AGM Information • Apr 4, 2012
AGM Information
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The shareholders of Fastighets AB Balder (publ), corporate identity no. 556525-6905, are hereby summoned to the Annual General Meeting on Wednesday, 9 May 2012 at 3:00 p.m. at Elite Park Avenue Hotel, Kungsportsavenyn 36-38 in Gothenburg.
Shareholders who wish to participate in the annual general meeting shall
first be registered in their own name (not nominee-registered) in the share register maintained by Euroclear Sweden AB on Thursday, 3 May 2012,
second notify their participation to the company no later than 4:00 p.m. on Friday, 4 May 2012. The number of assistants (maximum of two) that the shareholder wishes to bring along shall be notified within the same period of time.
Notification of participation in the meeting can be made by letter to Fastighets AB Balder, Box 53121, 400 15 Gothenburg, by telephone +46 31 10 95 70, by fax +46 31 10 95 99 or by e-mail: [email protected]
Notification shall include the shareholder's name, Swedish personal identity number or corporate identity number, address and telephone number.
Shareholders who are represented by proxy shall submit a written and dated power of attorney, which may not be more than five years old on the date of the annual general meeting. The power of attorney form may be obtained on the company's home page. 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 in to the company at the above address in good time prior to the annual general meeting.
Shareholders whose shares are held through nominees must arrange for temporary registration of the shares in their own name in order to have the right to participate in the annual general meeting. Such registration must be completed at Euroclear Sweden AB by Thursday, 3 May 2012.
The nomination committee consisting of Christian Hahne (representing Erik Selin Fastigheter AB), Rikard Svensson (representing Arvid Svensson Invest AB) and Lars Rasin (representing other shareholders), chairman of the nomination committee, have submitted the following proposals.
The nomination committee proposes that the chairman of the board, Christina Rogestam, be elected as chairman of the annual general meeting.
Resolution regarding appropriation of the company's profit and dividend (item 8 b)
The board proposes that the annual general meeting resolve
that of the accumulated profit of SEK 3,724,568,654, a dividend should be declared of a maximum of SEK 200,000,000 to the preference shareholders subject to the following conditions. Dividend shall be declared quarterly of SEK 5 per preference share, however, not more than SEK 20, during the period until the next annual general meeting. Record days for the quarterly dividends are proposed as 8 July 2012, 10 October 2012, 10 January 2013 and 10 April 2013. A preference share gives entitlement to dividend for the first time on the record day immediately following the date of issue of the preference share.
Furthermore, the board proposes that the annual general meeting resolve
that no dividend be declared to the ordinary shareholders.
The nomination committee proposes that the board shall consist of five board members and that no deputy board members shall be elected.
The nomination committee proposes that fixed directors' fees of SEK 460,000 in total shall be paid, to the distributed as follows: SEK 160,000 to the chairman of the board and SEK 100,000 to each of the other board members elected by the meeting and who are not employed in the company.
The nomination committee proposes that fees to the company's auditors should be paid according to approved invoices.
The nomination committee proposes the re-election of Christina Rogestam, Erik Selin, Fredrik Svensson, Sten Dunér and Anders Wennergren. Christina Rogestam is proposed as chairman of the board.
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 2013 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.
The board proposes that the annual general meeting resolve on guidelines for remuneration to senior executives to apply until the time of the annual general meeting 2013 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. Total dismissal pay and termination benefits shall not exceed 18 monthly salaries. In accordance with chapter 8:53 of the Swedish Companies Act (2005:551) the board is entitled to depart from the guidelines, if there are special reasons in a particular case. The guidelines shall cover the CEO, deputy CEO and other members of the management team.
The board of directors proposes that the annual general meeting 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 a maximum of 5,000,000 preference shares and/or Class B shares equivalent to a maximum of 10 (ten) per cent of the existing share capital.
The board shall, with or without deviation from the preferential rights of shareholders, have the power to resolve that preference shares and/or class B shares, wholly or in part, shall be able to be subscribed for against payment, in cash, in kind or by right of set-off.
Shares under the 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 which own properties or in order to capitalise the company before such acquisitions or capitalise the company in other respects.
The board proposes that the annual general meeting resolve to authorise the board, during the period until the next annual general meeting, on one or more occasions, to pass resolutions on repurchasing such a number of Class B shares that the company's holding at no time exceeds 10 per cent of all shares in the company. Acquisition of shares shall take place (i) on NASDAQ OMX 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 B shareholders, 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 annual general meeting authorise the board during the period until the next annual general meeting, on one or more occasions, to pass resolutions on transferring at most all own shares of Class B that the company holds at each point in time, (i) on NASDAQ OMX Stockholm or (ii) in connection with acquisition of companies, operations or properties on market-related terms. Transfer of shares on NASDAQ OMX 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 can take place by other means than cash.
The purpose of the authorisations is that the board shall have increased freedom of action and the possibility to continually adapt the company's capital structure and thereby contribute to increased shareholder value and also have the possibility to finance future acquisitions.
The resolutions of the annual general meeting under items 14 and 15 are only valid if they are supported by shareholders holding at least two thirds of both the votes cast and the shares represented at the annual general meeting.
On the date this notice is being published, the total number of shares in the company amounted to 167,396,852, of which 11,229,432 shares of Class A, representing 11,229,432 votes (one vote per share), 151,167,420 shares of Class B representing 15,116,742 votes (one tenth of one vote per share) and 5,000,000 preference shares representing 500,000 votes (one tenth of one vote per share). Accordingly, the total number of votes in the company amounted to 26,846,174. The company's holdings of own shares amounted to 2,859,600 shares of Class B equivalent to 285,960 votes. The company may not vote for the above-mentioned shares.
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 power of attorney forms will be available at the company from and including 16 April 2012, with the address Vasagatan 54, Gothenburg, and on the company's website, www.balder.se. Copies of the documents will be sent free of charge to the shareholders who request it and who provide their postal address and will also be available at the annual general meeting. The documents will be presented at the meeting.
Shareholders have the right under Chapter 7 § 32 of the Swedish Companies Act (2005:551) to request information at the annual general meeting from the board of directors and the CEO about circumstances which can impact on matters on the agenda and circumstances that can impact on the company's financial position.
Gothenburg, April 2012
Fastighets AB Balder (publ) The Board of Directors
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