DGB Group N.V. (Euronext: DGB, “DGB” or the “Company”) announces today that it acknowledges that its non-executive director appointments in September 2021 are void pursuant to Dutch law.
Based on the recent legal analysis of the shareholders’ resolutions of the Company regarding the appointment of Mrs. Van der Meulen and Mr. Den Hartog as non-executive directors, dated 15 September 2021, the Company’s Board of Directors acknowledges that the shareholder resolutions were taken in breach of the Company's articles of association, which required a binding nomination by the holder(s) of the priority shares, and are therefore void pursuant to section 2:14 paragraph 1 of the Dutch Civil Code. The Company intended to repurchase all priority shares, but did not correctly implement all legal formalities for the repurchase and transfer to the Company of the priority shares. This means that the Company’s Board of Directors currently comprises one executive director, Mr. Duijvestijn. The Board of Directors is currently analyzing whether the director appointments can be ratified by the current holder(s) of the priority shares and/or whether the repurchase and transfer of the priority shares can be completed.
Further announcements will be made by the Company if and when required in accordance with applicable laws and regulations.
Contact details:
Selwyn Duijvestijn, CEO
DGB GROUP N.V.
press@dgb.earth
+31 (0) 20 8080825 (NL)
+44 (0) 20 8064 0936 (EN)
About DGB:
Dutch Green Business Group N.V. is a public company traded on the main Dutch stock exchange Euronext Amsterdam under the ticker symbol AEX:DGB and ISIN-code NL0009169515. DGB’s strategy is to participate in large forest carbon offset projects around the world that deliver commercial and environmental benefits. DGB’s vision is to be a leading high-impact investor in sustainably managed forests by providing competitive real investment returns for shareholders combined with high social impact. www.dgb.earth.
Disclaimer:
This press release qualifies as a disclosure within the meaning of Article 17 paragraph 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (MAR) and contains inside information within the meaning of Article 7 paragraph 1 MAR. This press release does not contain (an invitation to make an) offer to buy or sell or otherwise acquire or subscribe to shares in DGB Group N.V. and is not an advice or recommendation to take or refrain from taking any action. This press release contains statements that could be construed as forward-looking statements, including with regard to the financial position of the DGB Group, the results it achieved and the business(es) it runs. Forward-looking statements are all statements that do not relate to historical fact. These statements are based on information currently available and on forecasts and estimates made by DGB Group management. Although the DGB Group believes that these statements are based on reasonable assumptions, it cannot guarantee that the ultimate results will not differ materially from those statements that could be construed as forward-looking statements. Factors that may lead to, or contribute to, differences in current expectations include, but are not limited to: developments in legislation, technology, tax, regulation, stock market price fluctuations, legal proceedings, regulatory investigations, competitive relationships and general economic conditions. These and other factors, risks and uncertainties that may affect any forward-looking statement or the actual results of DGB Group are discussed in the annual report. The forward-looking statements in this document speak only as of the date of this document. Subject to any legal obligation to do so, the DGB Group assumes no obligation or responsibility to update the forward-looking statements contained in this document, whether related to new information, future events or otherwise.
