ACTIVIDADES DESARROLLADAS PERIODO NOVIEMBRE

In reference to the explanations in Note A.5, subscribed capital amounted to EUR 14,306k (previous year: EUR 13,895k). Capital reserves contain a EUR 7,425k difference in the subscribed capital of EUR 14,306k and the sum of the subscribed capital of MAGNAT Asset Management GmbH in an amount of EUR 160k as the economic parent company. It also includes the acquisition costs for the acquisition of DEMIRE Deutsche Mittelstand Real Estate AG of EUR 21,160k following the reverse acquisition. As a result of the change in the terms and conditions of the convertible bond with effect from September 30, 2014, at the initial recognition of the new debt instrument, an amount of EUR 490k was recognised directly within capital reserves as an equity component, including corresponding deferred tax liabilities of EUR 177k. A description of the other reserves can be found in Note G.1.

The subscribed capital of the legal parent company, DEMIRE Deutsche Mittelstand Real Estate AG, amounted to EUR 14,306,151.00 (previous year: EUR 13,894,651.00). The increase by 411,500 resulted from the exercise of conversion rights of the 2013/2018 convertible bond. Following this exercise, conversion rights for 10,888,500 new shares were still outstanding. The Company’s subscribed capital is divided into no-par value bearer shares with a notional par value of EUR 1.00. All shares are fully paid-in. There are no restrictions concerning voting rights or the transfer of shares. Shares endowed with special rights conferring power of control do not exist.

If there is a capital increase, the profit participation of new shares may deviate from Section 60 para. 2 of the German Stock Corporation Act (AktG).

140

Shareholders are not entitled to share certificates to the extent this is permitted by law.

numBer of shares outstanDInG: 31/12/2014 31/03/2014

Number of no-par bearer shares issued 14,306,151 13,894,651

of which fully paid in 14,306,151 13,894,651

The Company’s share capital amounts to EUR 14,306,151.00 (previous year: EUR 13,894,651.00) as a result of the issue of shares from the exercise of conversion rights of the 2013/2018 convertible bond. The Company’s share capital is divided into 14,306,151 (previous year: EUR 13,894,651) no-par value bearer shares with a notional par value of EUR 1.00. The Group holds 5,000 of its own shares.

By resolution of the Annual General Meeting of October 15, 2014, the Company’s share capital was increased against contribution in cash by up to EUR 10,000,000.00 from EUR 14,128,651.00 on October 15, 2014, up to EUR 24,128,651.00 by issuing up to 10,000,000 new no-par value bearer shares, each with a notional interest in the share capital of EUR 1.00.

The new shares will be issued at EUR 1.00 per no-par value share (lowest issue amount). In principle, the new shares carry dividend rights starting with the abbreviated fiscal year from April 1, 2014 to December 31, 2014. However, in contrast to the sentence above, if the new shares are issued after the Annual General Meeting that resolves on the appropriation of the Company’s profits for the abbreviated fiscal year ending on December 31, 2014, then the new shares carry dividend rights starting from the fiscal year beginning on January 1, 2015.

The new shares will be offered to shareholders and holders of the 2013/2018 convertible bond by way of an indirect subscription right. The new shares will be subscribed to by one or several banks with the obligation to offer the new shares to the shareholders and holders of the 2013/2018 convertible bond for subscription and to disperse the excess proceeds from the placement (after deduction of appropriate fees and expenses) to the Company.

The authorisation of the Executive Board under Section 6 of the Articles of Association to increase the Company’s share capital, with the consent of the Supervisory Board, up to a total of EUR 6,947,325.00 (Authorised Capital I/2013) by issuing up to 6,947,325 new ordinary bearer shares in the form of no-par value shares, each with a notional value of EUR 1.00 against cash contribution or contribution in kind, once or on several occasions in partial amounts, initially expired on October 22, 2018.

The Authorised Capital I/2013 totalling EUR 6,947,325.00 and the corresponding provisions under Section 6 of the Articles of Association were cancelled.

The Executive Board is authorised, with the consent of the Supervisory Board, to increase the Company’s share capital by up to EUR 7,064,325.00 (Authorised Capital I/2014) until October 14, 2019, by issuing up to 7,064,325 new ordinary bearer shares in the form of no-par value shares, each with a notional value of EUR 1.00 against cash contribution or contribution in kind, once or on several occasions in partial amounts. Shareholders are generally entitled to subscription

141 rights, but the Executive Board is authorised, with the consent of the Supervisory Board, to exclude

shareholder subscription rights in the following instances:

■ for fractional shares,

■ if the capital increase is against cash contribution and the proportional amount of the share capital attributed to the new shares for which the subscription right is excluded does not exceed 10 % of the share capital existing at the time the new shares are issued, and the issue price of the new shares is not significantly less than the stock market prices of the shares of the same class and entitlements already listed at the time of the final determination of the issue price by the Executive Board according to Section 203 para. 1 and 2 and Section 186 para. 3 Sentence 4 AktG,

■ to the extent necessary to grant holders or creditors of the bonds, with option or convertible rights issued by the Company or Group companies, subscription rights to new shares to the extent to which the holders or creditors would be entitled after exercising their option or convertible rights, and

■ in the case of capital increases against contribution in kind.

The Executive Board is also authorised, with the consent of the Supervisory Board, to determine the further details of the capital increase and the other conditions of the share issue. The Supervisory Board is authorised to amend the wording of the Articles of Association according to the scope of the capital increases from authorised capital.

The Company has been authorised to purchase up to a total of 10 % of the existing share capital until October 28, 2014. In this context, the shares acquired on the basis of this authorisation, together with other treasury shares that the Company has already acquired or already holds, may not comprise more than 10 % of the Company’s existing share capital in each case. The Company has not yet made use of the authorisation, which expired on October 28, 2014. The authorisation was cancelled and replaced by a new authorisation to repurchase shares that is valid up to a maximum of five years.

Under this authorisation, the Company is authorised to acquire up to a total of 10 % of the share capital existing at the time of the passing of the resolution during a period of five years from the day of the resolution, i.e. until October 14, 2019. The shares acquired on the basis of this authorisation, together with the other treasury shares that the Company has already acquired or already holds, may not comprise more than 10 % of the Company’s existing share capital in each case.

The item “non-controlling interests” relates to interests of third-party shareholders in the equity and net profit of fully consolidated subsidiaries. The net profit attributable to parent company shareholders represents the difference between the net profit before controlling interests and the non-controlling interests reported in the statement of income.

142