NOTICE OF ANNUAL GENERAL MEETING IN SWEDISH LOGISTIC PROPERTY AB (PUBL)
The shareholders of Swedish Logistic Property AB (publ), reg. no. 559179-2873, are hereby summoned to attend the Annual General Meeting (the “AGM”) on 26 April 2023 at 10:00 CEST at Turning Torso, Lilla Varvsgatan 14, 211 15 Malmö. Registration starts at 09:30 CEST.
Right to participate
Shareholders that wish to participate in the AGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 18 April 2023, and shall have notified the company of their intention to participate at the AGM no later than on 20 April 2023. Notice to participate shall be given in writing by e-mail to slp@fredersen.se or by post to Fredersen Advokatbyrå, att: Anton Walfridsson, Turning Torso, 211 15 Malmö. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).
Nominee-registered shares
Shareholders who have their shares registered in the name of a nominee/custodian must register their shares in their own name in order to be listed as a shareholder in the extract of the register of shareholders. Such registration, which may be temporary, must be carried out no later than on 20 April 2023 which entails that the shareholder must instruct their respective nominee well in advance thereof.
Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney shall be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of registration or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the company to the address mentioned above well in advance before the AGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the AGM. Power of attorney forms are available at the company and on the company’s website, www.slproperty.se, and will be sent upon request to any shareholder who states their postal address.
Proposal of agenda
1. Opening of the AGM
2. Election of chairman of the AGM
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination as to whether the AGM has been duly convened
7. Statement by the CEO
8. Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
9. Resolution on
a) adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
b) allocation of the company’s result according to the adopted balance sheet
c) discharge from liability for the Board members and the CEO
10. Resolution as to the number of Board members and auditors
11. Resolution on the remuneration to the Board of Directors and auditor
12. Election of Board members
12.1 Erik Selin (re-election)
12.2 Greg Dingizian (re-election)
12.3 Sofia Ljungdahl (re-election)
12.4 Unni Sollbe (re-election)
12.5 Jacob Karlsson (re-election)
12.6 Sophia Bergendahl (re-election)
12.7 Peter Strand (new election)
13.Election of chairman of the Board
Erik Selin (re-election)
14.Election of vice chairman of the Board
Peter Strand (new election)
15. Election of auditor
16. Resolution regarding principles for appointment of nomination committee
17. Resolution on approval of remuneration report
18. Resolution on authorization for the Board to resolve on increase of the share capital
19. Resolution on authorization for the Board to repurchase and transfer the company’s own shares of series B
20. Resolution to adopt a long-term incentive program for senior executives and other employees
21. Resolution on authorization to make minor adjustments
22. Closing of the meeting
Proposals
The Nomination Committee’s proposals (item 2 and 10-16)
The Nomination Committee which has consisted of Christian Lindgren appointed by Agartha AB, Fredrik Bogren appointed by Fridam Fastigheter AB, Jesper Mårtensson appointed by Skandrenting AB, and Erik Selin as Chairman of the Board, proposes:
that Erik Selin is elected chairman of the AGM,
that the Board of Directors shall consist of seven (7) Board members and no deputy Board members,
that one registered audit firm with no deputy auditors is elected as auditor,
that remuneration to the Board shall be SEK 125,000 to the Chairman of the Board and SEK 125,000 each to the other Board members,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Erik Selin, Greg Dingizian, Sofia Ljungdahl, Unni Sollbe, Jacob Karlsson and Sophia Bergendahl are re-elected as Board members, and that Peter Strand is elected as new Board member, for the period until the end of the next Annual General Meeting,
that Erik Selin is re-elected as chairman of the Board,
that Peter Strand is elected as vice chairman of the Board,
that Öhrlings PricewaterhouseCoopers AB is re-elected as audit firm. (Öhrlings PricewaterhouseCoopers AB has informed that the authorized auditor Carl Fogelberg shall be appointed principal auditor, if the AGM resolves in accordance with the proposal), and
that the principles for the appointment of the Nomination Committee adopted at the Annual General Meeting held in 2022 shall continue to apply also for the appointment of the Nomination Committee ahead of the Annual General Meeting to be held in 2024.
Peter Strand, who is proposed for new election to the Board of Directors and for election as vice chairman of the Board, is founder of the company and has been the CEO since 2020. Peter Strand, born in 1971, holds a Master of Science in Engineering from Lund University and has previous work experience as, inter alia, CEO of the real estate companies Victoria Park AB, Annehem Fastigheter AB, and Tribona AB, as well as senior positions at the real estate companies Drott and Akelius. Peter Strand’s other assignments mainly consist of being a board member of Diös Fastigheter AB, BrainLit AB, Rikshem AB, Fridam AB, Fridam Fastigheter AB, and Fridam Invest AB. Peter Strand is dependent both in relation to the company and its management, as well as in relation to major shareholders. Holdings in Swedish Logistic Property: 12,085,125 shares of series A, and 15,887,885 shares of series B.
The Board’s proposals
Allocation of the company’s result (item 9.b)
The Board of Directors proposes that no dividend for the financial year 2022 is to be paid.
Resolution on approval of remuneration report (item 17)
The Board of Directors proposes that the AGM resolves to approve the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution on authorization for the Board to resolve on increase of the share capital (item 18)
The Board proposes that the AGM authorizes the Board to, on one or several occasions, during the period up until the next Annual General Meeting, with or without deviation from the shareholders’ pre-emption rights, resolve on new issues of shares and/or convertible instruments which entails issuance or conversion to, at most, a total number of shares which corresponds to 15 percent of the total number of shares in the company on the date of this notice. The authorization includes new issues of shares of both series A and B.
The purpose of the authorization and the reason for any deviation from the shareholders’ pre-emption rights is to enable time efficient financing of corporate acquisitions or new and existing investments. New issues of shares or issues of convertible instruments based on this authorization shall, in case of deviation from the shareholders’ pre-emption rights, be made to a market conformant subscription price in accordance with the prevailing market conditions at the time of the issue. Payment for subscribed shares and/or convertible instruments may be made in cash, by contribution in kind or by set-off.
Resolution on authorization for the Board to repurchase and transfer the company’s own shares of series B (item 19)
The Board proposes that the AGM resolves to authorize the Board to resolve to repurchase the company’s own shares of series B in accordance with the following.
1. Repurchase may take place during the period up until the next AGM, on one or more occasions.
2. Repurchase may not exceed such a number of shares of series B that the company’s holding at any time exceed ten (10) percent of all shares in the company.
3. Repurchase may be made (i) on Nasdaq Stockholm within the prevailing price range, meaning the range between the highest buying price and lowest selling price, or (ii) by way of an offer to all shareholders of series B shares at a price corresponding to the market price at the time of the offer.
The Board further proposes that the AGM authorizes the Board to transfer the company’s own shares of series B held by the company in accordance with the following.
1. Transfer may take place during the period up until the next AGM, on one or more occasions.
2. Transfer may be made of all, but also fewer than all, own shares of series B held by the company at the time of the Board’s resolution.
3. Transfer may be made with pre-emption rights for the shareholders or with deviation from the shareholders’ pre-emption rights to a third party.
4. Transfer may be made on Nasdaq Stockholm within the applicable price range at any time. In case of transfers outside Nasdaq Stockholm, the price of the shares should correspond to an estimated market value at the time of the transfer. Compensation for transferred shares may be paid in cash, by contribution in kind or by set-off.
The purpose of the authorization, and the reason for any deviation from shareholders' pre-emption rights, is to give the Board increased opportunities to adapt the company’s capital structure to the capital needs from time to time and thus be able to contribute to increased shareholder value in the company. Furthermore, the authorization aims to give the Board the opportunity to transfer shares in connection with the financing of any real estate or corporate acquisitions by payment with the company’s own shares and to facilitate the procurement of working capital or broadening of the ownership base. The purpose of the authorization does not allow the company to trade its own shares for short-term profit purposes.
Resolution to adopt a long-term incentive program for senior executives and other employees (item 20)
The Board proposes that the AGM resolves on a issue of not more than 2,400,000 warrants of series 2023/2026 within the framework of a long-term incentive program for senior executives and other employees (“employees”) in the company as follows.
In total, the incentive program covers not more than three senior executives and not more than ten other employees in the company. In addition, additional employees may be invited to acquire warrants. The incentive program involves the company’s employees being offered to acquire warrants at market value calculated according to the Black-Scholes valuation model.
Each warrant entitles the holder to subscribe for one new share of series B in the company at a subscription price corresponding to 130 percent of the volume-weighted average price of the company’s share during a period of 10 trading days immediately prior to the offer to acquire the warrants, however not lower than the quota value of the share. The number of shares that each warrant entitles to subscribe for, as well as the subscription price, shall be recalculated in the event of a split, consolidation, issues, etc. in accordance with customary recalculation terms.
Each warrant entitles the holder to subscribe for one new share of series B in the company during the period from and including 1 May 2026 up to and including 31 May 2026.
The price per warrant for transfer to participants shall be determined by an independent valuation institute engaged by the company and correspond to the market value of the warrant at the time of acquisition calculated according to the Black-Scholes valuation model. Based on a share price of SEK 25 per share, the market value of the warrants has been preliminarily calculated to SEK 3.57 per warrant.
The last day for acquiring warrants shall be the day before the 2024 AGM. If acquisition cannot take place before this date because the participant has access to inside information, the acquisition shall be made as soon as practically possible after the information has ceased to be regarded as inside information. The same principle applies during so-called “closed periods” according to the EU Market Abuse Regulation.
A condition for participation in the incentive program is that the participant enters into a pre-emption agreement with the company, whereby the company, with certain exceptions, reserves the right to repurchase warrants if the participant’s employment in the company ceases or if the participant in turn wishes to transfer the warrants before they can be exercised.
Allocation of warrants
The right to acquire warrants shall accrue to not more than three senior executives and not more than ten other employees in the company, in addition to which additional employees in accordance with these categories may be invited to acquire warrants. Each senior executive (category 1) shall be offered to acquire not more than 400,000 warrants and each other employee (category 2) shall be offered to acquire not more than 200,000 warrants. In total, not more than 1,000,000 warrants can be allocated within category 1 and not more than 1,400,000 warrants can be issued within category 2. The Board shall have the right to decide on the more detailed distribution within the specified limits. In the event of oversubscription within a category, the number of warrants shall be reduced pro rata based on the number of warrants each participant has applied to subscribe for.
Costs and dilution
The price for the transfer of warrants will be market-based, which means that no social security charges will arise for the company in connection with the acquisition of the warrants.
Based on the number of shares in the company as per the date of the issue of this notice, the maximum dilution resulting from the incentive program may amount to approximately 1.30 percent of the number of shares and approximately 0.59 percent of the number of votes. In addition to the warrants proposed to be issued at this AGM, there is an existing incentive program resolved at the general meeting on 18 September 2020, consisting of 5,000 warrants of series TO 4. Each warrant in the TO 4 program, following the share split resolved at the general meetings on 10 November 2020 and 8 March 2022, entitles the holder to subscribe for 35 shares of series A and 115 shares of series B during the period from and including 15 December 2023 up to and including 15 January 2024. Considering also the shares that may be issued under this incentive program, the maximum dilution amounts to approximately 1.69 percent of the total shares and approximately 0.94 percent of the total votes.
The incentive program is expected to have only a marginal impact on the company’s key performance indicators.
Purpose of the incentive program
The Board believes that an equity-based incentive program is a crucial component of a competitive compensation package designed to attract and motivate the company’s employees while maximizing value creation for all shareholders. The Board also believes that the warrant program will enhance participants’ engagement in the company’s operations, reinforce loyalty to the company, and benefit both the company and its shareholders.
Preparation of the proposal
The incentive program has been developed by the Board in consultation with external advisors during the first quarter of 2023.
Resolution on authorization to make minor adjustments (item 21)
The Company’s CEO, or a person appointed by the CEO, shall have the right to make any minor adjustments to the resolutions resolved at the AGM that may prove necessary for the registration and execution of the resolutions.
Majority requirements
Resolutions in accordance with items 18–19 above require approval of at least two thirds of the shares represented and votes cast at the AGM. Resolution in accordance with item 20 require approval of at least nine tenths of the shares represented and votes cast at the AGM.
Further information
As per the date of the issue of this notice, the total number of shares in the company amounts to 182,741,235, whereof 55,757,965 shares of series A and 126,983,270 shares of series B, corresponding to a total of 405,773,095 votes. The Company does not hold any own shares.
The annual report, audit report, proxy forms, the Board’s complete proposals as well as complete underlying documentation will be made available by the company and at the company's website at least three weeks before the AGM. The documents will be sent to shareholders who request it and who provide their postal address.
The shareholders are reminded of their right of information according to Chapter 7 Section 32 of the Swedish Companies Act.
The Company has its registered office in Malmö.
Processing of personal data
For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Malmö, March 2023
Swedish Logistic Property AB (publ)
The Board of Directors
NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
Tags:
