DGAP-News: Implementation on track: Adler Group S.A.’s AGM adopts all proposed resolutions and confirms the Board of Directors

Implementation on track: AGM of Adler Group S.A. adopts all proposed resolutions and confirms the Board of Directors

 

Luxembourg, 29 June 2022 – Today’s Annual General Meeting (AGM) of Adler Group S.A. (“Adler Group”) adopted all proposed resolutions by a clear majority in a magnitude between 89 and 100 percent. With 57.3 percent of the voting capital present, the company's shareholders approved the consolidated financial statements and the stand-alone annual financial statements of the company for 2021, after having reviewed the report of the statutory auditor including the disclaimer of opinion. With respect to Corporate Governance, the AGM confirmed the appointment of Prof. Dr. A. Stefan Kirsten as director of the company for a three-year period. Furthermore, the shareholders approved the re-appointment of Thierry Beaudemoulin, Thilo Schmid, and Thomas Zinnöcker, who had resigned with effect as of the AGM, as directors of the company, in each case for a three-year period.

In its subsequent inaugural meeting, the Board of Directors elected Stefan Kirsten as Chairman of the Board of Directors. Thierry Beaudemoulin will remain as Daily Manager and CEO, Thilo Schmid shall head the Audit Committee and Thomas Zinnöcker shall lead the Investment and Finance Committee. Thomas Echelmeyer will continue to act as interim CFO on a consultancy basis until a new permanent CFO is appointed.

“The implementation of our strategy and the measures to enhance our governance are on track”, comments Adler Group’s Chairman Stefan Kirsten. “Our Board suits the governance of Adler Group and meets all necessary requirements. Our clear aim is to obtain an unqualified audit opinion for the financial year 2022. Our tender processes are starting directly after today’s AGM.”

On the occasion of the AGM, CEO Thierry Beaudemoulin reiterated Adler Group’s previous outlook with the value of net rental income between 203m and 212m EUR, which should result in FFO1 of 73m to 76m EUR.

“We will do our utmost to implement our strategy for Adler Group”, Stefan Kirsten added. Last week, Adler Group announced that a squeeze-out of the minority shareholders of ADLER Real Estate AG was being pursued. “We consider this step an important milestone of the ongoing integration process and a considerable simplification of the corporate structure.  We are convinced that until an unqualified audit opinion has been received and the squeeze-out at Adler Real Estate has been completed, Adler Group should also consider further sales in connection with upcoming financial obligations.”

“When it comes to current and future sales, the headwind in the market is increasing. Nevertheless, achievable prices are still oscillating around the fair market values for single projects”, Thierry Beaudemoulin added. “Portfolio sales are under pressure due to the difficulty of buyers to raise equity, so we expect moderate discounts. We are also considering selling a few development projects at a moderate loss to valuation to avoid disproportionate risks in the future.”

After allegations by a short seller against the Adler Group and its subsidiaries had become known and with the start of the reorganization of the company initiated when Prof. Dr. A. Stefan Kirsten assumed his role as a Chairman of the Board of Directors of Adler Group on 16 February 2022, a comprehensive package of measures was implemented to improve transparency and corporate governance. This included the conclusion of the review by KPMG Forensic with the requirement to submit audited consolidated financial statements of Adler Group and ADLER Real Estate for the 2021 financial year by 30 April 2022, the disclosure of the findings of the review and their reflection in the consolidated financial statements, and the comprehensive communication of the structural and procedural measures to improve transparency and corporate governance. This also includes the appointment of Thomas Echelmeyer as interim CFO on a consultancy basis, the downsizing and effective staffing of the board of directors' committees, the strengthening of the compliance functions with the support of an external consulting firm, and further steps to integrate the Adler Group.

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