Capital Increase from Company Funds and Issue of Bonus Shares

On May 23, 2022, the annual general meeting of Basler AG resolved to increase the share capital of Euro 10,500,000.00 by Euro 21,000,000.00 to Euro 31,500,000.00 pursuant to the regulations on capital increases from company funds (§§ 207 ff. German Stock Corporation Act). The capital increase shall be effected by converting an amount of Euro 21,000,000.00 of the capital reserve shown in the approved annual financial statements of the company as at December 31, 2021 into share capital. The capital increase shall be carried out by issuing 21,000,000 new no-par value bearer shares at Euro 1.00 per share. The shares are entitled to participate in profits from January 1, 2022. The resolution on the capital increase from company funds was based on the annual financial statements of Basler AG as at December 31, 2021, as approved by the supervisory board. These audited and approved financial statements have been issued with an unqualified audit opinion by the company’s auditor, BDO AG Wirtschaftsprüfungsgesellschaft, Lübeck. With the consent of the supervisory board, the management board was authorized to determine the further details of the implementation of the capital increase. 

The corresponding amendment of the articles of association was entered in the Commercial Register of the company at the district court of Lübeck on July 5, 2022, and thus became effective. The share capital of the company now amounts to Euro 31,500,000.00 and is divided into 31,500,000 no-par value bearer shares.

The record date for the allotment of the new shares resulting from the capital increase (“bonus shares”) is July 20, 2022. The shareholders of our company are entitled to bonus shares in the ratio of 1:2 on the basis of their existing shareholdings in the ISIN DE0005102008 on July 20, 2022, in the evening after the close of the stock exchange, i.e. for each share already held, the shareholder will receive two additional bonus shares. Since all shares of Basler AG are held in collective custody, the shareholders do not need to take any action with regard to the allocation of the bonus shares. The bonus shares will be credited to the entitled shareholders on the basis of their holdings of old shares on July 20, 2022 after the close of the stock exchange by means of a securities account credit.

The bonus shares will receive the same ISIN as the old shares (ISIN DE0005102008). They are securitized in a new global certificate deposited with the Clearstream Banking AG, Frankfurt am Main. The shareholders‘ claim to securitization of their shares as well as any profit shares is excluded according to the articles of association.

The shares of Basler AG shall be listed “ex bonus shares” as from July 19, 2022.

The delivery date of the bonus shares admitted to the regulated market (Prime Standard) of the Frankfurt Stock Exchange is July 21, 2022.