News Column

Statement by Karl Ehlerding on the blocking of 5.5 million voting rights at the Annual General Meeting of conwert Immobilien Invest SE

May 16, 2014

(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 administrative board. 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 board. 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 involved. By order: Charles Barker Corporate Communications GmbHTobias Eberle Phone: +49 69 794090-24 Email: tobias.eberle@charlesbarker.de End of Media Release --------------------------------------------------------------------- Issuer: Charles Barker Corporate Communications GmbH Key word(s): Real estate 16.05.2014 Dissemination of a Press Release, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 268940 16.05.2014


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Source: DGAP Corporate News