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Comments on the items on the agenda of the extraordinary General Meeting of Immofinanz AG to be held on 17 April 2015

Proposal of two alternative, independent candidates having industry expertise to join the Supervisory Board of Immofinanz

Proposed amendments to the Articles of Association serve only to secure the influence of the existing core shareholders Fries and Scherb, and not the interests of the other shareholders 

CA Immobilien Anlagen AG ("CA Immo"), together with its shareholder O1 Group Ltd ("O1 Group”), published a voluntary partial tender offer for approximately 13.5% of the total share capital of Immofinanz AG ("Immofinanz") on 25 March 2015. As a defence reaction, the management of Immofinanz announced, on 23 March 2015, a counter-offer for up to 29% of the shares in CA Immo and convened an extraordinary General Meeting, at which the shareholders of Immofinanz are to give their approval of far-reaching amendments to the company's Articles of Association and the election of two additional Supervisory Board members. 

Dr. Bruno Ettenauer, CEO of CA Immo: "These measures proposed by the management of Immofinanz for adoption, from our point of view, serve only to make it more difficult for CA Immo and Immofinanz to move closer, for emotional reasons, and to preserve control of Immofinanz by shareholders Dr. Fries and Mag. Scherb. This is not in the economic interest of the other shareholders. In our point of view, this is not a sound understanding of corporate governance. As future, potentially largest shareholder we are interested in sustainable added value for the company and a positive perception of the company in the international capital market. Consequently, together with our partner O1 Group, we will vote against these measures and propose to the extraordinary General Meeting two independent industry experts with international expertise for election to the Supervisory Board."

Election of two new members to the Supervisory Board of Immofinanz

At the moment, the Supervisory Board of Immofinanz (with one exception) has no substantial experience in the real estate sector as well as the real estate capital markets, which is true also for the candidates proposed by the Supervisory Board of Immofinanz, Mag. Populorum and Hr. Schischek. Moreover, they are associated with the sphere of influence of the current key shareholders of Immofinanz, Dr. Fries and Mag. Scherb. In summary, these proposed appointments appear to be an attempt to preserve the influence of shareholders Dr. Fries and Mag. Scherb by all means and to prevent any new supervisory figures from taking the helm. 

Alternative candidates for the Supervisory Board of Immofinanz AG

Both Oliver Puhl and Dr. Tamara Guttmann are personally and commercially independent of CA Immo and O1 Group, will contribute professional industry expertise and many years of international experience and would use their expertise to actively support the management of Immofinanz in the upcoming important decisions to the benefit both of the company and the shareholders. Oliver Puhl is a business economist and real estate economist with long-term experience in real estate capital markets and real estate investment banking, including his work at Morgan Stanley and, currently, as managing director of Puhl GmbH & Co. KG. Dr. Tamara Guttmann is managing partner of the Guttmann Group, which specialises in property development and portfolio management in Germany and Vienna. Moreover, Ms. Guttmann has many years of experience in Russia and the CEE/SEE region.


The CVs of both candidates as well as a statement on the agenda of the extraordinary General Meeting of Immofinanz AG are available on our website at www.caimmo.com/en/Stellungnahme