EANS-Adhoc: P&I Personal & Informatik AG
Renewed ineffective Resolutions by
Members of the Supervisory Board
ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
14.07.2010
The Management Board of P&I Personal & Informatik AG has been informed today that in the course of a Supervisory Board meeting of the company on 12 July 2010 two members of the Supervisory Board, namely Mr. Vinall and Dr Heidel, have tried to pass various resolutions of the Supervisory Board. Both the Chairman of the Supervisory Board and the members of the Management Board of P&I Personal & Informatik AG concur in the opinion that these resolutions are ineffective due to the fact that they were passed by only two out of the three members of the Supervisory Board; the chairman of the Supervisory Board, Mr. Wand, did not participate in the adoption of such resolutions. The Supervisory Board was therefore lacking the statutory quorum (see Section 108 para. 2 sentence 3 German Stock Corporation Act - Aktiengesetz, "AktG"). Pursuant to Section 108 para. 2 sentence 3 AktG, resolutions of the Supervisory Board must be adopted by at least three of its members. The subject matter of the resolutions which Mr. Vinall and Dr Heidel sought to pass were, inter alia:
Declaration of the invalidity of the appointment of the Management Board member Mr. Triadis and declaration of the invalidity of the employment contract concluded with him; Appointment of Dr Mossack as member of the Management Board of P&I Personal & Informatik AG and conclusion of an employment contract with him; Revocation for cause of Mr. Triadis and Dr Voß as members of the Management Board with immediate effect and termination for cause of their respective employment contracts without notice; Assertion of several claims for damages and claims for return against the members of the Management Board, Mr. Triadis and Dr Voß totaling at least EUR 4.5 million plus interest and other costs; Revocation of the appointment of Mr. Wand as chairman of the Supervisory Board and election of Supervisory Board member Dr Heidel as chairman of the Supervisory Board.
The members of the Management Board, Mr. Triadis and Dr Voß will continue to discharge their unaltered duties as members of the Management Board. They are of the opinion that claims for damages which might be asserted against them are without merit and that Mr. Wand still is effectively elected as chairman of the company´s Supervisory Board.
Wiesbaden, July 14, 2010 Management Board
end of announcement euro adhoc
Further inquiry note:
Andreas Granderath
+49 (0)611 7147-267
agranderath@pi-ag.com
Branche: Software
ISIN: DE0006913403
WKN: 691340
Index: CDAX, Prime All Share, Technology All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade