- Supervisory Board members Marija Korsch, Christof von Dryander und Dietrich Voigtländer removed
- Majority of shareholders reject the candidates put forward by Petrus Advisers Investments Fund L.P. – Theodor Heinz Laber, Marion Khüny, and Joachim Sonne
Wiesbaden, 09. December 2021 – The Extraordinary General Meeting of Aareal Bank AG has approved the removal of Supervisory Board members, as proposed by one shareholder. At today's virtual General Meeting, which was attended by 48.13 per cent of shareholders, the motions submitted by shareholder Petrus Advisers Investments Fund L.P. (“Petrus Advisers”) were adopted by majority. In a request for extension of the agenda, Petrus Advisers had called for the removal of Supervisory Board members Marija Korsch, Christof von Dryander and Dietrich Voigtländer. A majority of shareholders rejected the replacement candidates put forward by Petrus Advisers – Theodor Heinz Laber, Marion Khüny, and Joachim Sonne. The Bank will now seek the appointment of Supervisory Board members by the court, in order to restore the Supervisory Board's composition in line with the requirements set out in the Memorandum and Articles of Association.
Prof. Dr Hermann Wagner, Chairman of the Supervisory Board, commented on the results: “We would like to thank Marija Korsch, Christof von Dryander and Dietrich Voigtländer very much for their valuable contributions to the success of Aareal Bank Group, and their dedicated work on the Supervisory Board over the past years. We wish them all the best for the future. We will fill the resulting vacancies on the Supervisory Board within the statutory periods, without delay.”
The Extraordinary General Meeting had originally been convened to vote on a second dividend tranche for the 2020 financial year. However, on 23 November 2021 Atlantic BidCo GmbH (the “Bidder”) launched a takeover offer for Aareal Bank Group; in the event of this offer being successful, the Bidder intends to support Aareal Bank Group’s growth across all segments through the retention of profits, with immediate effect. Against this background, the dividend proposal was withdrawn from the agenda, and the request for extension of the agenda submitted by Petrus Advisers Investments Fund L.P., which proposed the removal and by-election of Supervisory Board members, was voted on exclusively.
Details of the vote
Removal of Supervisory Board members (agenda item no. 2):
55.23 per cent of the share capital present voted in favour of the motion to remove Ms Marija Korsch; 44.77 per cent voted against.
55.20 per cent of the share capital present voted in favour of the motion to remove Mr Christof von Dryander; 44.80 per cent voted against.
55.20 per cent of the share capital present voted in favour of the motion to remove Mr Dietrich Voigtländer; 44.80 per cent voted against.
By-election of Supervisory Board members (agenda item no. 3):
43.78 per cent of the share capital present voted in favour of the motion to elect Mr Theodor Heinz Laber; 56.22 per cent voted against.
43.88 per cent of the share capital present voted in favour of the motion to elect Ms Marion Khüny; 56.12 per cent voted against.
43.78 per cent of the share capital present voted in favour of the motion to elect Mr Joachim Sonne; 56.22 per cent voted against.
