Månad: mars 2024

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

“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.