26 mars 2025
The shareholders of Logistri Fastighets AB (publ), reg. no. 559122-8654, are hereby invited to attend the Annual General Meeting to be held on Thursday 24 April 2025 at 10.00 a.m. at Helio's premises at Peter Myndes Backe 16, conference room Albert, in Stockholm, Sweden.
Registration, etc.
Shareholders who wish to participate in the meeting must:
• Be entered in the share register on 14 April 2025,
• Notify the company of their intention to participate in the Annual General Meeting no later than 16 April 2025.
Please notify Logistri Fastighets AB (publ) of your attendance in writing to Logistri Fastighets AB (publ), attn: Oskar Wigsén, c/o Pareto Business Management AB, Berzelii Park 9, P.O. Box 7415, SE-103 91 Stockholm, Sweden, or e-mail: oskar.wigsen@paretosec.com. The notice of attendance must include name, personal identity number or corporate registration number, address, telephone number and shareholding, as well as, where applicable, information about deputies, proxies and assistants. The notice of attendance should also be accompanied by complete documents of authority, such as a certificate of registration and power of attorney for a representative and proxy, if applicable.
Nominee-registered shares
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of attendance in the meeting, register the shares in their own name so that the shareholder is entered in the share register as of 14 April 2025. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as determined by the nominee. Voting rights registrations made no later than the second banking day after 14 April 2025 will be considered in the presentation of the share register.
Proxies and assistants, etc.
Shareholders who are represented by proxy must issue a written and dated power of attorney for the proxy or, in the event that the right to represent the shareholder's shares is divided among different persons, the power of attorney with a statement of the number of shares that each proxy has the right to represent. If the power of attorney has been issued by a legal entity, a certified copy of the certificate of registration or equivalent for the legal entity that demonstrates authority to issue the power of attorney must be attached. The original power of attorney and any certificate of registration should be sent to the company by mail to the company at the address stated above well in advance of the meeting. Proxy forms will be available on the company's website www.logistri.se no later than 3 April 2025 and will be sent to shareholders who so request and who state their postal address. Shareholders may bring one or two assistants, but only if the shareholder has given notice of this in accordance with what is stipulated in this notice.
Number of shares and votes
There are a total of 7,335,000 shares in the company, corresponding to 7,335,000 votes. The company does not hold any own shares.
Information at the meeting
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the company, provide information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company's or its subsidiaries' financial situation and the company's relationship with other group companies as well as the consolidated financial statements.
Processing of personal data
In connection with the notice of attendance, the company will process the personal data requested as described above about shareholders. The personal data collected from the share register, notice of attendance at the Annual General Meeting and information about proxies and assistants will be used for registration, preparation of the voting list for the Annual General Meeting and, where applicable, minutes of the Annual General Meeting. The personal data will only be used for the Annual General Meeting. For further information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB's website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
1. Opening of the meeting.
2. Election of Chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination of whether the meeting has been duly convened.
7. Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements.
8. Resolution:
a. on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
b. on disposition of the company's result in accordance with the adopted balance sheet and in case of resolution on dividend, determination of the record date for dividend.
c. on discharge from liability for the members of the Board of Directors and the CEO.
9. Determination of fees to the Board of Directors and auditor.
10. Election of:
a. members of the Board of Directors and any deputy members of the Board of Directors.
b. auditors and any deputy auditors.
11. Resolution on warrant program including issue and transfer of warrants.
12. Resolution on authorization for the Board of Directors to resolve on new share issues.
13. Closing of the meeting.
Proposal regarding disposition of the company's result in accordance with the adopted balance sheet and in case of resolution on dividend, determination of the record date for dividend (item 8 b)
The Board of Directors proposes that an amount of SEK 5.20 per share shall be distributed out of available earnings of SEK 506,046,007, corresponding to a total dividend of SEK 38,142,000. It is proposed that the dividend is paid at four occasions during the year with four equal instalments. This means that for each instalment, SEK 1.30 per share is to be paid, i.e. a total of SEK 9,535,500 per instalment.
The record dates for payment of the dividend are proposed to be 28 April 2025, 30 June 2025, 30 September 2025 and 30 December 2025, respectively.
Please see also the Board of Directors' complete proposal regarding the disposition of earnings and motivated statement for dividend for any additional shares that may be issued pursuant to the proposed authorization to issue shares in item 12.
Election of Chairman of the meeting, determination of the number of members of the Board of Directors and any deputy members of the Board of Directors and auditors and any deputy auditors, fees to the Board of Directors and auditors and election of members of the Board of Directors and auditors (items 2, 9 and 10)
The company's Nomination Committee for the 2025 Annual General Meeting consists of Sven-Erik Holmberg, Peter Lindell, Carl Westerstad, Mattias Ståhlgren and Henrik Viktorsson.
The Nomination Committee has submitted the following proposals to the Annual General Meeting.
• Fredrik Lundén, member of the Swedish Bar Association, is proposed to be elected Chairman of the Annual General Meeting (item 2).
• The number of Board members shall be five with no deputies (item 10).
• Fees to the Board of Directors shall be paid in a total amount of SEK 632,500 for the period until the end of the next Annual General Meeting, of which SEK 172,500 shall be paid to the Chairman of the Board of Directors and SEK 115,000 shall be paid to each of the other members (item 9).
• Fees to the auditors are proposed to be paid in accordance with approved invoices (item 9).
• Re-election of Henrik Viktorsson, Patrik von Hacht, Mattias Ståhlgren, Helena Elonsson and Robin Englén as members of the Board of Directors for the period until the end of the next Annual General Meeting. Henrik Viktorsson is proposed to be re-elected as Chairman of the Board of Directors (item 10).
• Re-election of the registered audit firm Ernst & Young Aktiebolag as the company's auditor for the period until the end of the next Annual General Meeting. Ernst & Young Aktiebolag has informed the company that Fredric Hävrén will continue as auditor in charge if the Annual General Meeting elects Ernst & Young Aktiebolag (item 10).
Resolution on warrant program including issue and transfer of warrants (item 11)
The Board of Directors of Logistri Fastighets AB (publ), reg.no 559122–8654 (the "Company"), proposes that the Annual General Meeting resolves to implement a warrant-based incentive program through the issuance of warrants of series 2025/2029 to the Company, or a subsidiary designated by the Company, and approves the transfer of warrants of series 2025/2029 to certain employees within the Group on the terms and conditions set out below.
BACKGROUND
The Board of Directors believes that it is important and in the interest of all shareholders that the CEO and certain other senior executives, who are deemed to be important for the Company's continued development, have a long-term interest in a value increase of the share in the Company. A personal long-term ownership commitment can be expected to contribute to an increased interest in the Company's operations and earnings development, as well as increase the participants' motivation and affinity with the Company and its shareholders.
An account of the preparation of the proposal, valuation, costs for the program and effects on important key performance indicators is given in the Board of Directors's complete proposal for resolution.
A. ISSUE OF WARRANTS
The Board of Directors proposes that the Annual General Meeting resolves on a directed issue of a maximum of 77,500 warrants of series 2025/2029, entailing an increase of the share capital at full exercise by a maximum of SEK 77,500. The following conditions shall otherwise apply to the resolution.
1. Number of issued warrants
The Company shall issue a maximum of 77,500 warrants of series 2025/2029. Each warrant entitles the holder to subscribe for one (1) new share in the Company.
2. Subscription rights
With deviation from the shareholders' preferential rights, the new warrants may only be subscribed for by the Company, or a subsidiary designated by the Company, with the right and obligation to transfer the warrants to employees of the Company or the Company's subsidiaries in accordance with what is stated in the proposal under item B below. The reason for the deviation from the shareholders' preferential rights is that the warrants shall be available to utilize for the implementation of incentive program 2025/2029.
3. Issue price
The warrants shall be issued free of charge to the Company, or a subsidiary designated by the Company.
4. Time for subscription
The warrants shall be subscribed for on a separate subscription list within two (2) weeks from the issue resolution. The Board of Directors shall have the right to extend the subscription period.
5. Time for exercise of warrants
Each warrant entitles the holder to subscribe for one (1) new share in the Company. The warrants may be exercised by application for subscription of new shares during the period from and including the day following the publication of the interim report for the period 1 January – 31 March 2029 and for a period of three weeks thereafter, but no earlier than 1 April 2029 and no later than 30 June 2029.
6. Subscription price
The subscription price for shares upon exercise of the warrants shall amount to 125 percent of the calculated average volume-weighted price paid for the Company's share on Spotlight Stock Market during the period from and including 15 May 2025 up to and including 28 May 2025. If the Company has inside information during this period, the Board of Directors shall have the right to postpone the measurement period. The subscription price may not be lower than the current quota value of the share. In the event that the subscription price exceeds the quota value of the previous shares, the excess amount (the premium) shall be included in the unrestricted share premium reserve in the Company's balance sheet.
As stated in the complete terms and conditions of the warrants, holders are given the right to subscribe for shares through a so-called "cashless-exercise" procedure, whereby a lower number of shares can be subscribed for at a subscription price corresponding to the quota value of the shares.
7. Increase of share capital
The increase of the Company's share capital may, upon full exercise of the warrants, amount to a maximum of SEK 77,500 (assuming the current quota value and that no recalculation has taken place in accordance with the complete terms and conditions of the warrants).
8. Dividend
Shares subscribed for through exercise of the warrants entitle to dividend for the first time on the record date for dividend that occurs immediately after subscription has been executed.
9. Complete terms and conditions
The complete terms and conditions for the warrants are set out in "Terms and conditions for Logistri Fastighets AB (publ) warrants series 2025/2029". Among other things, it is set out that the subscription price as well as the number of shares that each warrant entitles to subscription of, may be recalculated in connection with bonus issues, new issues and in certain other cases.
B. APPROVAL OF TRANSFER OF WARRANTS
The Board of Directors proposes that the Annual General Meeting resolves to approve that the Company, or a subsidiary designated by the Company, may transfer a maximum of 77,500 warrants of series 2025/2029 to employees of the Company or its subsidiaries on the following terms and conditions.
1. Participants and assignment
The right to acquire warrants from the Company, or a subsidiary designated by the Company, shall be granted to the following senior executives of the Company:
Participants | Maximum number of warrants per participant |
CEO | 25,000 |
CFO | 25,000 |
Head of Property Management | 25,000 |
Business Developer | 2,500 |
If warrants remain after all applications have been satisfied, the remaining number of warrants shall be distributed equally among the participants. If such allocation is not possible, allocation shall be made by drawing lots. The Company's Board of Directors resolves on the final allotment.
The right to subscribe for warrants shall only be granted to those persons who have not resigned or been terminated at the end of the application period.
Transfer to participants is subject to the acquisition of the warrants being legally possible and that, in the opinion of the Board of Directors, it can be done at reasonable administrative and financial efforts.
Warrants held by the Company, or a subsidiary designated by the Company, and which have not been transferred in accordance with this item B.1 or that have subsequently been repurchased from participants, may either be divested again to employees within the Company or its subsidiaries or cancelled by the Company following a resolution by the Board of Directors of the Company. Cancellation must be reported to the Swedish Companies Registration Office for registration.
2. Price and payment
The warrants shall be transferred on market terms at a price (premium) corresponding to an estimated market value of the warrants in connection with the transfer using a generally accepted valuation model calculated by an independent valuation institute. For acquisitions made of new employees after the end of the initial application period, a new market price shall be determined correspondingly.
Payment for allotted warrants shall be made with cash no later than 20 banking days after notification of acquisition. In the event of a transfer to new employees, the Board of Directors shall set a corresponding payment date. The warrants shall otherwise be subject to market conditions.
3. Right of first refusal and termination of employment
A prerequisite for being allotted warrants is that the participant has signed a special right of first refusal agreement with the Company. The right of first refusal agreement means that the warrants shall be subject to an obligation for participants who wish to transfer or otherwise dispose of the warrants to a third party to first offer the Company or its subsidiaries to acquire the warrants. The warrants shall also be subject to a right for the Company or its subsidiaries to repurchase the warrants if a participant's employment in or assignment for the Company or its subsidiaries ends during the term of the program.
The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make such minor changes to the resolution as may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
A resolution in accordance with the Board of Directors' proposal requires that the resolution is supported by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the Annual General Meeting.
Resolution on authorization for the Board of Directors to resolve on new share issues (item 12)
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, with or without deviation from the shareholders' preferential rights, on one or several occasions until the next Annual General Meeting, resolve to increase the company's share capital through a new issue of not more than 3,667,500 new shares in the company.
The share issues shall be made at a market-based subscription price determined by the Board of Directors in consultation with the company's financial advisors, taking into account a market-based issue discount where applicable, and payment shall, in addition to cash payment, be made in kind or by set-off, or otherwise subject to conditions. The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights are to enable issues of shares to be made to finance the company's operations, commercialization and development of the company's products and markets and/or acquisitions of businesses, companies or parts of companies, and/or to enable a broadening of the shareholder base in the company.
The Board of Directors, the CEO or a person otherwise appointed by the Board of Directors shall be authorised to make such minor adjustments and clarifications to the resolution of the Annual General Meeting as may prove necessary in connection with registration with the Swedish Companies Registration Office.
A resolution in accordance with this proposal requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Documentation
The annual report, the auditor's report, the Board of Directors' proposal for dividend and the attached motivated statement as well as the Board of Directors' complete proposal for the implementation of a warrant program and complete terms and conditions are available as of 3 April 2025 for the company's shareholders at the company's address, Logistri Fastighets AB (publ), c/o Pareto Business Management AB, Berzelii Park 9, floor 9, in Stockholm, Sweden, on the company's website www.logistri.se and will be sent to shareholders who so request and who provide their postal address.
Stockholm, March 2025
Logistri Fastighets AB (publ)
Board of Directors
For further information, please contact:
David Träff, CEO
Logistri fastighets AB (publ)
Phone: + 46 (0) 70 089 04 66
david.traff@logistri.se
About Logistri
Logistri Fastighets AB (publ) is a real estate company that invests in commercial properties primarily in the light industrial, warehousing and logistics segments. The vision is to be a stable and long-term partner to companies that demand business-adapted and sustainable premises. The company's overall objective is to generate a stable cash flow and a high risk-adjusted return with high customer confidence. Our tenants are active in various industries, most of which are Swedish and international industrial and engineering companies. The properties are located in Stockholm, Gothenburg and in southern and central Sweden, in close proximity to strategic infrastructure such as major roads, railways and ports. The company is headquartered in Stockholm. The company's share was listed on the Spotlight Stock Market in 2017. Logistri is included in the MSCI Global Micro Cap index.
For more information regarding Logistri Fastighets AB, please visit www.logistri.se.
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