Notice convening the Extraordinary General Meeting of Castellum Aktiebolag
The shareholders of Castellum Aktiebolag, Corporate ID No. 556475-5550 ("Castellum" or the "Company") are hereby given notice to attend the Extraordinary General Meeting to be held on Wednesday, 14 October 2026, at 10 a.m. CEST at Castellum’s head office at Torsgatan 26, Stockholm. The entrance opens at 09.30 a.m. CEST.
The Board of Directors has decided, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act (Sw. aktiebolagslagen) and the Company’s Articles of Association, that shareholders that do not want to, or cannot, attend the Extraordinary General Meeting in person can exercise their voting rights by postal voting. Consequently, shareholders may choose to exercise their voting rights at the Extraordinary General Meeting by attending in person, through a proxy or by postal voting. No food will be served at the meeting.
Notification etc.
A) Attending the meeting venue in person
A person who wishes to attend the meeting venue in person or by proxy must
- be registered as a shareholder in the share register kept by Euroclear Nordics AB by Tuesday, 6 October 2026; and
- give notice of participation in the Extraordinary General Meeting no later than Thursday, 8 October 2026. Notification of participation at the Extraordinary General Meeting can be made by post to Castellum Aktiebolag, "Extraordinary General Meeting", c/o Euroclear Nordics AB, Box 191, SE-101 23 Stockholm, by phone at +46 8–401 43 76, or through Euroclear Nordics AB’s website, https://www.euroclear.com/sweden/generalmeetings/. The notification must state name/business name, social security number/corporate identification number, address and telephone number.
For those who wish to be represented by a proxy, a written and dated power of attorney signed by the shareholder must be attached to the notification and presented at the meeting. A form of proxy is available on Castellum’s website, www.castellum.com. If the shareholder is a legal person, a copy of the registration certificate, or if such document does not exist, other corresponding authorisation documentation must be attached.
B) Participation by postal voting
A person who wishes to participate in the Extraordinary General Meeting by postal voting must
- be registered as a shareholder in the share register kept by Euroclear Nordics AB by Tuesday, 6 October 2026; and
- give notice of participation in the Extraordinary General Meeting no later than Thursday, 8 October 2026, by submitting a postal voting form in accordance with the instructions below, so that the postal vote is received by Euroclear Nordics AB no later than that day.
A person who wishes to attend the meeting venue in person or by proxy, must give notice in accordance with the instructions stated under A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue.
A special form shall be used for postal voting. The form is available on the Company’s website, www.castellum.com. The completed and signed form may be sent by post to Castellum Aktiebolag, ”Extraordinary General Meeting”, c/o Euroclear Nordics AB, Box 191, SE-101 23 Stockholm, or by email to GeneralMeetingService@euroclear.com (state “Castellum Aktiebolag – postal voting” in the subject line). The completed and signed form must be received by Euroclear Nordics AB no later than Thursday, 8 October 2026. Shareholders may also submit the postal vote electronically by verifying with BankID via Euroclear Nordics AB’s website, https://www.euroclear.com/sweden/generalmeetings/.
Shareholders may not provide specific instructions or conditions in the voting form. If so, the postal vote, in its entirety, is invalid. Further instructions and conditions are included in the form for postal voting.
If the shareholder postal votes by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A form of proxy is available on Castellum’s website, www.castellum.com. If the shareholder is a legal person, a registration certificate or other corresponding authorisation document must be attached to the form.
Nominee-registered shares
In order to be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register its shares in its own name so that it is registered as a shareholder in the share register kept by Euroclear Nordics AB by Tuesday, 6 October 2026. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time as decided by the nominee. Voting rights registrations that have been made no later Thursday, 8 October 2026 will be taken into account in the presentation of the share register.
Right for shareholders to receive information
Shareholders are reminded of their right to receive information from the Board of Directors and the CEO at the Extraordinary General Meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act in respect of information regarding circumstances that may affect the assessment of an item on the agenda. The Board of Directors and the CEO shall provide such information at the Extraordinary General Meeting, provided that they consider that it may be done without significant harm to Castellum. Shareholders wishing to submit questions in advance may do so by sending an email to stamma@castellum.se.
Items
- Opening of the meeting and election of the Chair of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the Extraordinary General Meeting has been duly convened.
- Resolution to grant the Board of Directors the authority to resolve on acquisitions and transfers of the Company’s own shares.
- Resolution on (A) reduction of the share capital through cancellation of own shares and on (B) an increase of the share capital through a bonus issue.
- Closing of the Extraordinary General Meeting.
Resolutions proposed by the Board of Directors
Item 1 – Election of the Chair of the Extraordinary General Meeting.
The Board of Directors proposes the attorney Tilda Rosengren to preside as Chair of the Extraordinary General Meeting.
Item 6 – Resolution to grant the Board of Directors the authority to resolve on acquisitions and transfers of the Company’s own shares.
Objective
In order to allow the Company 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 acquisition agreements, alternatively to raise capital for such investments and/or acquisitions, the Board of Directors proposes that the Extraordinary General Meeting resolves to authorise the Board of Directors, until the next Annual General Meeting, to resolve on the acquisition and transfer of the Company's own shares in accordance with what is stated below. It is noted that the objective of the authorisation does not allow the Company to trade with its own shares for the short-term purpose of making a profit. At the time of this proposal, the Company holds 47,040,587 own shares.
Authorisation to resolve on the acquisition of own shares
The Board of Directors is authorised, until the next Annual General Meeting, to resolve on the acquisition of the Company's own shares as follows:
1. Acquisitions of shares may be carried out only to the extent that the Company, after each acquisition, will hold a maximum of ten per cent (10%) of all shares issued by the Company.
- Acquisitions shall be carried out through trading on the Nasdaq Stockholm stock exchange (the "Stock Exchange").
- Acquisitions on the Stock Exchange may only be carried out at a price per share, which is within the registered price level at the time and the price per share may not be higher than the higher of the price of the last independent trade and the highest current purchase bid on the Stock Exchange, and otherwise in accordance with the rules regarding the price for repurchase of own shares set out in Nasdaq Stockholm's Rulebook for Issuers of Shares.
2. Acquisitions may also take place through an acquisition offer addressed to all shareholders, whereby the acquisition shall take place at a price which at the time of the resolution corresponds to not less than the registered price level and a maximum of 150 percent of the applicable registered price level on the Stock Exchange price.
3. Payment of the shares shall be made in cash.
4. Acquisitions of shares may be carried out on one or several occasions.
Authorisation to resolve on the transfer of own shares
The Board of Directors is authorised, until the next Annual General Meeting, to resolve on the transfer of the Company's own shares as follows:
- All shares held by the Company may be transferred.
- Transfer of shares may be carried out on the Stock Exchange or in any other way with deviation from the shareholders’ preferential rights.
- Shares may only be transferred on the Stock Exchange at a price per share which is within the registered price level at the time, meaning the range between the highest purchase price and the lowest selling price prevailing and published by the Stock Exchange from time to time.
- Payment for the transferred shares shall be made out in cash, contribution in kind, through set-off against a claim on the Company or shall otherwise be made according to set conditions.
- Transfer of shares may be carried out on one or several occasions. The reason for deviating from the shareholders’ preferential rights and the rationale behind the selling rate is to obtain the best possible conditions for the Company.
Item 7 – Resolution on (A) a reduction of the share capital through cancellation of own shares and on (B) an increase of the share capital through a bonus issue.
A. Reduction of share capital through cancellation of own shares
The Board of Directors proposes that the Extraordinary General Meeting resolves to reduce the Company's share capital by an amount of SEK 24,005,224.608178 by way of cancellation of the 46,541,184 own shares that as of 16 September 2026 have been repurchased by the Company under its share buy-back programs. The reduction amount shall be allocated to unrestricted equity.
The resolution to reduce the share capital under this item (A) may be carried out without obtaining an authorisation from the Swedish Companies Registration Office as the Company simultaneously carries out a bonus issue, as set out under item (B) below, with the corresponding amount as the share capital is being reduced with, as set out above. Combined, these measures entail that neither the Company’s restricted equity nor its share capital is reduced.
B. Increase in share capital through bonus issue
With the purpose of restoring the share capital following the proposed reduction of the share capital as set out under item (A) above, the Board of Directors proposes that the Extraordinary General Meeting simultaneously resolves to increase the share capital by way of a bonus issue with an amount of SEK 24,005,224.608178, which corresponds to the amount that the share capital is reduced with by way of cancellation of own shares, as set out under item (A) above. The bonus issue shall be carried out without the issuance of new shares, through the amount being transferred from unrestricted equity.
The Board of Directors proposes that the Extraordinary General Meeting resolves on items (A) and (B) above as a joint resolution.
The Board of Directors also proposes that the shareholders adopt a resolution at the Extraordinary General Meeting granting the CEO, or an individual appointed by the CEO, the authority to make any minor adjustments to the shareholders' resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Nordics AB, or due to any other statutory or regulatory requirements.
Other information
Number of shares and votes
At the date of this notice, there are in total 477,526,355 shares and votes in the Company. The Company holds 47,040,587 own shares.
Majority rules
Resolutions in accordance with the Board of Directors’ proposals regarding items 6-7 of the agenda are only valid if supported by shareholders holding at least two thirds (2/3) of both the votes cast as well as the shares represented at the Extraordinary General Meeting.
Documentation
The documents relating to the proposals under items 6-7 will be available at the Company’s head offices at Torsgatan 26, floor 2, Stockholm and Lilla Bommen 5 C, Gothenburg, and on the Company’s website, www.castellum.com no later than 23 September 2026. Otherwise, complete proposals can be found under each item in this notice.
The documents are considered presented by being held available at the Company’s head offices and on the Company’s website, www.castellum.com. The above documents will, as from the day they are available, be sent to shareholders, who have stated their postal address, upon request.
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 September 2026
CASTELLUM AKTIEBOLAG
The Board of Directors
About Castellum
Castellum is a Swedish property company that owns, manages, and develops commercial properties in growth cities. As of 30 June 2026, the property value amounted to approximately SEK 134 Bn. The company is listed on Nasdaq Stockholm Large Cap and is classified as green under the Green Equity Designation. Castellum is the only Swedish property company included in the Dow Jones Sustainability Indices (DJSI).
Beyond expectations.
www.castellum.com