Cube Invest Takes Legal Action against Resolutions Passed by the AGM of Conwert Immobilien Invest SE
VIENNA--(BUSINESS WIRE)--Independent conwert shareholder Cube Invest has filed a claim for recissory and declaratory action with the Commercial Court in Vienna, Austria, against the resolutions passed under Agenda item "Elections to the Board of Directors" at the Annual General Meeting of conwert Immobilien Invest SE on May 7, 2014.
The action is brought in particular against the illegal and intentional preclusion of the decisive voting rights of one shareholders by Chairwoman Kerstin Gelbmann. Gelbmann is closely affiliated with major shareholder Hans-Peter Haselsteiner. The resulting election of their preferred candidates Alexander Schoeller und Martina Postl was only made possible as a result of the illegal preclusion. A correct count of these voting rights would have resulted in the election of Peter Hohlbein and Alexander Proschofsky instead of Alexander Schoeller and Martina Postl. Hohlbein and Proschofsky received the overwhelming majority of votes of all represented institutional and free-float shareholders. A success of Cube's legal action will immediately result in the retroactive appointment of Peter Hohlbein and Alexander Proschofsky as of May 7, 2014 - a repetition of the Annual General Meeting will not even be required.
Furthermore, the resolutions under this Agenda item are also being contested on further grounds. In particular, the declaration submitted by Alexander Schoeller in conformity with § 46 para. 3 SE Act requiring board candidates to provide information to shareholders about anything that may constitute a bias or conflict of interest of the candidate, was blatantly incomplete and inaccurate. In this declaration, Mr. Schoeller disclosed only a fraction of his comparable functions and in particular he concealed significant activities in the business segment of conwert.