Summons to Extraordinary General Meeting of shareholders in Castellum AB (publ)

The shareholders of Castellum AB (publ), Reg. No. 556475-5550, are hereby summoned to the Extraordinary General Meeting to be held on Monday, December 21, 2020.

In the light of the ongoing corona pandemic and in order to minimize any risk of spreading of the corona virus, the Board of Directors has decided that the Extraordinary General Meeting is to be held only through advance voting (postal voting) in accordance with temporary legis­lation. This means that the Extraordinary General Meeting will be conducted without the phys­ical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the Extra­ordin­ary General Meeting in the manner described below.

Notification etc
Shareholders who wish to attend the Extraordinary General Meeting by postal voting must be registered as shareholders in the share register kept by Euroclear Sweden AB by Friday, December 11, 2020 and must also announce their intention to attend the Extraordinary Gen­eral meeting no later than Friday, December 18, 2020, by having submitted an advance vot­ing form in accordance with the instructions in the section “Advance voting” below, so that the advance vote is received by Euroclear Sweden AB no later than that day. Please note that notification to the Extraordinary General Meeting can only be made by postal voting.

Nominee-registered shares

In order to be entitled to participate in the Extraordinary General Meeting, shareholders who have registered their shares in the name of a nominee must, in addition to announcing their intention to participate in the Extraordinary General Meeting by submitting an advance vote, request that their shares be registered in their own name so the shareholder is entered into the register of shareholders by Friday, December 11, 2020. This registration may be tem­p­orary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in advance as determined by the nominee. Voting right registrations completed no later than the second business day following Friday, Decem­ber 11, 2020, are considered when preparing the shareholder register.

Advance voting

The shareholders may exercise their voting rights at the Extraordinary General Meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for advance voting. The form is available on Castellum’s website, www.castellum.se. The advance voting form is considered as the notification of participation at the Extraordinary General Meeting.

The completed and signed voting form must be received by Euroclear Sweden AB no later than Friday, December 18, 2020. The completed and signed form shall be sent to Castellum AB (publ), ”Extraordinary General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. The completed form may alternatively be submitted by email and is then to be sent to GeneralMeetingService@euroclear.com (state “Castellum AB – advance voting” in the subject line). Shareholders who are natural persons can also submit their advance votes electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/. Such electronic votes must be submitted no later than Friday, December 18, 2020.

The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

Proxies

If the shareholder votes in advance by proxy, a written and dated power of attorney signed by the shareholder must be attached to the advance voting form. Form of proxy is available on Castellum’s website, www.castellum.se. If the shareholder is a legal person, a registration cer­tificate or other authorization document must be attached to the form.

Documentation

The proposal regarding item 6 below is available at the company’s office at Östra Hamngatan 16, Gothenburg, and will be sent to shareholders upon request, provided that such shareholder states a postal address. The document will also be available on the company’s website www.castellum.com and will be presented at the Extraordinary General Meeting.

Number of shares and votes

There are in total 277,262,911 shares and votes in the company. At the date of this summons, the company holds 170,203 own shares.

Items

1. Election of Chairman 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. Consideration if the Extraordinary General Meeting has been duly convened.
6. Resolution regarding authorization for the Board of Directors to resolve on new share issues.

Proposals for resolution

Item 1
The Board of Directors proposes the lawyer Johan Ljungberg to preside as Chairman of the Extraordinary General Meeting, or, to the extent he is prevented, the person that the Board of Directors appoints instead.

Item 2

The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the shareholders’ register and advance votes received, and verified by the person elected to verify the minutes.

Item 4

The Board of Directors proposes Mats Gustafsson representing Lannebo Fonder or, if he is pre­vented, the person appointed by the Board of Directors, as the person to verify the minutes. The assignment to verify the minutes also includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the Extraordinary General Meeting.

Item 6

The Board of Directors proposes that the Extraordinary General Meeting resolves to authorize the Board of Directors to, on one or several occasions prior to the next Annual General Meeting, resolve on new share issues with the right and obligation to be paid by contribution in kind, consisting of shares in Entra ASA, to Castellum by reason of Castellum’s public takeover offer for all shares in Entra ASA.

The Board of Directors, or anyone appointed by the Board of Directors, shall be authorized to make such minor adjustments of the resolution that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Miscellaneous
The Board of Directors and the CEO shall, if any shareholder so requests, and the Board of Directors believes that it can be done without significant harm to the company, provide infor­mation regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to Castellum no later than ten days prior to the Extraordinary Gen­eral Meeting, i e no later than December 11, 2020, to Castellum AB, “Extraordinary General Meeting”, Box 2269, SE-403 14 Gothenburg, Sweden, or by email to info@castellum.se. The information is provided by being made available on Castellum’s website, www.castellum.se, and at Castellum’s head office, Östra Hamngatan 16, Gothenburg, Sweden, no later than five days prior to the Extraordinary General Meeting, i e no later than December 16, 2020. The information is also sent to shareholders who so request and provide its postal address or email.

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 November 2020
CASTELLUM AB (publ)
The Board of Directors