Ad hoc announcement according to article 53 KR
Peach Property Group AG: Extraordinary General Meeting approves capital increase and changes to the Board of Directors
Zürich (pta025/27.09.2024/13:45 UTC+2)
Ad hoc announcement pursuant to Art. 53 LR
- Extraordinary General Meeting approves capital increase by issuing 22,729,450 new registered shares
- Board members Annette Benner and John Ruane voted out
- Urs Meister and Eric Assimakopoulos elected as new members of the Board of Directors
- Maximum number of Board members remains at five and partial amendments to the Articles of Association
At today's extraordinary general meeting of Peach Property Group AG ("Peach Property Group"), a real estate investor with an investment focus on rental apartments in Germany, approximately 74 percent of the issued share capital and 91 percent of the registered voting rights were represented in Zurich. The shareholders voted on the agenda items and proposals to be discussed as follows.
Ordinary capital increase
The General Meeting approved the ordinary capital increase proposed by the Board of Directors by issuing 22,729,450 fully paid-in registered shares with a nominal value of CHF 1.00 each by a clear majority of around 15.4 million votes in favour to around 1.3 million votes against and around 39 thousand abstentions. The subscription rights of existing shareholders remain unaffected, and the issue price of the new shares is CHF 5.00 per share. The purpose of the capital increase is to strengthen the Group's liquidity, reduce debt and finance upcoming investments in the portfolio. The rights issue is expected to be carried out by the end of October 2024.
Partial amendments to the Articles of Association
The General Meeting approved the proposal of the shareholder H21 Macro Limited ("Shareholder H21") to delete without replacement the binding right of shareholders holding more than 15% of the share capital to nominate a representative to the Board of Directors, with around 9.0 million votes in favour, around 7.6 million votes against and around 26 thousand abstentions.
The proposal of the Board of Directors to increase the maximum number of Board members from five to six (including the Chairman) was rejected by the General Meeting with around 7.1 million votes in favour, around 9.6 million votes against and around 25 thousand abstentions.
Further, the Board of Directors had proposed that within the conditional share capital 1,009,878 shares with a nominal value of CHF 1.00 each be transferred from the financing purpose to the employee participation purpose, while the total amount would remain unchanged. This proposal received the required qualified majority of two thirds and was accordingly approved.
The Board had also requested clarification of the limitation of the exclusion of pre-emption and subscription rights in the Articles of Association to conditional capital and the capital band. This proposal did not receive the required qualified majority of two-thirds and was therefore rejected.
Deselections and elections to the Board of Directors
The shareholder H21 had proposed the deselection of Mrs Annette Benner and Mr John Philip Ruane. The votes for each member were as follows:
- Deselection of Annette Benner: Approximately 8.8 million votes in favour to approximately 7.8 million votes against with approximately 84 thousand abstentions. Mrs Benner was therefore deselected.
- Deselection of John Ruane: by about 8.8 million affirmative votes to about 7.8 million negative votes, with about 82 thousand abstentions. Mr Ruane was therefore deselected.
Shareholder H21 had proposed the election of Mr Urs Meister as a new member of the Board of Directors. Zmex Corporation on its own behalf and on behalf of Arquus Capital N.V. ("Shareholder Zmex") had proposed the election of Mr Eric Assimakopoulos as a new member of the Board of Directors. Peak Investment S.à r.l. ("Shareholder Peak") then requested the (re)election of Mrs Annette Benner to the Board in case Ms Annette Benner is voted out and the (re)election of Mr John Ruane to the Board in case Mr John Ruane is voted out.
Following the resolutions under agenda items 2.2 and 3.1, two seats were available for the additional elections. The following were elected as new members of the Board of Directors for a term of office until the conclusion of the AGM in 2025:
- Mr Urs Meister with around 8.8 million votes in favour, around 7.8 million votes against and around 89 thousand abstentions.
- Mr Eric Assimakopoulos with around 8.8 million votes in favour to around 7.9 million votes against and around 112 thousand abstentions.
The Board of Directors of the Group is therefore composed as follows for the remaining term of office until the end of the AGM in 2025: Michael Zahn (Chairman), Cyrill Schneuwly, Beat Frischknecht, Urs Meister and Eric Assimakopoulos.
The detailed voting results and the minutes of the EGM will be available shortly on the Peach Property Group website.
Contacts:
Media, investors and analysts
Gerald Klinck, Chief Executive Officer
+41 44 485 50 00 | investors@peachproperty.com
Media Germany
Feldhoff & Cie. GmbH
Anke Sostmann, Executive Director
+49 159 04028505 | as@feldhoff-cie.de
About Peach Property Group AG
Peach Property Group is a property investor focused on residential investment in Germany. The group stands for many years of experience, expertise and quality. Innovative solutions for tenants' needs, strong partnerships and a broad value chain complete the profile, while digitalization and sustainability characterize the operational business. The portfolio consists of high-yield properties, typically in German Tier II cities in the catchment areas of major metropolitan areas. Activities therefore cover the entire value chain, from site evaluation and acquisition to active asset management and the letting or sale of properties. In addition, the Group is developing selected properties in Switzerland for sale as condominiums, the latest of which is the "Peninsula Wädenswil" project.
Peach Property Group AG is headquartered in Zurich and has its German headquarters in Cologne. Peach Property Group AG is listed on the SIX Swiss Exchange (PEAN, ISIN
Further information https://peachproperty.com
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| Emitter: |
Peach Property Group AG Neptunstrasse 96 8032 Zürich Switzerland |
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|---|---|---|
| Contact Person: | Gerald Klinck | |
| Phone: | +41 44 485 50 00 | |
| E-Mail: | investors@peachproperty.com | |
| Website: | www.peachproperty.com | |
| ISIN(s): |
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| Stock Exchange(s): | SIX Swiss Exchange; Free Market in Berlin, Frankfurt, Stuttgart |
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