conwert Immobilien Invest SE

Appeal against AGM '14 resolutions - Preliminary ruling of Takeover Commission on Acting in Concert

Business news for the stock market

Vienna (pta025/19.03.2015/18:43) - conwert Immobilien Invest SE (conwert), listed on the Austrian ATX, announces that the Takeover Commission has issued a ruling in relation to the legal challenge of the resolutions of the AGM 2014 relating to the election of Alexander Schoeller and Martina Postl to the Administrative Board. The Commercial Court had suspended the appeal proceedings in order to establish whether the shares held by members of the Ehlerding family had to be aggregated within the meaning of Sec 23 para. 1 or 2 of the Austrian Takeover Act. According to the ruling of the Takeover Commission, the voting rights are not to be aggregated or so attributed. Kerstin Gelbmann, Chairman of the Administrative Board, has announced an appeal to the Supreme Court against the preliminary ruling.

Notwithstanding the ruling, the composition of the Administrative Board will not change for the time being. Alexander Schoeller and Martina Postl, who have been elected to the Administrative Board by the AGM 2014, will remain on the board until the final court decision. The proceedings before the Vienna Commercial Court will continue once the Supreme Court has decided on conwert's announced appeal. In the proceedings before the Commercial Court the parties will then have the right to file an appeal to the Vienna Court of Appeals and ultimately to the Supreme Court. Alexander Proschofsky and Peter Hohlbein, who had been the alternative nominees to the board's nominees at the last AGM, will therefore not become members of the Administrative Board for the time being.

Kerstin Gelbmann states: "The disclosure regime is aimed at protecting investors and the transparency of the capital markets. In light of this purpose I am convinced that exceeding the threshold of 4% and/or 5% of the voting rights without notifying the issuer should lead to the suspension of the voting rights of the relevant shareholders. This was the reason for my decision at the last AGM to suspend the voting rights of Mr. Karl Ehlerding and his family members, since they did not notify that they had exceeded the thresholds, but had registered a 6.7% shareholding for the AGM. In my view there are clear indications that members of the Ehlerding family had violated the transparency requirements provided for by stock exchange act."

.............................................................. This report contains forward-looking estimates and statements that were made on the basis of the information available at this time. Forward-looking statements reflect the point of view at the time they are made. We would like to point out that the actual circumstances and. consequently, the actual results realised at a later date may differ from the forecasts presented in this report for a variety of reasons.



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emitter: conwert Immobilien Invest SE address: Alserbachstraße 32, 1090 Vienna country: Austria contact person: Clemens Billek phone: [phone] e-mail: [e-mail] website: www.conwert.at

ISIN(s): AT0000697750 (share) stock exchanges: official trade in Vienna

[ source: http://www.pressetext.com/news/20150319025 ]