger Pilgenröther

Register court

Ingolstadt

Company register number

HRB 101699

3

4

VIB VERMÖGEN AG

Tilly-Park 1

86633 Neuburg/Danube

Germany

Tel.: +49 (0) 8431 9077-0

Fax: +49 (0) 8431 9077-1952

info@vib-ag.de

www.vib-ag.de