DGAP-News: Balda: Today–s extraordinary General Meeting unable to adopt resolutions
DGAP-News: Balda AG / Schlagwort(e): Hauptversammlung
Balda: Today–s extraordinary General Meeting unable to adopt
18.07.2013 / 12:50
Three separate legal opinions confirm grave error made by convening
shareholder Elector GmbH
Shareholders were unable to register properly for General Meeting
Berlin, 18 July 2013 – Balda AG shareholders will be unable to adopt
resolutions at the extraordinary General Meeting held today in Berlin. The
reason for this is a grave and irremediable error made on the part of the
meeting convener, shareholder Elector GmbH (Elector): Shareholders were
unable to register properly for the General Meeting. Yet this is a
precondition for participation and the exercising of voting rights.
In its invitation to the extraordinary General Meeting, Elector specified
that the shareholders should register with Haubrok Corporate Events GmbH
(Haubrok) – a service provider commissioned by Elector but not by Balda AG.
This was inadmissible. This was the conclusion of expert opinions of three
distinguished corporate law practitioners that are available to Supervisory
Body Chairman and Meeting Chair Dr. Michael Naschke. According to the
expert opinions, shareholders must in register with the Company.
Registration at Haubrok is inadmissible, since the Company did not consent
to Haubrok being given the commission.
Following multiple irregularities in the General Meeting registration
process and the absence of any information being provided to Balda AG about
the number of registered shareholders at the end of the registration
period, the Company sought legal advice on Elector–s decision to appoint
Haubrok as the registrar.
As Balda AG–s own legal counsel expressed grave concerns about this
decision, the Company promptly sought the opinion of three leading
corporate law practitioners. Each independently came to the conclusion that
Elector was guilty of a serious error in convening the meeting. As a
result, the extraordinary General Meeting will be unable to adopt any
Due to these facts, the appointed Meeting Chair, Supervisory Body Chairman
Dr. Michael Naschke, was left with no alternative but to inform the General
Meeting that he would permit no voting to take place on the proposed agenda
items. He decided to permit a debate on these items, however. The sole item
on today–s agenda is the complete replacement of the Balda AG Supervisory
Board with candidates from Elector.
Well before the General Meeting was convened, the Chairman of the
Supervisory Body proposed that Elector GmbH and/or its sole managing
shareholder Dr. Thomas van Aubel should consider the service provider PR im
Turm HV-Service AG as the registrar, since the latter had handled many of
the general meetings held by Balda AG. Elector rejected this advice and
made a unilateral decision to specify Haubrok Corporate Events GmbH as the
registrar when it convened the General Meeting.
Elector GmbH bears sole culpability for the error made in convening the
General Meeting. Balda AG is therefore unable to reimburse Elector for the
costs the latter incurred in convening and preparing the General Meeting.
Frank Elsner Kommunikation für Unternehmen GmbH
Tel.: +49 – 89 – 99 24 96 30
Balda is a provider of first-class solutions for demanding, high-quality
applications in the fields of medical technology, optics, the automotive
industry and other specialist industrial sectors. The Group–s Balda Medical
and Balda Technical operating divisions have operations worldwide, and the
company maintains production facilities in Germany and the USA. The success
of Balda, which employs around 1,000 people, is based on the deployment of
leading-edge, cost-effective technologies, coupled with the trust-based
collaboration with customers. The Balda AG share (ISIN: DE0005215107) is
listed on the SDAX segment of Deutsche Börse. The Group–s financial year
ends on 30 June.
Ende der Corporate News
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