BCRE.L Regulatory News (BCRE)

BCRE - Brack Capital Real Estate Investments N.V.

("BCRE" or the "Company")

Posting of Notice of Extraordinary General Meeting

Proposed Capital Increase, Reduction and Distribution

BCRE is pleased to announce that it publishes a notice regarding the proposed Capital Increase, Reduction and Distribution to the Company's Shareholders (the "Notice").

An Extraordinary General Meeting (the "EGM") has been convened to seek Shareholders' consent to the proposals at 9 a.m. (UK time) (10 a.m. CET) on 15 January 2016.

The following text is the Chairman's letter extracted from the Notice.

Dear Shareholder

Notice of Extraordinary General Meeting in relation to the proposed Capital Increase, Reduction and Distribution

1 Introduction

The purpose of the Notice is to provide you with details of the Company's Board's proposal to distribute share capital to Shareholders. The objective is to return to Shareholders an amount of either EUR 4,848,301.92 or EUR 6,464,402.56 depending on the amount of distributable reserves available. To ensure that necessary distributable reserves are available, a two-step process is to be followed. First, this requires an increase to the share capital and subsequently reducing this capital by the same amount as the increase. To achieve this, the process requires the passing of the Resolutions set out in the notice of Extraordinary General Meeting. The resolution to reduce the share capital (Resolution 2) is subject to the resolution to increase the share capital (Resolution 1) being adopted and shall not take effect until expiry of the period during which creditors may raise opposition to the proposal under Resolution 2 (referred to below).

Further details of the proposed Capital Reduction is set out in paragraph 2 below.

2 Capital Reduction

The proposals envisage converting freely distributable reserves into share capital by increasing the nominal value of each Share from EUR 0.01 to EUR 0.04 or 0.05. Such increase in the share capital is effected by an amendment to the Articles. Subsequently, the Articles will be amended such that the share capital will be reduced by an amount of EUR 4,848,301.92 or EUR 6,464,402.56. It is intended, subject to the possible opposition by the Company's creditors, as set out below that this sum will be returned to Shareholders by means of repayment of share capital of EUR 0.03 or EUR 0.04 per Share.

It is expected that the Board will fix the amount of the increased nominal value of each Share, after further analyses of the freely distributable reserves of the Company, prior to or at the Extraordinary General Meeting. It is expected that the Board will, subsequently, fix the amount of the Capital Reduction and therefore the amount to be repaid to Shareholders.

The proposals to effect the Capital Reduction require the adoption thereof by the Shareholders. In respect of the resolution to reduce the share capital (Resolution 2) any creditor may, by filing a petition with the Court, oppose Resolution 2. Resolution 2 to reduce the Company's share capital shall not take effect as long opposition may be instituted. If opposition has been instituted in time, Resolution 2 shall take effect only upon the withdrawal of the opposition or upon the Court setting aside or otherwise dealing with the opposition.

The Capital Reduction does not affect the voting or dividend rights of any Shareholder, or the rights of any Shareholder on a return of capital and following the implementation of the Capital Reduction, there will be no change to the number of Shares in issue.

3 General Meeting

A notice convening the Extraordinary General Meeting to be held at Barbara Strozzilaan 201, 1083HN Amsterdam, the Netherlands on 15 January 2016 commencing at 9 a.m. UK time (10 a.m. CET) is set out on page 9 of the Notice. Further background on the Resolutions can be found in the explanatory notes to the Notice.

4 Voting

A Form of Proxy for use by Shareholders at the Extraordinary General Meeting is enclosed with this document. Whether or not you propose to attend the Extraordinary General Meeting, you are urged to complete and sign the Form of Proxy in accordance with the instructions printed thereon and to return it to the Company, as soon as possible and in any event so as to be received no later than 9 a.m. UK time (10 a.m. CET) on 13 January 2016 (being 48 hours before the time appointed for the holding of the Extraordinary General Meeting). The return of a completed Form of Proxy or the submission by CREST members of an electronic proxy appointment will not preclude you from attending the Extraordinary General Meeting and voting in person, should you wish to do so.

Holders of Depositary Interests in the Company wishing to instruct Capita IRG Trustees Limited, the Depositary, to vote in respect of the holder's interest should use the Form of Direction. The completed Form of Direction must be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and in any event so as to be received no later than 9 a.m. UK time (10 a.m. CET) on 12 January 2016 (being 72 hours before the time appointed for the holding of the Extraordinary General Meeting).

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company's agent, Capita Registrars Limited (CREST Participant ID: RA10), no later than 72 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

5 Record Date

Only Shareholders entered on the register of members of the Company at 6 p.m. UK time (7 p.m. CET) on 18 December 2015 shall be entitled to attend and vote at the Extraordinary General Meeting in respect of the number of Shares registered in their name at that time. Changes to entries on the register of members after 6 p.m. UK time (7 p.m. CET) on 18 December 2015 shall be disregarded in determining the rights of any person to attend or vote at the meeting. The length of time between the Record Date and the Extraordinary General Meeting is set by Dutch Law.

6 Recommendation

The Board considers that the proposed Capital Increase, Reduction and Distribution will promote the success of the Company for the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions.

Yours faithfully

Harin Thaker, Chairman

Terms used and not defined in this announcement bear the meaning given to them in the Notice.

The Notice of the EGM is available on Company's website - www.brack-capital.com.

ENQUIRIES:

About BCRE

BCRE is an international real estate development and investment group, headquartered in the Netherlands and listed on the London Stock Exchange. Through its subsidiary and associated undertakings, the Company is interested in, develops and operates an international portfolio of real estate assets, predominantly located in the USA, Germany, Russia, India and the UK.

The Company has established local management team platforms with significant local market expertise in the US, Germany, Russia, India and the UK with exclusive access to over 400 staff. At present, the Company has offices and teams in New York, London, Frankfurt, Düsseldorf, Moscow, Kazan, New Delhi, Amsterdam, Limassol and Budapest.