(Información remitida por la empresa firmante)
Each of the other members of the People Committee: SEK 75,000(SEK 75,000).Chair of the Audit Committee: SEK 220,000(SEK 220,000).
Each of the other members of the Audit Committee: SEK 105,000(SEK 105,000).
A member of the Board of Directors who is employed by the Company shall not receive remuneration.
It is proposed that the auditor’s fee shall be paid upon approval of its invoices.
Item 14 – Election of members of the Board of Directors and Chair of the Board of Directors.
The existing Board members Per Berggren, Anna-Karin Celsing, Henrik Käll, Joacim Sjöberg and Leiv Synnes are proposed to be re-elected as Board members. Further, Louise Richnau and Ann-Louise Lökholm-Klasson are proposed to be elected as new Board members.
Per Berggren is proposed to be elected as Chair of the Board of Directors.
Louise Richnau was born in 1966 and has a Master of Science in Engineering from KTH and CEFA and CESGA certificates and has worked in the real estate sector for the last 30 years covering investments, transactions, financing, establishment of new business areas, and sustainability issues. Louise Richnau has previous experience from the AP funds (1-3), operating in a listed environment (Drott Riks AB) and most recently from the partner owned financial advisor, Nordanö. Louise Richnau has also been responsible for the establishment of Brunswick Real Estate Capital, the first Nordic institutional real estate credit fund (today Niam Credit), which she left in 2019. Today, Louise Richnau works in her own company, primarily with her own investments, often in an advisory capacity or board assignments. Louise Richnau is also a board member of STING’s (Stockholm Innovation & Growth) funds, Sunna Group et al.
Ann–Louise Lökholm-Klasson was born in 1971 and has been the CEO of Sweco Sverige AB since 2018. Sweco is the leading engineering and architecture consultancy firm in Europe, with more than 6,000 experts in social development in Sweden. Ann-Louise has a background of being manager and leader at Ericsson and has held various senior positions within the Sweco Group. Among other things, she has been responsible for acquisition integration, thereby leading the integration of several acquisitions. She has also been a manager for facility and installation services in real estate and thus possesses knowledge of how digital services to real estate companies can lead to lower carbon footprints, more efficient use of buildings and lower management costs. Ann-Louise sits on the Board of Innovation Businesses, Bemsiq and has previously served on the Board of the Swedish Green Building Council from 2014–2019.
More information concerning all members proposed for re-election and new election is available on the Company’s website, www.castellum.com.
Item 15 – Election of auditor.
Ahead of the Annual General Meeting 2023, the Audit Committee has carried out a procurement of audit firms and 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 2024. 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 16 – 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
1. 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.
2. 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):
a) proposal for Chair of the General Meeting,
b) proposal for the number of members of the Board of Directors,
c) proposal for members of the Board of Directors,
d) proposal for Chair of the Board of Directors,
e) 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,
f) proposal for remuneration to the Company’s auditors,
g) proposal for auditors, and
h) if relevant, proposal for any changes to the instructions for the Nomination Committee.
3. The appointed Nomination Committee shall serve as the Nomination Committee until a new Nomination Committee has been appointed.
4. No remuneration shall be paid to the members of the Nomination Committee.
5. 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
1. The Nomination Committee shall be appointed by the Chairman 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.
2. A major shareholder or group of shareholders shall be entitled to appoint one but not more members of the Nomination Committee. If the Chairman of the Board of Directors of the Company is employed by or is otherwise not independent in relation to one of the shareholders that is entitled to appoint a member of the Nomination Committee, that shareholder shall not have the right to appoint a member. In such an event, the Chairman of the Company’s Board of Directors shall then be deemed to be appointed by that shareholder.
3. The appointed members, together with the Chairman of the Board of Directors of the Company, who is the convening member, shall constitute 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.
4. Unless the members of the Nomination Committee have agreed otherwise, the member appointed by the largest shareholder shall be the Chairman of the Nomination Committee. The Chairman of the Nomination Committee shall have the casting vote in the event that votes are equal.
5. 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.
6. The members of the Nomination Committee are subject to a confidentiality obligation regarding Castellum’s business and this obligation shall, at the Company’s request, be confirmed by the members by signing a confidentiality undertaking.
Changes to the composition of the Nomination Committee
(CONTINUA)