VIB Vermögen : Invitation and Agenda 2021

invitation to the virtual annual general meeting

INVITATION TO THE VIRTUAL ANNUAL GENERAL MEETING

ISIN DE000A2YPDD0 / WKN A2YPDD

We hereby invite the shareholders of our company to the Annual General Meeting at 11 a.m CEST on Thursday, July 1, 2021. The AGM will be held solely as a virtuel event without the physical attendance of the shareholders or their proxies.

Please read carefully the information on attending the virtual AGM, which can be found below the following agenda.

AGENDA

1. Presentation of the approved annual financial statements of VIB Vermögen AG and the approved consolidated financial statements for the 2020 financial year, the
   management­reports of VIB Vermögen AG and the VIB Group and the Supervisory Board report for the 2020 financial year
2. Resolution on the appropriation of the net retained prof- its for the 2020 financial year
   The Managing and Supervisory Boards propose to appropriate the net retained profits of EUR 20,684,834.25 reported for the
   2020 financial year as follows:
   Payment of a dividend of EUR 0.75 per share with dividend rights, i.e. the entire net retained profits of EUR 20,684,834.25, payable on [July 29], 2021

At the discretion of the shareholder concerned, the dividend will be paid either (i) solely in cash or (ii) in cash for a portion of the dividend to settle the tax liability, with the remaining portion of the dividend paid in the form of ordinary shares in the company (hereinafter referred to as the "scrip dividend") or (iii) in cash for a portion of the shareholder's shares and as a scrip dividend for the other portion of the shareholder's shares. Details of the cash distribution and the option of the shareholders to select the scrip dividend will be outlined in a separate document pursuant to Article 1, Paragraph 4 (h) and Paragraph 5 (g) of Regulation (EU) 2017/1129 (prospectus-­ exempting document). This document will be made available to shareholders on the company's website at www.vib-ag.de/en/investor-relations/annual-general-meeting and will, in par- ticular, include information on the number and nature of the shares, as well as the reasons for and details of the share offer.

If the proposed resolution of the Managing and Supervisory Boards is passed, the following shall apply in respect of payment of the dividend:

In respect of the distribution of the dividend for the 2020 fiscal year, the company's tax contribution account within the meaning of Sect. 27 of the German Corporation Tax Act (KStG) (contributions not paid into nominal capital) shall be deemed to have not been used. As such, the dividend - irrespective of how the shareholder exercises their discretionary right - shall be fully taxable pursuant to the tax provisions applicable to the shareholder concerned.

3.Resolution on formal approval of the actions of the ­Managing Board for the 2020 financial year

The Managing and Supervisory Boards propose that the members of the Managing Board be granted formal approval for the 2020 financial year.

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1. Resolution on formal approval of the actions of the Su- pervisory Board for the 2020 financial year
   The Managing and Supervisory Boards propose that the mem- bers of the Supervisory Board be granted formal approval for the 2020 financial year.
2. Election of the Supervisory Board
   The Supervisory Board is constituted pursuant to Sect. 96 (1) and Sect. 101 (1) of the German Stock Corporation Act (AktG) and is composed solely of members elected by the sharehold- ers. Pursuant to Sect. 95 (1) AktG in conjunction with
   Sect. 6 (1) sentence 1 of the company's Articles of Association,
   the Supervisory­ Board comprises four members to be elected by the Annual General Meeting. Existing members may be re-elected. The Annual General Meeting is not obliged to follow nominations. The intention is to elect each member of the Supervisory Board individually.
   The tenures of all Supervisory Board members terminate as planned at the end of this Annual General Meeting. Mr Ludwig Schlosser and Mr Jürgen Wittmann will be nominated to the Annual General Meeting for re-election. Mr Rolf Klug and
   Mr Franz-Xaver Schmidbauer have notified the company that they will not be standing for re-election. In their place, Professor Michaela Regler and Mr Florian Lehn will be nominated to the Annual General Meeting for election.
   The Supervisory Board proposes, pursuant to Sect. 6 (1) of the Articles of Association, to elect the following candidates to the Supervisory Board for the period that runs from the end of this Annual General Meeting to the end of the Annual General Meeting that resolves on whether to formally approve the actions of the Supervisory Board for the 2024 financial year:
3. 1. Florian Lehn, Managing Partner at valuation firm Lehn & Partner, Munich; resident in Munich

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1. Prof. Dr. Michaela Regler, university professor in private business law at the Business School of Technische Hoch- schule Ingolstadt; resident in Ingolstadt
2. Ludwig Schlosser, Managing Director of Boston Capital GmbH, Neuburg/Danube; resident in Neuburg/Danube
3. Jürgen Wittmann, Chairman of the Managing Board of Sparkasse Ingolstadt Eichstätt; resident in Ingolstadt

The CVs of the candidates nominated for election to the Supervisory Board are available online at www.vib-ag.de/en/investor-relations/annual-general-meeting and provide information on the candidates' relevant knowledge, skills and experience.

1. Appointment of the auditor of the financial statements and consolidated financial statements for the 2021 finan- cial year
   The Supervisory Board proposes to the Annual General Meeting the appointment of Ernst & Young GmbH Wirtschaftsprüfungs- gesellschaft, Munich, Germany, as the auditor of the company's annual financial statements and consolidated financial statements for the 2021 financial year and as the auditor for any review reports necessary in respect of interim financial reports.
2. Resolution on the amendment of Sect. 4 (1) sentence 4 of the Articles of Association to reflect changes due to the Act for Implementing the Second EU Shareholder Rights Directive (ARUG II)
   The Act for Implementing the Second EU Shareholder Rights Directive (ARUG II) of December 12, 2019, has, amongst other things, resulted in amendments to the provisions of the German Stock Corporation Act (AktG) concerning the share register. Pursuant to Sect. 67 (1) AktG in the version effective as of January 1, 2020, shareholders are now obligated to provide an electronic address for inclusion in the share register. This amendment has been applicable since September 3, 2020;

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