NOTICE OF EXTRAORDINARY GENERAL MEETING IN SWEDISH LOGISTIC PROPERTY AB (PUBL)
The shareholders in Swedish Logistic Property AB (publ), reg. no. 559179-2873, are hereby given notice to attend an extraordinary general meeting at 9:00 a.m. on Friday 22 December 2023 at the company’s premises on Strömgatan 2, 212 25 Malmö, Sweden. Registration for the meeting commences at 8:45 a.m.
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Thursday 14 December 2023; and
(ii) notify the company of their attendance and any assistant no later than Monday 18 December 2023. Notification can be made via letter to Setterwalls Advokatbyrå AB, Attn: Andreas Wårdh, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to Andreas.wardh@setterwalls.se.
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where applicable, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB (so-called voting rights registration) in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Thursday 14 December 2023, at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Monday 18 December 2023, will, however, be taken into account in the preparation of the share register.
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy will be kept available on the company’s website www.slproperty.se. The original version of the power of attorney shall also be presented at the meeting.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Approval of the board of directors’ resolution on new share issue of ordinary shares with deviation from the shareholders preferential rights;
- Resolution on an authorization for the board of directors to resolve on capital increases; and
- Closing of the meeting.
The board of director’s proposed resolutions
Item 6. Approval of the board of directors’ resolution on new share issue of ordinary shares with deviation from the shareholders preferential rights
The board of directors proposes that the general meeting resolves to approve the board of directors' resolution from 29 November 2023, subject to the general meeting's subsequent approval, to increase the company's share capital by not more than SEK 104,925.431667 through a new issue of not more than 15,738,815 shares of series B, each with a quota value of approximately SEK 0.006667.
The following terms and conditions shall apply to the issue of shares.
- The subscription price per share shall amount to SEK 27.50. The share premium shall be transferred to the unrestricted premium reserve.
- With deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by institutional and other qualified investors.
- Subscription for new shares shall be made on a separate subscription list no later than 29 November 2023. Payment for the subscribed shares shall be made no later than on 27 December 2023. The board of directors shall be entitled to extend the subscription period and the time of payment.
- The new shares convey right to dividends for the first time on the first record date set for dividends after the registration of the new shares with the Swedish Companies Registration Office.
It was noted that over-subscription cannot occur.
The board of directors has made an overall assessment and carefully considered the possibility of raising capital through a new share issue with preferential rights for the company's shareholders. The board of directors considers that the reasons for deviating from the shareholders' preferential rights are (i) to diversify and strengthen the company's shareholder base with institutional investors in order to enhance the liquidity of the company's shares, (ii) that a rights issue would take longer time to implement which, under current market conditions, would entail a higher exposure to potential market volatility, and (iii) that the implementation of a directed share issue can be done at a lower cost and with less complexity than a rights issue. Considering the above, the board of directors has made the assessment that a directed new issue of shares of series B with deviation from the shareholders' preferential rights is the most favourable alternative for the company to carry out the capital raising.
As the subscription price in the issue is determined through an accelerated bookbuilding procedure, it is the board of director's assessment that the marketability of the subscription price is ensured.
Either of Peter Strand and Tommy Åstrand shall have the right to make any minor adjustments to the resolutions resolved at the general meeting that may prove necessary in connection with the registration of the new shares with the Swedish Companies Registration Office or Euroclear Sweden AB.
Item 7. Resolution on an authorization for the board of directors to resolve on capital increases
The board of directors proposes that the general meeting authorizes the board of directors 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 10 percent of the total number of shares in the company following the registration of the share issue resolutions made by the board of directors on 29 November 2023 have been completed with the Swedish Companies Registration Office. 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.
Majority requirements
Resolutions in accordance with items 6 and 7 above require approval of at least two thirds of the shares represented and votes cast at the general meeting.
Number of shares and votes in the company
As per the date of the issue of this notice, the total number of shares in the company amounts to 205,891,235, whereof 55,757,965 shares of series A and 150,133,270 shares of series B, corresponding to a total of 428,923,095 votes. The company does not hold any own shares.
Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda.
Documentation
Documents pursuant to Chapter 13 section 6 of the Swedish Companies Act will be kept available at the company’s office. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company’s website www.slproperty.se. All the above mentioned documents will also be presented at the general meeting.
Processing of personal data
For information regarding how your personal data is processed in connection with the extraordinary general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Swedish Logistic Property AB (publ)
Malmö, November 2023
The board of directors
For further information, please contact:
Tommy Åstrand, CEO of SLP, telephone: +46 705 455 997
About SLP – Swedish Logistic Property
Swedish Logistic Property - SLP – is a Swedish property company that acquires, develops, and manages logistic properties with sustainability in focus. Value growth is created through development of the properties which are located in Sweden’s most important logistic hubs. The property portfolio comprises a lettable area of approx. 960,000 sqm. SLP is a partner that takes responsibility and through this creates value for both tenants as well as for the company and its shareholders. SLP’s share of series B is listed at Nasdaq Stockholm Mid Cap. For further information about SLP: slproperty.se
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