Convergenta Invest GmbH
Convergenta submits countermotion to the Annual General Meeting of Ceconomy AG against the election of Christoph Vilanek to the Supervisory Board
PRESS RELEASE Convergenta submits countermotion to the Annual General Meeting of Ceconomy AG against the election of Christoph Vilanek to the Supervisory Board
Salzburg/Düsseldorf, January 20, 2020 – Convergenta Invest GmbH (“Convergenta”), which holds a stake of more than 21 percent in the electronics trading group Media-Saturn-Holding GmbH (“MSH”), today announced that it has submitted a counter-motion for the agenda of the Annual General Meeting of Ceconomy AG (ISIN DE0007257503, “Ceconomy”) on February 12, 2020. The reason for Convergenta’s countermotion is the election of Christoph Vilanek to the Supervisory Board of Ceconomy as proposed by the company. Conflict of interest of Christoph Vilanek Convergenta bases its rejection of Mr. Vilanek’s election on his obvious conflict of interest as CEO of Freenet AG. Freenet AG had acquired a 9.15 percent stake in Ceconomy in July 2018 through a capital increase. According to Freenet, MSH, in which Ceconomy holds a majority stake, has been one of Freenet’s most important distribution channels for 25 years. In its annual report for 2018, Freenet explained that its stake in Ceconomy was a strategic investment and stated that the participation offered the opportunity to deepen the partnership via further points of contact. For example, “additional services such as TV products, which have not yet been fully exploited, could possibly be marketed more strongly in the future”. This conflict of interest has even been exacerbated by the court appointment of Mr. Vilanek to the Supervisory Board in May 2019, as his representation on the Supervisory Board gives him the opportunity to influence the business policy of Ceconomy. Convergenta sees a well-founded risk that Freenet and Mr. Vilanek could use their position to give Freenet advantages that could be detrimental to the other shareholders of Ceconomy AG, MSH and Convergenta. Election of Jürgen Kellerhals to the Ceconomy Supervisory Board could contribute to a lasting settlement of the shareholder conflict at the level of MSH Ceconomy’s majority shareholding in MSH is the only operational holding of Ceconomy AG and, to Convergenta’s knowledge, currently represents 100 percent of Ceconomy’s economic revenues. The shareholder conflict at MSH level is, in the view of many analysts, a negative factor for Ceconomy’s share price. A major reason for the shareholder conflict is that Ceconomy takes strategic decisions for MSH at the level of Ceconomy without the involvement of Convergenta, and then confronts Convergenta with them. This process often means that strategic decisions can only be implemented with delay after renewed coordination at MSH level, or not at all. Ceconomy has announced that strategic decisions relating to MSH will continue to be made at Ceconomy level with the help of a “Transformation Committee”. Convergenta is therefore proposing to Ceconomy shareholders that Jürgen Kellerhals be elected to the Supervisory Board of Ceconomy as a representative of Convergenta, in order to involve Convergenta in the exchange on MSH’s strategy. As a shareholder of Convergenta, Jürgen Kellerhals has been involved in Convergenta decisions related to MSH for many years and is himself a successful entrepreneur and investor. In Convergenta’s view, this could contribute to a lasting settlement of the shareholder conflict at the level of MSH and is therefore in the interest of all shareholders of Ceconomy AG. Shareholders of Ceconomy AG who wish to support Convergenta’s proposals can grant a proxy free of charge for the Annual General Meeting of CECONOMY AG to be held on February 12, 2020. Ceconomy shareholders can obtain further information on granting a proxy at r.becker@convergenta-invest.com. # # # About Convergenta Invest GmbH Convergenta Invest GmbH is the family office of the Kellerhals family. The management holding company Convergenta Invest und Beteiligungs GmbH, headquartered in Salzburg, holds the Kellerhals family’s shares in Media-Saturn-Holding GmbH in Ingolstadt (21.67 percent) through its subsidiary Convergenta Invest GmbH, based in Bad Wiessee (D), and is also the parent company of several companies for retail real estate projects. Convergenta Invest und Beteiligungs GmbH were founded in 2004. For more information visit www.convergenta.com PRESS CONTACT Charles Barker Corporate Communications GmbH End of Media Release Issuer: Convergenta Invest GmbH Key word(s): Finance
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