The shareholders of Fastighets Balder AB (publ), corporate identity No. 556525-6905, are hereby notified of the Extraordinary General Meeting (the “EGM”) to be held on Monday, 25 September 2017 at 14.00 at Radisson Blu Scandinavia Hotel, Södra Hamngatan 59 in Gothenburg.
Right to participate at the EGM
Shareholders wishing to participate at the EGM shall
(i) be registered as shareholder, in their own name, in the share register kept by Euroclear Sweden AB no later than on Tuesday, 19 September 2017; and
(ii) notify the Company of their intention to participate at the EGM no later than on Wednesday, 20 September 2017, before 16.00.
Notification of participation
Notification of participation at the EGM shall be made by letter to Computershare AB, “Balder’s EGM”, Box 610, 182 16 Danderyd, Sweden, by telephone +46771 24 64 00 or at the Company’s webpage www.balder.se.
The notification shall state name or firm, personal identity No. or corporate identity No., address and telephone number and, when applicable, information regarding representative or proxy as well as the number of (not more than two) advisors the shareholder intends to bring to the EGM.
A shareholder who is exercising his or her rights through proxy shall issue a written, signed and dated proxy which, at the date of the EGM, should not be older than five (5) years. Proxies in original should be submitted to the above-mentioned address well in advance of the meeting. If the proxy is issued by a legal entity, a certified copy of the valid registration certificate (Sw. registreringsbevis) of the legal entity, or corresponding documentation evidencing authorized signatories, must be attached to the proxy. The Company provides proxy forms at the Company’s webpage www.balder.se.
Shares registered with a nominee
Shareholders whose shares are registered with a nominee (Sw. förvaltare) must temporarily register their shares in their own name in order to be entitled to participate at the EGM. Such registration, which can be temporary, must be effected at Euroclear Sweden AB no later than 19 September 2017.
- Opening of the EGM
- Election of Chairman at the EGM
- Preparation and approval of the voting list
- Election of at least one person to verify the minutes
- Determination whether the EGM has been duly convened
- Approval of the agenda for the EGM
- Resolution on reduction of the share capital through a mandatory redemption of all outstanding preference shares
- Closing of the EGM
Resolution on reduction of the share capital through a mandatory redemption of all outstanding preference shares (item 7)
The Board of Directors proposes that the EGM resolves to redeem all 10 million outstanding preference shares in Balder in accordance with the redemption provision in paragraph 8 of the Articles of Association. In connection with the redemption, a cash payment of SEK 350 per preference share will be paid to the holders of the preference shares, which corresponds to a total amount of SEK 3.5 billion.
The redemption of the preference shares entails a reduction of the share capital in the Company by SEK 10 million (the reduction amount), equivalent to the quota value of the redeemed shares. In connection with the redemption, an amount corresponding to the reduction amount of SEK 10 million will be transferred to the reserve fund from non-restricted equity.
The Board of Directors proposes that the EGM resolves that the record day for the redemption of the preference shares shall be Monday, 9 October 2017. Therefore, the preference shares will not entitle to any additional dividends distributions. Furthermore, there are no so-called Outstanding Amount regarding dividends that have yet to be distributed in regards to previous record days for dividends.
Time schedule for the redemption arrangement:
|Last trading day for the preference shares at Nasdaq Stockholm
||5 October 2017
|Record day for the redemption of the preference shares
||9 October 2017
|Payment of the redemption proceeds
||12 October 2017
Number of shares and votes
As per 1 September 2017, the total number of shares in the Company amounts to 190,000,000, of which 11,229,432 shares of Class A, representing 11,299,432 votes (one vote per share), 168,770,568 shares of Class B, representing 16,877,056 votes (one tenth of a vote per share) and 10,000,000 preference shares, representing 1,000,000 votes (one tenth of a vote per share). Accordingly, the total number of votes in the Company amounts to 29,106,488. Currently, the Company does not own any of the outstanding shares.
Information at the EGM
The Board of Directors and the CEO may, at the request of any shareholder at the EGM, and if the Board of Directors 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 the assessment of the Company’s or subsidiaries’ financial situation, or the Company’s relationship to other group companies.
Gothenburg in September 2017
Fastighets AB Balder (publ)
The Board of Directors
This is information that Fastighets AB Balder is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication, through the agency of the contact person set out above, at 08.30 CET on September 1, 2017.
For further information, please contact:
CEO Erik Selin, tel. +46 706074 790 or
Head of Finance Marcus Hansson, tel. +46 768369848