Updated notice convening the Extraordinary General Meeting of Castellum Aktiebolag
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Large Cap Stockholm |
| Sektor | Fastigheter |
| Industri | Förvaltning |
The shareholders of Castellum Aktiebolag, Corporate ID No. 556475-5550, ("Castellum" or the "Company") are given notice to attend the Extraordinary General Meeting to be held on Friday, 18 July 2025, at 11.00 a.m. CEST at Castellum’s office at United Spaces, Torsgatan 26, Stockholm. The entrance opens at 10.30 a.m. CEST.
On 17 June 2025, a unanimous Nomination Committee published its proposal regarding the number of Board members, remuneration to the Board members and election of the Board of Directors of Castellum ahead of the Extraordinary General Meeting to be held on Friday, 18 July 2025. In light of this proposal, the Board of Directors has found reason to issue this updated notice in order to enable postal voting.
The Nomination Committee’s complete proposal and statement has been published on Castellum’s website.
The Board of Directors has decided, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act (Sw. aktiebolagslagen) and the Company’s Articles of Assocation, that shareholders that do not want to, or cannot, attend the Extraordinary General Meeting in person can also exercise their voting rights by postal voting. Consequently, shareholders may choose to exercise their voting rights at the Extraordinary General Meeting by attending in person, through a proxy or by postal voting.
No beverages or food will be served at the meeting.
Notification etc.
A) Attending the meeting venue in person
A person who wishes to attend the meeting venue in person or by proxy must
- be registered as a shareholder in the share register kept by Euroclear Sweden AB by Thursday, 10 July 2025; and
- give notice of participation in the Extraordinary General Meeting no later than Monday, 14 July 2025 (preferably before 4 p.m. CEST). Notification of participation at the Extraordinary General Meeting can be made by post to Castellum Aktiebolag, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, by phone at +46 8–401 43 76, or through Euroclear Sweden AB’s website, https://anmalan.vpc.se/EuroclearProxy/.The notification must state name/business name, social security number/corporate identification number, address and telephone number.
For those who wish to be represented by a proxy, a written and dated power of attorney signed by the shareholder must be attached to the notification and presented at the meeting. A form of proxy is available on Castellum’s website, www.castellum.com. If the shareholder is a legal person, a copy of the registration certificate, or if such document does not exist, other corresponding authorisation documentation must be attached.
B) Participation by postal voting
A person who wishes to participate in the Extraordinary General Meeting by postal voting must
- be registered as a shareholder in the share register kept by Euroclear Sweden AB by Thursday, 10 July 2025; and
- give notice of participation in the Extraordinary General Meeting no later than Monday, 14 July 2025, by submitting a postal voting form in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.
A person who wishes to attend the meeting venue in person or by proxy, must give notice in accordance with the instructions stated under A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue.
A special form shall be used for postal voting. The form is available on the Company’s website, www.castellum.com. The completed and signed form may be sent by post to Castellum Aktiebolag, ” Extraordinary General Meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, or by email to GeneralMeetingService@euroclear.com (state “Castellum Aktiebolag – postal voting” in the subject line). The completed and signed form must be received by Euroclear Sweden AB no later than Monday, 14 July 2025. Shareholders may also submit the postal vote electronically by verifying with BankID via Euroclear Sweden AB’s website, https://anmalan.vpc.se/EuroclearProxy/.
Shareholders may not provide specific instructions or conditions in the voting form. If so, the postal vote, in its entirety, is invalid. Further instructions and conditions are included in the form for postal voting.
If the shareholder postal votes by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A form of proxy is available on Castellum’s website, www.castellum.com. If the shareholder is a legal person, a registration certificate or other corresponding authorisation document must be attached to the form.
Nominee-registered shares
In order to be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register its shares in its own name so that it is registered as a shareholder in the share register kept by Euroclear Sweden AB by Thursday, 10 July 2025. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time as decided by the nominee. Voting rights registrations that have been made no later Monday, 14 July 2025 will be taken into account in the presentation of the share register.
Right for shareholders to receive information
Shareholders are reminded of their right to receive information from the Board of Directors and the CEO at the Extraordinary General Meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act in respect of information regarding circumstances that may affect the assessment of an item on the agenda. The Board of Directors and the CEO shall provide such information at the Extraordinary General Meeting, provided that they consider that it may be done without significant harm to Castellum. Shareholders wishing to submit questions in advance may do so by sending an email to info@castellum.se.
Items
1. Opening of the meeting and election of the Chair 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 members of the Board of Directors.
7. Resolution regarding the remuneration to be paid to the members of the Board of Directors.
8. Election of new members of the Board of Directors and the Chair of the Board of Directors.
9. Closing of the Extraordinary General Meeting.
Resolution proposed by the Board of Directors
Item 1 – Election of the Chair of the Extraordinary General Meeting.
The Board of Directors proposes the attorney Wilhelm Lüning to preside as Chair of the Extraordinary General Meeting.
Resolution proposed by the Nomination Committee
The Nomination Committee, consisting of Charlotte Levin, appointed by Akelius Apartments Ltd., Johannes Wingborg, appointed by Länsförsäkringar Fondförvaltning, Celia Grip, appointed by Swedbank Robur Fonder, Helen Fasth Gillstedt (Chair of the Nomination Committee), appointed by Handelsbanken Fonder, and the Chair of the Board of Directors, Louise Richnau, has made the following proposals:
Item 6 – Determination of the number of members of the Board of Directors.
The Board of Directors is proposed to consist of seven Board members.
Item 7 – Determination of the remuneration to be paid to the members of the Board of Directors.
The Nomination Committee proposes that the remuneration to the Board of Directors remains unchanged in relation to the resolution of the Annual General Meeting held on 7 May 2025.
Item 8 – Election of members of the Board of Directors and Chair of the Board of Directors.
The Nomination Committee proposes that Marita Loft, Leif Norburg, Knut Rost, Ralf Spann and Stefan Wallander are elected as new members of the Board of Directors. It should also be noted that the current board members Anna-Karin Celsing and Henrik Käll, who were elected by the Annual General Meeting on 7 May 2025, have informed the Nomination Committee that they will remain as Board members.
Ralf Spann is proposed to be elected as Chair of the Board of Directors.
Other information
Number of shares and votes
At the date of this notice, there are in total 492,601,452 shares and votes in the Company. The Company holds 499,403 own shares.
Documentation
The Nomination Committee’s complete proposal for resolutions, information regarding the proposed Board members, its statement concerning the Nomination Committee’s proposal regarding the Board of Directors and report on the Nomination Committee’s work can be found on the Company’s website, www.castellum.com.
The documents are considered presented by being held available at the Company’s head offices and on the Company’s website, www.castellum.com. The above documents will, as from the day they are available, be sent to shareholders, who have stated their postal address, upon request.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/ES_PUA_Privacy_notice_bolagsstammor.pdf.
Gothenburg in June 2025
CASTELLUM AKTIEBOLAG
The Board of Directors