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 given notice to attend the Annual General Meeting (the “AGM”) on 24 April 2024 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 16 April 2024, and shall have notified the company of their intention to participate at the AGM no later than on 18 April 2024. Notice to participate shall be given in writing by e-mail to [email protected] or by post to Fredersen Advokatbyrå, att: Madeleine Odell, Birger Jarlsgatan 8, 114 34 Stockholm. 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 18 April 2024 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
- Opening of the AGM
- Election of Chairman of the AGM
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination as to whether the AGM has been duly convened
- Statement by the CEO
- Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
- Resolution on
- 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
- allocation of the company’s result according to the adopted balance sheet
- discharge from liability for the Board members and the CEO
- Resolution as to the number of Board members and auditors
- Resolution on the remuneration to the Board of Directors and auditor
- Election of Board members
- Erik Selin (re-election)
- Peter Strand (re-election)
- Greg Dingizian (re-election)
- Sofia Ljungdahl (re-election)
- Unni Sollbe (re-election)
- Jacob Karlsson (re-election)
- Election of Chairman of the Board
Erik Selin (re-election)
- Election of Vice Chairman of the Board
Peter Strand (re-election)
- Election of auditor
- Resolution regarding principles for appointment of Nomination Committee
- Resolution on approval of remuneration report
- Resolution on authorization for the Board to resolve on increase of the share capital
- Resolution on authorization for the Board to repurchase and transfer the company’s own shares of series B
- Resolution on authorization to make minor adjustments
- Closing of the AGM
Proposals
The Nomination Committee’s proposals (item 2 and 10-16)
The Nomination Committee which has consisted of Johan Tollgerdt appointed by HME Investment 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 six (6) 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 140,000 to the Chairman of the Board and SEK 140,000 each to the other Board members,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Erik Selin, Peter Strand, Greg Dingizian, Sofia Ljungdahl, Unni Sollbe and Jacob Karlsson are re-elected as Board members for the period until the end of the next Annual General Meeting. It is noted that Sofia Bergendahl has declined re-election,
that Erik Selin is re-elected as Chairman of the Board,
that Peter Strand is re-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 2025.
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 2023 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.
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- Repurchase may take place during the period up until the next AGM, on one or more occasions.
- Repurchase may not exceed such a number of shares of series B that the company’s holding of its own shares at any time exceed ten (10) percent of all shares in the company.
- 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.
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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.
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- Transfer may take place during the period up until the next AGM, on one or more occasions.
- 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.
- Transfer may be made with pre-emption rights for the shareholders or with deviation from the shareholders’ pre-emption rights to a third party.
- 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.
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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 on authorization to make minor adjustments (item 20)
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.
Further information
As per the date of the issue of this notice, the total number of shares in the company amounts to 226,641,235 shares, whereof 55,932,965 shares of series A and 170,708,270 shares of series B, corresponding to a total of 450,373,095 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 2024
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.
