Defensive Restructure for GfK Association

In Germany, the GfK Association - GfK's main shareholder - has passed a resolution to ensure that any future bids to buy the group must first be authorised by its new Members' Council. It has also appointed four new members to its Executive Board.

The restructure has been agreed following GfK's failed attempt to merge with TNS last year.

In a statement, the Association said that the changes signalled to the capital market, GfK clients and employees that it wants to permanently protect the firm from a hostile takeover. It added that in future, the Members' Council must approve all measures that could result in a decrease in the GfK Association's 58% stake in GfK.

The GfK Association will now be represented externally by two of the five new members of its Executive Board. They will be supported by the new Members' Council to which economic consultant Dr Roland Fleck has been elected as the representative of the city of Nuremberg, alongside other experienced entrepreneurs.

At an extraordinary General Assembly, a total of 121 members unanimously re-elected as Chairman of the Executive Board Peter Zühlsdorff. Zühlsdorff, who replaced Hajo Riesenbeck on the latter's resignation from the post after the TNS merger deal collapsed, previously held the post from 1992 to 2005 and then became Honorary Chairman until 2008. At the time of the merger talks, he expressed his opposition to the plans, which he said failed to protect both shareholder interests and stakeholder value.

Former Chairman of the Board of Sparkasse Nuremberg, Professor Hubert Weiler, joins the Executive Board as Vice Chairman, along with Dr Raimund Wildner, MD of the GfK Association, and Professor Dr Hermann Diller, holder of a Chair in Marketing at the Friedrich Alexander University of Erlangen-Nuremberg. An additional Vice-Chair will be elected at the Association's ordinary General Assembly in June.

Established in 1934, The GfK Association's membership now consists of approximately 600 companies and individuals.

Web sites: www.gfk-verein.com and www.gfk.com .