DGAP-News: Adler Group S.A. strengthens senior management and makes progress in optimizing corporate governance structures

Adler Group S.A. strengthens senior management and makes progress in optimizing corporate governance structures

• Thomas Echelmeyer takes over CFO position on an interim basis effective June 1, 2022; process for appointment of permanent CFO is underway
• PJT Partners appointed as financial advisor to Adler Group
• Improvement in structural and procedural corporate governance and development of robust compliance function initiated
• Board of Directors proposes to the Annual General Meeting not to pay a dividend for the year 2021 in the light of the disclaimer of opinion

Luxembourg, 17 May 2022: Adler Group S.A. (“Adler Group”) today provided an update on the announced further development and improvement of procedural and structural corporate governance and informed about the strengthening of senior management.

Effective June 1, 2022, Thomas Echelmeyer will join the senior management of Adler Group as interim Chief Financial Officer (CFO). He will hold this position temporarily until the CFO position is finally filled. The process to find a permanent CFO is underway. Thomas Echelmeyer has worked since 1986 as auditor and tax consultant as well as a partner at Arthur Andersen and EY. In 2007, he moved to the real estate industry and served as CFO of GWH Immobilien Holding GmbH and other real estate companies.

“We are very pleased that Mr Echelmeyer is taking over the finance department on an interim basis and will accompany us until the CFO position is permanently filled”, the Chairman of the Board of Directors of Adler Group, Stefan Kirsten comments. “He is well known to the Board and, thanks to his comprehensive expertise, the perfect support in the current phase.”

PwC to analyse and develop a robust compliance function at Adler Group

Kirsten also explains various measures to improve structures and processes within the company, with a particular focus on corporate governance.

The allocation of responsibilities among the members of the Board of Directors has now been clearly defined. In addition, the appointments for all major companies of Adler Group were initiated, considering the rights of minority shareholders and subject to the approval of the relevant supervisory bodies. It is the goal to manage the Adler Group as an economic entity.

Following a corresponding resolution by the Board, the Adler Group has also commissioned the consulting firm PwC to analyse and develop a robust compliance function.

Furthermore, Adler Group has appointed PJT Partners as its financial advisor to support the company in the refined cashflow analysis, and in the intensive exchange with its financial partners and the capital market. PJT will work side by side with Kempen, Adler’s long-standing corporate finance advisor.

The Board has also commissioned an international law firm to clarify other possible legal claims against the company and its bodies. Adler Group started this after the publication of the special investigation.

Board proposes to appoint KPMG as auditor also for fiscal year 2022

The next Annual General Meeting of Adler Group will take place on 29 June 2022. All members of the Board of Directors will individually face the vote of the shareholders for reappointment or – in case of the Chairman - for first appointment. The Board of Directors also decided to propose to the AGM, to newly appoint KPMG as auditor of the annual financial statements 2022. The very professional discussions with KPMG are ongoing. As already stated, the Board of Directors will take all steps with the company as of the half-year financial statements to heal the disclaimer of opinion concerning the consolidated financial statements of 2021. The company will seek an unqualified opinion for its audited consolidated financial statements of 2022.

Finally, the Board of Directors concluded that it is not advisable to the company to pay a dividend in the light of the existing disclaimer of opinion of the auditor. Accordingly, the Board will recommend to the coming AGM not to pay a dividend for the fiscal year 2021.

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