FAQs regarding the imminent special payout of MAGIX AG

On March 16, 2011 the regular shareholders' meeting of MAGIX AG decided to undertake a special payout of EUR 1.12 per share to the shareholders of the company by partially converting capital reserves.

Why did the management and supervisory boards suggest a capital increase followed by a capital reduction?
The course of business over the past years has shown that the current amount of capital and liquid assets are not required.

Why is it necessary to increase the capital first before reducing it again? Can you not just pay out the capital reserves?
According to § 272, section 2, no. 1 of the German Commercial Code [HGB] a direct payout to the shareholders is not permitted due to reasons of capital maintenance (§ 150 Stock Corporation Act [AktG]). It is possible, however, to convert parts of the capital reserve into funds that may be paid out by combining a capital increase resulting from company funds with a subsequent regular capital reduction.

What are the prerequisites for being entitled to the payout?
The resolution of the shareholders' meeting on the capital reduction has come into effect following its entry into the commercial register of the company on September 26, 2011, thus resulting in an entitlement of the shareholders to the payout.

When will I receive the payment?
Although the entry into the commercial register has constituted an entitlement to the payout, the payout may not be effected immediately due to the stipulations of the stock corporation law. Far more, the payment may only be effected following a creditor protection period of six months after the entry into the commercial register regarding the reduction of capital has been published and after the creditors who may have spoken up have been guaranteed satisfaction or security (§ 225 Stock Corporation Act [AktG]).
The entry was published by the court on September 27, 2011. The creditor protection period started that day and will end on March 27, 2012. The payout is estimated to take place on the next bank opening day, i.e. March 28, 2012. MAGIX AG will publish a notification to the shareholders regarding the imminent payout on the electronic register ("eBundesanzeiger").

Who will receive a payout?
All shareholders holding MAGIX shares in securities' accounts at the time the market closes on the day prior to the distribution, to be more precise on March 27, 2012. The shares will be traded with the right to the special distribution until the last day of trading prior to the day of the payment.
Shares created after entry of the capital reduction into the commercial register due to exercising share options will not participate in the special distribution as they will have been created after the entitlement to the payout has resulted. Such shares not eligible for a payout may be identified by a separate ISIN.

What happens if I sell my shares after the capital reduction has been entered into the commercial register?
If shares entitled to a payout are traded after the capital reduction has been entered into the commercial register and within the six-month waiting period, the entitlement to the payout will be transferred to the buyers of the shares.

Can the suggested payout amount per share still be changed?
No. A change is no longer possible as the capital reduction has been entered into the commercial register on September 26, 2011.

What are the up- or downsides of the payout to the shareholder?
The capital increase by using company funds followed by a capital reduction can be beneficial to the shareholder as a (usually tax-free) payout of funds. At the same time, however, the liquidity of the company and the share price will drop as a result of the cash payout.

How will the shareholders get their money?
The amount will be credited automatically to the investor's private settlement account linked to his or her portfolio.