Författare: olivia

Notice to attend the Annual General Meeting of Shareholders of 2024

Posted on by olivia

The shareholders of Arise AB are hereby given notice to attend the Annual General Meeting (”AGM”) on Tuesday May 7, 2024 at 11.00 a.m. at Hotel Tylösand, Tylöhusvägen 28, SE-302 73 Halmstad.

Notification

Shareholders wishing to attend the AGM must be recorded in the company’s share register kept by Euroclear Sweden AB as of Friday April 26, 2024 and, further, no later than on Tuesday April 30, 2024, preferably before 4.00 p.m., inform Arise of their and, when applicable, the number of advisors’ intention to attend the meeting, by email to info@arise.se. Such notification can also be given by mail to Arise AB, Bolagsstämma, P.O. Box 808, SE-301 18 Halmstad, Sweden.

Notification should include the shareholder’s name, address, telephone number, personal or corporate identity number, registered shareholding and, when applicable, information on the number of advisors. Notification and particulars of any proxy and advisors will be registered with Arise to provide the basis for the voting list. Shareholders represented by proxy must issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of registration certificate or equivalent document for the legal entity shall be presented. Any power of attorney shall be in writing and submitted no later than at the AGM, but preferably before that by sending a copy thereof. The validity period of any power of attorney may be no longer than five years if set out specifically. If no validity period is specified, the power of attorney is valid for no more than one year. A template power of attorney can be found at the company’s website (www.arise.se) and at the head office in Halmstad, Kristian IV:s väg 3, and will be sent to shareholders who request it and state their address.

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the AGM, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called ”voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Tuesday 30 April, 2024. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

Accounting documents and complete proposals

Accounting documents, audit report, the Board’s remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, complete proposals for decisions, the Board of Directors’ statement pursuant to Chapter 18 Section 4 and  Chapter 19 Section 22 of the Swedish Companies Act and other documents for the AGM are presented by keeping them available at the company’s head office in Halmstad and at the company’s website (www.arise.se) no later than three weeks before the AGM and will upon request be sent to shareholders who state their address. Copies of the documents will also be available at the AGM.

 

This document is an unofficial translation of the corresponding Swedish document. In the event of any discrepancies between the text contained in this document and the Swedish document, the latter shall prevail.

Duty of disclosure at the AGM

Shareholders are reminded of their right to request that the Board and the CEO provide information pursuant to Chapter 7 Section 32 of the Swedish Companies Act.

 

Agenda
 

  1. Opening of the General Meeting
  2. Election of Chairman of the General Meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to verify the minutes
  6. Consideration of whether the General Meeting has been duly convened
  7. Report on work carried out by the Board of Directors and its standing committees
  8. Address by the CEO
  9. Presentation of the Annual Report and Audit Report for 2023 and the Consolidated Annual Report and Consolidated Audit Report for 2023 as well as the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives
  10. Resolution on adoption on the profit and loss statement and balance sheet, as well as the consolidated profit and loss statement and consolidated balance sheet
  11. Resolution on distribution of the company’s results
  12. Resolution on Board of Directors’ and the CEO’s discharge from liability
  13. Determination of the number of members of the Board of Directors as well as the number of auditors and deputy auditors
  14. Determination of remuneration for the members of the Board of Directors and the auditor
  15. Election of members of the Board of Directors and auditor
  16. Instruction for the Nomination Committee
  17. Approval of remuneration report
  18. Resolution on guidelines for remuneration to senior executives
  19. Resolution on (A) reduction of the share capital by way of cancellation of own shares and (B) increase of the share capital by way of a bonus issue
  20. Authorization for issues of ordinary shares, preference shares and convertibles
  21. Authorization for acquisition of own ordinary shares
  22. Authorization for divestment of own ordinary shares
  23. Closing of the General Meeting

 

Proposed resolutions
Item 1: Election of Chairman of the General Meeting

The Nomination Committee, which has consisted of Johan Claesson (chairman), representing his own holdings and through company, Lars Hagerud, representing AltoCumulus Asset Management, Peter Lundkvist, representing Tredje AP-fonden, Marcus Neckmar, representing Andra AP-fonden, and the chairman of the Board of Directors, Joachim Gahm, proposes that attorney Jonas Frii is appointed Chairman of the AGM.

 

Item 10: Resolution on distribution of the company’s results

The Board proposes that the AGM resolves that a dividend of SEK 1.20 per share shall be paid. The proposed record date for the dividend is Friday May 10, 2024. The dividend is expected to be paid through Euroclear Sweden AB on Wednesday May 15, 2024.

 

Item 12: Determination of the number of members of the Board of Directors as well as the number of auditors and deputy auditors

The Nomination Committee proposes that five ordinary board members are elected for the period until the next AGM. The Nomination Committee further proposes that one registered public accounting firm, without deputy, is appointed as auditor for the period until the next AGM.

 

Item 13: Determination of remuneration for the members of the Board of Directors and the auditor

The Nomination Committee proposes that total remuneration for the Board and its Committees shall be paid with a maximum of SEK 2,372,500 (SEK 2,280,000 previous year). SEK 765,000 is remuneration to the Chairman of the Board and SEK 312,000 is remuneration to every other member of the Board who is not employed by the company. SEK 297,000 in total is proposed to be paid in remuneration for work in the Audit Committee (of which the Chairman receives SEK 120,000 and every other member SEK 88,500), and SEK 62,500 in total is proposed to be paid for work in the Remuneration Committee (of which the Chairman receives SEK 62,500).
It is noted that the possibility for board members to invoice board remuneration is very limited. However, if taxable conditions allow for invoicing and if invoicing is cost-neutral for Arise, it is proposed that the board members shall be able to invoice his or her remuneration through a company. If a board member invoices board remuneration through a company, the remuneration shall be adjusted for social security contributions and value added tax according to law, so that cost neutrality for Arise is achieved.

 

It is further proposed, in accordance with the recommendation from the Audit Committee, that remuneration for the auditor should be paid according to customary norms and approved invoice.

 

Item 14: Election of members of the Board of Directors and auditor

The Nomination Committee proposes that Joachim Gahm, Johan Damne, Eva Vitell, Mikael Schoultz and P-G Persson are re-elected as ordinary board members. Furthermore, it is proposed that Joachim Gahm is re-elected as Chairman of the Board.
Information on the board members who are proposed for re-election can be found in the Annual Report and at the company’s website (www.arise.se).

 

At the AGM held 2023, the registered public accounting firm Öhrlings PricewaterhouseCoopers AB was elected as the company’s auditor for the period until the end of the first AGM held after 2023. The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered public accounting firm Öhrlings PricewaterhouseCoopers AB is re-elected as the company’s auditor for the period until the end of the first AGM held after 2024. Öhrlings PricewaterhouseCoopers AB has informed that the authorized public accountant Ulrika Ramsvik will continue to be appointed as the principal auditor.

 

Item 15: Instruction for the Nomination Committee

Appointment of the Nomination Committee will take place before coming elections and payment of remuneration. It is proposed that the Nomination Committee should consist of five members, representing the four largest shareholders at the beginning of October together with the Chairman of the Board. Remuneration will not be paid to the members of the Nomination Committee.

 

Item 16: Approval of remuneration report  

The Board proposes that the AGM resolves to approve the Board’s remuneration report for the financial year 2023.

 

Item 17: Resolution on guidelines for remuneration to senior executives

The Board proposes that the AGM resolves on the adoption of the following guidelines regarding salaries and other conditions for the persons who are part of the group management of Arise, including the Managing Director, hereinafter jointly referred to as ”senior executives”. The guidelines also encompass any remuneration to members of the Board of Directors, in addition to board remuneration.

 

These guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the AGM 2024. These guidelines do not apply to any remuneration resolved by the General Meeting, such as e.g. board remuneration and share-based incentive programs.

 

Fundamental principles

Arise is a leading and independent company that realizes new green energy. The company explores, constructs, divests, and manages renewable electricity production. For more information about the company’s business strategy, please refer to Arise’s latest Annual Report and website, www.arise.se.

 

A successful implementation of Arise’s business strategy and safeguarding of Arise’s long-term interests, including its sustainability, require that the company is able to recruit and retain highly competent senior executives with a capacity to achieve set goals. In order to achieve this, Arise must offer a competitive total remuneration on market terms, which these guidelines enable.

 

The remuneration shall be competitive and on market terms, and may consist of the following components: fixed salary, variable cash remuneration, pension benefits and other benefits. For the individual senior executive, the level of remuneration shall be based on factors such as work duties, competence, experience, position and performance. Additionally, the General Meeting may – irrespective of these guidelines – resolve on, e.g. share and share price-related remuneration.

 

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

 

Fixed salary

Each senior executive shall be offered a fixed annual salary on market terms which shall be based on the senior executive’s responsibilities, competences and performances. The fixed salary shall be determined per calendar year with salary revision on January 1 each year.

 

Variable cash remuneration

In addition to fixed salary, each senior executive may from time to time be offered variable cash remuneration. Such variable cash remuneration shall be set forth in each senior executive’s employment contract. Variable cash remuneration covered by these guidelines is intended to promote Arise’s business strategy and long-term interests, including its sustainability.

 

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. Performances over a longer time period should be able to be considered in the assessment. The annual variable cash remuneration may correspond to a maximum of 100 percent of the fixed annual salary. Variable cash remuneration shall not qualify for pension benefits, save as required by mandatory legislation or applicable collective bargaining agreements.

 

The variable cash remuneration shall be linked to one or several predetermined and measurable criteria, which can be financial, such as adjusted net profit after tax, or non-financial, such as increased growth, competitiveness, successful acquisitions, refinancing, growing human capital and other goal fulfillment. Less than 50 percent of the variable cash remuneration shall depend on non-financial criteria. By linking the goals in a clear and measurable way to the remuneration of the senior executives to the company’s financial and operational development, they contribute to the implementation of Arise’s business strategy, long-term interests and sustainability.

 

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated and determined when the measurement period has ended. The Remuneration Committee is responsible for such evaluation. For financial criteria, the evaluation shall be based on the latest financial information available to the company. The Board of Directors shall have the possibility to reclaim variable cash remuneration paid on incorrect grounds.

 

Additional variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are only made on an individual basis, either for the purpose of recruiting or retaining senior executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed annual salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee.

 

The Remuneration Committee and the Board of Directors shall annually evaluate whether to propose share related incentive programs to the General Meeting.

 

Pension

Pension benefits, including health insurance, shall be defined contribution, insofar as the senior executive is not covered by defined benefit pension under mandatory collective bargaining agreements. In addition to what is agreed in mandatory collective bargaining agreements and other agreements, senior executives may be entitled to arrange individual pension schemes. Refrained salaries and bonuses can be used for increased pension contributions, provided that the total cost for the company is unchanged over time. Premiums for defined contribution pensions, including health insurance, may amount to a maximum of 32.5 percent of the fixed annual salary.

 

Other benefits

Other benefits may include life insurance, medical insurance and a company car. Premiums and other costs relating to such benefits may amount to a total of not more than 10 percent of the fixed annual salary.

 

Termination and severance payment

Senior executives shall be employed until further notice or for a specified period of time. Upon termination by a senior executive, the notice period may not exceed six months. Upon termination of a senior executive by the company, the notice period may not exceed twelve months. Severance payment, in addition to fixed salary during the notice period, may not occur.

Additional remuneration may be paid for non-compete undertakings in order to compensate for loss of income. Such remuneration shall be based on the fixed salary at the time of termination of employment and may not exceed 60 percent of the fixed salary at the time of termination of employment, save as otherwise provided by mandatory collective bargaining agreements, and shall be paid during the time as the non-compete undertaking applies, however not for more than twelve months following termination of employment.

 

Salary and employment conditions for employees

In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of Arise have been taken into consideration by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

 

Consultancy fees to the members of the Board of Directors

To the extent a member of the Board of Directors renders services for the company, in addition to his or her assignment as a member of the Board of Directors, an additional consultancy fee on market terms may be paid to the member of the Board of Directors, or to a company controlled by such member of the Board of Directors, provided that such services contribute to the implementation of Arise’s business strategy and the safeguarding of Arise’s long-term interests, including its sustainability.

 

Preparations and decision-making of the Board of Directors

The Board of Directors has established a Remuneration Committee. The Remuneration Committee’s duties include i.a. preparing the Board of Directors’ resolution to propose guidelines for remuneration to senior executives. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the General Meeting. The guidelines shall be in force until new guidelines have been adopted by the General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the senior executives, the application of guidelines for remuneration to senior executives as well as the current remuneration structures and compensation levels in the company. The members of the Remuneration Committee are independent in relation to the company and its group management. The Managing Director and other members of the group management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

 

Deviations from the guidelines

The Board of Directors may temporarily resolve to deviate from these guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters, which include any resolutions to deviate from these guidelines.

 

Review of the guidelines

The Board of Directors has not received any comments from the shareholders regarding the current guidelines for remuneration to senior executives. The Board of Directors’ proposal for resolution on guidelines for remuneration to senior executives corresponds, in all material respects, with the current guidelines.

 

Item 18: Resolution on (A) reduction of the share capital by way of cancellation of own shares and (B) increase of the share capital by way of a bonus issue

  1. Reduction of the share capital by way of cancellation of own ordinary shares

The Board proposes that the AGM resolves to reduce the share capital by way of cancellation of 1,780,934 own ordinary shares repurchased within the framework of the company’s buyback program. As a result of the reduction, the share capital will decrease by SEK 142,474.72. The purpose of the reduction is allocation to unrestricted equity.

  1. Increase of the share capital by way of a bonus issue

To restore the share capital after the reduction of the share capital set out in item A above, the Board proposes that the AGM simultaneously resolves to increase the share capital by SEK 142,474.72 through a bonus issue, by transferring the same amount from the company’s unrestricted equity without the issuance of new shares.

 

The Board’s report in accordance with Chapter 20 Section 13 of the Swedish Companies Act (2005:551).

In accordance with Chapter 20 Section 13 of the Swedish Companies Act, the Board of Directors reports as follows. The resolution to reduce the company’s share capital by cancellation of own ordinary shares according to item A can be carried out without authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) or a general court, since the company at the same time carries out an equal increase of the share capital by way of a bonus issue in accordance with item B. Thus, the company’s restricted equity and share capital will remain unchanged.

 

The Board of Directors’ proposal in accordance with items A and B above shall be resolved upon as one resolution by the AGM.

 

Item 19: Authorization for issues of ordinary shares, preference shares and convertibles

The Board proposes that the AGM authorizes the Board to, on one or several occasions during the period until the next AGM, resolve to increase the company’s share capital by (1) issue of ordinary shares and/or preference shares and (2) issue of convertible bonds transferable to ordinary shares and/or preference shares. The Board of Directors may deviate from the shareholders’ preferential rights. The authorization also includes the right to decide on payment in kind, set-off or other conditions. The issue price shall, as a starting point, be the share’s market value at each time of issue.

 

Upon a resolution pursuant to the authorization and with deviation from the shareholders’ preferential rights, the total number of shares to be issued through the issue of ordinary shares and/or preference shares and/or convertible bonds transferable to ordinary shares and/or preference shares shall not exceed 10 percent of the outstanding shares in the company at the time of when the authorization is exercised for the first time (this shall not prevent convertible bonds from being combined with conversion terms which, if applied, may result in a different number of shares). The purpose of the authorization, as well as the reasons to allow deviation from the shareholders’ preferential rights, is to enable changes of the capital structure of the company, acquisitions or other structural businesses in the line of business.

 

Item 20: Authorization for acquisition of own ordinary shares

The Board proposes that the AGM authorizes the Board to decide, on one or several occasions during the period until the next AGM, on acquisition of a maximum of 1/10 of outstanding ordinary shares from time to time with funds that can be used for appropriation of profits. It is proposed that the authorization should include the right to decide on an exemption from the shareholders’ preferential right. If the acquisition takes place at Nasdaq Stockholm the price shall be within the, at each time, registered price interval. It should be possible to acquire shares in order to enable changes of the capital structure of the company, to finance acquisitions or other transactions, or otherwise for disposal or redemption.

 

Item 21: Authorization for divestment of own ordinary shares

The Board proposes that the AGM authorizes the Board to decide, on one or several occasions during the period until the next AGM, to dispose of a maximum of 1/10 of all ordinary shares. It is proposed that the authorization should include the right to decide on an exemption from the shareholders’ preferential right, the conditions therefore and the way which the disposal takes place. It should be possible to dispose of the shares in connection with possible acquisitions or other transaction or by sale on the open market. When disposing of the shares on Nasdaq Stockholm the price shall be to the current quotation.

 

Particular majority decisions

Valid resolutions in accordance with items 18-21 require that the proposals are supported by shareholders representing at least two thirds of the votes submitted and represented at the AGM.

 

Number of shares and votes

As of the date of issuing of this notice to attend the AGM, the total number of registered shares and votes in the company amounts to 44,494,235. As of this date the company holds 1,780,934 own ordinary shares.

 

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.

 

Halmstad in April 2024
Arise AB (publ)
The Board of Directors

 

For further information, please contact

Per-Erik Eriksson, CEO Arise AB, +46 702 409 902

Catella has completed repurchase of warrants

Posted on by olivia
At the Extraordinary General Meeting of Catella AB held on Wednesday 20 March 2024, it was resolved that Catella would make a conditional offer to repurchase warrants (the ”Repurchase Offer”) of series 2020/2024:A and series 2020/2025:B issued under Catella’s long-term incentive programme. 2,450,000 warrants have now been repurchased.

The acceptance period for the Repurchase Offer commenced on 28 March 2024 and expired at 23:59 CEST on 1 April 2024. The price per warrant that was repurchased amounted to SEK 0.213 and SEK 1.783, respectively.

Under the Repurchase Offer, Catella has repurchased a total of 2,450,000 warrants. The total consideration for the Repurchase Offer amounted to SEK 2,445,100. In accordance with the condition for the Repurchase Offer, at least 50 per cent of the consideration has been reinvested by the warrant holders in warrants issued under Catella’s new long-term incentive program which was resolved upon at the Extraordinary General Meeting on 20 March 2024.

Following completion of the Repurchase Offer, 175,000 warrants are outstanding in series 2020/2024:A, which may be exercised into Class B shares in Catella from and including 1 June 2024 up to and including 15 June 2024, and 175,000 warrants of series 2020/2025:B, which may be exercised into Class B shares in Catella from and including 1 June 2025 up to and including 15 June 2025. The warrants that have been repurchased, together with the warrants previously held in treasury by Catella, will be cancelled.

For more information, please contact:
Mathias de Maré
Head of Group HR
+46 (0)8 463 33 81
mathias.demare@catella.se

Bulletin from the extraordinary general meeting of Catella AB

Posted on by olivia

The extraordinary general meeting of Catella AB was held today, on Wednesday 20 March 2024. The extraordinary general meeting resolved in accordance with all proposals presented by the board of directors.

Resolution regarding conditional repurchase of warrants
The extraordinary general meeting resolved to approve the board of directors’ proposal regarding on a conditional repurchase of warrants of series 2020/2024:A and series 2020/2025:B. In total, Catella AB (”Catella”) has 3,000,000 outstanding warrants in two different series, series 2020/2024:A and series 2020/2025:B, issued in accordance with a resolution at an extraordinary general meeting on 21 December 2020 (”LTI 2020”). Of these warrants, 2,800,000 warrants have been allocated to group management and other key individuals while 200,000 warrants are held by a subsidiary of Catella. The repurchase offer is only directed to holders of warrants who are still employed in the Catella group (totalling up to 2,500,000 warrants) and is conditional upon at least 50 per cent of the repurchase proceeds being invested in a new incentive programme. The warrants are repurchased against consideration on market terms.

Warrant holders who do not accept the repurchase offer may, without being affected by the repurchase offer, exercise their warrants to subscribe for shares during the subscription period in accordance with the terms and conditions applicable to the warrants of series 2020/2024:A and 2020/2025:B.

Resolution on a long-term incentive programme including a directed issue of warrants and subsequent transfer to the participants in the incentive programme
The extraordinary meeting further resolved in accordance with the board of directors’ proposal regarding implementing of a new long-term incentive programme by a directed issue of warrant with subsequent transfer to the participants.

The incentive programme is divided into five series: series 2024/2027, series 2024/2028, series 2025/2029, series 2026/2030, and series 2027/2031. The purpose of the incentive programme, and the reasons for deviating from the shareholders’ preferential rights, is to strengthen the link between the performance by employees and created shareholder value. Thus, an increased alignment of interests is expected to arise between employees and shareholders of Catella. Long-term incentive programmes are also expected to make it easier for Catella to retain and recruit key individuals.

Catella will issue in total a maximum of 4,700,000 warrants distributed between the different series of warrants. The incentive program will be directed to the CEO, other members of the group management and other key individuals within the Catella group, based on a predetermined distribution, with the possibility to acquire the warrants at an estimated market value.

The subscription price per share upon exercise of warrants is determined individually for each warrant series and shall amount to 120 per cent of the listed volume-weighted average price of Catella’s Class B share on Nasdaq Stockholm during a period of five trading days starting from the day after Catella’s board of directors first offers to acquire warrants of the relevant warrant series to the participants in the incentive programme. Upon exercise of the warrants a recalculation at net value is applied in accordance with the complete terms and conditions of the warrants.

The warrants may in accordance with the terms and condition of each respective warrant series be exercised for subscription of new shares of Class B during the following periods:

  1. Series 2024/2027 – the two-week period commencing the day after the publication of the company’s interim report for the second quarter of 2027 (also half-year report), but no earlier than 23 August 2027 and no later than 20 September 2027,
  2. Series 2024/2028 – the two-week period commencing the day after the publication of the company’s interim report for the second quarter of 2028 (also half-year report), but no earlier than 21 August 2028 and no later than 18 September 2028,
  3. Series 2025/2029 – the two-week period commencing the day after the publication of the company’s interim report for the fourth quarter of 2028 (also year-end report), but no earlier than 19 February 2029 and no later than 19 March 2029,
  4. Series 2026/2030 – the two-week period commencing the day after the publication of the company’s interim report for the fourth quarter of 2029 (also year-end report), but no earlier than 18 February 2030 and no later than 18 March 2030, and
  5. Series 2027/2031 – the two-week period commencing the day after the publication of the company’s interim report for the fourth quarter of 2030 (also year-end report), but no earlier than 17 February 2031 and no later than 17 March 2031.

For more information, please contact:
Mathias de Maré
Head of Group HR
+46 (0)8 463 33 81
mathias.demare@catella.se

The nomination committee proposes new chairman of the Catella AB board of directors

Posted on by olivia

The nomination committee has resolved to propose that Sofia Watt be elected chairman of the Catella AB board of directors at the annual general meeting on 22 May 2024. In addition, Pernilla Claesson is proposed as new board member. The background is that current chairman of the board, Johan Claesson, informed the nomination committee not being available for re-election.

“After many years as chairman of the board, and for a period board member and CEO of Catella AB, the time has come to make room for a new generation. I have great confidence in the group management and the proposed board. I will of course continue to follow Catellas’ development with great interest in my capacity as shareholder”, said Johan Claesson, current chairman of the board.

“The nomination committee would like to convey our gratitude to Johan Claesson for his essential contribution during his 15 years at Catella. Johan has played a very important part in the company that Catella has become. The nomination committee is very pleased being able to propose Sofia Watt as new chairman of the board and Pernilla Claesson as new board member. We are convinced that Sofia Watt’s extensive experience within pan-European property investments and funds will contribute to a chairmanship managing Catella’s legacy as well as contributing to continued growth”, said Eje Wictorson, chairman of the nomination committee.

Johan Claesson has been chairman of the board of Catella AB since 2008 and will continue to be the majority shareholder in the company through the Claesson & Anderzén group. Sofia Watt was elected as new board member of Catella AB at the 2023 annual general meeting. Sofia Watt has extensive experience in the international private equity and real estate market in roles such as Head of Asset Management, Managing Director, at Deutsche Finance International, Head of Asset Management Real Estate and Managing Director at EQT and before that i.e. positions as Executive Director at Pramerica Real Estate Investors Ltd (PGIM) and Senior Asset Manager at Cambridge Place Investment Management.

As a part of the Catella board succession planning, Pernilla Claesson is also proposed as new board member. Pernilla Claesson has long been active within the Claesson & Anderzén group in roles such as investment manager and regional manager.

If the general meeting resolves in accordance with the nomination committee’s proposals, the nomination committee´s ambition for a balanced board, as evident from the diversity policy for the composition of the board, will be fulfilled. The nomination committee continues to prepare its proposals for the annual general meeting 2024 and will publish its complete proposals no later than in connection with the notice to convene the annual general meeting.

The nomination committee comprises Eje Wictorson (chairman), appointed by Claesson & Anderzén, Erik Eikeland, appointed by Alcur Fonder and Henrik Abrahamsson, appointed by Symmetry Invest.

For more information, please contact:
Eje Wictorson
Chairman of the nomination committee
+46 (0) 480 574 55
eje.wictorson@claessonanderzen.com

This information is information that Catella must disclose in accordance with EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 1 March 2024 at 10.21 CET.

Notice to extraordinary general meeting in Catella AB

Posted on by olivia

The extraordinary general meeting in Catella AB, reg. no. 556079-1419, (the ”Company” or ”Catella”) will be held on Wednesday 20 March 2024 at 4:00 p.m. CET at Advokatfirman Cederquist’s premises, Hovslagargatan 3, SE‑111 48 Stockholm. Registration will commence at 3:30 p.m. CET. The board of directors has resolved that shareholders shall be able to exercise their voting rights also by postal voting ahead of the extraordinary general meeting, in accordance with § 11 of the Company’s articles of association.

Right to participate and notification
Shareholders who wish to participate in the extraordinary general meeting shall:

  • be recorded in the share register maintained by Euroclear Sweden AB concerning the circumstances on the record day on Tuesday 12 March 2024; and
  • give notice to attend the extraordinary general meeting no later than Thursday 14 March 2024.

Notice to attend can be given by post to Catella AB, ”Extraordinary General Meeting 2024”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by telephone +46(0)8‑402 91 33 or via Euroclear Sweden AB’s website https://anmalan.vpc.se/euroclearproxy. When giving notice of attendance, please state your name or company name, personal identification number or company registration number, address and telephone number. The registration procedure described above also applies to advisors.

Shareholders who wish to use the possibility of postal voting in advance shall do so in accordance with the instructions under the heading ”Postal voting” below.

Nominee registered shares
To be entitled to participate in the extraordinary general meeting, a shareholder whose shares are nominee registered must have the shares re-registered in their own name so that the shareholder is recorded in the presentation of the share register as per Tuesday 12 March 2024. Such registration may be temporary (so-called voting right registration) (Sw. rösträttsregistrering) and is requested from the nominee in accordance with the nominee’s procedures in such time in advance as determined by the nominee. Voting right registrations effected by the nominee no later than Thursday 14 March 2024 will be considered in the presentation of the share register.

Proxies etc.
Shareholders who wish to attend the meeting venue in person or by proxy are entitled to bring one or two advisors. Shareholders who wish to bring advisors shall state this in connection with their notification. Shareholders who are represented by a proxy shall issue a written and dated power of attorney for the proxy. If the power of attorney has been issued by a legal entity, a certificate of registration or corresponding authorization documents shall be enclosed. To facilitate the registration at the general meeting, powers of attorney as well as certificates of registration and other authorization documents should be received by the Company at the above-mentioned address no later than 14 March 2024. A proxy form is available on the Company’s website, www.catella.com.

Postal voting
A certain form shall be used for postal voting. The postal voting form is available at the Company’s website, www.catella.com.

The completed and signed postal voting form shall be submitted by post to Catella AB, ”Extraordinary General Meeting 2024”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. The completed and signed form must be received by Euroclear Sweden AB, who administers the forms on behalf of the Company, no later than by Thursday 14 March 2024. Shareholders may also cast their postal votes electronically via BankID verification as per the instructions available on Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. Such electronic postal votes shall be submitted no later than Thursday 14 March 2024.

If the shareholder postal votes by proxy, a power of attorney shall be enclosed with the form. A proxy form is available on the Company’s website, www.catella.com. If the shareholder is a legal entity, a certificate of registration or corresponding authorization documents shall be enclosed to the form. The shareholder may not provide special instructions or conditions to the postal voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions are available on the postal voting form and on Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy.

Please note that shareholders who wish to attend the meeting venue in person or by proxy must notify this in accordance with the instructions under the heading ”Right to participate and notification” above. This means that a notification only by postal voting is not sufficient for those who wish to attend the extraordinary meeting at meeting venue.

Shareholders’ right to receive information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors deems that it can be done without material harm to the Company, at the general meeting provide information regarding circumstances that may affect the assessment of an item on the agenda.

Proposed agenda

  1. Opening of the general meeting
  2. Election of chairman of the general meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of two persons to check and verify the minutes jointly with the chairman
  6. Determination of whether the general meeting has been duly convened
  7. Resolution regarding the board of directors’ proposal on a conditional repurchase of warrants of series 2020/2024:A and series 2020/2025:B.
  8. Resolution regarding the board of directors’ proposal on a long-term incentive programme including a directed issue of warrants and subsequent transfer to the participants in the incentive programme
  9. Closing of the general meeting

Proposed resolutions

Item 2. Election of chairman of the general meeting
The board of directors proposes that Fredrik Lundén, member of the Swedish Bar Association, is elected chairman of the extraordinary general meeting.

Item 7. Resolution regarding the board of directors’ proposal on a conditional repurchase of warrants of series 2020/2024:A and series 2020/2025:B
Background
In total, Catella has 3,000,000 outstanding warrants in two different series, series 2020/2024:A (1,500,000 warrants) and series 2020/2025:B (1,500,000 warrants), issued in accordance with a resolution at an extraordinary general meeting on 21 December 2020, as part of the introduction of an incentive programme directed to group management and other key individuals in Catella (”LTI 2020”). Of these warrants, 2,800,000 warrants have been allocated to group management and other key individuals while 200,000 warrants are held by a subsidiary of Catella. The warrants entitle the holder to subscribe for Class B shares in Catella, whereby each warrant entitles the holder to subscribe for one (1) Class B share, and corresponds to a total dilution of just over 3 per cent of the existing number of shares in Catella.

Warrants of series 2020/2024:A may be exercised for subscription of Class B shares in Catella from and including 1 June 2024 up to and including 15 June 2024 and warrants of series 2020/2025:B may be exercised for subscription of Class B shares in Catella from and including 1 June 2025 up to and including 15 June 2025 (the ”Exercise Periods”).

Catella has, for some time, carried out a strategic re-positioning and streamlining towards real properties. The board of directors assesses that the strategy is value creating in the long-term and wishes to provide group management and other key individuals in Catella with share-related incentives to continue implementing the strategy with a longer time horizon than the maturity of the outstanding warrants. Therefore, the board of directors proposes that the Company makes an offer to repurchase the outstanding warrants, conditional upon at least 50 per cent of the repurchase proceeds being invested in a new incentive programme as follows.

Resolution proposal
The board of directors proposes that the Company offers the holders of warrants in LTI 2020 who are still employed within the Catella group a conditional repurchase of the holders’ warrants of series 2020/2024:A and series 2020/2025: B (totalling up to 2,500,000 warrants) against consideration on market terms based on the listed volume-weighted average price of the Company’s Class B share on Nasdaq Stockholm during the five trading days preceding the point in time when the conditional repurchase offer can be accepted, as well as other prevailing market conditions (the ”Repurchase Offer”). The consideration in the Repurchase Offer shall be calculated by an independent party based on customary valuation principles for warrants on the Swedish market (Black & Scholes).

The Repurchase Offer shall be conditional upon at least 50 per cent of the consideration received upon acceptance of the Repurchase Offer (the ”Reinvestment Amount”) being reinvested in series 2024/2027 or series 2024/2028 in the incentive programme proposed under item 8 below. If the Reinvestment Amount exceeds the total amount paid by the holder for the acquisition of warrants of series 2024/2027 and series 2024/2028 pursuant to item 8 below, the excess of the Reinvestment Amount shall be invested in subsequent series until the total investment equals the Reinvestment Amount.

Holders who do not accept the Repurchase Offer may, without being affected by the Repurchase Offer, exercise their warrants for subscription of shares during the respective Exercise Periods in accordance with the applicable terms and conditions for warrants of series 2020/2024:A and series 2020/2025:B.

The number of warrants to be covered by the Repurchase Offer is set out in the table below.

List of outstanding warrants of series 2020/2024:A
Number of issued warrants 1,500,000
Warrants purchased by the participants 1,400,000
Warrants held by a subsidiary of Catella and holders who are no longer employed by Catella 250,000
Warrants covered by the Repurchase Offer 1,250,000
List of outstanding warrants of series 2020/2025:B
Number of issued warrants 1,500,000
Warrants purchased by the participants 1,400,000
Warrants held by a subsidiary of Catella and holders who are no longer employed by Catella 250,000
Warrants covered by the Repurchase Offer 1,250,000

If all holders of warrants of series 2020/2024:A and series 2020/2025:B to whom the Repurchase Offer is directed were to fully accept the offer, the proceeds from the Repurchase Offer, based on the closing price of SEK 27.80 of the Company’s Class B share on 21 February 2024, would amount to approximately SEK 1.4 million.

The board of directors’ proposal under this item has been prepared by the board of directors and its remuneration committee.

The extraordinary general meeting’s resolution on the Repurchase Offer in accordance with the above is conditional upon the extraordinary general meeting resolving in accordance with the board of directors’ proposal under item 8 of this notice.

Item 8. Resolution regarding the board of directors’ proposal on a long-term incentive programme including a directed issue of warrants and subsequent transfer to the participants in the incentive programme
The board of directors proposes that the extraordinary general meeting resolves to implement a new incentive programme by issuing warrants with subsequent transfer to the participants. The incentive programme is divided into five series: series 2024/2027, series 2024/2028, series 2025/2029, series 2026/2030, and series 2027/2031. The purpose of the incentive programme, and the reasons for deviating from the shareholders’ preferential rights, is to strengthen the link between the performance by employees and created shareholder value. Thus, an increased alignment of interests is expected to arise between employees and shareholders of Catella. Long-term incentive programmes are also expected to make it easier for the Company to retain and recruit key individuals.

Issue of warrants

The Company shall issue in total a maximum of 4,700,000 warrants distributed between the different series of warrants as set out below in item 2.1. The issue of warrants shall, with deviation from the shareholders’ preferential rights, be directed to a wholly owned subsidiary of Catella (the ”Subsidiary”). The right to subscribe for the warrants is granted to the Subsidiary with the right and obligation for the Subsidiary to offer the Participants (defined below) to acquire the warrants at market value. The warrants shall be issued free of charge to the Subsidiary.

The Subsidiary’s subscription of the warrants shall take place during the period from 21 March 2024 up to and including 11 April 2024. However, the board of directors is entitled to extend the subscription period. Over-subscription cannot occur.

The complete terms and conditions for the warrants are set out in the ”Terms and conditions for warrants 2024/2027 in Catella AB (publ)”, ”Terms and conditions for warrants 2024/2028 in Catella AB (publ)”, ”Terms and conditions for warrants 2025/2029 in Catella AB (publ)”, ”Terms and conditions for warrants 2026/2030 in Catella AB (publ)” and ”Terms and conditions for warrants 2027/2031 in Catella AB (publ)”, which are available on the Company’s website, www.catella.com.

Transfer of warrants

The incentive programme is proposed to be directed to the CEO and the group management and other key individuals within the Catella group (the ”Participants”). According to the board of directors’ instruction, the Subsidiary shall offer the Participants to acquire the warrants according to the following distribution.

Category Series 2024/2027 Series 2024/2028 Series 2025/2029 Series 2026/2030 Series 2027/2031 Total
CEO 300,000 500,000 400,000 400,000 400,000 2,000,000
Other group management (approximately three persons) Per person: 37,500-75,000
Entire category: 150,000		 Per person: 62,500-125,000
Entire category: 250,000		 Per person: 50,000-100,000
Entire category: 200,000		 Per person: 50,000-100,000
Entire category: 200,000		 Per person: 50,000-100,000
Entire category: 200,000		 Per person: 250,000-500,000
Entire category: 1,000,000
Other key individuals (approximately 34 persons) Per person:
2,500-56,250
Entire category: 262,500		 Per person:
5,000-93,750
Entire category: 462,500		 Per person:
2,500-75,000
Entire category: 325,000		 Per person: 2,500-75,000
Entire category: 325,000		 Per person: 2,500-75,000
Entire category: 325,000		 Per person: 15,000-375,000
Entire category:
1,700,000
Total 712,500 1,212,500 925,000 925,000 925,000 4,700,000

If warrants remain after all applications have been satisfied, the remaining warrants may be allocated to other participants in the relevant warrant series. Such additional allocation of warrants may, however, amount to a maximum of 50 per cent in relation to the amount initially offered in accordance with the table in section 2.1. If the remaining warrants are insufficient to satisfy all applications, the warrants shall be allocated pro rata in relation to the number of warrants acquired by each participant. The Company’s board of directors resolves on allocation.

The transfer of warrants requires that the employee holds its position or has signed an agreement thereof at the latest at the time of allocation and has not, at that time, notified or been notified that the employment is intended to be terminated. Warrants shall also be available to future new employees. For such acquisitions, the terms and conditions shall be the same or equivalent to what is stated in this resolution. This means, inter alia, that acquisitions shall be made at the then current market value.

Transfer of warrants of series 2024/2027 and series 2024/2028 shall take place as soon as practicable following the extraordinary general meeting. Transfer of warrants of series 2025/2029 may take place during 2025, but not later than 15 June 2025, transfer of warrants of series 2026/2030 may take place during 2026, but not later than 15 June 2026, and transfer of warrants of series 2027/2031 may take place during 2027, but not later than 15 June 2027. If Catella has inside information during any of these periods that prevent warrants from being transferred to participants, the board of directors shall be entitled to extend the relevant transfer period.

The warrants shall be transferred to the Participants on market terms at a price determined by an external valuer using the Black & Scholes valuation model. The market value per warrant in series 2024/2027 and series 2024/2028 has been preliminarily estimated at approximately SEK 2.18 and SEK 2.20, respectively, based on an assumed volatility level during the term of the warrants of 28 per cent, certain assumptions regarding risk-free interest and future dividends for the various warrant series and a share price of SEK 27.80, which corresponded to the closing price of the Company’s Class B share on 21 February 2024. The preliminary valuation has been prepared by People & Corporate Performance AB.

Terms and conditions for subscription of shares

Each warrant entitles the holder to subscribe for one (1) Class B share in the Company. The warrants may be exercised for subscription of new shares of Class B during the following periods.

Series 2024/2027 – the two-week period commencing the day after the publication of the Company’s interim report for the second quarter of 2027 (also half-year report), but no earlier than 23 August 2027 and no later than 20 September 2027,

Series 2024/2028 – the two-week period commencing the day after the publication of the Company’s interim report for the second quarter of 2028 (also half-year report), but no earlier than 21 August 2028 and no later than 18 September 2028,

Series 2025/2029 – the two-week period commencing the day after the publication of the Company’s interim report for the fourth quarter of 2028 (also year-end report), but no earlier than 19 February 2029 and no later than 19 March 2029,

Series 2026/2030 – the two-week period commencing the day after the publication of the Company’s interim report for the fourth quarter of 2029 (also year-end report), but no earlier than 18 February 2030 and no later than 18 March 2030, and

Series 2027/2031 – the two-week period commencing the day after the publication of the Company’s interim report for the fourth quarter of 2030 (also year-end report), but no earlier than 17 February 2031 and no later than 17 March 2031.

However, subscription of shares cannot take place during a period when trading in shares in Catella is prohibited under Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) or other applicable corresponding legislation.

The subscription price per share upon exercise of warrants is determined individually for each warrant series and shall amount to 120 per cent of the listed volume-weighted average price of the Company’s Class B share on Nasdaq Stockholm during a period of five trading days starting from the day after the Company’s board of directors first offers to acquire warrants of the relevant warrant series to the Participants in the incentive programme. The subscription price for the new shares of Class B may not be lower than the current quotient value of the shares.

Upon exercise of the warrants, a recalculation at net value for the exercise of warrants shall be applied in accordance with the complete terms and conditions of the warrants, whereby the subscription price for each share of Class B shall correspond to the share’s quotient value of SEK 2.00, and the warrants entitle to a recalculated, as a starting point lower, number of shares compared to if no recalculation were applied. However, the warrants may not entitle to more than one (1) share per warrant, subject to any recalculation in accordance with the complete terms and conditions of the warrants. Assuming hypothetically that the subscription prices for the shares of Class B in the Company, for which the warrants entitle to subscription, were set at SEK 33.40, the recalculation upon full subscription with the support of all 4,700,000 warrants at the below indicated share prices for the Company’s share of Class B prior to the subscription period for warrants of the relevant series will result in the following:

Illustrative calculation example based on an assumed subscription price of SEK 33.40

Share price Total dilution Total number of new shares of Class B
SEK 35 0.26% 227,879
SEK 40 0.92% 816,316
SEK 45 1.44% 1,267,907
SEK 50 1.84% 1,625,417

As stated in the complete terms and conditions for the warrants, the subscription price and the number of shares that each warrant entitles the holder to subscribe for may be recalculated in the event of, inter alia, rights issues with preferential rights for the shareholders or bonus issues. The subscription price exceeding the quotient value of the shares shall be allocated to the free share premium reserve.

The shares issued upon exercise of the warrants shall entitle to dividend for the first time on the record date for dividend occurring closest after the subscription has been registered with the Swedish Companies Registration Office and the shares have been recorded in the shareholders’ register maintained by Euroclear Sweden AB.

Increase in share capital, dilution and costs

Upon full subscription and exercise of all 4,700,000 warrants, the Company’s share capital may be increased by a maximum of SEK 9,400,000, provided that no recalculation (other than the recalculation to be applied in accordance with item 3.3) is made in accordance with the complete terms and conditions for the warrants. This corresponds to a dilution of approximately 5.3 per cent of the existing share capital.

Considering that the warrants shall be transferred at an estimated market price, the incentive programme itself is not expected to entail any costs beyond certain minor costs for establishment and administration.

Repurchase, mandate for the board of directors, and preparation, etc.

The warrants shall be subject to an obligation for the participants to first offer to repurchase warrants to Catella before transfer, or otherwise disposal of the warrants to third parties occurs. The warrants shall further, with certain exceptions, be subject to a right for Catella to repurchase the warrants at market value if the participant’s employment with or assignment for the Company terminates during the term of the programme.

The board of directors shall be entitled to make adjustments to the incentive programme in order to comply with specific rules or requirements abroad. The board of directors or the person appointed by the board of directors, shall further be authorised to make such minor adjustments as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

The proposal has been prepared by the Company’s board of directors, including the board of directors’ remuneration committee, and discussed in board meetings during 2023 and 2024.

For more information on the Company’s outstanding warrant programmes, please refer to Catella’s annual report 2022, which is available on the Company’s website, www.catella.com.

Conditions and majority requirements

The extraordinary general meeting’s resolution on the incentive programme in accordance with the above is conditional upon the general meeting resolving in accordance with the board of directors’ proposal under item 7 of this notice.

The extraordinary general meeting’s resolution to implement the incentive programme under item 8, including issue and transfer of warrants, is only valid if supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.
________________

Available documents
Documents for the extraordinary general meeting are available on the Company’s website, www.catella.com, and at the Company’s premises at Birger Jarlsgatan 6, SE-114 34 Stockholm, Sweden. The documents will also be sent, free-of-charge, to shareholders who so request and state their address. The documents may also be obtained from the Company through the contact details stated above.

Number of shares and votes
At the time of issue of this notice, the total number of shares in the Company amount to 88,348,572, of which 2,340,654 are shares of Class A with five (5) votes each and 86,007,918 are shares of Class B with one (1) vote each, corresponding to a total of 97,711,188 votes. As per the same date, the Company does not hold any own shares.

Processing of personal data
For information about how your personal data is processed, please refer to the integrity policy that is available on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Translation
This English version of the notice convening the extraordinary general meeting of Catella AB is a convenience translation of the Swedish version. In the event of any discrepancies between the versions, including any documents prepared in relation thereto, the Swedish version shall prevail.

Stockholm in February 2024

Catella AB
Board of Directors

For more information, please contact:
Mathias de Maré
Head of Group HR
+46 (0)8 463 33 81
mathias.demare@catella.se