by
Bettina Schragl
03.11.2015

IMMOFINANZ - Q&As on the 22nd Ordinary Shareholders’ Meeting

The Ordinary Shareholders’ Meeting of IMMOFINANZ will be held at the Austria Center Vienna on 1 December 2015. We have just published the Invitation: Invitation 22nd Ordinary Shareholders’ Meeting

We have summarized some questions and answers on the forthcoming general meeting for you.The agenda calls for a resolution authorising the issue of convertible bonds and the creation of authorised capital. Is IMMOFINANZ planning to issue new convertible bonds?

The current authorisation is due to expire and will therefore be replaced. The new authorisation represents an advance resolution which is intended to give IMMOFINANZ the greatest possible flexibility in designing its financial structure. There are no plans to issue a new convertible bond in the near future.

Why is IMMOFINANZ changing its financial year to the calendar year?

This will allow for better comparability between IMMOFINANZ and other listed and non-listed companies in the peer group, whose financial years end in December. In addition, we will be adjusting our financial year to match the financial years of our customers.
When will the financial year be changed to the calendar year?
The current financial year started on 1 May 2015 and will end on 30 April 2016. There will be an abbreviated financial year from 1 May 2016 to 31 December 2016. Starting on 1 January 2017, the financial year will run from 1 January to 31 December of each year and reflect the calendar year.

Why has the Executive Board decided not to recommend a dividend for the 2014/15 financial year?

The earnings situation in the 2014/15 financial year and the continuing uncertainty over economic developments in Russia are the reasons for the decision by the IMMOFINANZ Executive Board not to recommend the distribution of a dividend for the 2014/15 financial year. However, IMMOFINANZ repurchased treasury shares for approx. EUR 102 million through the 2014/15 and 2015 share buyback programmes, which represent approx. 10 Euro cents per share.

Why will the annual general meeting be asked to approve an increase in share capital from company funds and a subsequent reduction in share capital?

As announced at the beginning of August, these measures are intended to ensure the structural capability of IMMOFINANZ to pay dividends and thereby safeguard a sustainable dividend policy. Simply stated, part of the appropriated capital reserves reported in the annual financial statements of IMMOFINANZ AG will be “converted” into unappropriated or voluntary reserves. That will create the possibility to use these voluntary reserves for distributions to shareholders.

From a technical viewpoint this will take place in two steps, both of which must be approved by the annual general meeting: First, part of the appropriated reserves will be converted into share capital through a capital increase from company funds. An ordinary capital decrease will then be approved to transfer the funds from the capital decrease to unappropriated (“voluntary”) reserves. In addition, the capital decrease will even out the proportional amount of share capital to EUR 1 per share so every share will represent a proportional amount of EUR 1 in share capital.
Information on the scope of the capital increase and capital decrease will be provided in the proposals to the annual general meeting, which will be published on the company’s website starting on 10 November. In connection with the increase in share capital from company funds, reference is also made to the reports by the Executive Board, Supervisory Board and auditor. These reports can also be found under www.immofinanz.com.

Is this measure connected with a change in the number of shares?

No, because the capital increase will take place without the issue of new shares. The subsequent capital decrease will also not lead to any change in the number of shares. Consequently, there will be no dilution for shareholders.

When will this capital adjustment take effect?
The resolution by the annual general meeting on the capital adjustment must be filed with the company register by 30 January 2016. The capital adjustment takes effect when the adjustment is recorded.
The capital decrease must also be recorded in the company register and will take effect at that time.
The Executive Board will file the necessary documents as soon as possible after the annual general meeting.