Special distribution of Funds

Information about the special distribution of funds
On February 7, 2012, XING AG has paid a special distribution of funds from capital reserves amounting to €3.76 per share as per the resolution agreed on at the AGM held on May 26, 2011.

For reasons relating to the German Stock Corporation Act, the special distribution has been oder was paid out on February 7, February 2012. People in possession of XING shares on August 1, 2011, will have the relevant amount credited to their brokerage account in February 2012.

One-time special distribution of funds
*XING AG treasury shares are not eligible for the special distribution of funds.

(Agreed) special distribution of funds per share in €: 3.76
Total distribution volume* in €: 19,951,838.40
Distribution date: February 7, 2012
Date and time of eligibility (record date): Close of trading on August 1, 2011
Disbursing agent: Deutsche Bank

Financial announcement of the special distribution of funds
On August 3, 2011, a financial announcement of the payment to be made to shareholders was published in the German electronic Federal Gazette. 

FAQ
When will the special distribution of funds be paid out?
On February 7, 2012

Steps required to pay out the special distribution of funds:

1. Announcement of the Executive and Supervisory Board’s intention to suggest paying a special distribution of funds to the company’s shareholders at the AGM (ad-hoc announcement) - March 30, 2011 
2. The Executive and Supervisory boards put forward their suggestion to pay a special distribution of funds to the 
3. AGM to be voted on April 19, 2011AGM agrees special distribution of funds (ad-hoc announcement) - May 26, 2011
4. Registration of the AGM resolution for registration in the commercial register - July 14, 2011 
5. Registration of the AGM resolution into the commercial register - July 29, 2011
6. Announcement of the ordinary capital reduction (§ 222 et seq. of the German Stock Corporation Act (AktG)) in the German electronic Federal Gazette - August 3, 2011
7. Publication of the commercial register entry in the company register - August 5, 2011
8. Expiry of the creditor protection deadline - February 6, 2012
9. Special distribution of funds - February 7, 2012

When did I need to be a shareholder in order to benefit from the special distribution of funds?
People in possession of XING shares on August 1, 2011, are eligible for the special distribution of funds and will receive €3.76 for every share they held on that date.
This means that the date on which the AGM was held is irrelevant. The only requirement is that you were in possession of XING shares on the record date.

Is the special distribution of funds exempt from taxes?
Unfortunately we are unable to provide individual shareholders with legally binding information due to liability issues.

In general, a special distribution of funds is not subject to capital gains tax as is the case with a regular dividend as it comes from capital reserves (return of capital contributions) rather than generated net profit.

The proceeds from our IPO in 2006 were paid into a contribution account for tax purposes. Part of these capital reserves were turned into share capital (i.e. an increase in capital) as per the AGM resolution passed on May 27, 2011. During the second step, the share capital was then reduced by the same amount. The amount gained as a result of the capital reduction was then paid out to the shareholders, meaning that the special distribution of funds is exempt from taxes for almost all private investors.

In spite of that, the acquisition cost of shares is also reduced by the distribution amount, which may therefore lead to a slightly higher amount of tax to be paid on earnings when sold.

There may of course be a few exceptions to this, so please consult your tax advisor to find out more about your personal fiscal situation.

Do you have any other questions?If so, please call our Investor Relations department or send them an email. Here are the contact details for our Investor Relations department.