Pre-Annual General Meeting Information • Apr 3, 2025
Pre-Annual General Meeting Information
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PRESS RELEASE 3 April 2025
The shareholders of Fastighets AB Balder (publ), corporate identity no. 556525–6905, (the "Company") are hereby invited to attend the Annual General Meeting (AGM) to be held on Thursday, May 8, 2025 at 4 p.m. CET, at The West Sweden Chamber of Commerce, Parkgatan 49, Gothenburg. Registration for the AGM begins at 3 p.m. CET.
The English text is an unauthorized translation solely for convenience purposes. In case of inconsistencies between the Swedish and the English text, the Swedish text shall prevail.
Shareholders who wish to participate in the AGM shall
Notification of participation at the AGM shall be made by letter to Computershare AB, Balder´s AGM 2025, Gustav III:s Boulevard 34, 169 73 Solna, Sweden, by email to [email protected], by telephone +46 771 24 64 00, or on this website.
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 the Company´s 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.
A shareholder who has nominee-registered its shares must, in order to have a right to participate on the AGM, through the trustee's care register the shares in its own name, so the person in question is registered in the share register kept by Euroclear Sweden AB on the record date on Tuesday April 29, 2025. Such register can be temporary ("rösträttsregistrering"). A shareholder who wishes to register the shares in its own name must, in accordance with the trustee's guidelines, ask the trustee to make such a registration ("rösträttsregistrering"). A registration made by the shareholder within such time that the registration has been made by the relevant trustee no later than May 2, 2025, will be considered at the presentation of the share register.
In connection thereto, presentations by the Managing Director.
The Nomination Committee, whose members have been appointed in accordance with the instructions that were decided at the AGM 2024 has been composed of Jesper Mårtensson (appointed by Erik Selin Fastigheter AB), Rikard Svensson (appointed by Arvid Svensson Invest AB), Marianne Nilsson (appointed by Swedbank Robur Fonder AB) and Patricia Hedelius (appointed by AMF Tjänstepension och Fonder), who together represent 68,5% of the total number of votes in the Company. Jesper Mårtensson has been acting chair in the Nomination Committee.
The Nomination Committee proposes the chair of the Board of Directors, Sten Dunér, to be appointed as the chairman of the AGM.
The Board of Directors proposes that no dividend is distributed to the shareholders.
The Nomination Committee proposes that the board of directors shall consist of six board members and no deputies.
The Nomination Committee proposes fixed directors' fees in the total of SEK 1,150,000 to be paid and distributed as follows: SEK 350,000 to the chairman of the Board of Directors and SEK 200,000 to each of the other board members elected by the AGM and who are not employed by the Company. The directors´ fees has been raised compared to 2024.
The nomination committee proposes that auditor's fees shall be paid against approved account.
The nomination committee proposes re-election, for the time until the next AGM,
of re-election of
new election of
f) Carina Edblad.
Carina Edblad, born in 1963, has a Master of Science in Civil engineer from Chalmers University of Technology in Gothenburg. Since 2011, Carina has been appointed CEO of Thomas Betong AB and has previously held several senior executive positions within the Skanska Group. Carina is currently a Board member of Instalco and the Sweden Green Building Council and a fellow to the Community Building division at The Royal Swedish Academy of Engineering Sciences (IVA). Previous board assignments in listed companies include, for example, Hifab, NCC, Adapteo and Purmo Group.
Sten Dunér is proposed to be re-elected as chair of the Board of Directors.
It is noted that the election of auditor was made at AGM 2023, to be valid until the end of the AGM 2027.
The Nomination Committee proposes that the AGM approves the following instructions for the Nomination Committee.
The instructions for the Nomination Committee shall remain in force until resolutions concerning changes regarding the Nomination Committee's instructions is made by the AGM.
before the Annual General Meeting, members appointed by these shareholders shall make their seats available and the shareholder or shareholders who have become one of the four largest shareholders in terms of voting rights shall, after contact with the Chairman of the Nomination Committee, appoint their members.
The Board of Directors proposes that the AGM resolves to approve the Board of Directors' remuneration report.
The Board of Directors proposes that the AGM authorise the board during the period until the next annual general meeting, on one or more occasions, with or without the preferential
rights of the shareholders, to have the power to resolve on a new issue of Class B shares, warrants, or convertibles vesting the right to subscribed for or convert to shares of Class B.
The Board of Directors cannot, by virtue of authorization, resolve to issue shares, warrants or convertibles that together correspond to more than 10% of all shares in the company. The proposal further denotes that subscription for the issued instrument can be paid for in cash, in kind or by right of set-off, or on other terms. Shares shall, in case of deviation from the preferential rights of shareholders, be issued to market price. If the authorization is combined with authorization regarding acquisition or sale of own shares (item 15), the number of acquired own shares, shares of Class B, warrants or convertibles, that are transferred or issued in connection with the same purchase, shall not correspond to more than 10% of all shares in the company.
The purpose of the authorization and the potential deviation from shareholders' preferential right is to enable the company, partly or wholly, to fund potential future real estate purchases or purchases of shares or interests in other legal entities, by issuing shares as payment of such purchases or to capitalize the company.
A resolution by the AGM is valid only were supported by shareholders holding at least twothirds of both the votes cast and the shares represented at the meeting.
The Board of Directors 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% of the current market price. Payment for the shares shall be paid in cash.
In addition, the Board of Directors proposes that the AGM authorise the board during the period until the next annual general meeting, on one or more occasions, to sell all shares of class B or part of all shares class B 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.
If the exercise of the authorization to acquire or transfer own shares of class B is combined with the exercise of the authorization to issue new shares of class B, warrants or convertibles with the right to subscribe for shares of Class B (item 14) with the purpose of financing the acquisition of the entire or the part of properties, shares or participations in legal entities, the number of shares that have been transferred and issued and the warrants and convertibles
that have been issued in connection with the acquisition, together can correspond to a maximum of 10% of all shares in the company.
The authorization 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.
For a resolution by the AGM, shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting shall support the proposal.
Other information
On the date this notice is being published, the total number of shares in the company amounted to 1,190,000,000, divided into 67,376,592 shares of Class A, and 1,122,623,408 shares of Class B. Shares of Class A carry one vote while shares of Class B carry 1/10 vote. The company does not own any of the outstanding shares.
Resolutions in accordance with the Board of Directors' proposals regarding items 14 and 15 of the agenda are only valid if supported by shareholders holding at least two thirds (2/3) of both the votes cast as well as the shares represented at the AGM.
The Annual and Sustainability report, the audit report and the Board of Directors' remuneration report pursuant to Chapter 8, Section 53a of the Swedish Companies Act will be available at the Company's head office at Parkgatan 49, Gothenburg, and on the Company's website, www.balder.se, in connection with the disclosure of the Company's Annual and Sustainability report on April 8, 2025. The auditor's statement according to item 7 b), as well as other proposals, and related documents, regarding item 14 and 15 will be available at the Company's head office, Parkgatan 49, Gothenburg, and on the Company's website, www.balder.se/en, no later than April 17, 2025. As to other proposals, complete proposals can be found under each item in this notice. The documents will be sent to shareholders who request it and who provide their postal address. The documents will also be submitted at the AGM.
The Nomination Committee's complete proposal for resolutions, including a proposal for updated instructions for the Nomination Committee, information regarding the proposed board members, its statement concerning the Nomination Committee's proposal regarding the Board of Directors and report on the Nomination Committee's work can be found on the Company's website, balder.se/agm-2025.
The Board of Directors or the Managing Director 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.
For information on how your personal data is processed see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Gothenburg, April 2025 Fastighets AB Balder (publ) The Board of Directors
Fastighets AB Balder (publ) is a listed property company that owns, manages and develops residential and commercial properties in Sweden, Denmark, Finland, Norway, Germany and the United Kingdom. The head office is located in Gothenburg. As of 31 December 2024, the property portfolio had a value of SEK 223.2 billion. The Balder share is listed on Nasdaq Stockholm, Large Cap.
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