Castellum Aktiebolag has held an Annual General Meeting (the "Meeting") on Thursday, 23 March 2023. The Meeting resolved in all parts in accordance with the Board of Directors' and the Nomination Committee's proposals to the Meeting.
Adoption of the income statement and the balance sheet
The Meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2022.
Dividend
The Meeting resolved that no dividend is to be distributed.
Articles of association
The Meeting resolved to amend the Articles of Association for the purpose of adjusting the limits of the share capital and the number of shares in the Articles of Association in light of the Board of Directors' proposal to authorise the Board of Directors to resolve upon a rights issue with preferential rights for the shareholders. Further, the Meeting resolved to amend the Articles of Association so that a General Meeting, in addition to being able to be held in Gothenburg, may also be held in Stockholm.
Board of Directors
The Meeting discharged the members of the Board of Directors and the CEO from liability for the financial year 2022.
The Meeting resolved that the Board of Directors shall consist of six members and resolved to re-elect Per Berggren, Anna-Karin Celsing, Henrik Käll and Leiv Synnes as well as to elect Louise Richnau and Ann-Louise Lökholm-Klasson as members of the Board of Directors for the period up until the end of the next Annual General Meeting. Per Berggren was elected as Chair of the Board of Directors.
Remuneration to the Board of Directors
The Meeting resolved that the remuneration to the members of the Board of Directors shall be the following:
- The Chair of the Board of Directors: SEK 1,110,000.
- Each of the other members of the Board of Directors: SEK 450,000.
- Chair of the People Committee: SEK 100,000.
- Each of the other members of the People Committee: SEK 75,000.
- Chair of the Audit Committee: SEK 220,000.
- Each of the other members of the Audit Committee: SEK 105,000.
- A member of the Board of Directors who is employed by the company shall not receive remuneration.
Auditor
The Meeting resolved to elect Deloitte as Castellum's auditor until the end of the Annual General Meeting 2024. Deloitte has announced that Harald Jagner will continue as the main responsible auditor. It was resolved that the auditor’s fee shall be paid upon approval of its invoices.
Instructions for the Nomination Committee
The Meeting resolved to adopt an updated instruction for the Nomination Committee.
Remuneration report
The Meeting resolved to approve the Board of Directors’ remuneration report.
Authority for the Board of Directors to resolve on an issue of new shares, either applying or disapplying shareholders' preferential rights
The Meeting resolved to grant the Board of Directors the authority, during the period until the next Annual General Meeting, to resolve on new share issues, on one or several occasions, with or without deviation from the shareholders' preferential rights and that shares 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.
Authority for the Board of Directors to resolve on an issue of new shares, applying the shareholders' preferential rights
The Meeting resolved to grant the Board of Directors the authority, during the period until the next Annual General Meeting, to resolve on new share issues, on one or several occasions, with preferential rights for the shareholders, for the purpose of strengthening the company's financial position. The total number of shares that may be issued by virtue of the authorisation shall amount to the number of shares that corresponds to issue proceeds of approximately SEK 10 billion.
Authority for the Board of Directors to resolve on acquisitions and transfers of the company's own shares
The Meeting resolved to grant the Board of Directors the authority, during the period until the next Annual General Meeting, to resolve on acquisitions and transfers of own shares, on one or several occasions. Such acquisitions and transfers of own shares may be resolved upon in order 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 agreements on acquisition of real property, alternatively to raise capital for such investments and/or acquisitions. Acquisitions of shares may be carried out only to the extent that the company, after each acquisition, will hold a maximum of ten percent (10%) of all shares issued by the company. Transfers of the company's own shares may be made with deviation from the shareholders' preferential rights.
Reduction of the share capital by way of cancellation of Castellum's own shares
The Meeting resolved to reduce Castellum's share capital by an amount of SEK 8,665,500 by way of cancellation of 17,331,000 own shares held by Castellum. The reduction amount shall be allocated to unrestricted equity. The resolution to reduce the share capital by way of cancellation of own shares is conditional upon the Board of Directors utilising the authorisation for the Board of Directors to resolve upon a rights issue as resolved by the Meeting.
For further information, please contact:
Per Berggren, Chair of the Board of Directors, Castellum Aktiebolag, +46 70-553 80 48
Joacim Sjöberg, CEO, Castellum Aktiebolag, +46 8-503 052 00
The complete proposals regarding the abovementioned resolutions of the Meeting are available at Castellum's website, www.castellum.se.
