DGAP-News: elumeo SE / Key word(s): Legal Matter/AGM/EGM
elumeo SE: Roderich Schaetze and Ottoman Strategy Holding unsuccessful in lawsuit before the Regional Court of Berlin and with their motion to appoint a special auditor
Berlin, 13 August 2019 - Following oral proceedings, the Regional Court of Berlin (Landgericht Berlin) dismissed the action for annulment brought by shareholder Ottoman Strategy Holding (Suisse) S.A. (hereinafter: OSH), represented by attorney Roderich Schaetze, against elumeo SE by judgment of 2 August 2019. The matters in dispute were the non-admission of OSH to the Extraordinary General Meeting of elumeo SE on 12 December 2018 and the resolutions of the General Meeting. The Regional Court confirmed the lawful non-admission because OSH had grossly culpably violated the provisions of the Securities Trading Act in advance of the Annual General Meeting and, as a result, lost its shareholder rights including the right to participate in that Annual General Meeting.
OSH also failed with its motion to appoint a special auditor, which it submitted to the company's Annual General Meeting in Berlin on 7 August 2019. This request to conduct a special audit was rejected by an overwhelming majority of the votes of the shareholders present and entitled to vote. Excluding OSH's votes, 99.99% of those present and entitled to vote voted against OSH's special audit request. Alleged misconduct on the part of elumeo SE's Executive Board was to be investigated with the help of a special auditor. Prior to the vote, the Executive Board had commented on the allegations in detail and refuted them.
"It is very gratifying how the shareholders supported us on this so clearly. Not only all of the large funds but also the small investors present stood up for the company's position," said Wolfgang Boyé, Chairman of the Executive Board of elumeo SE.
On 8 August 2019, one day after the Annual General Meeting, the company was then served with the legal action that had long been announced by SMW Treuhand AG Wirtschaftsprüfungsgesellschaft, the company managed by Roderich Schaetze, for trade payments and damages in the amount of EUR 10.2 million. The background to this action is an alleged assignment of alleged claims of PWK Jewelry Co. Ltd., Chantaburi, Thailand, against Silverline Distribution Ltd., Hong Kong, and elumeo SE to SWM Treuhand AG Wirtschaftsprüfungsgesellschaft. The alleged claims amount to a total of approximately EUR 30 million.
The contents of the suit correspond to the previously known allegations from the special audit petition submitted at the Annual General Meeting on 7 August. The alleged claims asserted in the action and the underlying facts were also known to the company' auditors as part of the audit of the company's Annual Financial Statements and Consolidated Financial Statements for financial year 2018 and were the subject of this audit. The auditors issued an unqualified audit opinion on the company's Annual Financial Statements and Consolidated Financial Statements, which in no way reflect these alleged claims. A legal opinion prepared on behalf of the Executive Board also came to the conclusion that the allegations made by SWM Treuhand AG Wirtschaftsprüfungsgesellschaft are not legally valid. According to the assessment of this expert opinion and the management of elumeo SE, the lawsuit now served by SWM Treuhand AG Wirtschaftsprüfungsgesellschaft therefore has no chance of being successful.
About elumeo SE:
elumeo Group, headquartered in Berlin, is the leading European Company in the electronic distribution of high-quality gemstone jewelry, most of which is produced in India and Thailand. Via a variety of electronic distribution channels, such as TV, the Internet, Smart TV and Smartphone apps, the listed Company offers its European customers coloured gemstone jewelry at best prices. Elumeo is a direct-to-customer-pioneer and sells directly to consumers. The elumeo Group operates home shopping television channels in Germany and Italy as well as webshops in Germany, the UK, Italy, France, the Netherlands, Spain, Belgium and the US.
Erkelenzdamm 59/61, 10999 Berlin
Phone: +49 30 69 59 79-231
Fax: +49 30 69 59 79-650
Bernd Fischer, managing director (CFO).
13.08.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
|Erkelenzdamm 59/61, Portal 3b|
|Phone:||+49 30 69 59 79-0|
|Fax:||+49 30 69 59 79-20|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart|
|EQS News ID:||856411|
|End of News||DGAP News Service|