Beskrivning
Land | Sverige |
---|---|
Lista | Mid Cap Stockholm |
Sektor | Fastigheter |
Industri | Förvaltning |
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 29 April 2025 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 17 April 2025, and shall have notified the company of their intention to participate at the AGM no later than on 23 April 2025. Notice to participate shall be given in writing by e-mail to slp@fredersen.se 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 23 April 2025 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 members and auditor
- Election of Board members
- Erik Selin (re-election)
- Peter Strand (re-election)
- Sofia Ljungdahl (re-election)
- Unni Sollbe (re-election)
- Jacob Karlsson (re-election)
- Tommy Åstrand (new 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 regarding guidelines for remuneration to the senior executives
- 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 175,000 to the Chairman of the Board and SEK 175,000 each to the other Board members,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Erik Selin, Peter Strand, Sofia Ljungdahl, Unni Sollbe and Jacob Karlsson are re-elected as Board members, and that Tommy Åstrand is elected as new Board member, for the period until the end of the next Annual General Meeting. It is noted that Greg Dingizian 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 2026.
Tommy Åstrand, who is proposed for new election to the Board of Directors has been the CEO since 2023. Tommy Åstrand, born in 1968, holds a Master of Science in Business Administration from Lund University and has previous work experience as, inter alia, CFO of Victoria Park AB, Hembla AB, Tribona AB and E.ON Värme AB. Tommy Åstrand is dependent in relation to the company and its management, and independent in relation to major shareholders. Holdings in Swedish Logistic Property: 352,460 shares of series B and 400,000 warrants of series 2023/2026.
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 2024 is to be paid.
Resolution regarding guidelines for remuneration to the senior executives (item 17)
1. Introduction
The Board of Directors proposes that the AGM resolve that the following guidelines for remuneration of the executive management shall apply until the 2029 Annual General Meeting, unless circumstances arise necessitating an earlier revision. The guidelines shall apply to salaries and other remuneration for the CEO and other members of the executive management (hereinafter referred to as "senior executives"). The guidelines also cover any remuneration of Board members in addition to the Board fee. Remuneration shall be considered equivalent to the transfer of securities and the granting of rights to acquire securities from the company in the future.
The guidelines apply to remuneration agreed and changes made to remuneration already agreed after the guidelines are adopted by the AGM. The guidelines do not cover remuneration resolved by the General Meeting.
2. How the guidelines contribute to the company's business strategy, long-term interests and sustainability
The company's overarching objective is to create value for its shareholders. Value creation is measured as the average annual growth in net asset value (NAV) per share and the average annual increase in operating profit per share. This is to be achieved through the acquisition, development, and management of logistics properties with a focus on sustainability.
To promote the company's business strategy, long-term interests, and sustainability, thereby ensuring sustainable value growth for shareholders, the company shall offer market-aligned and competitive remuneration but shall not be a salary leader in relation to comparable companies.
3. Types of remuneration, etc.
Market conformant remuneration levels and employment conditions are essential to retaining and, when necessary, recruiting individuals for senior positions with the required competence and experience. The total remuneration shall be based on factors such as position, performance, and individual qualifications. Remuneration may consist of the following components: fixed salary, variable or performance-based salary, pension benefits, and other benefits. In addition, the General Meeting may - independently of these guidelines - resolve on, for example, share-based and share price-related remuneration.
3.1 Fixed basic salary
Remuneration shall be based on the importance of the tasks, competence requirements, experience, and performance. The fixed base salary shall be considered a market conformant compensation for satisfactory performance. The fixed base salary shall be reviewed annually to ensure that it remains market conformant and competitive.
3.2 Variable salary
Variable or performance-based remuneration for senior executives may amount to a maximum of 50 percent of the fixed salary per calendar year. No variable or performance-based remuneration shall be paid to the CEO.
3.3 Criteria for the distribution of variable cash remuneration, etc.
The variable cash remuneration shall be linked to predetermined and measurable criteria, which may be financial or non-financial. These may also consist of individual quantitative or qualitative targets. The criteria shall be designed to promote the company's business strategy and long-term interests, including its sustainability, by, for example, maintaining a clear connection to the business strategy or supporting the executive's long-term development.
Once the measurement period for the fulfilment of criteria for the payment of variable cash remuneration has ended, an assessment shall be made to determine the extent to which the criteria have been met. The CEO is responsible for the assessment of variable cash remuneration for other senior executives. In respect of financial targets, the assessment shall be based on the most recently published financial information of the company.
3.4 Pension benefits
Pension contributions may be made for the CEO and senior executives. The retirement age for the CEO and senior executives shall be 65 years. Pension commitments shall be defined contribution, ensuring that the company has no further obligations beyond the payment of annual premiums.
3.5 Other benefits
Other benefits shall be market conformant and serve to facilitate the senior executive's ability to perform their duties. Such benefits may include, for example, health insurance and company car benefits.
3.6 Termination of employment
For the CEO, there is a mutual notice period of six months. In the event of termination by the company, the CEO is additionally entitled to severance pay equivalent to six months' salary. For other senior executives, market conformant and customary termination conditions should be sought, and no severance pay shall not be paid. In the event of termination by the company, the notice period shall be a maximum of twelve months, and in the event of termination by the employee, it shall be a maximum of six months. For senior executives, the terms and conditions applied by the company to other employees in the group shall otherwise apply.
3.7 Salary and employment terms for employees
In the preparation of proposals for these remuneration guidelines consideration was given to the salary and employment terms of the company's other employees by using information concerning the employees' total remuneration, the components of the remuneration and the increase in and rate of increase in the remuneration over time as part of the basis on which the remuneration committee and Board assessed whether the guidelines, and the resulting limitations, are reasonable.
4. Decision process for establishment, review and implementation of the guidelines
The Board of Directors has established a remuneration committee. The committee's task is to prepare the Board of Directors' decision on proposals for guidelines for the remuneration of senior executives. The Board of Directors shall prepare a proposal for new remuneration guidelines when there is a need for substantial changes to the guidelines, but at least every four years, and present the proposal for approval at the Annual General Meeting. The guidelines shall remain in effect until new guidelines are adopted by the General Meeting.
The remuneration committee shall further monitor and evaluate ongoing and concluded variable incentive programs for senior executives during the year, as well as monitor and evaluate the application of the remuneration guidelines for Board members, the CEO, and senior executives, as resolved by the General Meeting, along with the applicable compensation structures and levels within the company. The Chairman of the Board of Directors may serve as the Chairman of the committee. Other members shall be independent of the company and the management. If the remuneration committee engages an external consultant for its work, the committee must ensure there is no conflict of interest regarding other assignments the consultant may hold with the company, CEO, or senior executives. In the Board of Directors' deliberations and decisions on remuneration-related matters, the CEO and other senior executives shall not participate, insofar as they are affected by the matters at hand.
Decisions regarding the remuneration of the CEO and CFO are made by the Board of Directors, upon the proposal of the remuneration committee, and decisions regarding the remuneration of other senior executives are made by the CEO in accordance with these guidelines. If a Board member performs work on behalf of the company beyond their Board duties, consulting fees and other compensation for such work may be paid upon a specific decision by the Board of Directors. No compensation, other than the Board fees resolved by the General Meeting, will be paid for Board work.
5. Deviations from the guidelines
The Board of Directors has the right to deviate from the above guidelines, in whole or in part, if there are specific reasons in an individual case that justify such a deviation. As mentioned above, it is part of the remuneration committee's tasks to prepare the Board of Directors' decisions on remuneration matters, which includes decisions regarding deviations from the guidelines. Deviations may only be made if deemed necessary to safeguard the company's long-term interests and sustainability or to ensure the company's financial viability. If the Board of Directors deviates from the guidelines for the remuneration of Board members, the CEO, and senior executives, this must be disclosed at the next Annual General Meeting.
Resolution on approval of remuneration report (item 18)
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 19)
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 series 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 20)
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 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 19-20 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 259,069,807 shares, whereof 38,715,160 shares of series A and 220,354,647 shares of series B, corresponding to a total of 413,930,447 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 2025
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.