Adopted at the Annual General Meeting 3 May 2024
§ 1 Company name
The name of the company is Logistea AB. The company is a public limited liability company (publ).
§ 2 Registered office
The registered office of the company’s board of directors is in the Municipality of Stockholm, Stockholm.
§ 3 Operations
The object of the company’s operations is to, directly or indirectly through wholly owned companies acquire, own, develop and sell properties and thereto related operations.
§ 4 Share capital
The company’s share capital shall be no less than SEK 105,000,000 and no more than SEK 420,000,000.
§ 5 Shares
Number of shares and classes of shares
The number of shares shall be no less than 215,000,000 and no more than 860,000,000.
Shares may be issued in four classes referred to as ordinary shares of Class A, Class B and Class D as well as preference shares. Ordinary shares of Class A, Class B and Class D are collectively referred to below as Ordinary shares. Ordinary shares of Class A each carry one vote. Ordinary shares of Class B, Class D and preference shares each carry one-tenth of a vote. All share classes may be issued in an amount corresponding to the maximum amount of 100 per cent of the share capital.
Dividend on ordinary shares
All Ordinary shares shall, taking into consideration what is stated below, have a right to dividends without preferential rights between them. If dividend is resolved the following shall apply:
- Ordinary shares of Class A and Class B are entitled to the same dividend per share.
- Ordinary shares of Class D are entitled to five times the total dividend on ordinary shares of Class A and Class B, although a maximum of SEK two per share and year.
If the dividend per ordinary share of Class D is lower than SEK two, the maximum permitted dividend of SEK two shall be increased so that the shortfall up to SEK two per year may be distributed later if sufficient dividends on the ordinary shares are resolved subsequently, whereupon the maximum permitted dividend shall be SEK two.
Distribution of dividends related to ordinary shares of Class A and Class B shall be made in one instalment or in four equal instalments where the record days for the payment of dividends shall be the last weekday in June, September, December and March.
Distribution of dividends related to ordinary shares of Class D shall be made in four equal instalments. Record days for the payment of dividends shall be the last weekday in June, September, December and March.
Dividend on preference shares
The preference shares shall have preferential right to dividends
If dividend is resolved upon by the general meeting, the preference shares shall have preferential right over the ordinary shares to dividends as follows.
Calculation of preferential dividend
The preference shares shall have preferential right over the ordinary shares to an annual dividend of SEK 35 per share (“Preferential Dividend”), paid out quarterly at SEK 8,75 per preference share, with record dates in accordance with below.
Distribution of dividend
Distribution of dividend relating to preference shares shall be made quarterly in SEK whereupon a quarter of the Preferential Dividend shall be distributed on each record date. Record dates for dividend of preference shares shall be January 10, April 10, Juli 10 and October 10. In case such day is not a banking day, the record date shall be the closest previous banking day. By “banking day” is meant a day that is not a Sunday, another public holiday or a day that, when repaying debenture, is equated with a public holiday (such equated days are at the time of the adoption of these articles of association Saturday, Midsummer Eve, Christmas Eve and New Year’s Eve).
Calculation of outstanding amount
If no distribution of dividend relating to preference shares has been made, or if only dividend of less than Preferential Dividend has been distributed, the preference shares shall entitle to, in addition to the future Preferential Dividend, receive an amount, equally distributed on every preference share, corresponding to the difference between what should have been distributed in accordance with above and the outstanding amount (“Outstanding Amount”), prior to distribution of dividend to holders of ordinary shares may occur. The Outstanding Amount shall be recalculated upwards by a factor corresponding to an annual rate of interest of one per cent in which context recalculation shall take place commencing the quarterly date on which payment of the dividend occurred (or should have occurred, in the event no dividend at all is distributed). Dividend of Outstanding Amount also assumes that the general meeting resolved on a dividend.
Recalculation in the event of certain corporate actions
In such case that the amount of preference shares changes through an aggregation of shares, split or other similar corporate action, the amounts that preference shares are entitled to in accordance with this paragraph, shall be recalculated to reflect this change.
Dissolution of the company
If the company is dissolved, preference shares shall carry preferential rights before ordinary shares to receive from the company’s assets an amount per preference share corresponding to what would have been received if the shares had been redeemed in accordance with the provision below, prior to any distribution to holders of ordinary shares.
If the company is dissolved, all ordinary shares shall have the same right to payment from the company’s kept assets. Ordinary shares of Class D shall only have a right to a maximum of SEK 31 per share.
Other
Preference shares shall otherwise not carry any entitlement to a dividend or share of the estate.
Conversion clause
Ordinary shares of Class A shall upon request by the holders of such shares, be converted into ordinary shares of Class B. The conversion request, which must be submitted in writing and must state the number of ordinary shares of Class A that are to be converted to ordinary shares of Class B and, if the request does not apply to the entire holding, which ordinary shares of Class A the conversion pertains to, shall be made to the board of directors. Such a request must be submitted to the board of directors and must have reached the board of directors during February and August respectively. The conversion is completed once registration has occurred and is recorded in the CSD register.
Redemption of preference shares
A reduction of the share capital, however not below the minimum amount, may from the year 2031 onwards occur following a decision by the general meeting through the redemption of preference shares according to the following grounds.
The general meeting determines the number of preference shares to be redeemed each time. The preference shares to be redeemed are determined by lottery. If the resolution is approved by all holders of preference shares, the general meeting can however resolve which preference shares are to be redeemed.
Holders of preference shares determined to be redeemed shall be obliged to receive redemption for the share three months after they have been notified of the redemption decision with an amount calculated as the sum of SEK 400 plus the Outstanding Amount according to the section Dividend above (including any required adjustment of the Outstanding Amount up to and including the day when the redemption amount is due for payment). From the day the redemption amount becomes due for payment, all interest calculation ceases thereupon.
Preferential rights of shareholders
Should the company resolve to issue new shares of more than one class through a cash issue or a set-off issue, holders of ordinary shares and preference shares shall have preferential right to subscribe for new shares of the same class in proportion to their existing shareholding in that class (primary preferential right). Shares that are not subscribed for with primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). Should the number of shares offered in this way not be enough for subscription through subsidiary preferential right, said shares shall be apportioned among subscribers in proportion to their existing shareholdings, regardless of whether the shares in the company already held by them are ordinary shares or preference shares. To the extent this is not possible as regards a certain share or certain shares, the distribution shall be made by lottery.
Should the company resolve through a cash issue or a set-off issue to issue only ordinary shares of Class A, Class B, Class D or preference shares, all holders of ordinary shares and/or preference shares shall have preferential right to subscribe for new shares in proportion to their existing shareholding.
Should the company resolve through a cash issue or a set-off issue to issue subscription warrants or convertibles, shareholders shall have preferential right to subscribe for subscription warrants as if the issue was in respect of the shares that may be subscribed for by exercising the subscription warrants and to subscribe for convertibles as if the issue was in respect of the shares that the convertibles may be exchanged for.
The aforesaid shall not entail any limitation in the possibility of a resolution on cash issue or set-off issue with deviation from the shareholders’ preferential rights.
An increase of the share capital through a bonus issue, where new shares will be issued, may only occur through the issue of new ordinary shares, whereby, if ordinary shares of Class A, Class B and/or Class D have previously been issued, the mutual relationship between the shares of Class A, Class B and Class D shares issued through the bonus issue and already issued Class A shares, Class B shares and Class D shares shall be unchanged. In such case, only holders of ordinary shares have right to the new shares. The bonus issue shares will be allocated between the holders of ordinary shares of Class A in proportion to their existing shareholding of ordinary shares of Class A. If ordinary shares of Class A, Class B and/or Class D are issued the bonus issue shares will be allocated between the holders of ordinary shares in proportion to their existing shareholding. A bonus issue may, however, also take place by issuing preference shares to owners of ordinary shares, whereby the bonus issue shares will be allocated between the holders of ordinary shares in proportion to their existing shareholding of ordinary shares. What has just been said shall not imply any limitation in the possibility to issue new classes of shares through a bonus issue, after necessary amendments to the articles of association.
§ 6 Board of directors and auditors
The board of directors consists of 3 – 10 members, with no deputy board members. The board members are elected at the annual general meeting for the period until the end of the next annual general meeting. 1 – 2 auditors or a registered accounting firm are elected at the annual general meeting for the period until the end of the next annual general meeting.
§ 7 Notice of meeting
Notice of general meetings shall be published in Post- och Inrikes Tidningar, as well as on the company’s website. An announcement that notice to attend has been issued shall be published in Svenska Dagbladet.
Notice of annual general meetings and of extraordinary general meetings at which the question of amendments to the Articles of Association will be considered, shall be issued no more than six and no less than four weeks prior to the meeting. Notice of any other extraordinary general meeting shall be issued no more than six and no less than three weeks prior to the meeting.
Shareholders wishing to participate in the general meeting shall notify the company of their intention to attend not later than the day stated in the notice to attend the meeting. At a general meeting, shareholders may be accompanied by one or two assistants, although only if the shareholder has given notification of this as specified in the previous paragraph.
§ 8 Collection of powers of attorney and voting by post
The board of directors may collect powers of attorney in accordance with the procedure described in chapter 7, section 4, second paragraph of the Swedish Companies Act (2005:551).
The board of directors has the right to before a general meeting decide that the shareholders shall be able to exercise their right to vote by post before the general meeting in accordance with chapter 7, paragraph 4a of the Swedish Companies Act (2005:551).
§ 9 General meetings
The board of directors may resolve that a person who is not a shareholder of the company shall be entitled, on the conditions stipulated by the board of directors, to be present or otherwise follow the proceedings at the general meeting.
An annual general meeting of shareholders shall be held within six months of the close of each financial year. At the annual general meeting, the following items shall be addressed:
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and the auditor’s report and, if applicable, the consolidated financial statements and the audit report on the consolidated financial statements.
- Resolutions on
a) adoption of the income statement and balance sheet and, where appropriate, consolidated income statement and consolidated balance sheet.
b) appropriation of the company’s earnings in accordance with the adopted balance sheet, and
c) discharge from liability for the members of the board and the CEO. - Determination of fees to be paid to the members of the board and auditors.
- Election of members of the board and auditors as well as any deputy auditors.
- Other business to be addressed by the meeting in accordance with the Swedish Companies Act or the articles of association.
At the general meeting, each person entitled to vote may vote for the entire number of shares owned and represented by the person, without limitation in the number of votes.
§ 10 Financial year
The Company’s financial year shall be 1 January – 31 December.
§ 11 Record date provision
The Company’s shares shall be registered in a central securities depositary register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).