Compensation payment due to minority shareholders at the termination of the REIT status equal to EUR 2.81 per share
 
Hamburg, December 13, 2024 – alstria office REIT-AG (symbol: AOX, ISIN: DE000A0LD2U1) (“alstria” or the “Company“) announces that today, the compensation payment, which according to Section 20 of the Company’s articles of association in the event of the termination of the tax exemption to shareholders who, at the time of the termination of the tax exemption, hold less than 3% of the voting rights in the Company (“Free Float Shareholders”), was set at EUR 2.81 per share (“Compensation Payment”).  

On September 18, 2024, the Company has already announced that alstria will not be compliant with the requirements under the Act on German Real Estate Stock Corporations with Listed Shares (REIT-Gesetz, REITG) and is therefore expected to lose its status as a REIT stock corporation on December 31, 2024, as alstria received a demand from BPG Holdings Bermuda Limited, a subsidiary of Brookfield Corporation, pursuant to Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz, AktG) and the Squeeze Out under stock corporation law initiated by this excludes any alternative option of restoring the distribution of shares of at least 15% in free float required for a REIT stock corporation (Sections 11 para. 1, 18 para. 3 REITG).

Pursuant to Article 20 of the Company’s articles of association, Free Float Shareholders are entitled to a compensation which shall be the disadvantage in terms of distributions that results from the termination of the tax exemption pursuant to Section 18 para. 3 REITG considering the tax benefits of the shareholders on a lumpsum basis and shall be determined with binding effect for the shareholders by an auditor determined by the Institute of Auditors in Germany e.V. (IDW).

The audit company KPMG AG Wirtschaftsprüfungsgesellschaft named by the IDW at the Company’s request and subsequently engaged by the Company, today submitted its expert opinion on the determination of the disadvantage, which was set at EUR 2.81 per share.

The disadvantage has been calculated under consideration of the principles for the appraisal of enterprises (IDW S 1) as issued by the Institute of Auditors in Germany e.V. As part of the value consideration process, the preliminary valuation of the Company’s real estate portfolio as of December 31, 2024 in the amounts of EUR 4.14 billion, carried out by BNP Paribas Real Estate Consult GmbH, was taken into account.  

In line with the articles of association, the management board has determined that the Compensation Payment will be credited automatically to all the Free Float Shareholders which hold shares on December 31, 2024.  The Compensation Payment is generally paid out via Clearstream Banking AG by the custodian banks after deduction of 25% capital gains tax and the solidarity surcharge of 5.5% (26.375% in total) and, if applicable, church tax on the capital gains tax.  It is expected to be credited to the Free Float Shareholders around January 9, 2025.

Further details on the payment process will be announced in the Federal Gazette and on the Company’s website under Press/Announcements.

About alstria

Disclaimer
This release constitutes neither an offer to sell nor a solicitation of an offer to buy any shares. As far as this press release contains forward-looking statements with respect to the business, financial condition and results of operations of alstria office REIT-AG (alstria), these statements are based on current expectations or beliefs of alstria’s management. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or performance of the Company to differ materially from those reflected in such forward-looking statements. Apart from other factors not mentioned here, differences could occur as a result of changes in the overall economic situation and the competitive environment – especially in the core business segments and markets of alstria. Also, the development of the financial markets and changes in national as well as international provisions particularly in the field of tax legislation and financial reporting standards could have an effect. Terrorist attacks and their consequences could increase the likelihood and the extent of differences. 

alstria undertakes no obligation to publicly release any revisions or updates to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.