alstria office REIT: Explanatory reports of the management board in accordance with articles 289a al. 1, 315a par. 1 HGB
– Convenience translation –
Disclosure and explanatory report pursuant to Sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch, HGB)
1. COMPOSITION OF SUBSCRIBED CAPITAL
On the balance sheet as of December 31, 2021, austria the share capital amounts to 178,032,997.00 euros, divided into 178,032,997 bearer shares without nominal value. All shares are fully paid up and have the same rights and obligations. Each share gives the right to one vote at the General Meeting and is decisive for the shareholder.‘s share in the Companyit is profits. the shareholders’ the individual rights and duties result from the provisions of the German law on joint-stock companies (AktiengesetzAktG), in particular Articles 12, 53a and following., 118 et seq., and 186.
2. RESTRICTIONS ON VOTING OR TRANSFER OF SHARES
The exercise of voting rights and the transfer of shares are based on legal requirements and alstria‘s statutes of the association; the latter basis does not restrict any of these activities. According to sections 71b and 136 of the AktG, for example, the voting rights of the shares concerned are excluded by law. Other restrictions on the right to vote or the transfer of shares do not exist or, insofar as they result from agreements between shareholders, are not known to the Management Board.
3. SHAREHOLDING MORE THAN 10% OF VOTING RIGHTS
The Company has been notified in accordance with Section 33 of the German Securities Act (WpGH) that Brookfield Asset Management Inc., Toronto, Canada held 95.11% of the voting rights of the Company on 17 February 2022. 10.23% of the voting rights were attributable to Lapis Luxembourg Holdings S.à rl and 83.14% of the voting rights were attributable to Alexandrite Lake Lux Holdings S.à rl At the balance sheet date of December 31 2021, alstria was not aware of any other shareholder whose shareholding exceeds 10% of the voting rights.
4. SHARES WITH SPECIFIC RIGHTS
There are no shares with special control rights.
5. CONTROL SYSTEM FOR ANY EMPLOYEE OWNERSHIP PLAN IN WHICH EMPLOYEES DO NOT DIRECTLY EXERCISE CONTROL RIGHTS
Employees holding alstria shares exercise their control rights like any other shareholder, in accordance with applicable law and the articles of association.
6. APPOINTMENT AND DISMISSAL OF THE EXECUTIVE BOARD AND AMENDMENTS TO THE STATUTES
alstria‘s The management board consists of one or more members who can be appointed or removed in accordance with §§ 84 and 85 AktG. The articles of association do not contain any specific provisions in this respect. In accordance with § 84 AktG, members of the management are
appointed by the Supervisory Board for a maximum term of five years. The renewal or extension of the mandate is authorized for a maximum period of five years in each case.
Amendments to the articles of association are made in accordance with Articles 179 and 133 AktG. In accordance with Article 12, para. 2 of the articles of association, the supervisory board is also authorized to make amendments and modifications to the articles of association which only affect the drafting without a vote of the resolution of the shareholders at the general meeting. In addition, the Supervisory Board is, by decision of the General Meetings of May 16, 2017 and September 29, 2020, authorized to adapt the wording of the Articles of Association for the use of the Company.‘s capital and after the expiry of the applicable authorization periods.
In accordance with Article 15, para. 5 of the articles of association, in conjunction with articles 179 al. 2 and 133 AktG, shareholders can make decisions regarding these changes at a general meeting by a simple majority of the votes cast and a simple majority of the share capital represented. Insofar as a larger majority is provided for by law, this majority is decisive.
The bylaws were amended for the last time during the financial year under review by a deliberation of the Supervisory Board on September 9, 2021: article 5, al. 1, 2 and 7 of the articles of association have been formally adapted to a capital increase carried out from the Company‘s Conditional Capital III 2017. Section 5, para. Articles 4b and 4c have been deleted as Conditional Capital II 2020 and Conditional Capital III 2020 have become obsolete.
7. POWERS OF THE EXECUTIVE BOARD IN TERMS OF THE ISSUE AND REDEMPTION OF SHARES
The bylaws authorize the Management Board, with the approval of the Supervisory Board, to increase the share capital no later than September 28, 2025, by issuing new bearer shares without nominal value against contributions in cash and/or in kind from one or more times, up to a total amount of EUR 35,198,684.00. Further details are governed by Section 5, Para. 3, 4 and 4a of the articles of association.
7.1 Conditional capital
alstrie holds three conditional capitals (in accordance with §§ 192 et seq. of the AktG), which are regulated in §§ 5 para. 5, 7 and 8 of the Company‘s Statutes of the association.
7.1.1. Conditional capital I 2020
The share capital is conditionally increased by a maximum of EUR 16,750,000.00 by issuing a maximum of 16,750,000 bearer shares without nominal value. Conditional capital must be realized to the extent that holders of option or conversion rights or persons obliged to convert by virtue of option or conversion bonds, profit-sharing rights or participation bonds which were issued by alstria AG on the basis of the authorization decided by the shareholders at the General Meeting of September 29, 2020,
under item 11 of the agenda exercise their option or conversion rights or, if they are required to convert or exercise the option, fulfill their conversion obligation or, where applicable, their obligation to exercise the option and that no cash settlement is granted and no treasury shares are used to satisfy these claims. Further details are governed by Section 5, Para. 5 of the statutes.
7.1.2. Conditional capital III 2017
The share capital is conditionally increased by a maximum amount of EUR 560,425.00 by issuing a maximum of 560,425 bearer shares without nominal value. The conditional capital increase will be allocated exclusively to the allocation of shares to holders of convertible participation certificates issued by the Company until May 15, 2022, in accordance with the authorization of the General Meeting of May 16, 2017. The conditional capital increase is carried out only to the extent that the issued convertible profit-sharing certificates are converted into shares of the Company and no own shares are used to satisfy the certificates. The new shares will participate in the Company‘s profits from the beginning of the financial year during which they are constituted by conversion of certificates.
7.1.3. Conditional Capital III 2020
In addition, the share capital is conditionally increased by a maximum amount of EUR 1,000,000.00 by issuing a maximum of 1,000,000 bearer shares without nominal value. The conditional capital increase will be allocated exclusively to the allocation of shares to holders of convertible participation certificates issued by the Company no later than September 28, 2025, in accordance with the authorization of the General Meeting of September 29, 2020. The conditional capital increase is only effected to the extent that the convertible profit participation certificates issued are converted into shares of the Company and no treasury shares are used to satisfy the certificates. The new shares will participate in the Company‘s profits from the beginning of the financial year during which they are made up by conversion of securities.
7.2 Repurchase of own shares
At the General Meeting of September 29, 2020, the shareholders authorized the Management Board, subject to the approval of the Supervisory Board, to acquire their own shares of the Company within the limit of 10% of the existing share capital at the time of permission‘s issue no later than September 28, 2025. The acquired shares and other treasury shares held or to be allocated to alstria (in accordance with Articles 71a et seq. of the AktG) may at no time represent more than 10% of the share capital. Shares can be purchased on the stock exchange, through a public offering to all shareholders or by using financial derivative instruments (put or call options, or a combination of both).
8. IMPORTANT AGREEMENTS BY ALSTRIA AG DUE UPON A CHANGE OF CONTROL FOLLOWING A TAKEOVER BID
Part of alstria AG‘s the financing contracts contain clauses common to these contracts in terms of change of control. In particular, the agreements give the lenders the right to demand the reimbursement of the loans or the obligation for alstria to reimburse the loans in the event that any person, company or group of persons acquires, directly or indirectly, 50% of the voting rights or a dominant influence in alstria. However, for certain financing contracts, the repayment obligation is downgraded by the Company‘s or bond rating, occurring within 120 days of the change of control.
The total volume of obligations under these agreements with the corresponding change of control clauses amounted to approx. 1,627 million euros at the balance sheet date.
There was no rating downgrade on the closing date. following the acquisition by Brookfield, no loans were called or had to be repaid by alstria; only one undrawn line of credit was terminated.
9. REMUNERATION AGREEMENTS WITH MEMBERS OF THE EXECUTIVE BOARD AND EMPLOYEES IN THE EVENT OF A PUBLIC OFFER
There are no compensation agreements with members of the Management Board or employees that would take effect in the event of a public offer.
All of these take-back arrangements comply with legal requirements or are reasonable and common practice in comparable publicly traded companies. They are not intended to hinder any public takeover bids.