The shareholders of Logistri Fastighets AB (publ), reg. no 559122-8654 (the “Company”), are hereby summoned to the Annual General Meeting on Wednesday, 22 April 2026 at 10:00 (CEST), at the Company’s premises at Skeppsbron 26, SE-111 30 Stockholm,…
The shareholders of Logistri Fastighets AB (publ), reg. no 559122-8654 (the “Company”), are hereby summoned to the Annual General Meeting on Wednesday, 22 April 2026 at 10:00 (CEST), at the Company’s premises at Skeppsbron 26, SE-111 30 Stockholm, Sweden. Entry and registration begin at 09:30 (CEST).
Exercise of voting rights at the Annual General Meeting
Shareholders wishing to exercise their voting rights at the Annual General Meeting must:
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be registered in the share register kept by Euroclear Sweden AB on Tuesday, 14 April 2026 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed on Thursday, 16 April 2026; and
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give notice of participation in accordance with the instructions under the heading “Notification of attendance for participation in person or by proxy” no later than Thursday, 16 April 2026.
Notification of attendance for participation in person or by proxy
Shareholders wishing to participate in the Annual General Meeting in person or by proxy must notify the Company of their intention to attend no later than Thursday, 16 April 2026, either by e-mail to [email protected] or by post to Selma Legal AB, Kungsgatan 6, SE-111 43 Stockholm, Sweden (Attn: Logistri AGM 2026).
The notification must state the shareholder’s name or company name, personal identity number or company registration number, address, telephone number and, where applicable, the number of accompanying assistants.
A shareholder who does not wish to attend in person may exercise his or her voting rights at the Annual General Meeting through a proxy holding a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent authorisation document for the legal entity must be enclosed.
To facilitate admission to the Annual General Meeting, powers of attorney, certificates of registration and other authorisation documents should be received by the Company at the address Selma Legal AB, Kungsgatan 6, SE-111 43 Stockholm, Sweden (Attn: Logistri AGM 2026) no later than Thursday, 16 April 2026. Please note that notification of participation at the Annual General Meeting must be made even if the shareholder intends to exercise his or her voting rights by proxy. A submitted power of attorney does not constitute notification of participation at the Annual General Meeting. Proxy forms in Swedish and English are available on the Company’s website (www.logistri.se).
Proposed agenda
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Opening of the meeting.
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Election of the chair of the Annual General Meeting.
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Preparation and approval of the voting list.
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Approval of the agenda.
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Election of one (1) or two (2) persons to verify the minutes.
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Resolution on whether the Annual General Meeting has been duly convened.
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Presentation of the annual report and the auditor’s report as well as the consolidated financial report and the auditor’s report on the consolidated financial report.
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Resolutions regarding:
a) adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet
b) allocation of the Company’s profit or loss in accordance with the adopted balance sheet
c) discharge from liability of the members of the board of directors and the managing director.
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Determination of the number of members of the board of directors and deputy members.
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Determination of the remuneration to the members of the board of directors and the auditor.
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Election of:
a) members of the board of directors and any deputy members.
b) auditors and any deputy auditors.
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Resolution regarding instructions for the nomination committee.
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Resolution regarding guidelines for remuneration to senior executives.
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Resolution regarding amendment of the Articles of Association.
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Resolution on an authorisation for the board of directors to resolve on issuances of shares, warrants and/or convertible instruments.
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Resolution regarding the establishment of a warrant programme including issuance and transfer of warrants.
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Resolution regarding amendment of the terms and conditions for warrants of series 2023/2028.
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Closing of the Annual General Meeting.
Proposed resolutions
Prior to the Annual General Meeting 2026, a group of representatives of the Company’s largest shareholders has acted as an informal nomination committee and prepared proposals that would normally be submitted by a nomination committee but which, formally, are submitted by shareholders prior to the Annual General Meeting 2026. Ahead of the Annual General Meeting 2026, the informal nomination committee consists of Sven-Erik Holmberg (representing Solid Cap), Bile Daar (representing Peter Lindell) and Mattias Ståhlgren (representing himself), who together represent approximately 40 per cent of the votes in the Company. These shareholders submit proposals for resolutions in accordance with items 2, 9, 10, 11 and 12.
The board of directors, for its part, submits proposals for resolutions in accordance with items 5, 8, 13, 14, 15, 16 and 17.
Item 2 – Election of the chair of the Annual General Meeting
Olle Nykvist is proposed as chair of the meeting.
Item 5 – Election of one (1) or two (2) persons to verify the minutes
The board of directors proposes that the Annual General Meeting elect one or two persons proposed by the chair of the meeting and who are not members of the board of directors or employees of the Company to verify the minutes of the Annual General Meeting. The assignment of the person verifying the minutes shall also include verifying the voting register.
Item 8 b) – Resolution regarding allocation of the Company’s profit or loss in accordance with the adopted balance sheet
The board of directors proposes that, of the distributable profits amounting to SEK 807,602,392, a dividend of SEK 0.28 per A share and B share shall be distributed. The board of directors’ proposal for dividend entails a total dividend of SEK 27,071,333.52 and that payment of the dividend shall be made on four separate occasions before the next Annual General Meeting. This means that at each payment occasion SEK 0.07 per A share and B share, or a total of SEK 6,767,833.38, will be paid.
The proposed record dates for dividend on A and B shares in accordance with the above are 24 April 2026, 30 June 2026, 30 September 2026 and 30 December 2026.
The board of directors has further proposed that the Annual General Meeting resolve on amendment of the Articles of Association in accordance with item 14 and that the Annual General Meeting resolve on authorisation for the board of directors to resolve on issuances of shares, warrants and/or convertibles. Subject to approval of the proposed resolutions, the board of directors may, until the Annual General Meeting 2027, resolve on the issue of up to 9,668,333 shares (A, B or D shares).
The board of directors proposes that the first payment of dividend on shares that may be issued pursuant to the authorisation under item 15 below may occur on the dividend payment date that falls after the first record date following registration of the new shares with the Swedish Companies Registration Office and their entry in the Company’s share register.
The board of directors proposes that dividends on D shares shall be made in accordance with the proposed Articles of Association under item 14 and paid in four equal instalments. The proposed record dates for dividend on D shares are 30 June 2026, 30 September 2026, 30 December 2026 and 31 March 2027.
This means that the total dividend on shares that may be issued pursuant to the authorisation (assuming that the authorisation is fully utilised and that the shares are entered in the share register before the relevant record date for dividend at the first payment occasion proposed above and that the Annual General Meeting resolves on amendment of the Articles of Association pursuant to item 14) may amount to a maximum of SEK 19,336,666 in total.
The total dividend proposed to be resolved upon amounts to a maximum of SEK 46,407,999.52. The board of directors proposes that the remaining distributable profits shall be carried forward.
Item 8 c) – Resolution regarding discharge from liability for the members of the board of directors and the managing director
Resolution regarding discharge from liability is proposed to be adopted through separate, individual resolutions in the following order:
a) Henrik Viktorsson (board member and chair)
b) Patrik von Hacht (board member)
c) Mattias Ståhlgren (board member)
d) Helena Elonsson (board member)
e) Robin Englén (board member)
f) David Träff (managing director)
Item 9 – Determination of the number of members of the board of directors and deputy members
It is proposed that the Annual General Meeting resolve that the board of directors, for the period until the end of the next Annual General Meeting, shall consist of six (6) members without deputy members.
Item 10 – Determination of fees payable to the board of directors and the auditor
It is proposed that the Annual General Meeting resolve that fees to the board of directors, for the period until the end of the next Annual General Meeting, shall be paid as follows:
a) SEK 180,000 shall be paid to the chair of the board of directors and SEK 120,000 shall be paid to each of the other members of the board of directors,
b) SEK 30,000 shall be paid to the chair of the audit committee and SEK 15,000 shall be paid to each of the other members of the committee, and
c) no remuneration shall be paid to the chair or the members of the remuneration committee.
It is further proposed that the Annual General Meeting resolve that remuneration to the auditor shall be paid in accordance with approved invoices.
Item 11 – Election of board of directors and auditor
It is proposed that the Annual General Meeting resolve, for the period until the end of the next Annual General Meeting, to elect:
a) Members of the board of directors: (i) Henrik Viktorsson (re-election), (ii) Patrik von Hacht (re-election), (iii) Mattias Ståhlgren (re-election), (iv) Robin Englén (re-election), (v) Cecilia Ekeblom (new election) and (vi) Johanna Bjärnemyr (new election). Helena Elonsson has informed that she declines re-election.
b) Chair of the board of directors: Henrik Viktorsson (re-election).
c) Auditor: Ernst & Young Aktiebolag (re-election). Ernst & Young Aktiebolag has informed the Company that Fredric Hävrén will step down and will be replaced by Katrine Söderberg as the Company’s auditor in charge.
Information regarding the proposed board of directors
Information regarding members of the board of directors proposed for re-election is available on the Company’s website (www.logistri.se).
Cecilia Ekeblom (born 1971) is co-founder and CEO of AboutValue Stockholm AB, a financial and advisory firm focused on real estate companies, investments and entrepreneur-led companies. She has extensive experience in accounting, group reporting, corporate structuring and financial advisory services. Cecilia has worked closely with company management teams and boards of directors in connection with acquisitions, divestments, mergers and restructurings, and has experience in supporting companies before and during listing processes and changes of listing venue. Her work includes matters relating to valuation, capital structure, financing and NAV-based analysis within the property sector. Cecilia has extensive experience of board-related work and of contributing to well-balanced decision-making with a focus on long-term value creation, risk awareness and sound corporate governance.
Johanna Bjärnemyr (born 1983) has several years of experience from the real estate sector, with particular expertise in legal matters, corporate governance and regulatory compliance in a listed environment. Since 2021, Johanna Bjärnemyr has served as Chief Legal Officer of the listed company Catella AB. Johanna previously served as General Counsel of Hemfosa Fastigheter AB and worked with real estate and corporate law at a law firm for 12 years. Johanna holds a Master of Laws (LL.M.) degree from Stockholm University.
Having regard to the rules regarding independence of board members in the Swedish Corporate Governance Code, all proposed members of the board of directors except Henrik Viktorsson are considered independent in relation to the Company, the executive management and the Company’s major shareholders. Henrik Viktorsson is considered dependent in relation to the Company, the executive management and the Company’s major shareholders.
Item 12 – Resolution regarding instructions for the nomination committee
It is proposed that the Annual General Meeting resolve to adopt the following instructions for the nomination committee:
§ 1 –General provisions regarding the nomination committee and the instruction
The nomination committee is the general meeting’s body for the preparation of certain appointment and remuneration matters to be resolved upon by the general meeting.
The nomination committee shall conduct its work in accordance with this instruction for the nomination committee (the “Instruction”).
The Instruction and any amendments thereto shall be adopted by the general meeting. The nomination committee shall annually evaluate the Instruction and, where appropriate, propose amendments thereto in advance of the ordinary general meeting (Annual General Meeting).
The nomination committee shall safeguard the interests of all shareholders in its work.
The nomination committee shall be subject to confidentiality regarding the affairs of the Company and may not improperly disclose information obtained in the course of the nomination committee’s work.
The work of the nomination committee shall be based on public information regarding Logistri. Members should be informed in advance if any information is deemed to constitute inside information. Members should have the possibility to abstain when such inside information is being handled.
The chair of the board of directors shall convene the nomination committee.
§ 2 – Composition of the nomination committee
2.1 Appointment of members of the nomination committee
The nomination committee shall consist of at least three members. The chair of the board of directors, or a person appointed by the chair of the board of directors, shall contact the largest shareholders in order of voting power. The nomination committee shall be appointed by the three largest owner-registered shareholders in terms of voting power each appointing one member to the nomination committee. When determining which shareholders constitute the three largest shareholders in terms of voting power, a group of shareholders shall be considered as one shareholder if they have been owner-grouped in the Euroclear system or in a reliable information service. If a shareholder declines or fails, within one (1) week after being contacted, to appoint a member, the question shall be passed to the next shareholder in the order until the nomination committee is complete.
The managing director or any other member of the executive management shall not be a member of the nomination committee. A member of the board of directors may be a member of the nomination committee but may not constitute a majority of the members of the nomination committee. A member of the board of directors shall not serve as chair of the nomination committee.
At least two members of the nomination committee shall be independent in relation to the Company and its management. At least one member of the nomination committee shall be independent in relation to the shareholder who controls the largest number of votes in the Company (or a group of shareholders cooperating regarding the management of the Company).
2.2 Term of office
The nomination committee shall be appointed for a term commencing at the time when its composition is announced and ending when the next nomination committee has been formed.
2.3 Organisation
Unless the members agree otherwise, the chair of the nomination committee shall be the member appointed by the largest shareholder (assessed on the basis of shareholding).
A shareholder who has appointed a member of the nomination committee shall be entitled to dismiss such member and appoint a new member to replace him or her. Likewise, if a member leaves the nomination committee at his or her own request before the end of the term of office, the shareholder who appointed the member shall be entitled to appoint a new member.
2.4 Disclosure of composition
The names of the persons who are to form the nomination committee and the names of the shareholders who have appointed them shall be published on the Company’s website no later than six months prior to the Annual General Meeting. Any changes to the composition of the nomination committee shall be announced on the Company’s website as soon as possible. The website shall also provide information on how shareholders may submit proposals to the nomination committee.
§ 3 – Valberedningens sammanträden
The nomination committee shall meet as often as is necessary for the nomination committee to fulfil its duties. If a member so requests, the nomination committee shall be convened.
Notice of meetings shall be issued by the chair in due time, and the chair shall lead the work of the nomination committee. Meetings may be held in such form as the members of the nomination committee deem appropriate.
The nomination committee shall constitute a quorum when more than half of the total number of members of the nomination committee are present. The opinion supported by more than half of the members present shall constitute the decision of the nomination committee or, in the event of a tied vote, the opinion supported by the chair.
§ 4 – Duties of the nomination committee
The nomination committee shall prepare proposals in accordance with the points set out below to be submitted to the Annual General Meeting for resolution. All proposals shall be presented to the board of directors of the Company no later than six (6) weeks prior to the date of the Annual General Meeting. The nomination committee’s proposals shall be included in the notice convening the general meeting at which the election of board members or auditors is to take place. In connection with the issuance of the notice, the nomination committee shall publish on the Company’s website a reasoned statement regarding its proposal for the board of directors. The nomination committee, or a person appointed by the nomination committee, shall present and motivate its proposals at the relevant general meeting in accordance with the provisions set out in the Instruction. In its work regarding proposals for the election of members of the board of directors, the nomination committee shall strive to achieve diversity in the board’s experience and competence.
• Proposal regarding the chair of the general meeting
• Proposal regarding the number of members of the board of directors
• Proposal regarding the election of members of the board of directors (including the chair of the board)
• Proposal regarding the election of auditors
• Proposal regarding remuneration to the board of directors (including the allocation between the chair and the other members)
• Proposal regarding remuneration to the auditor
Proposals for the election of auditor shall also include the board of directors’ recommendation in the matter. In the event that the board of directors’ recommendation is not followed by the nomination committee, the reasons for this shall be specifically stated.
The nomination committee shall, in connection with the above, provide the necessary supplementary information regarding each proposal, including the following information in respect of proposals for election of members of the board of directors:
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year of birth and principal education and professional experience,
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assignments within the Company and other significant assignments,
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holdings of shares and other financial instruments in the Company by the individual and related natural or legal persons,
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whether the member, according to the nomination committee, is to be regarded as independent in relation to the Company and the executive management and in relation to major shareholders in the Company,
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in the case of re-election, the year in which the member was first elected to the board of directors, and
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other information that may be of importance to shareholders, including in the assessment of the proposed member’s competence and independence.
§ 5 –Remuneration and costs
No remuneration shall be paid to the members of the nomination committee. The Company shall reimburse reasonable costs deemed necessary for the nomination committee to fulfil its assignment.
Item 13 – Resolution regarding guidelines for remuneration to senior executives
The board of directors proposes that the Annual General Meeting resolve to adopt the following guidelines:
Guidelines for remuneration to senior executives
These guidelines apply to Logistri Fastighets AB (publ), reg. no 559122-8654 (the “Company”). The guidelines cover salary and other remuneration to the managing director and other persons forming part of the Company’s management (senior executives).
The guidelines shall apply to remuneration agreed, and amendments made to existing remuneration arrangements, after the adoption of the guidelines by the general meeting. The guidelines do not apply to remuneration resolved upon by the general meeting.
Promotion of the Company’s business strategy, long-term interests and sustainability
The Company is a real estate company with a business strategy based on the following cornerstones:
• Long-term customer relationships and tenants with stable businesses
• Management of properties in a long-term and sustainable manner
• Development of properties for existing and new tenants
• Acquisitions of properties with a focus on cash flow in attractive market locations in growing regions
• Investments in properties that constitute operationally and strategically important assets for the tenants
Further information regarding the Company’s business strategy is available at https://www.logistri.se.
Successful implementation of the Company’s business strategy and safeguarding of the Company’s long-term interests and sustainability efforts presuppose that the Company can recruit and retain qualified employees. The Company shall therefore offer remuneration and other employment conditions that enable the Company to secure access to senior executives with the competence required by the Company. Market-based and competitive remuneration shall be overarching principles for remuneration to senior executives in the Company.
Forms of remuneration
Remuneration and other employment conditions shall be market-based in order to enable the Company to retain and recruit competent senior executives. Remuneration may consist of fixed base salary, variable cash remuneration, pension benefits, insurance and other benefits. In addition, the general meeting may – and independently of these guidelines – resolve on, for example, share-based or share price-related remuneration.
To the extent that a member of the board of directors performs work for the Company in addition to board work, a market-based consultancy fee may be paid.
Fixed salary
Senior executives shall receive a fixed base salary that is market-based and determined on the basis of the individual’s area of responsibility, competence and performance. The fixed base salary shall be reviewed annually for each calendar year.
Variable remuneration
Senior executives may receive annual variable cash remuneration, which shall be designed to promote the Company’s long-term value creation. The variable remuneration shall be linked to predetermined and measurable criteria, which may be financial and non-financial. The financial criteria shall be linked to growth in the Group’s net asset value and to growth in the Company’s property management result. The non-financial criteria shall be linked to operational objectives, such as customer satisfaction and sustainability efforts. The criteria for variable remuneration shall be prepared by the remuneration committee and adopted by the board of directors, with the intention that they shall be aligned with the Company’s business strategy, long-term interests and sustainability.
Fulfilment of the criteria for payment of variable cash remuneration shall be measured over a period of one year. Variable cash remuneration for the managing director may not exceed an amount corresponding to a maximum of one half of the total fixed base salary during the measurement period. For other senior executives, variable cash remuneration may not exceed an amount corresponding to a maximum of one third of the total fixed base salary during the measurement period.
When the measurement period for fulfilment of the criteria for payment of variable cash remuneration has ended, it shall be determined to what extent the criteria have been fulfilled. The remuneration committee shall be responsible for the assessment of variable cash remuneration to the managing director. The managing director shall be responsible for the assessment regarding other senior executives. With respect to financial objectives, the assessment shall be based on the most recently published financial information of the Company.
Additional variable cash remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary work efforts beyond the individual’s ordinary duties. Such remuneration may not exceed an amount corresponding to one third of the fixed annual cash salary, and may not be paid more than once per year and per individual. Decisions regarding such remuneration shall be made by the board of directors upon proposal by the remuneration committee.
The board of directors shall have the possibility, pursuant to law or agreement, to reclaim in whole or in part variable remuneration paid on incorrect grounds.
Pension contributions
Senior executives shall be offered market-based pension terms and pension levels. Pension benefits shall be defined contribution, alternatively defined benefit where the individual concerned is covered by a defined benefit pension arrangement. For each senior executive, pension contributions may amount to a maximum of 30 per cent of the fixed annual base salary.
Other benefits
Other benefits may be provided and may include, inter alia, life insurance, health insurance and wellness benefits. Such benefits may in total amount to a maximum of 10 per cent of the fixed annual base salary.
Termination of employment
Upon termination of employment by the Company, the notice period shall be a maximum of nine (9) months. The fixed base salary during the notice period, including any remuneration for non-competition undertakings thereafter, may in total not exceed an amount corresponding to the fixed base salary for twelve (12) months. Upon termination by the executive, the notice period may be a maximum of nine (9) months. No severance pay shall be payable upon termination by the executive.
Salary and employment conditions for employees
In the preparation of the board’s proposal for these remuneration guidelines, salary and employment conditions for the Company’s employees have been taken into account by including information regarding employees’ total remuneration, the components of remuneration, and the increase and rate of increase in remuneration over time as part of the remuneration committee’s and the board’s decision-making basis when evaluating the reasonableness of the guidelines and the limitations following from them.
The decision-making process for establishing, reviewing and implementing the guidelines
The board of directors has established a remuneration committee. The duties of the committee include preparing the board’s decisions on proposals for guidelines for remuneration to senior executives. The board shall prepare proposals for new guidelines at least every fourth year and submit the proposal to the Annual General Meeting for resolution. The guidelines shall apply until new guidelines have been adopted by the General Meeting. The remuneration committee shall also monitor and evaluate programmes for variable remuneration for the Company’s management, the application of the guidelines for remuneration to senior executives, and the current remuneration structures and remuneration levels in the Company.
When the board considers and resolves upon remuneration-related matters, the managing director or other members of the Company’s management shall not be present, to the extent they are concerned by the matters.
Deviation from the guidelines
The board of directors may resolve to temporarily deviate from the guidelines, in whole or in part, if in a specific case special reasons exist and a deviation is necessary in order to safeguard the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the duties of the remuneration committee include preparing the board’s decisions in remuneration matters, including decisions regarding deviations from the guidelines. Any deviation shall be reported and motivated annually in the remuneration report.
Item14 – Resolution on amendment of the Articles of Association
The board of directors proposes that the Annual General Meeting resolve to amend the Articles of Association by way of: (i) minor editorial updates, (ii) the introduction of a new class of shares (D shares) by adopting a new wording of Section 5 of the Articles of Association in accordance with what is set out below, and (iii) the introduction of a new Section 10 of the Articles of Association in order to create flexibility in relation to future general meetings.
The board proposes the following amendment to the Articles of Association to enable the introduction of a new share class D, in order to prepare and create flexibility for future capital raisings, with the purpose of over time optimising the Company’s capital structure and maximising shareholder value:
| Current wording | Proposed wording |
| § 5 Number of shares The number of shares shall be not less than 70,000,000 and not more than 280,000,000. Shares may be issued in two classes designated Class A shares and Class B shares. Class A shares and Class B shares are hereinafter collectively referred to as shares. Each Class A share entitles the holder to one (1) vote at a general meeting and each Class B share entitles the holder to one tenth (1/10) of a vote at a general meeting. All share classes may be issued in an amount corresponding to not more than 100 per cent of the share capital. Conversion clause Class A shares shall, upon request by the holder of such shares, be converted into Class B shares. A request for conversion, which shall be made in writing and state the number of Class A shares to be converted into Class B shares and, if the request does not relate to the entire holding, which Class A shares the conversion relates to, shall be made to the board of directors. The company shall notify the Swedish Companies Registration Office of the conversion for registration in the Companies Register within one month. The conversion is effected when registration has been completed and the conversion has been recorded in the central securities depository register. Dividends All shares shall carry equal rights to dividends without any priority between them. Dissolution of the company In the event that the company is dissolved, all shares shall carry equal rights to payment out of the company’s remaining assets. Pre-emption rights If the company resolves to issue new shares through a new issue of shares that is not made in consideration for contribution in kind, holders of Class A shares and Class B shares shall have preferential rights to subscribe for the new shares in such a way that each existing share shall carry preferential rights to subscribe for new shares of the same class (primary preferential rights). Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be allocated among the subscribers in proportion to the number of shares they previously hold and, to the extent this cannot be done, by drawing lots. If the Company resolves to issue only Class A shares or only Class B shares through a new issue of shares that is not made in consideration for contribution in kind, all shareholders, irrespective of whether their shares are Class A shares or Class B shares, shall have preferential rights to subscribe for new shares in proportion to the number of shares they previously hold. What has been stated above regarding shareholders’ preferential rights shall apply correspondingly in the event of an issue of warrants or convertibles. The above shall not entail any restriction on the possibility to resolve upon a cash issue or set-off issue with deviation from the shareholders’ preferential rights. If the share capital is increased through a bonus issue in which new shares are issued, new shares shall be issued in each share class in proportion to the number of shares of the same class that already exist. In such case, existing shares of a certain class shall carry entitlement to new shares of the same class. What has now been stated shall not entail any restriction on the possibility of issuing shares of a new class through a bonus issue following the necessary amendment to the Articles of Association. | § 5 Number of shares The number of shares shall be not less than 70,000,000 and not more than 280,000,000. Shares may be issued in three (3) classes designated Class A shares, Class B shares and Class D shares. Class A shares, Class B shares and Class D shares are hereinafter collectively referred to as shares. Each Class A share entitles the holder to one (1) vote at a general meeting and each Class B share and Class D share entitles the holder to one tenth (1/10) of a vote at a general meeting. Class A shares and Class B shares may be issued in an amount corresponding to not more than 100 per cent of the share capital in aggregate and Class D shares may be issued in an amount corresponding to not more than 15 per cent of the share capital in aggregate. Conversion clause Class A shares shall, upon request by the holder of such shares, be converted into Class B shares. A request for conversion, which shall be made in writing and state the number of Class A shares to be converted into Class B shares and, if the request does not relate to the entire holding, which Class A shares the conversion relates to, shall be made to the board of directors. The Company shall notify the Swedish Companies Registration Office of the conversion for registration in the Companies Register within one month. The conversion is effected when registration has been completed and the conversion has been recorded in the central securities depository register. Dividends All shares shall carry equal rights to dividends without any priority between them. If a dividend, or other form of value transfer, is resolved upon, the following shall apply: Class A shares and Class B shares shall be entitled to the same value transfer per share. Class D shares shall be entitled to five (5) times the aggregate value transfer on all outstanding Class A shares and Class B shares, however not exceeding two (2) SEK per share and year. Value transfer on Class D shares shall only take place through cash dividends. If the dividend per Class D share is less than two (2) kronor, the dividend limitation of two (2) SEK shall be increased so that the amount by which the dividend has fallen short of two (2) SEK per year may be distributed at a later time if sufficient dividend on the shares is resolved upon, after which the dividend limitation shall revert to two (2) SEK. Payment of dividends in respect of Class D shares shall be made in four (4) equal instalments. Record dates for payment of dividends shall be the last business day in June, September, December and March. Dissolution of the company In the event that the company is dissolved, the company’s remaining assets shall be distributed as follows: Up to an amount corresponding to the Cap Amount (as defined below), Class A shares and Class B shares shall be entitled to payment of one half of the amount (distributed equally among each of such shares) and Class D shares shall be entitled to the other half of the amount (distributed equally among each of such shares). Class D shares shall otherwise not carry any right to a share of the company’s remaining assets. The Cap Amount shall be calculated as: 32 SEK multiplied by the number of Class D shares in the company at the time of the resolution on the dissolution of the company multiplied by two (2) (the “Cap Amount”). In the event that the company’s remaining assets exceed the Cap Amount, the excess shall be distributed equally among each of the Class A shares and Class B shares. Pre-emption rights If the company resolves to issue new shares through a new issue of shares that is not made in consideration for contribution in kind, holders of shares shall have preferential rights to subscribe for the new shares in such a way that each existing share shall carry preferential rights to subscribe for new shares of the same class (primary preferential rights). Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for the subscription that takes place with subsidiary preferential rights, the shares shall be allocated among the subscribers in proportion to the number of shares they previously hold and, to the extent this cannot be done, by drawing lots. If the Company resolves to issue only one class of shares through a new issue of shares that is not made in consideration for contribution in kind, all shareholders, irrespective of whether their shares are Class A shares, Class B shares or Class D shares, shall have preferential rights to subscribe for new shares in proportion to the number of shares they previously hold. What has been stated above regarding shareholders’ preferential rights shall apply correspondingly in the event of an issue of warrants or convertibles. The above shall not entail any restriction on the possibility to resolve upon a cash issue or set-off issue with deviation from the shareholders’ preferential rights. If the share capital is increased through a bonus issue in which new shares are issued, new shares shall be issued in each share class in proportion to the number of shares of the same class that already exist. In such case, existing shares of a certain class shall carry entitlement to new shares of the same class. What has now been stated shall not entail any restriction on the possibility of issuing shares of a new class through a bonus issue following the necessary amendment to the Articles of Association. |
In order to facilitate and increase flexibility in the conduct of general meetings, the board further proposes that the Annual General Meeting resolve to enable collection of proxies at the Company’s expense and postal voting in connection with general meetings through the introduction of a new Section 10 in the Articles of Association as follows:
| Current wording | Proposed wording |
| N/A | § 10 Collection of proxies and postal voting The board of directors may collect proxies at the expense of the company in accordance with the procedure described in Chapter 7 Section 4, second paragraph of the Swedish Companies Act (2005:551). The board of directors may, before a general meeting, resolve that the shareholders before the general meeting shall have the right to exercise their voting rights by post in accordance with the procedure stated in Chapter 7 Section 4a of the Swedish Companies Act (2005:551). |
The complete Swedish wording of the proposed Articles of Association is available on the Company’s website (www.logistri.se).
The board of directors, the managing director, or the person appointed by the board of directors shall be authorised to make such minor adjustments to the resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office.
A resolution pursuant to this item shall be valid only if supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.
Item 15 – Resolution on an authorisation for the board of directors to resolve on issuances of shares, warrants and/or convertible instruments
The board of directors proposes that the Annual General Meeting resolve to authorise the board of directors to, on one or more occasions during the period up to the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, resolve upon issuances of shares, warrants and/or convertibles. The reason for the deviation from the shareholders’ preferential rights shall be to meet the Company’s capital requirements and secure the Company’s continued operations and development, as well as to enable future acquisitions. The board of directors shall have the right to resolve that payment shall be made in cash, through contribution in kind, by set-off or otherwise subject to conditions. If new shares are issued with deviation from the shareholders’ preferential rights, the share issue shall be carried out on market terms.
The authorisation shall be limited so that the total number of shares issued, or that may be issued upon exercise of warrants or convertibles, may not exceed ten (10) per cent of the total number of shares in the Company at the time of the Annual General Meeting.
The board of directors, the managing director, or the person appointed by the board of directors shall be authorised to make such minor adjustments to the resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office.
A resolution pursuant to this item shall be valid only if supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.
Item 16 – Resolution regarding the establishment of a warrant programme including issuance and transfer of warrants
The board of directors proposes that the Annual General Meeting resolve to establish a warrant-based incentive programme through an issue of warrants of series 2026/2030 to the Company, or a subsidiary designated by the Company, and approve the transfer of warrants of series 2026/2030 to certain employees within the group on the terms set out below.
Background
The board of directors considers it important and in the interest of all shareholders that the managing director, other senior executives and employees of the Company who are deemed important for the continued development of the Company have a long-term interest in a favourable value development of the Company’s share. A personal long-term ownership commitment may be expected to contribute to increased interest in the Company’s business and earnings development, and to enhance the participants’ motivation and sense of affiliation with the Company and its shareholders.
A description of the preparation of the proposal, valuation, costs of the programme and effects on key ratios is set out in the board of directors’ complete proposal for resolution.
A. Issue of warrants
The board of directors proposes that the general meeting resolve on a directed issue of not more than 550,000 warrants of series 2026/2030, entailing an increase in the share capital upon full exercise of not more than SEK 55,000. The resolution shall otherwise be subject to the following terms.
1. Number of warrants issued
The Company shall issue not more than 550,000 warrants of series 2026/2030. Each warrant shall entitle the holder to subscribe for one (1) new Class B share in the Company.
2. Subscription right
The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, be exclusive to the Company, or a subsidiary designated by the Company, with the right and obligation to transfer the warrants to employees in the Company or the Company’s subsidiaries in accordance with section B below. The reason for deviating from the shareholders’ preferential rights is that the warrants shall be utilised to implement the incentive programme 2026/2030.
3. Issue price
The warrants shall be issued free of charge to the Company, or a subsidiary designated by the Company.
4. Subscription period
The warrants shall be subscribed for on a separate subscription list within two (2) weeks from the issue resolution. The board of directors shall have the right to extend the subscription period.
5. Exercise period
Each warrant entitles the holder to subscribe for one (1) new Class B share in the Company. The warrants may be exercised by notification of subscription of new Class B shares during the period commencing on the day following the publication of the interim report for the period 1 January – 31 March 2030, and during a period of three weeks thereafter, however not earlier than 1 April 2030 and not later than 30 June 2030.
6. Subscription price
The subscription price for a Class B share upon exercise of a warrant shall correspond to 125 per cent of the calculated volume-weighted average price paid for the Company’s Class B share on Spotlight Stock Market during the period from 15 May 2026 up to and including 28 May 2026. If the Company possesses insider information during this period, the board of directors shall have the right to postpone the measurement period. The subscription price may not be lower than the current quota value of the Class B share. To the extent the subscription price exceeds the quota value of the previously issued Class B shares, the excess amount (the share premium) shall be recorded in the unrestricted share premium reserve in the Company’s balance sheet.
As set out in the complete terms and conditions for the warrants (only available in Swedish), holders shall have the right to subscribe for Class B shares through a so-called nettostrike procedure, whereby a lower number of Class B shares may be subscribed for at a subscription price corresponding to the quota value of the Class B shares.
7. Share capital increase
Upon full exercise of the warrants, the Company’s share capital may increase by not more than SEK 55,000 (assuming the current quota value and that no recalculation has taken place in accordance with the complete terms and conditions for the warrants).
8. Dividend
Class B shares subscribed for by exercise of warrants shall carry the right to dividends for the first time on the record date for dividends occurring closest after the subscription has been effected.
9. Complete terms and conditions
The complete terms and conditions of the warrants are set out in “Villkor för Logistri Fastighets AB (publ) teckningsoptioner serie 2026/2030” (only available in Swedish). It is stated therein, inter alia, that the subscription price and the number of Class B shares that each warrant entitles the holder to subscribe for may be recalculated in connection with bonus issues, new share issues and in certain other cases.
b. Approval of transfer of warrants
The board of directors proposes that the Annual General Meeting resolve to approve that the Company, or a subsidiary designated by the Company, may transfer not more than 550,000 warrants of series 2026/2030 to employees of the Company or its subsidiaries on the following terms.
1. Participants and allocation
The right to acquire warrants from the Company, or a subsidiary designated by the Company, shall accrue to the following senior executives and employees of the Company:
| Participant | Maximum number of warrants per participant |
| Managing director | 150,000 |
| CFO | 100,000 |
| Deputy managing director och head of real estate | 100,000 |
| Head of business development | 100,000 |
| Other employees (four participants) | 25,000 per participant (in total 100,000) |
If warrants remain after all applications have been satisfied, the remaining number of warrants shall be allocated equally among the participants. If such allocation is not possible, allocation shall be made by drawing lots.
The right to subscribe for warrants shall only accrue to persons who, at the end of the application period, have not resigned or been given notice of termination.
Transfer to participants presupposes that the acquisition of warrants may legally take place and that, in the opinion of the board of directors, it may be carried out with reasonable administrative and financial efforts.
Warrants held by the Company, or a subsidiary designated by the Company, which have not been transferred in accordance with this section B.1 or which are later repurchased from participants may either be retransferred to employees of the Company or its subsidiaries or cancelled by the Company following a decision by the board of directors. Cancellation shall be notified to the Swedish Companies Registration Office for registration.
2. Price and payment
The warrants shall be transferred on market terms at a price (premium) corresponding to the calculated market value of the warrants at the time of transfer, determined by applying a generally accepted valuation model calculated by an independent valuation institute. For acquisitions made by new employees after the expiry of the initial application period, a new market price shall be determined in a corresponding manner.
Payment for allotted warrants shall be made in cash no later than 20 banking days after notification of acquisition. In the event of transfer to new employees, the board of directors shall determine a corresponding payment date. The warrants shall otherwise be subject to market-based terms.
3. Right of first refusal and termination of employment
A condition for the allotment of warrants is that the participant has entered into a separate right-of-first-refusal agreement with the Company. The agreement entails that the warrants shall be subject to an obligation for a participant who wishes to transfer or otherwise dispose of the warrants to a third party to first offer the Company or its subsidiaries the right to acquire the warrants. The warrants shall also be subject to a right for the Company or its subsidiaries to repurchase the warrants if a participant’s employment with or assignment for the Company or its subsidiaries terminates during the term of the programme.
The board of directors, the managing director, or the person appointed by the board of directors shall be authorised to make such minor adjustments to the resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
A resolution pursuant to this item shall be valid only if supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting.
Item 17 – Resolution regarding amendment of the terms and conditions for warrants of series 2023/2028
The General Meeting on 26 April 2023 resolved to establish warrants of series 2023/2028.
In order to adapt the warrant terms for series 2023/2028 to the terms subsequently adopted for the warrant programme series 2025/2029, and to further promote the purpose of the incentive programme – to strengthen the alignment of interests between the Chief Executive Officer and the shareholders – the board of directors proposes that the annual general meeting resolve to amend the warrant terms for series 2023/2028 through the introduction of the possibility of so-called nettostrike exercise in § 3 (Right to subscribe for new shares), through the insertion of three new paragraphs as set out below:
”Notwithstanding the terms set out in the first paragraph above, the subscription price shall, if the holder so requests, amount to an amount corresponding to the quota value of the share, provided that a recalculation of the number of shares that each warrant entitles the holder to subscribe for shall first take place in accordance with the following formula:
| Recalculated number of shares that each warrant entitles the holder to subscribe for | = | Y x (A – B) |
| A |
| | | |
| | | Y = previous number of shares that each warrant entitles the holder to subscribe for A = the average market price of the share during a period of 10 trading days immediately preceding the day on which the holder may first submit a subscription notification pursuant to § 3 (average share price) B = previous subscription price minus the quota value of the share |
The average share price shall be deemed to correspond to the volume-weighted average price paid for the Company’s share during the calculation period on Nasdaq Stockholm or another trading venue or regulated market on which the Company’s shares are listed or traded. If the Company’s shares are not listed or traded on Nasdaq Stockholm or another organised trading venue or regulated market, the value of the share shall instead be determined by an independent valuer appointed by the Company.
Recalculation of the subscription price and the number of new shares to which each warrant entitles the holder may take place in the cases set out in § 8 below. If such recalculation results in the subscription price being lower than the quota value of the share, the redemption price shall nevertheless correspond to the quota value of the share.”
In all other respects, the terms and conditions for warrants of series 2023/2028 shall remain unchanged.
The board of directors considers that the proposed amendment creates greater flexibility in connection with the exercise of the warrants and contributes to ensuring that the purpose of the incentive programme may be achieved in an appropriate manner. The board of directors further considers that the amendment does not entail any material negative impact on the Company or its shareholders.
The complete terms and conditions for warrants of series 2023/2028 in Swedish are available on the Company’s website (www.logistri.se).
Number of shares and votes
As of the date of this notice, the total number of (i) shares in the Company amounts to 96,683,334 (of which 7,335,000 are Class A shares and 89,348,334 are Class B shares) and (ii) votes in the Company amounts to 16,269,833.4. The Company holds no treasury shares as of the date of this notice.
Shareholders’ right to receive information
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without significant harm to the Company, provide information regarding circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company’s financial situation. The duty to provide information also applies to the Company’s relationship with another group company, the consolidated accounts and such circumstances regarding subsidiaries as referred to above.
Available documents
Complete proposals for resolutions and other documentation to be made available prior to the Annual General Meeting will be available at the Company’s premises at Skeppsbron 26, SE-111 30 Stockholm, and on the Company’s website no later than three weeks prior to the annual general meeting. The documents will also be sent to shareholders who so request and provide their postal address. Such request may be sent to Selma Legal AB, Kungsgatan 6, SE-111 35 Stockholm (Attn: Logistri AGM 2026) or by e-mail to [email protected].
Processing of personal data
In connection with the notification of participation, the Company will process the personal data requested above concerning shareholders. The personal data collected from the share register, the notification of participation in the annual general meeting and information regarding proxies and assistants will be used for registration, preparation of the voting list for the annual general meeting and, where applicable, the minutes of the meeting. The personal data will only be used for the annual general meeting. For further information regarding how your personal data is processed, please refer to the privacy policy available on the website of Euroclear Sweden AB: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Stockholm in March 2026Logistri Fastighets AB (publ)
The board of directors