Castellum Aktiebolag has held an Annual General Meeting (the "Meeting") on Tuesday, 7 May 2024. 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 2023.
Dividend
The Meeting resolved that no dividend is to be distributed.
Board of Directors
The Meeting discharged the members of the Board of Directors and the CEOs from liability for the financial year 2023.
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, Louise Richnau, Ann-Louise Lökholm-Klasson and Pål Ahlsén 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 and Louise Richnau was elected as Vice 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 1,150,000.
- The Vice Chair of the Board of Directors: SEK 665,000.
- Each of the other members of the Board of Directors: SEK 465,000.
- The Chair of the People Committee: SEK 100,000.
- Each of the other members of the People Committee: SEK 75,000.
- The Chair of the Audit Committee: SEK 240,000.
- Each of the other members of the Audit Committee: SEK 110,000.
- 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 2025. 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.
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 and/or convertibles, 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 and/or convertibles, 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 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 an acquisition agreement, 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.
Implementation of a long-term performance share program (Performance Share Program 2024/2027) and authority 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 Meeting resolved to (A) implement Performance Share Program 2024/2027 and (B) grant the Board of Directors the authority to resolve on the acquisition and transfer of a maximum of 172,000 shares in Castellum. 132,270 shares may be transferred to the participants in the Performance Share Program 2024/2027 and 39,730 shares 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 under the Performance Share Program 2024/2027.
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.com.
