Академический Документы
Профессиональный Документы
Культура Документы
Multi-year summary 62
Corporate governance
Board of Directors 74
Company management 76
Auditors 76
Other executives 77
This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
THE YEAR IN BRIEF
Earnings per Class A and B share after dilution, SEK 18.47 17.69 14.53 9.88 4.06
Earnings per Class A and B share, SEK (proposed) 2.00 1.80 1.45 1.15 0.80
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 1
event of discrepancies, the Swedish original will supersede the translation.
SAGAX IN BRIEF
Sagax in brief
During the fourth quarter of 2018, the Tikkurilantie 5 property, comprising 62,300 square metres of lettable area and 89,000 square metres of land,
was acquired in Vantaa from IImarinen Mututal Pension Insurance Company. The property, which is located directly south of Helsinki Airport, is fully
leased to a tenant with operations in the non-durables market and it is used as a central warehouse.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 3
event of discrepancies, the Swedish original will supersede the translation.
CHIEF EXECUTIVE OFFICER’S COMMENTS
To Sagax's shareholders
4 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
CHIEF EXECUTIVE OFFICER’S COMMENTS
ORGANISATIONAL RISK
A source of Sagax’s relative success is its organisational struc-
ture and corporate culture, which I would briefly describe as a
combination of high customer and shareholder focus, a lack of
prestige and a considerable focus on execution. The organiza-
tion is growing in line with Sagax leveraging one of the great-
est strengths of its business model – its scalability – which
does entail a certain level of operational risk since the compa-
ny’s original DNA could be changed for the worse. However,
Sagax has a strong corporate culture and low employee turn-
over, which I consider to be a strength in this context. Those
who manage and ultimately shape this culture, the Board and
operational management, have worked at Sagax for a total of
75 and 23 years, respectively. The Board and management
are also collectively by far the company’s largest investor. My interesting since it can be influenced by the company’s prop-
other colleagues too make continuous net investments in the erty management. Sub-component (iii), however, is so con-
company year after year in addition to investments in Sagax’s siderably based on approximations and extrapolations that it
Incentive Plan. The organisation’s focus on the company as a gains a subjective nature. Subjectivity unfortunately increases
whole is unmistakable. That’s why I believe that Sagax will the risk of involuntary error. Changes in the value of Sagax's
retain its DNA despite the organisation constantly evolving. properties in 2018 can be approximatively broken down into
Our growth does not only entail risks. It also reduces the 1.6 percentage points for indexation, 1.8 percentage points for
company’s dependence on individual key employees from year de facto changes in the properties’ cash flow and the remaining
to year. 1.5 percentage points for changed assessments concerning, for
example, rental levels or yield requirements.
RETURNG ON THE PROPERTY PORTFOLIO
The total return on the property portfolio in 2018 was 11.7%, TREND IN PROFIT FROM PROPERTY MANAGEMENT
of which the yield accounted for 6.8 percentage points and Thanks in part to the simplicity of the business model, and
changes in value for 4.9 percentage points. The yield comes in thus its scalability, profit from property management rose
the form of cash and requires no further comments. Changes 20% to SEK 1,603 M. Cash flow from operating activities
in value are a more complex component. They derive from before changes in working capital rose to SEK 1,490 M. Both
changes in the estimated market value of the property portfolio the profit from property management and cash flow are the
and are a consequence of both subjective assessments and ob- highest reported by Sagax (for the fifteenth consecutive year)
jective observations. Changes in value may suitably be analysed and are only surpassed by the forecast for 2019. I am natu-
by the shareholders in three sub-components: (i) changes in rally delighted about this but it is a performance that should
value resulting from indexation, (ii) changes in value resulting be seen in context. Sagax only distributes one-third of profit
from changed cash flows, and (iii) changes in value resulting from property management to the shareholders. Accordingly,
from changed assessments. Sub-component (i) is primarily the shareholders reinvest all profit above this level without
objective. Sub-component (ii) is also primarily objective and is this increasing the number of shares. Sagax’s profit after tax
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 5
event of discrepancies, the Swedish original will supersede the translation.
CHIEF EXECUTIVE OFFICER’S COMMENTS
for the past five years has totalled SEK 11.0 billion at the effort that the entire company contributed to and it demon-
same time as dividend payments have amounted to SEK 1.7 strates the breadth of the company’s capacity to allocate
billion. The shareholders have thus permitted the company capital.
to gradually utilise SEK 9.3 billion more of their capital. For In respect of the risk associated with investing activities,
2018, the shareholders will allow SEK 2.9 billion of profit to a property investment’s risk is a function of price. Risk is not
be retained by the company after the proposed dividend. It a function of a property’s quality, type, location or physical
would be more remarkable if profit and dividend were not to characteristics. (I use "risk" synonymously as the “risk that
rise after capital contributions of that magnitude. That profit the shareholders will incur an irreversible loss of capital”.)
in a property company rises if the owners allow increasing A high price entails a high risk and vice versa. This applies
amounts of their equity to be utilised by the company is regardless of whether the investment is a residential property
something of a truism, a savings account with compounding in central Stockholm, a warehouse property in the Port of
interest would achieve this. The question is not if profit rises, Rotterdam or an office property in La Défense, Paris. The
but by how much? What return is generated on the equity risk is a direct consequence of the price paid by Sagax. My
that the company has not distributed? If Sagax can reinvest impression is that light industrial and warehouse properties,
equity at a return that exceeds the owners’ return require- which have long been overlooked, have become more popular
ment, value is generated by letting the company utilise the investments since 2016-2017, also for institutional capital.
additional equity. Reinvestment capacity is a matter that is This has resulted in higher prices (and thus risk) and port-
seldom discussed despite it being decisive to the creation of folio premiums. The reasons stated for the higher prices, in
shareholders’ wealth. Over the past five years, Sagax has rein- addition to the interest rate environment, are often associated
vested the equity that the owners have allowed to remain in with e-commerce's “last mile” requirements and, naturally,
the company at an average return of 15% based on profit from “the low risk.” I believe that caution is advisable.
property management and 28% including value changes and
tax. Without considering changes in value, the current earn- A NEW MARKET
ings capacity and dividend policy will increase the company's As shown above, growth is subjecting the company to con-
equity by SEK 4.5 billion over the coming five years. This im- tinuously increasing demands. Sagax’s financial capacity for
plies investments of approximately SEK 8–10 billion given the investments has grown in pace with the company, but attrac-
current capital structure, disregarding profit from property tive and available investments have not. And we do not expect
management from these additional investments. In my opin- it to; in fact, we expect the opposite due to the increased
ion, reinvesting equity at a high return year out and year in is i nstitutional interest. This factor, combined with Sagax’s
Sagax’s greatest challenge. slight aversion to large-scale transactions and their rare
occurrence in our market segment, obstruct the company’s
ABOUT INVESTING ACTIVITIES growth. To create the best possible prerequisites for investing
Sagax has no pre-set template for how capital is to be allo- activities, the company has endeavoured to broaden its geo-
cated. Our only objective is to allocate equity on the basis of graphic investment universe. The aim is to capitalise on the
the best possible risk-adjusted return. This could periodically fact that the various markets may be positioned in different
entail many investments in one market segment and few in phases and to gain access to a larger supply of potential invest-
another. If we do not find any attractive investments – Sagax’s ments. Sagax entered the Finnish market in 2004, a venture
target is to generate a 15% return on equity – we will also be that proved to be highly successful. Sagax decided to establish
comfortable managing what we already own while waiting for operations in Paris in 2014 and in Netherlands in 2016. These
new opportunities to arise. two markets now account for 15% of Sagax’s rental value and
In 2018, Sagax invested SEK 3.5 billion, of which SEK 3.0 are important to our growth. We continuously analyse and
billion pertained to property acquisitions and SEK 500 M to visit potential new markets and have now decided to open an
investments in the existing property portfolio. Investing in office in Barcelona to try to build an investment operation
the existing property portfolio tends to generate a somewhat with a focus on Madrid and Barcelona. The reason for our
higher return than acquisitions, reflecting the competition in interest is that Spain was severely impacted by the global fi-
the two investment situations. Unfortunately, there is limited nancial crisis of 2007-2008 and that rents for warehouse and
scope for investments in Sagax’s portfolio. At the same time, light industry premises thus declined by an estimated 70%.
there is intense competition for property acquisitions in all Rents for warehouse and light industry premises bottomed
of the company’s markets. To be able to find investments at out in 2016, in both Madrid and Barcelona, and started to rise
acceptable prices, Sagax executed many small transactions in during 2017. We estimate that nominal rents are currently
2018. A total of 48 properties were acquired in 36 separate approximately 50% lower than they were in 2005, three years
transactions. The average transaction amounted to approxi- before the global financial crisis. At the same time, the occu-
mately SEK 80 M, corresponding to 0.3% of the value of the pancy rate has reached about 95% in both markets. The pop-
company’s property portfolio. The largest transaction corre- ulations of Madrid (6.5 million) and Barcelona (4.8 million)
sponded to only 1.2% and no market segment accounted for increased by 1.2% and 0.8%, respectively, per year during
more than 26% of the transactions. Accordingly, this was an 2000-2018. From a macroe conomic perspective, Spain’s GDP
6 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
CHIEF EXECUTIVE OFFICER’S COMMENTS
has risen by an average of 2.9% over the past three years. which is allocated among taxes, creditors, owners (dividends)
The forecast for 2019 is an additional 2.1% of GDP growth. and operating costs (suppliers) together with employees in
Unemployment has declined from 26.1% in 2013 to 13.9% in approximately equal portions. 54% of the economic value
February this year. Low vacancy rates and GDP growth and generated will be retained in the company and be reinvested.
the historically low level of market rents make the Barcelona Ultimately, I hope that this will lead to increased economic
and Madrid markets interesting. Just as in our other markets, value for all of the company’s stakeholders.
we intend to build this operation gradually. The investments
will initially be reported under the “Rest of Europe” segment. OVER-PAPERING
As already stated, reinvesting equity is a significant challenge
SUSTAINABILITY for the company. Another challenge is over-papering (Sw.
Refraining from short-term gains created at the expense of "Förpappring"), a wonderful word that is found in the Swedish
negative longer-term consequences, such as in the form of Language Council’s list of new words in 2018. The number
externalities, is a central theme in Sagax’s work, as is com- of regulations, laws and ordinances that the company has to
pliance with laws, regulations and conventions. Sagax looks follow is constantly increasing. For example, Sagax, whose op-
for investment markets that are adjudged to offer favourable erations can be comprehensively described in 10 minutes and
conditions for developing positively over a period of 10-20 that only has about 60 employees, now has one policy per 6.5
years and thus does not seek short-term gains. The properties employees as a consequence of today’s regulatory situation.
are managed from a long-term ownership perspective. By far While over-papering often stems from good intentions, each
the majority of my colleagues who worked for Sagax ten years policy, each form and each report takes time and energy from
ago have stayed with the company and continuity in terms of the day to day operations. The time that is spent updating,
shareholders, members of the Board and management has also formulating and monitoring policies cannot, for example, be
been clear. Approximately 70% of the company’s customers devoted to business development or strategy issues. The in-
choose to renew their leases with us and customer relation- direct costs incurred by the company and the risk of uninten-
ships are often very long. In my opinion, the trade-off be- tionally failing to comply with one of the newly added rules
tween short-term and long-term interests is managed without that the company must follow are rising continuously. There
difficulty, with priority consistently assigned to Sagax’s long- is also a risk that important policy issues will drown among
term – i.e. sustainable – value creation. less relevant ones. The over-papering trend may also increase
Sagax’s property management occurs primarily in North- the risk that corporate cultures that, like Sagax’s, are based on
ern European markets. The business has low levels of exter- own judgment, initiative and individual responsibility being
nalities. These primarily consist of the environmental impact replaced by cultures that are instead characterised by formal-
resulting from heating of premises. The carbon footprint of ism, bureaucracy and stagnation. I therefore hope that the
Sagax’s organisation was calculated as being 252 tonnes of company will not be subject to additional policies, analyses
carbon dioxide in 2018 (which has been fully compensated) and follow-up work.
and can be evaluated in relation to the relatively considerable
property management conducted by the Group. With respect THE MOST IMPORTANT
to environmental improvement measures, I believe that the I would like to emphasise that the company’s favourable earn-
solar panel projects that the company is studying are partic- ings performance and position for the future are the result of
ularly exciting. Sagax’s properties frequently have large and the many extraordinary efforts of highly skilled and dedicated
flat roofs that should be highly suitable for solar panels. I hope colleagues. Accordingly, on behalf of the Board of Directors
that sufficiently favourable conditions will be in place to en- and shareholders, I would like to express our gratitude to my
able us to start installing the first systems in 2019. colleagues for their hard work over the past year.
Compliance with laws and provisions is naturally a given.
With respect to the company’s regulatory framework, it Stockholm, April 2019
should be noted that Sagax has not stipulated any specific
purpose in its Articles of Association and therefore adheres David Mindus
to the Companies Act’s main rule. The company’s purpose is Chief Executive Officer
thus to generate profits for the shareholders. In my opinion,
the profit objective does not conflict with sustainable enter-
prise: Being a good employer, a good supplier and a well-liked
customer while ensuring that the company conducts itself in
an acceptable manner in society and attempts to limit its en-
vironmental impact are all fundamental conditions for Sagax’s
long-term ability to maximise profits for its shareholders.
The economic value created by the company is Sagax’s
raison d’être and its contribution to society. During 2018,
the economic value generated amounted to SEK 4.8 billion,
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 7
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Sagax invests primarily in warehouse and industrial properties in regions characterised by stable
population growth and a diversified business sector, and focuses on achieving a high continuous yield
and strong cash flows. The company endeavours to enter into long-term leases with reputable and
creditworthy tenants.
Profit from property management per Class A and B share Financial targets
SEK % Five-year
10 50 Outcome 2018 average
Return on equity, measured over a five-
8 40
year period, should not fall below 15%
6 30 per year 24% 28%
Profit from property management per
4 20 Class A and B share should increase by a
minimum of 15% per year 16% 28%
2 10
0 0
2014 2015 2016 2017 2018
Profit from property management per Class A and B share,
rolling 12 months
Annual percentage growth rate, rolling 12 months
Objective for annual growth rate
8 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Profit from property management and cash flow Market value and area of properties
SEK M 000s square metres SEK M
1,800 3,000 30,000
1,200
1,800 18,000
900
1,200 12,000
600
600 6,000
300
0 0 0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Profit from property management, rolling annual value Lettable area
Cash flow from operating activities before change in Market value
working capital, rolling annual value
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Sagax’s performance
SEK
200
150
100
50
0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
1) Sagax’s Class B shares were registered for trading on 4 April 2013. The previous share price has been calculated by dividing the previ-
ous share price for the Class A share by 11, corresponding to the bonus issue of Class B shares (10 for 1) that was implemented.
2) Subscription rights pertaining to Class D shares received free of charge were not taken into account.
15,000 1,500
1,200
10,000
900
600
5,000
300
0 0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
READ MORE » The Sagax share and shareholders, see page 54.
Multi-year summary, see page 62.
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Market overview
Larger regions have higher economic, population and employment growth than
smaller regions. They also have more developed economies, with a more diversified business sector and
a lower risk of long-term vacancies in the property portfolio. Sagax has identified Stockholm, Helsinki,
Paris and the Randstad area of the Netherlands as regions with these characteristics.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 11
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
shows that larger regions (measured as regional GDP) are ing population growth account for 99% of Sagax’s Swedish
more affluent (measured as GDP). As shown in the chart be- property portfolio, of which the three metropolitan regions
low, Stockholm, Helsinki, Paris and Randstad are among the account for 90 percentage points. The Stockholm region
most prosperous regions in Europe. The chart is based on the accounts for 79% of the Swedish portfolio, corresponding
EU’s subdivisions of countries, where NUTS1 corresponds to to a property value of SEK 9.9 billion.
regions and NUTS2 to national area. The Stockholm region In Finland, regions experiencing population growth
as a national area (NUTS2) corresponds to the County of account for 96% of Sagax’s property value. The Helsinki
Stockholm. Each dot in the chart corresponds to a European region accounts for 86%, and population growth has averaged
region. More recent data than from 2017 is not yet available 1.0% since 2000. Among the regions with populations of be-
from Eurostat. tween 100,000 and 500,000, the Tampere and Turku regions
With EUR 65,000 per capita, Stockholm is the most noted population growth exceeding 0.6% between 1990 and
affluent of Sagax’s market areas, followed by Paris with EUR 2018.
58,000 per capita, Helsinki with EUR 53,000 per capita and In France, the trend is similar to that of Sweden and
Randstad with EUR 48,000. By comparison, it can be stated Finland, with faster population growth in the larger regions.
that the mean value in the 28 EU member countries is EUR In France, however, the smallest local labour markets are sig-
30,000 per capita. nificantly larger than in Sweden and Finland and few regions
The average annual population growth in the three failed to show positive population growth during the period
Swedish metropolitan regions – Stockholm, Gothenburg 2000–2017. Otherwise, the trends resemble those in Sweden
and Malmö – was 1.0% during the period 2000–2017. Of and Finland. Paris, which has grown by just over 1.3 million
Sweden’s 52 regions with a population of less than 100,000, inhabitants since 2000, is one of the fastest growing regions
only nine regions showed population growth compared with in Europe in absolute terms, with population growth of 0.6%
2000. Sagax’s exposure to the underlying rental market varies per year.
between different geographic markets. Regions experienc-
250,000
Milano Randstad Paris
Cataluña München Inner
Madrid London
Lyon Düsseldorf
Stuttgart
200,000 Rom
Darmstadt
Köln
Outer
London
Dublin
150,000 Stockholm
Karlsruhe Köpenhamn
Berkshire,
Buckinghamshire
and Oxfordshire Hamburg
100,000
Wien
Helsinki Oslo
Brussels
Bergen
50,000 Luxembourg
0
10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000
0
Regional BNP/Capita (€)
Source: Eurostat and Evidens
READ MORE » Summary of the Sagax property portfolio, see page 18.
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Annual percentage population growth in Sweden’s Percentage population growth in regions of France
local labor markets 2000–2018 94% (departments) by size category 2000–2018
% % Sagax 100 %
1.0 Sagax 0% Sagax 5% Sagax 1% Sagax 4% Sagax 90% 1.0
0.8
0.5
0.6
0.0
0.4
–0.5
0.2
–1.0 0.0
0–10,000 10,000–50,000 50,000–100,000 100,000–500,000 500,000– –250,000 250,000–500,000 500,000–750,000 750,000–1,000,000 1,000,000–
Size category (number of inhabitants) Size category (number of inhabitants)
Population growth Population growth
Share of Sagax’s rental value Source: Statistics Sweden and Evidens Share of Sagax’s rental value Source: Insee and Evidens
–1.0
0.2
–1.5
–2.0 0.0
−500,000 500,000-1,000,000 1,000,000-1,300,000 1,300,000-2,600,000 2,600,000-
0–10,000 10,000–50,000 50,000–100,000 100,000–500,000 500,000–
Size category (number of inhabitants) Size category (number of inhabitants)
Population growth Population growth
Share of Sagax’s rental value Source: Statistics Finland and Evidens Share of Sagax’s rental value Source: Statistics Netherland
and Evidens
Stockholm
30 Paris Randstad
Helsinki
20
10
0
Proportion employed
in the highly productive
Source: Eurostat and Evidens
service sector
The Netherlands, a densely populated country, does not show sectors, such as finance and corporate services. Stockholm is
the same demographic growth pattern, with lower growth one of the European regions with the largest proportion of
in smaller regions. The reason for this is the relatively short employees in this service sector. As shown by the chart on
distances and extensive commuting within the country, more page 13, Helsinki, Paris and Randstad also have significant
extensive than in Sweden, for example. The country may be proportions in the highly productive service sector, compared
viewed as a single local labour market and it is not possible to with other major labour markets in Europe.
distinguish any smaller local labour markets. What is known as
the Randstad region has accounted for half of the population Market dynamics
growth of 12% since 2000, equal to annual population growth A combination of healthy growth and minor changes in sup-
of 0.6%. ply benefits the demand for premises in the warehouse and
The educational level among the population is an import- light industry segment. Stockholm and Helsinki have histor-
ant factor for a region’s growth. Access to universities and ically shown a strong population trend and healthy economic
colleges influences regional growth and regions with a high growth. Viewed in terms of relative population growth,
educational level also tend to display a more varied industry Stockholm and Helsinki belong to the more affluent regions
structure, with a more distinct focus on knowledge-intensive that have experienced the highest growth since 2000; see the
sectors. According to Eurostat, 62% of people in the 30–34- table below. Paris and Randstad also show significantly higher
year age category in Stockholm had university/college educa- growth than the mean average for all regions in the EU. Pop-
tion in 2016, a rise of more than 50% since 2000. In Helsinki, ulation growth is highly significant for demand for warehouse
the proportion with a university/college education in the same and light industry premises.
age category was 53%, in Paris 60% and in Randstad 52%, Since 2000, the number of inhabitants in the Stockholm
compared with an average of 39% in the EU. region has grown by an annual average of 1.4%. In total, the
A high educational level in a region usually co-varies with number of inhabitants in the Stockholm region has risen by
a strong and growing service sector, which is important for 28% during the period, corresponding to 646,100 people.
economic growth, particularly in highly productive service
Population growth in European regions 2000–2018 Regional BNP per capita 2017
Population Population Population Euro
growth growth growth 70,000
2000–2018 2000–2018 2000–2018
60,000
Region (%) (% per year) (total)
50,000
Luxembourg 39 1.8 233,800
40,000
Oslo 32 1.6 413,500
Stockholm 28 1.4 646,100 30,000
14 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
The positive trend also applies to economic growth. The The supply of development land in prime locations is lim-
charts below show GDP per capita and annual regional GDP ited, while demand for housing, offices and retail premises
growth in Stockholm, Helsinki, Paris and Randstad from is increasing. These factors lead to incentives for owners of
2000 to 2017. With annual GDP growth of 3.6% and pop- warehouse and industrial properties to convert their premises
ulation growth of 1.2% since 2000, the Stockholm region, for other uses and thus meet demand from stakeholders with
for example, is one of the most successful regions in the EU. high payment capacity. The conversion pressure means that
Helsinki, Paris and Randstad have also outperformed the EU the supply of premises for warehouse and light industry is
average. declining per capita. The occupancy rate for warehouse and
The two map illustrations below show GDP per capital industrial properties is thus expected to remain high in the
in the EU and GDP growth in the EU. They show that Sagax foreseeable future in metropolitan regions with high popula-
invests in mature markets with high GDP per capita. tion growth and stable economic development.
Growth in the largest and most affluent regions has been
favourable since 2000 in terms of both economic performance Supply changes in Stockholm
and population growth. Demand for housing, offices and For Stockholm, growth and thus the consequential conversion
retail premises increases in line with population growth. This pressure has been analysed on the basis of how these factors
is leading to existing warehouse and industrial properties affect the supply of warehouse and light industry premises. In
being used for other purposes. While the supply of existing previous years, an equivalent analysis was also conducted for
industrial and warehouse premises is declining, production of Helsinki, the results of which correspond well with the trend
new premises of this type is limited. in Stockholm.
The tenant categories found in warehouse and light In Stockholm, 24 business zones with a focus on the
industry premises often have relatively low profit margins property taxation categories of warehouses, light industry and
that do not allow the rent level required for newly produced industrial offices were studied during the period 1998–2018.
premises in metropolitan regions. A study commissioned by The studied areas have been divided into three sub-markets:
Sagax showed that the average profit margin was substantially central areas, inner suburbs and outer suburbs (see below).
higher among companies active in dedicated office areas Between 1998 and 2018, the supply of warehouse, light in-
(10–25%), compared with companies in areas dominated by dustry and industrial offices in Stockholm increased by a total
the warehouse and light industry segment (4–7%). As a result, of 3% at the same time as population growth was 30%. The
companies in the latter category look for areas with existing differences in the change of supply have been considerable
and more inexpensive premises. between the various sub-markets.
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Centrally located business zones showed a 27% decrease in areas of Jordbro (southern Stockholm) and Rosersberg and
supply during the period. The change in supply is particularly Brunna (northern Stockholm).
clear in Södra Hammarbyhamnen and in Mariehäll, where If the analysis is divided by type of premises, primarily
warehouse, light industry and industrial offices have had to premises for light industry have been divested or converted
make way for homes and office buildings. Similarly, the sup- for other uses. The supply of premises for light industry in
ply of premises in Globen/Johanneshov will decline when Stockholm has declined a total of 28%. The supply of indus-
what is known as Söderstaden is developed. trial offices has declined 5%, while the supply of warehouse
In inner suburbs, the supply of premises for light industry premises has increased 24%.
has declined by 37% at the same time as warehouse premises
have grown by 17%. In total, floor area has declined 7% in Rent trends
Stockholm’s inner suburbs. In the three outer suburbs, supply The combination of healthy growth and minor changes in sup-
has grown 85%. The growth is primarily attributable to newly ply benefits the demand for premises in warehouse and light
produced logistics and warehouses facilities, primarily in the industry segment. The rent trend for warehouse and industrial
ARLANDA
FLYGPLATS
Sigtuna
1 Bredden/InfraCity
12
2 Eriksberg
3 Farsta
4 Globen/Johanneshov
5 Hagalund
6 Jordbro Upplands Väsby
7 Kista/Akalla 1
8 Kungens Kurva 24
9 Lunda
10 Länna
11 Mariehäll Sollentuna
Täby
12 Rosersberg
13 Segeltorp/Sätra Järfälla 17
14 Skärholmen 7
19
15 Solna Station 9
16 Södra Hammarbyhamnen
5
17 Tureberg industrial zone BROMMA 11 15
AIRPORT
18 Ulvsunda 18
20
19 Veddesta
20 Värtan
Stockholm
21 Västberga 16
22 Årsta 21 22 4
14
23 Älvsjö 13
8
24 Brunna 23
Huddinge
3
Central areas Tyresö
2
Inner suburbs
Botkyrka
10
Haninge
Type of premises
Light Industrial
Area Warehouse industry offices Total
Central areas –27% –36% –18% –27%
Inner suburbs 17% –37% –7% –7%
Outer suburbs 127% 12% 37% 85%
Total 24% –28% –5% 3%
16 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
properties is stable; see chart on page 17 concerning infla- The charts below illustrate that rent trends for warehouse and
tion-indexed rents in Stockholm, Helsinki, Paris and Randstad. industrial properties in the four regions correlate only slightly
In Stockholm, the rent level has been moderately rising, to rent trends for offices and that the rent level for warehouse
with low variation since the mid-1990s and has now recovered and industrial premises has shown low covariance since the
to the level of 1990. In Helsinki, rent levels have been rising start of the measurement period. Also for occupancy rates,
moderately with minor fluctuations since 1994. However, warehouse and industrial properties generally show less vari-
the growth rate in Helsinki has been somewhat more robust ation over time compared with occupancy rates for offices.
than in Stockholm. The reported time series for Paris extends Over the past ten-year period, the occupancy rate for ware-
over the period 2005–2017 and also demonstrates the stable house and industrial premises in the Stockholm region has
rent levels for the warehouse and light industrial properties exceeded 90% and is rising.
segment compared with offices. In Randstad, rent levels have
been stable since 2010 with a moderate rise since 2015.
Rents in Stockholm 1990-2018 in 1990 prices Rents in Helsinki 1994–2018 in 1994 price
SEK per sqm EUR per sqm
3,000 300
2,500 250
2,000 200
1,500 150
1,000 100
500 50
0 0
1990 1995 2000 2005 2010 2015 2018 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018
Rents in Paris 2005-2018 in 2005 prices Rents in Randstad 2010–2018 in 1990 prices
EUR per sqm EUR per sqm
700 450
600 400
500 350
300
400
250
300 200
200 150
100
100
50
0 0
2006 2008 2010 2012 2014 2016 2018 2010 2011 2012 2013 2014 2015 2016 2017 2018
Offices in Paris CBD Other offices outside southern ring
Offices in La Defense Warehouse/light industry inside first ring Offices in Amsterdam CBD
Other offices inside Warehouse/light industry between Warehouse/light industry Randstad excluding Shiphol
northern ring first and second ring Warehouse/light industry outside Randstad
Source: JLL
Source: Nexity and BNP
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 17
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
At 31 December 2018, Sagax’s property portfolio comprised 512 properties with a total lettable area
of 2,850,000 square metres. The two largest market areas are Stockholm and Helsinki, where 56% of
the market value and 51% of the rental value is concentrated. The annual rental value and contractual
annual rent amounted to SEK 2,510 M and SEK 2,378 M, respectively. The economic occupancy rate
and the remaining average lease term were 95% and 6.0 years, respectively.
MARKET AREAS age and defray costs for care-taking and maintenance of the
Sagax’s property portfolio is divided into the market areas properties, under what are known as triple net leases. In the
of Stockholm, Helsinki, Finland, university cities, Paris, the portfolios in Stockholm, Helsinki and Paris, the contractual
Netherlands, Rest of Sweden, Rest of Finland and Rest of party for the supply of utilities, meaning heating, electric-
Europe. Sagax’s largest market area, Stockholm, represents ity and water supply and sewer systems, differs from other
34% of the total market value and 27% of rental value, see the market areas. Most properties outside Stockholm, Helsinki,
following table and charts. Paris and the Netherlands have only one tenant per property.
These properties are usually leased under long-term triple
LEASE STRUCTURE net leases. The percentage of rental revenue related to leases
Sagax mainly enters into leases that exclude the cost of heat- with rent supplements linked to the Consumer Price Index
ing and hot water. This means the tenant accounts for the (CPI) or similar indexes amounted to 99% (99) at year end.
costs of such items as heating, electricity, property tax, wa- Sagax has a diverse lease structure, which better allows
ter and sewage, in addition to the contractual rent. Accord- the company to maintain an even occupancy rate. To further
ingly, Sagax is only affected to a limited extent by changed reduce the risk of lower rental revenue, Sagax endeavours to
costs due to changes in consumption or changed rates for create long-term relationships with the company’s existing
such utilities as heating and electricity. Outside Stockholm, tenants and to achieve favourable diversification in terms of
Helsinki, Paris and the Netherlands, tenants normally man- the length and size of its leases.
18 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Sagax’s contractual annual rent at the end of the period was TENANTS
distributed between 1,545 leases, with about 1,000 tenants. Sagax’s tenants operate in a variety of industries. 19%
The table below presents the size of Sagax’s leases in relation of Sagax’s contractual rental revenue comes from tenants in
to the Group’s contractual annual rent at the end of the period. the manufacturing industry, 12% in the automotive industry,
The table shows that 1,536 leases each had a rental including sales, service and manufacturing and 12% from
value of less than 1% of the Group’s contractual annual rent. companies with food-related operations.
The total rental value for these leases accounted for 82% of Diverse tenant industries is considered to lower the risk of
Sagax’s contractual annual rent. In addition, Sagax is party vacancies and rent losses. The main industries are presented
to six leases with a rental value corresponding to 1–2% of the in the pie chart below.
Group’s contractual annual rent. Combined, these leases total At year end, the rental value attributable to the ten largest
9% of Sagax’s contractual annual rent. Only three of Sagax’s tenants corresponded to 32% of the total contractual rental
leases had an annual rental value that accounted for more revenue, distributed among 239 separate leases. The average
than 2% of the Group’s rental revenue. These leases together term for these leases was 8.6 years. The single largest tenant is
represented 8% of the Group’s contractual annual rent. the US medical products group Baxter, which has operations
According to Sagax’s management strategy, the company in more than 100 countries. At year end, Baxter accounted for
strives to secure long-term leases and an even distribution of 6.2% of Sagax’s contractual rental revenue. An additional nine
contract maturities over the years. Sagax works actively to tenants each pay annual rent exceeding 2% of the company’s
agree in advance on lease extensions. Company policy is to total annual rents. The five largest tenants in alphabetical
abstain from attempting to maximise rent levels in favour of order are Baxter Group, BE Group, Kesko, Nokia and Sanom-
reaching longer terms. This is deemed to reduce the risk of ala. The largest tenants by market area are presented in the
significant variations in the Group’s occupancy rate. descriptions of market areas on pages 26–34.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 19
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Rent losses
Rent losses, Percentage of Economic
Year SEK M sales, % occupancy rate, %
2009 0.2 0.0 95
2010 0.1 0.0 94
2011 0.2 0.0 93
2012 2.5 0.3 93
2013 0.0 0.0 92
2014 0.2 0.0 94
2015 0.6 0.0 96
2016 0.1 0.0 94
2017 0.1 0.0 94
2018 1.6 0.1 95
3 5
2 4
1 3
0 2
–1 1
–2 0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Performance of property portolfio 2018 Rental value and economic leasing rate
+0.2%
SEK per sqm, bars %, curve
1,000 100
Yield: 6.9% –0.3% 0.2% 0.0% 0.0% 0.0% 6.8%
23,771 1,265 3,026 456 –45 551 29,024 800 90
35,000
30,000 600 80
25,000
400 70
20,000
15,000 200 60
10,000 0 50
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
5,000
0 Rental value, SEK per sqm
Market value Value Acquisitions Investments Divestments Currency Market value Leasing rate, %
of investment changes in existing effect of investment
properties propertiest properties
2017-12-31 2018-12-31
20 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
No. of Lettable area, Rental value, Vacancy value, Economic Vacant Vacancy rate
Area properties sqm SEK M SEK M vacancy rate area, sqm by area
Stockholm 81 645,000 689 33 5% 30,000 5%
Helsinki 71 575,000 599 66 11% 67,000 12%
Finland, university cities 62 304,000 286 10 3% 13,000 4%
Paris 48 219,000 197 6 3% 5,000 2%
Netherlands 33 222,000 168 9 5% 11,000 5%
Rest of Sweden 47 407,000 213 2 1% 2,000 0%
Rest of Finland 150 338,000 226 5 2% 13,000 4%
Rest of Europe 20 140,000 131 1 1% 1,000 1%
Total 512 2,850,000 2,510 132 5% 141,000 5%
1) The vacancy value and vacancy rate take into account vacancies as well as discounts provided to tenants.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 21
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
22 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 23
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
SAGAX’S INVESTMENTS IN EXISTING PORTFOLIO SEK 137 M (185) was invested in new builds during the year
In 2018, Sagax invested SEK 454 M (341) in the existing and SEK 112 M (40) in periodic maintenance of, for exam-
property portfolio, of which SEK 232 M (157) was invested ple, roofs. In addition, the cost of regular maintenance in an
in Stockholm and SEK 177 M (118) in Helsinki. SEK 51 M amount of SEK 59 M (43) was expensed in the consolidated
(29) of the investments pertained to the adaptation of prem- financial statements in 2018.
ises on behalf of existing tenants in return for compensation Sagax has contractual undertakings in a maximum
in the form of an increased rent level and longer leases. SEK amount of SEK 110 M concerning future tenant-specific mod-
155 M (87) was invested in connection with new lettings. ifications.
Properties acquired 2018, acquisition price Stockholm, 10% Properties acquired 2018, lettable area Stockholm, 6%
Rest of Europa, 3% (SEK 105 M) (SEK 290 M) Rest of Europa, 5% (20,146 sqm) (23,453 sqm)
Netherlands, 29%
Helsinki, 18%
Netherlands, 30% (115,853 sqm) Helsinki, 21%
(SEK 541 M)
(895 M) (87,023 sqm)
Investments in current property portfolio per market area Reason for investments in current property portfolio
Netherlands, 1% (SEK 4 M) Rest of Finland, 2% (SEK 10 M)
Paris, 2% (SEK 9 M) Rest of Sweden, 1% (SEK 3 M)
Rest of Europe, 0% (SEK 1 M) Maintenance, 25% (SEK 112 M)
Finland, university cities,
4% (SEK 19 M) New builds, 30%
(SEK 137 M)
24 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Ongoing projects
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 25
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
In Stockholm, Sagax’s property portfolio comprised 81 properties with 644,000 square metres
of lettable area. The rental value was SEK 689 M. The average lease term
at year end was 4.5 years.
40
30
20
n Rental value 27% n Market value 34% n Lettable area 23%
10
0
2014 2015 2016 2017 2018
26 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Construction is in progress of a new warehouse and business premises totalling 19,000 square metres of lettable area at Stockholm Gjutmästaren 8
in Ulvsunda industrial zone in Bromma. The premises are fully leased. Construction started in 2018 and is scheduled to be completed in early 2021.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 27
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Sagax’s property portfolio in Helsinki encompassed 71 properties with 575,000 square metres
of lettable area. The rental value was SEK 599 M. The average lease term
at year end was 5.0 years.
20
15
0
2014 2015 2016 2017 2018
At year end, Sagax’s property portfolio in the Helsinki mar- During the year, Sagax signed new leases covering a lettable
ket area consisted of 71 properties, offering 575,000 square area totalling 84,000 square metres, while leases on a total of
metres of lettable area. The market area represents 20% of 78,300 square metres were extended. During the year, ten-
Sagax’s lettable area and 24% of rental value in the Group. ants served notice of termination on a total of 75,700 square
The Helsinki market area consists of the municipalities of metres, resulting in net leasing of 8,300 square metres during
Espoo, Vantaa, Helsinki and Tuusula. Sagax’s properties are 2018.
strategically located along ring roads and other key roadways.
ACQUISITIONS AND SALES
PROPERTY MANAGEMENT In 2018, Sagax acquired three properties in Helsinki for a
At year end, the market area’s rental revenue derived from total of SEK 541 M and 87,000 square metres of lettable area.
358 leases and the average lease term was 5.0 years (4.7). Tikkurilantie 5 in Vantaa was the largest investment with a
Rental revenue totalled SEK 512 M (464) and profit from lettable area of 62,300 square metres. A total of SEK 718 M
property management was SEK 315 M (291) during the year. (305) was invested in the market area, corresponding to 19%
Net operating income increased 7% to SEK 395 M (368), pri- (18) of Sagax’s investments in 2018. Read more about prop-
marily as a result of property acquisitions in 2017 and 2018. erty acquisitions on page 20.
In 2018, Sagax invested SEK 177 M (118) in the existing One property with a total lettable area of 210 square
property portfolio in the market area. The two investments metres was divested during the year.
of a total of SEK 46 M in Helsinki are reported on page 25. In
total, the investments accounted for 26% of the investments
in the market area’s existing property portfolio during 2018.
28 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
0
2014 2015 2016 2017 2018
At year end, Sagax’s property portfolio in the Finland, uni- ants served notice of termination on a total of 11,100 square
versity cities market area consisted of 62 properties, offering metres, which means that net leasing amounted to –100
304,000 square metres of lettable area. The market area rep- square metres for 2018.
resents 11% of Sagax’s lettable area and 11% of rental value in
the Group. ACQUISITIONS AND SALES
The market area consists of the cities of Jyväskylä, In 2018, 12 properties were acquired in the market area with
Tampere, Oulu and Turku. a total of 92,500 square metres of lettable area. A total of
SEK 713 M (359) was invested in the market area, corre-
PROPERTY MANAGEMENT sponding to 20% of Sagax’s investments in 2018. Read more
At year end, the market area’s rental revenue derived from about property acquisitions on page 22.
279 leases and the average lease term was 5.4 years. Rental No properties were divested in the market area during the
revenue totalled SEK 249 M (132) while profit from property year.
management was SEK 150 M (81) during the year. Net oper-
ating income increased 65% to SEK 204 M (124), primarily as
a result of property acquisitions in 2017 and 2018.
In 2018, Sagax invested SEK 19 M (–) in the existing
property portfolio in the market area.
During the year, new leases were signed covering a letta-
ble area totalling 11,000 square metres, while leases on a total
of 7,600 square metres were extended. During the year, ten-
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 29
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Sagax’s Paris property portfolio comprises 48 properties with 219,000 square metres
of lettable area. The rental value was SEK 197 M. The average lease term
at year end was 5.9 years.
At the end of 2018, Sagax had 48 properties with 219,000 ACQUISITIONS AND SALES
square metres of lettable area in the Paris market area. The Nine properties were acquired in Paris for SEK 501 M in
market area represents 8% of the Group’s lettable area and 8% 2018. The premises comprise 66,500 square metres of
of the rental value. lettable area. Read more about property acquisitions on
page 22.
PROPERTY MANAGEMENT
At year end, the market area’s rental revenue derived from
163 leases and the average lease term was 5.9 years (9.4).
Rental revenue totalled SEK 168 M (104) and profit from
property management totalled SEK 98 M (48) during the
year. Net operating income increased 71% to SEK 129 M (75),
primarily as a result of property acquisitions during 2017 and
2018, but also due to lower vacancies.
In 2018, Sagax invested SEK 8 M (48) in the existing
property portfolio in the market area.
During the year, Sagax signed 21 new leases encompassing
a lettable area totalling 6,000 square metres, while five leases
on a total of 2,500 square metres were extended. During
the year, tenants served notice of terminating 19 leases on a
total of 4,400 square metres, which means that net leasing
amounted to 1,600 square metres in 2018.
30 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
3
n Rental value 7% n Market value 6 % n Lettable area 8 %
2
0
2014 2015 2016 2017 2018
At year end, Sagax’s property portfolio in the Netherlands ACQUISITIONS AND SALES
market area consisted of 33 properties, offering 222,000 In 2018, 17 properties were acquired in the Netherlands with
square metres of lettable area. The market area represents 8% a total of 116,000 square metres of lettable area. In total,
of Sagax lettable area and 7% of the rental value. properties for SEK 895 M were acquired in the market area,
corresponding to 30% of Sagax’s investments in 2018. Read
PROPERTY MANAGEMENT more about property acquisitions on page 22.
At year end, the market area’s rental value was allocated over
85 leases with an average lease term of 6.3 years (6.4). Rental
revenue totalled SEK 126 M (63) and profit from property
management amounted to SEK 81 M (40) during the year.
Net operating income increased 106% to SEK 123 M (61), as
a result of property acquisitions during 2017 and 2018.
In 2018, Sagax invested SEK 4 M (–) in the existing prop-
erty portfolio in the market area.
During the year, Sagax signed five new leases covering a
lettable area totalling 3,300 square metres, while six leases on
a total of 3,700 square metres were extended. Eight notices of
termination were received during the year on a lettable area
totalling 7,100 square metres, which means that net leasing
amounted to a decline of 3,800 square metres for 2018.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 31
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
In the Rest of Sweden market area, Sagax had a property portfolio comprising 47 properties
with 407,000 square metres of lettable area on 31 December 2018. The rental value was
SEK 213 M. The average lease term was 9.3 years.
20
15
10
n Rental value 8% n Market value 8% n Lettable area 14%
5
0
2014 2015 2016 2017 2018
At year end, Sagax’s property portfolio in the market area ACQUISITIONS AND SALES
consisted of 47 properties, offering 407,000 square metres of In 2018, no properties were acquired in the market area.
lettable area. The market area represents 14% of Sagax’s total One property with a total lettable area of 23,450 square
lettable area and 8% of rental value. Sagax’s property port- metres was sold during the year; see page 23.
folio in the market area includes Gambro’s headquarters in
Lund and the BE Group’s central warehouse in Norrköping.
PROPERTY MANAGEMENT
At year end, rental revenue for the market area derived from
51 leases. Rental revenue totalled SEK 206 M (206) and profit
from property management was SEK 156 M (133) for 2018.
Net operating income increased 1% to SEK 195 M (193).
Sagax has not signed any new leases and no tenants have
served notice of termination in 2018. Three agreements on a
total of 1,500 square metres were terminated by Sagax and
an agreement on 7,000 square metres were extended during
the year. The average lease term was 9.3 years (10.1). By far
the majority of the market area’s properties are leased under
triple net leases.
In 2018, a total of SEK 3 M (12) was invested in the mar-
ket area’s existing property portfolio.
32 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
The Rest of Finland market area encompasses 150 properties with 338,000 square metres of lettable
area at year end. The rental value was SEK 226 M. The average lease term at year end
was 5.4 years. In 2018, 29 properties were divested.
4
n Rental value 9% n Market value 8% n Lettable area 12%
2
0
2014 2015 2016 2017 2018
Sagax’s property portfolio in the Rest of Finland comprises ACQUISITIONS AND SALES
150 properties with 338,000 square metres of lettable area. No properties were acquired in the market area during the
The market area represents 12% of Sagax’s lettable area and year.
9% of rental value in the Group. In 2018, 29 smaller properties with a lettable area of
19,800 square metres were divested in this market area, see
PROPERTY MANAGEMENT page 23.
At year end, rental revenue for the market area derived from
187 leases. The average lease term was 5.4 years. Triple net
leases account for by far the largest share of leases in the Rest
of Finland.
Rental revenue totalled SEK 226 M (217) and profit from
property management was SEK 161 M (159). Net operating
income for 2018 increased 13% to SEK 214 M (189), primar-
ily as a result of property acquisitions in 2017 and compen-
sation paid in conjunction with tenants prematurely vacating
premises during the year.
In 2018, 200 square metres was leased to tenants while
leases on 26,900 square metres were extended. Notices ter-
minating 2,800 square metres were received. As a result, net
leasing in the market area declined –2,600 square metres.
In 2018, Sagax invested SEK 10 M (1) in the existing
property portfolio in the market area.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 33
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
In Germany, Denmark and France (excluding Paris), Sagax had a property portfolio
comprising 20 properties with 140,000 square metres of lettable area on 31 December 2018.
In 2018, two properties were acquired in France.
Market area Rest of Europe’s property portfolio Share of Sagax’s property value
%
No. of
Country properties Lettable area Share 7
Denmark 2 6,500 4% 6
Sagax’s property portfolio in the Rest of Europe market area During the year, the organisation in Paris signed two new
consists of 20 properties with 140,000 square metres of letta- leases for properties located in France outside of Paris total-
ble area. The market area represents 5% of Sagax’s lettable ling 1,800 square metres of lettable area and received notice
area and rental value. of termination on one lease pertaining to a total of 1,000
The total investments in the market area, including prop- square metres. Net leasing in the Rest of Europe market area
erty acquisitions, amounted to SEK 108 M (17), correspond- increased by 800 square metres.
ing to 3% of the Group’s investments in 2018.
ACQUISITIONS AND SALES
PROPERTY MANAGEMENT In 2018, two properties with a total lettable area of 20,000
At year end, rental revenue for the market area derived from square metres were acquired in the French cities of
36 leases. The average lease term was 14.5 years (16.5). Neuville-en-Ferrain and Lyon, respectively, see page 22.
Rental revenue totalled SEK 123 M (115) and profit from No properties were divested in the market area during the
property management totalled SEK 93 M (81). Net operating year.
income for 2018 increased 7% to SEK 114 M (107), primarily
as a result of property acquisitions during 2017 and 2018.
34 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
At 31 December 2018, the market value of the property portfolio was SEK 29,024 M.
All properties were appraised by independent valuation companies. In 2018, Sagax’s yield
was 6.8% and its weighted yield requirement was 7.1%.
INTERNATIONAL ACCOUNTING STANDARDS moving out during the year; refer to the table below entitled
Sagax prepares its consolidated financial statements according Unrealised changes in value. The general change in market
to the EU-approved International Financial Reporting Stan- value affected property values by a total of SEK 804 M (808),
dards (IFRS). primarily due to lower yield requirements in the property
Sagax has elected to recognise its properties at fair value market. The change in market value corresponds to 2.8% of
according to the Fair Value Method, meaning their commer- year end market value of the properties.
cial market value. Accumulated unrealised changes in value for the past ten
years are presented in Note 28 on page 114.
MARKET VALUE
The total market value of Sagax’s 512 properties (495) was SAGAX’S PROPERTIES WITH THE HIGHEST MARKET VALUE
SEK 29,024 M (23,771) on 31 December 2018. The change At 31 December 2018, the total market value of Sagax’s ten
in the carrying amount of the properties during 2018 is ex- largest properties (in terms of value) was SEK 6.0 billion
plained below. Property valuation is subject to some uncer- (5.9). Bank loans corresponded to 21% (25) of the property
tainty and frequently based on assumptions regarding future portfolio’s total market value. Sagax’s ten properties with the
trends for a number of parameters. highest appraised value, categorised alphabetically, are pre-
Net investments during 2018 amounted to SEK 3,437 M sented in the table on page 36.
(1,680) or 14% (8) of the opening property value. In addition,
translation from foreign currency affected the amount by EXTERNAL MARKET VALUATIONS
SEK 551 M (348). The value trend of the properties has been Sagax has chosen independent valuation companies to assess
positive since 2010. The weighted yield requirement was 7.1% the fair value of its properties. The external market valuations
(7.3) at 31 December 2018. are undertaken each quarter and encompass all of Sagax’s prop-
The total recognised unrealised change in value during erties, with the exception of the properties in Germany which,
the year was SEK 1,265 M (1,113). in 2018, were appraised externally as per 31 December.
REVALUATION OF PROPERTIES
The value of the property portfolio rose by SEK 461 M (304)
net as a result of lease renegotiations, new lettings and tenants
Summary of the Sagax property portfolio, see page 18. «READ MORE
Market overview, see page 11.
Accounting policies, see Note 1, page 88.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 35
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Sagax believes that the use of reputable, independent valua- objects shows the valuation companies that were employed at
tion companies creates the optimal long-term conditions for year end and how many properties they appraised. The valua-
a fair and trustworthy assessment of the properties’ market tion techniques and analyses are presented on page 100.
value. The table below on the value distribution of appraised
Market value and area of properties Estimated share of market value corresponding to the present
value of net operating income from existing leases
000s square metres SEK M
3,000 30,000 Weighted Lease Weighted cost Percentage
yield term, of capital, of market
2,400 24,000 Market area requirement years cash flow value
Stockholm 5.8% 4.5 7.9% 24%
1,800 18,000
Helsinki 7.1% 5.0 8.4% 33%
1,200 12,000 Finland,
university cities 7.7% 5.4 8.6% 34%
600 6,000 Paris 7.2% 5.9 8.3% 31%
0
Netherlands 7.3% 6.3 6.7% 39%
0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Rest of Sweden 7.0% 9.3 8.6% 48%
Lettable area Rest of Finland 7.5% 5.4 7.2% 35%
Market value Rest of Europe 13.0% 14.5 6.4% 77%
Average 7.1% 6.0 7.9% 34%
Distribution of valuation objects Properties with the highest market value, in alphabetical order
Property appraisers Country No. of properties Lettable area,
Property Municipality sqm
Savills Sweden Sweden 128
Peltola & Co Finland 283 Holger-Craaford Strasse 26 Hechingen, Germany 64,000
Cushman & Wakefield | RED Denmark 2 Jordbromalm 4:3 Haninge, Sweden 51,400
READ MORE » Valuation techniques and analyses, see Note 13 on page 100.
Accumulated unrealised changes in value, see Note 28 on page 114.
36 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Top picture: In Gennevilliers, 15 minutes north-west of Paris, a new industrial building is under construction with 1,800 square metres of lettable
area that is scheduled to be completed at the end of 2019. The premises are fully leased. The property includes an existing building with 4,900
square metres of lettable area.
Bottom picture: During the third quarter of 2018, the Metsälehmuksentie 6 property was acquired in Jyväskylä, comprising 14,000 square metres
of lettable area and 87,000 square metres of land. The property is fully leased.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 37
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Financing
BACKGROUND EQUITY
Sagax pursues highly capital-intensive operations. Access Sagax seeks to gain a balance between an attractive return
to capital is an essential condition for the development of a on equity and an acceptable level of risk. At year end, equity
successful property business. Assets totalled SEK 33,690 M totalled SEK 15,416 M (11,356), corresponding to an equity/
(27,240) at year end. Operations are funded using a combina- assets ratio of 46% (42).
tion of equity, interest-bearing liabilities and other liabilities. At 31 December 2018, equity was represented by four
Equity and interest-bearing liabilities corresponded to 92% types of shares: Class A, B and D common shares, and pref-
(92) of Sagax’s year-end financing. erence shares. The shares are listed on Nasdaq Stockholm,
Financial expenses amounted to SEK 481 M (444), rep- Large Cap. There are a total of 13,416,822 Class A shares,
resenting the largest operational expense. During 2018, the 144,979,405 Class B shares, 101,900,000 Class D shares and
interest coverage ratio was 433% (401), while the debt ratio 16,784,028 preference shares outstanding. The holding of
was 47% (50) at year end. The financial structure is designed treasury shares amounted to 1,000,000 Class B shares. The
with a clear focus on operating cash flow and interest coverage chart below shows the trend in equity since 2009, together
ratio. This is expected to create both excellent prerequisites with explanations of reasons for the changes.
for expansion and an attractive return on equity. Equity at 31 December 2018 is calculated as follows, set
Sagax endeavours to have well-balanced fixed-interest and out in the Articles of Association. Of equity, SEK 30.00 is
debt maturity profiles to secure its operating cash flow. The distributed per preference share, plus an accumulated but
average fixed-interest period was 3.0 years (2.1) at year end. unpaid dividend on preference shares of SEK 2.00 per year.
This fixed-interest period reduces interest-rate sensitivity but Subsequently, the remaining equity is distributed among
leads to a higher average interest rate than a shorter fixed- Class A, B and D shares, with up to a maximum of SEK 35.00
interest period. At year end, the average maturity period was distributed per Class D share. At 31 December 2018, equity
3.6 (3.1) years, which is viewed as offering a low refinancing amounted to SEK 71.40 (54.30) per Class A and B share, SEK
risk, considering the company’s debt ratio and position in 35.00 (35.00) per Class D share and SEK 32.00 (32.00) per
general. In 2019, a total of SEK 312 M (316) is to be repaid, preference share. Class D common shares are entitled to five
corresponding to 2% (2) of interest-bearing liabilities at year times the total dividend on Class A and B shares, although not
end 2018. more than SEK 2.00 per share annually.
The Group has financial covenants in its loan contracts.
The covenants are cash-flow based or are related to the debt
ratio. Sagax fulfils all covenants. Since it is unlikely that these
covenants will result in any premature refinancing require-
ment, the company’s financial position is robust.
It was announced in September 2018 that Moody’s
I nvestors Service had raised Sagax’s rating to Baa3 with
a stable outlook. This is an investment grade rating.
READ MORE » The Sagax share and shareholders, see page 54.
Financial targets, see page 8.
38 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
SEK M
Multiple
11
Interest-bearing liabilities, 31 December 2017 13,691 10
Refinancing 8,538 9
8
Loan repayment –6,707 7
Change in exchange rates 241 6
5
Interest-bearing liabilities, 31 December 2018 15,763 4
3
Allocated borrowing costs –80 2
Recognised interest-bearing liabilities, 1
0
31 December 2018 15,683 2014 2015 2016 2017 2018
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 39
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
enants that must be fulfilled by the debtor. In the event of Sagax has an obligation to have long-term, unutilised credit
any breach of the covenants, the bank may request Sagax to facilities available that cover all commercial paper outstand-
repay the loan prematurely. Typically, the covenants consist ing at any one time.
of certain key performance indicators that must be fulfilled.
Example of undertakings under these covenants include that Financial policy
the debt ratio shall remain below a specific level or that the The financial policy sets guidelines and rules as to how
interest coverage ratio shall exceed a certain level. fi nancial operations in Sagax are to be pursued. The financial
The financial covenants in loan contracts are cash-flow policy is adopted by the Board each year and states how the
based or are related to the debt ratio. Other covenants are that various risks in Sagax’s financial operations are to be limited
borrowing subsidiaries must be fully owned, that they must and the risks that Sagax may assume. The aim is that financial
not raise further loans, that the lease terms are observed and management must:
that creditors are provided with financial information, such as ■■ ensure the short- and long-term supply of capital.
a nnual reports, in addition to other non-financial covenants. ■■ adjust the financial strategy and management of financial risks
Should a mandatory bid be made for the shares in Sagax, on the basis of the development of operations to ensure that a
the banks are entitled, in certain cases, to request the re- long-term stable capital structure is attained and maintained.
negotiation of loan contracts and, ultimately, demand early ■■ attain optimal net financial items within the set risk
repayment. framework.
READ MORE » Correlation between the debt ratio and property values, see page 51.
The interest coverage ratio’s dependence on the occupancy rate, see page 51.
Financial KPIs, see page 64.
40 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
eral is provided in the form of shares and participations in the never be set lower than 0% when determining interest rates.
property-owning Group companies. The company is of the Corresponding limitations for underlying market interest rates
opinion that the terms of the mortgage deeds are commercial. are not stipulated in any of the interest-rate swap agreements.
Accordingly, rising market interest rates in 2018 reduced this
Fixed-interest periods effect on interest expenses.
To limit interest-rate risk, defined as the risk of an impact on
earnings or cash flow due to changes in market interest rates, Fixed-income derivatives
and thus increase the predictability in profit from property Consequently, Sagax’s fixed-income derivatives totalling SEK
management, Sagax has a significant portion of its interest 6,198 M (8,010), corresponding to 58% (59) of the company’s
expenses from fixed-rate loans. To limit interest-rate risk for interest-bearing liabilities subject to floating interest rates,
loans at floating interest rates, the company uses various types curbed the interest-rate risk at 31 December 2018.
of fixed-income derivatives. Overall, fixed-rate loans and Derivatives consist of interest-rate swaps and interest-rate
fixed-income derivatives amounted to SEK 11,336 M (8,010), caps. Sagax’s counterparties for the derivative contracts
or 72% (59) of the company’s total interest-bearing liabilities. are Nordea, Svenska Handelsbanken, SEB, Swedbank, Den
Taking into account fixed-income derivatives, the av- Danske Bank, HSBC, Société Générale, ING and Deutsche
erage fixed-interest period was 3.0 years (2.1) at year end. Pfandbriefbank. Fixed-income derivatives are denominated in
The company’s profit from property management will be SEK or EUR.
impacted only marginally by general changes in interest The year’s changes in the value of financial derivatives is
rates. The longer fixed-interest period reduces interest-rate recognised as realised or unrealised changes in value in profit
sensitivity but leads to a higher average interest rate than a or loss. Unrealised changes in value affect profit for the year
shorter interest coverage ratio. Combined with Sagax’s high but not cash flow or the profit from property management. A
economic o ccupancy rate (95%) and a low element of prop- presentation of Sagax’s exposure to changes in value of finan-
erty e xpenses, the company’s profit from property manage- cial derivatives is available on page 51, as part of the “Risks
ment and cash flow are predictable. The cost of fixing interest and risk management” section.
rates is a consequence of the size of hedging, maturities and
the choice of financial derivatives. Changes in STIBOR and Nominal interest-rate swaps
EURIBOR interest rates also result in changes in the relative An interest-rate swap is a contract between two parties
cost of fixing interest rates. covering an exchange of interest payments during a specified
The average interest rate on the company’s interest- period. By combining a floating interest rate loan (STIBOR
bearing liabilities was 2.2% (3.0), including the effect of or EURIBOR) and an interest-rate swap, a predetermined
derivatives, at year end. The bar chart on page 41 presents interest rate during the term of the interest-rate swap can
the Group’s average interest rates and the share that corre- be ensured. The contract results in Sagax gaining a floating
sponds to loan margins, costs for the underlying STIBOR or rate of interest (corresponding to the interest rate on the loan
EURIBOR interest rates and the cost of fixing interest rates. contract) at the same time that a fixed interest rate (the swap
Compared with the preceding year end, the average cost rate of interest) is paid. An interest swap can be completed for
for the fixed portion of the interest-rate swaps decreased by various maturities such as for 2, 5 or 10 years. The nominal
0.6 percentage points. Lower loan margins reduced interest interest-rate swaps on the closing date had an average term
rates by 0.1 percentage points. The negative STIBOR and of 3.7 years (4.5). At year end, Sagax’s interest-rate swaps
EURIBOR rates increased the cost of the loan contracts by 0.1 consisted of a nominal amount of SEK 2,471 M (4,497), cor-
percentage points and reduced the cost of fixed-income de- responding to 40% (56) of Sagax’s fixed-income derivatives.
rivatives by 0.2 percentage points. This is because most bank No premium is paid for this type of derivative and the value
loans have terms specifying that STIBOR and EURIBOR can of the derivative is zero on maturity dates.
Fixed-interest period and debt maturity, 31 December 2018 Average interest rates, December 31 2014-2018
%
Fixed-interest periods Debt maturity 4.1% 3.3% 3.1% 3.0% 2.2%
5
Year of expiry SEK M Interest rate Share SEK M Share
4
0.2%
2019 5,460 1.8% 35% 312 2% 1.7% 0.2% 0.2%
3
2020 604 3.5% 4% 2,668 17% 1.1% 0.9% 0.8% 0,8
0.2%%
0.2%
2021 1,285 2.2% 8% 3,149 20% 2
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 41
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
1) Average strike rate has been used for the interest-rate cap.
–25 80
4,544 5,981 8,709 11,356 15,416
–50 60
–75
40
–100 8,472 10,499 12,496 13,616 15,683
20
–125
0
–150 2014 2015 2016 2017 2018
2019 2020 2021 2022 2023 2024 2025 2026 2027
Interest-bearing liabilities Shareholders’ equity Other liabilities
42 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
rent requirements. In this context, working capital refers to SAGAX’S CASH FLOW IN 2018
Sagax’s potential to gain access to cash and cash equivalents Cash flow from operating activities before changes in work-
to meet its payment obligations as they fall due. The current ing capital amounted to SEK 1,490 M (1,194). Cash flow
operations tie up a limited amount of working capital, since from operating activities deviates from profit from property
most rental revenue is received in advance, while expenses are management primarily due to profit from joint ventures in
paid in arrears. 2018 partly being reinvested in these operations. Dividends
Sagax’s working capital, excluding prepaid rental revenue of SEK 254 M (139) were received during the year from joint
of SEK 199 M (167), amounted to SEK –1,059 M (–1,350) ventures, an amount that is included in recognised cash flow.
at 31 December 2018. At the same date, unutilised credit Changes in working capital had a net impact of SEK
facilities amounted to SEK 3,392 M (3,233). At year-end, 100 M (–26) on cash flow. Investing activities had a nega-
Sagax had contracts with SEB, Nordea, Den Danske Bank, tive net impact of SEK –3,771 M (–1,855) on cash flow, and
Swedbank, ING ( and ) Société Générale covering revolving pertained mainly to property acquisitions. Cash flow from
credit facilities totalling SEK 4,529 M (3,355), of which SEK financing activities contributed SEK 2,195 M (464) net during
3,122 M was unutilised at year end. Sagax has also reached the year, of which SEK 8,487 M (3,322) as a result of loans
agreements with SEB, Nordea, Swedbank, HSBC and ING raised. A total of SEK 6,707 M (2,395) in capital repayments
covering short-term credit facilities totalling SEK 454 M was charged to cash flow from financing activities and SEK
(324), of which SEK 269 M (236) was unutilised at year end. 479 M (386) was paid in dividends to shareholders during the
No additional collateral needs to be pledged to utilise these year. In total, cash and cash equivalents increased SEK 14 M
lines of credit. (–223) during 2018; see the cash-flow statement on page 82.
Sagax’s holdings of listed shares amounted to SEK 872 M
(442) and mainly comprised shares in NP3 Fastigheter AB
and Nyfosa AB.
Amortization/
Bank/bond repayment
loans
SE 7 M
K
8 0
7
Operating
6,
activities
,4
SEK Investments
1
87
3
SE
,80
Share
,4
issue
M
SE
K
90
Dividend
3
Other
9M
1,
7
SEK
12
SE
1
4 242 Redemption offer
5M
2 2
sales SEK 2
SE
K
4
SE
SEK
4M Other
M
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Investment grade
Moody’s Investors Service applies a rating method to Aa3
establish a rating profile for Sagax on this rating scorecard. A1
The following rating table comprises a key component of this A2
method. A complete description of the rating method for A3
“REITs and other commercial property firms” is available at Baa1
www.moodys.com. Sagax’s rating Baa2
An investment grade category is assessed as beneficial at 30 June 2018 Baa3
for Sagax, since this enables efficient access to the European
capital markets, which means in turn a lower refinancing Ba1
risk, lower financing costs and longer tenors. During the year, Ba2
Sagax issued an unsecured bond loan of EUR 500 M in the Ba3
Non-investment grade
European capital market. The bond loan extends to 17 Janu-
B1
ary 2024 with a fixed interest rate of 2.00%. The bond issue
B2
was the first under the Sagax EMTN programme. The EMTN
B3
programme has an upper limit of EUR 1.5 billion.
Caa1
Caa2
Caa3
Ca
Lowest
C
The following rating table was received from Moody’s Investors Service in October 2018
Moody’s 12–18 Month Forward View
As of 30 June 2018 As of 30 June 2018
REITs and Other Commercial Property Firms Industry Grid Measure Score Measure Score
Factor 1: Scale (5%)
a) Gross Assets (USD Billion) USD 3.46 Baa USD 3.8–4.0 Baa
Factor 2: Business Profile (25%)
a) Market Positioning and Asset Quality Ba Ba Ba Ba
b) Operating Environment Baa Baa Baa Baa
Factor 3: Liquidity and Access To Capital (25%)
a) Liquidity and Access to Capital Baa Baa Baa Baa
b) Unencumbered Assets / Gross Assets 54.2% Ba 54%–56% Ba
Factor 4: Leverage and Coverage (45%)
a) Total Debt + Preferred Stock / Gross Assets 47.9% Baa 47.0%–47.5% Baa
b) Net Debt / EBITDA 7.24 x Ba 7.5 x–7.9 x Ba
c) Secured Debt / Gross Assets 18.5% Baa 15%–17% Baa
d) Fixed-Charge Coverage 4.92 x A 4.0 x–4.2 x Baa
Rating:
a) Indicated Outcome from Scorecard Baa3 Baa3
b) Actual Rating Assigned Baa3
44 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Joint ventures
Sagax owns 50% of Söderport Holding AB and also owns the value of fixed-income derivatives was SEK 42 M (65)
15% of Hemsö Fastighets AB, indirectly through Hemsö during the year. The total value of the commitment associated
I ntressenter AB. The remainder is owned by the Third with ownership of joint ventures amounted to SEK 3,286 M
Swedish National Pension Fund. (2,632), of which SEK 2,837 M (2,259) was recognised as
Sagax’s share of profit from property management in participations in accordance with the equity method and
joint ventures amounted to SEK 312 M (278) during the year. associated financial instruments were recognised at SEK
The company’s share of changes in the value of properties 449 M (373) following market valuation.
amounted to SEK 635 M (541) and the share of changes in
Söderport Hemsö
2018 2017 2018 2017
31 Dec 31 Dec 31 Dec 31 Dec
Sagax’s participating interest, % 50 50 15 15
Rental revenue, SEK M 585 548 2,607 2,363
Profit from property management, SEK M 285 254 1,443 1,314
Profit for the year, SEK M 854 769 3,092 2,591
Sagax’s share of profit from property management, SEK M 142 127 170 151
No. of properties 70 69 365 346
Rental value, SEK M 674 591 2,808 2,541
Properties’ market value, SEK M 7,683 6,603 46,236 38,883
Lettable area, sqm 686,000 650,000 1,732,000 1,636,000
Lease term, years 5.0 4.5 9.7 9.2
Economic vacancy rate, % 4 6 2 2
Interest-bearing liabilities, SEK M 3,907 3,287 29,728 25,575
Loan maturity, years 1.5 2.6 7.9 5.0
Fixed interest, years 3.2 2.8 5.9 5.0
Market value of fixed-income derivatives, SEK M –222 –328 –281 –544
For additional information on Sagax’s joint ventures, refer to Note 23 on page 110. «READ MORE
Consolidated statement of comprehensive income, see page 78.
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
SÖDERPORT
Capital structure, December 31, 2018 Property value per segment, December 31, 2018
Other non-
Deferred tax iability 8% interest-bearing liabilities 3%
Reserve for financial
derivatives 3 %
Non-covered
loans 2%
Equity 38%
Sweden, other 33% Stockholm 67%
SÖDERPORT HOLDING AB During the year, one property was acquired for SEK 81 M
Sagax owns 50% of Söderport Holding AB, with the remain- with a total lettable area of 8,300 square metres. A total of
ing share owned by Nyfosa Group. On behalf of S öderport, SEK 355 M was invested in the existing property portfolio
Sagax handles the financial administration and most of the during the year.
property management of the Söderport Group. Nyfosa is re- Söderport’s associated company Autologistikk, in which
sponsible for property management at certain locations. Söderport owns 24.5% of the shares, signed an agreement in
Söderport contributed SEK 142 M (127) to Sagax’s profit 2018 for the sale of the company’s warehouse and office prop-
from property management in 2018. erty in Torslanda. As a result of this, Söderport recognised an
A corresponding 64% of Söderport’s rental value of SEK unrealised change in value of SEK 55 M. The sale was com-
674 M was located in Stockholm on 31 December 2018. pleted in January 2019.
S öderport’s economic vacancies amounted to SEK 26 M (35) The partnership between Nyfosa and Sagax is governed
at year end, corresponding to a vacancy rate of 4% (6). Of the by a long-term shareholder agreement, according to which
economic vacancies, SEK 6 M (9) comprised fixed-term rent the parties have equally large controlling rights regarding
discounts provided for new lettings. At year end, Stockholm S öderport. The shareholder agreement determines, inter alia,
accounted for 91% of the economic vacancies. rules for decision making in respect of investments and sales.
In 2018, 71 new leases were signed with a total lettable The shareholder agreement also regulates pre-emption rights
area of 34,000 square metres. During the year, tenants served and how share sales in Söderport may be conducted.
notice of terminating 42 leases on a total of 37,000 square The yield in 2018 was 5.8% (6.2). The change was due pri-
metres. Consequently, net leasing amounted to –3,000 square marily to positive revaluations of properties during the year.
metres. Agreements were also reached in 2018 regarding Söderport’s external loans at year end amounted to SEK
extensions of leases corresponding to a total area of 50,000 3,907 M (3,287), with average weighted capital tied-up of 1.5
square metres. years (2.6). The average weighted fixed-interest term was 3.2
years (2.8).
46 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
HEMSÖ
Capital structure, December 31 2018 Other non-interest- Property value per segment, December 31 2018
bearing liabilities 3%
Deferred tax liability 6 % Judicial system 8%
Equity 28%
Healthcare 17% Retirement
homes 41%
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Sagax has a distinct focus on the long-term growth of the company’s profit from property management.
To facilitate assessments of the company’s position, Sagax’s estimated earnings capacity on an
annual basis and a summary of the trend in the earnings capacity at
each year end since 2013 are presented below.
– of which, holders of Class A and B shares 1,178 939 Profit from property management
READ MORE » The Sagax share and shareholders, see page 54.
48 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
Investments and
divestments 137 – 1,126 –94 236 – 1,726 –94 200 – 2,200 –36
Property expenses –18 –4 –59 8 –268 –29 –4 –35 3 –333 –34 –14 –40 6 –415
Net operating 16 26 278 –26 1,491 22 26 110 –4 1,644 15 37 275 –7 1,963
income
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 49
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
RENTAL REVENUE AND RENT TRENDS electricity and heating costs for the properties. For the bulk
Sagax’s revenue is impacted by long-term demand for prem- of these expenses, tenants are either charged directly or the
ises in the warehouse and light industry segment, the proper- expense is passed on by Sagax at cost price. Sagax’s exposure
ties’ occupancy rate and the rent level received. to changes in operating expenses is thus relatively limited.
The rental markets for the warehouse and light industry In the event of vacancies, the company’s profit is not only
segment in the Stockholm and Helsinki regions are Sagax’s impacted by lost rental revenue but also by expenses for such
largest markets and account for 51% (55) of the Group’s rental items as power, which were previously paid by the tenants.
value. These rental markets are characterised by relatively low
volatility and a limited level of relocation. To limit Sagax’s TRANSACTION-RELATED RISKS
e xposure to vacancies and rent losses, Sagax endeavours to Property acquisitions form part of the company’s day-to-day
offer leases with long average terms and to prioritise tenants operations and are, by their very nature, associated with uncer-
with a high credit rating, despite these entailing slightly lower tainty. Risks related to the acquisition of properties include the
immediate earnings. This is particularly important in rela- future loss of tenants, environmental conditions, limitations
tion to major tenants. Dependency on individual tenants is on the right of use and technical faults. Risks connected with
reduced in pace with the acquisition of properties by Sagax. the acquisition of property companies include taxes and legal
Rent-level risk is attributable to trends in current market disputes. It is therefore vital to have the right expertise for
rents. Sagax’s management strategy stipulating long-term property acquisitions in the organisation and to engage external
leases mitigates this risk for the foreseeable future. Sagax expertise where necessary. Sagax contends that the company
works continuously to renegotiate existing leases with the has adequate expertise to implement acquisitions and to inte-
aim of minimising the short-term risk. Leases with a term in grate these into the property management operation.
excess of three years normally include a supplement linked In connection with property divestments, it is common for
to the Consumer Price Index (CPI) in Sweden and to similar the seller to provide guarantees regarding the validity of the
indexes in other markets, meaning they are fully or partially leases, environmental risks and so forth. When selling a prop-
inflation indexed. At year end, 99% of Sagax’s contractual erty company, it is also common to provide guarantees that no
rents were linked to the CPI or similar indexes. tax disputes or other legal disputes exist that could impact the
company in the future. The guarantees are normally limited
CREDIT RISK in time. It is important that such commitments are correctly
The primary counterparty risk to which Sagax is exposed is formulated and, in Sagax’s opinion, the company has adequate
that tenants could fail to make the payments required by their competence to assess and formulate such documents.
lease. The geographic distribution of Sagax’s property port-
folio and the industries of its tenants are highly diversified. CHANGES IN VALUES OF PROPERTIES
Sagax’s lease structure of many small leases help reduce the Sagax is exposed to changes in the market value of the property
risks of vacancies and rent losses. portfolio. To assess the properties’ market value, Sagax engages
In conjunction with acquisitions and leases, counterparty the services of external valuation companies. The company
risk assessments are carried out and contracts are supple- believes that the use of reputable, independent valuation com-
mented, if necessary, by collateral in the form of deposits, panies creates the optimal long-term conditions for a fair and
bank guarantees, surety provided by the Parent Company or a trustworthy assessment of the properties’ market value.
similar instrument. Sagax works continuously to monitor and Sagax recognises its property holdings at fair value
evaluate the financial position of its tenants. Sagax’s opinion according to the accounting standard IAS 40 Investment
is that the company’s tenants, with a small number of excep- Property, stipulating that the properties’ consolidated
tions, have a solid financial position. carrying amounts correspond to their assessed market value.
Accordingly, declining market values for the company’s prop-
OPERATING AND MAINTENANCE COSTS erties will negatively impact the company’s income statement
Regarding the rental situation for premises in the warehouse and balance sheet. Declining market values may occur due to
and light industry segment, tenants in this area often assume a weakened economy, rising interest rates or property-specific
relatively far-reaching responsibility for operations and main- circumstances, including vacancies, a deterioration in the
tenance. The most significant operating expenses include technical standard or accidents resulting in material damages.
50 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
The company takes continuous actions to limit its exposure to curves, the effects on Sagax’s profit before tax in connection
these events through, for example, proactive management, the with a simulated parallel shift of, for example, +1.0 percent-
signing of property insurance agreements and by formulating age point (100 basis points) in the underlying swap curves is
leases with adequate contractual terms. presented in the chart below. All other things being equal, this
To prepare the accounts in accordance with generally would entail a positive revaluation of Sagax’s fixed-income
accepted accounting policies, company management must derivatives by SEK 103 M. A corresponding downward shift
make judgments and assumptions that affect asset and liability of 1.0 percentage point would entail a negative revaluation of
items, revenue and expense items recognised in the accounts SEK 99 M. Sagax’s earnings are also affected by the company’s
and other information provided. The actual outcome may differ share in profit of joint ventures, which – like Sagax – use fixed-
from these judgments. The valuation of investment properties income derivatives to reduce their interest-rate risks and mea-
can be significantly affected by the judgments and assumptions sure their derivatives at market value on a quarterly basis.
made by company management. In order to reduce the risk of
incorrect valuations, Sagax has engaged authorised external FINANCING
appraisers to assess the market value of all of the properties. Sagax’s financing primarily comprises equity and inter-
A sensitivity analysis for property values in relation to est-bearing liabilities. In a bid to limit its refinancing risk,
changes in the assumptions on yield requirements, cost of defined as the risk that refinancing existing debt cannot take
capital, rental revenue and property expenses is presented in place on reasonable terms, Sagax endeavours to have a low
Note 13. percentage of current interest-bearing financing and to secure
refinancing for non-current interest-bearing liabilities at ample
CHANGE IN VALUES OF FINANCIAL DERIVATIVES advance notice. In addition, Sagax strives to use several dif-
To limit the interest-rate risk, defined as the risk of an impact ferent sources of financing. Overall, this working approach is
on earnings or cash flow due to changes in market interest deemed effective in limiting the company’s refinancing risk.
rates, and thus increase the predictability of profit from prop- The company’s long-term financing comprises credit facili-
erty management, Sagax uses nominal interest-rate swaps and ties, listed bond loans and commercial paper. The counterpar-
interest-rate caps. Sagax’s fixed-income derivatives comprised ties of the credit facilities are Swedish and foreign commercial
a nominal total of SEK 6,198 M (8,010) at year end. banks. In certain cases, the facilities may be subject to special
The financial derivatives are measured at market value conditions, such as maintaining a specific interest coverage
each quarter and their value is affected by the financial mar- ratio. This means that creditors may be entitled to demand
kets’ expectations regarding the development of underlying repayment of granted credit lines prematurely or request
market interest rates over the term of the derivative. The changed conditions if these special commitments are not met
changes in value are recognised as an expense in profit or loss by the borrower. Sagax has financial covenants. The company
and as a liability in the balance sheet, but do not affect cash complies with all of its financial covenants. Sagax is of the
flow. Over time, all other things being equal, the provision in opinion that the facilities are on commercial terms.
the balance sheet will be gradually reversed and recognised as The table on page 53 shows both the debt ratio’s sensi-
revenue until the end of the derivative’s term. tivity to changes in property values and the interest coverage
To understand the valuation effects on Sagax’s fixed-in- ratio’s sensitivity to changes in the properties’ occupancy rate.
come derivatives in the event of changes in the underlying swap
Revaluation in the event of changes in swap curves Effect on debt ratio upon change in value of
SEK M property portfolio at 31 December 2018
300
Change, % –20 –10 0 +10 +20
200
Value change, SEK M –5,805 –2,902 – 2,902 5,805
100 Debt ratio, % 57 51 47 43 40
0
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
52 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
TAXES AND AMENDED LEGISLATION are known as temporary differences; refer to Note 14. Sagax
In a decision of 20 December 2016 pertaining to the has also taken into account deferred tax assets regarding
2014 income year, the Swedish Tax Agency denied the Group accumulated loss carryforwards in its Group companies. The
company Sagax Bruket Fastigheter AB deductions for loss consequence is that Sagax’s earnings and equity are exposed
carryforwards of SEK 277 M and imposed additional tax of to changes in tax legislation in those countries in which the
SEK 28 M. In a ruling on 27 February 2018, the Administrative Group conducts operations.
Court upheld the Swedish Tax Agency’s claim in a decision of Changes in ownership, which entail a change in the con-
7 December 2017 pertaining to the 2015 income year, the Tax trolling influence over the company, could result in partial or
Agency also denied the group company Firethorne AB deduc- entire restrictions on the ability to utilise losses from previous
tions for loss carryforwards of SEK 1,166 M. In a ruling on 7 years. The possibility to utilise the loss carryforwards may
February 2019, the Administrative Court upheld the S wedish also be impacted by amendments to legislation.
Tax Agency’s claim Sagax is of the opinion that the Tax The company pays property tax for all properties except
Agency’s decisions are incorrect and the companies concerned for three properties in Stockholm, and the majority of leases
have appealed the decision. If the Tax Agency’s decisions were include a clause stipulating that this cost will be defrayed by
to be upheld, Sagax estimates that the negative earnings effect the tenants.
recognised for the Group would be SEK 85 M and SEK 156 M, Sagax’s tax expenses are explained in Note 12.
respectively. Sagax has not made any provisions for these risks. Other factors that may have negative implications for the
In its financial statements, Sagax has taken into account company include amendments to legislation or legal practices,
deferred tax based on the difference between an asset’s or including law of tenancy and legislation governing acquisitions
l iability’s carrying amount and its tax-assessment value, which and the environment.
SENSITIVITY ANALYSIS
Sagax’s exposure to material risks in the company’s operations is presented below.
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DIRECTOR'S REPORT
Sagax has four share classes, which are all listed on Nasdaq Stockholm, Large Cap.
The company’s market capitalisation on 31 December 2018 amounted to SEK 25 billion.
Price performance for Class A share 2018 Price performance for Class B share 2018
SEK Number SEK Number
170 150 140 1,300
160 130 1,200
150
120 1,100
140 120 110
130 1,000
120 100 900
110 90 800
100 90 80
700
90 70
80 600
60
70 60 500
60 50
400
50 40
40 30 300
30 30
20 200
20
10 100
10
0 0 0 0
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
Sagax A Number of shares traded per week, thousands Sagax B Number of shares traded per week, thousands
Carnegie Real Estate Index OMX Stockholm_Pl Carnegie Real Estate Index OMX Stockholm_Pl
Source: Sourcce
Price performance for Class D share 2018 Preference share price performance 2018
SEK Number SEK Number
40 45 450
3,000
35 40 400
2,500
30 35 350
25 2,000 30 300
25 250
20 1,500
20 200
15
1,000 15 150
10
10 100
5 500
5 50
0 0 0
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC 0
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
Sagax D Number of shares traded per week, thousands
The preference share Number of shares traded per week, thousands
Sagax D (total return)
Source:
The preference share (total return) Source:
READ MORE » Events after the end of the year, see page 65.
Corporate Governance Report, see page 66.
Notification of the 2018 Annual General Meeting (AGM), see page 146.
54 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
INCENTIVE PLANS FOR EMPLOYEES The subscription price corresponds to the price paid for the
Sagax has three warrant plans for the company’s employees. Class B share at the start of the warrant plan, converted using
In total, Sagax’s employees hold 801,670 warrants, corre- the average share price trend for the listed property compa-
sponding to 0.5% of the number of Class A and B shares nies in accordance with Carnegie’s property index (CREX)
outstanding. The company’s CEO and Board Members do during the corresponding period. Accordingly, the warrants
not participate in the plans. These plans are valid for three will have a value on condition that the price performance of
years, and encompass the periods 2016–2019, 2017–2020 and the Sagax share exceeds the average for the listed property
2018–2021. Warrants entitle the holder to subscribe for Class companies during each three-year period.
B shares in June 2019, June 2020 and June 2021, respectively.
56 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
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DIRECTOR'S REPORT
The Sagax Board of Directors has proposed to the AGM on 7 EQUITY PER CLASS A AND B SHARE
May 2019 that it resolve to approve a corresponding incentive Equity per Class A and B share after dilution amounted to
plan providing entitlement to the company’s employees, with SEK 71.34 (54.26). EPRA NAV per Class A and B share
the exception of the CEO and the Board Members, to sub- amounted to SEK 88.45 (70.07). The share price for the Class
scribe for new common shares in June 2022. B share at the end of the period was 182% (181) of equity
No additional warrants or convertibles are outstanding. per Class B share and 147% (140) of EPRA NAV per Class B
share. EPRA (the European Public Real Estate Association)
LIQUIDITY PROVIDER is an interest organisation for listed property companies and
Carnegie Investment Bank serves as liquidity provider for investors in Europe, whose assignment includes setting the
the company’s Class A and D shares within the framework standard for the key figure EPRA NAV (Net Asset Value).
of Nasdaq Stockholm’s liquidity provider system. Under the EPRA NAV is used for calculating long-term net asset value
agreement with Carnegie, the liquidity provider establishes and is defined as recognised equity according to the balance
buy and sell prices in the order book for Class A and D Sagax sheet following reversal of reserves for fixed-income deriv-
shares, at the same time as a guaranteed volume of shares is atives, deferred tax pertaining to temporary differences on
provided on the buy and sell pages of the order book. The property values and deferred tax pertaining to reserves for
purpose of the agreement is to promote share liquidity. fixed-income derivatives.
Share price/profit from property management per common share Share price in relation to equity and EPRA NAV
Multiple %
25 350
20 280
15 210
10 140
5 70
0 0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Share prince/profit from property management Share price/equity per Class B share
per Class B share, rolling 12 months Share price/EPRA NAV per Class B share
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
INSIDER-REGISTERED TRANSACTIONS
Below are the transactions reported to the Swedish Financial Supervisory Authority’s insider register conducted
in the period between 1 January 2018 and 28 February 2019 by Board Members and employees of AB Sagax.
Transaction Person in
date Duty to report managerial position Position Character Instruments Volume
8 Feb 2019 Staffan Salén Staffan Salén Chairman of the Board Divestment Sagax D 500,000
8 Feb 2019 Duco AB David Mindus CEO Acquisition Sagax A 52,000
8 Feb 2019 Duco AB David Mindus CEO Acquisition Sagax B 508,000
18 Dec 2018 Camilla Werdelin Ulrika Werdelin Board Member Gift received Sagax B 35,000
18 Dec 2018 Ulrika Werdelin Ulrika Werdelin Board Member Gift presented Sagax B 35,000
17 Dec 2018 Camilla Werdelin Ulrika Werdelin Board Member Divestment Sagax B 3,000
17 Dec 2018 Fredrik Werdelin Ulrika Werdelin Board Member Divestment Sagax B 2,500
17 Dec 2018 Gabriela Werdelin Ulrika Werdelin Board Member Divestment Sagax B 1,800
10 Dec 2018 Björn Garat Björn Garat Deputy Managing Director Divestment Sagax D 12,038
7 Dec 2018 Björn Garat Björn Garat Deputy Managing Director Divestment Sagax D 9,032
6 Dec 2018 Björn Garat Björn Garat Deputy Managing Director Divestment Sagax D 31,975
29 Nov 2018 Mindustri AB David Mindus CEO Divestment Sagax D 2,000,000
2 Nov 2018 Duco AB David Mindus CEO Acquisition Sagax A 20,000
2 Nov 2018 Mindustri AB David Mindus CEO Divestment Sagax A 20,000
25 Oct 2018 Salénia Holding AB Staffan Salén Chairman of the Board Acquisition Sagax A 133,731
17 Sep 2018 Filip Engelbert Filip Engelbert Board Member Divestment Sagax D 155,365
30 Aug 2018 Björn Garat Björn Garat Deputy Managing Director Divestment Sagax D 24,227
30 Aug 2018 Björn Garat Björn Garat Deputy Managing Director Acquisition Sagax D 2,800
30 Aug 2018 Gabriela Werdelin Ulrika Werdelin Board Member Divestment Sagax B 1,650
20 Jul 2018 Björn Garat Björn Garat Deputy Managing Director Divestment Sagax D 12,597
19 Jul 2018 Björn Garat Björn Garat Deputy Managing Director Divestment Sagax D 6,064
18 Jul 2018 Björn Garat Björn Garat Deputy Managing Director Acquisition Sagax D 18,661
18 Jul 2018 Fredrik Werdelin Ulrika Werdelin Board Member Divestment Sagax B 1,000
17 Jul 2018 Björn Garat Björn Garat Deputy Managing Director Acquisition Sagax D 18,039
17 Jul 2018 Björn Garat Björn Garat Deputy Managing Director Divestment Sagax D 18,039
12 Jun 2018 Björn Garat Björn Garat Deputy Managing Director Acquisition Warrants Class B 20,893
share 2018-2021
11 Jun 2018 Björn Garat Björn Garat Deputy Managing Director Redemption increase Sagax B 27,400
11 Jun 2018 Mikael Dahlberg Mikael Dahlberg Group controller Redemption increase Sagax B 10,400
6 Jun 2018 Agneta Segerhammar Agneta Segerhammar CFO Acquisition Warrants Class B 18,274
share 2018-2021
6 Jun 2018 Mikael Dahlberg Mikael Dahlberg Group controller Acquisition Warrants Class B 8,016
share 2018-2021
4 Jun 2018 Björn Garat Björn Garat Deputy Managing Director Subscription Sagax BTA D 1,589
4 Jun 2018 Förvaltnings AB Johan Thorell Board Member Subscription Sagax BTA D 1,976
Grötlingboudd
1 Jun 2018 Förvaltnings AB Johan Thorell Board Member Subscription Sagax BTA D 1,320
Hummelbosholm
1 Jun 2018 Förvaltnings AB Johan Thorell Board Member Subscription Sagax BTA D 1,770
Hummelbosholm
29 May 2018 Andreas Mindus David Mindus CEO Subscription Sagax BTA D 1,280
29 May 2018 Björn Garat Björn Garat Deputy Managing Director Subscription Sagax BTA D 89,125
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DIRECTOR'S REPORT
Transaction Person in
date Duty to report managerial position Position Character Instruments Volume
29 May 2018 Bockepall Johan Cederlund Board Member Subscription Sagax BTA D 8,221
Förvaltnings AB
29 May 2018 David Mindus David Mindus CEO Subscription Sagax BTA D 400
29 May 2018 David Mindus David Mindus CEO Acquisition Sagax BTA D 187,228
29 May 2018 David Mindus David Mindus CEO Acquisition Sagax BTA D 2,634,566
29 May 2018 Filip Engelbert Filip Engelbert Board Member Acquisition Sagax AB GFA PREF 124,551
29 May 2018 Förvaltnings AB Johan Thorell Board Member Subscription Sagax D 11,400
Grötlingboudd
Förvaltnings AB
29 May 2018 Hummelbosholm Johan Thorell Board Member Subscription Sagax D 99,249
29 May 2018 Förvaltnings AB Johan Thorell Board Member Subscription Sagax D 74,034
Hummelbosholm
29 May 2018 David Mindus David Mindus CEO Subscription Sagax BTA D 1,280
29 May 2018 Isabelle Mindus David Mindus CEO Subscription Sagax BTA D 1,573
LMG Distribution
29 May 2018 Aktiebolag Björn Garat Deputy Managing Director Subscription Sagax BTA D 6,457
29 May 2018 Mikael Dahlberg Mikael Dahlberg Group controller Subscription Sagax BTA D 1,706
29 May 2018 Salénia Holding AB Staffan Salén Chairman of the Board Subscription Sagax BTA D 1,990,580
29 May 2018 Sara Kersby Mindus David Mindus CEO Subscription Sagax BTA D 15,989
29 May 2018 Staffan Salén Staffan Salén Chairman of the Board Subscription Sagax BTA D 4,600
21 May 2018 Camilla Werdelin Ulrika Werdelin Board Member Subscription Sagax BTA D 4,000
21 May 2018 Fredrik Werdelin Ulrika Werdelin Board Member Acquisition Sagax BTA D 11,120
21 May 2018 Gabriela Werdelin Ulrika Werdelin Board Member Acquisition Sagax BTA D 11,404
21 May 2018 Ulrika Werdelin Ulrika Werdelin Board Member Acquisition Sagax BTA D 49,581
18 May 2018 David Mindus David Mindus CEO Acquisition Sagax BTA D 1,650,000
17 May 2018 David Mindus David Mindus CEO Acquisition Sagax A 35,000
Parent Company
Profit after tax for the Parent Company amounted to SEK Cash flow from operating activities before changes in work-
208 M (34). During the year, the Parent Company’s fees for ing capital amounted to a negative SEK 392 M (neg: 112). A
property and company management from Group companies net of SEK 5,068 M (1,287) was invested in 2018, as capital
amounted to SEK 46 M (39) and fees from joint ventures to contributions and through loans to Group companies. During
SEK 16 M (16). the year, cash flow from financing activities contributed SEK
The Parent Company’s assets primarily comprise shares 5,307 M (1,375), mainly in the form of the raising of bond
and participations in subsidiaries or joint ventures, as well as loans in EUR. Parent Company’s cash-flow statement is pre-
receivables from Group companies. The Parent Company’s sented on page 86.
assets totalled SEK 17,766 M (10,879), of which receivables
from Group companies accounted for SEK 11,725 M (7,230).
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LEGAL STRUCTURE sibility for accounting, financing and tax issues throughout
At year end, the Group consisted of 290 Group companies the Group and work closely with colleagues in each country.
with domiciles in Sweden, Finland, France, Denmark and Sagax’s business development in Stockholm also works closely
the Netherlands; see page 61. The properties in Germany with colleagues in Finland, France and the Netherlands.
are directly owned by five Swedish companies. The Parent Sagax has offices in Stockholm, Helsinki, Rotterdam, Paris,
Company owned, directly or indirectly, 289 subsidiaries. In Jyväskylä and Tampere.
addition, the Parent Company owned 50% of the associated
companies Söderport Holding AB and Hemsö Intressenter EMPLOYEES
AB, which in turn owned 30% of Hemsö Fastighets AB. No Sagax’s long-term development is dependent on highly skilled
properties are owned by the Parent Company. and professional employees. For this reason, it is important
that the company is an attractive employer that can attract
ORGANISATION and has the ability to retain highly skilled personnel in the
The company’s domicile and head office are in Stockholm, long term.
where the company’s Group functions of accounting, tax, Sagax offers a flexible and creative environment where
finance and business development are located. In Finland, decision paths are short.
France and the Netherlands, the operations are headed by the Skills development is important for Sagax and career
Managing Directors of each operation. The CFO, Head of development discussions are held annually, to provide incen-
Finance and Tax Director in Stockholm have overall respon- tives for the development of each employee. During the year,
Operating structure
1) Company management.
2) Overall Group responsibility for specialist area.
Sagax conducted the intern recruitment in the appointment except for the CEO and the company’s Board Members. The
of a new position as Tax Director for the Group. When hiring, Incentive Plan helps to increase personal commitment and
great importance is attached to personal qualifications and create a culture where business targets are a natural part of
qualities. day-to-day activities. Sagax employees held a total of 801,670
Sagax also holds an annual conference attended by all of warrants with the right to subscribe for common shares cor-
its employees, where the company’s development, challenges responding to 0.5% of the number of Class A and B shares
and opportunities are discussed for two days. The purpose outstanding.
of the conference is to create a shared knowledge and values
foundation for the entire organisation, with an important aim ETHICS AND EQUAL OPPORTUNITIES
that Sagax’s employees take responsibility and feel a sense of The company has an equal opportunities plan. Regardless of
involvement in the business. gender, age, sexual orientation, religion or ethnic background,
Sagax has managed to remain a relatively small organisa- employees shall be provided with the same opportunities
tion despite its rapid expansion. Of Sagax’s 59 employees, all and have the same rights and obligations. This applies, for
were permanently employed, 26 were women and the average example, to salary structure, opportunities for promotion,
age was 40 years. At the end of the year, four consultants skills development and the right to good working conditions.
were contracted in the operations, mainly to replace existing Equal opportunity efforts are to be pursued as a partnership
staff, for example, during parental leave. The average number between employer and employees. Every employee bears an
of employees during the year was 56.7. 13 employees were individual responsibility for actively participating in equal
recruited in 2018 – five in Finland, two in the Netherlands, opportunity efforts.
two in France and four in Sweden. Five employees left the
company during the year. PROPERTY CARE-TAKING
The guidelines for remuneration of senior executives In Stockholm, Helsinki and Paris, property care-taking and
are shown on page 62 in the corporate governance section. on-call duties are outsourced. Tenants outside Stockholm,
Helsinki and Paris are responsible for property care-taking
INCENTIVE PLANS FOR EMPLOYEES themselves.
Sagax has three warrant plans for the company’s employees.
The plans are for three years and are targeted at all employees
France 4 10
Netherlands 28
5
Total 290
0
Under 30 year 30-39 year 40-49 year 50-59 year 60-69 year
Women
Men
Number of employees
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DIRECTOR'S REPORT
Multi-year summary
Translation differences for foreign operations 363 254 196 –92 122
Share of other comprehensive income for joint ventures 3 5 12 –8 8
Translation differences pertaining to hedge accounting –49 –84 –64 10 –40
Tax on items that may be reversed to profit or loss –29 –13 –11 8 –6
Comprehensive income for the year 3,454 3,126 2,586 1,599 837
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
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event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
READ MORE » The Sagax share and shareholders, see page 54.
Definitions, see page 150.
Calculations, see page 151.
64 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DIRECTOR'S REPORT
On 11 January 2019, Sagax announced in a press release that total investment amounted to SEK 255 M. The properties
based on five separate transactions it had agreed to acquire comprise a lettable area of 31,000 square metres, primar-
eight properties in the Netherlands, three properties in ily comprising warehouse and light industry premises. The
Paris and one property in Stockholm. The total investment remaining average lease term is 1.9 years and the annual
amounted to SEK 200 M. The properties comprise a lettable rental value amounts to SEK 18 M. The occupancy rate is
area of 19,900 square metres, primarily comprising ware- 91%.
house and light industry premises. The remaining average On 6 March, Sagax announced in a press release that as
lease term is 8.2 years and the annual rental value amounts to part of its EMTN programme it had issued an unsecured bond
SEK 13 M. The occupancy rate is 76%. Occupancy is sched- loan of EUR 300 M in the European capital market. The bond
uled to take place during first quarter of 2019. loan has a duration of six years and extends to 13 March 2025
On 25 January, Sagax announced in a press release that with a fixed interest coupon of 2.25%. The bond loan will
based on four separate transactions it had agreed to acquire primarily be used to refinance existing debt with shorter
six properties in Paris and one property in Stockholm. The maturities and for the company’s operating activities.
Sagax’s owners govern the company directly and indirectly through various decision-making systems. The
important corporate governance systems are discussed below. The corporate governance applied at Sagax
meets the requirements stated in the Swedish Companies Act, the Swedish Annual Accounts Act, the
Swedish Corporate Governance Code (the Code) and Nasdaq Stockholm’s Rule Book for Issuers.
66 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
CORPORATE GOVERNANCE
adopted by the Board, approval and accounting of business Governance and follow-up
transactions, proxy and authority structures, authorised signa- Profit outcomes are continuously followed up at several levels
tories, Group-wide definitions, templates, reporting tools and of the company, i.e. at both the property and Group levels.
accounting and valuation principles. Standardised reporting They are checked against both budget and forecasts. The
procedures and clear work plans and divisions of responsibil- result is analysed by both the administration and accounts
ity are important parts of Sagax’s control activities. departments and presentations are made to both the CEO and
When Sagax’s financial reports are prepared, significant the Board. According to the Board’s instruction to the Audit
income statement and balance sheet items are examined and Committee, the company’s auditors must report directly to
analysed with extra thoroughness. Risk management concern- the Audit Committee at least twice annually. The auditors
ing these items is the top priority. In the income statement, must report their observations from their examination and
these items are primarily rental revenue, financial items and their assessment of the internal control. Their observations
changes in value since these amount to significant sums, and are then presented to the Board at the following Board meet-
in the case of changes in value they are highly dependent on ing. Minutes from the Audit Committee meetings are incor-
judgments. With respect to the income statement, properties porated into Board materials prior to the next Board meeting.
and interest-bearing liabilities are analysed with extra care.
System controls, process description and various intra-Group Internal auditing requirements
directives are used to ensure that no material misstatements The effectiveness of internal auditing largely depends on
have occurred or could occur. the company’s organisational structure and the size of the
Having an organisation abroad entails the need to coordi- organisation. Sagax has a relatively small organisation, with
nate administrative procedures and having systems to prevent the administration of finance, accounting and leases managed
deterioration of the control environment. Accordingly, Sagax’s from the company’s Stockholm, Helsinki, Rotterdam and
offices in Helsinki, Stockholm, Paris and Rotterdam essen- Paris offices. Profit/loss and the balance sheet are followed
tially share the same systems and procedure. The four organ- up quarterly, by the various functions in the company and by
isations use the same IT systems on the same servers, and the company management. As a result of these considerations, the
offices are in close communication. However, the Paris and company does not see a need for a special internal audit unit.
Rotterdam offices are still partly dependent on external com-
petencies for ongoing accounting and for the accounting of BOARD OF DIRECTORS
taxes and fees. The intention is that ongoing accounting will According to the Articles of Association, Sagax’s Board is to
ultimately essentially be transferred to the systems used at comprise at least three (3) and at most eight (8) members,
the Stockholm and Helsinki offices. not including deputies. Sagax’s Board of Directors consists of
Property managers have a clear profit responsibility for six members, who were elected at the 2018 AGM. The Board
the properties in their charge. Together with the analysis comprises Board Members Johan Cederlund, Filip Engelbert,
performed at Group level, their regular analyses of the prop- Staffan Salén, Johan Thorell, Ulrika Werdelin and CEO
erties’ financial statements are an important part of internal David Mindus. Staffan Salén was appointed Chairman of the
controls to ensure that the financial statements is free of Board at the 2018 AGM. The term of all Board Members runs
material misstatements. Sagax continuously develops its sys- until the end of the next AGM. For further information about
tem support for the operation. the Members of the Board, see page 74.
Swedish law, Nasdaq Stockholm regulations and the Swedish disposal of companies and properties, procurement of loans
Corporate Governance Code. and guarantees, organisational issues, forecasts and full-year
Company management presents the quarterly report to all and interim reports.
employees after it has been communicated in accordance with ■■ According to the Board’s work plan, it is the Chairman of
the rules and regulations. The Board receives additional infor- the Board’s responsibility to ensure that the Board performs
mation about risk management, internal control and financial its work effectively and fulfils its obligations.
statements from the auditors via the Audit Committee, or at
Board meetings attended by the auditors.
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CORPORATE GOVERNANCE
In particular, the Chairman of the Board must: meetings in 2018, one of which was a statutory meeting. The
■■ organise and lead the Board’s work, encourage an open and main issues at the meetings for the year were acquisition and
constructive discussion within the Board and facilitate the divestment of properties, financing issues and the adoption of
Board’s work to the greatest possible extent. interim reports and forecasts. The Board was also informed of
■■ e nsure that the Board continuously updates and deepens its the current state of the business. In addition to the minuted
knowledge of the company and its operations, and otherwise meetings, the Board also met once for a special discussion
receives the training necessary to perform Board work effec- of the company’s future strategies and financial targets. The
tively. Chairman of the Board ensured that the Board’s work was
■■ m aintain ongoing contact with and serve as a discussion evaluated and the results then discussed by the Board. The
partner and support for the CEO, and consult with the CEO financial targets adopted by the Board were followed up as
on strategic issues. budgets and quarterly reports were adopted.
■■ e nsure that the Board receives satisfactory information and
ua
ry
• Forthcoming AGM
• Profit outcomes
us
• Profit outcomes g ay
Au • State of the business
• State of the business
July June • Financing issues and risks
• Financing issues and risks
• Internal control • Organizational issues
• Organizational issues • Forthcoming AGM
• Strategy issues
68 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
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CORPORATE GOVERNANCE
NOMINATION COMMITTEE AND BOARD COMMITTEES for company management. The Remuneration Committee
Nomination Committee held one meeting about remuneration, as well as conferring
The 2018 AGM resolved to assign the Chairman of the Board with one other on multiple occasions by telephone and e-mail
to contact the three largest shareholders or groups of share- during the year. The Committee’s report on its evaluation of
holders in terms of votes, pertaining to directly registered senior executives is available at the Sagax website,
shareholders and nominee-registered shareholders, according www.sagax.se.
to Euroclear’s transcript of the shareholders’ register at 30
September 2018 and ask each to appoint one representative, Audit Committee
plus the Chairman of the Board, to constitute the Nomination The members of the Audit Committee, which was appointed
Committee for the period until a new Nomination Commit- at the Board’s statutory meeting on 7 May 2018, are Johan
tee has been appointed according to authorisation from the Thorell and Staffan Salén. The Audit Committee normally
next AGM. The majority of the members of the Nomination meets the company’s auditors twice per year. The Board has
Committee are to be independent in relation to the company adopted an instruction concerning the work of the Audit
and company management. At least one of the Nomination Committee. The task of the Audit Committee is to maintain
Committee’s members must be independent in relation to and increase the efficiency of contacts with the Group’s audi-
the company’s largest shareholder or the group of sharehold- tors, exercise supervision over accounting and financial state-
ers, in terms of votes, that works together in respect of the ments procedures, evaluate the auditors’ work and monitor
administration of the company. The CEO or another mem- the development of accounting policies and requirements. The
ber of executive management must not be a member of the Audit Committee held two minuted meetings with the audi-
Nomination Committee. Board Members may be appointed tors in 2018, as well as one minuted meeting in 2019. During
to the Nomination Committee but are not to constitute a these meetings, topics including the auditors’ examination of
majority of its members. If more than one Board Member the company’s financial reporting and internal controls were
is appointed to the Nomination Committee, at least one of presented and discussed. The auditors’ observations and opin-
them is required to be dependent in relation to the company’s ions were subsequently reported to the Board.
major shareholders. The Nomination Committee is to elect
its chairman from among its own members. The Chairman AUDIT
of the Board or any other Board member is not to be elected The auditors are required to examine the company’s annual
chairman of the Nomination Committee. The composition report and accounting, as well as the management by the
of the Nomination Committee must be announced no later Board and the CEO. The auditors are required to attend, and
than six months prior to the 2019 AGM. The Nomination present a report at, the Board meeting where the decision is
Committee announced on 25 October 2018 has the following made whether to adopt the annual accounts for the preceding
composition: fiscal year. The auditors are required to submit an auditor’s
■■ Björn Alsén, representing David Mindus and companies. report to the AGM after every fiscal year. The auditors also
■■ Håkan Engstam, representing Rutger Arnhult and companies. reviewed the interim report for January-June 2018, and sub-
■■ Erik Salén, representing the Salén family and companies. mitted a review report concerning the interim financial infor-
■■ Staffan Salén, Chairman of the Sagax Board of Directors. mation for that period. The auditors are elected by the AGM
The Nomination Committee has, in accordance with the for a one-year term.
requirements of the Swedish Annual Accounts Act and the The 2018 AGM elected the authorised accounting firm
Swedish Corporate Governance Code, decided on a diversity Ernst & Young AB, with Authorised Public Accountant
policy for election to the Board. The policy reads “The Board Magnus Fredmer as the signing auditor in charge for the
must have an appropriate composition in terms of expertise period until the 2019 AGM. Magnus Fredmer has been
and experience. It is considered important that members are Sagax’s auditor since 2012.
also shareholders in the company. It is of the utmost impor- The company’s auditors attended one Sagax Board meet-
tance that the selection of members is non-discriminatory on ing in 2018 and one in 2019.
the grounds of sex, transgender identity or expression, ethnic-
ity, religion or other belief, disability, sexual orientation and STOCK MARKET INFORMATION
age.” The Nomination Committee held one minuted meeting The company is required to provide rapid, correct, relevant
and also maintained contact by telephone and e-mail. and reliable information to existing and potential sharehold-
ers and other investors that not only meet the requirements of
Remuneration Committee Nasdaq Stockholm and the stock market at all times, but the
At its statutory meeting on 7 May 2018, the Board appointed company’s own strict requirements as well. The company sub-
a Remuneration Committee consisting of the Board of mits interim reports concerning the business on a quarterly
Directors. The Board has adopted an instruction concerning basis, and a year-end report and annual report for the entire
the work of the Remuneration Committee. The task of the fiscal year. Sagax uses its website to rapidly provide informa-
Remuneration Committee is to prepare issues concerning tion to the stock market. Significant events are announced
remuneration and other terms and conditions of employment through separate press releases.
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CORPORATE GOVERNANCE
70 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
CORPORATE GOVERNANCE
Members Filip Engelbert, Johan Thorell, Ulrika Werdelin and other senior executives in accordance with the guidelines
Johan Cederlund are independent in relation to the company, below. Agreements with other senior executives are reached
company management and the company’s principal owners. by the CEO jointly with the Chairman of the Board.
David Mindus, who is Sagax’s CEO, is dependent in relation The company is to offer commercially competitive remu-
to the company. Staffan Salén and David Mindus represent in neration levels and terms and conditions of employment in
excess of 10% of the voting rights and are thus considered to order to retain and, where necessary, recruit senior executives
be dependent in relation to the company’s principal owners. with the necessary expertise and experience. Remuneration
Independence in relation to the company and its principal to the company’s management is to essentially take the form
owners entails that there are no extensive business connec- of cash salary. Remuneration may comprise a combination of
tions with the company, and that the Board Members repre- fixed and variable salary. Remuneration is to mainly comprise
sent less than 10% of the shares or voting rights at year end. fixed salary and be considered to correspond to commercially
No special agreements have been reached between Sagax competitive compensation for doing an adequate job. The
and major shareholders, customers, suppliers or other parties variable salary supplement is to pertain to additional compen-
that caused any Board members or executive management sation for work that has been exceptionally well performed,
to be chosen for these posts. There are no restrictions on the an exceptional workload or another similar circumstance.
rights of Board Members or senior executives to sell their Unless there are special reasons for not applying this rule, the
Sagax securities. None of the Group’s member companies variable salary supplement is not to exceed 50% of the fixed
has entered into agreements that entitle Board Members or annual salary. In addition, the Board is to annually assess
members of executive management to benefits after their whether or not a share-based or share-price-based incentive
respective assignments end. However, members of executive plan is to be proposed to the AGM. Termination salary must
management are entitled to a salary for a certain period after not exceed six monthly salaries. Severance pay is not to be
their employment has been terminated by the company; see applied.
Note 5. The Board of Directors is entitled to deviate from the
aforementioned guidelines if the Board finds specific reasons
REMUNERATION OF THE BOARD AND to motivate this in isolated cases. If the Board of Directors
SENIOR EXECUTIVES deviates from the remuneration guidelines for senior execu-
The AGM on 7 May 2018 resolved to pay a total of SEK tives, a report on this must be made to the immediately fol-
960,000 in director fees, of which SEK 300,000 to the lowing AGM."
C hairman of the Board and SEK 165,000 to each other AB Sagax has complied with the guidelines resolved by
non-executive Board member elected by the AGM. The CEO the AGM. For further information about remuneration of
receives no remuneration for his Board assignment for AB company management, see Note 5. The Board will propose
Sagax. Fees to the auditors are to be paid based on approved to the 2019 AGM that corresponding guidelines also apply in
invoices. the future.
Board fees to three of the Board members were paid to
companies in accordance with agreements reached between ANNUAL GENERAL MEETING (AGM)
the individuals in question and Sagax, which are cost-neutral The AGM is the company’s highest decision-making body.
for Sagax. At the AGM, all shareholders are given the opportunity to
The 2018 AGM passed the following guidelines for exercise influence over the company represented by their
remuneration of senior executives: respective shareholdings. Considering the current ownership
group, it has not been viewed as justified to implement such
"Remuneration paid to the CEO is prepared by the Remuner- measures as simultaneous interpretation at the AGM or trans-
ation Committee and established by the Board at a scheduled lating presentations into other languages.
Board meeting. The CEO does not participate in this deci-
sion. The Board assigns the CEO the task of negotiating with AGM 7 May 2018
The AGM of AB Sagax on 7 May 2018 resolved:
■■ t he income statements and balance sheets, and the Board’s
MANAGEMENT STRUCTURE
proposed appropriation of profits be adopted.
■■ t o adopt the Board’s proposed dividend of SEK 1.80 per
Shareholders Nomination
via the AGM Committee Class A and Class B common share and SEK 2.00 per pref-
Auditors Remuneration erence share and Class D common share for the 2017 fiscal
Board of Directors Committee year, with quarterly payments of SEK 0.50 per preference
Audit Committee share and Class D common share. Friday 29 June 2018;
Friday 28 September 2018; Friday 28 December 2018 and
CEO
Friday 29 March 2019 were resolved as the record dates for
Company the payments of dividends on preference shares and Class D
management common shares.
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CORPORATE GOVERNANCE
■■ t hat the new Class D common shares and the new prefer- basis of a new issue of Class A common shares, Class B
ence shares that may be issued under the authority granted common shares, preference shares, Class D common shares,
by the Meeting are to provide entitlement to dividends from warrants and/or convertibles in the company. The total
the date on which they are entered into the shareholders’ number of shares encompassed by such new share issues
register administered by Euroclear. may not exceed 10% of the number of votes in the company,
■■ t o discharge the Board Members and the CEO from per- based on the total number of votes in the company on the
sonal liability for the 2017 fiscal year. date when Board first utilises the authorisation.
■■ t hat the number of Board Members amount to six for the ■■ t o authorise the Board, on one or more occasions prior to
period until the next AGM. the next Annual General Meeting, to make decisions to
■■ t o re-elect the Board Members Johan Cederlund, Filip acquire a total of as many Class A common shares, Class B
Engelbert, David Mindus, Staffan Salén, Johan Thorell and common shares, preference shares, Class D common shares,
Ulrika Werdelin. Staffan Salén was appointed Chairman of warrants and/or convertibles as necessary so that the com-
the Board. pany’s holdings at any time do not exceed a tenth of the
■■ t o pay fees in the amount of SEK 300,000 to the Board total number of shares in the company. Acquisitions of trea-
Chairman and SEK 165,000 to each other non-executive sury shares are to take place on Nasdaq Stockholm and may
Board member elected by the AGM. The fees also include only take place at a price within the price span applicable
remuneration for committee work. at any time, meaning the span between the highest bid and
■■ t o establish principles for the composition of a Nomination lowest offer price, or on the basis of an acquisition offering
Committee for the 2019 AGM. directed to all shareholders, whereby the acquisition is to
■■ to re-elect Ernst & Young AB as auditors for the forthcom- take place at a price that on the decision date corresponds
ing one-year period, with Magnus Fredmer as the audi- to a minimum of the applicable share price and a maximum
tor-in-charge. Fees to the auditors are to be paid based on of 150% of the applicable share price. Acquisition of trea-
approved invoices. sury warrants and/or convertibles is to take place at a price
■■ t o establish guidelines for remuneration of senior execu- that on the decision date corresponds to a maximum of the
tives. market value.
■■ to implement the 2018/2021 Incentive Plan, based on the ■■ t o authorise the Board, on one or more occasions prior
issue of a maximum of 500,000 Series 2018/2021 war- to the next AGM, to make decisions to transfer, with or
rants. Disapplying the preferential rights of shareholders, without disapplying the shareholders’ preferential rights,
subscription entitlement will accrue to the wholly owned all or portions of the company’s holding of treasury Class A
subsidiary, Satrap Kapitalförvaltning AB. The warrants will common shares, Class B common shares, preference shares,
be issued free of charge. Each warrant entitles the Class D common shares and/or warrants as payment for
holder to subscribe for one new Class B common share in acquisitions of properties or property companies, or parts of
AB Sagax. properties or property companies, at a price corresponding
■■ S atrap Kapitalförvaltning be permitted to transfer a max- to the share price or, regarding warrants the market value,
imum of 500,000 warrants in AB Sagax of the 2018/2021 on the date of sale. Transfer of all or portions of the com-
series to employees, or to have control over the warrants pany’s holdings of treasury Class A common shares, Class B
in some other manner in order to secure obligations pur- common shares, preference shares and/or Class D common
suant to Incentive Plan 2018/2021. Each employee is shares may also occur, on one or more occasions prior to the
to be offered an opportunity to acquire warrants in an next AGM, to finance such acquisitions, for which shares
amount corresponding to a maximum of one twelfth of the are to be sold on Nasdaq Stockholm at a price that is within
e mployee’s annual salary before income tax. It is estimated the price interval applicable at any time.
that the maximum number of additional Class B common ■■ t o approve the Board’s decision to increase the company’s
shares will not exceed 500,000, corresponding to approx- share capital by a maximum of SEK 41,758,874.50 through
imately 0.34% of the total number of Class B common a new share issue of a maximum of 23,862,214 Class D
shares in the company, subject to full subscription and full common shares, with preferential rights for existing share-
exercise of all warrants. The increase in share capital in holders. The right to subscribe for Class D common shares
such a case will amount to a maximum of SEK 875,000. with preferential right will accrue to those who on the
The Incentive Plan is targeted at individuals who are or will record date of the Rights Issue are registered as shareholders
be employees of AB Sagax or its subsidiaries. The compa- of the company. Each existing share (regardless of whether
ny’s Board of Directors and the CEO are not covered by the it is a Class A, Class B or D common share or a preference
offer. share) provides entitlement to one (1) subscription right.
■■ t o authorise the Board, within the framework of the appli- Ten (10) subscription rights provide entitlement to one
cable Articles of Association, with or without disapplying new Class D common share. The subscription price is SEK
the shareholders’ preferential rights, on one or more occa- 27.50 per Class D common share. The record date for the
sions prior to the next Annual General Meeting, to make adoption of which shareholders are entitled to subscribe for
decisions to increase the company’s share capital on the Class D common shares using preferential right shall be 11
72 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
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CORPORATE GOVERNANCE
May 2018. Subscription of Class D common shares using ■■ be registered in the shareholders’ register maintained by
subscription rights is to take place by cash payment during Euroclear Sweden AB (“Euroclear”) on Tuesday, 30 April
the period of 15 May 2018 through 29 May 2018. Subscrip- 2019.
tion of Class D common shares without using subscription ■■ notify the company of their intention to participate at
rights is to take place during the same period on a separate the following address: AB Sagax, attention: Coco Thorin,
subscription list. The Board of Directors is to be entitled to Engelbrektsplan 1,
extend the subscription and payment period. SE-114 34 Stockholm or by e-mail to:
arsstamma2019@sagax.se, not later than Tuesday 30 April
Ahead of the AGM on 7 May 2019 2019 at 4:00 p.m.
The 2019 AGM of Sagax will be held on 7 May 2019 at 4:00 Notification should include name, personal identification
p.m. at Spårvagnshallarna, Birger Jarlsgatan 57 A, Stockholm, number or corporate registration number, address and
Sweden. Shareholders intending to participate in the AGM telephone number.
must: Notice to convene the AGM, including resolution
proposals, is presented on page 146.
During the second quarter 2018, the Admiraal de Ruyterstraat 2 property was acquired in Schiedam, 15 minutes from central Rotterdam.
The property encompasses 10,700 square metres of lettable area and is located near the Port of Rotterdam, which the largest in Europe.
The premises are fully leased to a tenant active in the installation of air conditioning.
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CORPORATE GOVERNANCE
Board of Directors
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CORPORATE GOVERNANCE
Sagax’s Board of Directors consists of Johan Cederlund, Staffan Salén, Ulrika Werdelin, David Mindus, Filip Engelbert and Johan Thorell.
1) Independent in relation to the company and its principal owners means that there are no extensive business connections with the company and that Board Members
represented less than 10% of the shares or votes at the end of the year.
Remuneration of the Board and CEO, see Note 5 on page 96. «READ MORE
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CORPORATE GOVERNANCE
Company management
DAVID MINDUS
See page 68.
BJÖRN GARAT
Head of Finance and Deputy Managing Director since 2012.
Education: MSc in International Economics and Business at Linköping University.
Work experience: Partner and responsible for Corporate Finance at Remium Nordic AB and
financial analyst.
Holding in AB Sagax as of 31 December 2018: 60,765 Class A shares, 893,874 Class B shares,
50,847 Class D shares, 148 preference shares and 60,709 warrants for Class B shares.
AGNETA SEGERHAMMAR
CFO of Sagax since 2018.
Education: Bachelor’s degree in Business Administration from Uppsala University.
Work experience: CFO and Deputy Managing Director of A Group of Retail Assets Sweden AB
(Publ), Director of Finance of Steen & Ström, CFO of Areim, Kista Galleria KB and JLL.
Previously auditor at PwC.
Holding in AB Sagax as of 31 December 2018: 18,274 warrants for Class B shares.
Auditor
MAGNUS FREDMER
Born 1964.
Auditor of the company since 2012.
Authorised Public Accountant at Ernst & Young and member of FAR.
Other audit assignments include Niam Fonder and Svenska Bostäder AB.
No holding in AB Sagax as of 31 December 2018.
The holding includes own holdings, those of related parties and holdings in related companies as of 31
December 2018. Sagax has incentive plans for all employees, which do not include the company’s CEO.
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CORPORATE GOVERNANCE
Other executives
ROMAIN AUTREAUX
Managing Director of Sagax France since 2014.
Education: MSc in Engineering at Ecole Spéciale des Travaux Public and Master from ESSEC Business School.
Work experience: Director at LBO France and Asset Manager at DTZ Asset Management.
Holding in AB Sagax as of 31 December 2018: 26,244 Class B shares and 54,223 warrants for Class B shares.
ANELI CILIC
Business Developer at Sagax since 2015.
Education: MSc in Business and Economics from the Stockholm School of Economics.
Work experience: Portfolio Manager at SEB Investment Management, Risk Manager Nordic region at
GE Capital Real Estate, Associate Director at Jones Lang LaSalle.
Holding in AB Sagax as of 31 December 2018: 7,420 Class B shares, 37,387 warrants for
Class B shares and 18,500 Class B share futures (buy).
JOHAN HEDANDER
Business Developer at Sagax since 2007.
Education: MSc in Engineering from KTH Royal Institute of Technology.
Work experience: Investment analysis and transactions in the property sector.
Holding in AB Sagax as of 31 December 2018: 100 Class A shares, 13,100 Class B shares, 8,492 Class D
shares and 30,614 warrants for Class B shares.
URBAN SJÖLUND
Head of Asset Management since 2015.
Education: MSc in Engineering from KTH Royal Institute of Technology.
Work experience: Head of Asset Management and Leasing Manager at Fabege AB, executive positions in
Storheden and Wihlborgs.
Holding in AB Sagax as of 31 December 2018: 25,931 Class B shares, 5,461 Class D shares and 47,098
warrants for Class B shares.
VINCENT SPRUIJT
Managing Director of Sagax Nederland BV since 2017.
Education: MSc in Business Economics at Erasmus University of Rotterdam.
Work experience: Asset manager at The iO Group, Portfolio Director at TeeslandiOG, Associate Director for
Pan-European Investment Team at Valad and partner in Titan Real Estate Investment Management.
Holding in AB Sagax as of 31 December 2018: 10,500 Class B shares, 18,500 Class B share futures (buy) and
29,258 warrants for Class B shares
JAAKKO VEHANEN
Managing Director of Sagax Finland Oy since 2007.
Education: MSc in Engineering at Helsinki University of Technology.
Work experience: Responsible for the Finnish operation at Addici Facility Management Oy and
property management for Sponda Abp.
Holding in AB Sagax as of 31 December 2018: 50,336 Class B shares and 45,199 warrants for Class B shares.
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FINANCIAL REPORTS
1) Profit for the year and comprehensive income are attributable in their entirety to the Parent Company’s shareholders.
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FINANCIAL REPORTS
0 0 0
0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Rental revenue per quarter Profit from property management per quarter
Rolling annual value Rolling annual value
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FINANCIAL REPORTS
ASSETS
Fixed assets
Investment properties 13 28,769 23,755
Investment properties for sale 13 255 16
Tangible fixed assets 21 5 12
Participations in joint ventures and associated companies 23 2,837 2,259
Financial receivables 15 9 9
Financial instruments 18 453 374
Total fixed assets 32,328 26,426
Current assets
Rent receivables 96 47
Prepaid costs and accrued income 16 130 125
Other receivables 190 139
Listed shares 18 872 442
Cash and bank balances 30 73 60
Total current assets 1,362 814
Non-current liabilities
Interest-bearing liabilities 17, 29 13,866 11,937
Deferred tax liabilities 14 1,599 1,141
Financial derivatives 18 122 422
Other non-current liabilities 19 67 53
Total non-current liabilities 15,654 13,553
Current liabilities
Interest-bearing liabilities 17 1,817 1,679
Accounts payable 42 29
Accrued expenses and deferred income 20 458 391
Other liabilities 304 232
Total current liabilities 2,620 2,331
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FINANCIAL REPORTS
Profit from property management and cash flow Cash flow from operating activities
SEK M, bars SEK M, curve
SEK M 600 1,800
1,800
500 1,500
1,500
400 1,200
1,200
300 900
900
200 600
600
0 0 0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Profit from property management, rolling annual value Cash flow from operating activities before
change in working capital, per quarter
Cash flow from operating activities before change in
Rolling annual value
working capital, rolling annual value
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FINANCIAL REPORTS
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FINANCIAL REPORTS
Net sales 26 62 55
Administration costs 5, 6, 21 –107 –70
Loss before financial income and expenses –45 –15
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FINANCIAL REPORTS
ASSETS
Fixed assets
Tangible fixed assets
Equipment 21 2 2
Current assets
Receivables from Group companies 24 9,581 5,208
Prepaid costs and accrued income 16 59 47
Other receivables 11 4
Cash and bank balances 31 2 4
Total current assets 9,653 5,263
Unrestricted equity
Share premium reserve 2,871 1,814
Retained earnings 155 643
Profit for the year 208 34
Total unrestricted equity 3,234 2,491
Total equity 3,842 3,031
Untaxed reserves 23 17
Liabilities
Non-current interest-bearing liabilities 17 9,311 4,674
Non-current liabilities to Group companies 25 257 438
Deferred tax liabilities 14 3 3
Current interest-bearing liabilities 17 1,625 1,331
Current liabilities to Group companies 25 2,481 1,220
Accounts payable 1 1
Other liabilities 149 94
Accrued expenses and deferred income 20 73 70
Total liabilities 13,901 7,831
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FINANCIAL REPORTS
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FINANCIAL REPORTS
NOTE
1 Accounting policies
INFORMATION ABOUT THE COMPANY measured at fair value, and deferred tax, which is recognised at
The Annual Report and consolidated financial statements for AB nominal amount.
Sagax (publ), Corporate Registration Number 556520-0028,
relating to the 2018 fiscal year have been approved by the Board Group
of Directors for publication on 12 April 2019. The year-end The consolidated financial statements encompass AB Sagax and
report was presented on 7 February 2019. The Parent Company subsidiaries. Subsidiaries are companies in which the Parent
is a Swedish public limited-liability company with its registered Company has a controlling influence, directly or indirectly, on
office in Stockholm, Sweden. The company’s address is AB Sagax the operational or financial governance. AB Sagax holds, directly
(publ), Engelbrektsplan 1, SE-114 34 Stockholm, Sweden. AB or indirectly, 100% of the voting rights in all of its subsidiaries.
Sagax is a property company whose business concept is to invest The consolidated financial statements are presented in accordance
in commercial properties, primarily in the warehouse and light with the acquisition method, whereby an acquisition of a sub-
industry segment. The company is listed on Nasdaq Stockholm, sidiary is considered a transaction in which the Parent Company
Large Cap. The Group’s operations are described in the Board of indirectly acquires the assets of the subsidiary and assumes its
Directors’ Report. The Annual Report and consolidated financial liabilities. The acquired company’s revenue and expenses as well
statements will be proposed for adoption at the Annual General as its identifiable assets and liabilities are included in the con-
Meeting on 7 May 2019. solidated financial statements as of the date of the acquisition.
Companies that are divested are included in the consolidated
BASIC ACCOUNTING PRINCIPLES financial statements until the Parent Company’s controlling influ-
General ence ceases. Intra-Group transactions, receivables and liabilities
The consolidated financial statements have been prepared in between the companies in the Group, are eliminated in their
accordance with International Financial Reporting Standards entirety.
(IFRS), approved by the EU, and the interpretations of the Inter- A joint venture is a joint arrangement through which the
national Financial Reporting Interpretations Committee (IFRIC). parties who have joint controlling interests are entitled to the net
In addition, the consolidated financial statements have been pre- assets. Associated companies are companies over which the holding
pared in accordance with Swedish law applying Recommendation company exercises significant influence and are classified as neither
RFR 1 Supplementary Accounting Rules for Corporate Groups of a subsidiary nor shares in a joint venture. Shares in joint ventures
the Swedish Financial Reporting Board. and associated companies are recognised according to the equity
The functional currency for the Parent Company is SEK, method, meaning that shares in a company are recognised at cost at
which is also the presentation currency for the Parent Company the date of acquisition and subsequently adjusted with the holding
and the Group. All amounts are in millions of Swedish kronor company’s share of the change in the investment entity’s net assets.
(SEK M) unless otherwise specified, and refer to the fiscal year The holding company’s result includes the holding company’s share
from 1 January to 31 December 2018. Figures in parentheses of profit/loss in the investment entity. Due to negative shares in
refer to the corresponding date or period in the preceding year. profit, the carrying amount of the shares may be impaired to zero
Rounding-off differences may occur. according to this principle. Any further negative shares in profit are
In accordance with IAS 21 The Effects of Changes in Foreign recognised against any capital claims on the company in question.
Exchange Rates, Sagax regards the EUR as the functional cur- A joint operation is a joint arrangement through which the parties
rency of the operations in Finland, Germany, the Netherlands and are entitled to the assets and have obligations for the liabilities per-
France. For the operations in Denmark, the DKK is regarded as taining to the arrangement. A party to a joint operation reports its
the functional currency. In preparing the consolidated financial assets and liabilities including its share of all joint assets and liabili-
statements, the balance sheets of the Group’s foreign operations ties and its revenue and expenses from the operations, as well as its
are translated from their functional currencies into SEK based on shares of the operations’ joint revenue and expenses.
the exchange rates applying at the balance sheet date. Revenue When Sagax acquires a company with one or more properties,
and expense items are translated at the average exchange rate for the acquisition is classified as an asset deal or a business combi-
the year. Any translation differences that arise are recognised in nation. An acquisition of a property company with a property
other comprehensive income and as a change of the reserves in business (employees, personnel, company management and busi-
consolidated equity. When a foreign operation is divested, the ness systems are indications of a property business) entails that
accumulated translation differences are recognised together with the acquisition is regarded as a business combination, whereby
the gain or loss from the divestment. the full amount of deferred tax is recognised on the difference
Assets and liabilities are recognised at cost, except for invest- between the assessed property value and the residual value for
ment properties, financial investments and financial instruments tax purposes. The acquisition of a property company without the
attributable to joint ventures and financial derivatives, which are abovementioned components is to be regarded as an asset deal,
88 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
1 Accounting policies, cont’d.
whereby no deferred tax attributable to the acquisition is rec- In the light of the decisions taken by the Swedish Tax Agency
ognised. All of the Group’s corporate acquisitions during the year concerning the Group companies Sagax Bruket Fastigheter AB
were classified as asset deals. and Firethorne AB, the assessment of the value of deferred tax
The Group has no goodwill items to report. assets linked to loss carryforwards is a critical assessment con-
ducted by the Board, refer to Note 31.
Parent Company The classification of Sagax’s preference shares as equity
The Parent Company prepares its annual report in accordance instruments in accordance with IAS 32 is also a significant assess-
with the Annual Accounts Act and the Swedish Financial Report- ment made by the Board of Directors. The Board believes that
ing Board’s recommendation RFR 2 Accounting for legal entities. the outstanding preference shares in accordance with IAS 32
RFR 2 implies that in the annual report of the legal entity, the comprise an equity instrument since no contractual obligation to
Parent Company must apply all EU-approved IFRS and state- pay dividends or repay contributed capital exists. A payment is
ments as far as possible within the framework of the Annual dependent on a resolution on payment being made by the Annual
Accounts Act and taking into consideration the connection General Meeting, a resolution that can only be made after the
between accounting and taxation. Board has proposed that the Meeting pay dividends. There is also
Shares in subsidiaries are recognised in the Parent Company no obligation or contractual financial incentive for the company to
according to the cost method. The carrying amount is tested on redeem the preference shares. Sagax’s Class A, B and D common
a continuous basis by reference to the subsidiaries’ consolidated shares have been categorised as equity instruments.
equity. In the event the carrying amount is less than the consol-
idated value of the subsidiaries, an impairment charge is applied AMENDED REPORTING RULES, IFRS
and charged to profit or loss. If an earlier impairment is no longer Amendments to IFRSs with an impact or a potential impact on
justified, it is reversed. Sagax’s financial statements are presented below.
CRITICAL ASSESSMENTS Amended accounting rules that came into effect in 2018
IFRS and Swedish GAAP require that Sagax makes assessments IFRS 15 Revenue from Contracts with Customers is to be applied
and assumptions that affect the Group’s reported assets, liabilities, from 1 January 2018 Sagax’s revenue primarily comprises rental
revenue and expenses, and other information. These assessments revenue, which is not encompassed by this standard but by IAS
are based on historical experience and other factors deemed appro- 17 Leases. Accordingly, the standard has no material impact on its
priate under the prevailing circumstances. The actual outcome financial reporting.
may differ from these assessments if other assumptions are made or IFRS 9 Financial instruments replaces IAS 39 Financial Instru-
other conditions are present. Additional factors that can affect the ments: Recognition and Measurement from 2018. The standard
assessment of the Group are discussed in Note 31. addresses the classification and measurement of financial assets and
Concerning the valuation of investment properties, the assess- liabilities, impairment of financial instruments and hedge account-
ments can have a significant influence on the Group’s earnings and ing. Sagax’s hedge accounting of net investments in foreign sub-
financial position. The valuation requires an assessment of future sidiaries is deemed to remain effective under IFRS 9. Derivatives
cash flow and the establishment of a yield requirement. The valua- continue to be measured at fair value through profit or loss. The
tions are carried out on a quarterly basis by independent valuation standard’s new model for loss allowances did not have any material
companies, except for the German properties, which have only impact on expected credit losses. Accordingly, the transition did
been valued externally at year end for cost reasons. The valuations not have any material impact on Sagax’s financial reporting.
and assessments made are discussed under Investment properties
in Note 13. External valuations of financial instruments, based on New or amended accounting standards and
observable market data, such as derivatives are obtained quarterly interpretations applicable after 2018
and provide the basis for unrealised changes in value that, pursuant IFRS 16 Leases, which Sagax will begin applying from 1 January
to IFRS, affect the Group’s earnings and financial position. 2019 without retroactive restatement, entails extensive changes
Another significant assessment issue is the manner in which to the recognition of leases for lessees and requires that most
deferred tax should be treated in the consolidated financial state- leases are recognised in the statement of financial position as
ments – see the “Taxes” section in this Note. assets and liabilities. For lessors, the new standard does not entail
Sagax’s operations are focused on growth of the cash flow any major changes to recognition. Leases and site leaseholds are
from the operating activities, meaning growth in profit from initially recognised at a value calculated as the present value of
property management. As a result, financial targets, forecasts and the lease payments and site leasehold. Sagax will recognise a lease
dividend policies, for example, are based on profit from property liability for site leaseholds of SEK 340 M and a corresponding
management. No target is set for amounts of changes in value right-of-use asset will be recognised as an investment property.
and these amounts are not included in the basis for dividends. According to the new standard, site leaseholds will no longer
The statement of comprehensive income has been presented with be recognised as a properties expense but instead as a financial
respect for this in order to provide a true and fair view of the expense. The recognised expense for 2018 amounted to SEK 21
operations. Changes in value (not affecting cash flow) are rec- M. Other leases pertaining to offices, vehicles, office equipment
ognised after items affecting cash flow and a revenue line, profit and land leases will only have a minor impact on the accounts.
from property management, has been added to the statement.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 89
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
1 Accounting policies, cont’d.
90 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
1 Accounting policies, cont’d.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 91
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
1 Accounting policies, cont’d.
Financial assets measured at fair value through are subsequently measured at fair value in the balance sheet and
profit or loss changes in value are recognised in profit or loss.
Assets that do not meet the criteria for amortised cost or fair The fair value of fixed-income derivatives is based on a dis-
value through other comprehensive income are recognised as counting of calculated future cash flows in accordance with the
financial assets measured at fair value through profit or loss. This contract’s terms and due dates, based on market interest rates.
includes derivatives, assets held for trading and options. Fair value To calculate the market value, market interest rates for each
is determined in accordance with the listed market value or using term as quoted on the balance sheet date and generally accepted
various calculation methods. calculation methods are used, entailing that the fair value was
Sagax’s ownership in Hemsö Intressenter AB is governed established according to observable inputs, meaning Level 2, of
by a long-term shareholder agreement with the Third Swedish the fair value hierarchy according to IFRS 13. Unrealised change
National Pension Fund. The shareholder agreement regulates, in value refers to the change arising during the fiscal year in the
inter alia, put and call options between the two shareholders value of the derivatives held by the Group at year end. The Group
regarding Sagax’s shareholding in the company. Financial instru- does not apply hedge accounting. Instead, it has elected to report
ments attributable to Hemsö Intressenter AB had a market value changes in value directly in the income statement.
of SEK 449 M (373).
TAXES INCLUDING DEFERRED TAX
Receivables and liabilities in foreign currencies Income tax refers to current and deferred tax.
Transactions in foreign currencies are recognised at the transaction- Income tax is charged to the consolidated statement of com-
day rate. Monetary assets and liabilities in foreign currencies are prehensive income. Deferred tax is recognised in accordance
translated at the closing rate, and exchange-rate differences are with the balance sheet method. With this method, deferred tax
recognised in profit for the year. Exchange rate differences relating liabilities and assets are reported for all differences between an
to external Group operating receivables and operating liabilities asset’s or liability’s carrying amount and its tax value – that is,
are recognised in operating profit. Exchange rate differences arising temporary differences. This implies that a tax liability or tax asset
on loans raised in foreign currency in order to currency hedge net is triggered when the asset or liability is realised. For Sagax, there
investments in foreign operations are recognised in other compre- are temporary differences relating to properties, derivatives and
hensive income to the extent that the hedge is effective. untaxed reserves. Deferred tax assets attributable to loss carryfor-
wards are recognised, given the likelihood of future tax surpluses
Cash and cash equivalents being available that can be applied to loss carryforwards.
Cash and cash equivalents are recognised at their nominal value Deferred tax assets and tax liabilities are calculated using the
at year end. tax rates that are expected to apply to the period when the receiv-
ables or liabilities are settled, based on the tax legislation in effect
Financial liabilities on the balance sheet date.
Non-current liabilities are liabilities that fall due for payment Reporting of deferred tax complies with IAS 12. Sagax
after more than one year from the balance sheet date. Current reports in accordance with the following:
liabilities are liabilities that fall due for payment within one year. If the acquisition constitutes a business combination, full
Loans are initially measured at fair value net after transaction deferred tax is recognised on the difference between the assessed
costs. The loans are subsequently measured at amortised cost. If property value and the tax residual value.
there are differences between the borrowing amount, net after If the acquisition is an asset deal, no deferred tax is recognised
transaction costs, and the repayment amount, these are rec- on the acquisition date. Deferred tax is recognised on differences
ognised in profit or loss distributed over the lending period by between the carrying amounts of the properties and their tax
applying the effective interest rate. Accrued interest is recognised residual values arising after the acquisition date.
under accrued expenses. Deferred tax is recognised at the nominal value, with no dis-
counting. Aside from the time factor, neither is the fact that prop-
Derivatives and hedge accounting erties can often be sold in a tax-efficient manner taken into account.
Sagax uses fixed-income derivatives to reduce interest-rate risks The real tax expense for a property sale can thus differ from the tax
and achieve the desired fixed-interest term. Borrowing at a float- liability previously recognised by Sagax in its accounts.
ing interest rate is replaced by a fixed interest rate through inter-
est swaps or, alternatively, the interest-rate risk is limited using an LEASING
interest-rate cap aimed at restricting changes in future cash flows Leasing contracts in which essentially all risks and advantages
relating to interest payments. associated with ownership are transferred to the lessee are classi-
In the statement of financial position, fixed-income deriva- fied as operating leases.
tives with negative values are recognised as non-current liabilities Leases attributable to Sagax’s investment properties are to be
since the amounts will not be settled in cash. However, a theoret- considered as operating leases. The recognition of these contracts
ical maturing amount in 2019 can be mathematically calculated. is determined by the revenue principle and Note 2.
All other things being equal, the time factor alone entails that Given that the lessor retains the financial risk, site leaseholds
reserves for the deficit value of fixed-income derivatives in Sagax are also recognised as operating leases in Note 9.
will be dissolved in a total amount of SEK 31 M in 2019. Sagax has signed several short-term leases for passenger cars
Derivatives are initially recognised at cost in the statement of and office machines. The total amount of these leases is not signif-
financial position on the date of transaction. All derivatives icant. The lease payments are recognised as a cost in profit or loss
and are distributed straight line over the term of the lease.
92 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
2 Operating leases – rental revenue
The Group’s rental revenue for 2018 amounted to SEK 2,247 M Contractual annual rent
(1,870). The increase in rental revenue was primarily an effect of Year of expiry No. of leases Area, sqm SEK M Share
a larger property portfolio and revenue-increasing investments in 2019 679 246,000 249 10%
the existing property portfolio. 2020 248 343,000 304 13%
Rental revenue consists of the rental value less the value of 2021 148 277,000 241 10%
premises that were vacant during the year, as well as rent dis- 2022 141 296,000 290 12%
counts granted. “Rental value” refers to rental revenue received 2023 113 213,000 216 9%
plus the estimated market rent for vacant spaces. Rental value >2023 216 1,334,000 1,079 45%
Total 1,545 2,708,000 2,378 100%
includes additional expenses that are debited, such as surcharges
for heating, electricity, property taxes and indexation.
The year of maturity for signed leases is shown in the follow-
ing table, in which contractual annual rent refers to the annual Contractual future rental revenue 31 Dec 2018 31 Dec 2017
value of an existing lease. The table below also illustrates Sagax’s Contractual rental revenue, year 1 2,378 1,977
management strategy for non-current leases, where 54% of the Contractual rental revenue, years 2–5 5,781 5,274
contractual annual rent falls due for renegotiation after 2022. Contractual rental revenue, after year 5 6,092 5,819
The remaining average lease term was 6.0 (6.6) years. The Total 14,251 13,070
economic occupancy rate was 95% (94) at year end. The total
rental value of unleased premises and rent discounts granted was
SEK 132 M (122) at year end.
Sagax’s strategy is to focus on achieving low operating risk
– for example, by prioritising non-current leases. The following
table shows contractual future rental revenue relating to existing
leases.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 93
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
3 Reporting of the Group’s market areas
Finland,
Stockholm Helsinki university cities Paris
Revenue 2018 2017 2018 2017 2018 2017 2018 2017
Rental revenue 636 569 512 464 249 132 168 104
Other revenue 7 2 2 1 – – 2 –
Property expenses –131 –112 –119 –97 –46 –9 –41 –29
Net operating income 512 459 395 368 204 124 129 75
Financial income – – – – – – – –
Financial expenses –181 –142 –81 –77 –54 –43 –31 –27
Central administration costs – – – – – – – –
Profit from joint ventures – – – – – – – –
Profit from property management 330 317 315 291 150 79 98 48
Unrealised
changes in value1) 630 401 383 217 112 102 39 160
Realised
changes in value1) – 1 2 –1 – – – –
Changes in value related to
joint ventures – – – – – – – –
Tax on joint ventures – – – – – – – –
Current tax – – – – – – – –
Deferred tax – – – – – – – –
Profit for the year 960 719 699 507 262 181 137 208
Investment properties 9,822 8,670 6,333 5,014 2,732 1,826 1,995 1,386
Cash and cash equivalents – – – – – – – –
Unallocated items:
Deferred
tax assets – – – – – – – –
Other assets – – – – – – – –
Total assets 9,822 8,670 6,333 5,013 2,732 1,826 1,995 1,386
Property loans – – – – – – – –
Unallocated items:
Deferred
tax liabilities – – – – – – – –
Other liabilities – – – – – – – –
Total liabilities – – – – – – – –
Consolidated equity – – – – – – – –
1) Changes in value of financial instruments have not been distributed by market area.
94 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
Netherlands Rest of Sweden Rest of Finland Rest of Europe Unallocated items Total Group
2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017
126 63 206 206 226 217 123 115 – – 2,247 1,870
4 – – – 15 1 – – – – 30 4
–7 –2 –11 –13 –27 –29 –9 –8 –17 –18 –408 –316
123 61 195 193 214 189 114 107 –17 –18 1,869 1,558
– – – – 1 – – – 34 19 35 19
–42 –21 –40 –60 –52 –30 –21 –26 21 –18 –481 –444
– – – – – – – – –132 –77 –132 –77
– – – – – – – – 312 278 312 278
81 40 156 133 161 159 93 81 219 186 1,603 1,334
– – –1 – –23 1 – – 36 3 14 4
1,817 850 2,392 2,446 2,373 2,210 1,560 1,370 – – 29,024 23,771
– – – – – – – – 73 60 73 60
– – – – – – – – – – – –
– – – – – – – – 4,593 3,409 4,593 3,408
1,817 850 2,392 2,446 2,373 2,210 1,560 1,370 4,666 3,469 33,690 27,240
4 – 3 12 10 1 3 5 – – 456 341
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 95
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
4 Property expenses NOTE
5
Employees and
HR expenses
In 2018, property expenses amounted to SEK 408 M (316). Group Parent Company
This amount includes direct property expenses, such as opera- 2018 2017 2018 2017
tion, maintenance, site leaseholds and property taxes, as well as Number of employees
indirect expenses for property administration. Most of Sagax’s Average number of
employees 56.7 47.0 29.5 26.6
leases state that certain property expenses are to be borne by the
of whom, men 32.5 28.0 17.1 15.8
tenant. Sagax has also signed triple net leases, meaning the tenant
itself is the contractual party and bears all operating and main- Wages, salaries and
tenance costs. Properties outside Stockholm, Helsinki and Paris other remuneration
Board, CEO and other
account for the predominant part of the triple net leases.
senior executives 10.4 8.8 10.4 8.8
of which, bonus 2.8 1.5 2.8 1.5
OPERATING AND MAINTENANCE COSTS
Other employees 68,5 39.8 44,7 22,4
Operating and maintenance costs include expenses for electricity, Total 78,9 48.6 55,1 31,2
heating, water, property care-taking, insurance and maintenance.
In cases where Sagax signs contracts for operating and mainte-
nance costs, the costs are generally passed on to the tenant in the Social security expenses
form of rent surcharges. Operating expenses for 2018 amounted Board, CEO and other
senior executives 4.3 3.2 4.3 3.2
to SEK 197 M (147) and maintenance costs to SEK 59 M (43).
of which, pension expenses 0.8 0.7 0.8 0.7
Other employees 20,4 13.2 15,5 9.6
SITE LEASEHOLDS of which, pension expenses 6.8 5.5 3.4 2.9
The site leasehold is the annual fee Sagax pays for the use of the Total 24,7 16.4 19,8 12,8
land. At year end, the number of properties held on leasehold
amounted to 89 (84). In 2018, site leaseholds including ground BOARD OF DIRECTORS AND CEO
rents amounted to SEK 22 M (19) and referred primarily to In 2018, the Parent Company had six (six) Board members, includ-
Sagax’s leaseholds in the City of Stockholm. For 2019, current ing one (one) woman. If the CEO is included, the Group and the
ground rent and fees for tenancy contracts amount to SEK 23 M. Parent Company had three (three) senior executives. Group man-
agement comprises the CEO, the Head of Finance and the CFO.
PROPERTY TAX In 2018, the CEO was paid a salary of SEK 3.8 M (3.4),
In Sweden, the property tax is a state-levied tax paid annually as including benefits of SEK 5,000 (5,000), and SEK 1 M (0.5) in
a percentage of the assessed property tax value. For Sagax, prop- bonus for the 2017 fiscal year. For 2018, contractual remuneration
erty tax varies between 0.5 and 1.0%, depending on whether the and benefits to the CEO were SEK 3.0 M per year in fixed salary
property is classified as warehouse/industrial premises (0.5%) plus a variable remuneration component of a maximum of four
or as office/retail premises (1.0%). Sagax has three properties in monthly salaries, which is payable in relation to individually set
Stockholm for which no property tax is paid. In Finland and the targets. In 2019, the CEO will be paid a contractual amount of
Netherlands, property tax is a municipal charge and tax rates SEK 1.1 M in bonus for the 2018 fiscal year.
vary among the municipalities. For Sagax’s properties, the tax For 2019, contractual remuneration to the CEO amounted to
in Finland is between 0.93 and 1.55% and in the Netherlands is SEK 3.3 M in fixed salary plus variable remuneration of a max-
between 0.16% and 0.33% of the assessed property tax value. imum of four monthly salaries, which is payable in relation to
German property tax is set locally, and amounted to 1.26% of the individually set targets. The CEO does not receive any pension
property tax value for Sagax. French property tax is set locally benefits. In the event of termination initiated by the company,
based on 15% of anticipated rental revenue. the CEO is entitled to three months’ salary.
In 2018, property tax totalled SEK 93 M (77). Fees totalling SEK 1.0 M (1.0) were paid to the Board of
Directors, in accordance with a resolution passed by the AGM on
OTHER PROPERTY EXPENSES 7 May 2018. Of this total, the Chairman of the Board received
Other property expenses include leasing expenses and manage- SEK 300,000 (300,000), while each of the other four (four)
ment expenses. These expenses amounted to SEK 37 M (29) in non-executive members received SEK 165,000 (165,000). Board
2018. fees to three of the Board members were paid to companies in
accordance with agreements reached between the individuals
in question and Sagax, and this arrangement is cost-neutral for
Sagax. The CEO receives no remuneration for his Board assign-
ment for AB Sagax.
96 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
5
Employees and
HR expenses, cont’d. NOTE
6 Remuneration of auditors
salary plus a variable remuneration component for 2019. The vari- Group Parent Company
2018 2017 2018 2017
able remuneration component may not exceed SEK 1.4 M. Pen-
Ernst & Young AB:
sion premiums are paid into defined-contribution pension plans as
Remuneration for audit 3.2 3.1 0.5 0.5
described in Note 1.
Upon termination initiated by the company, these executives Remuneration for audit
are entitled to four months’ salaries or the terms stipulated by cur- activity in addition to
auditing assignment 0.5 – – –
rent legislation. The period of notice upon termination of employ-
Other consulting services
ment by the senior executives, excluding the CEO, is four months. provided by the audit
company – – – –
INCENTIVE PLAN Total 3.7 3.1 0.5 0.5
Sagax has three warrant plans for the company’s employees.
These plans are valid for three years, encompassing the periods
7
2016/2019, 2017/2020 and 2018/2021. Warrants entitle the
holder to subscribe for new Class B common shares in June 2019, NOTE Financial income
June 2020 and June 2021, respectively. The subscription price
corresponds to the price paid for the Sagax share at the start of
the warrant plans converted using the average share price trend Group Parent Company
2018 2017 2018 2017
for the listed property companies in accordance with Carne-
Interest income, subsidiaries – – 288 212
gie’s property index (CREX) during the corresponding period.
Interest income 4 1 3 –
Accordingly, the warrants will have a value on condition that the
Dividends from listed com-
price performance of the Sagax share exceeds the average for the panies 31 18 – –
listed property companies during each three-year period. At year Other financial income – – 169 145
end, Sagax employees held a total of 801,670 warrants with the Total 35 19 460 357
right to subscribe for common shares corresponding to 0.5% of
the number of common shares outstanding. The company’s CEO The Group’s interest income derives mainly from the Group’s cash
and Board Members do not participate in the plans. and cash equivalents. The Parent Company’s other financial income
In 2018, Sagax issued 121,275 Class B common shares due to pertains to exchange-rate gains on receivables.
the exercise of warrants and bought back 195,375 warrants under
the 2015/2018 Incentive Plan at the corresponding market value
on the buy-back date. Costs for buying back the warrants totalled
8
SEK 4 M.
Employees acquired 318,948 warrants for a total of SEK NOTE Financial expenses
3.3 M in 2018. During the three first years, the employees who
participate in incentive plans receive a premium subsidy in the Group Parent Company
form of extra salary in an amount corresponding to one-twelfth of 2018 2017 2018 2017
an annual salary, depending on the number of acquired warrants. Interest expenses 407 400 199 155
The subsidy requires that annual salary is less than SEK 0.5 M. Amortisation of allocated
borrowing costs 46 28 17 12
This procedure was in line with the resolution of the 2018 AGM.
Unutilised lines of credit 17 12 8 4
No additional warrants or convertibles were issued by the
Interest expenses to
company.
subsidiaries – – 51 49
Redemption costs for
SICK LEAVE 2018 financial derivatives – – 100 –
Sick leave during 2018 amounted to 1.1% (0.6), of which the pro- Other financial
portion of employees on long-term sick leave was 42.9% (0). Sick expenses 11 4 20 76
leave distributed by age category and gender is shown below. Total 481 444 395 296
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event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
9 Operating leases – site leaseholds NOTE
12 Tax expense
10
Profit from participations in
NOTE joint ventures
Recognised tax expense/ Group Parent Company
tax revenue 2018 2017 2018 2017
Group
2018 2017
Current tax expense:
11
Profit/loss from participations Group Parent Company
Reconciliation of recognised tax on the
NOTE in Group companies basis of tax expenses 2018 2017 2018 2017
12
Non-taxable revenue 51 94 43 3
NOTE Tax expense Deductible expenses recognised
against equity 2 1 1 1
Sagax recognises tax expenses in the form of current tax and Other tax adjustments 12 –13 – –
deferred tax. Current tax is defined as tax to be paid or received Tax resulting from changes in tax value 1 –5 – –
relating to taxable profit for the current year. Adjustments of cur- Tax in conjunction with property
divestments –6 5 – –
rent tax for prior years are also included here.
Change in deferred tax resulting from
Deferred tax is defined as the future tax implications of events change in tax rate 62 – – –
that have been addressed in the company’s accounts or tax returns. Recognised tax –445 –439 –5 –7
Based on the tax-corrected net present value approach, a comparison 1) Since the tax expense is already taken into account in profit from joint ventures, this
is made between the carrying amounts and tax bases of assets and profit has been reversed in the reconciliation.
98 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
12 Tax expense, cont’d.
The items impacting profit that affected the Group’s recognition of current tax and deferred tax for the 2018 fiscal year are
presented below.
Difference in
relation to
Basis, Basis, Total recognised
Reconciliation of recognised tax on the basis of income and expense items current tax deferred tax tax basis profit
Profit from property management, excluding shares in profit from joint ventures 1,291 – 1,291 –
Tax deductible depreciation and investments –753 753 – –
Non-deductible expenses 15 – 15 15
Non-taxable revenue –206 – –206 –206
Deductible expenses recognised against equity –8 – –8 –8
Change in deferred tax resulting from change in tax rate – –300 –300 –300
Other tax adjustments –226 172 –54 –54
Taxable profit from property management 114 625 740 –551
NOTE
13 Investment properties
The change in the carrying amounts of properties is presented In 2018, unrealised changes in value amounted to SEK 1,265 M as
below. follows:
Group
Specification of the year’s changes 2018 2017 Amounts in SEK M 2018 2017
Recognised carrying amount 23,771 20,628 New lettings/Renegotiations 677 415
Acquisition of properties 3,026 1,382 Vacancies/Renegotiations –216 –110
Investments in the current portfolio 456 341 General market value changes 804 808
Carrying amount of sold properties –45 –41 Total 1,265 1,113
Currency translation effect 551 348
Change in value 1,265 1,113
Carrying amount, 31 December 29,024 23,771
MARKET VALUES
The total market value of Sagax’s properties and site leaseholds Calculation of yield 31 Dec 2018 31 Dec 2017
was SEK 29,024 M (23,771). SEK 96 M (112) M of the property Net operating income according to
statement of comprehensive income 1,869 1,558
value pertained to 20 (27) properties owned through joint oper-
Holding adjustment for acquisitions
ations in Finland. Currency effects accounted for SEK 551 M
and divestments 91 62
(348) of the change in value. Amounts have been translated from Currency translation to closing rate 2 21
EUR and DKK at the closing rate: EUR 1 is equivalent to SEK Adjusted net operating income 1,962 1,641
10.28 and DKK 1 is equivalent to SEK 1.38. The total recognised Carrying amount of properties 29,024 23,771
unrealised change in value during the year was SEK 1,265 M Yield, % 6.8 6.9
(1,113). A large number of parameters and factors are taken into
account when calculating fair value. All properties were valued
externally as at 31 December 2018. The valuation techniques and
general conditions are presented on the following pages. No prop-
erties are owned by the Parent Company.
The properties’ yield in 2018 was 6.8% (6.9).
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 99
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
13 Investment properties, cont’d.
ANALYSIS AND GENERAL CONDITIONS 2018 SEK 1,265 M 4.8% 1.6% 3.2%
The calculation period was adjusted to the remaining term of 1) Changes in value in excess of investments.
existing leases and varies between five and 20 years. As a rule, 2) W
eighted change in CPI or the equivalent in the markets where Sagax owns properties.
the calculation period is ten years. Cash flow calculations are
based on inflation assumptions made by valuation companies of
between 0 and 2% per year for the calculation periods with dif- Summary of Sagax’s property valuations
ferences between the various countries. Assessments of future net Fair value SEK 29,024 M
operating income are based on an analysis of current leases and Independent valuation Savills Sweden, Savills Immobilien, Savills
the current rental market. The calculations consider each lease companies SA, Peltola & Co, Jones Lang Lasalle and
Cushman & Wakefield | RED
individually. Normally, existing lease agreements are assumed to
Calculation period 5–20 years
remain in effect until the end of the lease period. In cases where
Assumed inflationary trend 0–2 %
the rental terms and conditions have been assessed as being on a
Long-term vacancy rate Normally 5–20%
competitive market level, it has been assumed that the leases can
Operating and maintenance Historical costs for the respective properties
be extended with no change in the terms and conditions or that
costs and experience and statistics from compa-
the premises can be leased to new tenants on comparable terms. In rable properties.
cases where the outgoing rent is not considered to be in line with Cost of capital, cash flow 4.0–16.0%. Weighted average 7.9%
market-level rent, it has been adjusted to correspond to such a Cost of capital, residual value 4.0–16.0%. Weighted average 8.4%
level. The highest and best use of the properties has been assumed Yield requirement 4.5–15.0%. Weighted average 7.1%
when valuing the properties. The market position, rent level,
100 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
13 Investment properties, cont’d.
COST OF CAPITAL AND YIELD REQUIREMENT on individual assessments of the risk level and market position of
The cost of capital represents a nominal yield requirement on each property.
total capital. The cost of capital is based on the nominal yield At 31 December 2018, the weighted cost of capital for dis-
on five-year government bonds, plus a general risk premium for counting cash flows and residual values was 7.9% (8.1) and 8.4%
properties and an entity-specific additional amount. The yield (8.6), respectively. The weighted yield requirement was 7.1% (7.3).
requirement for the assessment of residual value was selected on This means that if Sagax’s property portfolio was to be viewed the-
the basis of market information from the sub-market in question, oretically as one single property, the market value of SEK 29,024 M
and adapted to the property’s phase in its economic lifecycle at would correspond to a yield requirement of 7.1%, a cost of capital
the end of the calculation period. The cost of capital for the pres- of 7.9% for cash flow and a cost of capital of 8.4% for discounting
ent value calculation of cash flows (4.0–16.0%), the cost of capital the residual value to present value. As the chart illustrates, the
for the present value calculation of residual value (4.0–16.0%) recognised yield for Sagax corresponds well with the yield require-
and the yield requirement for the residual value calculations ment established in conjunction with property valuations.
(4.5–15.0%) are based on analyses of transactions carried out and The table below presents the recognised property values’ sen-
sitivity to changes in assumptions.
The properties’ expected future cash flow during the Yield compared with yield requirement
selected calculation period is measured as follows:
%
10
+ Rent payments
– Operational payments 8
– Maintenance 6
– Investments 2
= Cash flow 0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Reported yield
Yield requirement used in valuations
Sensitivity analysis for property values
Change in value
Amounts in SEK M Change 2018 2017
Yield requirement +/- 0.25% points –751/+821 –604/+620
Cost of capital +/- 0.25% points –651/+680 –505/+530
Rental revenue +/– 5% +1,094/–1,103 +894/–893
Property expenses +/– 5% –201/+195 –159/+161
Weighted average Cost of capital, cash flow Cost of capital, residualvalue Yield requirement
Intervals Cost of capital, cash flow Cost of capital, residual value Yield requirement
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 101
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
13 Investment properties, cont’d.
NOTE
14 Deferred tax liabilities and tax assets
Deferred tax was calculated using the tax rate for each country Sagax’s total deferred tax asset and tax liability are recognised
for coming years, as approved on the balance sheet date; refer to gross below.
Note 1 Accounting policies.
The Group’s loss carryforwards amounted to SEK 1,992 M Group Parent Company
Deferred tax assets 2018 2017 2018 2017
(1,938), taking into account earnings for 2018. The opportunity to
utilise the loss carryforwards is affected by tax regulations governing Financial instruments 9 61 – –
Loss carryforwards 406 414 – –
time-limited restrictions. There are also the more distant time limits
Total 415 476 – –
to consider regarding the loss carryforward of SEK 693 M (608).
On 31 December 2018, the Parent Company had no (–) loss
carryforwards. Deferred tax liabilities
In the consolidated statement of financial position, the Temporary differences in
deferred tax assets and tax liabilities are netted by country in properties 1,991 1,595 3 3
Untaxed reserves 23 22 – –
accordance with the table below.
Total 2,014 1,617 3 3
Group
Deferred tax liabilities, net
Recognised deferred tax liabilities 2018 2017 1,599 1,141 3 3
Denmark 4 1
Finland 662 438 The residual values for tax purposes of the Group’s properties
Netherlands 24 6 amount to SEK 14,831 M (12,290).
Sweden 820 615
Germany 89 81
Total 1,599 1,141
15 16
Prepaid costs and
NOTE Financial receivables NOTE accrued income
102 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
17 Interest-bearing liabilities
Group Parent Company company’s refinancing risk. Sagax curtails its refinancing risk
31 Dec 31 Dec 31 Dec 31 Dec
by agreeing on a predetermined maturity in connection with
2018 2017 2018 2017
Interest-bearing liabilities,
new borrowing. Sagax also seeks to refinance its non-current
non-current portion 13,866 11,937 9,311 4,674 interest-bearing liabilities well in advance. Overall, this working
Commercial paper 1,505 1,275 1,505 1,275 approach is deemed effective in limiting the company’s refinanc-
Other interest-bearing ing risk. The average remaining loan maturity period was 3.6
liabilities, years (3.1) at year end.
current portion 312 404 – 57
At year end, Sagax had listed outstanding bond loans totalling
Total 15,683 13,616 10,816 6,006
SEK 8,718 M (4,674). In 2018, bond loans totalling EUR 500
M were issued while a bond loan of SEK 550 M and one of EUR
Interest-bearing liabilities accounted for 47% (50) of the com- 60 M were repurchased. Bonds issued within the scope of the
pany’s financing at 31 December 2018 and represented Sagax’s company’s EMTN programme are registered on Euronext Dublin
main source of financing. Interest-bearing liabilities consist partly and other bonds on the private bond list on Nasdaq Stockholm.
of bank loans using the subsidiaries’ properties as collateral, and Bond loans issued by Sagax as per 31 December 2018 are pre-
partly of seven unsecured listed bond loans, as well as an unse- sented below.
cured commercial paper programme of SEK 1,505 M (1,275).
Bank loans are provided by Deutsche Pfandbriefbank, Nordea,
Unsecured bond loans
SEB, Swedbank, Svenska Handelsbanken, HSBC, ING, Société
Maturity Amount Currency Interest terms
Générale and Den Danske bank. At year end, interest-bearing
2015–2020 300 SEK STIBOR 3 months + 3.20% margin
liabilities amounted to SEK 15,763 M (13,691), of which SEK
2015–2020 80 EUR EURIBOR 6 months + 3.50% margin
10,355 M (5,848) was denominated in EUR. Interest-bearing
2016–2021 300 SEK STIBOR 3 months + 4.75% margin
liabilities during 2018 increased primarily as a result of property
2016–2021 30 EUR EURIBOR 6 months + 4.70% margin
acquisitions. Interest-bearing liabilities increased SEK 241 M 2017–2021 600 SEK STIBOR 3 months + 2.25% margin
(166), due to exchange-rate fluctuations during the year. 2017–2022 1,250 SEK STIBOR 3 months + 2.15% margin
In accordance with IFRS 9, allocated borrowing costs of SEK 2018–2024 500 EUR 2.00% fixed interest coupon
80 M (75) reduced interest-bearing liabilities in the balance
sheet. Interest-bearing liabilities of SEK 15,683 M (13,616) were At year end, Sagax had available liquidity of SEK 1,959 M
thus recognised. In connection with the raising of new or rene- (2,018), including unutilised lines of credit totalling SEK 1,886 M
gotiated credit facilities, expenses arise that are accrued over the (1,958). Credit facilities corresponding to commercial paper
maturity of the particular facility. These expenses may include outstanding of SEK 1,505 M (1,275) are not included in available
legal fees, valuation costs and non-recurring agreement fees for liquidity. At year end, the company had contracts with SEB, Nor-
the creditor. In 2018, a total of SEK 46 M (28) was recognised as dea, Den Danske Bank, Swedbank, ING and Société Générale
expenses for allocated borrowing costs. covering revolving credit facilities totalling SEK 4,529 M (3,355)
Sagax’s non-current interest-bearing liabilities amounted to available to Sagax, of which SEK 1,618 M (1,722) was unutilised
SEK 13,946 M (12,012), or 88% (89) of the total interest-bearing at year end. Sagax has also reached agreements with SEB, Nordea,
liabilities. Less allocated borrowing costs, non-current interest- Swedbank, HSBC and ING covering short-term credit facilities
bearing liabilities of SEK 13,866 M (11,937) were recognised at totalling SEK 354 M (249), of which SEK 203 M (161) was unuti-
year end. lised at year end. Other lines of credit amounted to SEK 100 M
Current interest-bearing liabilities amounted to SEK 1,817 M (75), of which SEK 65 M (75) was unutilised. Expenses for these
(1,679), or 12% (11) of Sagax’s interest-bearing liabilities. SEK lines of credit amounted to SEK 17 M (12) in 2018. No additional
1,505 M (1,275) in outstanding commercial paper was termed collateral needs to be pledged to utilise these lines of credit.
current in the balance sheet since such commercial paper always The table below shows the years in which Sagax’s inter-
has a terms of less than one year. However, the commercial est-bearing liabilities fall due for final payment or capital repay-
paper has been recognised as non-current in the table of Sagax’s ment according to plan. Except for a bond at a fixed interest rate,
loan maturity at year end on page 104 since the paper’s back-up
facilities have a term exceeding one year. The commercial paper Net debt 31 Dec 2018 31 Dec 2017
was issued by the Parent Company. In 2019, SEK 126 M will Interest-bearing liabilities 15,763 13,691
be repaid according to agreement, of which SEK 87 M refers to Interest-bearing assets –6 –7
loans maturing in 2019. The current interest-bearing liabilities Liquidity –73 –60
are repaid via the company’s cash flow, through extension of loan Listed shares –872 –442
contracts or through new borrowing for the refinancing of loans Net debt 14,812 13,182
that are about to expire. Sagax seeks to maintain a low share of
current interest-bearing financing in an effort to minimise the
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 103
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
17 Interest-bearing liabilities, cont’d.
non-current interest-bearing liabilities primarily have a short loans. Purchased interest-rate swaps have been taken into consid-
fixed-interest period entailing that the amortised cost essentially eration in view of their contractual interest rates and terms. An
matches the fair value. On 31 December, the fixed rate bond had a interest-rate cap of SEK 3,728 M is recognised in the table below
market value that was SEK 1 M lower than the amortised cost. The at the interest rate applying on the balance sheet date and the
calculation of interest-bearing net debt is presented on page 103. year of maturity when the various interest-rate caps expire.
The following table shows the fixed-interest structure of the
Loan maturity, years Amount Share Fixed interest, years Amount Average interest Share
2019 312 2% 2019 5,460 1.8% 35%
2020 2,668 17% 2020 604 3.5% 4%
2021 3,149 20% 2021 1,285 2.2% 8%
2022 1,250 8% 2022 1,263 2.5% 8%
2023 3,246 21% 2023 1,110 2.4% 7%
>2023 5,138 33% >2023 6,042 2.4% 38%
Total 15,763 100% Total/average 15,763 2.2% 100%
The average loan maturity was 3.6 years (3.1) The average fixed-interest period was 3.0 years (2.3).
NOTE
18 Financial instruments
104 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
18 Financial instruments, cont’d.
Average Average
Number Nominal amount Share remaining maturity interest rate Market value
31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec
Amounts in SEK M 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017
Nominal interest-rate
swaps:
Deutsche Pfandbriefbank 2 9 1,111 2,241 18% 28% 1.5 4.9 0.6% 2.3% –15 –219
Svenska Handelsbanken – 4 – 321 – 4% – 3.6 – 4.2% – –47
Nordea 8 10 479 961 8% 12% 4.5 4.7 3.0% 2.6% –38 –76
Swedbank 1 2 252 345 4% 4% 4.0 3.8 0.5% 0.5% –5 –4
SEB 1 5 629 629 10% 8% 6.9 3.5 2.2% 3.6% –64 –76
Sub-total 11 30 2,471 4,497 40% 56% 3.7 4.5 1.5% 2.5% –121 –422
Interest-rate cap:
Deutsche Pfandbriefbank 1 2 139 692 2% 9% 4.8 0.0 2.0%1) 1.8%1) 3 0
Den Danske Bank 1 1 144 138 2% 2% 1.0 2.0 2.0% 1)
2.0%1) – 0
ING 1 – 447 – 7% – 4.5 – 2.0%1) – 1 –
HSBC 1 1 380 364 6% 5% 2.7 3.7 1.3%1) 1.3%1) – 1
Nordea 5 5 888 873 14% 11% 1.8 2.8 1.9%1) 1.9%1) – 0
Société Générale 1 – 272 – 4% – 4.3 – 2.0% 1)
– – –
Swedbank 3 3 658 645 11% 8% 1.9 2.9 1.9%1) 1.9%1) – 0
SEB 1 1 800 800 13% 10% 3.1 4.1 2.5%1) 2.5%1) – 0
Sub-total 14 13 3,728 3,513 60% 44% 2.8 2.6 2.0%1) 2.0%1) 4 1
The table above presents the distribution of fixed-income deriva- The table below shows future liquidity flows attributable to
tives over time and how average interest rates and market values fixed-income derivatives, which comprise interest paid minus
are allocated per final year. interest received. To calculate the variable component of a
The liquidity flows attributable to credits are presented fixed-income derivative, STIBOR and EURIBOR rates were used
below. Assumptions have also been applied to these regarding across the entire term of the derivatives as they were quoted on
STIBOR and EURIBOR rates as they were quoted on the balance the balance sheet date. The above assumption includes the total
sheet date. Other liabilities are short term and fall due for pay- payment obligation for contractual loans and fixed-income deriv-
ment within one year. atives totalling SEK 17,011 M (15,022) over the remaining term.
For comparison, the estimated liquidity flows as per 31 December
2018 and 31 December 2017 are recognised.
Future liquidity flows for interest-bearing Future liquidity flows for interest-bearing
liabilities and fixed-income derivatives, 31 Dec 2017 liabilities and fixed-income derivatives, 31 Dec 2018
Opening To be Closing Interest Derivative Total Opening To be Closing Interest Derivative Total
Year liabilities repaid liabilities payment payment payments Year liabilities repaid liabilities payment payment payments
2018 13,691 –316 13,375 –265 –113 –694 2019 15,763 –312 15,451 –224 –38 –574
2019 13,375 –2,982 10,393 –227 –111 –3,320 2020 15,451 –2,668 12,783 –270 –31 –2,969
2020 10,393 –2,955 7,438 –176 –103 –3,234 2021 12,783 – 3,149 9,634 –191 –29 –3,368
2021 7,438 –2,785 4,653 –105 –88 –2,978 2022 9,634 –1,250 8,384 –144 –25 –1,419
2022 4,653 –4,653 – –18 –50 –4,721 2023 8,384 –3,246 5,138 –128 –22 –3,396
>2022 – – – – –75 –75 >2023 5,138 –5,138 – –108 –39 –5,284
Total –13,691 –791 –540 –15,022 Total –15,763 –1,064 –184 –17,011
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 105
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
18 Financial instruments, cont’d.
Financial assets
Fixed-income derivatives – 4 – 1 –
Financial instruments attributable to joint ventures – 449 – 373 –
Rent receivables 96 – 47 – –
Listed shares – 872 – 442 –
Other receivables 190 – 139 – –
Cash and cash equivalents 73 – 60 – –
Total 359 1,325 246 816 –
Financial liabilities
Fixed-income derivatives – 121 – 422 –
Interest-bearing liabilities 15,683 – – – 13,616
Accounts payable 42 – – – 29
Other liabilities 139 – – – 84
Accrued expenses and deferred income 458 – – – 391
Total 16,322 121 – 422 14,120
1) Categorisation for 2017 is in accordance with IAS 39, which applied until 31 December 2017.
NOTE
19 Other non-current liabilities NOTE
21
Tangible
fixed assets
20
Accrued expenses and Accumulated
NOTE deferred income depreciation at the beginning
of the year –5 –4 –5 –4
Depreciation for the year –1 –1 0 –1
Group Parent Company Total –6 –5 –5 –5
31 Dec 31 Dec 31 Dec 31 Dec
2018 2017 2018 2017 Carrying amount 5 12 1 1
Accrued property tax 22 30 – –
Accrued financial Tangible fixed assets comprise equipment and office adaptations for
expenses 87 109 67 66 Sagax’s offices in Stockholm, Helsinki, Paris and Rotterdam. Initial
Prepaid rental revenue 199 167 – – design expenses were reclassified to the property cost during the
Other interim liabilities 150 85 5 3 year.
Total 458 391 72 69
106 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
22 Participations in Group companies
The Parent Company AB Sagax’s directly owned and indirectly owned subsidiaries are shown below. All of the following directly
owned subsidiaries in which the participation is less than 100% are owned jointly with other wholly owned Group companies.
Indirectly owned subsidiaries Corp. Reg. No. Country Domicile Indirectly owned subsidiaries Corp. Reg. No. Country Domicile
Alpha 1 Oy 2155931-3 Finland Helsinki IJA Fastighets AB 556801-3956 Sweden Stockholm
As Oy Kuopion Haapaniemenkatu 61) 0214793-8 Finland Kuopio Jobegu AB 556697-8937 Sweden Stockholm
Asunto Oy Edelfeltinkatu 31) 0160356-7 Finland Kotka Karkkilan Linja-autoasema Oy1) 0126992-5 Finland Karkkila
Asunto Oy Leivonhovi1) 0150230-1 Finland Lahti KB Kolsva 1 916608-8386 Sweden Stockholm
Asunto Oy Porin Santojentie 151) 0217489-9 Finland Pori KB Slänten 17 969667-0604 Sweden Stockholm
Asunto Oy Tapionkatu 251) 0137915-5 Finland Pori KB Titania 969636-7763 Sweden Stockholm
Asunto Oy Tietola1) 0128859-5 Finland Lohja Kiinteistö Oy Aittokulma1) 0219425-9 Finland Jyväskylä
Breidan 4 Fastighets KB 969715-9268 Sweden Stockholm Kiinteistö Oy Karjalantie 3 0211878-2 Finland Kotka
Cephyr AB 556646-0753 Sweden Stockholm Kiinteistö Oy Kolmenkeikka 0169467-3 Finland Lieksa
EVAF B-FROST Finland Properties Oy 2115360-4 Finland Helsinki Kiinteistö Oy Kommila1) 0226274-1 Finland Varkaus
Fastighets AB Microhuset 559016-3159 Sweden Stockholm Kiinteistö Oy Vantaan Sanomati 2634936-6 Finland Helsinki
Fastighets AB Microhuset 559016-3159 Sweden Stockholm Kiinteistö Oy Vesalankeskus1) 0146223-1 Finland Hollola
Fastighetsbolaget Bårebo Klingan 3 Fastigheter 556726-7942 Sweden Stockholm
Gräsanden AB 556737-4151 Sweden Stockholm Koskelo Holding Oy 2009577-2 Finland Espoo
Fastighetsbolaget Reglaget AB 556591-6706 Sweden Stockholm KOy Ansakulma 2705230-2 Finland Vantaa
Fastighetsförv Skultuna 3 KB 969646-0196 Sweden Stockholm KOy Denegin Keskikankaantie 9 2059988-2 Finland Helsinki
Förvaltningsbolaget Hedenhög i KOy Espoon Karaportti 8 2547952-1 Finland Espoo
Huddinge AB 556468-6615 Sweden Stockholm KOy Espoon Koskelontie 27 A 2691505-7 Finland Espoo
Gammelbackan Palvelukeskus Oy1) 0214069-9 Finland Porvoo Koy Espoon Mänkimiehentie 4 2886834-6 Finland Espoo
Grepens KB 916452-1354 Sweden Lidköping
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 107
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
22 Participations in Group companies, cont’d.
Indirectly owned subsidiaries Corp. Reg. No. Country Domicile Indirectly owned subsidiaries Corp. Reg. No. Country Domicile
KOy Espoon Olarinluoma 8 2298118-8 Finland Helsinki KOy Pirkkalan Vesalanportti 2229677-0 Finland Pirkkala
KOy Espoon Ruukintie 20 0783679-1 Finland Espoo KOy Porin Korjaamokatu 1 2612408-7 Finland Helsinki
KOy Forssan Koikkurintie 2 2731647-8 Finland Forssa KOy Porin Raja-Hiltantie 8 2731631-2 Finland Pori
KOy Gunnarlankatu 5 2128395-1 Finland Helsinki KOy Rauman Äyhönjärventie 5 2731635-5 Finland Rauma
KOy Hakamäenkuja 8-10 2541642-4 Finland Helsinki KOy Ristipellontie 17 2447642-5 Finland Helsinki
KOy Helsingin Konalankuja 5 2702587-3 Finland Helsinki KOy Rovaniemen Teollisuustie 28 2731633-9 Finland Rovaniemi
KOy Helsingin Muonakulma 2756538-6 Finland Helsinki KOy Ruosilankulma 1937007-9 Finland Helsinki
KOy Helsingin Muonamiehenraitti 2809177-6 Finland Helsinki KOy Ruosilantie 18 0744708-3 Finland Helsinki
KOy Helsingin Puusepänkatu 2 1589532-9 Finland Helsinki KOy Seinäjoen Yrittäjäntie 2 2731618-7 Finland Seinäjoki
KOy Helsingin Ristipellonkulma 2773506-6 Finland Helsinki KOy Sähkötie 8 2565951-4 Finland Vantaa
KOy Helsingin Ruosilantie 14 2773505-8 Finland Helsinki KOy Tampereen Joentaustankatu 3 2731623-2 Finland Tampere
KOy Helsingin Ruosilantie 16 2773508-2 Finland Helsinki KOy Tampereen Nuutisarankatu 19 2612407-9 Finland Helsinki
KOy Helsingin Valokaari 8 2702507-2 Finland Helsinki KOy Tampereen Patamäenkatu 7 1636010-7 Finland Tampere
KOy Hollolan Tarmontie 2-4 2103880-9 Finland Helsinki KOy Terässammon Yrituskeskus 1740299-7 Finland Jyväskylä
KOy Hyvinkään Hakakalliontie 7 2731622-4 Finland Hyvinkää KOy TRE Hautalankatu 19-20 2945481-5 Finland Tampere
KOy Hämeenlinnan Autotehtaantie 1 2702571-8 Finland Helsinki KOy TRE Hautalankatu 31 2945486-6 Finland Tampere
KOy JKL Metsälehmuksentie 6 2933938-2 Finland Jyväskylä KOy Tuusulan Pakkasraitti 4 2652079-2 Finland Tuusula
KOy Joensuun Muuntamontie 3 2832727-5 Finland Joensuu KOy Vantaan Ansatie 4 0598169-6 Finland Helsinki
KOy Juhanilanmäki 0734652-2 Finland Helsinki KOy Vantaan Hakamäenkulma 2696847-4 Finland Helsinki
KOy Jykeskeljo 1772102-3 Finland Jyväskylä KOy Vantaan Honkanummentie 5 1044118-4 Finland Helsinki
KOy Jyskän Palvelukeskus1) 0175433-0 Finland Jyväskylä KOy Vantaan Juurakkotie 3 2814954-4 Finland Vantaa
KOy Jyväskylän Ahjokatu 26 1994773-9 Finland Jyväskylä KOy Vantaan Kiitoradantie 14 1898385-0 Finland Helsinki
KOy Jyväskylän Metsäraivio 2 2945477-8 Finland Jyväskylä KOy Vantaan Klinkkerikaari 2 0558383-1 Finland Vantaa
KOy Jyväskylän Savelankatu 5 2854809-4 Finland Jyväskylä KOy Vantaan Kärkikuja 1832321-1 Finland Helsinki
KOy Jyväskylän Yritystie 1 2854808-6 Finland Jyväskylä KOy Vantaan Martinkyläntie 9 2599495-3 Finland Vantaa
KOy Karkkilan Sähkökiinteistö1) 1536323-4 Finland Karkkila KOy Vantaan Niittykulma 2756539-4 Finland Vantaa
KOy Kempeleen Vihikari 10 2878206-7 Finland Kempele KOy Vantaan Niittyvillankuja 2 2731626-7 Finland Vantaa
KOy Keski-Suomen Talo1) 0712443-6 Finland Jyväskylä KOy Vantaan Nuolitie 20 2825579-3 Finland Vantaa
KOy Kiimingin Hallitie 2 2765013-4 Finland Oulu KOy Vantaan Porttisuontie 9 2112915-3 Finland Helsinki
KOy Koivuhaanportti 10 0741876-8 Finland Helsinki KOy Vantaan Sarkatie 2 1971094-2 Finland Vantaa
KOy Kokkolan Patamäentie 1 2832725-9 Finland Kokkola KOy Vantaan Taivaltie 4 0625322-8 Finland Vantaa
KOy Konalankuja 2 0119121-6 Finland Helsinki KOy Vantaan Tiilitie 9 2591653-3 Finland Vantaa
KOy Konekeskus 0825860-4 Finland Jyväskylä KOy Vantaan Tikkurilantie 146 2702493-4 Finland Helsinki
KOy Kotkan Kisällinkatu 10 2612405-2 Finland Helsinki KOy Vantaan Tikkurilantie 5 2319111-0 Finland Helsinki
KOy Kuopion Lukkosalmenportti 2190203-8 Finland Kuopio KOy Vantaan Trukkikuja 1 2613719-5 Finland Helsinki
KOy Kuopion Mestarinkatu 5 2731637-1 Finland Kuopio KOy Vantaan Tulkintie 29 1635180-9 Finland Helsinki
KOy Lahden Ansiokatu 8 2731639-8 Finland Lahti KOy Vantaanlaaksontie 6 2298116-1 Finland Helsinki
KOy Lahden Jatkokatu 1 2612409-5 Finland Helsinki KOy Virkatie 10 2475125-5 Finland Helsinki
KOy Lapuan Metsäkiventie 4 2119444-9 Finland Lapua KOy Virkatie 7 2565952-2 Finland Vantaa
Hämeen- KOy Virkatie 8 A 2565960-2 Finland Vantaa
KOy Larin Kyöstinkatu 28 2731644-3 Finland linna
KOy Virkatie 8 B 2565956-5 Finland Vantaa
KOy Liedon Avantintie 20 2612411-6 Finland Helsinki
KOy Ylivieskan Kiskotie 2 2731628-3 Finland Ylivieska
KOy Lohjan Ratakatu 26 2731642-7 Finland Lohja
KOy Ylöjärven Teollisuustie 11 2607210-9 Finland Ylöjärvi
KOy Luomannotko 5 2731645-1 Finland Espoo
KOy Ylöjärven Vanha Vaasantie 2607206-1 Finland Ylöjärvi
KOy Lyhtykulma 2681286-7 Finland Helsinki
KOy Yrityspaja 1731678-1 Finland Jyväskylä
KOy Muuramen Punasilta 2097941-2 Finland Muurame
KOy Ärrävaara 2404395-3 Finland Vantaa
KOy Mäntän Seppälänpuistotie 7 0479474-1 Finland Mänttä-
Vilppula Kugghjulet 3 AB 556034-5901 Sweden Stockholm
Marcato Fastigheter AB 556438-8527 Sweden Stockholm
KOy Nimismiehenpelto 0658624-1 Finland Helsinki
Marcato Förvaltnings AB 556248-7982 Sweden Stockholm
KOy Noljakan Liikekeskus 1)
0548737-2 Finland Joensuu
Panncentralen 1 Fastighets AB 556606-2583 Sweden Stockholm
KOy Nurmon Ostoskeskus1) 0181183-3 Finland Seinäjoki
Sagax Ackumulatorn i Huddinge 556623-1170 Sweden Stockholm
KOy Oulun Johdinkuja 5 2265934-0 Finland Oulu
KOy Oulun Jääsalontie 17 2731625-9 Finland Oulu Sagax Almere 1 B.V. KVK67193439 Nether- Rotterdam
lands
KOy Oulun Kaapelitie 4 2303033-3 Finland Helsinki
Sagax Alpha KB 969667-5777 Sweden Stockholm
Koy Oulun Lumijoentie 2 2878202-4 Finland Oulu
Sagax Beta AB 559165-0006 Sweden Stockholm
Koy Oulun Moreenikuja 2 2765012-6 Finland Oulu
Sagax Beta KB 969680-2256 Sweden Stockholm
KOy Peltolamminkatu 40 0804138-4 Finland Helsinki
Sagax Beta Komplementär AB 556646-6891 Sweden Stockholm
108 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
22 Participations in Group companies, cont’d.
Indirectly owned subsidiaries Corp. Reg. No. Country Domicile Indirectly owned subsidiaries Corp. Reg. No. Country Domicile
Sagax Bokbindaren 1 AB 556757-8504 Sweden Stockholm Sagax Industrial 12 B.v. KVK71851240 Nether- Rotterdam
Sagax Danderyd AB 556162-4338 Sweden Stockholm lands
Sagax Donker Duyvisweg 301 B.V. KVK66641276 Nether- Rotterdam Sagax Industrial 13 B.V. KVK71851178 Nether- Rotterdam
lands lands
Sagax Eindhoven 1 B.V. KVK67272177 Nether- Rotterdam Sagax Industrial 14 B.V. KVK71851194 Nether- Rotterdam
lands lands
Sagax Elb AB 559164-9974 Sweden Stockholm Sagax Industrial 15 B.V. KVK71851143 Nether- Rotterdam
Sagax Elektra 11 AB 559092-7595 Sweden Stockholm lands
Sagax Eng AB 559164-9966 Sweden Stockholm Sagax Industrial 16 B.V. KVK72572256 Nether- Rotterdam
lands
Sagax Fastighet Egah Almuk AB 559075-2720 Sweden Stockholm
Sagax Finland AB 556759-7975 Sweden Stockholm Sagax Industrial 17 B.V. KVK72572299 Nether- Rotterdam
lands
Sagax Finland Asset Management OY 2513597-2 Finland Helsinki
Sagax Industrial 18 B.V. KVK72572310 Nether- Rotterdam
Sagax Finland Holding 2 Oy 2547955-6 Finland Helsinki
lands
Sagax Finland Holding 4 Oy 2590939-2 Finland Helsinki
Sagax Jönköping KB 969700-5099 Sweden Stockholm
Sagax Finland Holding 5 Oy 2607209-6 Finland Helsinki
Sagax Karlskoga AB 556728-6843 Sweden Karlskoga
Sagax Finland Holding 6 Oy 2608825-8 Finland Helsinki
Sagax Kista AB 556855-5006 Sweden Stockholm
Sagax Finland Holding 7 Oy 2655160-1 Finland Helsinki
Sagax Konsumentvägen AB 556717-8305 Sweden Stockholm
Sagax Finland Holding 8 Oy 2676625-8 Finland Helsinki
Sagax Korsberga AB 556715-1963 Sweden Stockholm
Sagax Finland Holding 9 Oy 2681285-9 Finland Helsinki
Sagax Kvm AB 559128-7809 Sweden Stockholm
Sagax Finland Holding 10 Oy 2709703-3 Finland Helsinki
Sagax Lager AB 559128-7791 Sweden Stockholm
Sagax Finland Holding 11 Oy 2753789-5 Finland Helsinki
Sagax Lillsjö AB 556674-7365 Sweden Stockholm
Sagax Finland Holding 12 Oy 2807403-6 Finland Helsinki
Sagax MIX AB 559003-7213 Sweden Stockholm
Sagax Finland Holding 13 Oy 2913112-7 Finland Helsinki
Sagax NEEAH AB 556715-8521 Sweden Stockholm
Sagax Finland Holding 14 Oy 2913111-9 Finland Helsinki
Sagax PLP Holding AB 556668-8643 Sweden Stockholm
Sagax Finland Holding 15 Oy 2915842-6 Finland Helsinki
Sagax Postflyg AB 556791-5052 Sweden Stockholm
Sagax Finland Holding 16 Oy 2915844-2 Finland Helsinki
Sagax Real Estate ApS 35669744 Denmark Herlev
Sagax Finland Holding 17 Oy 2945479-4 Finland Helsinki
Sagax Rek AB 559164-9982 Sweden Stockholm
Sagax Finland Real Estate Oy 2553679-2 Finland Helsinki
Sagax Roosendaal 1 B.V. KVK67470939 Nether- Rotterdam
Sagax Fort AB 559128-7825 Sweden Stockholm lands
Sagax Hallenstraat 16 B.V. KVK66500133 Nether- Rotterdam Sagax Rosersberg AB 556740-3596 Sweden Stockholm
lands
Sagax Sapla 1 AB 556740-5187 Sweden Stockholm
Sagax Haninge AB 556730-5080 Sweden Stockholm
Sagax Sapla 2 AB 556740-5294 Sweden Stockholm
Sagax Helsingborg KB 969716-9374 Sweden Stockholm
Sagax Sapla 3 AB 556740-5286 Sweden Stockholm
Nether-
Sagax Holdco 1 B.V KVK70337136 lands Rotterdam Sagax Sapla 4 AB 556740-5278 Sweden Stockholm
Nether- Sagax Sapla 5 AB 556683-0377 Sweden Stockholm
Sagax Holdco 2 B.V KVK71059679 lands Rotterdam Sagax Skarphallen AB 556979-4588 Sweden Stockholm
Sagax Holding 1 ApS 35669752 Denmark Herlev Sagax Skarpnäck AB 556852-4531 Sweden Stockholm
Sagax Huskvarna AB 556703-0555 Sweden Stockholm Sagax Skruvnyckeln Holding AB 559105-5743 Sweden Stockholm
Sagax Industrial 1 B.V. KVK68504691 Nether- Rotterdam Sagax Solna AB 556073-1407 Sweden Stockholm
lands
Sagax Staffanstorp AB 556805-3762 Sweden Stockholm
Sagax Industrial 2 B.V. KVK68504802 Nether- Rotterdam
Sagax Stam AB 559128-7882 Sweden Stockholm
lands
Sagax Stockholm 15 AB 559037-4962 Sweden Stockholm
Sagax Industrial 3 B.V. KVK69131589 Nether- Rotterdam
Sagax Stockholm 20 AB 559081-6657 Sweden Stockholm
lands
Sagax Stockholm 21 AB 559083-1938 Sweden Stockholm
Sagax Industrial 4 B.V. KVK6913554 Nether- Rotterdam
lands Sagax Stockholm 23 AB 559083-1888 Sweden Stockholm
Sagax Industrial 5 B.V. KVK6913511 Nether- Rotterdam Sagax Stockholm 24 AB 559083-1896 Sweden Stockholm
lands Sagax Stockholm Nio AB 556954-1963 Sweden Stockholm
Sagax Industrial 6 B.V. KVK70338744 Nether- Rotterdam Sagax Sätra AB 556930-2085 Sweden Stockholm
lands Sagax Tel B.V. KVK67390382 Nether- Rotterdam
Sagax Industrial 7 B.V. KVK70338833 Nether- Rotterdam lands
lands Sagax Temple Holding 2 Oy 2111984-4 Finland Helsinki
Sagax Industrial 8 B.V. KVK70701393 Nether- Rotterdam Sagax Temple Holding 4 Oy 2111986-0 Finland Helsinki
lands Sagax Temple Portfolio 1 Oy 2111959-6 Finland Helsinki
Sagax Industrial 9 B.V. KVK70697620 Nether- Rotterdam Sagax Temple Portfolio 2 Oy 2111967-6 Finland Helsinki
lands Sagax Temple Portfolio 3 Oy 2111963-3 Finland Helsinki
Sagax Industrial 10 B.V. KVK71061584 Nether- Rotterdam Sagax Temple Portfolio 4 Oy 2111970-5 Finland Helsinki
lands
Sagax Terneuzen B.V. KVK68120370 Nether- Rotterdam
Sagax Industrial 11 B.V. KVK71062394 Nether- Rotterdam lands
lands
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 109
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
22 Participations in Group companies, cont’d.
Indirectly owned subsidiaries Corp. Reg. No. Country Domicile Indirectly owned subsidiaries Corp. Reg. No. Country Domicile
Sagax Tsg AB 556715-1930 Sweden Stockholm Saunakallion Ostoskeskus Oy1) 0197158-9 Finland Järvenpää
Sagax Tyskland AB 556715-1930 Sweden Stockholm Sointulan Keskus Oy1) 0197931-0 Finland Valkeakoski
Sagax Veddesta 2:42 AB 556804-6436 Sweden Stockholm Storstockholms Industrifastigheter KB 969695-2648 Sweden Stockholm
Sagax Vetlanda AB 556687-2262 Sweden Stockholm Stubbehagen Fastighets AB 556698-0891 Sweden Stockholm
Sagax Yta AB 559128-7908 Sweden Stockholm Svenskasagax 1 SAS FR808495303 France Paris
Sagax Åptimera AB 556200-9844 Sweden Stockholm Svenskasagax 2 SAS FR822558268 France Paris
Sagax Älvsjö AB 559035-3149 Sweden Stockholm Svenskasagax 3 SAS FR834337230 France Paris
Sallan Kauppakeskus Oy1) 0192910-2 Finland Salla T E Real Estate KB 969712-2852 Sweden Stockholm
Satrap Kapitalförvaltning AB 556748-3309 Sweden Stockholm Tikkakosken Liikekeskus Oy1) 0194775-7 Finland Jyväskylä
Tillverkaren 1 Fastighets AB 556730-4307 Sweden Stockholm
1) Joint operations.
NOTE
23 Participations in joint ventures
Sagax owns 50% of the Group company Söderport Holding AB schools, healthcare and judicial system. The company has long-
together with the Nyfosa Group. Söderport contributed SEK term leases, and stable tenants and owners. The properties are
142 M (127) to Sagax’s profit from property management in 2018. located in Sweden, Finland and Germany. In Sweden, tenants are
At year end, Söderport owned 70 (69) properties with lettable largely the government, county councils and municipalities. In
area of 686,000 square metres (650,000). 54% (57) of the letta- Finland, tenants mainly comprise municipalities and private com-
ble area was in Stockholm on 31 December 2018, of which the panies. Tenants in Germany include private operators of retire-
main portion comprised industrial and warehouse properties in ment homes, profit or non-profit.
Årsta and Västberga. In 2018, Söderport Holding AB recognised A corresponding 81% of the property value comprises prop-
revenue of SEK 585 M (548), and posted profit from property erties located in metropolitan regions in Sweden, Germany and
management of SEK 285 M (254). On behalf of Söderport, AB Finland. The international property portfolio accounted for 28%
Sagax provides property management and financial management (22) of the properties’ market value. More information on Hemsö
services to the Söderport Group. Nyfosa is responsible for prop- Fastighets AB is available on the company’s website, hemso.se.
erty management at certain locations. Sagax recognises shares in profit and participating interests in
Sagax owns 50% of Hemsö Intressenter AB, which in turn joint ventures according to the equity method; the companies are
owns 30% of Hemsö Fastighets AB, with the remaining share thus not consolidated. Shares in profit, as well as additional acqui-
owned by the Third Swedish National Pension Fund. Hemsö sition costs, are recognised across the values of participations in
Intressenter AB contributed SEK 170 M (151) to Sagax’s profit the consolidated financial statements. Consolidated comprehen-
from property management in 2018. Hemsö Fastighets AB owns sive income includes the Group’s share of comprehensive income
and develops public properties, properties for retirement homes, in the investment entity.
Parent Company
Joint venture Corp. Reg. No. Domicile Share 31 Dec 2018 31 Dec 2017
Hemsö Intressenter AB 556917-4336 Stockholm 50% 285 285
Fastighetsaktiebolaget Apicius1) 559015-8902 Stockholm 50% – 1
Total 285 286
Group
Joint ventures/associated companies Corp. Reg. No. Domicile Share 31 Dec 2018 31 Dec 2017
Hemsö Intressenter AB 556917-4336 Stockholm 50% 1,324 973
Söderport Holding AB 556819-2230 Stockholm 50% 1,513 1,286
Fastighetsaktiebolaget Apicius1) 559015-8902 Stockholm – – 1
Total 2,837 2,259
1) The company became a wholly owned subsidiary in 2018.
110 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
23 Participations in joint ventures, cont’d.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 111
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
24 Receivables from Group companies
NOTE
24
Receivables from Group companies,
cont’d.
25
Svenska Holding SAS 48 –
Sagax Holding 1 ApS 55 –
NOTE Liabilities to Group companies
Sagax Industrial 1 B.V. 51 62
Sagax Industrial 2 B.V. 25 31
Sagax Industrial 3 B.V. 18 21 Parent Company
Sagax Industrial 4 B.V. 39 47 Group companies 31 Dec 2018 31 Dec 2017
Sagax Industrial 5 B.V. 181 – Current liabilities to Group companies
Sagax Industrial 6 B.V. 33 – Fastighetsaktiebolaget Apicius 1 –
Sagax Industrial 7 B.V. 150 – Firethorne AB 650 632
Sagax Industrial 8 B.V. 37 – Sagax Beta AB 132 –
Sagax Industrial 9 B.V. 17 – Sagax Europa AB 115 –
Sagax Industrial 10 B.V. 66 – Sagax Holding 1 ApS – 14
Sagax Industrial 11 B.V. 24 – Sagax Finland Asset Management Oy – 27
Sagax Industrial 12 B.v. 65 –
Sagax Finland Holding AB 384 249
Sagax Industrial 15 B.V. 74 –
Sagax Finland Oy 489 –
Sagax Industrial 16 B.V. 88 –
Sagax Invest AB – 78
Sagax Invest AB 94 –
Sagax Jordbro AB 171 128
Sagax Macrohuset AB 35 –
Sagax Solna AB 21 22
Sagax Nederland B.V. 23 3
Sagax Stockholm 6 AB 42 35
Sagax Projektutveckling AB 37 9
Sagax Stockholm 7 AB 30 23
Sagax Real Estate ApS 1 1
Sagax Stockholm 8 AB 2 3
Sagax Roosendaal 1 B.V. 20 25
Sagax Stockholm 19 AB 260 –
Sagax Småland AB 344 727
Sagax Stockholm Två AB 185 –
Sagax Stockholm Nio AB 18 18
Sagax Temple Portfolio 3 Oy – 9
Sagax Stockholm Tio AB 138 51
Sagax Stockholm 12 AB 2 16 Total 2,482 1,220
Sagax Stockholm 13 AB 274 276
Sagax Stockholm 14 AB 37 15
Parent Company
Sagax Stockholm 15 AB 7 203
31 Dec
Sagax Stockholm 20 AB 145 151
Group companies 2018 31 Dec 2017
Sagax Stockholm 23 AB 120 40
Non-current liabilities to Group companies
Sagax Stockholm 25 AB 38 2
Sagax Tel B.V. 28 38 Sagax Beta Komplementär AB – 438
Sagax Temple Holding 2 Oy 138 30 Sagax Finland Oy 257 –
Sagax Temple Holding 3 Oy – 26 Total 257 438
Sagax Temple Holding 4 Oy 127 52
Sagax Temple Portfolio 1 Oy 369 183
Sagax Temple Portfolio 2 Oy 124 82
Sagax Temple Portfolio 3 Oy 476 –
Sagax Temple Portfolio 4 Oy 377 386
Sagax Temple S.à.r.l. – 7
Sagax Terneuzen B.V. 233 181
Sagax Tyskland AB 620 627
Satrap Kapitalförvaltning AB 147 101
Svenskasagax 2 SAS 63 722
Svenskasagax 3 SAS 143 –
Total 9,582 5,208
112 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
26 Transactions with related parties
NOTE
27 Equity
SHARE CAPITAL
On 1 June, Sagax completed a rights issue of 23,862,214 Class The share capital trend during the past ten years, as registered by the
D common shares, on 14 June, the company completed a private Swedish Companies Registration Office, is also described below.
placement of 9,574,617 Class D common shares and on 6 Novem-
ber completed a private placement of 4,900,000 Class D common Voting rights and proportion of share capital
Propor-
shares. Moreover, due to the exercise of warrants, Sagax issued
Voting Propor- tion
121,275 Class B common shares in June. The completion of these Number of rights Number of tion of share
issues increased the share capital by SEK 67.3 M. Class of share shares per share votes of votes capital
The number of treasury shares amounted to 1,000,000 Class B Class A shares 13,416,822 1.00 13,416,822 34% 5%
shares at 31 December 2018. The shares were repurchased in 2013. Class B shares 145,979,405 0.10 14,597,940 37% 52%
The shares have a quotient value of SEK 1.75 per share. All Class D shares 101,900,000 0.10 10,190,000 25% 37%
Preference
shares were fully paid up. Voting rights and the proportion of
shares 16,784,028 0.10 1,678,403 4% 6%
share capital per class of share are presented below.
Total 278,080,255 39,883,165 100% 100%
Increase in Total Total number of Total number of Total number of Total number of Total number
Date Event share capital share capital Class A shares Class B shares Class D shares preference shares of shares
3 Apr 2009 Non-cash issue 6,875,000 142,712,990 12,077,322 – – 16,465,276 28,542,598
14 Apr 2009 Non-cash issue 700,000 143,412,990 12,077,322 – – 16,605,276 28,682,598
4 June 2009 Private placement 20,000,000 163,412,990 12,077,322 – – 20,605,276 32,682,598
13 Apr 2010 Rights issue 54,470,995 217,883,985 12,077,322 – – 31,499,475 43,576,797
13 Apr 2010 Private placement 20,000,000 237,883,985 12,077,322 – – 35,499,475 47,576,797
9 Jul 2010 Private placement 8,762,735 246,646,720 12,077,322 – – 37,252,022 49,329,344
9 Nov 2010 Warrants 256,875 246,903,595 12,128,697 – – 37,252,022 49,380,719
23 Nov 2010 Warrants 1,191,555 248,095,150 12,367,008 – – 37,252,022 49,619,030
17 Dec 2010 Warrants 1,066,405 249,161,555 12,580,289 – – 37,252,022 49,832,311
30 Dec 2010 Warrants 743,750 249,905,305 12,729,039 – – 37,252,022 49,981,061
27 Jan 2011 Warrants 885,625 250,790,930 12,906,164 – – 37,252,022 50,158,186
1 Mar 2011 Warrants 2,553,290 253,344,220 13,416,822 – – 37,252,022 50,668,844
21 Dec 2012 Private placement 63,739,890 317,084,110 13,416,822 – – 50,000,000 63,416,822
26 Mar 2013 Bonus issue1) 28,689,713 345,773,824 13,416,822 134,168,220 – 50,000,000 197,585,042
26 Mar 2013 Private placement 20,457,342 366,231,166 13,416,822 145,858,130 – 50,000,000 209,274,952
25 Apr 2014 Private placement 5,250,000 371,481,166 13,416,822 145,858,130 – 53,000,000 212,274,952
22 Dec 2014 Private placement 4,375,000 375,856,166 13,416,822 145,858,130 – 55,500,000 214,774,952
24 Mar 2015 Private placement 4,812,500 380,668,666 13,416,822 145,858,130 58,250,000 217,524,952
2 Nov 2016 Rights issue 25,261,243 405,929,909 13,416,822 145,858,130 14,434,996 58,250,000 231,959,948
2 Nov 2016 Private placement 6,676,257 412,606,166 13,416,822 145,858,130 18,250,000 58,250,000 235,774,952
9 Jun 2017 Cancellation of shares –72,565,451 340,040,715 13,416,822 145,858,130 18,250,000 16,784,028 194,308,980
9 Jun 2017 Offset issue 79,298,046 419,338,761 13,416,822 145,858,130 63,563,169 16,784,028 239,622,149
1 Jun 2018 Rights issue 41,758,875 461,097,636 13,416,822 145,858,130 87,425,383 16,784,028 263,484,363
14 Jun 2018 Private placement 16,755,580 477,853,216 13,416,822 145,858,130 97,000,000 16,784,028 273,058,980
19 Jun 2018 Incentive Plan2) 212,231 478,065,447 13,416,822 145,979,405 97,000,000 16,784,028 273,180,255
6 Nov 2018 Private placement 8,575,000 486,640,446 13,416,822 145,979,405 101,900,000 16,784,028 278,080,255
1) The quotient value per share was reduced to SEK 1.75 in conjunction with the bonus issue of Class B common shares.
2) New share issues due to the exercise of warrants under the 2015-2018 Incentive Plan.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 113
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
27 Equity, cont’d.
WARRANTS The total proposed dividend amounts to SEK 556.2 M. The dividend
Sagax has three warrant plans for the company’s employees. These plans corresponds to 34.6% (33.4) of consolidated profit from property
are valid for three years, encompassing the periods 2016-2019, 2017- management for 2018 and 37% (37) of consolidated cash flow for
2020 and 2018-2021. Warrants entitle the holder to subscribe for new 2018 before changes in working capital, which is in line with Sagax’s
common shares in June 2019, June 2020 and June 2021, respectively. dividend strategy to distribute about one-third of the annual profit
The subscription price corresponds to the price paid for the Sagax share from property management in total dividend payments on common
at the start of the warrant plans converted using the average share price and preference shares.
trend for the listed property companies in accordance with Carnegie’s The dividend policy is intended to allow for continued growth
property index (CREX) during the corresponding period. Accordingly, and adequate preparedness to take advantage of business opportu-
the warrants will have a value on condition that the price performance nities. The Board is also authorised to propose the distribution of
of the Sagax share exceeds the average for the listed property companies non-recurring profits to shareholders.
during each three-year period. At year end, Sagax employees held a total
of 801,670 warrants with the right to subscribe for Class B common EARNINGS PER SHARE
shares corresponding to 0.5% of the number of common shares outstand- According to the Articles of Association, each preference share con-
ing. A new share issued of 121,275 Class B common shares was carried fers a preferential right to SEK 2.00 in annual dividends. Each Class
out in June 2018 due to the exercise of warrants under the 2015-2018 D share provides entitlement to a maximum of SEK 2.00 per share.
Incentive Plan. The remainder of employees’ warrants for the Incentive Accordingly, when calculating earnings per Class A and B common
Plan 2015-2018 was bought back by Sagax AB for SEK 4 M, which cor- share, profit for the year was reduced by SEK 2.00 per preference
responds to the market value on the date of the repurchase. The compa- share and Class D share, by a total of SEK 237 M. The calculation is
ny’s CEO and Board Members do not participate in the plans. based on the total number of preference and Class D shares at year
No additional warrants or convertibles are outstanding. end, 16,784,028 preference shares and 101,900,000 Class D shares.
When calculating earnings per common Class A and B share
CONSOLIDATED EQUITY after dilution due to the warrants outstanding, in accordance with
The share capital corresponds to the Parent Company’s share capital. IAS 33, the dilution has been calculated as the number of Class B
Other contributed capital refers to capital contributed by share- shares that must be issued to cover the difference between the strike
holders. Reserves pertain to currency translation differences arising price and market price of all potential Class B shares (warrants) out-
as a result of foreign operations, shares in the other comprehensive standing, assuming it is probable that they will be exercised.
income of joint ventures and currency translation differences per-
28
taining to hedge accounting from foreign operations. Profit earned
relates to profit earned in the Group. NOTE Unrealised changes in value
total of SEK 318.8 M in dividends is proposed to be distributed to Recognised Divestment of prop- Accumulated
unrealised changes erties with a change unrealised changes
holders of Class A and Class B common shares. Year in value, SEK M of value, SEK M in value, SEK M
The Board proposes that the 2019 AGM approve a dividend 2009 –245 0 –245
of SEK 2.00 (2.00) per Class D share to be paid quarterly in the 2010 175 –7 –77
amount of SEK 0.50 per Class D share during the period between 2011 130 –6 47
the 2019 and 2020 AGMs. A total of SEK 203.8 M in dividends is 2012 134 –2 179
2013 136 2 317
proposed to holders of the company’s Class D shares.
2014 436 4 757
The Board proposes that the 2019 AGM approve a dividend of SEK
2015 677 39 1,473
2.00 (2.00) per preference share to be paid on a quarterly basis in the 2016 1,306 –180 2,599
amount of SEK 0.50 per preference share during the period between 2017 1,113 14 3,726
the 2019 and 2020 AGMs. A total of SEK 33.6 M in dividends is pro- 2018 1,265 63 5,054
posed to be distributed to holders of the company’s preference shares. Total 5,127 –73
114 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
NOTE
29 Pledged assets and contingent liabilities
1) In Finland, mortgage deeds obtained exceed interest-bearing liabilities by SEK 4,517 M (6,783), in accordance with market practices.
2) P ledged participations in subsidiaries refer to the companies’ share of the Group’s net assets less a deduction for pledged property mortgages and chattel mortgages.
NOTE
30 Cash-flow statements
Group Parent Company Cash flow from operating activities before changes in working
Items included in 31 Dec 31 Dec 31 Dec 31 Dec capital amounted to SEK 1,490 M (1,194). Cash flow from oper-
cash and cash equivalents 2018 2017 2018 2017 ating activities deviates from profit from property management
Cash and bank balances 73 60 2 4 primarily because the cash flow in joint ventures was reinvested
Total 73 60 2 4 in these operations in 2018. Changes in working capital had an
impact of SEK 100 M (–26) on cash flow.
Financial expenses amounted to SEK 481 M (444). The compa- Investing activities impacted cash flow by SEK –3,771 M
ny’s average interest rate was 2.2% (3.0) at 31 December 2018. (–1,855) and related primarily to net investments of SEK 3,437 M
In 2018, interest-bearing liabilities on property acquisitions (1,682) in the property business. Investments in new construction,
increased to SEK 15,763 M (13,691), at the same time as interest additions and renovations of existing properties amounted to SEK
paid by the Group on interest-bearing liabilities amounted to 456 M (341) during the fiscal year. Property acquisitions impacted
SEK 407 M (400). Sagax’s financial income amounted to SEK consolidated cash flow in the amount of SEK 3,026 M (1,382).
35 M (19). Property divestments contributed SEK 24 M (41) to cash flow.
Working capital, excluding prepaid rental revenue of SEK Cash flow from financing activities contributed a net amount
199 M (167), amounted to SEK –1,059 M (–1,350) at 31 Decem- of SEK 2,195 M (464) to Sagax. The Group raised SEK 8,487 M
ber 2018. At the same date, unutilised credit facilities amounted (3,322) in new loans and repaid SEK 6,707 M (2,395). A total of
to SEK 3,392 M (3,233), including lines of credit corresponding SEK 479 M (386) was distributed to shareholders during the year
to commercial paper outstanding. No additional collateral needs and SEK 0 M (66) was paid out due to the redemption offer for
to be pledged to utilise these lines of credit. preference shares. In total, cash and cash equivalents increased by
SEK 13 M (–223) to SEK 73 M (60) in 2018.
2017 2018
31 Dec 2016 Cash flow Non-cash flow 31 Dec 2017 Cash flow Non-cash flow 31 Dec 2018
Change in Change in
Borrowing exchange Borrowing exchange
costs rates costs rates Classification
Current interest-
bearing liabilities 1,600 65 – 14 1,679 226 – 36 –124 1,817
Non-current interest-
bearing liabilities 10,896 862 28 152 11,937 1,554 46 205 124 13,866
Total 12,495 927 28 166 13,616 1,780 46 241 – 15,683
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FINANCIAL REPORTS
NOTE
31 Operational risks
Sagax is exposed to various risks that may be of significance to the Risks connected with the acquisition of property companies
company’s future business, earnings and financial position. include taxes and legal disputes. It is therefore vital to have the
right expertise for property acquisitions in the organisation and to
RENTAL REVENUE AND RENT TRENDS engage external expertise where necessary. Sagax contends that the
Sagax’s revenue is impacted by long-term demand for premises company has adequate expertise to implement acquisitions and to
in the warehouse and light industry segment, the properties’ integrate these into the property management operation.
occupancy rate and the rent level received. In connection with property divestments, it is common for
The rental markets for the warehouse and light industry seg- the seller to provide guarantees regarding the validity of the
ment in the Stockholm and Helsinki regions are Sagax’s largest leases, environmental risks and so forth. When selling a property
markets and account for 51% (53) of the Group’s rental value. company, it is also common to provide guarantees that no tax
These rental markets are characterised by relatively low volatil- disputes or other legal disputes exist that could impact the com-
ity and a limited level of relocation. To limit Sagax’s exposure to pany in the future. The guarantees are normally limited in time.
vacancies and rent losses, Sagax endeavours to offer leases with It is important that such commitments are correctly formulated
long average terms and to prioritise tenants with a high credit and, in Sagax’s opinion, the company has adequate competence to
rating, despite these entailing slightly lower immediate earn- assess and formulate such documents.
ings. This is particularly important in relation to major tenants.
Dependency on individual tenants is reduced in pace with the CHANGES IN VALUES OF PROPERTIES
acquisition of properties by Sagax. Sagax is exposed to changes in the market value of the property
Rent-level risk is attributable to trends in current market portfolio. To assess the properties’ market value, Sagax engages
rents. Sagax’s management strategy stipulating long-term leases the services of external valuation companies. The company
mitigates this risk for the foreseeable future. Sagax works con- believes that the use of well-known, independent valuation com-
tinuously to renegotiate existing leases with the aim of mini- panies creates optimal long-term conditions for a fair and trust-
mising the short-term risk. Leases with a term in excess of three worthy assessment of the properties’ market values.
years normally include a supplement linked to the Consumer Sagax recognises its property holdings at fair value according
Price Index (CPI) in Sweden and to similar indexes in other to the accounting standard IAS 40 Investment Property, which
markets, meaning they are fully or partially inflation indexed. stipulates that the properties’ consolidated carrying amounts
At year end, 99% of Sagax’s contractual rents were linked to the match their assessed market value. Accordingly, declining market
CPI or similar indexes. values for the company’s properties will negatively impact the
company’s income statement and balance sheet. Declining market
CREDIT RISK values may occur due to a weakened economy, rising interest rates
The primary counterparty risk to which Sagax is exposed is that or property-specific circumstances, including vacancies, a deteri-
tenants could fail to make the payments required by their lease. In oration in the technical standard or accidents resulting in material
conjunction with acquisitions and leases, counterparty risk assess- damages. The company takes continuous actions to limit its expo-
ments are carried out and contracts are supplemented, if necessary, sure to these events through, for example, proactive management,
by collateral in the form of deposits, bank guarantees, surety pro- the signing of property insurance agreements and by formulating
vided by the Parent Company or a similar instrument. Sagax works leases with adequate contractual terms.
continuously to monitor and evaluate the financial position of its To prepare the accounts in accordance with generally
tenants. Sagax’s opinion is that the company’s tenants, with a small accepted accounting policies, company management must make
number of exceptions, stand on solid financial ground. judgments and assumptions that affect asset and liability items,
revenue and expense items recognised in the accounts and other
OPERATING AND MAINTENANCE COSTS information provided. The actual outcome may differ from these
Regarding the rental situation for premises in the warehouse and judgments. The valuation of investment properties can be sig-
light industry segment, tenants in this area often assume relatively nificantly affected by the judgments and assumptions made by
far-reaching responsibility for operations and maintenance. The company management. Sagax has engaged authorised external
most significant operating expenses include electricity and heating appraisers to assess the market value of all of the properties in
costs for the properties. For the bulk of these expenses, tenants are accordance with the Fair Value Method in order to reduce the risk
either charged directly or the expense is passed on by Sagax at cost of incorrect valuations.
price. Sagax’s exposure to changes in operating expenses is thus
relatively limited. In the event of vacancies, the company’s profit is CHANGE IN VALUES OF FINANCIAL DERIVATIVES
not only impacted by lost rental revenue but also by expenses for To limit the interest-rate risk, defined as the risk of an impact on
such items as power, which were previously paid by the tenants. earnings or cash flow due to changes in market interest rates, and
thus increase the predictability of profit from property manage-
TRANSACTION-RELATED RISKS ment, Sagax uses nominal interest-rate swaps and interest-rate
Property acquisitions form part of the company’s day-to-day oper- caps. Sagax’s fixed-income derivatives comprised a nominal total
ations and are, by their very nature, associated with uncertainty. of SEK 6,198 M (8,010) at year end.
Risks related to the acquisition of properties include the future The financial derivatives are measured at market value each
loss of tenants, environmental conditions and technical faults. quarter and their value is affected by the financial markets’
116 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
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FINANCIAL REPORTS
NOTE
31 Operational risks, cont’d.
Effect on debt ratio upon change in value of Effect on interest coverage ratio upon change in
property portfolio at 31 December 2018 occupancy rate at 31 December 2018
Effect on debt ratio upon change in value of Effect on interest coverage ratio upon change in
property portfolio at 31 December 2017 occupancy rate at 31 December 2017
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FINANCIAL REPORTS
NOTE
31 Operational risks, cont’d.
when setting interest rates for the interest period. Had the company tenants who conduct operations requiring special permits under
not utilised fixed-income derivatives to mitigate the interest-rate the Environmental Code, meaning that they are regarded as oper-
risk, an increase in market interest rates of 1 percentage point would ators as stipulated in the Environmental Code.
have increased interest expenses by SEK 90 M (97) and a reduction If the operator is unable to perform or defray post-treatment
in market interest rates of 1 percentage point would have decreased of a property, however, the party who acquired the property and
interest expenses by SEK 28 M (31) on an annual basis. Taking into who knew of or should have detected the pollution when the
account Sagax’s derivatives, the average fixed-interest period was 3.0 property was acquired is to assume responsibility. This means
years (2.1) at year end. Accordingly, this entails that Sagax’s profit that under certain circumstances, claims may be directed at
from property management is only impacted to a limited extent in Sagax for land remediation or post-treatment in the event of the
the event of changes in the general interest rate scenario. occurrence or suspicion of contamination of land, catchment area
or ground water for the purpose of returning the property to the
CURRENCY RISK condition required according to the Environmental Code. Such
At year end, Sagax owned 283 (298) properties in Finland, 5 (5) claims could have a negative impact on Sagax. It is therefore cru-
properties in Germany, 61 (50) properties in France and 33 (16) cial that the property owner and the operator cooperate on issues
properties in the Netherlands, which entailed exposure to the concerning the environmental impact of a particular operation.
EUR exchange rate. The properties are financed with equity and Sagax performs regular environmental analyses of the properties
external loans. At 31 December 2018, interest-bearing liabilities that are acquisition candidates.
denominated in EUR corresponded to SEK 10,355 M (5,848). There are currently no material environmental claims
At the same date, the market value of the properties in Finland, directed at any of the Group companies. Nor has Sagax identified
G ermany, France and the Netherlands was SEK 16,708 M any significant environmental risks.
(12,566). Net exposure on 31 December 2018, assets less lia-
bilities in EUR, amounted to SEK 5,514 M (4,910). Currency TAXES AND AMENDED LEGISLATION
translation effects for foreign operations and hedge accounting In a decision of 20 December 2016 pertaining to the 2014 income
are recognised in Other comprehensive income. Other currency year, the Swedish Tax Agency denied the Group company Sagax
translation effects are recognised in profit or loss. Bruket Fastigheter AB deductions for loss carryforwards of SEK
277 M and imposed additional tax of SEK 28 M. In a ruling on
ORGANISATIONAL RISK 27 February 2018, the Administrative Court upheld the Swedish
The company has a relatively small organisation, which creates Tax Agency’s claim in a decision of 7 December 2017 pertaining
a dependency on certain employees. The company’s growth has to the 2015 income year, the Tax Agency also denied the group
helped to alleviate this risk in recent years. Sagax’s future devel- company Firethorne AB deductions for loss carryforwards of
opment is highly dependent on the expertise, experience and SEK 1,166 M. In a ruling on 7 February 2019, the Administra-
commitment of company management and other key individuals. tive Court upheld the Swedish Tax Agency’s decision. Sagax is
Regular career development talks are held with all personnel, as of the opinion that the Tax Agency’s decisions are incorrect and
a means of identifying the need for skills development. The com- the companies concerned have appealed the decision. If the Tax
pany could be negatively impacted should one or more of these Agency’s decisions were to be upheld, Sagax estimates that the
key individuals terminate their employment. Employee turnover negative earnings effect recognised for the Group would be SEK
has been low at Sagax in recent years. The employment contracts 85 M and SEK 156 M, respectively. Sagax has not made any pro-
reached are considered to be on commercially competitive terms visions for these risks.
and Sagax has also established annual incentive plans to attract In its financial statements, Sagax has taken into account
new employees and retain existing ones. deferred tax based on the difference between an asset’s or lia-
bility’s carrying amount and its tax-assessment value, which are
OPERATIONAL RISKS known as temporary differences; refer to Note 14. Sagax has also
Within the framework of its day-to-day current operations, Sagax taken into account deferred tax assets regarding accumulated
could potentially incur losses due to flawed procedures, inade- loss carryforwards in its Group companies. The consequence
quate control or impropriety. The company’s investments abroad is that Sagax’s earnings and equity are exposed to changes in
also entail a risk of misunderstanding due to both linguistic and tax legislation in those countries in which the Group conducts
cultural reasons. Well-adapted administrative systems, effec- operations. Changes in ownership, which entail a change in the
tive internal control, own organisation, skills development and controlling influence over the company, could result in partial or
access to reliable valuation and risk models provide a sound basis entire restrictions on the ability to utilise losses from previous
for reducing the operational risks. Sagax works continuously to years. The possibility to utilise the loss carryforwards may also be
develop the company’s administrative security and controls. As impacted by amendments to legislation.
part of this, the Sagax Board has decided on a number of policies, The company pays property tax for all properties except for
including an anti-corruption policy and codes of conduct and three special-purpose properties in Stockholm, and the major-
established a whistle-blower function. ity of leases include a clause stipulating that this cost will be
defrayed by the tenants.
ENVIRONMENTAL RISKS Sagax’s tax expenses are explained in Note 12.
According to applicable environmental legislation, the operator Other factors that may have negative implications for the
is ultimately responsible for pollution and other environmental company include amendments to legislation or legal practices,
damage. Under the Swedish Environmental Code, Sagax has no including law of tenancy and legislation governing acquisitions
operations requiring any special permits. However, there may be and the environment.
118 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
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FINANCIAL REPORTS
NOTE
31 Operational risks, cont’d.
SENSITIVITY ANALYSIS
Sagax’s exposure to material risks in the company’s operations is presented below.
NOTE
32 Significant events after the close of the fiscal year
On 11 January 2019, Sagax announced in a press release that investment amounted to SEK 255 M. The properties comprise a
based on five separate transactions it had agreed to acquire eight lettable area of 31,000 square metres, primarily comprising ware-
properties in the Netherlands, three properties in Paris and one house and light industry premises. The remaining average lease
property in Stockholm. The total investment amounted to SEK term is 1.9 years and the annual rental value amounts to SEK
200 M. The properties comprise a lettable area of 19,900 square 18 M. The occupancy rate is 91%.
metres, primarily comprising warehouse and light industry prem- On 6 March, Sagax announced in a press release that as part
ises. The remaining average lease term is 8.2 years and the annual of its EMTN programme it had issued an unsecured bond loan of
rental value amounts to SEK 13 M. The occupancy rate is 76%. EUR 300 M in the European capital market. The bond loan has
Occupancy is scheduled to take place during first quarter of 2019. a duration of 6 years and extends to 13 March 2025 with a fixed
On 25 January 2019, Sagax announced in a press release that interest coupon of 2.25%. The bond loan will primarily be used to
based on four separate transactions it had agreed to acquire six refinance existing debt with shorter maturities and for the com-
properties in Paris and one property in Stockholm. The total pany’s operating activities.
NOTE
33 Appropriation of retained earnings
To the shareholders, SEK 2.00 per Class A and Class B common share SEK 316,792,454.00
To the shareholders, SEK 2.00 per Class D common share SEK 203,800,000.00
To holders of preference shares, SEK 2.00 per share SEK 33,568,056.00
To be transferred to the share premium reserve SEK 2,680,426,512.75
To be carried forward SEK 0.00
Total SEK 3,234,587,022.75
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FINANCIAL REPORTS
NOTE
33 Appropriation of retained earnings, cont’d.
STATEMENT OF THE BOARD OF DIRECTORS ON THE instead correspond to a maximum of 39.6% of consolidated profit
PROPOSED DISTRIBUTION OF UNAPPROPRIATED EARNINGS from property management for 2018 and a maximum of 42.5% of
AND AUTHORISATION TO BUY BACK OWN SHARES consolidated cash flow from operating activities before changes in
Pursuant to Chapter 18, Section 4 of the Swedish Companies working capital during 2018. The Board has established that the
Act, the Board of Directors must make a statement in respect of company will have full coverage for its restricted equity after the
the proposed distribution of unappropriated earnings. It is also proposed dividend.
stated in Chapter 19, Section 22 of the Companies Act that the The Board considers that the proposed dividend to the share-
Board must make a statement on the proposal to pass a resolution holders and the proposed authorisation to buy back shares are
concerning the buyback of own shares. defensible based on the criteria contained in the second and third
The Group’s equity has been calculated in compliance paragraphs, Section 3, Chapter 17 of the Swedish Companies Act
with IFRS standards, as adopted by the EU, the interpretations (nature, scope and risks of the business, consolidation require-
of these (IFRIC) and Swedish law through the application of ments, liquidity and other financial circumstances).
Recommendation RFR 1 Supplementary Accounting Rules for In the Board’s opinion, the company’s and the Group’s equity
Corporate Groups of the Swedish Financial Reporting Board. The after the proposed dividend, and after any utilisation of the
Parent Company’s equity has been calculated in accordance with authorisation to buy back shares, will be sufficient in view of the
Swedish law, applying recommendation RFR 2 Accounting for nature and scope of the business and the associated risks. In this
Legal Entities of the Swedish Financial Reporting Board. context, the Board has taken into account such factors as the
The Board of Directors proposes that the AGM resolve to pay company’s and the Group’s historical and budgeted performance,
the shareholders a dividend of SEK 2.00 per Class A and Class B investment plans and the general economic environment.
common share for the 2018 fiscal year. 9 May 2019 is proposed as The proposed dividend constitutes 14.4% of the Parent Com-
the record date for payment of dividends on common shares. The pany’s equity and 3.6% of consolidated equity at 31 December
dividend is expected to be paid by Euroclear on the third working 2018. Should the authorisation to issue preference shares and/
day after the record date. or common shares be fully utilised and the rights issue fully sub-
The Board of Directors proposes that the AGM resolve to pay scribed, as proposed to the 2019 AGM, the proposed dividend
dividend to shareholders of SEK 2.00 per preference share and payment will instead correspond to a maximum of 16.5% of
per Class D common share for the 2018 fiscal year, with quarterly Parent Company equity and a maximum of 4.1% of consolidated
payment of SEK 0.50 per preference share and per Class D com- equity at 31 December 2018. In view of the nature and perfor-
mon share. The Board of Directors proposes Friday 28 June 2019; mance of the business, the company and the Group have a solid
Monday 30 September 2019; Monday 30 December 2019 and equity/assets ratio. Against this background, the Board considers
Tuesday 31 March 2020 as the record dates for the payments of that the company and the Group are in a good position to cope
dividends on preference shares and Class D common shares. The with future business risks and withstand any losses that may be
dividend is expected to be paid by Euroclear on the third work- incurred. Planned investments have been taken into account in
ing day after each record date. The Board of Directors’ proposal the proposed dividend payment and the proposed authorisation
on the payment of dividends to holders of preference shares is in to buy back treasury shares. Nor will the payment of the dividend
accordance with the Articles of Association, which stipulate the and utilisation of the authorisation to buy back treasury shares
terms and conditions for the preference shares and the Class D have any adverse impact on the company’s or the Group’s ability
common shares. to make further commercially motivated investments in accor-
The Board also proposes that the AGM resolve that the new dance with adopted plans.
preference shares and Class D common shares that may be issued The proposed dividend and any utilisation of the authori-
under the authorisation granted according to Items 14 shall pro- sation to buy back shares will not affect the company’s and the
vide entitlement to dividends from the date on which they are Group’s ability to meet its payment obligations in a timely man-
entered into the shareholders' register administered by Euroclear ner. The Board has assessed other known circumstances that may
Sweden AB. If the authorisations is fully utilised, dividends for be significant to the company’s and the Group’s financial position
the forthcoming preference shares and/or common shares will be and that have not been addressed in the above. No circumstance
payable in a maximum amount of SEK 79,766,330.60. was discovered during the assessment that would cast doubt
The proposed dividend payment in 2019 corresponds to on the defensibility of the proposed dividend or the proposed
34.6% of consolidated profit from property management for 2018 authorisation to buy back treasury shares.
and 37.2% of consolidated cash flow from operating activities
before changes in working capital in 2018. If the authorisation to Stockholm, April 2019
issue preference shares and/or common shares is fully utilised, as AB Sagax (publ)
proposed to the 2019 AGM, the proposed dividend payment will Board of Directors
120 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL REPORTS
Magnus Fredmer
Authorised Public Accountant
Ernst & Young AB
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event of discrepancies, the Swedish original will supersede the translation.
AUDITOR'S REPORT
Auditor’s report
To the general meeting of the shareholders of AB Sagax (publ), corporate identity number 556520-0028
REPORT ON THE ANNUAL ACCOUNTS AND Our opinions in this report on the annual accounts and consoli-
CONSOLIDATED ACCOUNTS dated accounts are consistent with the content of the additional
Opinions report that has been submitted to the parent company's audit
We have audited the annual accounts and consolidated accounts committee in accordance with the Audit Regulation (537/2014)
of AB Sagax (publ) except for the corporate governance statement Article 11.
on pages 66-72 for the year 2018. The annual accounts and con-
solidated accounts of the company are included on pages 8-121 in Basis for Opinions
this document. We conducted our audit in accordance with International
In our opinion, the annual accounts have been prepared in Standards on Auditing (ISA) and generally accepted auditing
accordance with the Annual Accounts Act and present fairly, in all standards in Sweden. Our responsibilities under those standards
material respects, the financial position of the parent company as of are further described in the Auditor’s Responsibilities section. We
31 December 2018 and its financial performance and cash flow for are independent of the parent company and the group in accor-
the year then ended in accordance with the Annual Accounts Act. dance with professional ethics for accountants in Sweden and
The consolidated accounts have been prepared in accordance with have otherwise fulfilled our ethical responsibilities in accordance
the Annual Accounts Act and present fairly, in all material respects, with these requirements. This includes that, based on the best of
the financial position of the group as of 31 December 2018 and our knowledge and belief, no prohibited services referred to in the
their financial performance and cash flow for the year then ended Audit Regulation (537/2014) Article 5.1 have been provided to
in accordance with International Financial Reporting Standards the audited company or, where applicable, its parent company or
(IFRS), as adopted by the EU, and the Annual Accounts Act. Our its controlled companies within the EU.
opinions do not cover the corporate governance statement on pages We believe that the audit evidence we have obtained is suffi-
66-72. The statutory administration report is consistent with the cient and appropriate to provide a basis for our opinions.
other parts of the annual accounts and consolidated accounts.
We therefore recommend that the general meeting of share-
holders adopts the income statement and balance sheet for the
parent company and the statement of comprehensive income and
the statement of financial position for the group.
The fair value of the Groups investment properties amounted to SEK 29 024 In our audit we have evaluated the company´s process for property valuation
million on 31 December 2018. As at 31 December 2018, all of the properties by evaluating the valuation methodology, and input data in the externally
in the portfolio have been valued by external valuation experts. The valuations prepared valuations. We have evaluated the skills and objectivity of the exter-
are prepared in accordance with the discounted cash flow model, whereby nal experts. We have made comparisons to known market information. With
the future cash flows are forecast. The required yields for the properties are support from our valuation specialists we have reviewed the valuation model
assessed on each property´s unique risk profile and observable transactions in used. With support from our valuation specialists we have also reviewed the
the market for properties with a similar nature. Based on the high degree of reasonability of the adopted assumptions such as yield requirements, vacancy
assumptions and assessments which are made in connection with the proper- rates, rental income and operating costs. We have reviewed the disclosures
ty valuations, we believe that this area is a particularly important area in our provided in the annual accounts.
audit. A description of the valuation of the property portfolio is stated in the
section on accounting principles and in the section on significant assessments
in note 1 “Accounting principles” and note 13 “Investment properties”.
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AUDITOR'S REPORT
The Group reports SEK 1 599 million in deferred net tax liabilities, whereof In our audit, we have evaluated and reviewed the company´s process for de-
415 million in deferred tax assets and 2 014 million in deferred tax liabilities. ferred taxes. We have read and evaluated the company’s documentation and
position on the cases in question, where the process is proceeding against the
The calculation and reporting of deferred tax related to carried forward losses Swedish Tax Authority regarding the carried forward tax losses and their size.
is complex and contains a high degree of judgment and assumptions, includ- We have obtained the company’s external advisors’ assessment of the cases
ing the existence and valuation of carried forward tax losses. As stated in in question and we have, with the support of our tax specialists, assessed
note 31 in the annual report there is an ongoing process against the Swedish the application against current tax legislation. Vi have assessed the value of
Tax Authority regarding carried forward tax losses of 1 443 million. Based on the deferred tax assets and reviewed the disclosures provided in the annual
the assessments and assumptions made related to the valuation of forward accounts.
tax losses and deferred tax assets, we consider this area as being particularly
important in our audit.
The description of current tax and deferred tax is stated in the annual
accounts in note 1 “Accounting policies”, notes 12 “Tax expense” and 14
“Deferred tax liabilities and tax assets” and not 31 “Operational risks”.
OTHER INFORMATION THAN THE ANNUAL ACCOUNTS AND to continue as a going concern. They disclose, as applicable, mat-
CONSOLIDATED ACCOUNTS ters related to going concern and using the going concern basis
This document also contains other information than the annual of accounting. The going concern basis of accounting is however
accounts and consolidated accounts and is found on pages 1-7 and not applied if the Board of Directors and the Managing Director
126-165. The Board of Directors and the Managing Director are intends to liquidate the company, to cease operations, or has no
responsible for this other information. realistic alternative but to do so.
Our opinion on the annual accounts and consolidated The Audit Committee shall, without prejudice to the Board
accounts does not cover this other information and we do not of Director’s responsibilities and tasks in general, among other
express any form of assurance conclusion regarding this other things oversee the company’s financial reporting process.
information.
In connection with our audit of the annual accounts and Auditor’s responsibility
consolidated accounts, our responsibility is to read the infor- Our objectives are to obtain reasonable assurance about whether
mation identified above and consider whether the information the annual accounts and consolidated accounts as a whole are free
is materially inconsistent with the annual accounts and consoli- from material misstatement, whether due to fraud or error, and
dated accounts. In this procedure we also take into account our to issue an auditor’s report that includes our opinions. Reason-
knowledge otherwise obtained in the audit and assess whether the able assurance is a high level of assurance, but is not a guarantee
information otherwise appears to be materially misstated. that an audit conducted in accordance with ISAs and generally
If we, based on the work performed concerning this informa- accepted auditing standards in Sweden will always detect a mate-
tion, conclude that there is a material misstatement of this other rial misstatement when it exists. Misstatements can arise from
information, we are required to report that fact. We have nothing fraud or error and are considered material if, individually or in
to report in this regard. the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these annual
Responsibilities of the Board of Directors and accounts and consolidated accounts.
the Managing Director As part of an audit in accordance with ISAs, we exercise pro-
The Board of Directors and the Managing Director are responsi- fessional judgment and maintain professional skepticism through-
ble for the preparation of the annual accounts and consolidated out the audit. We also:
accounts and that they give a fair presentation in accordance ■■ I dentify and assess the risks of material misstatement of the
with the Annual Accounts Act and, concerning the consolidated annual accounts and consolidated accounts, whether due to
accounts, in accordance with IFRS as adopted by the EU. The fraud or error, design and perform audit procedures responsive
Board of Directors and the Managing Director are also respon- to those risks, and obtain audit evidence that is sufficient and
sible for such internal control as they determine is necessary appropriate to provide a basis for our opinions. The risk of
to enable the preparation of annual accounts and consolidated not detecting a material misstatement resulting from fraud is
accounts that are free from material misstatement, whether due higher than for one resulting from error, as fraud may involve
to fraud or error. collusion, forgery, intentional omissions, misrepresentations, or
In preparing the annual accounts and consolidated accounts, the override of internal control.
The Board of Directors and the Managing Director are respon- ■■ O btain an understanding of the company’s internal control
sible for the assessment of the company’s and the group’s ability relevant to our audit in order to design audit procedures that
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event of discrepancies, the Swedish original will supersede the translation.
AUDITOR'S REPORT
are appropriate in the circumstances, but not for the purpose ■■ btain sufficient and appropriate audit evidence regarding the
O
of expressing an opinion on the effectiveness of the company’s financial information of the entities or business activities within
internal control. the group to express an opinion on the consolidated accounts.
■■ Evaluate the appropriateness of accounting policies used and the We are responsible for the direction, supervision and perfor-
reasonableness of accounting estimates and related disclosures mance of the group audit. We remain solely responsible for our
made by the Board of Directors and the Managing Director. opinions.
■■ C onclude on the appropriateness of the Board of Directors’ We must inform the Board of Directors of, among other matters,
and the Managing Director’s use of the going concern basis of the planned scope and timing of the audit. We must also inform
accounting in preparing the annual accounts and consolidated of significant audit findings during our audit, including any signifi-
accounts. We also draw a conclusion, based on the audit evidence cant deficiencies in internal control that we identified.
obtained, as to whether any material uncertainty exists related We must also provide the Board of Directors with a statement
to events or conditions that may cast significant doubt on the that we have complied with relevant ethical requirements regard-
company’s and the group’s ability to continue as a going con- ing independence, and to communicate with them all relation-
cern. If we conclude that a material uncertainty exists, we are ships and other matters that may reasonably be thought to bear on
required to draw attention in our auditor’s report to the related our independence, and where applicable, related safeguards.
disclosures in the annual accounts and consolidated accounts or, From the matters communicated with the Board of Directors,
if such disclosures are inadequate, to modify our opinion about we determine those matters that were of most significance in the
the annual accounts and consolidated accounts. Our conclusions audit of the annual accounts and consolidated accounts, including
are based on the audit evidence obtained up to the date of our the most important assessed risks for material misstatement, and
auditor’s report. However, future events or conditions may cause are therefore the key audit matters. We describe these matters in
a company and a group to cease to continue as a going concern. the auditor’s report unless law or regulation precludes disclosure
■■ Evaluate the overall presentation, structure and content of about the matter.
the annual accounts and consolidated accounts, including the
disclosures, and whether the annual accounts and consolidated
accounts represent the underlying transactions and events in a
manner that achieves fair presentation.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS dividend, this includes an assessment of whether the dividend
Opinions is justifiable considering the requirements which the company's
In addition to our audit of the annual accounts and consolidated and the group’s type of operations, size and risks place on the size
accounts, we have also audited the administration of the Board of the parent company's and the group’s equity, consolidation
of Directors and the Managing Director of AB Sagax (publ) for requirements, liquidity and position in general.
the year 2018 and the proposed appropriations of the company’s The Board of Directors is responsible for the company’s orga-
profit or loss. nization and the administration of the company’s affairs. This
We recommend to the general meeting of shareholders that includes among other things continuous assessment of the com-
the profit be appropriated in accordance with the proposal in pany’s and the group’s financial situation and ensuring that the
the statutory administration report and that the members of the company's organization is designed so that the accounting, man-
Board of Directors and the Managing Director be discharged from agement of assets and the company’s financial affairs otherwise
liability for the financial year. are controlled in a reassuring manner. The Managing Director
shall manage the ongoing administration according to the Board
Basis for opinions of Directors’ guidelines and instructions and among other matters
We conducted the audit in accordance with generally accepted take measures that are necessary to fulfill the company’s account-
auditing standards in Sweden. Our responsibilities under those ing in accordance with law and handle the management of assets
standards are further described in the Auditor’s Responsibilities in a reassuring manner.
section. We are independent of the parent company and the group
in accordance with professional ethics for accountants in Sweden Auditor’s responsibility
and have otherwise fulfilled our ethical responsibilities in accor- Our objective concerning the audit of the administration, and
dance with these requirements. thereby our opinion about discharge from liability, is to obtain
We believe that the audit evidence we have obtained is suffi- audit evidence to assess with a reasonable degree of assurance
cient and appropriate to provide a basis for our opinions. whether any member of the Board of Directors or the Managing
Director in any material respect:
Responsibilities of the Board of Directors and ■■ has undertaken any action or been guilty of any omission which
priations of the company’s profit or loss. At the proposal of a Act, the Annual Accounts Act or the Articles of Association.
124 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
AUDITOR'S REPORT
Our objective concerning the audit of the proposed appropri- Our examination of the corporate governance statement is con-
ations of the company’s profit or loss, and thereby our opinion ducted in accordance with FAR´s auditing standard RevU 16 The
about this, is to assess with reasonable degree of assurance auditor´s examination of the corporate governance statement.
whether the proposal is in accordance with the Companies Act. This means that our examination of the corporate governance
Reasonable assurance is a high level of assurance, but is not a statement is different and substantially less in scope than an audit
guarantee that an audit conducted in accordance with generally conducted in accordance with International Standards on Audit-
accepted auditing standards in Sweden will always detect actions ing and generally accepted auditing standards in Sweden. We
or omissions that can give rise to liability to the company, or that believe that the examination has provided us with sufficient basis
the proposed appropriations of the company’s profit or loss are for our opinions.
not in accordance with the Companies Act. A corporate governance statement has been prepared. Disclo-
As part of an audit in accordance with generally accepted sures in accordance with chapter 6 section 6 the second paragraph
auditing standards in Sweden, we exercise professional judgment points 2-6 of the Annual Accounts Act and chapter 7 section 31
and maintain professional skepticism throughout the audit. The the second paragraph the same law are consistent with the other
examination of the administration and the proposed appropri- parts of the annual accounts and consolidated accounts and are in
ations of the company’s profit or loss is based primarily on the accordance with the Annual Accounts Act.
audit of the accounts. Additional audit procedures performed are
based on our professional judgment with starting point in risk and The auditor’s mandate
materiality. This means that we focus the examination on such Ernst & Young AB, Box 7850, 103 99 Stockholm, was elected as
actions, areas and relationships that are material for the opera- auditors by the annual general meeting May 7, 2018 and has been
tions and where deviations and violations would have particular the company´s auditor since May 8, 2008.
importance for the company’s situation. We examine and test
decisions undertaken, support for decisions, actions taken and
other circumstances that are relevant to our opinion concerning
discharge from liability. As a basis for our opinion on the Board
of Directors’ proposed appropriations of the company’s profit or
loss we examined the Board of Directors’ reasoned statement and
a selection of supporting evidence in order to be able to assess
whether the proposal is in accordance with the Companies Act.
Stockholm 12 April, 2019
The auditor’s examination of the corporate Ernst & Young AB
governance statement
The Board of Directors is responsible for that the corporate gover-
nance statement on pages 64-71 has been prepared in accordance Magnus Fredmer
with the Annual Accounts Act. Authorized Public Accountant
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 125
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
Stockholm
*) Held on a leasehold
Acquired in 2018
126 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
STOCKHOLM
ARLANDA
Uppsala AIRPORT
79 32
33
Sigtuna
34
35
Upplands Väsby
78
38
41 80
40 39
37
77
Täby
Sollentuna
36
26
Järfälla 5
58 6 10
29 76 9
30 27 44 61 7
28 69 75 8
4345 62
49
46
59 57
71
BROMMA 73
54
AIRPORT 42
55 51
56 31
Stockholm
Nacka
65
64 70 66
63 47
21
19 24 48 53
20 74 60
50 52
72 67
Huddinge
Tyresö
25 68
2 22
1 17
4
Botkyrka 23
18
3
Haninge 16
11
14 15
12 13
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 127
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
Helsinki
*) Held on a leasehold
Acquired in 2018
128 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
HELSINKI
27 140
29 152
28
HELSINKI
E12
AIRPORT
120 67
40 47 48 61 64 66 56 33 E75
60 34
37 39 44 45 65 62 63 41 32
38 30 31 43
E18 35
55 46 52 Vantaa
50 69 51 36
42 26 68
Ring III 57 16
49 58 59
10 E18
1 54
53 170
24 25 11
21
12 2018 22
13 101
Ring I 17 23
15
5 8 14
4 3
E75
Espoo
19
E12 170
170
6 102 2
E75
9
HELSINKI
7
E12
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 129
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
*) Held on a leasehold
Acquired in 2018
130 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
*) Held on a leasehold
Oulu
Oulu
27
27
Oulu
Oulu
14
14 properties,
properties, no.
no. 46–59
46–59
Muurame
Muurame
33 properties,
properties, no.
no. 30–32
30–32
Jyväskylä
Jyväskylä
25
25 properties,
properties, no.
no. 2–26
2–26
Vasa
Vasa
Tampere
Tampere
11
11 properties,
properties, no.
no. 35–45
35–45
28
28
Turku
Turku
33 properties,
properties, no.
no. 62–64
62–64
Pori
Pori 61
61
60
60
33
33
Tampere
Tampere
11
Lahti
Lahti
34
34
29
29
Turku
Turku
Helsinki
Helsinki
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 131
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
Paris
Acquired in 2018
132 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
PARIS
A1
E15
A15
41 E19
42
13 14
AIRPORT
38
AIRPORT 44
A1
6 E15
12 1
11 10 A3
A14 E15
31 32 35 36
37 A3
E15
Paris 15 16
33
A12
A13 34 A4
E5 E50
E5 5
7 8
39
43
9
21
A86
48
26 AIRPORT
24 25 E54
45 29 30
4 46 27 28
19 A6
E15
17 18
47
40
A10
E5
20
2 3
22 23
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 133
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
Netherlands
1) Two properties
*) Held on a leasehold
Acquired in 2018
134 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
NETHERLANDS
E 22
E 22
E 32
E 22 Zwolle
16 17
15
1 3
Amsterdam 2 v
E 30 14
The Hague Utrecht 31
32 29 30
6
Rotterdam
21 E 25
E 31
8 9
Dordrecht
19 7
Middelburg 5 22 18
20 E 19
10 11
4 12 13
25 26
23 24
27 28
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 135
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
Rest of Sweden
136 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
REST OF SWEDEN
Uppsala
Uppsala
Västerås
Västerås
40 3
Karlstad
Karlstad
40 3
13 Örebro
Örebro Stockholm
13
12 4
Stockholm
12 42 4
42
41
41
Norrköping
Norrköping
22
22 24
23 24
23
15 26
26
15
33
33 Skövde
Skövde
35
35
66 31
36
36 31
88
99 Jönköping
Jönköping 11
Gothenburg
Gothenburg E22
25 29
25 29 E22
E6 22
28 34
28 34
77 37
30 38 37
30 38
39
39
SKÅNE
SKÅNE
Malmö
Malmö
44properties,
properties,no.
no.18–21
18–21
Lund
Lund
E6
22properties,
properties,no.
no.16–17
16–17
Helsingborg
Helsingborg
14
14
11properties,
properties,no.
no.10
10
Helsingborg
Helsingborg E22
Eslöv
Eslöv
11properties,
properties,no.
no.55
Höganäs
Höganäs
11properties,
properties,no.
no.11
11 Malmö
Staffanstorp
Staffanstorp
11properties,
properties,no.
no.27
27
Trelleborg
Trelleborg
11properties,
properties,no.
no.32
32
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 137
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
Rest of Finland
*) Held on a leasehold
138 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
*) Held on a leasehold
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 139
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
140 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
59 107
117
58
113
57
REST OF FINLAND
95
123-124
110
149
22
70
54-55 100
21
45
85-86
48
142 144-145
Vasa 56 106
84
1
75 150 46-47
148
53 103
49
40
105 108-109
Pori
Tampere 24
135-136
111-112
134 Hämeenlinna 146-147
87-88 Lahti
104 19 20 23
Kajaani
Kajaani
33 properties,
properties, no.
no. 50–52
50–52 38-39 96
118-119 41-42101-102
Hyvinkää
Raahe
Raahe Turku
44 properties,
properties, no.
no. 13–16
13–16 143
17 18 Helsinki
76
Kuopio
Kuopio
44 properties,
properties, no.
no. 71–74
71–74
Seinäjoki
Seinäjoki
33 properties,
properties, no.
no. 120–122
120–122
Varkaus
Varkaus
Mänttä-vilppula
Mänttä-vilppula 55 properties,
properties, no.137–141
no.137–141
33 properties,
properties, no.
no. 97–99
97–99
St-Michel
St-Michel
Vasa 33 properties,
properties, no.
no. 114–116
114–116
Lahti
Lahti
77 properties,
properties, no.
no. 77–83
77–83
Hollola
Hollola
Hämeenlinna
Hämeenlinna 33 properties,
properties, no.
no. 25–27
25–27
66 properties,
properties, no.
no. 125–130
125–130
Imatra
Imatra
Pori
Pori 44 properties,
properties, no.
no. 41–44
41–44
88 properties,
properties, no.
no. 2–9
2–9
Pori Kouvola
Kouvola
Tampere 33 properties,
properties, no.
no. 67–69
67–69
Järvenpää
Järvenpää
Hyvinkää Hämeenlinna 33 properties,
properties, no.
no. 131–133
131–133
Hyvinkää
10
10 properties,
properties, no.
no. 28–37
28–37 Kotka
Kotka
Lahti
77 properties,
properties, no.
no. 60–66
60–66
Lohja
Lohja
66 properties,
properties, no.
no. 89–94
89–94
Hyvinkää
Turku Porvoo
Porvoo
33 properties,
properties, no.
no. 10–12
10–12
Helsinki
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event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
Rest of Europe
Acquired in 2018
142 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
PROPERTY PORTFOLIO
REST OF EUROPE
Aalborg
Copenhagen
Berlin
Amsterdam
Dusseldorf
15 Cologne
Frankfurt
Lyon, 6 properties, no. 9-12, 19-20
Prague
Luxembourg
14 16 Nuremberg
17 Stuttgart
Paris 18 8
Hechingen
Munich Vienna
13
Zurich
Geneva-
Lyon
Milan
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event of discrepancies, the Swedish original will supersede the translation.
ARTICLES OF ASSOCIATION
Articles of Association
AB SAGAX (PUBL) 556520-0028
144 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
ARTICLES OF ASSOCIATION
rights to subscribe for warrants as if the issue pertained to the shares ARTICLE 7
that could possibly be newly subscribed for because of the warrant. The company shall have one or two auditors with or without deputy
Likewise, for issues of convertibles in exchange for cash or via offset, auditor(s) or one registered audit firm.
shareholders have preferential right to subscribe for convertibles, as if
the issue pertained to the shares that the convertibles could possibly ARTICLE 8
be exchanged for. Notice of a general meeting of shareholders shall be published in
The above provisions shall not in any way limit the ability to Post- och Inrikes Tidningar as well as on the company’s website. The
make decisions on issues of shares, warrants or convertibles with devi- fact that notice has been published shall be advertised in Svenska
ation from the shareholders' preferential rights. Dagbladet newspaper. In order to participate in a general meeting,
An increase in share capital through a bonus issue may only occur the shareholder must submit registration to the Board of Directors
through the issuance of Class A and Class B common shares. The no later than on the day that is stipulated in the notice of the general
interrelationship between the Class A and Class B common shares meeting. However, that day may not be a Sunday, other public holi-
that are issued through the bonus issue and the previously issued day, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and
Class A and Class B common shares shall be unchanged. The bonus neither may it be a day that is less than five working days prior to the
shares will be distributed among holders of common shares in relation general meeting.
to the number of common shares of the same share type already held.
The foregoing shall not impose any restriction on the possibility of, ARTICLE 9
via a bonus issue or requisite change to the Articles of Association, Decisions on the following matters shall be valid only if they are
issue shares of a new class. supported by at least two-thirds of representatives of preference
shareholders in attendance at a general meeting, unless the Swedish
5.6 Redemption of preference shares Companies Act stipulates a higher majority.
A reduction of share capital, however not below the minimum ■■ D ecisions on amendment of the Articles of Association that impact
amount, may occur subsequent to a general meeting of shareholders' the rights that accompany preference shares in any respect; and
decision via a redemption of preference shares in accordance with the ■■ D ecisions on a new issue of preference shares that in any way
following grounds. e ntitles the holder to better rights to the company's results than
The general meeting of shareholders decides the number of prefer- the preference shares.
ence shares to be redeemed each time. Exactly which preference shares
will be redeemed is determined by lottery at the general meeting. If the ARTICLE 10
decision is supported by all preference shareholders, however, the gen- The calendar year shall be the company’s fiscal year.
eral meeting may decide which preference shares will be redeemed.
Holders of a preference share that has been ordered for redemption Article 11
shall be obliged to accept payment for the share at an amount calculated The AGM shall be held no earlier than the day after the last working
as the sum of SEK 35 plus any Withheld Amount as per item 5.3 (includ- day of the month of March and no later than 15 June. The following
ing, to avoid any confusion, accrued Indexation Amount on the Withheld items of business shall be addressed at the Annual General Meeting:
Amount up to and including the date when payment of the redemption 1. Election of Chairman of the Meeting
amount falls due). This shall occur either three months after the holder 2. Preparation and approval of the voting list
has been notified of the redemption decision, or, in instances where court 3. Approval of the agenda
approval for the decrease is required, three months after the holder has 4. Election of one or two minutes checkers
been notified of the fact that the court's legally binding decision approv- 5. Determination of whether the Meeting has been duly convened
ing the redemption has been registered. From the day when payment of 6. Presentation of the annual report and the auditors’ report and,
the redemption amount falls due, all calculations of interest shall cease when appropriate, the consolidated financial statements and the
thereafter. auditor’s report for the Group
7. Resolutions
5.7 Share conversion clause a.concerning adoption of the Income Statement, the Balance
Class A common shares shall, upon request by the owner of such Sheet and, where applicable, the consolidated Income State-
shares, be converted to Class B common shares. The conversion re- ment and the consolidated Balance Sheet
quest, must be submitted in writing to the Board of Directors and it b. t he disposition of the company’s profit or loss in accordance
must state the number of Class A common shares that are to be con- with the adopted Balance Sheet
verted to Class B common shares and, if the request does not apply to c. d ischarge of the members of the Board and the CEO from
the entire holding, which Class A common shares the conversion per- personal liability for the fiscal year
tains to. The company must immediately notify the Swedish Compa- 8. Determination of the fees to be paid to the Board
nies Registration Office so that the conversion can be registered in the members and auditors
Register of Companies. The conversion is completed once registration 9. Election of Board members and, where applicable, auditors and
has occurred and is recorded in the CSD register. any deputy auditors
Preference shares shall, upon request by the owner of such shares, be 10. O ther business to be addressed by the Meeting in accordance
converted to Class D common shares. Conversion shall only be possible with the Swedish Companies Act or the Articles of Association.
on condition that no increase in the dividend restriction concerning Series
D common shares is in effect. The conversion request must be submitted ARTICLE 12
in writing to the Board of Directors and state the number of preference In the event of a dispute between the company and its Board of Directors,
shares that are to be converted to Class D common shares and, if the a Board member or a shareholder, the dispute shall be settled by an arbi-
request does not apply to the entire holding, the number of preference trator in accordance with the Swedish Arbitration Act.
shares to which the conversion pertains. The company must immediately
notify the Swedish Companies Registration Office so that the conversion ARTICLE 13
can be registered in the Register of Companies. The conversion is com- The Company’s shares shall be recorded in a CSD register pursuant
pleted once registration has occurred and is recorded in the CSD register. to the Central Securities Depositories and Financial Instruments
Accounts Act (1998:1479).
ARTICLE 6
The Board of Directors shall be comprised of at least three (3) and at The Articles of Association were adopted at the Annual General Meeting,
most eight (8) members, not including deputies. 4 May 2017.
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event of discrepancies, the Swedish original will supersede the translation.
NOTICE OF THE ANNUAL GENERAL MEETING
Notice of the
Annual General Meeting of AB Sagax (publ)
Shareholders in AB Sagax (publ), Corporate Registration Number 556520-0028, (“the Company”) are hereby officially convened to the Annual General
Meeting (AGM) which will be held on Monday, 7 May 2019 at 4:00 p.m. at Spårvagnshallarna, Birger Jarlsgatan 57 A, Stockholm, Sweden.
146 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
NOTICE OF THE ANNUAL GENERAL MEETING
tors proposes Friday, 28 June 2019; Monday, 30 September 2019; The CEO or another member of executive management must not
Monday, 30 December 2019 and Tuesday, 31 March 2020 as the be a member of the Nomination Committee. Board members may
record dates for the payments of dividends on preference shares be appointed to the Nomination Committee but are not to con-
and Class D common shares. The dividend is expected to be paid stitute a majority of its members. If more than one Board member
by Euroclear on the third working day after each record date. is appointed to the Nomination Committee, at least one of them
The Board of Directors also proposes that the AGM resolve is required to be dependent in relation to the Company’s major
that the Class D common shares and the new preference shares shareholders.
that may be issued under the authorisation granted according to The Nomination Committee is to elect its chairman from
Item 14 below provide entitlement to dividends from the date on among its own members. The Chairman of the Board or any other
which they are entered into the shareholders’ register adminis- Board member is not to be elected chairman of the Nomination
tered by Euroclear. Committee. The composition of the Nomination Committee is to
be announced no later than six months prior to the 2020 AGM. If
Item 8 a member leaves the Nomination Committee before its work has
The Nomination Committee proposes that the number of Board been completed and if the Nomination Committee considers that
members amount to six for the period until the next AGM. it is necessary to replace this member, the Nomination Committee
is to appoint a new member according to the principles above, but
Item 9 using Euroclear’s transcript of the shareholders’ register as its point
The Nomination Committee proposes that fees be paid in the of departure, as soon as possible after the member has vacated his/
amount of SEK 330,000 to the Chairman of the Board and SEK her position. Changes in the composition of the Nomination Com-
180,000 to each other non-executive Board member elected by mittee must be immediately announced. No fee is to be paid to the
the AGM. The fees also include remuneration for committee members for their work on the Nomination Committee.
work. The Nomination Committee’s proposal concerning the The Nomination Committee is to submit proposals concern-
composition of the Board entails that director fees will total SEK ing the following matters to the 2019 AGM for resolution:
1,050,000. The proposed fees entail an increase of SEK 30,000 a) proposal regarding Chairman of the Meeting
for the Chairman and SEK 15,000 for each of the other Board b) proposal regarding members of the Board of Directors
members elected by the Meeting in relation to the fees resolved c) proposal regarding Chairman of the Board
in 2018. It is proposed that the auditors be remunerated in return d) proposals regarding auditors
for approved invoices. e) proposal regarding director fees, distributed between the
Chairman and other members of the Board of Directors
Item 10 f ) proposal regarding remuneration of the Company’s auditors
The Nomination Committee proposes that the AGM resolve to g) proposal regarding principles for the Nomination Committee
re-elect Board members Johan Cederlund, Filip Engelbert, David ahead of the 2020 AGM.
Mindus, Staffan Salén, Johan Thorell and Ulrika Werdelin. The
Nomination Committee also proposes that Staffan Salén be re- Item 12
elected Chairman of the Board. Should the assignment as Chair- The Board of Directors’ proposes that the AGM adopt guidelines
man of the Board cease prematurely, the Board of Directors is to for remuneration of the Company’s senior executives, essentially
elect a new Chairman from among its own members. as follows:
Details about the proposed members of the Board are avail- Remuneration paid to the CEO is prepared by the Remuner-
able on the Company’s website www.sagax.se. ation Committee and established by the Board at a scheduled
The Nomination Committee proposes, in accordance with Board meeting. The CEO does not participate in this decision.
the Audit Committee’s recommendation, that the AGM resolve The Board assigns the CEO the task of negotiating with other
to re-elect Ernst & Young Aktiebolag as its audit company for senior executives in accordance with the guidelines below. Agree-
the forthcoming one-year period, with Oskar Wall as the ments with other senior executives are reached by the CEO
auditor-in-charge. jointly with the Chairman of the Board.
The Company is to offer commercially competitive remuner-
Item 11 ation levels and terms and conditions of employment in order to
The Nomination Committee proposes that the AGM appoint a retain and, where necessary, recruit senior executives with the nec-
Nomination Committee according to the following principles. essary expertise and experience. Remuneration to the Company’s
The AGM assigns the Chairman of the Board to contact the management is to essentially take the form of cash salary. Remu-
three largest shareholders or groups of shareholders in terms of neration may comprise a combination of fixed and variable salary.
votes (this pertains to both directly registered shareholders and Remuneration is to mainly comprise fixed salary and be considered
nominee-registered shareholders), according to Euroclear’s tran- to correspond to commercially competitive compensation for doing
script of the shareholders’ register at 30 September 2019, who are an adequate job. The variable salary supplement is to pertain to
each to be asked to appoint one representative, plus the Chairman additional compensation for work that has been exceptionally well
of the Board, to constitute the Nomination Committee for the performed, an exceptional workload or another similar circum-
period until a new Nomination Committee has been appointed stance. Unless there are special reasons for not applying this rule,
according to authorisation from the next AGM. In the event that the variable salary supplement is not to exceed 50% of the fixed
one of the three largest shareholders or groups of shareholders does annual salary. In addition, the Board is to annually assess whether
not wish to appoint such a representative, the fourth largest share- or not a share-based or share-price-based incentive plan is to be
holder or group of shareholders is to be asked to do so, and so forth proposed to the AGM. Termination salary must not exceed six
until the Nomination Committee consists of four members. monthly salaries. Severance pay is not to be applied.
The majority of the members of the Nomination Committee The Board of Directors is entitled to deviate from the afore-
are to be independent in relation to the Company and executive mentioned guidelines if the Board finds specific reasons to moti-
management. At least one of the Nomination Committee’s mem- vate this in isolated cases. If the Board of Directors deviates from
bers must be independent in relation to the Company’s largest the remuneration guidelines for senior executives, a report on this
shareholder, or the group of shareholders, in terms of votes, that must be made to the immediately following AGM.
works together in respect of the administration of the Company.
AB SAGA X AN N UAL REPORT 2018 This document is an in-house translation of the Swedish Annual Report. In the 147
event of discrepancies, the Swedish original will supersede the translation.
NOTICE OF THE ANNUAL GENERAL MEETING
148 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
NOTICE OF THE ANNUAL GENERAL MEETING
other manner that complies with terms and conditions, is to be The bonus issue will reduce the price of the Class A and Class B
possible. The reason for the authorisation and for possibly dis common shares and increase the number of outstanding Class A
applying the shareholders’ preferential rights is to make it possible and Class B common shares, which is expected to improve liquid-
to issue shares for the financing of acquisitions of properties or ity. The record date is to be five (5) bank days after the day on
property companies, or parts of properties or property companies. which the Swedish Companies Registration Office registered the
bonus issue. The new Class A and Class B common shares provide
Item 15 entitlement to dividends for the first time on the record date for
The Board proposes that the AGM resolve to authorise the Board, dividends that falls immediately after the new share issue has
on one or more occasions prior to the next AGM, to make decisions been registered with the Swedish Companies Registration Office
to acquire a total of as many Class A common shares, Class B com- and the common shares have been entered in the shareholders’
mon shares, preference shares, Class D common shares, warrants register at Euroclear Sweden AB. The new Class A common
and/or convertibles as necessary so that the Company’s holdings at shares are to be encompassed by the share conversion clause stip-
any time do not exceed one tenth of the total number of shares in ulated in the company’s Articles of Association.
the Company. Acquisitions of treasury shares are to take place on It is noted that after the increase in share capital described
Nasdaq Stockholm and may only take place at a price within the above, the company’s share capital will amount to a maximum
price span applicable at any time, meaning the span between the of SEK 765,583,843.50 distributed between a maximum of
highest bid and lowest offer price, or on the basis of an acquisition 437,476,482 shares, of which a maximum of 26,833,644 Class
offering directed to all shareholders, whereby the acquisition is A common shares, a maximum of 291,958,810 Class B common
to take place at a price that on the decision date corresponds to a shares, 101,900,000 Class D common shares Class D common
minimum of the applicable share price and a maximum of 150% shares and 16,784,028 preference shares. All of the shares have a
of the applicable share price. Acquisition of treasury warrants and/ quotient value of SEK 1.75 per share.
or convertibles is to take place at a price that on the decision date The CEO, or the person appointed by the Board of Directors,
corresponds to a maximum of the market value. shall be entitled to undertake the minor adjustments that may be
The Board also proposes that the AGM resolve to authorise necessary in connection with registration of the decision with the
the Board, on one or more occasions prior to the next AGM, to Swedish Companies Registration Office or Euroclear Sweden AB.
make decisions to sell, with or without disapplying the sharehold-
ers’ preferential rights, all or portions of the Company’s holding MAJORITY REQUIREMENTS
of Class A treasury common shares, Class B common shares, For a valid resolution pursuant to the Board of Directors’ proposals
preference shares, Class D common shares and/or warrants as under Item 13, the resolution must have the support of not less
payment for acquisitions of properties or property companies, or than nine-tenths of both the votes cast and the number of shares
parts of properties or property companies, at a price correspond- represented at the Meeting. For valid resolutions pursuant to the
ing to the share price or, regarding warrants, the market value on Board of Directors’ proposals under Items 14 and 15 above, the res-
the date of sale. Transfer of all or portions of the Company’s hold- olutions must have the support of not less than two-thirds of both
ings of Class A treasury common shares, Class B common shares, the votes cast and the number of shares represented at the Meeting.
preference shares and/or Class D common shares may also occur,
on one or more occasions prior to the next AGM, to finance such INFORMATION ABOUT THE AGM
acquisitions, for which shares are to be sold on Nasdaq Stockholm The Board of Directors and the CEO must, if a shareholder so
at a price that is within the price span applicable at any time. requests and the Board of Directors considers it possible without
The main reason for the authorisation is to provide the Com- this resulting in material damage to the Company, provide infor-
pany with flexibility in connection with the financing of acquisi- mation concerning conditions that could influence the assessment
tions of properties or property companies, or parts of properties of an item on the agenda, conditions that could influence assess-
or property companies, while increasing the Board of Directors’ ments of the financial condition of the Company or subsidiaries
latitude in its efforts to optimise the Company’s capital structure. and the Company’s relationship to other Group companies.
Anyone who wants to submit questions in advance may do so to
Item 16 AB Sagax, attention: Coco Thorin, Engelbrektsplan 1, SE-114 34
The Board proposes that the AGM resolve that share capital be Stockholm or by e-mailing: arsstamma@sagax.se.
increased on the basis of a bonus issue as follows.
The Company’s share capital is to be increased by a max- OTHER
imum of SEK 278,943,397.25 on the basis of a bonus issue by The Annual Report and the Auditor’s Report, the Board’s com-
issuing a maximum of 13,416,822 new Class A common shares plete proposals for resolution according to the above, together
and 145,979,405 new Class B common shares. The amount with documents according to Chapter 18, Section 4 and Chapter
that the share capital is to be increased by is obtained by SEK 19, Section 22 of the Swedish Companies Act, as well as the
278,943,397.25 being transferred from unrestricted equity ac- Board of Directors’ evaluation of the Company’s guidelines for
cording to the most recently adopted balance sheet. The holder of remuneration of senior executives and the auditor’s opinion re-
one (1) existing Class A common share is entitled to receive one garding the application of the guidelines for remuneration of se-
(1) new Class A common share. The holder of one (1) existing nior executives are available at the Company’s office, at the above
Class B common share is entitled to receive one (1) new Class address, and on the Company’s website www.sagax.se no later
B common share. According to the provisions of the Articles of than as of Tuesday, 16 April 2019. Copies of said documentation
Association, holdings of Class D common shares and/or holdings will also be sent to shareholders who have requested such doc-
of preference shares do not provide entitlement to new Class A umentation and provided their postal address. The Nomination
common shares or to new Class B common shares. The purpose Committee’s reasoned statement concerning the proposed Board
of the bonus issue is to improve liquidity in Sagax’s existing Class of Directors, as well as a form for notifying power of attorney, are
A and Class B common shares since the relatively high share also available on the Company’s website.
prices are deemed to be a disadvantage for trading. To safeguard
the interests of current and potential new shareholders, Sagax Stockholm, April 2019
wishes to create the conditions for more appropriate trading by AB Sagax (publ)
carrying out a bonus issue of Class A and Class B common shares. Board of Directors
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event of discrepancies, the Swedish original will supersede the translation.
DEFINITIONER
Definitions
Sagax applies the European Securities and Market Authority’s (ESMA) Guidelines on the Alternative Performance Measures. Alterna-
tive performance measures refer to financial measures of historical or future earnings trends, financial position, financial results or cash
flows that are not defined or stated in the applicable rules for financial reporting, which in Sagax’s case is IFRS. The basis of the alter-
native performance measures provided is that they are used by company management to assess the financial performance and thus are
considered to provide valuable information to shareholders and other stakeholders.
The table below presents definitions of AB Sagax’s key performance indicators. The calculation of alternative performance measures is
described separately below.
Return on total capital Profit for the period after net financial items after reversal of financial expenses as This key performance indicator shows the ability to
a percentage of average total assets for the period. generate earnings on the Group’s assets, excluding
financing costs.
Occupancy rate by area Contracted area directly after the end of the period as a percentage of total This key performance indicator shows the occupancy
lettable area directly after the end of the period. situation.
Debt ratio Interest-bearing liabilities at the end of the period as a percentage of total assets This key performance indicator shows financial risk.
at the end of the period.
Yield Net operating income for the period (including property administration) adjusted The key performance indicator shows the earnings gen-
for the holding periods of the properties during the period as a percentage of the eration of the operations before financial expenses and
carrying amounts of the properties at the end of the period. central administration costs are taken into account.
EBITDA Net operating income less central administration costs plus dividends received Sagax uses EBITDA so that the EBITDA/Net debt key
from joint ventures and associated companies. performance indicator can show the company’s ability to
pay off its debts.
Equity per Class A and B share Equity at the end of the period in relation to the number of Class A and B shares The key performance indicator shows the owner’s share
at the end of the period after taking into account equity attributable to Class D of equity.
shares and preference shares.
Equity per Class D share Equity at the end of the period in relation to the number of common shares at the The key performance indicator shows the owner’s share
end of the period after taking into account equity attributable to preference shares. of equity.
Equity is restricted to SEK 35.00 per Class D share.
Equity per preference share Equity per preference share corresponds to the preferential right of the preference The key performance indicator shows the owner’s share
share on liquidation of the company (SEK 30 per preference share) and the share’s of equity.
accumulated preferential right to dividends (SEK 2 per year).
Economic occupancy rate Contractual annual rent directly after the end of the period as a percentage of This key performance indicator shows the effectiveness
rental value directly after the end of the period. of the company’s lease activities.
EURIBOR EURIBOR, or the Euro Interbank Offered Rate, is a daily reference rate based on the Not an alternative performance measure.
average of the interest rates at which euro interbank term deposits are being offered
by one prime bank to another within the EMU zone.
EPRA NAV Recognised equity according to the balance sheet with reversal of reserves for An established indicator of the Group’s net asset value
fixed-income derivatives, deferred tax on temporary differences on property val- that facilitates analyses and comparisons.
ues and deferred tax on reserves for fixed-income derivatives. EPRA NAV is a key
performance indicator defined by the European Public Real Estate Association.
Property Pertains to properties held under title or site leasehold. Not an alternative performance measure.
Financial derivatives Agreements on lending rates that may include the factors of time, inflation and/or Not an alternative performance measure.
maximum interest rates. Usually signed to hedge interest rates for interest-bearing
loans.
Profit from property Profit excluding changes in value and tax. An indicator of the earnings generation in the opera-
management tions, excluding changes in value.
Profit from property manage- Profit from property management for the period reduced by dividends on Class An indicator of the earnings generation of the assets,
ment per Class A and B share D shares and preference shares, divided by the average number of Class A and B excluding the changes in value accruing to holders of
after dilution shares after dilution. Class A and B shares.
Lease term Remaining term of a lease. The key performance indicator shows the risk of future
vacancies.
Rental value The contractual annual rent applicable directly after the end of the period, with The key performance indicator shows the Group’s
supplements for estimated market rents for vacant premises. income potential.
IFRS International Financial Reporting Standards. International Financial Reporting Not an alternative performance measure.
Standards (IFRS), to be applied for consolidated financial statements by listed
companies within the EU.
Joint venture Partnership form whereby several owners have a shared controlling influence. Not an alternative performance measure.
150 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
DEFINITIONER
Net debt Interest-bearing liabilities less interest-bearing assets, cash and cash equivalents, The key performance indicator shows the Group’s
and listed shares. indebtedness.
Net debt/total assets Interest-bearing liabilities less interest-bearing assets, cash and cash equivalents, This key performance indicator shows financial risk.
and listed shares as a percentage of total assets.
Preference equity Equity per preference share multiplied by the number of preference shares The key performance indicator shows equity attributable
outstanding. to preference shareholders.
Earnings per Class A and B Profit in relation to the average number of Class A and B shares after taking into Not an alternative performance measure.
share account the portion of profit for the period represented by dividends on Class D
shares and preference shares.
Earnings per Class D share Class D shares are entitled to five times the dividend on Class A and B shares, The key performance indicator shows the shareholders’
although not more than SEK 2.00 per share. share of profit.
Earnings per preference share Each preference share entails a preferential right to SEK 2.00 in annual dividends. The key performance indicator shows the preference
shareholders’ share of profit.
Interest-rate swaps An agreement between two parties to swap interest rate conditions on loans in Not an alternative performance measure.
the same currency. The swap entails that one party exchanges its floating interest
rate for a fixed rate, while the other party receives a fixed rate in exchange for a
floating rate. The purpose of an interest-rate swap is to reduce interest-rate risk.
Interest coverage ratio Profit from property management with reversal of financial expenses as a The key performance indicator shows the company’s
percentage of financial expenses. ability to pay interest.
Equity/assets ratio Equity in relation to total assets. This key performance indicator shows financial risk.
STIBOR STIBOR, or Stockholm Interbank Offered Rate, a daily reference rate based on Not an alternative performance measure.
the average of the interest rates at which banks offer to lend unsecured funds to
other banks in SEK in the Swedish wholesale money market.
Secured liabilities/total assets Liabilities secured with pledged assets as a percentage of total assets. This key performance indicator shows financial risk for
bond holders.
Total return on shares Total of the change in the share price during the period and the dividend paid The key performance indicator shows shareholders’ total
during the period as a percentage of the share price at the end of the preceding return on their shareholdings in the company.
year.
Total yield on property Total of net operating income and property revaluations during the period as a The key performance indicator shows earnings genera-
percentage of the average property value adjusted for revaluations for the period. tion and value growth for the properties for a period.
Triple net lease A type of lease whereby the tenant pays, in addition to the rent, all costs incurred Not an alternative performance measure.
on the property that would normally have been paid by the property owner.
These include operating expenses, maintenance, property tax, site leasehold fees,
insurance, property care-taking, etc.
Dilution Dilution due to outstanding warrants has been calculated, in line with IAS 33, as Not an alternative performance measure.
the number of Class A and B shares to be issued to cover the difference between
the strike price and share price for all potential Class A and B shares (warrants)
outstanding, insofar as it is probable that they will be utilised.
Surplus ratio Net operating income for the period as a percentage of rental revenue for the period. The key performance indicator shows the profitability of
the properties before financial expenses.
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event of discrepancies, the Swedish original will supersede the translation.
DEFINITIONS
Preference equity
EPRA NAV
Equity per preference share, SEK 32 32
Equity 15,416 11,356
Number of preference shares outstanding 16,784,028 16,784,028
Equity attributable to preference and Class D
shares –4,104 –2,762 Preference equity 537 537
Reversal of derivatives 117 422
Earnings per Class A and B share
Reversal of deferred tax, other temporary
differences 1,967 1,472 Profit after tax 3,166 2,965
Reversals due to joint ventures 627 610 Dividends attributable to preference and Class
D shares –237 –161
EPRA NAV 14,023 11,098
Corrected profit after tax 2,929 2,804
EPRA NAV per Class A and B share after dilution,
SEK 88.45 70.07 Earnings per Class A and B share, SEK 18.47 17.69
Profit after tax 3,166 2,965 Profit from property management 1,603 1,334
Tax 605 596 Financial expenses 481 444
Changes in value –2,168 –2,227 Corrected profit from property management 2,084 1,778
Profit from property management 1,603 1,334 Interest coverage ratio 4.3 x 4.0 x
152 This document is an in-house translation of the Swedish Annual Report. In the AB SAGA X AN N UAL REPORT 2018
event of discrepancies, the Swedish original will supersede the translation.
PRESS RELEASES AND CALENDAR
Press releases
5 Apr 2019 Notice of the Annual General Meeting of AB Sagax (publ) 29 Jun 2018 Revised number of shares and voting rights
6 Mar 2019 Sagax issues bond loan in the European capital market 14 Jun 2018 Sagax conducts private placement of Class D common shares
totalling SEK 302 M
7 Feb 2019 Year-end report 2018
13 Jun 2018 Sagax examines conditions to conduct private placement of
25 Jan 2019 Sagax invests SEK 255 M Class D common shares
17 Jan 2019 Sagax joint venture Söderport conducts divestment 1 Jun 2018 Sagax’s rights issue of Class D common shares of SEK 656 M
oversubscribed
11 Jan 2019 Sagax invests SEK 200 M 30 May 2018 Sagax invests SEK 400 M in Stockholm
18 Dec 2018 Sagax acquires properties in France and Finland for SEK 176 M 21 May 2018 Sagax acquires property in Helsinki for SEK 116 M
30 Nov 2018 Revised number of shares and voting rights 17 May 2018 Sagax acquires property in Paris for SEK 101 M
22 Nov 2018 Sagax invests SEK 261 M 14 May 2018 Sagax publishes prospectus for the rights issue of Class D
31 Oct 2018 Sagax invests SEK 396 M and conducts private placement of common shares
Class D common shares in an amount of SEK 165 M 7 May 2018 Annual General Meeting of AB Sagax
30 Oct 2018 Sagax calls for redemption of SEK 550 M bond loan 7 May 2018 Interim report January-March 2018
25 Oct 2018 Sagax’s Nomination Committee appointed 4 May 2018 Sagax acquires properties in the Netherlands and Finland for
25 Oct 2018 Interim Report January-September 2018 SEK 131 M
16 Apr 2018 Annual Report 2017
10 Oct 2018 Sagax invests SEK 195 M
5 Apr 2018 Notice of the Annual General Meeting of AB Sagax (publ)
18 Sep 2018 Sagax receives Baa3 rating from Moody’s
5 Apr 2018 Sagax – rights issue of Class D common shares of SEK 656 M
13 Sep 2018 Sagax calls for redemption of EUR 60 M bond loan
21 Feb 2018 Sagax acquires properties in the Netherlands for SEK 214 M
10 Sep 2018 Sagax issues its first bond loan in the European capital market
8 Feb 2018 Year-end report 2017
30 Aug 2018 Sagax signs agreement to acquire properties in the Netherlands
for SEK 191 M 1 Feb 2018 Sagax acquires properties in Helsinki for SEK 92 M
29 Aug 2018 Sagax evaluates conditions to perform a bond issue following 31 Jan 2018 Sagax acquires properties for SEK 150 M
investment grade rating from Moody’s
13 Jul 2018 Interim report January-June 2018 15 Jan 2018 Sagax recruits a new CFO
5 Jul 2018 Sagax acquires properties in Finland and France for SEK 377 M 5 Jan 2018 Sagax publishes bond prospectus
Calendar
Interim report January-March 2019 7 May 2019
Annual General Meeting 2019 7 May 2019
Interim report January-June 2019 12 July 2019
Interim Report January-September 2019 24 October 2019
September 2019
March 2020
■■ F inal day for trading including dividend rights 26 September 2019
■■ F inal day for trading including dividend rights 27 March 2020
■■ F irst day for trading excluding dividend rights 27 September 2019
■■ F irst day for trading excluding dividend rights 30 March 2020
■■ Record date for dividend payment 30 September 2019
■■ Record date for dividend payment 31 March 2020
■■ Expected payment date by Euroclear1) 3 October 2019
■■ Expected payment date by Euroclear 1)
3 April 2020
1) Payment is made on the third bank day following the record date for Swedish issuers.
Sagax is unable to influence this date.
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event of discrepancies, the Swedish original will supersede the translation.
Sustainability Report
2018
The Sustainability Report encompasses the AB Sagax and subsid- Overall, the company’s strategies are designed to ensure that
iaries. Joint ventures and associated companies are not included Sagax’s operations generate a long-term sustainable return and
in the Sustainability Report. Sustainability risks are described in strong cash flows. Regarding information to understand the
the sections where material risks have been identified, see pages company’s performance, position and earnings, refer to the 2018
50-53 and 116-119. Annual Report which includes a separate section describing the
Sagax follows the Swedish Companies Act’s main rule as re- company’s risks and risk management.
gards purpose and has therefore not stipulated any other purpose Sagax’s work with sustainability issues is a natural part of the
in the Articles of Association than to produce a profit for distri- company’s business model and helps to achieve the company’s
bution to shareholders, see Chapter 3, Section 3, of the Swedish goals. In 2018, Sagax has:
Companies Act. ■■ identified the properties where it is most suitable to initiate
In accordance with Chapter 6, Section 11 of the Swedish active work to reduce energy consumption,
Annual Accounts Act, Sagax has decided to prepare a statutory ■■ a nalysed the heating systems used in each property with the
Sustainability Report as a separate report to its Annual Report. aim of improving opportunities for efficient and green heating,
Page references in the range of page 1 to page 153 refers to Sagax ■■ identified 47 different properties with the potential to install
Annual Report 2018. The Board of Directors is ultimately solar collectors on the roof and begun the process to implement
responsible for Sagax’s sustainability work. these plans through dialogue with relevant county administra-
With the aim of improving the quality of Sagax’s sustainabil- tive boards and the Swedish Energy Agency,
ity reporting in terms of comparability, accuracy, immediacy and ■■ m inimised its environmental impact by purchasing 9,300 MW
clarity, Sagax has chosen to use the guidelines provided by the of electricity that is guaranteed from hydro power,
Global Reporting Initiative (GRI) for inspiration. The GRI con- ■■ continued the conversion process of heating systems that use
tent index is presented on pages 156-157. fossil fuel sources to district heating and heat pumps,
Sagax’s sustainability work, including the Sagax sustainability ■■ i nitiated a pilot project for charging points for electric cars,
policy, is based, for example, on the Global Compact’s ten princi- ■■ centralised the control of any soil contamination in properties
ples. Of the goals pursuant to the 2030 Agenda, Sagax’s sustainabil- by using the county administrative boards’ MIFO register, and
ity work aims to primarily fulfil the goals related to Good Health ■■ agreed with all main suppliers on a Code of Conduct to ensure
and Well-Being (Goal 3), Gender Equality (Goal 5), Affordable that working conditions at the companies that deliver products
and Clean Energy (Goal 7), Decent Work and Economic Growth and services to Sagax fulfil Sagax’s requirements in terms of
(Goal 8) and Sustainable Cities and Communities (Goal 11). health and safety and ethical standards as well as that the assign-
ment is conducted in an environmentally responsible manner.
Sagax’s sustainability work is a natural
part of the operations Sagax’s stakeholder analysis
Sagax’s overriding objective is the long-term generation of the Sagax’s operations affect and are affected by various groups of
maximum possible risk-adjusted return to the company’s own- stakeholders. Accordingly, the stakeholder perspective is also
ers. To achieve this goal the company operations are consistently incorporated into Sagax’s sustainability efforts. An internal stake-
conducted with a long-term perspective. holder analysis was conducted in 2018 to identify Sagax’s most
Sagax’s long-term approach is illustrated by the inclusion in important stakeholders. Subsequently, the sustainability areas
its management strategy to endeavour to sign long leases and to that are most significant for Sagax to focus on were evaluated.
limit the number of property transactions in the company’s oper- The areas deemed to be most relevant from the perspective of
ations. The company’s policy is to abstain from maximising rent both stakeholders and Sagax – compliance with laws and provi-
levels at all points of time in favour of signing leases of a longer sions including rules and regulations for proper market communi-
duration with solvent tenants. This reduces the risk of vacancies, cation and anti-corruption, customer satisfaction, energy use and
while leading to lower costs for letting premises and adapting climate impact and employment terms and conditions – are pri-
premises to tenant needs. oritised in sustainability activities. Identifying and analysing the
The company is dependent on highly skilled and professional expectations of stakeholders on Sagax’s operations offers better
employees. For this reason, it is important that the company is an preconditions to achieve our overriding objectives. This is why we
attractive employer that can attract and has the ability to retain also conduct regular dialogue with the most important stakehold-
highly skilled personnel in the long term. ers in the following ways:
154 This document is an in-house translation of the Swedish Annual Report. In the
event of discrepancies, the Swedish original will supersede the translation.
Owners/investors Tenants
■■ B oard meetings, of which one meeting each year is a strategy ■■ Customer meetings
meeting ■■ Regular dialogue about property management with each
■■ M eetings with owner representatives for special discussions company maintaining the properties
about corporate governance ■■ D ialogue between tenants and a contact person
■■ Workshops Suppliers
■■ Business planning ■■ D uring procurement, following-up framework agreements and
■■ Annual conference for all employees purchase orders
■■ Regular reviews with all employees about the company’s ■■ During supplier meetings
policies
Partners
Lenders ■■ Attendance and involvement in meetings with interest and
■■ I ndividual meetings with banks and representatives from the trade organisations
capital markets ■■ Network meetings
■■ Capital market presentations Other than internal assessments of our sustainability work and
approach, we follow our results in reports from external
organisations, analysts, investors and so forth.
A more detailed description of each sustainability area,
boundaries and approach is presented in the relevant section of
Sagax’s sustainability report for each respective aspect.
The 2030 Agenda and the Sustainable Development Goals are an agenda for sustainable development agreed on by the world’s
countries. All players in society have a responsibility to ensure the goals are achieved by 2030. In Sagax’s operations, goals 3, 5,
7-8 and 11 are particularly important.
This document is an in-house translation of the Swedish Annual Report. In the 155
event of discrepancies, the Swedish original will supersede the translation.
GRI CONTENT INDEX
ORGANISATION
102-1 Name of the organisation Page 88
102-2 Activities, brands, products Page 1-37
and services
102-3 Location of headquarters Page 60
102-4 Location of operations Page 60
102-5 Ownership and legal form Pages 55-57 and 60
102-6 Markets served Page 18 and 60
102-7 Scale of the organisation Pages 60-61 and
78-82
102-8 Information on employees and other workers Pages 60, 96-97 and
162
102-9 Supply chain Page 163
102-10 Significant changes to the organization and its supply chain No significant change have taken place in
the organisation or supply chain during the
accounting period.
102-11 Precautionary Principle or approach The precautionary approach is fundamental in
Sagax’s sustainability work and is included in
Sagax’s Sustainability Policy and Supplier Code
of Conduct.
102-12 External initiatives Pages 60-61 and 66-70 In its sustainability work, Sagax also uses the
principles of the UN Global Compact initiative.
102-13 Membership of associations Sagax is not a member of any organisations.
STRATEGY
102-14 Statement from senior decision-maker Page 4
GOVERNANCE
102-18 Governance structure Pages 60-61 and 66-72
STAKEHOLDER ENGAGEMENT
102-40 List of stakeholder groups Page 154-155
102-41 Collective bargaining agreements No employees are covered by collective
agreements.
102-42 Identifying and selecting stakeholders Pages 54-56 and 154
102-43 Approach to stakeholder engagement Page 156
102-44 Key topics and concerns raised Page 156
REPORTING PRACTICE
102-45 Entities included in the consolidated financial statements Pages 45-47 and 60
102-46 Defining report content and topic Boundaries Page 89
102-47 List of material topics Page 89
102-48 Restatements of information The report for 2018 is the company’s first
GRI-inspired report.
102-49 Changes in reporting The report for 2018 is the company’s first
GRI-inspired report.
102-50 Reporting period Page 88 The same as for Sagax’s Annual Report.
102-51 Date of most recent report The sustainability section of the 2017 Annual
Report, though not GRI-inspired.
102-52 Reporting cycle Annually in conjunction with the annual report.
102-53 Contact point for questions regarding the report CEO
102-54 Claims of reporting in accordance with the GRI Standards Page 154
102-55 GRI content index Page 156-157
102-56 External assurance Page 165
156 This document is an in-house translation of the Swedish Annual Report. In the
event of discrepancies, the Swedish original will supersede the translation.
GRI Standard number Reference Comment
FINANCIAL ACCOUNTABILITY
GRI 103 Management approach
GRI 201 Economic Performance
103-1 Explanation of the material topic and its Boundary Pages 8-9 and 158
103-2 The management approach and its components Pages 8-9 and 158
103-3 Evaluation of the management approach Pages 8-9 and 158
201-1 Direct economic value generated and distributed Pages 8-9 and 158
ENVRIONMENTAL RESPONSIBILITY
GRI 103 Management approach
GRI 302 Energy
103-1 Explanation of the material topic and its Boundary Page 70 See also Sagax’s Sustainability Policy.
103-2 The management approach and its components Page 70
103-3 Evaluation of the management approach Page 70
302-1 Energy consumption within the organization Pages 70 and 159-161
– Energy savings Pages 70 and 159-161
– Use of land Pages 70 and 159-161
– Land surveys Pages 70 and 159-161
SOCIAL RESPONSIBILITY
GRI 103 Management approach
GRI 401 Employment
103-1 Explanation of the material topic and its Boundary Page 161
103-2 The management approach and its components Page 161
103-3 Evaluation of the management approach Page 161
401-1 New employee hires and employee turnover Page 161
401-2 Benefits provided to full-time employees that are not provided to temporary Page 97 and 162
or part-time employees
401-3 Parental leave Page 162
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event of discrepancies, the Swedish original will supersede the translation.
FINANCIAL ACCOUNTABILITY period is to be not less than 15% and profit from property man-
Business model agement per Class A and B share should increase by a minimum
Sagax is a listed property company whose business concept is to of 15% per year.
invest in commercial properties, primarily in the warehouse and The Board has overall responsibility for guiding operations to-
light industry segment. wards the financial targets allowed by the scope of the company’s
Sagax’s business model is characterised in all areas by a long- policies. The outcome is followed up every quarter in conjunction
term approach. Short-term gains are subordinate to the compa- with interim reports.
ny’s long-term value creation. Accordingly, sustainability work is Detailed information about Sagax’s financial position is avail-
integrated into the business model. able in the company’s financial statements on pages 78-121. The
Properties designed as warehouses and for light industries economic value generated amounted to SEK 4.8 billion in 2018
are attractive investment opportunities, since they generate a and mainly comprise rental revenue, profit from joint ventures
high yield combined with a low rate of new production and sta- and changes in the value of properties. The remaining value
ble occupancy rates. Sagax invests in add-on acquisitions and in amounted to SEK 2.6 billion. Value distributed to owners per-
existing properties. Property acquisitions and investments in the tains to the dividend paid to shareholders.
existing portfolio aim to increase cash flow and diversify rental
revenue, thereby reducing the company’s operational and financial
Economic value generated SEK M %
risks. Rental and other revenue 2,312 48%
Sagax’s financial structure is designed with a clear focus on Joint ventures, profit from property management 312 7%
operating cash flow and interest coverage ratio. This is expected Changes in value 2,167 45%
to create both excellent prerequisites for expansion and an attrac- Total 4,791 100%
tive return on equity.
Economic value distributed
Sagax pursues efficiency and sustainability in its management Operating expenses 360 8%
strategy. The management strategy includes working actively Employees 87 2%
to achieve long leases. The company’s policy is to abstain from Tax 698 15%
maximising rent levels at all points of time in favour of signing Creditors 481 10%
leases of a longer duration with solvent tenants. This is regarded Owners (proposed dividend) 554 12%
as being advantageous since it reduces the risk of vacancies, while Economic value retained 2,609 54%
leading to lower costs for letting premises and adapting premises
to tenant needs. Number of confirmed cases of corruption and action taken
Sagax endeavours to attract reputable and creditworthy ten- A high level of sound business ethics is fundamental to Sagax’s
ants. The company primarily signs leases that exclude the cost long-term maximisation of value. The company has an obligation
of heating and hot water under which the tenant pays property to act in compliance with respect to applicable law and regula-
expenses that would otherwise have been paid by the property tions in the company’s various markets. The company’s aim is to
owner. be transparent and credible.
Sagax invests primarily in regions experiencing stable popu- The anti-corruption policy has been adopted by the Sagax
lation growth and that have diversified business activities. Sagax’s Board and encompasses all employees. The company must never
greatest exposure to the rental market occurs in Stockholm and be involved in or permit corruption. The company does not accept
Helsinki, which are the markets in the Nordic region regarded as that employees allow themselves to be bribed or receive gifts that
offering the best potential for long-term growth. The risk of a de- can be equated with bribes. The limit for receiving and giving
cline in the occupancy rate and rent levels due to a weaker rental gifts follow the Swedish Tax Agency’s guidelines on gifts. The
market is regarded as low due to the stable population growth and anti-corruption policy is communicated to the organisation at the
the diversified business operations in these regions. annual employee conference and is always available to staff.
The company does not conduct any operations in countries
Direct value generated and distributed with extensive corruption problems. Corruption has not histori-
The financial results are crucial for the company’s existence. cally been a problem in operations.
Long-term value creation is key to the company’s strategy. Finan- Management is not aware of any incidents of corruption in
cial targets include that Sagax’s return on equity over a five-year 2018.
158 This document is an in-house translation of the Swedish Annual Report. In the
event of discrepancies, the Swedish original will supersede the translation.
ENVIRONMENTAL RESPONSIBILITY In 2018, work mainly focused on the Swedish property portfolio
Energy use and climate impact to identify properties with high energy use. Additional analyses
Heating of premises and electricity use are considered to be the were carried out for a number of selected properties to identify
most import environment-related sustainability areas for Sagax. and perform simple measures that could result in a reduction in
Sagax has adopted a sustainability policy that includes environ- energy consumption. Examples of such measures are the installa-
mental issues. However, the climate impact from tenants’ use of tion of more efficient ventilation or heating system, replacing fuse
electricity and heating is something that the company has only ratings and adjusting light controls and light fittings. The analyses
limited control of. In its sustainability work, Sagax strives for include both properties in which Sagax pays the energy expenses
energy recovery from heating and a decrease in electricity con- and properties with leases that exclude the cost of heating and
sumption. hot water. Sagax identified 47 different properties with the poten-
Most of Sagax’s tenants, corresponding to 69% of the lettable tial to install solar collectors on the roof and in consultation with
area, are responsible for their own heating accounts. It is therefore the relevant county administrative boards applications have been
important that Sagax pursues a continuous dialogue with tenants sent to the Swedish Energy Agency on this matter.
to achieve energy savings and to enhance the efficiency of sustain-
ability efforts by tenants. Use of land
Changing to renewable sources of energy for electricity and Sagax’s own operations are not classified as environmentally
heating is another way of reducing the climate impact of the harmful under the Swedish Environmental Code. However,
properties. As one component of Sagax’s sustainability work, only Sagax’s tenants could conduct operations for which they have
green electricity is used in the Swedish property portfolio. The a duty to report or require a permit under the Environmental
use of district heating has increased in the past five years due to Code. The Environmental Code stipulates that the tenant (“the
the phasing out of oil heating, see bar graph on the next page. operator”) that carries out environmentally hazardous activities
At year-end 2018, district heating as a heating source had on Sagax’s property is responsible for any pollution arising. How-
increased to 82% of the company’s lettable area, while oil heating ever, the responsibility could fall on Sagax if a tenant does not
had decreased to 8% of the lettable area. The charts on the next have funds for performing the necessary sanitisation work. This is
page present the sources of heating for each market area. a risk that Sagax must take into consideration. The risk is reduced
In the company’s stakeholder dialogues, investors expressed by maintaining a constructive dialogue and cooperation with the
a wish for greater clarity in calculating and reporting Sagax’s operators regarding the environmental impact of their operations.
carbon emissions. In early 2019, Sagax engaged Carbon Footprint Sagax also adopts a preventive approach by considering the busi-
Ltd, a leading service provider in the area, to calculate Sagax’s ness activities of potential tenants when leasing, which reduces
climate footprint in the form of carbon emissions during the 2018 the risk of operations that cause pollution being conducted on
fiscal year. In total, Sagax was responsible for carbon emissions Sagax’s properties. Sagax also seeks to ensure that tenants do
of 252 tons, of which most were from company cars and business not conduct operations that contravene their leases or applicable
air travel. Sagax has compensated for the company’s emissions legislation or authority permits. Tenants that do not comply with
in 2018. As a means of reducing carbon emissions in 2019, Sagax laws and agreements may forfeit their lease.
will begin the replacement of the existing car fleet with green
cars and replace air travel with rail travel. Land surveys
Properties for warehousing and light industry are usually included
Energy savings in municipalities’ detailed development plans for industrial areas.
Energy saving in the properties is relatively low since Sagax This means that the same requirements for removing pollution
mainly leases premises for warehouse and light industry. Leases from acquired land are not imposed as they would be on, for
that exclude the cost of heating and hot water are usually applied, e xample, areas for residential properties. However, Sagax does
meaning that the tenant pays for electricity, heating and water. have a certain level of responsibility for investigating whether
Since tenants pay for these costs themselves, they are directly pollution is found on the land acquired. If pollution were to be
affected by any electricity and heating savings. Tenants are inter- detected at a later date, Sagax could be held responsible for pay-
ested in making energy savings since electricity and heating usu- ing for sanitisation, unless a claim can be made against the oper-
ally represent a large amount of customers’ operating expenses. ator that caused the pollution. Such sanitisation activities may be
According to the Swedish Energy Declaration of Buildings costly and environmental damage could have a detrimental effect
Act (2006:985), an energy declaration is to have been prepared on the Sagax brand. Accordingly, it is natural for the company to
when a building is constructed or sold in Sweden. Sagax prepares actively promote sustainable use of land in both acquisitions of
energy declarations when required, although workshop and indus- new properties and in existing properties.
trial properties are exempt from this requirement.
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event of discrepancies, the Swedish original will supersede the translation.
Heating sources in Sagax’s property
portfolio
Geothermal
Wood chips 4% heating
1%
Electricity 3%
Other form
Oil 8% of heating
2%
District
heating
82%
District District
heating heating
91% 98%
District District
heating heating
97% 100%
Wood District
chips heating
District 26% 31%
heating
100% Electricity Oil 24%
9%
%
90
80
70
60
50
40
30
20
10
0
20 3
20 4
20 5
20 6
20 7
18
20 3
20 4
20 5
20 6
20 7
18
20 3
20 4
20 5
20 6
2017
18
20 3
20 4
20 5
20 6
20 7
18
20 3
20 4
20 5
20 6
20 7
18
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
20
20
20
20
20
160 This document is an in-house translation of the Swedish Annual Report. In the
event of discrepancies, the Swedish original will supersede the translation.
The company endeavours to avoid acquisitions of properties in ronment and anti-corruption, also provide guidelines for Sagax’s
the risk zone. Checks against the municipality’s list of polluted sustainability work.
areas are conducted when properties are acquired. For properties
on the municipality’s list, an assessment is carried out, if deemed Compliance with laws and provisions
necessary, to determine whether the property is to undergo a Compliance with applicable laws is a matter of course for the
Phase I investigation, which involves studying historical docu- organisation. Owners, lenders, employees and other stakeholders are
mentation about the property to analyse the risk of any pollution. expected to comply with applicable law. Non-compliance with laws
This includes checking the type of operations that were actively and rules risks damaging the company’s brand and financial position.
conducted on the properties in the past, if previous environmen- Sagax is continuously strengthening relevant knowledge within
tal investigations have been carried out and whether the property the organisation through internal seminars, lectures and other
is included in an environmental list. If the investigation concludes training of its employees, in order to ensure compliance with laws
that a further study is required, a Phase IU investigation may be and regulations as far as possible in the countries in which the
performed, whereby tests are taken in and around the property. company conducts operations. Additionally, Sagax engages pro-
Based on these investigations, an assessment is made of whether fessional expertise in the form of, for example, reputable lawyers
any additional measures are required. The procedure may differ in each country and in each field of law. It is natural in the areas
between the company’s various market areas, depending on legis- of lease law, tax law and contract law to use external experts that
lation and practical opportunities. the company has engaged for a long period of time and that have
No pollution on Sagax’s properties was detected in 2018 and acquired extensive knowledge of the company’s operations and
no sanitisation work was carried out. risks over the years. External legal expertise is regularly engaged in
refinancing and property transactions. Well-functioning communi-
SOCIAL RESPONSIBILITY cation with the company’s auditors also creates the conditions for
Human rights compliance with laws and provisions.
According to the UN guiding principles for companies and human There were no legal transgressions resulting in fines or
rights, the state has an obligation to protect human rights and non-monetary sanctions in 2018.
companies have a responsibility to respect human rights. States
and the companies that may have violated individual human Customer satisfaction
rights must offer individuals whose human rights have been The aim in relation to tenants is to strive for a situation whereby
v iolated an opportunity to seek redress. both parties are satisfied and want to continue their business rela-
Sagax shall respect human rights in all of its operations. This tionship. In the company’s experience, tenants want a professional
means the company’s operation must not give rise to, contribute counterparty and competitive rent levels.
to or be linked to violations of human rights and that Sagax shall A professional counterparty is one that is an accessible, com-
act to prevent such violations in its operations. Sagax is to address petent and attentive manager. Sagax’s aim is to meet customer
any negative impact on human rights if such still occur in opera- needs as far as possible and a specific manager is assigned as con-
tions that Sagax is responsible for. tact person for each property. Satisfied customers are a require-
Internationally accepted instruments offer guidance in ment for extending leases and accordingly an indicator of satisfac-
Sagax’s efforts to respect and support human rights. The leading tion is the turnover rate.
internationally acknowledged human rights that are relevant in The turnover rate in 2018 was 4.1% (3.2), see chart on page
this context consist of the UN Universal Declaration of Human 18, calculated as the contractual annual rent for vacating tenants
Rights, the International Covenant on Civil and Political Rights, during the year in relation to average contractual annual rent for
the International Covenant on Economic, Social and Cultural the year.
Rights, the eight fundamental ILO conventions and the European
C onvention on Human Rights, incorporated into Swedish law Employees
through SFS 1994:1219. The development of the company is dependent on highly skilled
For a company’s employees, human rights in the workplace and professional employees. For this reason, it is important that
are particularly important. The right to exercise freedom of asso- the company is an attractive employer that can attract and has the
ciation and equal opportunities are examples of such rights. ability to retain highly skilled personnel. In exchange, employees
As stipulated in Sagax’s Sustainability Policy, the ten prin- are expected to assume responsibility of their work duties and
ciples of the UN Global Compact, which in addition to human also serve as good representatives of the company’s values and
rights also touch on working and employment conditions, envi- culture.
This document is an in-house translation of the Swedish Annual Report. In the 161
event of discrepancies, the Swedish original will supersede the translation.
Terms of employment parental leave. In 2018, six men and five women took parental
Sagax attaches great value to offering favourable terms of employ- leave a total of 413 days. Employee turnover can be seen as an in-
ment for its employees in the markets in which it operates. Since dicator of employee satisfaction and the company’s low employee
Sagax operates in different countries, the employment terms that turnover is deemed to be a sign that employees have high job sat-
an employer is normally expected to offer may vary, and thus isfaction and want to remain working at the company.
these terms may also differ, for example, regarding pension and
health care benefits. In addition to offering competitive terms of Skills development and provision of skills
employment, the company has, for a number of years, also offered An important aspect for the operations is ensuring that em-
all employees the opportunity to participate in an Incentive Plan, ployees have the right skills and opportunities to develop. The
refer to the 2018 Annual Report. The purpose of this Plan is that expertise of the organisation is central to the development of the
all employees should feel a sense of involvement in the develop- company and skills development is an aspect that could be crucial
ment of the company and to enhance understanding of sharehold- for retaining highly skilled employees. The risk that key personnel
ers’ interests. Sagax takes a positive view of employees owning leave the company is a natural operational risk for a company such
shares in the company and the diversity policy for the Sagax as Sagax. The company endeavours to minimise this risk through
Board highlights the importance of Board members also having market-based remuneration and a continuous dialogue with the
significant shareholdings in the company. company’s employees.
In 2018, 13 employee joined the company and five employees Appraisals were held with every employee in 2018. The topics
left the company. The Group had 59 employees at year end. No discussed at these appraisals included the employee’s develop-
employees were covered by collective agreements in 2018. ment during the year and the need for continued skills develop-
At the end of the year, four consultants were contracted in ment. Employees who express a wish to participate on courses
operations, mainly to replace regular staff during, for example, or otherwise develop their skills are encouraged to do so by the
company.
A conference for all Sagax employees is held every year. Top-
Number of employees Men Women Total ics addressed at the conference include the company’s continued
Sweden 17 12 29 development. The company’s policies that directly affect employ-
Finland 8 12 20 ees are presented and an opportunity is provided to ask questions
France 4 2 6 and discuss the content of such policies. The conference is an
Netherlands 4 0 4 opportunity to consolidate solidarity over country borders, and
Total 33 26 59 ensure a Group-wide corporate culture and values.
Women 17%
Women 33%
Men 83% Men 67%
162 This document is an in-house translation of the Swedish Annual Report. In the
event of discrepancies, the Swedish original will supersede the translation.
Non-discrimination The responsibility for clearing snow, removing icicles and fire
Sagax has an anti-discrimination policy according to which Sagax protection could be Sagax’s, the external property manager’s or
must regularly take active measures to combat discrimination and the tenant’s, depending on the lease. If the responsibility falls on
victimisation and promote equal rights and opportunities regard- Sagax, each property manager is responsible for ensuring that the
less of gender, transgender identity or expression, ethnicity, reli- necessary inspections and other follow-up procedures are per-
gion or other expression of faith, disability, sexual orientation or formed. Sagax also usually responsible for ventilation and heating
age. This applies, for example, to salary structure, opportunities systems, and thus performs mandatory ventilation inspections and
for promotion and skills development. No reports of discrimina- checks refrigerants. With the introduction of a new system for
tion were made in 2018 property care-taking follow-up, as described, above, inspections
of management performed by external parties have improved in
Social responsibility and responsibility in the supplier chain 2018.
External suppliers are engaged to perform technical management. Incident reporting for tenants is conducted when each tenant
The company mainly engages well-known contractors. contacts his or her allocated manager if an incident that is under
General requirements regarding regulatory compliance and Sagax’s area of responsibility arises.
general good order are included in agreements with external No information has been presented suggesting that any seri-
managers and construction contractors. If it is discovered that a ous incidents occurred in 2018.
supplier contract has been breached, the company changes to a
different counterparty. Hazardous substances in buildings
When a property is to be demolished or renovated, Sagax checks
Code of Conduct and follow-up of supplier requirements whether there is any asbestos, for example, in the flooring or
A project was initiated in Sweden to develop a more structured the ventilation system. If asbestos is detected, sanitisation work
method for setting follow-up requirements on the management is performed in accordance with applicable legislation and local
and maintenance activities that the company outsources to exter- rules. Sagax also sanitises PCB that could exist in sealing com-
nal parties. One measure is that annual agreements are entered pounds, sealed insulating glass units and in some types of flooring
into with all suppliers. The agreements state that external man- materials. Any remediation measures have been completed or are
agers must carry out the stipulated inspections at the properties included in the company’s remediation plans.
within the correct time. Sagax has recruited an employee in
Sweden to work specifically on setting requirements on suppli- Correct market communication
ers. In 2018, Sagax agreed with all main suppliers in Sweden Since Sagax is a company listed on a regulated stock market, the
on a Code of Conduct to ensure that working conditions at the company must deliver correct, factual and relevant information
companies that deliver products and services to Sagax fulfil its to the capital market at all times. A condition for the company’s
requirements in terms of health and safety and ethical standards operations is compliance with laws, the Nasdaq Stockholm Rule
as well as that the assignment is conducted in an environmen- Book as regards how and when information is to be provided.
tally responsible manner. Suppliers are also to inform their sub- Creditability forms the basis of the brand and errors present
suppliers about the Code of Conduct. both a financial risk and the risk of a damaged brand. Accordingly,
Sagax’s Swedish operations is also implementing a special Sagax’s aim is to be as transparent as possible with respect to the
computer software to more easily follow up on whether external limitations dictated by regulations, business ethics, stakeholders
property managers perform the inspections and take the preven- and practical restrictions.
tive measures as required under applicable law and supplier agree- Sagax’s information and communication policy highlights the
ments. These include systematic fire safety measures, electricity importance of the correctness of the information that the com-
audits and inspections of ventilation and other equipment in pany provides to the public. This policy regulates the presentation
Sagax’s properties. The software will make it easier to follow up of the financial reporting and how communication on reporting is
property management. to be managed. This policy and its importance to individual em-
ployees are discussed at the annual employee conference.
Tenant health and safety No violations associated with incorrect market communica-
In addition to the direct harm that deficient property care-taking tion that resulted in fines, warnings or other non-monetary sanc-
could cause to peoples’ health, any injuries suffered by the tenants tions took place, neither historically nor in 2018.
could also have a negative impact on the company’s brand. Exam-
ples of relevant risks to consider are falling icicles, inadequate snow
clearing, mould, asbestos and insufficient fire protection.
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event of discrepancies, the Swedish original will supersede the translation.
CONFIRMATION
2018
AB Sagax
has invested in
Scandinavia
It is hereby confirmed that 100% of the electricity volume as specified above is covered
by Guarantees of Origin for renewable energy according to the EU Renewables Directive.
The electricity production is certified according to the international EECS (European Energy Certificate System) standard
and documented by the issue of Guarantees of Origin (GoO). The GoOs are issued by Statnett after approval of
production facilities and registered by Kinect Energy in accordance with Norwegian and international law.
164 This document is an in-house translation of the Swedish Annual Report. In the
event of discrepancies, the Swedish original will supersede the translation.
The auditor’s report on the statutory
sustainability report
To the general meeting of AB Sagax, Corp. Reg. No. 556520-0028
OPINION
A statutory sustainability report has been prepared.
Magnus Fredmer
Authorised Public Accountant
This document is an in-house translation of the Swedish Annual Report. In the 165
event of discrepancies, the Swedish original will supersede the translation.
AB Sagax (publ), Engelbrektsplan 1, SE-114 34 Stockholm, Sweden
Corp. Reg. No. 556520-0028
Tel: +46 8 545 83 540, fax: +46 8 545 83 549
www.sagax.se