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 Annual General Meeting in person can exercise their voting rights by postal voting. Consequently, shareholders may choose to exercise their voting rights at the Annual 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 Friday, 26 April 2024; and
• give notice of participation in the Annual General Meeting no later than Tuesday, 30 April 2024 (preferably before 4 p.m. CEST). Notification of participation at the Annual 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 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 Annual General Meeting by postal voting must
• be registered as a shareholder in the share register kept by Euroclear Sweden AB by Friday, 26 April 2024; and
• give notice of participation in the Annual General Meeting no later than Tuesday, 30 April 2024, 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, "Annual 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 Tuesday, 30 April 2024. 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 Annual 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 Friday, 26 April 2024. 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 Tuesday, 30 April 2024 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 Managing Director at the Annual 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, circumstances that can affect the assessment of the Company's or its subsidiaries' financial position and the Company's relation to other companies within the group. The Board of Directors and the Managing Director shall provide such information at the Annual 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 arsstamma@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 Annual General Meeting has been duly convened.
6. Presentation of
(a) the annual accounts and the audit report as well as the consolidated annual accounts and the audit report for the group,
(b) the auditor's statement regarding the Company's compliance with the guidelines for remuneration to members of the executive management in effect since the previous Annual General Meeting.
In connection thereto, presentations by the Chair of the Board of Directors and the Managing Director.
7. Resolution to adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
8. Resolution regarding the allocation of the Company's profit in accordance with the adopted balance sheet.
9. Resolution regarding discharge from liability towards the Company in respect of the members of the Board of Directors and the Managing Director.
10. The Nomination Committee's presentation of its proposals to the Annual General Meeting and the Nomination Committee's statement concerning its proposal regarding the Board of Directors.
11. Determination of:
A. The number of members of the Board of Directors.
B. The number of auditors and deputy auditors.
12. Resolution regarding:
A. The remuneration to be paid to the members of the Board of Directors.
B. The remuneration to be paid to the auditor.
13. Election of members of the Board of Directors and the Chair of the Board of Directors.
(a) Per Berggren (Chair)
(b) Anna-Karin Celsing
(c) Henrik Käll
(d) Louise Richnau (Vice Chair)
(e) Ann-Louise Lökholm-Klasson
(f) Pål Ahlsén
14. Election of auditor.
15. Resolution on the approval of the remuneration report.
16. Resolution to grant the Board of Directors the authority to resolve on an issue of new shares and/or convertibles, either applying or disapplying shareholders' preferential rights.
17. Resolution to grant the Board of Directors the authority to resolve on acquisitions and transfers of the Company's own shares.
18. Resolution on (A) the implementation of a long-term performance share program (Performance Share Program 2024/2027) and (B) authorisation for the Board of Directors to resolve on the acquisition and transfer of shares to the participants in the Performance Share Program 2024/2027.
19. Closing of the Annual General Meeting.
Resolutions proposed by the Board of Directors
Item 8 - Resolution regarding the allocation of the Company's profit in accordance with the adopted balance sheet.
The Board of Directors proposes that no dividend is distributed and that the retained profit shall be carried forward to the new accounts.
Item 15 - Resolution on the approval of the remuneration report.
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors' remuneration report.
Item 16 - Resolution to grant the Board of Directors the authority to resolve on an issue of new shares and/or convertibles, either applying or disapplying shareholders' preferential rights.
The Board of Directors' proposal implies that the Board of Directors shall be authorised to, during the period until the next Annual General Meeting, resolve on new share issues and/or convertibles, on one or several occasions, with or without deviation from the shareholders' preferential rights and that shares and/or convertibles corresponding to maximum ten per cent (10%) of the Company's share capital as of the date for the first exercise of the authorisation may be issued. Further, the proposal implies that an issue may be made against cash payment, by set-off or by contribution in kind. In case of deviation from the shareholders' preferential rights, shares and/or convertibles shall be issued on market terms. The purpose of the Board of Directors' proposal is to (i) enable the Company to completely or partially finance any future real property investments and/or acquisitions of real property companies/businesses by issuing new shares and/or convertibles as payment in connection with an acquisition agreement, alternatively to raise capital for such investments and/or acquisitions; and/or (ii) enable the Company to strengthen its financial position and/or create a larger liquidity buffer for financing commitments.
Item 17 - Resolution to grant the Board of Directors the authority to resolve on acquisitions and transfers of the Company's own shares.
The Board of Directors' proposal implies that the Board of Directors shall be authorised to, during the period until the next Annual General Meeting, resolve on acquisition on one or several occasions, of the Company's own shares provided that the Company after each acquisition will not hold more than ten per cent (10%) of all the shares in the Company, and to transfer all of the Company's own shares with deviation from the shareholders' preferential rights. The objective of the Board of Directors' proposal is to allow the Company to adapt its capital structure to its capital needs from time to time and thereby contribute to an increased shareholder value, and/or to transfer own shares as payment in order to completely or partially finance any future real property investments and/or acquisitions of real property companies/businesses or by using own shares as payment in connection with an acquisition agreement, alternatively to raise capital for such investments and/or acquisitions. This objective does not allow the Company to trade with its own shares for the short-term purpose of making a profit.
Item 18 - Resolution on (A) the implementation of a long-term performance share program (Performance Share Program 2024/2027) and (B) authorisation for the Board of Directors to resolve on the acquisition and transfer of shares to the participants in the Performance Share Program 2024/2027.
The Board of Directors of Castellum proposes that the Annual General Meeting 2024 resolves on (A) the implementation of a long-term performance share program (the "Performance Share Program 2024/2027") and (B) the acquisition and transfer of shares to the participants in the Performance Share Program 2024/2027. If the Annual General Meeting does not support the proposal in item (B), the Board of Directors proposes that (C) delivery of shares under the Performance Share Program 2024/2027 shall be conducted through entering into swap agreements with a third party.
Background and rationale
The Board of Directors considers it to be in the interest of the company and the shareholders that the interests of the executive management are aligned with those of the company and the shareholders through the company's executive management being offered participation in a performance share program, through which the executive management's holding of shares in Castellum will increase.
In light of the terms, the size of the allotment and other circumstances, the Board of Directors considers that the Performance Share Program 2024/2027, as set out below, is fair and beneficial to the company and its shareholders.
It is the Board of Directors' intention that the structure of the Performance Share Program 2024/2027 shall be on a long-term basis and the Board of Directors therefore intends to, following evaluation of the implementation of the Performance Share Program 2024/2027, present corresponding proposals regarding the implementation of performance share programs also to the upcoming Annual General Meetings of the company.
The Board of Directors' proposal includes (A) the implementation of the Performance Share Program 2024/2027, (B) the authorisation for the Board of Directors to resolve on the acquisition and transfer of shares to the participants in the Performance Share Program 2024/2027 and, in case the Annual General Meeting does not support item (B), (C) the transfer of shares under the Performance Share Program 2024/2027 through the company entering into a share swap agreement with a third party.
A. The Board of Directors' proposal for a resolution on implementation of the Performance Share Program 2024/2027
Participants in the Performance Share Program 2024/2027
The Performance Share Program 2024/2027 is proposed to be directed to a total of not more than twelve (12) individuals divided into two categories: one category consisting of the CEO (one (1) individual) and one category consisting of other members of the executive management team (eleven (11) individuals).
Investment requirement
Participation in the Performance Share Program 2024/2027 is conditional upon that the participant makes an own investment in the Castellum share and/or that the participant already holds shares in Castellum ("Investment Shares"), and that the participant allocates the Investment Shares to the Performance Share Program 2024/2027. The CEO is required to allocate Investment Shares to the Performance Share Program 2024/2027 corresponding to two (2) monthly gross salaries and the other members of the executive management team are required to allocate Investment Shares to the Performance Program 2024/2027 corresponding to one (1) monthly gross salary. The allocation of the Investment Shares must be made no later than 10 June 2024. The Board of Directors shall be entitled to postpone the deadline for the allocation.
Performance share rights
Each participant in the Performance Share Program 2024/2027 will be granted a certain number of performance share rights ("Performance Share Rights"), free of charge. Each Performance Share Right gives the participants the right to, free of charge, receive one (1) share in Castellum ("Performance Share") from Castellum or a designated third party, subject to fulfilment of the conditions for receiving Performance Shares. Allotment of Performance Shares is also subject to potential re-calculations, as set out below. The Performance Share Rights do not constitute securities and are not transferable.
Granting of Performance Share Rights to the participants will take place on or around 13 June 2024. The Board of Directors shall be entitled to postpone the granting of Performance Share Rights.
A participant will only be eligible to receive Performance Shares if:
• the Investment Shares are retained by the participant during the period starting on 14 June 2024 and ending immediately following the day of announcement of the interim financial report for the first quarter of 2027 (the "Vesting Period"),
• the participant has remained in its employment with the company during the Vesting Period; and
• the minimum performance target levels, as described below, are reached.
Allotment of Performance Shares will, if the conditions are fulfilled, take place as soon as practicably possible following the expiration of the Vesting Period.
The CEO shall be granted a number of Performance Share Rights which, at the time of receipt of the conditional right, shall have an underlying share value corresponding to seven and a half (7.5) monthly gross salaries. Other members of the executive management shall be granted a number of Performance Share Rights which, at the time of receipt of the conditional right, shall have an underlying share value corresponding to six (6) monthly gross salaries. The share price to be used as basis for the calculation shall be the volume-weighted average share price of the Castellum share on Nasdaq Stockholm during the 20 trading days following the Annual General Meeting 2024.
The CEO may, based on the volume-weighted average share price paid for the Castellum share between 26 February 2024 and 22 March 2024 of SEK 130.34, be granted a maximum of 11,796 Performance Share Rights of series A and 11,796 Performance Share Rights of series B. Other members of the executive management may in total be granted a maximum of 38,944 Performance Share Rights of series A and 38,944 Performance Share Rights of series B.
The extent (if any) to which the participants' Performance Share Rights will entitle to allotment of Performance Shares after the end of the Vesting Period will be determined on the basis of the degree of fulfillment of the performance conditions that are described below.
Performance Share Rights of series A - total return on the Castellum share in absolute terms
Allotment is conditional upon that the total return of the Castellum share in absolute terms during the period 1 January 2024 - 30 April 2027 (the "Measurement Period") amounts to, or exceeds, ten (10) percent. If the total return during the Measurement Period amounts to ten (10) percent, 25 percent of the maximum number of Performance Shares that may be allotted on the basis of Performance Share Rights of series A will be allotted. Maximum allotment is conditional upon that the total return during the Measurement Period amounts to, or exceeds, 50 percent. If the total return during the Measurement Period amounts to between 10 and 50 percent, allotment is calculated linearly between 25 percent and 100 percent.
The total return on the Castellum share in absolute terms shall be calculated as follows:
The entry price shall correspond to the average price of the Castellum share during January - April 2024. The comparison price shall correspond to the average price of the Castellum share during January - April 2027. When calculating the entry price and the comparison price, the average share price shall be deemed to correspond to the average of the highest and lowest bid prices calculated for each trading day according to Nasdaq Stockholm's official list prices. In the absence of a quoted price paid, the bid price quoted as the closing price shall instead be included in the calculation. A day without listings of either the price paid or the bid price shall not be included in the calculation. When calculating the total return for the Castellum share, dividends received by shareholders during the Measurement Period shall be considered. If dividends are paid during the period for calculating the average entry price or comparison price, the share price for the days the share is traded, including dividends, shall be reduced by the dividend amount. The total return of Castellum shares during the Measurement Period is re-calculated as a percentage.
Performance Share Rights of series B - total return on the Castellum share in comparison with CRERX (Carnegie Real Estate Return Index)
Allotment is conditional upon that the total return on the Castellum share exceeds the performance of CRERX during the Measurement Period. Maximum allotment is conditional upon that the total return compared to CRERX during the Measurement Period exceeds five (5) percentage points. Allotment is calculated linearly between zero (0) percentage points and five (5) percentage points.
The calculation of the total return of the Castellum share in comparison with CRERX shall be made as follows:
The total return of the Castellum share shall be calculated in accordance with what is stated above regarding Performance Share Rights of series A. The entry index shall correspond to the average index for CRERX during January - April 2024. The comparison index shall correspond to the average index for CRERX during January - April 2027. The comparison between the total return of the Castellum share and the development of CRERX is made on a percentage basis.
Recalculation
In order to align the participants' and shareholders' interests, Castellum will compensate for dividends and other value transfers to shareholders during the Vesting Period by increasing the number of shares that each Performance Share Right entitles the participant to receive. The number of Performance Shares that each Performance Share Right may entitle to shall also be re-calculated in the event of a bonus issue, share split, reverse share split, and, if deemed reasonable and practical by the Board of Directors, similar events impacting the number of shares in Castellum.
Hedging arrangements
In order to implement the Performance Share Program 2024/2027 in a cost-efficient manner, the Board of Directors has considered different methods for securing the delivery of shares to the participants and the company's exposure towards costs and social security contributions that may arise as a consequence of the Performance Share Program 2024/2027. The Board of Directors has thereupon found that the most cost-efficient alternative would be, and thus proposes that the Annual General Meeting resolves upon an authorisation for the Board of Directors to resolve on the acquisition and transfer of own shares, free of charge, to participants in the Performance Share Program 2024/2027, and on the transfer of own shares to a third party. More detailed terms and conditions for the Board of Directors' main alternative are set out in item (B) below.
Should the majority required for the resolution to transfer the company's own shares not be reached, the Board of Directors proposes that Castellum shall instead be able to enter into a share swap agreement with a third party, in accordance with item (C) below.
Dilution
Neither of the hedging alternatives proposed by the Board of Directors (in accordance with what is set out under "Hedging arrangements" above as well as under items (B) and (C) below) will give rise to any increases in the number of shares in the company and, accordingly, no dilutive effect will occur for existing shareholders by reason of the Performance Share Program 2024/2027.
Other
A decision on participation in, or implementation of, the Performance Share Program 2024/2027 requires that the participation is legally possible and that the Board of Directors deems that the participation or implementation is possible with reasonable administrative costs and financial efforts.
The Board of Directors shall be responsible for the details and management of the Performance Share Program 2024/2027 within the framework of the main terms set out above, including to resolve on the final timeline for the Performance Share Program 2024/2027, and the Board of Directors shall be authorised to make the minor adjustments to these conditions as required by law or for administrative reasons. The Board of Directors shall also be authorised to adjust or deviate from the terms as required by local laws and regulations and existing market practices.
B. The Board of Directors' proposal for acquisition and transfer of Castellum's shares to the participants in the Performance Share Program 2024/2027
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, resolve on the acquisition of up to 172,000 of Castellum's shares through trading on Nasdaq Stockholm.
The purpose of the proposed authorisation of the Board of Directors to repurchase shares in Castellum is to secure the delivery of Performance Shares to the participants under the Performance Share Program 2024/2027 and hedge the company's exposure towards social security contributions that may arise as a consequence of Performance Share Program 2024/2027.
In addition, the Board of Directors proposes that the Annual General Meeting resolves that transfer of a maximum of 172,000 shares in Castellum may be carried out in accordance with the conditions set out below. The number of shares is calculated on the basis of maximum participation in the Performance Share Program 2024/2027, with a buffer for a potential decrease in the share price and potential dividend compensation, and corresponds to approximately 0.04 percent of the total number of registered shares in Castellum as of the date of this proposal.
Acquisitions of the shares shall be made on Nasdaq Stockholm at a price per share within the prevailing price interval in accordance with applicable rules.
132,270 shares in Castellum may be transferred to participants in the Performance Share Program 2024/2027. Transfer of shares to the participants in the Performance Share Program 2024/2027 shall be made without consideration and shall be carried out at the time and subject to the conditions under which participants in the Performance Share Program 2024/2027 have the right to receive Performance Shares.
39,730 shares in Castellum may be transferred to a third party for the purpose of bringing in capital to cover the exposure towards social security contributions that may arise based on the allotment of Performance Shares. Transfer of shares to a third party shall be made at market price.
The number of shares in Castellum that may be transferred under the Performance Share Program 2024/2027 may be subject to re-calculation in the event of a bonus issue, share split, reverse share split, preferential rights issue and similar events impacting the number of shares in Castellum.
The Board of Directors' statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act is appended to this proposal.
C. The Board of Directors' proposal for a share swap agreement with a third party
The Board of Directors proposes that the Annual General Meeting 2024, in the event that necessary majority is not obtained for item (B) above, resolves to secure delivery of shares under the Performance Share Program 2024/2027 by the company entering into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer the company's shares to the participants in the Performance Share Program 2024/2027. The relevant number of shares in this context shall correspond to the number of shares proposed to be acquired and transfered under item (B) above.
Costs for the Performance Share Program 2024/2027
The Board of Directors considers that the Performance Share Program 2024/2027 will result in costs mainly related to administration, accounting payroll costs and social security costs.
The total administration costs are expected to be marginal compared to the other costs of the Performance Share Program 2024.
The Performance Share Rights will be expensed as personnel costs over the Vesting Period, without impacting the company's cash flow. If Performance Shares are allotted, the Performance Share Program 2024/2027 will incur additional costs in the form of social security costs. The total social security costs depend on the participant's employment status, the number of Performance Shares vested, and the value of the benefit received by the participant, i.e., the value of the Performance Shares upon allotment in 2027. Social security costs will be expensed in the income statement during the Vesting Period based on the value of the Performance Share Rights.
Based on the assumptions that the share price at the time of allotment of Performance Share Rights is SEK 130.34, which means that 101,479 Performance Share Rights will be allotted, that all Performance Share Rights allotted in the Performance Share Program 2024/2027 vest, an assumed share price of SEK 196 upon the allotment of the Performance Shares and an assumed average percentage for social security costs of approximately 31.42 percent, the total costs for the program, including social security costs, are estimated to amount to SEK 15.4 million during the period 2024 - 2027, corresponding to an average of SEK 5.1 million per year, corresponding to approximately 0.9 percent of the company's total annual employee expenses (including social security costs) calculated on personnel expenses for the fiscal year 2023.
Based on the same assumptions as set out above, however with the difference that all 132,270 Performance Shares under the Performance Share Program 2024/2027 are allotted and vested, the total costs for the program, including social security costs, are estimated to amount to SEK 17.3 million during the period 2024 - 2027, corresponding to an average of SEK 5.8 million per year, corresponding to approximately 1.0 percent of the company's total annual employee expenses (including social security costs) calculated on personnel expenses for the fiscal year 2023.
All calculations above are preliminary and are only intended to provide an illustration of the costs that the Performance Share Program 2024/2027 may entail. Actual costs may thus deviate from what is stated above.
The costs estimated to result from the Performance Share Program 2024/2027 are in line with the costs resulting from the company's existing long-term share price related incentive programs. In addition, the Board of Directors considers the positive effects expected to result from the Performance Share Program 2024/2027 to outweigh the costs attributable to the Performance Share Program 2024/2027.
Effects on key figures and dilution
Castellum's operating profit for the financial year 2023 amounted to SEK 1,030 million. The estimated annual costs for the Performance Share Program 2024/2027 of SEK 5.1 million in accordance with the above correspond to approximately 0.5 percent of the operating result for the financial year 2023.
Full allotment of Performance Shares, including the buffer for a potential dividend compensation, entails, based on the example share price set out above, that the total number of shares under the Performance Share Program 2024/2027 will amount to no more than 132,270 shares, which corresponds to 0.03 percent of the number of outstanding shares in the company as of the date of this proposal.
If the 39,730 shares that may be transferred to a third party for the purpose of bringing in capital to cover the exposure towards social security contributions is taken into account, the total number of shares under the Performance Share Program 2024/2027 will amount to no more than 172,000 shares, which corresponds to 0.04 percent of the number of outstanding shares in the company as of the date of this proposal.
Other share-based incentive programs
The company currently has ongoing share price-based incentive programs, but no other ongoing share-based incentive programs.
Preparation of the proposal
The proposal has been prepared by the People Committee and the Board of Directors together with external advisors.
Resolutions proposed by the Nomination Committee
The Nomination Committee, consisting of Kerstin Engström appointed by Akelius Residential Property AB (publ), Johannes Wingborg appointed by Länsförsäkringar Fondförvaltning AB (publ), Helen Fasth Gillstedt (Chair of the Nomination Committee) appointed by Handelsbanken Fonder, Richard Torgerson appointed by Nordea Fonder and the Chair of the Board of Directors, Per Berggren, has made the following proposals:
Item 1 - Election of the Chair of the meeting.
The Nomination Committee proposes the attorney Wilhelm Lüning to preside as Chair of the Annual General Meeting.
Item 11A - Determination of the number of members of the Board of Directors.
The Board of Directors is proposed to consist of six Board members.
Item 11B - Determination of the number of auditors and deputy auditors.
The number of auditors is proposed to be one with no deputy auditor.
Item 12A - Determination of the remuneration to be paid to the members of the Board of Directors.
Remuneration to the members of the Board of Directors is proposed to be the following (2023 remuneration within brackets).
• The Chair of the Board of Directors: SEK 1,150,000 (SEK 1,110,000).
• The Vice Chair of the Board of Directors: SEK 665,000 (-).
• Each of the other members of the Board of Directors: SEK 465,000 (SEK 450,000).
• Chair of the People Committee: SEK 100,000 (SEK 100,000).
• Each of the other members of the People Committee: SEK 75,000 (SEK 75,000).
• Chair of the Audit Committee: SEK 240,000 (SEK 220,000).
• Each of the other members of the Audit Committee: SEK 110,000 (SEK 105,000).
• A member of the Board of Directors who is employed by the Company shall not receive remuneration.
Item 12B - Determination of the remuneration to be paid to the auditor.
It is proposed that the auditor's fee shall be paid upon approval of its invoices.
Item 13 - Election of members of the Board of Directors and Chair of the Board of Directors.
The existing Board members Per Berggren, Anna-Karin Celsing, Henrik Käll, Louise Richnau, Ann-Louise Lökholm-Klasson and Pål Ahlsén are proposed to be re-elected as Board members.
Per Berggren is proposed to be elected as Chair of the Board of Directors. Louise Richnau is proposed to be elected as the Vice Chair of the Board of Directors.
More information concerning all proposed Board members is available on the Company's website, www.castellum.com.
Item 14 - Election of auditor.
In accordance with the Audit Committee's recommendation, Deloitte is proposed for re-election as Castellum's auditor until the end of the Annual General Meeting 2025. Deloitte has announced that if the Annual General Meeting resolves to elect Deloitte as auditor, Harald Jagner will continue as the main responsible auditor.
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 does not hold any own shares.
Majority rules
Resolutions in accordance with the Board of Directors' proposals regarding items 16 and 17 of the agenda are only valid if supported by shareholders holding at least two thirds (2/3) of both the votes cast as well as the shares represented at the Annual General Meeting. Resolutions in accordance with the Board of Directors' proposals in item 18 on the agenda are only valid if supported by shareholders holding not less than nine-tenth (9/10) of both the votes cast as well as the shares represented at the Annual General Meeting.
Documentation
The annual accounts, the audit report and the Board of Directors' remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act will be available at the Company's head offices at Hangövägen 20, floor 4, Stockholm and Östra Hamngatan 16, Gothenburg, and on the Company's website, www.castellum.com, in connection with the publication of the Company's annual report on 9 April 2024. The auditor's statement according to item 6 (b), as well as other proposals, and related documents, regarding items 16-18 will be available at the Company's head offices (please see the adresses above) and on the Company's website no later than 16 April 2024. As to other proposals, complete proposals can be found under each item in this notice.
The Nomination Committee's complete proposal for resolutions, including a proposal for updated instructions for the Nomination Committee, 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/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in April 2024
CASTELLUM AKTIEBOLAG
The Board of Directors
CASTELLUM AB 
