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UPDATE 1-Austria's Conwert rejects Adler's request to replace board members
February 12, 2016 / 9:48 AM / 2 years ago

UPDATE 1-Austria's Conwert rejects Adler's request to replace board members

* Conwert says request is hostile action

* Says proposed changes would create conflicts of interest

* Says confident of achieving 2015, 2016 targets (Adds detail, forecast, background)

VIENNA, Feb 12 (Reuters) - Austrian property group Conwert rejected a request by its major shareholder Adler Real Estate on Friday to replace board members, describing Adler’s call as hostile to other shareholders.

The German company, Conwert’s largest single shareholder with a 22.4 percent stake, wants three of the four members of the board of directors replaced by candidates of its choosing, strengthening its influence over the Austrian group.

To bring about the changes, Adler requested an extraordinary shareholders’ meeting which it expects to take place in March.

Conwert called Adler’s move to replace board members “a hostile action against Conwert shareholders.”

“Adler dominating the board could create substantial conflicts of interest and go against the principles of good corporate governance and the fundamentals of competition law,” it said in a statement.

Adler stood by its proposal.

“We would not embark on this path if we had not had feedback from other shareholders that indicated we could be successful,” an Adler spokesman said. To remove the directors, Adler needs 75 percent of the votes present at the shareholders’ meeting.

The Austrian group is streamlining its portfolio and cutting costs after a turbulent year in which large parcels of its shares have changed hands.

The former chief executive, Clemens Schneider, was ousted last May after fending off a hostile takeover bid against the will of the former key shareholder, the Haselsteiner family. After that, the family sold its stake to MountainPeak Trading which then quickly sold it on to Adler.

Conwert said it was confident of achieving all its targets for 2015 funds from operations (FFO I) of 48 million euros ($54 million) and 65 million euros in 2016 with its current board. ($1 = 0.8859 euros) (Reporting by Kirsti Knolle; editing by Jason Neely and Adrian Croft)

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