NOTICE OF ANNUAL GENERAL MEETING IN SWEDISH LOGISTIC PROPERTY AB (PUBL)
Idag, 08:00
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 16 April 2026 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 8 April 2026 and shall have notified the company of their intention to participate at the AGM no later than on 10 April 2026. 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 10 April 2026 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)
- Jacob Karlsson (re-election)
- Tommy Åstrand (re-election)
- Annie Franzon (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 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 to adopt a long-term incentive program for senior executives and other employees
- 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 Ronnell 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 185,000 to the Chairman of the Board and SEK 185,000 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, Jacob Karlsson and Tommy Åstrand are re-elected as Board members and that Annie Franzon is elected as a new Board member for the period until the end of the next Annual General Meeting. It is noted that Unni Sollbe 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 Mikael Nilsson shall be appointed as new principal auditor, if the AGM resolves in accordance with the proposal), and
that the following instruction for the Nomination Committee shall apply until the Annual General Meeting resolves to adopt new instructions:
The Nomination Committee shall consist of the Chairman of the Board and four members appointed by the four largest shareholders in terms of voting rights as of the end of the third quarter each year. The Nomination Committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of 30 September in the year preceding the Annual General Meeting and other reliable ownership information provided to the company at that time. The term “the four largest shareholders in terms of voting rights” shall also include shareholder groups that (i) are registered as a shareholder group in the Euroclear Sweden system or (ii) have publicly disclosed and notified the company in writing that they have entered into a written agreement to adopt a long-term common position regarding the management of the company through coordinated exercise of voting rights. The Chairman of the Board shall, as soon as possible after the information regarding the largest shareholders in terms of voting rights has become known, contact the shareholders entitled to appoint a member. If any such shareholder declines to exercise its right to appoint a member to the Nomination Committee, the Chairman of the Board shall offer other major shareholders the opportunity to appoint a member. Such offer shall be made in order of priority to the largest shareholders in terms of voting rights.
The names of the members of the Nomination Committee and the names of the shareholders who have appointed them shall be published no later than six months prior to the Annual General Meeting. At its first meeting, the Nomination Committee shall appoint a Chairman for the Nomination Committee. The Chairman of the Board shall convene the first meeting of the Nomination Committee. The Chairman of the Board shall not serve as Chairman of the Nomination Committee. If a member leaves the Nomination Committee before its work has been completed and the Nomination Committee considers it necessary to appoint a replacement, such replacement shall be appointed by the same shareholder that appointed the departing member or, if that shareholder is no longer among the four largest shareholders in terms of voting rights, by the shareholder within that group who has not appointed a member to the Nomination Committee. A shareholder who has appointed a member to the Nomination Committee shall have the right to dismiss such member and appoint a new member.
If a shareholder who has appointed a member has materially reduced its shareholding in the company and, in the view of the Nomination Committee, it is not inappropriate having regard to any need for continuity prior to a forthcoming general meeting, the member appointed by such shareholder shall resign from the Nomination Committee, and the Nomination Committee shall offer the largest shareholder that has not appointed a member the opportunity to appoint a new member. Changes to the composition of the Nomination Committee shall be announced as soon as possible.
The Nomination Committee shall also be entitled to resolve on an increase in the number of members of the Nomination Committee and may, in such case, offer additional major shareholders the opportunity to appoint members to better reflect the current ownership structure of the company or to maintain continuity in the Nomination Committee’s work.
In other respects, the Nomination Committee shall have the composition and perform the duties that from time to time follow from the Swedish Corporate Governance Code.
Members of the Nomination Committee shall not receive remuneration from the company. Any reasonable expenses incurred in connection with the work of the Nomination Committee shall be borne by the company, provided that such expenses have been approved by the Chairman of the Board.
The term of office of the Nomination Committee shall continue until a new Nomination Committee has been appointed.
Information on proposed new Board member
Annie Franzon, born in 1988, holds a bachelor’s degree in real estate management from the University of Gävle. Annie Franzon serves as Director of Transactions and is a member of the group management team at Diös Fastigheter AB, where she has been active for more than ten years, previously as transaction manager and valuer/financial analyst. Prior to that, she held administrative roles at Akelius Residential Property AB and Stena Recycling AB. Annie Franzon has extensive experience in real estate transactions, valuations and strategic portfolio management, and possesses solid expertise in business development and leadership. Annie Franzon is independent in relation to both the Company and its executive management, as well as in relation to major shareholders.
Shareholding in Swedish Logistic Property: No holdings.
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 2025 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 10 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 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.
- 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.
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.
- 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.
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 an issue of not more than 700,000 warrants of series 2026/2029 within the framework of a long-term incentive program for senior executives and other permanent employees (“employees”) in the company as follows.
The right to subscribe for the warrants shall, with deviation from the shareholders preferential rights, accrue to the company. The warrants shall be issued free of charge to the company, and the company shall subsequently transfer the warrants to the participants in the incentive program. In total, the incentive program covers not more than 14 senior executives and other permanent employees in the company. In addition, future employees may be invited to acquire warrants. The incentive program provides that the company’s employees are offered the opportunity to acquire warrants at market value, calculated in accordance with 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 120 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, reverse share split, issues, etc. in accordance with customary recalculation terms. The full terms and conditions for the warrants shall apply in all other aspects, as set out in the Board’s complete proposal.
Each warrant entitles the holder to subscribe for one new share of series B in the company during the period from and including 7 May 2029 up to and including 18 May 2029. If subscription for shares cannot be carried out during this period due to the participant having access to insider information, subscription shall be made as soon as practicable after the information has ceased to be considered insider information. The same principle applies during so-called “closed periods” under the EU Market Abuse Regulation.
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 40.35 per share, the market value of the warrants has been preliminarily calculated to SEK 5.09 per warrant.
The last day for acquiring warrants shall be the day before the 2027 Annual General Meeting. If acquisitions cannot take place before this date due to the participant having access to insider information, acquisitions must be made as soon as practicably possible after the information has ceased to be considered as insider 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 has entered into a pre-purchase agreement with the company, whereby the company, subject to certain exceptions, reserves the right to repurchase the warrants if the participant’s employment with the company ceases or if the participant wishes to transfer the warrants before the warrants can be exercised.
Allocation of warrants
The right to acquire warrants shall accrue to not more than 14 senior executives and other permanent employees of the company, in addition, future employees may be invited to acquire warrants. Each participant may be offered to acquire not more than 100,000 warrants. The Board shall have the right to determine the detailed allocation within the specified limit.
Even if warrants remain after all applications have been satisfied (i.e., in the event of so-called “undersubscription”), the remaining warrants may not be allocated in excess of the maximum number that may be offered to each participant as set out above. In the event of oversubscription, the number of warrants shall be reduced pro rata based on the number of warrants each participant has applied to acquire.
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 0.25 percent of the number of shares and approximately 0.16 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 Annual General Meeting on 26 April 2023, consisting of 2,400,000 warrants of series 2023/2026. Each warrant in the program entitles the holder to subscribe for one new share of series B during the period from and including 1 May 2026 up to and including 31 May 2026. Considering also the shares that may be issued under this incentive program, the maximum dilution amounts to approximately 1.09 percent of the total number of shares and approximately 0.71 percent of the total number of votes.
The incentive program is expected to have only a marginal impact on the company’s key financial ratios.
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. The Board therefore assesses, based on the structure of the incentive program, that there is no need to establish any predetermined and measurable performance criteria for participation in the program.
Preparation of the proposal
The incentive program has been prepared by the Board in consultation with external advisors during the first quarter of 2026.
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 and 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 requires 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 280,204,506 shares, whereof 38,715,160 shares of series A and 241,489,346 shares of series B, corresponding to a total of 435,065,146 votes. The company does not hold any own shares.
The annual report, audit report, proxy forms, 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 Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company’s or a subsidiary’s financial situation and the Company’s relationship with another group company.
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 2026
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.
Ämnen i artikeln
NOTICE OF ANNUAL GENERAL MEETING IN SWEDISH LOGISTIC PROPERTY AB (PUBL)
Idag, 08:00
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 16 April 2026 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 8 April 2026 and shall have notified the company of their intention to participate at the AGM no later than on 10 April 2026. 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 10 April 2026 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)
- Jacob Karlsson (re-election)
- Tommy Åstrand (re-election)
- Annie Franzon (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 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 to adopt a long-term incentive program for senior executives and other employees
- 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 Ronnell 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 185,000 to the Chairman of the Board and SEK 185,000 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, Jacob Karlsson and Tommy Åstrand are re-elected as Board members and that Annie Franzon is elected as a new Board member for the period until the end of the next Annual General Meeting. It is noted that Unni Sollbe 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 Mikael Nilsson shall be appointed as new principal auditor, if the AGM resolves in accordance with the proposal), and
that the following instruction for the Nomination Committee shall apply until the Annual General Meeting resolves to adopt new instructions:
The Nomination Committee shall consist of the Chairman of the Board and four members appointed by the four largest shareholders in terms of voting rights as of the end of the third quarter each year. The Nomination Committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of 30 September in the year preceding the Annual General Meeting and other reliable ownership information provided to the company at that time. The term “the four largest shareholders in terms of voting rights” shall also include shareholder groups that (i) are registered as a shareholder group in the Euroclear Sweden system or (ii) have publicly disclosed and notified the company in writing that they have entered into a written agreement to adopt a long-term common position regarding the management of the company through coordinated exercise of voting rights. The Chairman of the Board shall, as soon as possible after the information regarding the largest shareholders in terms of voting rights has become known, contact the shareholders entitled to appoint a member. If any such shareholder declines to exercise its right to appoint a member to the Nomination Committee, the Chairman of the Board shall offer other major shareholders the opportunity to appoint a member. Such offer shall be made in order of priority to the largest shareholders in terms of voting rights.
The names of the members of the Nomination Committee and the names of the shareholders who have appointed them shall be published no later than six months prior to the Annual General Meeting. At its first meeting, the Nomination Committee shall appoint a Chairman for the Nomination Committee. The Chairman of the Board shall convene the first meeting of the Nomination Committee. The Chairman of the Board shall not serve as Chairman of the Nomination Committee. If a member leaves the Nomination Committee before its work has been completed and the Nomination Committee considers it necessary to appoint a replacement, such replacement shall be appointed by the same shareholder that appointed the departing member or, if that shareholder is no longer among the four largest shareholders in terms of voting rights, by the shareholder within that group who has not appointed a member to the Nomination Committee. A shareholder who has appointed a member to the Nomination Committee shall have the right to dismiss such member and appoint a new member.
If a shareholder who has appointed a member has materially reduced its shareholding in the company and, in the view of the Nomination Committee, it is not inappropriate having regard to any need for continuity prior to a forthcoming general meeting, the member appointed by such shareholder shall resign from the Nomination Committee, and the Nomination Committee shall offer the largest shareholder that has not appointed a member the opportunity to appoint a new member. Changes to the composition of the Nomination Committee shall be announced as soon as possible.
The Nomination Committee shall also be entitled to resolve on an increase in the number of members of the Nomination Committee and may, in such case, offer additional major shareholders the opportunity to appoint members to better reflect the current ownership structure of the company or to maintain continuity in the Nomination Committee’s work.
In other respects, the Nomination Committee shall have the composition and perform the duties that from time to time follow from the Swedish Corporate Governance Code.
Members of the Nomination Committee shall not receive remuneration from the company. Any reasonable expenses incurred in connection with the work of the Nomination Committee shall be borne by the company, provided that such expenses have been approved by the Chairman of the Board.
The term of office of the Nomination Committee shall continue until a new Nomination Committee has been appointed.
Information on proposed new Board member
Annie Franzon, born in 1988, holds a bachelor’s degree in real estate management from the University of Gävle. Annie Franzon serves as Director of Transactions and is a member of the group management team at Diös Fastigheter AB, where she has been active for more than ten years, previously as transaction manager and valuer/financial analyst. Prior to that, she held administrative roles at Akelius Residential Property AB and Stena Recycling AB. Annie Franzon has extensive experience in real estate transactions, valuations and strategic portfolio management, and possesses solid expertise in business development and leadership. Annie Franzon is independent in relation to both the Company and its executive management, as well as in relation to major shareholders.
Shareholding in Swedish Logistic Property: No holdings.
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 2025 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 10 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 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.
- 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.
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.
- 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.
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 an issue of not more than 700,000 warrants of series 2026/2029 within the framework of a long-term incentive program for senior executives and other permanent employees (“employees”) in the company as follows.
The right to subscribe for the warrants shall, with deviation from the shareholders preferential rights, accrue to the company. The warrants shall be issued free of charge to the company, and the company shall subsequently transfer the warrants to the participants in the incentive program. In total, the incentive program covers not more than 14 senior executives and other permanent employees in the company. In addition, future employees may be invited to acquire warrants. The incentive program provides that the company’s employees are offered the opportunity to acquire warrants at market value, calculated in accordance with 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 120 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, reverse share split, issues, etc. in accordance with customary recalculation terms. The full terms and conditions for the warrants shall apply in all other aspects, as set out in the Board’s complete proposal.
Each warrant entitles the holder to subscribe for one new share of series B in the company during the period from and including 7 May 2029 up to and including 18 May 2029. If subscription for shares cannot be carried out during this period due to the participant having access to insider information, subscription shall be made as soon as practicable after the information has ceased to be considered insider information. The same principle applies during so-called “closed periods” under the EU Market Abuse Regulation.
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 40.35 per share, the market value of the warrants has been preliminarily calculated to SEK 5.09 per warrant.
The last day for acquiring warrants shall be the day before the 2027 Annual General Meeting. If acquisitions cannot take place before this date due to the participant having access to insider information, acquisitions must be made as soon as practicably possible after the information has ceased to be considered as insider 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 has entered into a pre-purchase agreement with the company, whereby the company, subject to certain exceptions, reserves the right to repurchase the warrants if the participant’s employment with the company ceases or if the participant wishes to transfer the warrants before the warrants can be exercised.
Allocation of warrants
The right to acquire warrants shall accrue to not more than 14 senior executives and other permanent employees of the company, in addition, future employees may be invited to acquire warrants. Each participant may be offered to acquire not more than 100,000 warrants. The Board shall have the right to determine the detailed allocation within the specified limit.
Even if warrants remain after all applications have been satisfied (i.e., in the event of so-called “undersubscription”), the remaining warrants may not be allocated in excess of the maximum number that may be offered to each participant as set out above. In the event of oversubscription, the number of warrants shall be reduced pro rata based on the number of warrants each participant has applied to acquire.
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 0.25 percent of the number of shares and approximately 0.16 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 Annual General Meeting on 26 April 2023, consisting of 2,400,000 warrants of series 2023/2026. Each warrant in the program entitles the holder to subscribe for one new share of series B during the period from and including 1 May 2026 up to and including 31 May 2026. Considering also the shares that may be issued under this incentive program, the maximum dilution amounts to approximately 1.09 percent of the total number of shares and approximately 0.71 percent of the total number of votes.
The incentive program is expected to have only a marginal impact on the company’s key financial ratios.
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. The Board therefore assesses, based on the structure of the incentive program, that there is no need to establish any predetermined and measurable performance criteria for participation in the program.
Preparation of the proposal
The incentive program has been prepared by the Board in consultation with external advisors during the first quarter of 2026.
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 and 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 requires 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 280,204,506 shares, whereof 38,715,160 shares of series A and 241,489,346 shares of series B, corresponding to a total of 435,065,146 votes. The company does not hold any own shares.
The annual report, audit report, proxy forms, 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 Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company’s or a subsidiary’s financial situation and the Company’s relationship with another group company.
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 2026
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.
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