www.lycos-europe.com/deu/investoren/...2008/protokoll2008.html
Auszug:
Protokoll zur Hauptversammlung 2008 (in Englisch)
.....
Mr Dittmar, speaking on behalf of Amber Master Fund (Cayman) SPC, declared that the fund he represents had been a shareholder for four years, and that he would like to say that they are extremely disappointed with the performance of the Company, particularly because the share price suffered a loss of forty-five percent last year, while similar companies had performed substantially better. The Company continued to suffer losses, Mr Dittmar said, whereas the break even point had originally been expected to occur in the financial year two thousand and three – two thousand and four. According to Mr Dittmar this has led to the destruction of over seven billion in Company's market capitalisation.
Mr Dittmar referred to a number of other financial data he believed to be disappointing and questioned the control mechanisms for investments at the Company and management's ability to capitalize on a strategic plan in order to maintain its competitiveness in the marketplace.
Mr Dittmar said, the Company would either need a cost-base that is thirty-six million lower than today or would need almost twice the revenues with the same gross margins and no increase in operating cost just to cover its costs of capital, and to be a viable stand-alone business today. According to Mr Dittmar, such turn-around would be impossible and the Company should look for other solutions,
and he therefore welcomed that Dresdner Kleinwort had been appointed to explore other alternatives.
He urged the Supervisory Board to take its fiduciary responsibility to the shareholders very seriously and if necessary to expand the scope of the options that are being considered.
Mr Dittmar declared that the fund he represented has been a very patient long-term shareholder over the past few years,
but that this will change drastically if in due course no acceptable solution is found to the entire situation the Company is in.
The chairman thanked Mr Dittmar and asked if there were further questions or comments.
Mr Klesse had only one question, namely if Mr Mohn would remain the CEO of the Company in the upcoming years.
The chairman answered that the process as mentioned by Mr Dittmar hopefully would improve the position of the Company, and that he could not give any comment concerning the person of Mr Mohn.
Mr Mohn added
to this that at the moment the Company has engaged an investment bank to look for strategic alternatives,
so there is a possibility that the shareholder structure will change at the end of that process.
Mr Mohn stressed that the meaning of this and whether or not he would continue to be the CEO is up to the shareholders.
ITEM 3a. Resolution to release the sole managing director of the Company from liability for his duties.
Mr Dittmar, representing twenty-four million five hundred ninety thousand seven hundred fifty-two (24,590,752) shares and two million five hundred fourteen thousand one hundred thirty (2,514,130) shares, declared to vote against the proposal. Also Mr Gürücü, representing twelve thousand (12,000) shares, declared to vote against the proposal. Furthermore Mr Klesse, representing two hundred sixty-eight thousand (268,000) shares, declared to vote against the proposal.
ITEM 3b. Resolution to release the supervisory directors of the Company from liability for their duties.
Mr Dittmar, representing twenty-four million five hundred ninety thousand seven hundred fifty-two (24,590,752) shares and two million five hundred fourteen thousand one hundred thirty (2,514,130) shares, declared to vote against the proposal. Also Mr Gürücü, representing twelve thousand (12,000) shares, declared to vote against the proposal. Furthermore Mr Klesse, representing two hundred sixty-eight thousand (268,000) shares, declared to vote against the proposal
