Summons to the Extraordinary General Meeting of shareholders in Castellum AB (publ)

The shareholders of Castellum AB (publ), Reg. No. 556475-5550, are hereby summoned to the Extraordinary General Meeting to be held on Thursday, December 8, 2022.

The Board of Directors has decided that the Extraordinary General Meeting is to be held only through advance voting (postal voting) in accordance with temporary legislation. This means that the Extraordinary General Meeting will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the Extraordinary General Meeting in the manner described below.

 

Notification etc.

Shareholders who wish to attend the Extraordinary General Meeting by postal voting must be registered as shareholders in the share register kept by Euroclear Sweden AB by Wednesday, November 30, 2022 and must also announce their intention to attend the Extraordinary General Meeting no later than Wednesday, December 7, 2022, by having submitted an advance voting form in accordance with the instructions in the section “Advance voting” below, so that the advance vote is received by Euroclear Sweden AB no later than that day. Please note that notification to the Extraordinary General Meeting can only be made by postal voting.

 

Nominee-registered shares

In order to be entitled to participate in the Extraordinary General Meeting, shareholders who have registered their shares in the name of a nominee must, in addition to announcing their intention to participate in the Extraordinary General Meeting by submitting an advance vote, request that their shares are registered in their own name, so the shareholder is entered into the register of shareholders by Wednesday, November 30, 2022. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in advance as determined by the nominee. Voting right registrations completed no later than the second business day following Wednesday, November 30, 2022, are considered when preparing the share register.

Advance voting

The shareholders may exercise their voting rights at the Extraordinary General Meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for advance voting. The form is available on Castellum’s website, www.castellum.se. The advance voting form is considered as the notification of participation at the Extraordinary General Meeting.

The completed and signed voting form must be received by Euroclear Sweden AB no later than Wednesday, December 7, 2022. The completed and signed form shall be sent to Castellum AB (publ), ”Extraordinary General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. The completed and signed form may alternatively be submitted by email and is then to be sent to GeneralMeetingService@euroclear.com (state “Castellum AB – postal voting” in the subject line). Shareholders who are natural persons can also submit their postal votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/. Such electronic votes must be submitted no later than Wednesday, December 7, 2022.

The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

 

Proxies

If the shareholder votes in advance by proxy, a written and dated power of attorney signed by the shareholder must be attached to the advance voting form. A form of proxy is available on Castellum’s website, www.castellum.se. If the shareholder is a legal person, a certificate of registration or other authorization document must be attached to the form.

 

Documentation

Information about the individual proposed as a member of Castellum's Board of Directors, the statement by the Nomination Committee regarding the proposed Board member, and the Nomination Committee's complete proposal can be found on the company's website, www.castellum.se, and will be sent free of charge to shareholders who request the company to do so.

 

Number of shares and votes

At the date of this summons, there are in total 345,731,968 shares and votes in the company, of which the company holds 17,331,000 own shares.

Items

  1. Election of Chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Approval of the agenda.
  4. Election of one or two persons to verify the minutes.
  5. Determination of whether the Extraordinary General Meeting has been duly convened.
  6. Determination of the number of Board members of the Board of Directors.
  7. Election of a new Board member.

 

The Board of Directors' proposals for resolution

Item 2

The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the share register and advance votes received, and verified and confirmed by the person elected to verify the minutes.

Item 4

The Board of Directors proposes Johannes Wingborg representing Länsförsäkringar Fondförvaltning AB (publ), or to the extent he is prevented, the person appointed by the Board of Directors, as the person to verify the minutes. The assignment to verify the minutes also includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the Extraordinary General Meeting.

The Nomination Committee's proposals for resolution

Item 1

The Nomination Committee proposes that the attorney Pontus Enquist is elected as Chairman of the Extraordinary General Meeting.

Item 6

The Nomination Committee proposes that the Board of Directors shall consist of seven Board members.

Item 7

The Nomination Committee proposes that Leiv Synnes is elected as a new Board member until the end of the next Annual General Meeting.

Leiv Synnes has informed the Nomination Committee that he abstains remuneration for the time until the next Annual General Meeting.

Leiv Synnes, born in 1970, is employed by Akelius Residential Property AB (publ) since 2004. Synnes is the CFO since 2014 and the Vice President since 2020. He was the Head of Business Development between 2010-2014 and Treasurer during 2004-2014. Synnes is a Swedish citizen, residing in Täby and has a Master's in Economics from Umeå University. Leiv is a member of the Board in several of the companies in the Akelius group, including Akelius Fonder Ltd., Akelius Invest Ltd. and Akelius Språkkurs AB.

 

Further information regarding the proposed Board member will be available on the company’s website at www.castellum.se.

 

Miscellaneous

The Board of Directors and the Managing Director shall, if any shareholder so requests, and the Board of Directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to Castellum no later than ten days prior to the Extraordinary General Meeting, i.e. no later than November 28, 2022, to Castellum AB, “Extraordinary General Meeting”, Box 70414, 107 25 Stockholm, Sweden, or by email to info@castellum.se. The information is provided by being made available on Castellum’s website, www.castellum.se, and at Castellum’s head office, Hangövägen 20, plan 4, Stockholm, Sweden, no later than five days prior to the Annual General Meeting, i.e. no later than December 3, 2022. The information is also sent to shareholders who so request and provide its postal address or email.

 

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

 

 

Gothenburg in November 2022
CASTELLUM AB (publ)
The Board of Directors