Branicks Group AG has announced it will hold a virtual extraordinary general meeting on February 13, 2026, at 10:00 a.m. The meeting's primary purpose is to pass resolutions related to a recently concluded control and profit transfer agreement and to authorize a significant conditional capital increase. The relevant documents for the meeting were published in the Bundesanzeiger and on the company's website.
The central item on the agenda is a resolution concerning the control and profit transfer agreement, known as the BGAV VIB, which was concluded on January 5, 2026. This agreement is between DIC Real Estate Investments GmbH & Co. KGaA, a wholly-owned subsidiary of Branicks, as the controlling company, and VIB Vermögen AG as the controlled company. This agreement will also be submitted for approval at an extraordinary general meeting of VIB scheduled for February 12, 2026, the day prior to Branicks' meeting.
To facilitate the integration of VIB, a proposal will be submitted to create conditional capital of up to €50,139,306.00. This capital would be created by issuing up to 50,139,306 new Branicks shares. These new shares are intended to be granted to the outside shareholders of VIB who decide to accept the compensation offer detailed in the BGAV VIB. The shares would be issued in exchange for the transfer of VIB shares at a specified exchange ratio. It is important to note that this conditional capital increase will only be executed to the extent that VIB's outside shareholders exercise their right to compensation and if treasury shares are not utilized to service the offer.
Furthermore, the general meeting will also be asked to approve a separate control and profit transfer agreement. This agreement is between Branicks Group AG itself as the controlling company and its subsidiary, DIC Real Estate Investments GmbH & Co. KGaA, as the controlled company. This move appears to streamline the corporate structure following the integration of VIB under the DIC REI subsidiary.
The implications of these resolutions are significant for shareholders and the German real estate market. The conditional capital increase of over €50 million represents a substantial potential equity raise, which could be used to finalize the acquisition of VIB Vermögen AG by compensating its outside shareholders with Branicks stock. This transaction underscores Branicks' strategy of growth and consolidation within its national and regional real estate platform, which it notes includes nine offices across major German markets. Successfully integrating VIB could enhance Branicks' portfolio and market position. The company managed properties with a market value of €10.7 billion as of September 30, 2025, across its Commercial Portfolio and Institutional Business segments. Further information on this corporate action has been published by the company on its investor relations website at https://branicks.com/en/ir/overview/.
For the industry, this activity highlights ongoing consolidation and strategic maneuvering among listed German real estate specialists. The use of a control and profit transfer agreement is a common mechanism for integrating subsidiaries under German corporate law, providing a clear framework for profit distribution and management control. For investors, the creation of new shares is a dilutive event, but it is conditional and tied directly to the acceptance of the offer by VIB's shareholders. The outcome of the VIB meeting on February 12 will directly influence the scale of the capital increase required. This process demonstrates Branicks' methodical approach to expansion, leveraging its position as a leading player with over 25 years of experience and a strong commitment to sustainability, as evidenced by its top ESG ratings and certifications for its properties.
