PNE AG Cuxhaven, July 13, 2015 - The Management Board and Supervisory Board of PNE WIND AG are working to find a solution to the conflicts of interest between individual shareholder groups as well as make preparations for the necessary General Meeting of Shareholders. Despite a large percentage of our investors - 46% of the company's share capital - taking part on the Annual General Meeting the results could not be announced. For some of the agenda items, the results of the vote clearly illustrate the views of our investors. On the agenda items were only a narrow majority resulted, the administration is currently working on new proposals which will clearly win the support of our investors.
The administration is focused on nominating an independent Supervisory Board which will have the full confidence of our shareholders and at the same time have the necessary expertise to oversee the operational performance of the company on a regular basis by both questioning as well as working constructively with the company. By doing so, the current administration is sending a clear signal highlighting its willingness to resolve conflicts. With this step, the possibility to elect a new Supervisory Board at the upcoming General Meeting should be created.
The administration would also like to address the suggestions of shareholders and therefore intends to propose an amendment to change Supervisory Board remuneration. Instead of the current policy which has a fixed and variable component, the administration's proposal will reduce the Supervisory Board remuneration and be based solely on a fixed component. A proposal is to be put on the agenda for the upcoming meeting.
The Management Board has now opened the results after they were returned from the State Attorney office. Up to this point, the results were sealed. The results have been disclosed for information purposes only. A new agenda - which among other items will include resolutions on the appropriation of profits, the discharge of the Management and Supervisory Board, the future composition of the Supervisory Board, the remuneration of the Supervisory Board and control and profit transfer agreements - is being prepared.
Results - without resolution effect - of the General Meeting June 16, 2015 (percentages are based on the valid votes cast):
Neither established or announced | ||
Agenda Items* | Yes Votes | No Votes |
| No resolution | |
| 17,745,066 = 53.42 % | 15,473,744 = 46.58 % |
| ||
a) Martin Billhardt | 16,444,800 = 51.11 % | 15,731,613 = 48.89 % |
b) Jörg Klowat | 16,644,950 = 51.94 % | 15,403,528 = 48.06 % |
c) Markus Lesser | 28,552,439 = 88.68 % | 3,643,724 = 11.32 % |
| ||
a) Dieter K. Kuprian | 16,081,073 = 45.70 % | 19,109,317 = 54.30 % |
b) Dr. Peter Fischer | 16,094,837 = 45.75 % | 19,082,990 = 54.25 % |
c) Prof. Dr. Reza Abhari | 16,543,430 = 47.09 % | 18,589,372 = 52.91 % |
d) Astrid Zielke | 14,748,179 = 43.30 % | 19,314,746 = 56.70 % |
e) Volker Friedrichsen | 2,645,614 = 11.27 % | 20,831,555 = 88.73 % |
f) Peter Baron von le Fort | 16,948,334 = 65.61 % | 8,883,172 = 34.39 % |
| 19,054,345 = 54.10 % | 16,164,419 = 45.90 % |
| 14,998,450 = 42.86 % | 19,992,261 = 57.14 % |
| 34,952,702 = 99.16 % | 297,628 = 0.84 % |
| 34,942,064 = 99.20% | 282,991 = 0.80 % |
| ||
a) Mr Volker Friedrichsen | 19,986,841 = 56.41 % | 15,441,898 = 43.59 % |
b) Ms Astrid Zielke | 17,225,073 = 48.73 % | 18,125,914 = 51.27 % |
c) Mr Peter Baron von le Fort | 17,027,732 = 48.26 % | 18,254,388 = 51.74 % |
11. Resolution on the recall of the Supervisory Board members | ||
a) Mr Dieter K. Kuprian | 18,997,583 = 53.77 % | 16,331,882 = 46.23 % |
b) Mr Dr. Peter Fischer | 19,001,833 = 53.80 % | 16,318,702 = 46.20 % |
c) Mr Prof. Dr. Reza Abhari | 18,080,910 = 51.84 % | 16,794,971 = 48.16 % |
13. Change Supervisory Board remuneration | 22,353,574 = 63.40 % | 12,905,691 = 36.60 % |
14. Casting Vote Supervisory Board Chairman | 15,718,613 = 44.62 % | 19,505,249 = 55.38 % |
*For Agenda items 10 and 12, no vote was held as the results of other agenda items first needed to be announced.
A vote on the counter proposals as well as the election of new Supervisory Board members could not be held during the AGM, because the results of the first vote could not be announced before midnight due to the protracted debate on procedural motions. Since the results were not announced and no resolutions were passed at the AGM on June 16, 2015, the Management Board of PNE WIND AG plan to hold a new General Meeting as soon as the agenda with new resolutions has been drafted.
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