Notice to attend the Extraordinary General Meeting in Logistri Fastighets AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Spotlight |
| Sektor | Fastigheter |
| Industri | Förvaltning |
The shareholders in Logistri Fastighets AB (publ), reg.no. 559122-8654 (“Logistri”), are hereby invited to the Extraordinary General Meeting on Friday 13 June 2025, at 9:30 a.m. CEST at Advokatfirman Cederquist’s premises, Hovslagargatan 3, Stockholm, Sweden. Registration will commence at 9:00 a.m. CEST.
Notification, etc.
Shareholders wishing to attend the meeting:
- shall be entered as shareholder in the share register kept by Euroclear Sweden AB on Wednesday 4 June 2025; and
- shall give notice of their attendance to the company no later than Monday 9 June 2025.
Notice of attendance may be given by e-mail to annica.von.schoting@cederquist.se, by post to Advokatfirman Cederquist, P.O. Box 1670, SE-111 96, Stockholm, Sweden, Att: Annica von Schoting (mark the envelope with “Logistri EGM 2025”), or by phone +46 (0)8 522 066 67 on weekdays between 9.00 a.m. and 4.00 p.m. CEST. When giving notice, please state your name or company name, address, telephone number, personal identification number or company registration number, and any assistants attending the Extraordinary General Meeting, if applicable.
Nominee-registered shares
To be entitled to attend the meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the company, register such shares in their own names so that the shareholder is recorded in the share register as of 4 June 2025. 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 determined by the nominee. Voting rights registrations effected no later than 9 June 2025 will be considered in the presentation of the share register.
Proxies and assistants, 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 their notice of attendance. Shareholders represented by proxy shall issue a written 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 doesn’t exist, a corresponding document shall be enclosed. In order to facilitate the registration at the meeting, the power of attorney and certificate of incorporation and other authorisation documents should be provided to Logistri at the address stated above no later than 9 June 2025. A proxy form is available on the company's website, www.logistri.se. Shareholders may bring one or two assistants, but only if the shareholders have notified the company in accordance with this notice.
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.
- The Board of Directors‘ proposal to amend the Articles of Association and share split.
- The Board of Directors’ proposal to amend the Articles of Association.
- The Board of Directors' proposal to authorise the Board of Directors to resolve on new issue of shares.
- Closing of the meeting.
Election of chairman of the meeting (item 2)
Fredrik Lundén, member of the Swedish bar association, is proposed to be elected as chairman of the Extraordinary General Meeting.
The Board of Directors' proposal to amend the Articles of Association and share split (item 7)
The Board of Directors of Logistri proposes that the general meeting resolves to (i) adopt new Articles of Association, whereby the limits of the number of shares are amended, two new share classes (class A shares and class B shares) are introduced and a conversion clause regarding class A shares is introduced (all current shares shall be class A shares), and (ii) increase the number of shares in the Logistri through a share split, whereby one (1) existing share will be divided into ten (10) shares (share split 10:1). Upon registration of the new Articles of Association and the share split, the existing shares will be converted into class A shares and class B shares in a ratio of 1:9, whereby ten (10) existing shares will be converted into one (1) class A share and nine (9) class B shares. Following the completion of the share split and conversion of shares, the number of shares in Logistri will increase from 7,335,000 to 73,350,000 and the number of votes will increase from 7,335,000 to 13,936,500. The proposed share split entails that the quota value of each share will change from SEK 1.00 to SEK 0.1. Following the implementation of the resolution above, the number of class A shares will be 7,335,000 and the number of class B shares will be 66,015,000.
The purpose of the amendment to the Articles of Association, the share split and the conversion of shares is to create additional flexibility in the company’s ability to raise equity capital, increase the liquidity of a class of shares and, through the share split, ensure a satisfactory distribution of ownership in the class B shares. Logistri intends to continue to be able to use its shares as a means of payment when financing acquisitions and investments, and to enable a broadening of the company's owner base, which is why the Board of Directors also proposes a continued issue authorisation in accordance with item 9 on the agenda.
The size of the dividend to shareholders resolved by the 2025 Annual General Meeting will not be affected by the Board's proposal under this item 7. The resolved dividend will be distributed at one-tenth (1/10) per share in connection with increase of the number of shares in Logistri from 7,335,000 to 73,350,000.
The Board of Directors proposes that the meeting shall authorise the Board of Directors to determine the record date for the share split, which as per the date of this notice is expected to be 2 July 2025. The record date may not occur prior to the date of registration of the resolution with the Swedish Companies Registration Office.
Against this background, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend § 5 of the Articles of Association in accordance with the following.
| Current wording | Proposed wording |
| § 5 Number of shares The number of shares shall be no less than 7,000,000 and no more than 28,000,000. | § 5 Number of shares The number of shares shall be no less than 70,000,000 and no more than 280,000,000.Shares may be issued in two classes designated as class A shares and class B shares. Class A shares and class B shares are hereinafter referred to collectively as shares.Each class A share entitles to one (1) vote at a general meeting and each class B share entitles to one-tenth (1/10) of a vote at a general meeting. All classes of shares may be issued to an amount corresponding to a maximum of 100 per cent of the share capital. Conversion clause Upon registration of these Articles of Association, all outstanding shares shall be divided, whereby one (1) share shall be divided into ten (10) shares. Upon registration of these Articles of Association, the issued shares shall also be converted into class A shares and class B shares in a ratio of 1:9, meaning that ten (10) existing shares shall be converted into one (1) class A share and nine (9) class B shares. The conversion shall be effected when it has been registered in the Companies Register and entered in the record register. Dividend on shares All shares shall be entitled to dividends without preferential rights between them. Dissolution of the company If the company is dissolved, all shares shall be entitled to equal payment from the company's remaining assets. Preferential right If the company decides, through a new issue of shares that is not effected against payment in the form of a non-cash issue, to issue class A shares and class B shares, holders of class A shares and class B shares shall have preferential rights to the subscription of new shares of the same class in relation to the number of shares already held (primary preferential right). Shares that are not subscribed for on the basis of primary preferential rights will be offered to all shareholders for subscription (subsidiary preferential right). If the number of shares offered on this basis is insufficient for subscription based on subsidiary preferential rights, the shares shall be distributed in relation to the number of shares already held and, insofar as this is not possible, by drawing of lots. If the company decides, through a new issue of shares that is not effected against payment in the form of a non-cash issue, to issue class A shares or class B shares alone, all shareholders, irrespective of whether their shares are of class A or class B, shall have preferential rights to subscribe for new shares in proportion to the number of shares owned prior to the issue. What is stated above concerning the shareholders' preferential rights shall apply in a corresponding manner to the issuance of warrants and convertible debentures. The aforementioned stipulations shall not constitute any infringement on the possibility to make a decision regarding a cash or an offset issue whereby the shareholders' preferential rights are disapplied. In the event of an increase in share capital through a bonus issue, in which new shares are to be issued, new shares of each series are to be issued in relation to the number of shares of the same series already held. In this context, old shares of a certain series shall carry rights to new shares of the same series. The aforementioned stipulation shall not constitute any infringement on the possibility, following the requisite amendment of the Articles of Association, to issue shares of a new series through a bonus issue. |
The Board of Directors' proposal to amend the Articles of Association (item 8)
The Board of Directors of Logistri proposes that the Extraordinary General Meeting resolves to adopt new Articles of Association whereby the conversion clause added to the Articles of Association under item 7 is deleted and a conversion clause regarding the conversion of A shares to B shares is introduced.
| Proposed wording according to item 7 | Proposed wording according to item 8 |
| § 5 Number of shares The number of shares shall be no less than 70,000,000 and no more than 280,000,000.Shares may be issued in two classes designated as class A shares and class B shares. Class A shares and class B shares are hereinafter referred to collectively as shares.Each class A share entitles to one (1) vote at a general meeting and each class B share entitles to one-tenth (1/10) of a vote at a general meeting. All classes of shares may be issued to an amount corresponding to a maximum of 100 per cent of the share capital. Conversion clause Upon registration of these Articles of Association, all outstanding shares shall be divided, whereby one (1) share shall be divided into ten (10) shares. Upon registration of these Articles of Association, the issued shares shall also be converted into class A shares and class B shares in a ratio of 1:9, meaning that ten (10) existing shares shall be converted into one (1) class A share and nine (9) class B shares. The conversion shall be effected when it has been registered in the Companies Register and entered in the record register. Dividend on shares All shares shall be entitled to dividends without preferential rights between them. Dissolution of the company If the company is dissolved, all shares shall be entitled to equal payment from the company's remaining assets. Preferential right If the company decides, through a new issue of shares that is not effected against payment in the form of a non-cash issue, to issue class A shares and class B shares, holders of class A shares and class B shares shall have preferential rights to the subscription of new shares of the same class in relation to the number of shares already held (primary preferential right). Shares that are not subscribed for on the basis of primary preferential rights will be offered to all shareholders for subscription (subsidiary preferential right). If the number of shares offered on this basis is insufficient for subscription based on subsidiary preferential rights, the shares shall be distributed in relation to the number of shares already held and, insofar as this is not possible, by drawing of lots. If the company decides, through a new issue of shares that is not effected against payment in the form of a non-cash issue, to issue class A shares or class B shares alone, all shareholders, irrespective of whether their shares are of class A or class B, shall have preferential rights to subscribe for new shares in proportion to the number of shares owned prior to the issue. What is stated above concerning the shareholders' preferential rights shall apply in a corresponding manner to the issuance of warrants and convertible debentures. The aforementioned stipulations shall not constitute any infringement on the possibility to make a decision regarding a cash or an offset issue whereby the shareholders' preferential rights are disapplied. In the event of an increase in share capital through a bonus issue, in which new shares are to be issued, new shares of each series are to be issued in relation to the number of shares of the same series already held. In this context, old shares of a certain series shall carry rights to new shares of the same series. The aforementioned stipulation shall not constitute any infringement on the possibility, following the requisite amendment of the Articles of Association, to issue shares of a new series through a bonus issue. | § 5 Number of shares The number of shares shall be no less than 70,000,000 and no more than 280,000,000.Shares may be issued in two classes designated as class A shares and class B shares. Class A shares and class B shares are hereinafter referred to collectively as shares.Each class A share entitles to one (1) vote at a general meeting and each class B share entitles to one-tenth (1/10) of a vote at a general meeting. All classes of shares may be issued for an amount corresponding to a maximum of 100 per cent of the share capital. Conversion clause Holders of class A shares are entitled to request that such shares be converted to class B shares. Requests for conversion, which shall be made in writing and specify the number of class A shares to be converted into class B shares and, unless the request applies to the entire holding, which class A shares are to be converted, shall be made to the Board of Directors. The company shall within a month provide notification of the conversion to the Swedish Companies Registration Office for registration. Conversions become effective when the shares have been registered and a note of this has been entered in the record register. Dividend on shares All shares shall be entitled to dividends without preferential rights between them. Dissolution of the company If the company is dissolved, all shares shall be entitled to equal payment from the company's remaining assets. Preferential right If the company decides, through a new issue of shares that is not effected against payment in the form of a non-cash issue, to issue class A shares and class B shares, holders of class A shares and class B shares shall have preferential rights to the subscription of new shares of the same class in relation to the number of shares already held (primary preferential right). Shares that are not subscribed for on the basis of primary preferential rights will be offered to all shareholders for subscription (subsidiary preferential right). If the number of shares offered on this basis is insufficient for subscription based on subsidiary preferential rights, the shares shall be distributed in relation to the number of shares already held and, insofar as this is not possible, by drawing of lots. If the company decides, through a new issue of shares that is not effected against payment in the form of a non-cash issue, to issue class A shares or class B shares alone, all shareholders, irrespective of whether their shares are of class A or class B, shall have preferential rights to subscribe for new shares in proportion to the number of shares owned prior to the issue. What is stated above concerning the shareholders' preferential rights shall apply in a corresponding manner to the issuance of warrants and convertible debentures. The aforementioned stipulations shall not constitute any infringement on the possibility to make a decision regarding a cash or an offset issue whereby the shareholders' preferential rights are disapplied. In the event of an increase in share capital through a bonus issue, in which new shares are to be issued, new shares of each series are to be issued in relation to the number of shares of the same series already held. In this context, old shares of a certain series shall carry rights to new shares of the same series. The aforementioned stipulation shall not constitute any infringement on the possibility, following the requisite amendment of the Articles of Association, to issue shares of a new series through a bonus issue. |
The complete proposal of the amended Articles of Association is available on Logistri’s website, www.logistri.se.
The resolution under this item 8 is conditional upon the Extraordinary General Meeting resolving in accordance with the Board's proposal under item 7 above.
The Board of Directors' proposal to authorise the Board of Directors to decide on new issue of shares (item 9)
In light of the Board of Directors‘ proposal to amend the Articles of Association, split the shares and introduce two share classes under items 7 and 8 of the agenda, the Board of Directors proposes that the Annual General Meeting resolves on a continued authorisation for the Board of Directors, with or without deviation from the shareholders’ preferential rights, on one or more occasions until the next Annual General Meeting, to resolve on increase of the company's share capital through new issues of class A shares and/or class B shares. A maximum amount of shares may be issued corresponding to fifty (50) per cent of the total number of outstanding shares in the company as per the date when the authorisation to issue shares is exercised for the first time, whereby the number of class A shares issued may not exceed an amount corresponding to the proportion of existing class A shares in relation to the total number of shares in the company at the time of exercise of the authorisation, to the extent that such issue can be made without amending the Articles of Association.
The issues shall be made at a market based subscription price determined by the Board of Directors in consultation with the company's financial advisers, taking into account any market-based issue discount, as applicable, and payment shall, in addition to cash payment, be made in kind or by set-off, or otherwise subject to conditions.
The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights is to enable issues of shares to be made to finance acquisitions of real property or real property companies, or parts of real property or real property companies, or to in order to finance investments in new or existing real properties, and/or to enable a broadening of the company’s owner base.
Majority requirements
Resolutions in accordance with the Board's proposals under items 7, 8 and 9, are valid only were supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Authorisation
The Board of Directors, the CEO or anyone appointed by the Board of Directors, shall be authorised to make the minor adjustments and clarifications in the meeting’s resolutions as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden AB.
Number of shares and votes
As of the date of this notice, the total number of shares in the company is 7,335,000, with one vote per share.
Right to information
The Board of Directors and the CEO shall, if any shareholder so requests and if the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
Documents
Documents that shall be made available pursuant to the Swedish Companies Act will be made available, at the company's address, Logistri Fastighets AB (publ), c/o Pareto Business Management AB, Berzelii Park 9, våning 9, i Stockholm, Sweden, and on the company's website www.logistri.se, no later than three weeks before the meeting. The documents will also be sent to shareholders who request them and provide their postal address or email address.
Personal data processing
In connection with the notice, the company will process the personal data requested above regarding shareholders. The personal data collected from the share register, the notice of participation in the Extraordinary General Meeting and information about proxies and assistants will be used for registration, preparation of the voting list for the Extraordinary General Meeting and, where applicable, the minutes of the meeting. The personal data will only be used for the Extraordinary General Meeting. For further information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_____________________
Stockholm in May 2025
Logistri Fastighets AB (publ)
The Board of Directors
For further information, please contact
David Träff, CEO
Logistri Fastighets AB (publ)
Telephone: + 46 (0)70 089 04 66
david.traff@logistri.se
Joachim Carlsson, CFO
Logistri Fastighets AB (publ)
Telephone: +46 (0)79 359 87 18
joachim.carlsson@logistri.se
About Logistri Fastighets AB (publ)
Logistri Fastighets AB (publ) is a real estate company that invests in commercial properties primarily in the light industry, warehousing and logistics segments. The vision is to be a stable and long-term partner to companies that demand business-adapted and sustainable premises. The company's overall objective is to generate a stable cash flow and a high risk-adjusted return with high customer confidence. Our tenants are active in various industries, most of which are Swedish and international industrial and engineering companies. The properties are located in Stockholm, Gothenburg and in southern and central Sweden, in close proximity to strategic infrastructure such as major roads, railways and ports. The company is headquartered in Stockholm. The company's share was listed on the Spotlight Stock Market in 2017. Logistri is included in the MSCI Global Micro Cap index.
For more information regarding Logistri Fastighets AB, please visit www.logistri.se.