EUR 1000.00 For Business Accounts Only

Castellum - AGM 25 March 2021

We note that as a result of the Covid-19 pandemic the AGM will be held as an electronicmeeting only. Consequently, it will not be possible to attend the AGM in person.

Under ITEM 10 there are two proposals for the composition of the board of directors tabulated. Shareholders can choose to EITHER vote for one of the two proposals OR vote for individual members of the board of directors separately.

The nomination committee proposes that the board of directors shall consist of seven members and that Mr. Per Berggren, Ms. Christina Karlsson Kazeem, Mr. Zdravko Markovski and Mr. Joacim Sjöberg shall be re-elected and that Mr. Rutger Arnhult, Ms.Anna Kinberg Batra and Ms. Anna-Karin Celsing will be elected as new members.

As set out in the press release by Castellum on December 29, 2020, the members of the nomination committee, Mr. Vincent Fokke and Ms. Charlotte Strömberg do NOT support the nomination committee’s proposal to nominate Mr. Rutger Arnhult as the Chairman of the board of Castellum and have made a reservation against that proposal. They propose that the board of directors shall consist of seven members and that Mr. Per Berggren, Ms. Anna-Karin Hatt, Mr. Christer Jacobson, Ms. Christina Karlsson Kazeem, Ms. Nina Linander, Mr. Zdravko Markovski and Mr. Joacim Sjöberg shall be re-elected as board members. Mr. Per Berggren is proposed as new Chairman of the board of directors. Ms. Charlotte Strömberg has declined re-election.

Although the (proposed) composition of the board of directors of the nomination committee would meet our guidelines in terms of independent directors and gender diversity, we share the concerns presented by the alternate proposal. Even though we note that Mr. Rutger Arnhult will resign as CEO of Klövern as well as resign as a member of the board of directors in Corem and Klövern, he will (likely) remain closely engaged in competing businesses (as a shareholder in these companies). We agree with the alternate proposal that this is not to the benefit of all shareholders in Castellum. We furthermore endorse the alternate proposal’s argument that it would be disproportionate to Rutger Arnhult’s economic interest in Castellum (17%) if he is allowed to appoint two or even more representatives on the board, including the Chairman. In view of the above, we (strongly) prefer the alternate proposal instead of the nomination committee’s proposal. 

Under ITEM 14 approval of the Company's first remuneration report is sought. In our view, the  Company’s executive compensation in the year under review has been fair. The annual base salary is in line with Swedish market practice. The outcome of the STI appears to be reasonably in line with the company performance (see also ITEM 7 above). Total variable remuneration furthermore was predominantly LT oriented with the LTI (109% of annual base salary) in excess of the STI (36% of annual base salary). Accordingly, we recommend to vote FOR.