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Annual General Meeting
Notice of the Annual General Meeting of Fastighets AB Balder (publ)
Shareholders of Fastighets AB Balder (publ), corporate identity no. 556525-6905, are hereby notified of the Annual General Meeting (AGM) to be held on Tuesday, May 8 2018, at 16.00, local time, at Radisson Blu Scandinavia Hotel, Södra Hamngatan 59, Gothenburg, Sweden.
Right to participate in the Annual General Meeting
Shareholders wishing to participate in the AGM shall:
- be listed as shareholders (not trustee-registered) in the share register held by Euroclear Sweden AB as of Wednesday, May 2, 2018,
- and have notified of their intention to attend by no later than 16.00, local time, on Thursday, May 3, 2018. The shareholder shall notify the number of advisors (maximum two) that the shareholder wishes to bring on the AGM within the same time.
Notification of participation at the AGM shall be made by letter to Computershare AB, “Balder´s AGM” Box 610, 182 16 Danderyd, Sweden, by telephone +46 771 24 64 00, or by our homepage.
When giving notice of participation, the shareholder shall state his or her name or firm, personal ID/corporate registration number, address and telephone number, and information of representative or proxy, if any.
A shareholder who is exercising his or her rights through a proxy shall provide a written proxy form, valid for a period not exceeding five years calculated from the date of issuance to the day of the AGM. A proxy form is available at Fastighets AB Balder´s (publ) website. A proxy who is representing a legal entity shall submit a certificate of registration or corresponding legitimacy papers showing authorised signatories. The original power of attorney and certified copy of certificate of registration or corresponding legitimacy papers should be sent to Computershare AB at the above address in good time prior to the AGM.
Shareholders whose shares are registered in the name of a trustee must temporarily register their shares in their own name in order to be entitled to take part at the AGM. Such registration, which can be made temporarily, must be effected at Euroclear Sweden AB by Wednesday, May 2, 2018.
- Opening of the AGM
- Election of chairman of the AGM
- Drafting and approval of the voting list
- Election of at least one person to verify the minutes
- Review as to whether the AGM has been duly convened.
- Approval of the agenda for the AGM
- Presentation of the annual report, the auditors' report and the consolidated accounts and the auditors' report for the group, and in connection thereto a presentation by the CEO
- Resolutions regarding: a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet, b) allocation of the company´s profits and losses as set forth in the adopted balance sheet, c) discharge from liability for board members and the CEO
- Determination of the number of board members and deputy board members
- Determination of fees for the board of directors and auditors
- Election of board members and deputy board members and, where applicable, auditors and deputy auditors
- Resolution regarding appointment of members to the nomination committee
- Resolution regarding guidelines for remuneration to senior executives
- Resolution regarding the adoption of new articles of association
- Resolution regarding authorisation for the board to resolve upon new issue of shares
- Resolution regarding authorisation for the board to resolve on acquisition and sale of the company’s own shares
- Closing of the AGM
Proposals for resolution
The nomination committee has been appointed according to instructions given on the AGM 2017 and with Jesper Mårtensson (representing Erik Selin Fastigheter AB), Rikard Svensson (representing Arvid Svensson Invest AB) and Lars Rasin (representing other shareholders), chairman of the nomination committee, as members of the nomination committee.
Election of the chairman of the AGM (item 2)
The nomination committee proposes that the chairman of the board, Christina Rogestam, to be appointed as the chairman of the AGM.
Resolution regarding appropriation of the company’s profit and dividend (item 8 b)
The board proposes that the AGM resolves that the shareholders shall not obtain any dividend.
Determination of the number of board members and deputy board members (item 9)
The nomination committee proposes that the board shall consist of five board members and no deputies.
Determination of fees to the board and auditors (item 10)
The nomination committee proposes fixed directors’ fees in the total of SEK 560,000 to be paid and distributed as follows: SEK 200,000 to the chairman of the board and SEK 120,000 to each of the other board members elected by the AGM and who are not employed by the company.
The nomination committee proposes that auditors fees shall be paid against approved account.
Election of board members and auditor (item 11)
The nomination committee proposes the re-election, for the time until the next AGM, of Christina Rogestam, Erik Selin, Fredrik Svensson, Sten Dunér and Anders Wennergren. Christina Rogestam is proposed to be re-elected as chairman of the board.
It is noted that PricewaterhouseCoopers was elected as auditor for the company until the end of the AGM 2019 and with the authorized public accountant Bengt Kron as auditor in charge.
Resolution regarding nomination committee (item 12)
The nomination committee proposes that one representative for each one of the two largest shareholders or ownership spheres in addition to Lars Rasin, who represents the other shareholders, shall be appointed as members of the nomination committee. Names of the two members representing the two largest shareholders or ownership spheres, and the owners they represent, shall be published not later than six months before the annual general meeting 2019 and shall be based on the known ownership immediately prior to the publication. The nomination committee’s term of office extends until the appointment of a new nomination committee. The chairman of the nomination committee shall be Lars Rasin.
Resolution regarding guidelines for remuneration to senior executives (item 13)
The board proposes that the AGM resolve on guidelines for remuneration to senior executives to apply until the time of the annual general meeting 2019 according to the following main points.
The remuneration shall be market-related and competitive. Remuneration shall be paid in the form of a fixed salary. Pension terms shall be market-related and based on defined contribution pension solutions. Dismissal pay and termination benefits shall not exceed 18 monthly salaries. The board of directors is entitled to depart from the guidelines, if there are special reasons in a particular case. The guidelines shall apply to the CEO, deputy CEO and other members of the management team.
Resolution regarding the adoption of new articles of association (item 14)
The proposal of new articles of association is mainly due to the EGM resolution of September 25, 2017, to redeem all preferred shares.
The proposal of new articles of association implies the following changes in the current articles of association.
Item 5 (Number of shares) and item 6 (Share class and pre-emption rights) are changed to only cover ordinary shares of Class A and ordinary shares of Class B, and the pre-emption right on new issued shares that is enjoyed by holders of preferred shares will be removed.
Item 7 (Dividend) holders’ of preferred shares right to dividend will be removed.
Item 8 (Redemption) the general meeting’s capacity to reduce the share capital through redemption of preferred shares will be removed.
Item 9 (Liquidation of the company) the preferred shares pre-emption right to the company’s assets if the company is liquidated will be removed.
Item 11 (General meeting) the agenda of the general meeting will be changed with regards to item 4 to cover the election of one person to verify the minutes.
Item 12 (Auditor) the auditor’s mandate shall extend to the end of the AGM held during the first, second, third and fourth financial year after the year when the auditor was appointed.
In addition, some editorial changes has been made in the articles of association.
Resolution to authorise the board to resolve on new issues (item 15)
The board proposes that the AGM authorise the board during the period until the next annual general meeting, on one or more occasions, to have the power to resolve on a new issue of Class B shares with or without deviation from the preferential rights of shareholders.
The number of shares, issued by virtue of authorisation of the AGM, shall be equivalent to a maximum of 10 (ten) per cent of the total existing share capital at the date of AGM 2018.
The board shall have the power to resolve that Class B shares, wholly or in part, shall be subscribed for against payment, in cash, in kind or by right of set-off.
New shares by virtue of authorisation shall be issued at market-related terms and shall be used by the company as payment in connection with acquisition of properties or in connection with acquisition of shares or participations in legal entities or in order to capitalise the company before such acquisition or capitalise the company in other respects.
The board further proposes that the AGM authorises the board, CEO or whom the board of directors may appoint, to make those minor changes in the above resolution that could be necessary to register the resolution with the Swedish Companies Register.
Resolution regarding authorisation for the board to resolve on acquisition and sale of own shares (item 16)
The board proposes that the AGM resolve to authorise the board, during the period until the next annual general meeting, on one or more occasions, to acquire its own Class B shares. The company may not acquire its own shares to the extent that the company´s holding of its own shares following the acquisition would exceed one-tenth of all shares in the company. Acquisition of shares shall take place (i) on NASDAQ Stockholm and may only take place at a price within the registered price range at each time, which is deemed as the range between the highest price paid and lowest selling price or (ii) via a take-over bid directed to all holders of each class of shares, when the acquisition shall take place at a price that at the time of the resolution corresponds to not less than the current market price and not more than 150 per cent of the current market price. Payment for the shares shall be paid in cash.
In addition, the board proposes that the AGM authorise the board during the period until the next annual general meeting, on one or more occasions, to sell all Class B shares that the company holds at each point in time, (i) on NASDAQ Stockholm or (ii) in connection with acquisition of companies, operations or properties on market-related terms. Sale of shares on NASDAQ Stockholm may only take place at a price that is within the registered price range at each time. The authorisation includes the right to resolve on deviations from the shareholders’ preferential rights and that payment may be made through set-off or contribution in kind.
The authorisation will give the board the possibility to plan for action and the possibility to continually adapt the company’s capital structure and thereby contribute to increase the shareholder value and also have the possibility to finance future acquisitions
The resolutions of the AGM under items 14, 15 and 16 are valid if they are supported by shareholders with a minimum of two-thirds of the voting rights and shares represented at the meeting.
Number of shares and votes
On the date this notice is being published, the total number of shares in the company amounted to 180,000,000, of which 11,229,432 shares of Class A, representing 11,229,432 votes (one vote per share) and 168,770,568 shares of Class B representing 16,877,056 votes (one tenth of one vote per share). Accordingly, the total number of votes in the company amounted to 28,106,488. Currently, the company does not own any of the outstanding shares.
Provision of documents
The annual report, consolidated accounts, auditor's report, the auditor's statement on the application of the guidelines for remuneration to senior executives and the board’s and the nomination committee’s complete proposals for resolution as above and proxy forms will be available with the company from April 17, 2018, with the address Parkgatan 49, Gothenburg, and on the company’s website, www.balder.se. Copies of the documents will be posted free of charge to the shareholders who request it and who provide their postal address and will also be available at the AGM. The documents will be presented at the meeting.
Information at the meeting
The Board and the CEO may, at the request of any shareholder, and if the board does not consider it to have a negative impact on the company, provide information about conditions that can affect the assessment of matters on the agenda, conditions that can affect assessment of the company´s or subsidiaries´ financial situation, or the company´s relationship to other group companies.
Fastighets AB Balder (publ)
The Board of Directors