Annual General Meeting in Fastighets AB Balder (publ)

Minutes kept at the Annual Genaral Meeting in Fastighets AB Balder (publ), 556525-6905.

The meeting was carried out in accordance with sections 20 and 22 of the Act (2020:198) 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 9, 2021 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 8, 2021.

§ 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.

              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 1.

              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 2.

§ 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 of 2020, and the balance sheets and income statements therein, for the company and for the group and the audit report were presented by the documents being available at the company´s head office and on the company´s website. The auditor´s opinion on that the guidelines regarding remuneration for senior executives of the company adopted at the previous general annual meeting, had been complied with, was presented by the opinion 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, 16 611 553 712 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 financial year 2020.

              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 in accordance with Appendix 3.

§ 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 in accordance with Appendix 4.

§ 14       Resolution regarding guidelines for remuneration to senior executives

              The meeting resolved to approve guidelines for remuneration to senior executives in accordance with Appendix 5.           

§ 15       Resolution regarding authorisation for the board to resolve upon new issue of shares

              The meeting resolved with the required majority, i.e. two thirds of the votes cast and the shares represented at the meeting, to authorise the board of directors to resolve on new share issues in accordance with Appendix 6.        

§ 16       Resolution regarding authorisation for the board to resolve on acquisition and sale of the company’s own shares

              The meeting resolved with the required majority, i.e. two thirds of the votes cast and the shares represented at the meeting, to authorise the board of directors to resolve on acquisition and transfer of the company´s in accordance with Appendix 7. The board of directors motivated statement is attached as Appendix 8.             

§ 17     Closing of the AGM             

              The chairman declared the meeting closed.

Due to the current situation with the Coronavirus the General Meeting was 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

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.

Fastighets AB Balder is a listed real estate company which shall meet the needs of different customer groups for premises and housing through local support. Balder's real estate portfolio had a value of SEK 160.3 billion (151.2) as of 31 March 2021. The Balder share is listed on Nasdaq Stockholm, Large Cap.

Fastighets AB Balder (publ)
PO Box 53 121, 400 15 Gothenburg
Tel: +46 31 10 95 70
Corporate Identity No. 556525-6905, Registered office Gothenburg
balder.se