Pre-Annual General Meeting Information • Apr 4, 2025
Pre-Annual General Meeting Information
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The shareholders in Logistea AB, reg. no 556627-6241, are hereby given notice to the Annual General Meeting that will be held on Friday 9 May 2025 at 10.00 a.m. CEST at Advokatfirman Cederquist's office, Hovslagargatan 3, Stockholm, Sweden. Registration begins at 09.30 a.m. CEST.
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.
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 30 April 2025; and
shall give notice of their attendance at the general meeting to the company no later than Monday 5 May 2025.
Notice of attendance may be given by e-mail to [email protected], by post to Advokatfirman Cederquist, P.O. Box 1670, SE-111 96, Stockholm, Sweden, Att: Annica von Schoting (mark the envelope with "Logistea AB, AGM 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 at the Annual 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.
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 30 April 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 decided by the nominee. Voting right registrations effected no later than the second banking day after 30 April 2025 will be considered in the preparation of the share register.


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 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 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 Monday 5 May 2025. A proxy form is available on the company's website, www. logistea.se/en/.
A designated form shall be used for postal voting. The postal voting form is available on Logistea' s website, www.logistea.se/en/. 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 Monday 5 May 2025. The completed and signed form shall be sent by post to Advokatfirman Cederquist, P. O. Box 1670, SE-111 96, Stockholm Sweden, Att: Annica von Schoting (mark the envelope with "Logistea AB, AGM 2025"), or by e-mail to [email protected]. Shareholders may also submit the postal vote electronically by verification with BankID through ttps://app.verified. eu/web/postrosta2022/source=logistea9maj2025/en.


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/en/. If the shareholder is a legal entity, a certificate of incorporation or a corresponding authorisation document shall be enclosed with the form.


Logistea's nomination committee, which for the Annual General Meeting 2025 consists of Patrik Essehorn (as representative of M2 Capital Management AB, and chairman of the nomination committee), Gabriel Cronstedt (as representative of Nordika Fastigheter), Marianne Bekken (as representative of Bewi Invest AS), and Patrik Tillman (as chairman of Logistea AB), has submitted proposals for resolutions regarding items 2 and 10–14 on the agenda.
The nomination committee proposes the chairman of the board of directors, Patrik Tillman, as chairman of the Annual General Meeting.
The board of directors proposes that the Annual General Meeting resolves on a dividend in a total amount of SEK 0.1 per share for the financial year 2024. The dividend is proposed to be paid on two occasions. As record date for the first payment of SEK 0.05 per share, the board of directors proposes Tuesday 13 May 2025, and for the second payment of SEK 0.05 per share, Thursday 13 November 2025 is proposed. If the Annual General Meeting resolves in accordance with the proposal, the first part of the dividend is estimated to be distributed by Euroclear Sweden AB on Friday 16 May 2025 and the second part on Tuesday 18 November 2025.
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 be five. The nomination committee proposes that the number of auditors shall be one registered accounting firm with no deputy auditor.
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 to the auditor is proposed to be paid in accordance with approved invoices.
The nomination committee proposes that the directors Patrik Tillman, Mia Arnhult, Jonas Grandér, and Anneli Lindblom shall be re-elected for the period until the end of the next Annual General Meeting. Karl-Erik Bekken and Bjørnar André Ulstein have declined re-election. Further, Stig Wærnes is proposed as new director for the period until the end of the next Annual General Meeting. Patrik Tillman is proposed as chairman of the board of directors.
Further information about the proposed directors is available on the company's website, www. logistea.se/en/.
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 it is re-elected, Gabriel Novella will continue as the auditor in charge.
The nomination committee proposes that the general meeting resolves to adopt a new instruction to the nomination committee to apply until further notice. The proposed instruction to the nomination committee is set out below.
The nomination committee shall consist of five (5) members, of which one (1) member shall be the chairman of the board of directors. The chairman of the board of directors shall contact the four (4) largest shareholders in the company measured by voting rights as of the last trading day in August each year. If any of the four largest shareholders do not wish to appoint a member to the nomination committee, the next largest shareholder that have not been asked to appoint a representative to the nomination committee shall be asked, etc. The nomination committee appoints a chairman from among its members, who may not be a member of the company's board of directors.
A member of the nomination committee shall, before accepting the commission, carefully consider whether there is a conflict of interest or other circumstances that could make it inappropriate to participate in the nomination committee.
The appointed members, together with the chairman of the board of directors as convener, shall constitute the company's nomination committee. The names of the members of the nomination committee, as well as the shareholders they represent, shall be published no later than six (6) months before each Annual General Meeting on the company's website www.logistea.se/en/.


The majority of the members of the nomination committee shall be independent in relation to the company and its executive management. At least one member of the nomination committee shall be independent in relation to the company's largest shareholder or group of shareholders, measured by voting rights, who co-operate in the management of the company. The CEO or another member of the executive management shall not be a member of the nomination committee. Members of the board of directors can be members of the nomination committee but shall not be more than one member in addition to the chairman of the board. A member of the nomination committee who is also a member of the board of directors, but not the chairman of the board, shall be independent in relation to the company's major shareholders.
The nomination committee shall fulfil the assignments in accordance with the Swedish Corporate Governance Code and shall, if applicable, propose amendments to the instructions for the appointment of the nomination committee.
If a member resigns from the nomination committee before its work is completed and if the nomination committee considers that there is a need to replace the member, the nomination committee shall appoint a new member in accordance with the principles set out above. If the ownership of the company changes significantly, the composition of the members of the nomination committee shall, if the nomination committee so decides, be changed to reflect the changed ownership. If such change in the ownership occurs later than two months before the Annual General Meeting, the composition of the nomination committee shall not be changed. Any change in the composition of the nomination committee shall be announced immediately.
The term of office for the nomination committee shall run until a new nomination committee is appointed.
No remuneration shall be paid to the members of the nomination committee. However, at the request from the nomination committee, the company shall provide human resources to facilitate the work of the nomination committee, such as secretaries. If necessary, the company should also bear other reasonable costs necessary for the work of the nomination committee.
This instruction shall apply until further notice.
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 on implementation of a long-term incentive program 2025/2028, including resolution on a directed issue of warrants with subsequent transfer to the participants, item 16
The board of directors proposes that the Annual General Meeting resolves to implement a longterm incentive program ("LTIP 2025/2028") 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 850,000 warrants entitling to subscription of a maximum of 850,000 new ordinary shares of class B in Logistea, whereby the share capital may increase by a maximum of SEK 425,000, 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.



| 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 |
150,000 |
| Other management group (6 persons) |
70,000 Total within the category: 420,000 |
115,000 |
| Other senior executives (4 persons) |
30,000 Total within the category: 120,000 |
50,000 |
| Other employees (13 persons) |
10,000 Total within the category: 130,000 |
20,000 |

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 0.18 percent of the number of shares in the company and 0.12 percent of the number of votes. 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.
The participants in LTIP 2025/2028 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 0.5 (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 16.00, the recalculation at full subscription by exercising all 850,000 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 16.00
| Share price | Total dilution | Total number of new ordinary shares of class B |
|---|---|---|
| 17.50 | 0.02% | 75,000 |
| 20.00 | 0.04% | 174,359 |
| 22.50 | 0.05% | 251,136 |
| 25.00 | 0.07% | 312,245 |
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 |
|---|---|---|
| Actual Share Price reduced by SEK 0.50 (corresponding to the quota value of the share) |
Logistea's costs for the program are, aside from costs to prepare and administrate the warrant program, limited to costs arising in Norway related to social security contributions (Sw. socialavgifter). Assuming full participation by all participants in Norway, a market value of all warrants of SEK 1.1 million and a 100 percent increase in Logistea's share price during the term of the program, these costs would not exceed approximately SEK 0.3 million.
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 realised and any premium already paid would be refunded depending on the pricing of the repurchase.
The company considers offering loans to Participants for the acquisition of warrants under LTIP 2025/2028, to the extent it is compatible with Chapter 21 of the Swedish Companies Act.
Logistea has three outstanding warrant programs established in 2021, 2023 and 2024 respectively for employees and consultants. Apart from these, there are no outstanding sharerelated incentive programs in Logistea. More information about Logistea's outstanding incentive programs can be found on Logistea's website, www.logistea.se/en/, and in note 27 in Logistea's annual report for 2024.
The principles for LTIP 2025/2028 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 17 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 B with or without deviation from the shareholders' preferential rights, alternatively, in case of resolutions on new issues with preferential rights for shareholders,


resolutions on new issues of ordinary shares of class A and class B. Based on the authorisation, the number of shares that may be issued may correspond to an increase of a maximum of thirty (30) percent of the total number of shares issued in the company at the time of the Annual General Meeting. 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 directors' 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.
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 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.
A resolution by the Annual General Meeting in accordance with item 16 (resolution on implementation of a long-term incentive program 2025/2028, 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 17 – 18 (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.
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.
At the time of issuing this notice, the total number of shares in the company is 474,559,896, of which 26,232,069 are ordinary shares of class A with one vote per share and 448,327,827 are ordinary shares of class B with one tenth of a vote per share. The total number of votes amounts to 71,064,851.70. At the time of issuing this notice, the company held no shares in treasury.
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.
The complete proposals of the board of directors and the nomination committee, the nomination committees motivated statement and information on the proposed directors 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/en/.
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.
For information on how personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Press Release 04 April 2025 08:30:00 CEST
| Stockholm in April 2025 | |
|---|---|
| ------------------------- | -- |
Logistea AB (publ)
The board of directors
For further information, please contact
Michela Westin, General Counsel Logistea [email protected]
About Logistea AB (publ)
Logistea is a Swedish real estate company focusing on warehousing, logistic and light industrial properties. The company's shares are listed on Nasdaq Stockholm with the short names LOGI A and LOGI B. For more information: www.logistea.se
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