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Metro Wins Panel Approval of Media-Saturn Board Voting Rules

Metro AG won a ruling by an arbitration panel saying an advisory board set up at its Media-Saturn unit may take some decisions by a simple majority.

Metro won the “relevant points” in the arbitration, a company spokesman, who declined to be identified under corporate policy, said in a statement today, citing the ruling. The dispute is about an advisory board established last year that can make business decisions with a simple majority that were previously reserved to shareholder meetings requiring 80 percent of the votes.

“We are currently evaluating the arbitration panel decision in its entirety and don’t want to comment further, given that the written judgment isn’t yet available,” Metro said.

The ruling is part of a dispute with Media-Saturn minority shareholder Erich Kellerhals who has sued in German ordinary courts against the unit’s governance redesign by Metro. Today’s decision is only one step in the conflict. The Munich Higher Regional Court is scheduled to rule tomorrow on whether the advisory board was legally installed. The Munich court will also take a decision over the majority requirements.

Kellerhals’ lawyer Martin Schockenhoff said the panel ruled that “crucial questions” of corporate governance cannot be decided by advisory board’s powers. It’s to comment in detail before the full written judgment is available, he said. Metro last year installed the advisory board using its 75 percent majority at the unit. That panel can take certain business decision by a simple majority. Before that, an 80 percent majority of all shareholders was required, allowing Kellerhals, who holds more than 21 percent, veto powers.

Metro Appeal

Kellerhals sued in a civil court against the advisory panel. While he lost a bid in lower state court to declare the board illegal altogether, he won support by the judges who held the 80 percent threshold must also apply at the board. Metro has appealed and also started arbitration proceedings in the case to counter Kellerhals’ suits.

The Munich appeals court is expected to rule in that civil case tomorrow. The appeals court judges said at a hearing in June that while they are likely to back the step setting up the advisory board, they are inclined to defer to the arbitration panel’s ruling on which majority rules do apply.

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