(DGAP-Media / 16.05.2014 / 10:30)
At the Annual Shareholder Meeting of conwert Immobilien Invest SE on May 7,
2014, a vote was taken on two new members of the administrative board,
among other things. International Shareholder Services (ISS, Glass Lewis)
voiced their support for the independent candidates Proschofsky and
Hohlbein. Shortly before the votes were cast, 5.5 million shares were
revoked by the head of the administrative board, Kerstin Gelbmann, which at
that time were equivalent to EUR 58 million. Without going into detail or
expressing a legal opinion prior to the Annual Shareholder Meeting, Kerstin
Gelbmann explained the exclusion from the voting with an "indication of
concerted action." This was the only way that the candidates Postl and
Schoeller favored by main shareholder Haselsteiner could win the vote by a
narrow margin thus consolidating Haselsteiner's control in the
Karl Ehlerding stated the following in this regard:
The economic ownership rights of the shares in question belong to various
members of the Ehlerding family. The assets of individual family members
have been managed separately for 20 years and these members live hundreds
of kilometers away from each other. Decision making is made separately.
From the sale of Kommunale Wohnen to conwert in January 2013, the
individual family members received a total of 4.2% of the share capital in
conwert. At that time and until the day of the Annual Shareholders Meeting,
it can be proven that conwert itself took the legal view that the shares
are not to be calculated together. At no time did an individual family
member exceed the legal 4% notification threshold.
As in the previous year's Annual Shareholders Meeting, all registered
shares of the members of the Ehlerding family were admitted and recorded in
the participation and presence list. Strangely enough, the exclusion of the
voting rights by the head of the administrative board and Haselsteiner
confidant Kerstin Gelbmann took place immediately prior to the start of
voting, after the Annual Shareholders Meeting had already gone on for
several hours. Reference was made to a legal opinion without public
disclosure of its content. Neither I nor other members of my family were
given the opportunity to make any clarifications on the matter.
The legal opinion was written by the same legal representative who advised
conwert on the acquisition of Kommunale Wohnen and who also provided legal
advice for the itinerary of the conwert Annual Shareholders Meetings in
2013 and 2014. According to a media report, this legal representative also
repeatedly works for Haselsteiner and his investment companies besides his
mandate for conwert. I didn't receive a copy of the respective legal
opinion until three days after the Annual Shareholders Meeting.
In my opinion and in the opinion of my legal advisors, this legal opinion
is based on false underlying assumptions and conclusions. I believe that
it's plausible that the head of the administrative board had already
expected voting in favor of Mr. Proschofsky and Mr. Hohlbein from the list
of participants at the time when the legal opinion was commissioned.
Another important consideration is that the only member of the
administrative board not associated with main shareholder Haselsteiner
apparently wasn't involved in the decision to revoke voting rights. At the
Annual Shareholders Meeting, she publicly explained "for liability reasons"
that she hadn't been involved in the decision. The decision to exclude the
votes was thus obviously not covered by a resolution of the administrative
The exclusion of my votes and those of my family members which was decisive
for the election of the candidates supported by the main shareholder thus
ultimately took place by the sole effort of the head of the administrative
board, Kerstin Gelbmann, who is associated with the main shareholder, based
on the legal opinion of a legal representative who (also) works for the
main shareholder. I never would have thought that such a course of action
is possible in a developed capital market and in a country governed by the
rule of law.
I will of course take legal action against the resolutions made at the
annual shareholder meeting. Next to that, my legal representatives are
evaluating possible damage compensation claims against the corporate bodies
Charles Barker Corporate Communications GmbH
Phone: +49 69 794090-24
End of Media Release
Issuer: Charles Barker Corporate Communications GmbH
Key word(s): Real estate
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