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.

Background information

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.

Balda AG:

Frank Elsner

Frank Elsner Kommunikation für Unternehmen GmbH

Tel.: +49 – 89 – 99 24 96 30

Mail: office@elsner-kommunikation.de

About Balda

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


18.07.2013 Veröffentlichung einer Corporate News/Finanznachricht,

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Sprache: Deutsch

Unternehmen: Balda AG

Bergkirchener Str. 228

32549 Bad Oeynhausen


Telefon: +49 (0) 57 34 / 9 22-0

Fax: +49 (0) 57 34 / 9 22-2604

E-Mail: info@Balda.de

Internet: www.balda.de

ISIN: DE0005215107

WKN: 521510

Börsen: Regulierter Markt in Frankfurt (Prime Standard);

Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,

München, Stuttgart

Ende der Mitteilung DGAP News-Service


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