Castellum — AGM Information 2016

Apr 20, 2016

Summons to Extraordinary General Meeting of shareholders in Castellum AB (publ)

The shareholders of Castellum AB (publ), Reg. No. 556475-5550, are hereby summoned to the Extraordinary General Meeting of shareholders to be held on Friday, May 20, 2016 at 9.30 am, RunAn, Chalmers Kårhus, Chalmersplatsen 1, Gothenburg. The entrance opens at 9 am.

Notification etc

Shareholders wishing to attend the Extraordinary General Meeting must be registered as shareholders in the share register kept by Euroclear Sweden AB by Friday, May 13, 2016 (the record day is Saturday, May 14, 2016) and must also have notified their attendance to the company no later than Monday, May 16, 2016 (preferably before 4 pm).

Notification of attendance at the Extraordinary General Meeting can be made by post to Castellum AB (publ), Box 2269, 403 14, Gothenburg, by phone +46 31-60 74 00, by fax +46 31-13 17 55, by e-mail info@castellum.se, or by filling out a notification form on www.castellum.se. The notification must state name/business name, social security number/company registration number, address and telephone number. For those shareholders who wish to be represented by proxy, the company provides a proxy form at www.castellum.se.

Shareholders who own shares through a nominee must register such nominee shares in their own name in order to be entitled to participate in the Extraordinary General Meeting. Since Saturday, May 14, 2016 is not a banking day, Euroclear Sweden AB will issue the share register for the Extraordinary General Meeting the preceding bank day, i e Friday, May 13, 2016. This means that shareholders who wish to participate in the Extraordinary General Meeting have to be recorded and directly registered in the share register as early as Friday, May 13, 2016. Such registration, which can be temporary, must have been effected at Euroclear Sweden AB no later than Friday, May 13, 2016. Shareholders should, well in advance before this date, instruct their nominees to effect such registration.

The Board of Directors' complete proposals regarding items 6 and 7, and the documents specified in Chapter 13, Section 6 of the Swedish Companies Act (2005:551), are available at the company's office at Kaserntorget 5, Gothenburg, and will be sent to shareholders upon request, provided that such shareholder states a postal address. All the above documents are also available on the company's website www.castellum.se and will be presented at the Extraordinary General Meeting.

There are in total 172,006,708 shares and votes in the company. Presently, 8,006,708 of these shares have been acquired by the company itself and may not be represented at the Extraordinary General Meeting.

Items

• 1. Election of Chairman of the meeting.
• 1. Preparation and approval of the voting list.
• 1. Approval of the agenda.
• 1. Election of one or two persons to verify the minutes.
• 1. Consideration if the Extraordinary General Meeting has been duly convened.
• 1. Resolution regarding a subsequent approval of the Board of Directors' resolution on new issue of shares (rights issue).
• 1. Resolution regarding authorisation for the Board of Directors to resolve on new issues of shares against payment in-kind.

Proposals for resolution

Item 1

The Election Committee proposes the lawyer Johan Ljungberg, Mannheimer Swartling Advokatbyrå, to preside as Chairman of the Extraordinary General Meeting.

Item 6

The Board of Directors proposes that the Extraordinary General Meeting resolves on a subsequent approval of the Board of Directors' resolution of Wednesday, April 13, 2016 on new issue of shares by way of a rights issue. The Board of Directors resolved on a new issue of shares on the following terms and conditions.

Authorisation for the Board of Directors to resolve on the final terms and conditions of the issue

The Board of Directors, or anyone appointed within the Board of Directors, is authorised to no later than on May 18, 2016 resolve on the highest amount by which the company's share capital shall be increased with, the highest number of shares which shall be issued and the amount to be paid for each new share.

Right to subscribe for new shares

The company's shareholders shall hold preferential rights to subscribe for the new shares pro rata to the number of shares they hold.

If not all of the shares are subscribed for with subscription rights, the Board of Directors shall decide on the allotment of shares subscribed for without subscription rights in accordance with the following:

• Firstly, the shares shall be allotted to those that have applied for subscription and subscribed for shares by exercising subscription rights, regardless of the subscriber being a shareholder or not on the record date, and, in case of oversubscription, in proportion to the number of subscription rights used for subscription of shares, and where this is not possible, by drawing of lots.
• Secondly, the shares shall be allotted to others that have applied for subscription without subscription rights and, in case of oversubscription, in proportion to the number of shares that each has applied to subscribe for, and where this is not possible, by drawing of lots.
• Thirdly, any remaining shares shall be allotted to those who have guaranteed the new issue of shares pursuant to a specific agreement with the company, with distribution in relation to the size of their respective guarantee.

Record day

The record day for the new issue and the obtaining of subscription rights shall be May 24, 2016.

Subscription period and payment

Subscription of new shares with subscription rights, shall be made by payment in cash during the period from and including May 26, 2016 up to and including June 9, 2016.

Application for subscription of shares without subscription rights shall take place during the same period. Subscription shall in such case be made on a separate subscription list. Payment for shares subscribed for without subscription rights shall be made in cash pursuant to instructions on a contract note, however not later than three banking days from the issue of such contract note.

Subscription of new shares without subscription rights by those who have guaranteed the new issue of shares pursuant to a specific agreement with the company, shall be made on a separate subscription list no later than June 20, 2016. Payment for shares subscribed for without subscription rights by those who have guaranteed the new issue of shares pursuant to a specific agreement with the company, shall be made in cash pursuant to the instructions of such agreement, however, not later than June 20, 2016.

The Board of Directors shall have the right to extend the subscription period and the date for payment.

Right to dividend

The new shares shall entitle to dividends for the first time on the record day for dividends which occurs immediately following the date when the shares were registered with the Swedish Companies Registration Office.

Specific conditions for the new issue

The company has entered into an agreement regarding the acquisition of all of the shares in Norrporten AB (publ). Pursuant to the agreement, the acquisition is, amongst other things, subject to the receipt of clearances from the Swedish Competition Authority either by way of a decision to leave the acquisition without further action (with or without conditions) or by the expiry of applicable time limits and without any decision on proceedings having been issued. Since the new issue of shares is carried out in conjunction with the abovementioned acquisition, the new issue of shares shall also be subject to the receipt of clearances from the Swedish Competition Authority either by way of a decision to leave the acquisition without further action (with or without conditions) or by the expiry of applicable time limits and without any decision on proceedings having been issued. If the condition is not fulfilled and the new issue of shares is cancelled, the company will refund paid subscription amount in accordance with the following. If paid subscribed shares have been received or purchased, the subscription amount (i e the subscription price for the shares) will be refunded to the holder of the paid subscribed shares. If subscription and payment has taken place, but the paid subscribed shares have not yet been received, the subscription amount (i e the subscription price for the shares) will be refunded to the concerned subscriber.

Authorisations

The Managing Director, or anyone appointed by the Managing Director, shall be authorised to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Item 7

Pursuant to the acquisition agreement entered into regarding all of the shares in Norrporten AB (publ) (see above), part of the purchase price for the shares shall be paid by way of newly issued shares in the company.

Against the above background, the Board of Directors of the company hereby proposes that the Extraordinary General Meeting authorises the Board of Directors to during the period up until the next Annual General Meeting, on one or more occasions, resolve on new issues of shares, whereby payment for the subscribed shares shall be made by the contribution of shares in Norrporten AB (publ) as payment in-kind.

The Managing Director, or anyone appointed by the Managing Director, shall be authorised to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Miscellaneous

At the Extraordinary General Meeting, shareholders are entitled to ask questions to the Board of Directors and the Managing Director in respect of the matters and proposals considered at the meeting. The Board of Directors and the Managing Director shall provide such information at the Extraordinary General Meeting, provided that the Board of Directors considers that it may be done without significant harm to the company.

Stockholm in April 2016

CASTELLUM AB (publ) The Board of Directors