The shareholders of Castellum Aktiebolag, Corporate ID No. 556475-5550 ("Castellum" or the "Company") are hereby given notice to attend the Annual General Meeting to be held on Wednesday, 29 April 2026, at 11 a.m. CEST at Castellum’s head office at Torsgatan 26, Stockholm. The entrance opens at 10.30 a.m. CEST.
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 Association, 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 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 Tuesday, 21 April 2026; and
- give notice of participation in the Annual General Meeting no later than Thursday, 23 April 2026 (preferably before 4 p.m. CEST). Notification of participation at the Annual General Meeting can be made by post to Castellum Aktiebolag, "Annual General Meeting", 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://www.euroclear.com/sweden/generalmeetings/. 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 Annual General Meeting by postal voting must
- be registered as a shareholder in the share register kept by Euroclear Sweden AB by Tuesday, 21 April 2026; and
- give notice of participation in the Annual General Meeting no later than Thursday, 23 April 2026, 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 Thursday, 23 April 2026. Shareholders may also submit the postal vote electronically by verifying with BankID via Euroclear Sweden AB’s website, https://www.euroclear.com/sweden/generalmeetings/.
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 Tuesday, 21 April 2026. 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 Thursday, 23 April 2026 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 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 CEO 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
- Opening of the meeting and election of the Chair of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the Annual General Meeting has been duly convened.
- Presentation of
- the annual accounts and the audit report as well as the consolidated annual accounts and the audit report for the group,
- 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 CEO.
- Resolution to adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
- Resolution regarding the allocation of the Company’s profit in accordance with the adopted balance sheet.
- Resolution regarding discharge from liability towards the Company in respect of the members of the Board of Directors and the CEO.
- 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.
- Determination of:
- The number of members of the Board of Directors.
- The number of auditors and deputy auditors.
- Resolution regarding:
- The remuneration to be paid to the members of the Board of Directors.
- The remuneration to be paid to the auditor.
- Election of members of the Board of Directors and the Chair of the Board of Directors.
- Ralf Spann (Chair)
- Anna-Karin Celsing
- Henrik Käll
- Marita Loft
- Leif Norburg
- Knut Rost
- Stefan Wallander
- Election of auditor.
- Resolution on approval of updated instructions for the Nomination Committee.
- Resolution on the approval of the remuneration report.
- Resolution to grant the Board of Directors the authority to resolve upon issuances of new shares and/or convertibles, either applying or disapplying shareholders’ preferential rights.
- Resolution to grant the Board of Directors the authority to resolve on acquisitions and transfers of the Company’s own shares.
- Resolution on (A) reduction of the share capital through cancellation of own shares and on (B) an increase of the share capital through a bonus issue.
- Resolution to adopt updated guidelines for remuneration to senior executives.
- 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 16 – 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 17 – Resolution to grant the Board of Directors the authority to resolve upon issuances 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 upon issuances of new shares 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 enable the Company to (i) 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 acquisition agreements, alternatively to raise capital for such investments and/or acquisitions; and/or (ii) strengthen its financial position and/or create a larger liquidity buffer for financing commitments.
Item 18 – 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 acquisition agreements, 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 19 – Resolution on (A) a reduction of the share capital through cancellation of own shares and on (B) an increase of the share capital through a bonus issue.
A. Reduction of share capital through cancellation of own shares
The Board of Directors proposes that the Annual General Meeting resolves to reduce the Company's share capital by an amount of SEK 7,537,548.50 by way of cancellation of the 15,075,097 own shares that as of 24 March 2026 have been repurchased by the Company by virtue of the repurchase authorisation granted by the Annual General Meeting of 2025. The reduction amount shall be allocated to unrestricted equity.
The resolution to reduce the share capital under this item (A) may be carried out without obtaining an authorisation from the Swedish Companies Registration Office as the Company simultaneously carries out a bonus issue, as set out under item (B) below, with the corresponding amount as the share capital is being reduced with, as set out above. Combined, these measures entail that neither the Company’s restricted equity nor its share capital is reduced.
B. Increase in share capital through bonus issue
With the purpose of restoring the share capital following the proposed reduction of the share capital as set out under item (A) above, the Board of Directors proposes that the Annual General Meeting simultaneously resolves to increase the share capital by way of a bonus issue with an amount of SEK 7,537,548.50, which corresponds to the amount that the share capital is reduced with by way of cancellation of own shares, as set out under item (A) above. The bonus issue shall be carried out without the issuance of new shares, through the amount being transferred from unrestricted equity.
The Board of Directors proposes that the Annual General Meeting resolves on items (A) and (B) above as a joint resolution.
The Board of Directors also proposes that the shareholders adopt a resolution at the Annual General Meeting granting the CEO, or an individual appointed by the CEO, the authority to make any minor adjustments to the shareholders' resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB, or due to any other statutory or regulatory requirements.
Item 20 – Resolution to adopt updated guidelines for remuneration to senior executives.
The Board of Directors proposes that the Annual General Meeting resolves to approve the following guidelines for determining salary and other remunerations to senior executives in Castellum, to be applicable until further notice. In relation to the current guidelines the proposal mainly entails an adjustment in light of the new business strategy adopted by Castellum's Board of Directors in November 2025.
The guidelines’ promotion of Castellum’s business strategy, long-term interests and sustainability
An overall objective of the operations of Castellum is to create long-term and sustainable value for shareholders and other stakeholders through profitable development in accordance with the Company’s business strategy. In short, the Company’s business strategy is that Castellum shall own, develop and manage commercial properties (for further information about Castellum's business strategy, please see https://www.castellum.com/about-castellum/strategy-and-value-creation/). Castellum shall uphold such remuneration levels and terms of employment necessary to recruit and maintain a competent Executive Management with capacity to achieve established objectives, implement the business strategy and to safeguard Castellum’s long-term interest, including its sustainability work. The Board of Directors considers and evaluates the remuneration as a whole, consisting of fixed remuneration, pension terms, variable remuneration and non-monetary benefits. The overall principles in respect of the remuneration to the senior executives in Castellum shall be terms adjusted to the conditions of the market and competitiveness and these guidelines enable to offer the senior executives such remuneration.
Preparation of matters regarding remuneration to senior executives
Castellum has a People Committee which consists of at least two Board members. The members of the People Committee shall be independent of the Company and the Executive Management. In relation to the Board of Directors, the People Committee shall have a preparatory function in respect of principles for remuneration, remuneration and other terms of employment regarding senior executives. Consequently, the People Committee shall prepare proposals in respect of guidelines for remuneration to senior executives, which the Board of Directors shall present to, and which shall then be resolved upon by the Annual General Meeting. The People Committee shall also evaluate the application of the guidelines resolved upon by the Annual General Meeting. Further, the People Committee shall, within the scope of the guidelines resolved upon by the Annual General Meeting, prepare proposals regarding remuneration to the CEO and other senior executives. The People Committee shall annually evaluate the CEO’s performance. Further, the People Committee shall observe and evaluate programs for variable remuneration to senior executives which are on-going or finished during the year as well as Castellum’s current remuneration structure and remuneration levels. Furthermore, the People Committee shall annually prepare a remuneration report which shall be submitted to the Annual General Meeting for approval. The CEO or other senior executives who are part of the Executive Management shall not participate in the People Committee’s and the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
The senior executives and kinds of remuneration to which the remuneration guidelines apply
The guidelines apply to senior executives who are part of the Executive Management of Castellum. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2026.
Fixed remuneration
A fixed salary shall be paid for work performed in a satisfactory manner. The fixed salary shall be based on market level conditions, and shall be determined with regard to competence, area of responsibility and performance.
Pension terms
Senior executives shall be entitled to pension benefits consisting of retirement pension and premium exemption, that shall be premium defined, and health insurance, that shall be benefit defined. Variable remuneration shall not be pension qualifying income, unless required by mandatory collective agreement provisions applicable for the senior executives at the payment date (in which case necessary adjustment shall be made of the variable remuneration so that cost neutrality is achieved for the Company). The pension benefits for senior executives shall not exceed 30 per cent of the annual remuneration (fixed and variable, respectively), including payment for vacation.
Variable remuneration
In addition to the fixed salary, variable remuneration may be offered in order to reward achievements clearly aligned with Castellum's goals. Such variable remuneration shall aim to create long-term value within the group, by contributing to Castellum’s business strategy and long-term interests, including its sustainability work. As part of the variable remuneration, cash variable remuneration may be paid in extraordinary circumstances, provided that such arrangements are made only at an individual level, as compensation for extraordinary work efforts. Decisions on such remuneration shall be made by the Board of Directors based on the recommendation of the People Committee. Total variable remuneration per year may not exceed 25 per cent of the fixed annual remuneration.
These guidelines do not apply to any remuneration resolved or approved by the General Meeting. Castellum currently has two ongoing long-term share-based incentive programs in the form of performance share programs, which have been adopted by the Annual General Meeting. For more information about these programs, see https://www.castellum.com/investors/corporate-governance/remuneration/.
Non-monetary benefits
The senior executives' non-monetary benefits may include, inter alia, medical insurance. For the CEO, premiums and other costs relating to such benefits may amount to not more than 2 per cent of the fixed annual remuneration. For other senior executives, premiums and other costs relating to such benefits may, in total, amount to not more than 5 per cent of the total fixed annual remuneration.
Termination of employment and severance pay
The notice period shall, upon termination by the Company, not exceed six months in respect of the CEO, and twelve months in respect of any other senior executive of the Company. The notice period shall, upon termination by the CEO or by any other senior executive of the Company, be six months. During the notice period full salary will be paid and other benefits will be provided to the employee, with deduction for salary and other remuneration received from another employment or business during the notice period. Such deduction shall not be made in respect of the CEO. A severance pay, corresponding to six fixed monthly salaries, shall be paid to the CEO upon termination by the Company. Such severance pay shall not be reduced due to other income received by the CEO.
Salary and employment conditions for employees
In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the People Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
Deviation from the guidelines for specific reasons in particular cases
The Board of Directors may temporarily resolve to deviate from the guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the Castellum’s long-term interests, including its sustainability work. As set out above, the People Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to deviate from the guidelines.
Shareholder’s views
The Board of Directors has not received any views from the shareholders on the existing guidelines for remuneration to senior executives.
Resolutions proposed by the Nomination Committee
The Nomination Committee, consisting of Johannes Wingborg, appointed by Länsförsäkringar Fondförvaltning (Chair of the Nomination Committee), Richard Torgerson, appointed by Nordea Funds, Göran Larsson, appointed by Gösta Welandson with company, and Ralf Spann, the Chair of the Board of Directors and representing Akelius Apartments Ltd, has made the following proposals:
Item 1 – Election of the Chair of the Annual General 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 seven 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 (2025 remuneration within brackets).
- The Chair of the Board of Directors: SEK 1,350,000 (SEK 1,350,000).
- Each of the other members of the Board of Directors: SEK 480,000 (SEK 480,000).
- Chair of the People Committee: SEK 105,000 (SEK 105,000).
- Each of the other members of the People Committee: SEK 75,000 (SEK 75,000).
- Chair of the Audit Committee: SEK 250,000 (SEK 250,000).
- Each of the other members of the Audit Committee: SEK 120,000 (SEK 120,000).
- Chair of the Investment and Sustainability Committee: SEK 105,000 (SEK 105,000).
- Each of the other members of the Investment and Sustainability Committee: SEK 75,000 (SEK 75,000).
- 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 Ralf Spann, Anna-Karin Celsing, Henrik Käll, Marita Loft, Leif Norburg, Knut Rost and Stefan Wallander are proposed to be re-elected as Board members. Ralf Spann is proposed to be elected as Chair of the Board of Directors.
More information concerning all members proposed for re-election 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 2027. Deloitte has announced that if the Annual General Meeting resolves to elect Deloitte as auditor, Harald Jagner will continue as the main responsible auditor.
Item 15 – Resolution on approval of updated instructions for the Nomination Committee.
The Nomination Committee proposes that the following instructions for the Nomination Committee shall be approved by the Annual General Meeting.
The instructions for the Nomination Committee shall apply until a resolution regarding change of the procedure for nominating the Nomination Committee is resolved by the General Meeting.
General information about the Nomination Committee
- Under the Swedish Corporate Governance Code (the "Code"), companies that are listed on a regulated market shall have a Nomination Committee that represents the Company's shareholders. The Nomination Committee is thus the body of the General Meeting for the preparation of certain appointment decisions to be taken by the General Meeting.
- Under the Code, the Nomination Committee shall prepare proposals on the matters set out below to be resolved upon at the Annual General Meeting (if applicable, at an Extraordinary General Meeting):
- proposal for the Chair of the General Meeting,
- proposal for the number of members of the Board of Directors,
- proposal for members of the Board of Directors,
- proposal for the Chair of the Board of Directors,
- proposal for remuneration to the members of the Board of Directors, distributed between the Chair of the Board of Directors and other members of the Board of Directors and remuneration for committee work,
- proposal for remuneration to the Company's auditors,
- proposal for auditors, and
- if relevant, proposal for any changes to the instructions for the Nomination Committee.
- The appointed Nomination Committee shall serve as the Nomination Committee until a new Nomination Committee has been appointed.
- No remuneration shall be paid to the members of the Nomination Committee.
- At the request of the Nomination Committee, Castellum shall provide the Nomination Committee with personnel resources, such as secretarial services, in order to facilitate the work of the Nomination Committee. Furthermore, the Company shall bear reasonable costs, e.g. for external consultants, which the Nomination Committee deems necessary in order to fulfil the Nomination Committee’s assignments.
Composition of the Nomination Committee
- The Nomination Committee shall be appointed by the Chair of the Board of Directors contacting the four largest shareholders (in terms of voting rights), registered in the share register kept by Euroclear Sweden AB as per the last business day in August each year or the largest otherwise known shareholders, and asking them to appoint one member each to the Nomination Committee. Should such a shareholder not wish to appoint a member, the next largest registered shareholder in terms of voting rights or otherwise known shareholders shall be asked, and so on.
- A major shareholder or group of shareholders shall be entitled to appoint one but not more members of the Nomination Committee.
- The appointed members shall constitute the Nomination Committee. The Chair of the Board of Directors of the Company shall be co-opted to the Nomination Committee and is responsible for convening the members to the first meeting of the Nomination Committee. The names of the members of the Nomination Committee and the names of the shareholders by whom they have been appointed shall be announced no later than six months prior to each Annual General Meeting.
- Unless the members of the Nomination Committee have unanimously agreed otherwise, the member appointed by the largest shareholder shall be the Chair of the Nomination Committee.
- A member of the Nomination Committee shall, before accepting the assignment, carefully consider whether any conflict of interest or other circumstance exists that makes it inappropriate to serve on the Nomination Committee.
Changes to the composition of the Nomination Committee
- If, more than three months prior to the Annual General Meeting, a new shareholder passes (in terms of voting rights) one of the shareholders in the list of shareholders that have appointed a member of the Nomination Committee, this shareholder may contact the Chair of the Nomination Committee and request the appointment of a member of the Nomination Committee. In such an event, the member appointed by the shareholder with the lowest number of votes shall resign from the Nomination Committee.
- Shareholders who have appointed a member to the Nomination Committee shall be entitled to dismiss such member and appoint a new representative as a member of the Nomination Committee.
- Changes to the composition of the Nomination Committee shall be announced as soon as they occur.
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 16,133,500 own shares.
Majority rules
Resolutions in accordance with the Board of Directors’ proposals regarding items 17–19 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.
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 Torsgatan 26, floor 2, 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 31 March 2026. The auditor’s statement according to item 6 (b), as well as other proposals, and related documents, regarding items 17–20 will be available at the Company’s head offices (please see the adresses above) and on the Company’s website no later than 8 April 2026. 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 March 2026
CASTELLUM AKTIEBOLAG
The Board of Directors