Good corporate governance is the basis for a trusting relationship with shareholders and other key stakeholders in the company’s environment. Corporate governance is an important component in ensuring that Swedish Logistic Property (“SLP”) is managed in a sustainable and responsible manner.
SLP is a Swedish public limited liability company and is regulated by Swedish legislation, primarily the Swedish Companies Act and the Swedish Annual Accounts Act (1995:1554). Following the listing of SLP’s Class B shares on Nasdaq Stockholm, the Company will also comply with Nasdaq Stockholm’s rule book. The applicable laws and rules, as well as SLP’s Articles of Association and the Company’s internal guidelines form the basis of the Company’s corporate governance.
The Company will also comply with the Swedish Code of Corporate Governance “the Code”, which sets a higher standard for good corporate governance than the minimum requirements of the Swedish Companies Act and must be applied by all companies whose shares are admitted to trading on a regulated market in Sweden.
Corporate Governance Reports
SLP will apply the Code from the time its shares are listed on Nasdaq Stockholm. Any deviations from the Code will be disclosed in SLP’s corporate governance report, which will be prepared for the first time for the financial year 2022. However, in the first corporate governance report, SLP will not be required to explain any deviation due to non-compliance with rules whose application has not arisen during the period covered by the corporate governance report. The Company does not currently expect to report any non-compliance with the Code in the Corporate Governance Report.
The Annual General Meeting is the highest decision-making body of SLP. The AGM gives all shareholders the opportunity to exercise the influence over the company that their respective shareholdings represent.
The powers and duties of the AGM are governed by the Companies Act and the Articles of Association.
Notice of the General Meeting is given by advertising in the Post and Inland Newspapers and by making the notice available on the Company’s website. The fact that the meeting has been convened shall at the same time be announced in the Swedish business daily, Dagens Industri.
The primary task of the Nomination Committee is to make proposals to the Chairman and the other members of the Board and, where applicable, to propose to the General Meeting the appointment of the auditor. When proposing the election of the Board of Directors, the Nomination Committee shall determine whether the proposed members are to be considered independent of SLP, its management and its major shareholders. Furthermore, the Nomination Committee shall propose the chairman of the General Meeting and shall propose the fees and other remuneration of the Chairman of the Board, the other members of the Board and the auditor.
At the Annual General Meeting on 8 March 2022, it was resolved to adopt an arrangement for the appointment of the Nomination Committee and instructions for its work to apply until such time as a resolution to amend it is adopted by the General Meeting. Accordingly, the Nomination Committee shall consist of the Chairman of the Board of Directors and three members appointed by the three largest shareholders in terms of voting rights at the end of the third quarter of each year. The three largest shareholders in terms of voting rights are hereinafter also referred to as shareholder groups if they (i) have been grouped in the Euroclear Sweden system or (ii) have made public and notified the company in writing that they have reached a written agreement to take a long-term common position on the management of SLP by exercising their voting rights in a coordinated manner.
In accordance with the decision, the following nomination committee has been formed:
- Erik Selin (Chairman)
- Christian Lindgren appointed by Agartha AB
- Fredrik Bogren appointed by Fridam Fastigheter AB
- Jesper Mårtensson appointed by Skandrenting AB
Shareholders who wish to submit proposals to the nomination committee can submit a written request by email to: firstname.lastname@example.org.
At the Annual General Meeting on 8 March 2022, the registered accounting firm PricewaterhouseCoopers AB was re-elected as the company’s auditors for the period until the end of the next Annual General Meeting. PwC has been SLP’s auditor since the company was founded in 2018. The auditor in charge at PwC since January 2020 is Carl Fogelberg, a chartered accountant and member of FAR (the professional association for accountancy consultants, accountants and advisors in Sweden).
The auditors participate in the Audit Committee meetings and report to the Board of Directors as required, but at least once a year.
Articles of Association
The Articles of Association are adopted by the General Meeting and shall contain a number of mandatory tasks of a fundamental nature for the company. Amendments to the articles of association shall be made in accordance with the provisions of the Companies Act.
The Articles of Association of Swedish Logistic Propertys will be adopted at the Annual General Meeting on 8 March 2022. The text below is provided for information purposes only. For the formal text, please refer to the Swedish original.
§ 1 Company name
The company’s name is Swedish Logistic Property AB. The company is a public company (publ).
§ 2 Registered office
The registered office of the company shall be in Malmö, Sweden.
§ 3 Activities
The company’s business consists of managing, acquiring and disposing of real estate, directly or through subsidiaries, providing real estate services, real estate development work and administrative services, managing securities and engaging in related activities.
§ 4 Share capital and number of shares
The share capital shall be not less than SEK 950,000 and not more than SEK 3,800,000. The number of shares shall be not less than 145,000,000 and not more than 580,000,000.
§ 5 Series of shares
The shares may be issued in two series, series A and series B. Series A shares carry five (5) votes per share and series B shares carry one (1) vote per share. In all other respects, Series A and Series B shares shall carry the same rights to participate in the assets and profits of the Company. Shares of each class may be issued in a number equal to the entire share capital.
If the company decides to issue new Class A and Class B shares by way of a cash or set-off issue, holders of Class A and Class B shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of shares previously held by the holder (primary preferential rights). Shares 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 made with subsidiary pre-emptive rights, the shares shall be distributed among the subscribers in proportion to the total number of shares they previously held in the company. To the extent that this cannot be done in respect of a particular share/shares, allocation shall be by drawing lots.
If the company decides to issue only Class A or Class B shares by means of a cash or set-off issue, all shareholders, regardless of whether their shares are Class A or Class B, shall have preferential rights to subscribe for new shares in proportion to the number of shares they previously held.
The above shall not restrict the possibility of deciding on a cash or set-off issue by way of derogation from shareholders’ pre-emptive rights.
The above provisions on shareholders’ preferential rights shall apply mutatis mutandis to the issue of warrants and convertible bonds.
In the event of an increase in the share capital by way of a bonus issue, new shares of each class shall be issued in proportion to the number of shares of the same class already in existence. Old shares of a given class shall carry preferential rights to new shares of the same class. The foregoing shall not restrict the possibility of issuing shares of a new class by way of a bonus issue, after the necessary amendment of the articles of association.
Class A shares shall be converted into Class B shares at the request of the holders of such shares. The request for conversion, which shall be in writing and shall specify the number of Class A shares to be converted into Class B shares and, if the request does not cover the entire holding, the Class A shares to which the conversion relates, shall be made to the Board of Directors. The company shall immediately notify the conversion to the Swedish Companies Registration Office for registration in the register of companies. The conversion shall be deemed to have been effected when it is registered in the register of companies and entered in the reconciliation register.
§ 6 Board of Directors
The Board of Directors shall consist of a minimum of four (4) and a maximum of eight (8) members without deputies.
§ 7 Auditors
The company shall have one to two auditors with a maximum of two deputy auditors or a registered auditing firm.
§ 8 Convening
Notice of the General Meeting shall be given by advertisement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and by making the notice available on the company’s website. At the time of notice, information that notice has been given shall be published in Dagens Industri.
Shareholders who wish to participate in the proceedings at the General Meeting shall notify the company no later than the date specified in the notice of the meeting.
Shareholders may bring one or two assistants to the general meeting, but only if the shareholder notifies the company of the number of assistants in accordance with the procedure applicable to the notification of shareholders to the general meeting.
§ 9 Collection of proxies and postal voting
The Board of Directors may collect proxies for the General Meeting at the company’s expense in accordance with the procedure laid down in Chapter 7. Section 4, second paragraph of the Companies Act.
The Board of Directors may decide prior to a General Meeting that shareholders may exercise their voting rights by mail prior to the General Meeting.
§ 10 Annual General Meeting
The annual general meeting shall be held annually within six months of the end of the financial year.
The following matters shall be dealt with at the Annual General Meeting.
1. Election of the Chairman of the Meeting,
2. drawing up and approval of the voting list,
3. approval of the agenda,
4. where appropriate, the election of one or two persons to act as adjusters,
5. verification that the meeting has been duly convened,
6. presentation of the annual report and audit report and, where applicable, the consolidated financial statements and the consolidated audit report,
7. Resolution on
(a) adoption of the profit and loss account and balance sheet and, where applicable, the consolidated profit and loss account and consolidated balance sheet
(b) the appropriation of profits or losses as shown in the adopted balance sheet,
(c) discharge from liability of the members of the Board of Directors and the Managing Director, where such discharge exists,
8. determination of the fees of the Board of Directors and the auditors,
9. Election of the Board of Directors and the auditing company or auditors,
10. any other business which the meeting is required to transact under the Companies Act or the Articles of Association.
§ 11 Financial year
The financial year of the company shall cover the period from 1 January to 31 December.
§ 12 Reconciliation provisions
The company’s shares shall be registered in a reconciliation register in accordance with the Act (1998:1479) on Central Securities Depositories and Account Management of Financial Instruments.