Shareholders at an extraordinary general meeting of Balda AG, the German medical plastics manufacturer, did not get to vote on resolutions due to legal irregularities in the way minority shareholder Elector GmbH called the meeting held in Berlin yesterday. The resolutions put forward by Elector had sought to replace Balda's supervisory board with its own representatives.
Michael Naschke, chairman of Balda's supervisory body, who was chair of the EGM, told shareholders at the meeting that he would permit no voting to take place on the proposed agenda items as Elector had not followed correct procedures in inviting shareholders to register for the meeting.
A statement issued by Balda said: "In its invitation to the extraordinary general meeting, Elector specified that the shareholders should register with Haubrok Corporate Events GmbH — a service provider commissioned by Elector but not by Balda AG. This was inadmissible."
Balda sought advice from three independent legal experts. "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 resolutions," the statement said.
Balda previously criticized the calling of the EGM by Elector, which owns about 30 percent of Balda's shares. It said the decision to hold the meeting in Berlin is "anything but shareholder friendly" as shareholders from Eastern Westphalia would find the city difficult to get to.
The Wall Street Journal's German website reported vocal support by Balda shareholders at the meeting in Berlin, with one shouting "Bravo!" when Naschke announced there would be no vote.
The statement said Balda will not reimburse Elector for the costs it incurred in convening and preparing the EGM.
Elector is owned by Thomas van Aubel.