Minutes kept at the Annual General Meeting in Fastighets AB Balder (publ), 556525-6905, 12th May 2022.
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.
The meeting was carried out in accordance with sections 20 and 22 of the Act (2022:121 on temporary exceptions to facilitate the execution of general meetings in companies and other associations, allowing shareholders to exercise their voting rights at the meeting only by voting in advance, so-called postal voting.
Notice has been given on April 11, 2022, in Post- och Inrikes Tidningar and provided on the company´s website as from the same date. Information that summons to the Annual General meeting had been made, was published in Svenska Dagbladet on April 11, 2022.
§ 1 Opening of the AGM
The AGM was opened by Christina Rogestam, chairman of the board of directors.
§ 2 Election of chairman of the AGM
Christina Rogestam was appointed chairman of the meeting. It was noted that lawyer Marek Zdrojewski kept the minutes of the meeting.
The Notice of Fastighets AB Balder´s AGM was attached to the minutes. (Appendix 1)
The form used for advanced voting was attached to the minutes. (Appendix 2)
A compilation of the result of postal voting for each item on the agenda that falls under postal voting was attached to the minutes. (Appendix 3)
It was specifically noted that no shareholder had notified the company of request that a resolution on one or several of the matters on the agenda should be deferred to a so-called continued general meeting.
§ 3 Drafting and approval of the voting list
Enclosed register, drawn up by Computershare AB, was approved as voting list. (Appendix 4)
§ 4 Election of at least one person to verify the minutes
It was resolved that Uwe Löffler should verify the minutes together with the chairman.
§ 5 Review as to whether the AGM has been duly convened
The meeting was concluded to be duly convened.
§ 6 Approval of the agenda for the AGM
The agenda, as included in the summons, was approved as agenda of the meeting.
§ 7 Presentation of the annual report, the auditors' report, the consolidated accounts and the auditors' report for the group, and in connection thereto a presentation by the CEO
The annual report and the consolidated accounts for the fiscal year 2021, and the balance sheets and income statements therein, for the company and for the group, as well as the Auditor´s Report and the statement of the Auditors regarding the application of guidelines for remuneration, had been presented by being available at the company´s head office and on the company´s website.
§ 8 a Resolutions regarding adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
The meeting resolved to adopt the income statements and balance sheets in the annual report for the company and the group.
§ 8 b Resolutions regarding allocation of the company´s profits and losses as set forth in the adopted balance sheet.
The meeting resolved to adopt the board of directors’ proposal, that the shareholders shall obtain no dividend and that the available earnings, 18 262 254 051 SEK, shall be balanced on a new account.
§ 8 c Resolutions regarding discharge board members and the managing director from liability
The meeting resolved to discharge the members of the board of directors and the managing director from liability for the fiscal year 2021.
It was noted that the members of the board of directors and the managing director did not participate in this resolution.
§ 9 Determination of the number of board members and deputy board members
The meeting resolved that the board until the time of the end of the next annual general meeting, shall consist of five directors and no deputies.
§ 10 Determination of fees for the board of directors and auditors
The meeting resolved that fixed directors’ fees shall amount 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 meeting and who are not employed by the company.
The meeting resolved that auditor’s fees shall be paid against approved account.
§ 11 Election of board members and deputy board members and, where applicable, auditors and deputy auditors
The meeting resolved to re-elect for the time until the end of the next annual general meeting, Christina Rogestam, Erik Selin, Fredrik Svensson, Sten Dunér and Anders Wennergren as members of the board of directors.
The meeting resolved to re-elect Christina Rogestam as chairman of the board of directors.
§ 12 Resolution regarding the nomination committee
The meeting resolved pursuant the nomination committee’s proposal. Appendix 1)
§ 13 Resolution to adopt the remuneration report submitted by the board of directors
The meeting resolved to approve the board of directors’ remuneration report pursuant to section 8 subsection 53 a of the Swedish Companies Act. (Appendix 5)
§ 14 Resolution regarding guidelines for remuneration to senior executives
The meeting resolved to approve guidelines for remuneration to senior executives. (Appendix 1).
§ 15 Resolution regarding authorisation for the board to resolve upon new issue of shares
The meeting resolved to authorise the board of directors to resolve on new share issues. (Appendix 1) It was noted that the resolution was supported by more than 2/3 of both the votes cast and of the shares represented at the AGM.
§ 16 Resolution regarding authorisation for the board to resolve on acquisition and sale of the company’s own shares
The meeting resolved to authorise the board of directors to resolve on acquisition and transfer of the company´s shares. (Appendix 1) The board of directors motivated statement is attached as (Appendix 6). It was noted that the resolution was supported by more than 2/3 of both the votes cast and of the shares represented at the AGM.
§ 17 Share split and amendment of the Articles of Association
The meeting approved the bord of directors’ proposal on share split, including amendment to the Articles of Association. (Appendix 1) The wording of the new Articles of Association was attached to the minutes. (Appendix 7) It was noted that the resolution was supported by more than 2/3 of both the votes cast and of the shares represented at the AGM.
§ 18 Closing of the AGM
The chairman declared the meeting closed.
Due to the current situation with the Coronavirus the Annual General Meeting was conducted digitally. The shareholders exercised their voting rights at the meeting by voting in advance, so-called postal voting The CEO´s speech was recorded and is available here.
For further information, please contact:
Erik Selin, CEO, tel. +46 (0)31-10 95 92 or
Marcus Hansson, Head of Finance, tel. +46 (0)31-10 95 94