The shareholders in Logistea AB, reg. no 556627-6241, are hereby given notice to the Annual General Meeting that will be held on Friday 3 May 2024 at 10.00 a.m. CET at Advokatfirman Cederquist’s office, Hovslagargatan 3, Stockholm, Sweden. Registration begins at 09.30 a.m. CET.
The board of directors has resolved that shareholders may also exercise their voting right at the Annual General Meeting by postal voting pursuant to the provisions in the articles of association of Logistea.
Right to attend and notice etc.
Shareholders wishing to attend the Annual General Meeting
shall be entered as shareholder in the share register kept by Euroclear Sweden AB concerning the circumstances on Wednesday 24 April 2024,
shall give notice of their attendance at the general meeting to the company no later than Friday 26 April 2024.
Notice of attendance may be given by e-mail to ursula.sorqvist@cederquist.se, by post to Advokatfirman Cederquist, P.O. Box 1670, SE-111 96, Stockholm, Sweden, Att: Ursula Sörqvist (mark the envelope with “Logistea AB, AGM 2024”), or by phone +46 (0)8 522 065 34 on weekdays between 9.00 a.m. and 4.00 p.m. CET. When giving notice, please state your name or company name, address, telephone number, personal identification number or company registration number, and any assistants at the general meeting, if applicable.
Shareholders who wish to use the possibility of postal voting shall do that in accordance with the instructions under the heading “Participation through postal voting” below. Such postal voting does not require any further notice of attendance.
Nominee-registered shares
To be entitled to attend the general meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance at the general meeting, register such shares in their own names so that the shareholder is recorded in the share register concerning the circumstances on Wednesday 24 April 2024. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting right registrations effected no later than the second banking day after 24 April 2024 will be considered in the preparation of the share register.
Proxy etc.
Shareholders who wish to attend the meeting venue in person or through a proxy representative are entitled to bring one or two assistants. Shareholders who wish to bring assistants shall state this in connection with the notice of attendance. Shareholders represented by a proxy shall issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of a certificate of incorporation, or if such document does not exist, a corresponding authorisation document shall be enclosed. In order to facilitate the registration at the general meeting, the power of attorney and certificate of incorporation and other documents of authority should be provided to and received by the company at the address stated above no later than 26 April 2024. A proxy form is available on the company's website, www.logistea.se.
Participation through postal voting
A designated form shall be used for postal voting. The postal voting form is available on Logistea’s website, www.logistea.se. The postal voting form is considered as a notice of attendance at the Annual General Meeting.
Completed and signed postal voting form shall be received by Logistea no later than Friday 26 April 2024. The completed and signed form shall be sent by post to Advokatfirman Cederquist, P.O. Box 1670, SE-111 96, Stockholm Sweden, Att: Ursula Sörqvist (mark the envelope with “Logistea AB, AGM 2024”), or by e-mail to ursula.sorqvist@cederquist.se. Shareholders may also submit the postal vote electronically by verification with BankID through https://app.verified.eu/web/postrosta2022/?source=logistea3maj2024.
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
If a shareholder casts a postal vote through proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. The proxy form is available at Logistea’s website, www.logistea.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding authorisation document shall be enclosed with the form.
Proposed agenda
- Opening of the meeting.
- 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 by the CEO.
- Presentation of the annual report and the auditor's report and the consolidated financial statements and the audit report on the consolidated financial statements.
- Resolutions on:
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
- disposition of the company's earnings in accordance with the adopted balance sheet, and
- discharge from liability for the directors of the board and the CEO.
- Determination of the number of directors of the board and the number of auditors and deputy auditors.
- Determination of remuneration to the directors of the board and the auditor.
- Election of directors and chairman of the board of directors.
- Election of auditor.
- Resolution on guidelines for remuneration to senior executives.
- Resolution on approval of the remuneration report.
- Resolution to amend the articles of association.
- Resolution on implementation of a long-term incentive program 2024/2027, including resolution on a directed issue of warrants with subsequent transfer to the participants.
- Resolution on authorisation for the board of directors to resolve on new issue of shares.
- Resolution on authorisation for the board of directors to resolve on repurchase of own ordinary shares.
- Closing of the meeting.
Proposed resolutions
Logistea’s nomination committee, which for the Annual General Meeting 2024 consists of Johan Karlsson (as representative of Slättö, and chairman of the nomination committee), Gabriel Cronstedt (as representative of Nordika Fastigheter), Malin Robertsson (as representative of Dragfast), and Patrik Tillman (as chairman of Logistea AB), has submitted proposals for resolutions regarding items 2 and 10-13 on the agenda.
Election of chairman of the meeting, item 2
The nomination committee proposes the chairman of the board of directors, Patrik Tillman, as chairman of the Annual General Meeting.
Resolution on disposition of the company's earnings in accordance with the adopted balance sheet, item 9 b)
The board of directors proposes that the Annual General Meeting resolves that no dividend shall be paid for the financial year 2023.
The board of directors proposes that the company's retained earnings be carried forward, of which a portion may be used to pay dividends on additional preference shares in accordance to below.
The board of directors proposes that the general meeting resolves that all new preference shares that may be issued by the board of directors by virtue of the authorisation proposed by the board of directors under item 18 below, shall give right to dividend, in accordance with Logistea’s articles of association, from the date of their entry in the share register maintained by Euroclear Sweden AB. This means that the right to receive the first dividend of SEK 8.75 per preference share arises on the first record date which occurs after the shares are recorded in the share register.
It shall not be possible to issue a larger number of preference shares than that after the payment of dividend on the preference shares, there is full coverage of the company’s restricted equity.
Determination of the number of directors of the board and the number of auditors and deputy auditors, item 10
The nomination committee proposes that the number of directors of the board of the company, for the period until the end of the next Annual General Meeting, shall continue to be six. The nomination committee proposes that the number of auditors shall be one registered accounting firm with no deputy auditor.
Determination of remuneration to the directors of the board and the auditor, item 11
For the period until the end of the next Annual General Meeting, the nomination committee proposes that remuneration to the board of directors shall be paid and distributed as follows. Remuneration for 2023 is presented below in brackets.
- The chairman of the board of directors: SEK 350,000 (SEK 325,000)
- Each of the other directors of the board: SEK 170,000 (SEK 160,000)
- Deputy chairman, if the board of directors appoints a deputy chairman: additional SEK 80,000 (unchanged)
- The chairman of the audit committee: SEK 70,000 (SEK 60,000)
- Each of the other members of the audit committee: SEK 30,000 (unchanged)
- No additional remuneration is paid to board members performing committee work in committees other than the audit committee.
The proposal means that the total remuneration for the board amounts to SEK 1,330,000 (previously SEK 1,245,000), including remuneration for committee work.
Remuneration to the auditor is proposed to be paid in accordance with approved invoices.
Election of directors and chairman of the board of directors, item 12
The nomination committee proposes that Patrik Tillman, Erik Dansbo, Jonas Grandér, Stefan Hansson and Anneli Lindblom shall be re-elected for the period until the end of the next Annual General Meeting. Sanja Batljan has declined re-election. Further, Maria Björkling is proposed as new board member for the period until the end of the next Annual General Meeting. Patrik Tillman is proposed as chairman of the board of directors.
Maria Björkling was born in 1985 and has a bachelor's degree in business administration and courses in sustainability such as climate calculation, TDFD reporting, etc. Maria is currently business developer and sustainability manager at Arwidsro Fastighets AB, board member of Mondo Redovisning AB and deputy board member of Maja Pernefeldt Sjukgymnastik + Träning AB and Brukshälsan Sport i Fagersta AB. Previous experience includes work as CFO at Metrolit Byggnads AB and business controller within the Tureberg group.
Further information about the proposed directors is available on the company’s website, www.logistea.se.
Election of auditor, item 13
In accordance with the audit committee's recommendation, the nomination committee proposes that the registered accounting firm Ernst & Young Aktiebolag is re-elected as the company’s auditor for the period until the end of the next Annual General Meeting. Ernst & Young Aktiebolag has informed that if they are re-elected, Gabriel Novella will continue as the auditor in charge.
Resolution on guidelines for remuneration to senior executives, item 14
The board of directors proposes that the Annual General Meeting resolves on the following guidelines for remuneration and other remuneration for the company's senior executives, to apply at most until the end of the Annual General Meeting in 2028.
The guidelines cover senior executives in the company. The guidelines shall apply to remuneration agreed, and changes made to already agreed remuneration, after the adoption of the guidelines by the Annual General Meeting 2024.
The guidelines' promotion of Logistea's business strategy, long-term interests and sustainability
An overall objective of the operations in Logistea is to create good development of shareholder value over time, which shall be achieved by implementing Logistea's business strategy. For further information on the company's business strategy, please see the company's website www.logistea.se.
A successful implementation of the company's business strategy and the safeguarding of the company's long-term interests, including its sustainability, requires that the company can recruit and retain qualified employees. Logistea shall therefore have the remuneration levels and employment conditions required to recruit and retain senior executives with good competence and capacity to achieve set goals, implement the business strategy and safeguard the company's long-term interests, including its sustainability work. Marketability and competitiveness shall apply as overall principles for the remuneration to senior executives, which these guidelines enable.
The forms of remuneration
Logistea shall offer market-based and competitive remuneration in relation to responsibility and authority. The remuneration shall also be based on factors such as the importance of the work tasks, the employee's competence, experience, and performance. The remuneration shall consist of a fixed salary, any variable remuneration, pension benefits and other benefits. In addition – and independently of these guidelines – the general meeting may decide on, for example, share and share price related remunerations.
Fixed salary
Remuneration for satisfactory performance shall be paid in the form of a fixed salary. The fixed salary shall be based on market conditions and determined with regard to competence, area of responsibility and performance. Senior executives do not receive remuneration for board assignments in the company or its subsidiaries.
Variable remuneration
In addition to fixed salary, variable remuneration that rewards clearly target-related performance in simple and transparent structures shall be able to be offered. The variable remunerations shall be linked to predetermined measurable criteria which shall be designed to promote the company's business strategy and long-term interests, including sustainability. The criteria shall be established annually by the remuneration committee and the board of directors respectively. Variable remuneration shall be based on outcomes in relation to set targets, both in relation to the company's results and in relation to individual performance, with the possibility to consider how the work effort contributes to the company's long-term interests. By linking the senior executives' remuneration to the company's performance and sustainability, the targets promote the implementation of the company's business strategy, long-term interests and competitiveness. The fulfilment of criteria for the payment of variable remuneration shall be measurable over a period of one year.
At the end of the measurement period for fulfilment of criteria for payment of variable remuneration, the extent to which the criteria have been fulfilled shall be assessed and determined. As regards financial targets, the assessment shall be based on the company's most recently published financial information. During the annual evaluation, the remuneration committee or, where applicable, the board of directors may adjust the targets and/or remuneration for both positive and negative extraordinary events, reorganizations and structural changes. Variable remuneration may amount to a maximum of 50 percent of the fixed annual salary and is paid in the form of cash non-pensionable salary.
Additional variable remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and are only made on an individual basis either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary work efforts in addition to the person's regular duties. The board of directors may decide that such additional remuneration shall be conditional on reinvestment in the company's shares. Such additional variable remuneration may not exceed an amount corresponding to 25 percent of the fixed annual salary and may not be paid more than once a year per individual. Decisions on such remuneration shall be made by the board of directors after preparation by the remuneration committee. Furthermore, the board of directors is entitled to reclaim variable remuneration paid based on information that has subsequently proved to be incorrect and misleadingly presented.
Pension benefits
Senior executives shall receive pension benefits in the form of retirement pension and waiver of premium, which shall be defined contribution, as well as health insurance, which shall be defined benefit. Variable remuneration shall not be pensionable, unless otherwise provided by mandatory collective agreement provisions applicable to the senior executive at the time of payment. Senior executives' pension benefits may not exceed 30 percent of the fixed annual salary, including vacation pay. The retirement age is 65 years.
Other benefits
Other benefits for senior executives may include, inter alia, health insurance, mobile phone and car benefit. Premiums and other costs related to such benefits may not exceed ten percent of the total fixed annual salary for the senior executive.
Notice of termination and severance pay
The notice period shall, in case of termination by the company, not exceed twelve months. Upon termination by the company, fixed salary during the notice period and severance pay may not exceed an amount corresponding to the fixed salary for two years. In the event of termination by the senior executive, the notice period shall not exceed six months, with no right to severance pay.
In addition, remuneration for any non-competition undertaking may be paid. Such remuneration shall compensate for any loss of income and shall only be paid during the period that the senior executive is not entitled to severance pay. The monthly remuneration shall amount to a maximum of 50 percent of the average monthly income for the twelve months preceding the termination of employment. The remuneration shall be paid for the duration of the non-compete undertaking, which shall be no more than nine months after the termination of employment.
Salary and employment conditions for other employees
In the preparation of the board of directors' proposal for these remuneration guidelines, the salary and employment conditions for Logistea's other employees have been taken into account by including information on the employees' total remuneration, the components of the remuneration and the increase and rate of increase over time as part of the remuneration committee's and the board of directors' basis for decision when evaluating the reasonableness of the guidelines and the limitations resulting from them.
Preparation and decision-making process
According to the Swedish Corporate Governance Code, the board of directors shall establish a remuneration committee which, in relation to the board of directors, shall have a preparatory function regarding remuneration principles, remuneration and other terms of employment for senior executives. The remuneration committee shall prepare the board of directors' decision on proposals for guidelines for remuneration to senior executives, remuneration and other terms of employment for this group and evaluate the application of the guidelines adopted by the annual general meeting. The board of directors shall prepare a proposal for new guidelines at least every four years and present the proposal for resolution at the annual general meeting. The guidelines shall apply until new guidelines are adopted by the general meeting. In case there is a need for significant changes to the guidelines, the board of directors shall prepare a proposal for new guidelines.
The remuneration committee shall also, within the framework of the guidelines adopted by the Annual General Meeting, prepare proposals regarding remuneration to the CEO and other senior executives. Furthermore, the remuneration committee shall monitor and evaluate during the year ongoing and completed programs for variable remuneration to senior executives as well as current remuneration structures and remuneration levels in Logistea. In addition, the remuneration committee shall annually prepare a remuneration report on the remuneration to senior executives of Logistea. When the remuneration committee and the board of directors consider and decide on remuneration-related matters, the CEO or other senior executives who are members of the group management shall not be present, to the extent they are affected by the matters.
Deviation of the guidelines
The board of directors may temporarily resolve to deviate from the guidelines, in whole or in part, if there are specific reasons for doing so in an individual case and a and a deviation is necessary to meet Logistea's long-term interests, including its sustainability, or to ensure the company's financial viability. As stated above, the remuneration committee's tasks include preparing the board of directors' decisions on remuneration matters, including decisions on deviations from the guidelines.
Description of changes to the guidelines etc.
In relation to the guidelines for remuneration to senior executives resolved by the Annual General Meeting 2022, the proposal entails a few minor changes in that, when assessing whether variable remuneration should be paid, it should be possible to consider, in addition to target fulfilment in relation to the established targets, how the individual’s work effort contributes to the company’s long-term interests, and that the board of directors shall be able to decide that additional variable remuneration shall be conditional on such remuneration being reinvestment in the company's shares. Other changes proposed in the guidelines are only editorial changes.
The board of directors has not received any comments from shareholders on the existing guidelines for remuneration to senior executives.
Resolution on approval of the remuneration report, item 15
The board of directors proposes that the Annual General Meeting resolves to approve the board of directors’ remuneration report according to Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution to amend the articles of association, item 16
The board of directors proposes that the Annual General Meetings resolves to amend provision 4 of the articles of association so that the limits for the company’s share capital are adjusted, and provision 5 so that the limits regarding the number of shares are adjusted. The proposed amendments are presented below.
| Current wording | Proposed amended wording |
| § 4 Share capital The share capital shall amount to not less than SEK 30,000,000 and not more than SEK 120,000,000. |
§ 4 Share capital The share capital shall amount to not less than SEK 105,000,000 and not more than SEK 420,000,000. |
| § 5 Shares The number of shares and share class The number of shares shall be not less than 80,000,000 and not more than 320,000,000. |
§ 5 Shares The number of shares and share class The number of shares shall be not less than 215,000,000 and not more than 860,000,000. |
Resolution on implementation of a long-term incentive program 2024/2027, including resolution on a directed issue of warrants with subsequent transfer to the participants, item 17
The board of directors proposes that the Annual General Meeting resolves to implement a long-term incentive program (“LTIP 2024/2027”) to existing and any future senior executives, key persons and employees in the company (the “Participants”) by issuing warrants to a wholly owned subsidiary of Logistea (the “Subsidiary”) and approve that the Subsidiary transfers these warrants to the Participants.
The issue is proposed to comprise a maximum of 630,000 warrants entitling to subscription of a maximum of 630,000 new ordinary shares of class B in Logistea, whereby the share capital may increase by a maximum of SEK 315,000, with reservation for possible recalculation in accordance with the full terms and conditions.
The right to subscribe for the warrants is granted, with deviation from the shareholders’ preferential rights to the Subsidiary which shall have the right and obligation to transfer the warrants to the Participants.
The warrants are issued free of charge to the Subsidiary while the transfer to the Participants shall be made against a payment corresponding to the market value based on the Black & Scholes valuation model.
The reason for the proposal is that the employees, through the implementation of an incentive program, are expected to have a personal and long-term ownership commitment, which is expected to lead to an increased interest in the business and the development of the results, increase the motivation, entail that Logistea may be able to retain and recruit competent and committed personnel, as well as result in an increased shareholder value for all shareholders.
- Issue of warrants
1.1 The board of directors of Logistea proposes that the Annual General Meeting resolves that the company shall issue a maximum of 630,000 warrants and that each warrant entitles the holder to subscribe for one (1) ordinary share of class B in Logistea.
1.2 The right to subscribe for warrants shall, with deviation from the shareholders' preferential rights, be granted to the Subsidiary. Over-subscription is not possible.
1.3 The reasons for the deviation from the shareholders' preferential rights is to promote the Participants' long-term commitment to Logistea by allowing them to participate in the company's share development and thereby promote the company's business and the value of the company's shares.
1.4 The warrants are issued free of charge to the Subsidiary.
1.5 Subscription of the warrants shall be made on a subscription list no later than 31 May 2024. The board of directors shall be entitled to extend the subscription period.
1.6 The warrants may be exercised to subscribe for ordinary shares of class B in Logistea during a four-week period from the day after the publication of the company’s interim report for the period 1 January – 31 March 2027, but not earlier than 1 April 2027 and not later than 10 June 2027 (or from the earlier or up to and including the later date that may follow from the full terms and conditions of the warrants). If any warrant holder is prevented from subscribing for shares during this period due to applicable insider regulation, the board of directors shall be entitled to allow the warrant holder to instead subscribe for shares as soon as he or she is no longer prevented from doing so, but not later than 30 calendar days after the impediment has ceased.
1.7 The subscription price per ordinary share of class B shall be 120 percent of the average price of the ordinary share of class B during the Measurement Period (as defined below). The average price of the ordinary share of class B during the Measurement Period is the average volume weighted price paid for the share on Nasdaq Stockholm during the period from 6 May 2024 up to and including 13 May 2024 (the “Measurement Period”). If Logistea has inside information during this period, the board of directors shall be entitled to postpone the Measurement Period for the average volume weighted price paid for the share. If the ordinary share of class B has not been traded for at least five (5) trading days at the start of the Measurement Period, the Measurement Period shall be postponed accordingly. The subscription price thus calculated shall be rounded to the nearest whole ten öre, whereby five öre shall be rounded up. The subscription price may not be lower than the quota value of the ordinary share of class B. If the subscription price exceeds the quota value, the excess amount (the premium) shall be included in the unrestricted share premium reserve in the company's balance sheet.
1.8 Shares subscribed for through the exercise of the warrants carry the right to dividends as of the first record date occurring after subscription of the shares by exercise of the warrants has been executed.
1.9 Complete terms and conditions for the warrants are set out in “Terms and conditions for warrants of series 2024/2027”, which are kept available in Swedish on the company’s website, www.logistea.se.
- Approval of transfer of warrants to senior executives and employees
2.1 The board of directors proposes that the general meeting approves that the Subsidiary transfers a maximum of 630,000 warrants in LTIP 2024/2027 to the Participants, or otherwise dispose of the warrants in order to secure the commitments due to LTIP 2024/2027.
2.2 The right to acquire the warrants shall be granted to the Participants in accordance with the principles set out in 2.5 below. A condition for the Participants to be entitled to acquire warrants is that they sign an agreement with the Subsidiary regarding, inter alia, pre-emption rights and/or repurchase rights for the Subsidiary in certain cases.
2.3 The warrants shall be offered to the Participants at a price corresponding to an estimated market value for the warrants using the Black & Scholes valuation model. The valuation shall be made by an independent valuation institute. For acquisitions made by new Participants after the end of the initial application period, a new market price shall be determined in a corresponding manner. The value of the warrants has preliminary been calculated to SEK 1.45 per warrant. The preliminary valuation has been conducted by an independent valuation institute, People & Corporate Performance AB. The valuation of the theoretical market value of the warrants is based on a value of the company’s ordinary share of class B of SEK 12.88 (which corresponds to the closing price of Logistea’s ordinary share of class B on 19 March 2024), a subscription price for subscription of one ordinary share of class B of SEK 15.15, that the term of the warrants is approximately 3 years, certain assumptions on risk-free interest and future dividends, and an assumed volatility level during the term of the warrants of 25 percent.
2.4 Warrants shall be transferred to the Participants during 2024, as soon as practically possible after the Annual General Meeting.
2.5 Allotment shall be made to the following categories of senior executives, employees and key persons. In total, LTIP 2024/2027 may include a maximum of 17 persons and 630,000 warrants.
| Category | Granted number of warrants per Participant1) | Maximum number of warrants per Participant |
| CEO and deputy CEO (2 persons) |
90,000 Total within the category: 180,000 |
135,000 |
| Other management group (4 persons) |
70,000 Total within the category: 280,000 |
105,000 |
| Other senior executives (approximately 3 persons) |
30,000 Total within the category: 90,000 |
45,000 |
| Other employees and consultants (approximately 8 persons) |
10,000 Total within the category: 80,000 |
15,000 |
1) In case of new recruitments, the individual allotment shall be adaptable to allow for the participation of such new recruits.
2.6 If warrants remain after all applications have been satisfied up to the guarantee level according to the table in section 2.5, the remaining number may be allotted to Participants, regardless of category. However, such allotment may at most mean that the maximum number of warrants per person within a certain category amount to the maximum number set out in the table in section 2.5. If not all Participants who wish to subscribe for the maximum number of warrants set out in the table in section 2.5 are able to do so, the remaining warrants shall be allotted to these Participants pro rata in relation to the number of warrants subscribed for, however, at most up to the maximum level set out in the table in section 2.5. The board of directors of the company decides on the final allotment.
2.7 The maximum number of Participants that may be included in the program also includes future employees and key persons within Logistea provided that they start their employment no later than in 2024. For such acquisitions and allotments, the terms and conditions shall be equivalent to what is stated in this proposal. This means, among other things, that acquisitions shall be made at the current market value.
- Miscellaneous
3.1 Dilution
Based on the number of shares in the company at the time of issuing the notice to the Annual General Meeting, the proposed incentive program, upon exercise of all warrants, entails a dilution of approximately 0.3 percent of the number of shares in the company. According to item 3.2 below, an alternative exercise model may be applied upon exercise of the warrants, which means that each warrant as a starting point entitles to a lower number of shares and that the expected dilution of the program is thus lower than the maximum dilution according to the above.
3.2 Alternative exercise model
The participants in LTIP 2024/2027 shall have the right to, upon subscription for shares using the warrants, request that an alternative exercise model shall be applied in accordance with the complete terms and conditions. Upon application of the alternative exercise model, the subscription price for each share shall correspond to SEK 0.50 (corresponding to the quota value of the share) and the warrants shall entitle to a recalculated, generally lower, number of shares. However, the warrants shall not entitle to more than one (1) ordinary share of class B per warrant, subject to any recalculation in accordance with the complete terms and conditions for the warrants. Assuming that the subscription price for the ordinary shares of class B that the warrants entitle to subscription of are set at SEK 15.50, the recalculation at full subscription by exercising all 630,000 warrants at the share prices for the company’s ordinary share of class B prior to the subscription period for the warrants stated below has the following result:
Illustrative calculation example based on an assumed subscription price of SEK 15.50
| Share price | Total dilution | Total number of new ordinary shares of class B |
| 17.50 | 0.03% | 74,118 |
| 20.00 | 0.07% | 145,385 |
| 22.50 | 0.09% | 200,455 |
| 25.00 | 0.11% | 244,286 |
Recalculation of the number of shares that each warrant entitles to subscription of shall be carried out by the company in accordance with the following formula:
| recalculated number of ordinary shares of class B that each warrant entitles to subscription of = | The ordinary share of class B’s average price during the first five trading days following the first day in the subscription period (“Actual Share Price”) reduced by the subscription price- (divided by) -Actual Share Price reduced by SEK 0.50 (corresponding to the quota value of the share) |
3.3 Costs and impact on key ratios
Considering that the warrants will be transferred to the Participants at an estimated market value, LTIP 2024/2027 is not expected to entail any costs other than certain costs for preparation and administration, as well as the issue of shares upon exercise of the warrants.
The warrants will not result in any accounting consequences. However, the dilution effect of the warrants may affect key ratios per share in accordance with applicable accounting standards.
If the company would repurchase warrants in cases where this is possible according to the separate agreements with the Participants, the estimated issue proceeds relating to repurchased warrants would not be realized and any premium already paid would be refunded.
The company considers offering loans to Participants for the acquisition of warrants under LTIP 2024/2027, to the extent it is compatible with Chapter 21 of the Swedish Companies Act.
3.4 Other outstanding share-related incentive programs
Logistea has two outstanding warrant programs established in 2021 and 2023 respectively for employees and consultants. Apart from these, there are no outstanding share-related incentive programs in Logistea. More information about Logistea’s incentive programs can be found on Logistea’s website, www.logistea.se, and in note 26 in Logistea’s annual report for 2023.
3.5 Preparation of the program
The principles for LTIP 2024/2027 have been prepared by the company’s board of directors and remuneration committee. The proposal has been prepared with the support of external advisors and after consultations with shareholders. The board of directors has subsequently decided to submit this proposal to the general meeting. Except from the employees who prepared the matter according to instructions from the board of directors, no employee who may be covered by the program has participated in the preparation of the terms and conditions.
Resolution on authorisation for the board of directors to resolve on new issue of shares, item 18
The board of directors proposes that the board of directors be authorised, within the limits of the articles of association applicable at the time of exercise of the authorisation, on one or several occasions during the period until the next Annual General Meeting, to decide on new issues of ordinary shares of class A, B and D and/or preference shares with or without deviation from the shareholders’ preferential rights. Based on the authorisation, the number of shares that may be issued may correspond to an increase of a maximum of one hundred (100) percent of the total number of shares issued in the company at the time of the Annual General Meeting, however, the number of preference shares that may be issued by virtue of the authorisation may only amount to so many shares that the dividend on the shares is covered by the company’s restricted equity. The shares may be subscribed for in cash, by contribution in kind or by way of set-off or on terms set out in Chapter 2, Section 5 of the Swedish Companies Act.
The purpose of the authorisation is to increase the company’s financial flexibility and the board of director’s scope for action. If the board of directors decides on an issue with deviation from the shareholders’ preferential rights, the reason shall be to enable external fundraising for the financing of the company’s business, acquisitions of properties or property-owning companies and/or acquisition of other companies or operations.
A new issue decided by virtue of the authorisation which takes place with deviation from the shareholders' preferential rights shall be in line with market terms.
Resolution on authorisation for the board of directors to resolve on repurchase of own ordinary shares, item 19
The board of directors proposes that the general meeting authorises the board of directors to, on one or several occasions for the period until the end of the next Annual General Meeting, resolve to acquire a maximum number of own ordinary shares so that the company holds a maximum of five percent of all shares in the company at any time following the acquisition. Acquisitions may only be conducted on Nasdaq Stockholm and at a price within the price range for the share price prevailing at any time, i.e., the range between the highest ask price and the lowest bid price. In the event that the acquisitions are effected by a stock broker as assigned by the company, the price of own ordinary shares may, however, correspond to the volume weighted average price during the time period within which the ordinary shares were acquired, even if the volume weighted average price on the record day to the company falls outside the price range. Payment for the ordinary shares shall be made in cash.
The purpose of the above authorisation regarding repurchase of own ordinary shares is to adjust the company’s capital structure according to the capital requirements from time to time, thereby contributing to an increased shareholder value, as well as to be able to transfer own ordinary shares of as payment, or in order to finance acquisitions of real property companies or business for real property, or in order to finance real property investments. The purpose of the authorisation does not include trading in the company’s own shares for short-term profit.
Majority requirements
A resolution by the Annual General Meeting in accordance with item 17 (resolution on implementation of a long-term incentive program 2024/2027, including resolution on a directed issue of warrants with subsequent transfer to the participants) is valid only where supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting, and the Annual General Meetings resolution regarding items 16 and 18 – 19 (resolution to amend the articles of association, resolution on authorisation for the board of directors to resolve on new issue of shares and resolution on authorisation for the board of directors to resolve on repurchase of own ordinary shares) are valid only where supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Authorisation
The CEO, or anyone appointed by the CEO, shall be authorised to make the minor adjustments in the meeting's resolutions that may be required in connection with registration at the Swedish Companies Registration Office or due to other formal requirements.
Number of shares and votes
At the time of issuing this notice, the total number of shares in the company is 236,855,975, of which 17,087,861 are ordinary shares of class A with one vote per share and 219,768,114 are ordinary shares of class B with one tenth of a vote per share. The total number of votes amounts to 39,064,672.40. At the time of issuing this notice, the company held no shares in treasury.
Right to information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, at the general meeting provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the company's financial situation. The obligation to provide information also applies to the company’s relationship to another group company, the consolidated financial statements and the circumstances mentioned above with regard to subsidiaries.
Miscellaneous
The complete proposals of the board of directors and the nomination committee, the nomination committees motivated statement and information on the proposed board members are available at Logistea at the company’s head office at Ingmar Bergmans gata 4, Stockholm, Sweden, and at the company’s website, www.logistea.se.
The annual report, the auditor's statement, consolidated financial statement, consolidated audit report, the board of director’s remuneration report and the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act on the application of guidelines for remuneration to senior executives are held available at the company’s head office and website from no later than three weeks before the Annual General Meeting. The documents will also be sent to any shareholder who so requests and provide their postal or e-mail address.
Personal data processing
For information on how personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in March 2024
Logistea AB (publ)
The board of directors