Castellum — Board/Management Information 2021

Feb 2, 2021

The Election Committee's proposal regarding the Board of Director's of Castellum

The Election Committee's proposal regarding the Board of Director's of Castellum

Castellum has been informed of the Election Committee's proposal to the Annual

General Meeting on March 25, 2021.

The Election Committee, represented by a majority consisting of Patrik Essehorn,

Magnus Strömer and Christina Tillman, propose that the Board of Directors shall

consist of seven Board members and that Per Berggren, Christina Karlsson Kazeem,

Zdravko Markovski and Joacim Sjöberg shall be re-elected as Board members.

Furthermore, Rutger Arnhult, Anna Kinberg Batra and Anna-Karin Celsing are

nominated as new Board members. Rutger Arnhult is nominated as new Chairman of

the Board.

The Election Committee believes that the suggested Board members will constitute

a strong Board with wide and deep knowledge in practises highly relevant for

Castellum's business operations. It is the Election Committee's belief that the

Board of Directors will create durable long-term values for the shareholders of

Castellum. Moreover, the proposed composition represents both versatility and

diversity, including an even gender distribution.

Board members proposed for new election by the majority of the Election

Committee

Rutger Arnhult, born in 1967, holds a master's degree in economics from Lund

University and has extensive experience and expertise within the real estate

industry. Rutger Arnhult is currently Chairman of M2 Asset Management AB, CEO of

Klövern AB (publ) and Board member in Corem AB (publ) and Klövern AB (publ).

"Castellum has been a large holding in my investment portfolio for a long time,

and the time has now come for me to hand over my assignments in Klövern and

Corem. Today these companies are self-going and I believe I can contribute the

best where I am needed the most, which is within Castellum. Castellum will be my

full focus from now on, and I am very excited to lead the superb team that is

the Board of Directors", says Rutger Arnhult.

Anna Kinberg Batra, born in 1970, holds a degree from the Stockholm School of

Economics and has broad political experience, from the municipal level to the

international level, including as Chair of the Swedish Parliament's Finance

Committee and Chairwoman of the Swedish Moderate Coalition Party. Today, she

works with entrepreneurship and social development as, among other things, Chair

of Soltech Energy, Board member of Carasent, SJR and Swedish Space Corporation,

Investigator of the Swedish State's role on the digital payment market as well

as columnist in Dagens Industri. Batra has previously been a Board member of

Avanza Pension, Collector and Fryshuset, co-founder of the talent network Nova,

advisor to SSE Business lab, consultant at Prime PR and Chief Information

Officer at the Stockholm Chamber of Commerce.

"The real estate industry has an important role both in the economy as a whole

and in building a sustainable society, where Castellum is one of the Nordic

region's foremost players. I look forward to being able to contribute with an

understanding of the interaction between politics and business in Sweden and

internationally, as well as with my experience from the solar energy industry as

it is noticeable that Castellum is serious about sustainability work", says Anna

Kinberg Batra.

Anna-Karin Celsing, born in 1962, holds a master's degree from Stockholm School

of Economics. Anna-Karin Celsing has a background in banking, finance and

Investor Relations. She has previously been Head of Investor Relations at

Swedbank and member of the Group Management at Ratos as Chief Information

Officer. Moreover, Anna-Karin Celsing has experience as Director of the Board in

publicly listed as well as in privately held companies, as well as in the public

sector. Anna-Karin Celsing has, among other positions, been a Board member of

the Swedish Financial Supervisory Authority, the Royal Opera and Tengbom

Arkitekter AB. She has also been Chair of Sverige Television. Anna-Karin Celsing

is currently a Board member at Carnegie Investment Bank AB, Volati AB,

Landshypotek Bank AB, OX2 AB, Lannebo Fonder AB and Tim Bergling Foundation.

"Castellum is already a well-run company with a good strategy and high ambitions

for Nordic expansion. I hope to be able to contribute with my experience and

knowledge in banking, finance and capital markets so that these ambitions are

now realized", says Anna-Karin Celsing.

Reasons for the Election Committee's proposal

The Election Committee's assessment is that the Board in Castellum has

functioned well. In light of the fact that Charlotte Strömberg, Anna-Karin Hatt,

Christer Jacobsson and Nina Linander have declined re-election, the Election

Committee has considered what qualities and competences should be supplemented

to the Board and how the continuous renewal process within the Board should best

be carried out.

The Election Committee considers that the proposed Board members possess good

competence and extensive experience, for example in matters concerning

acquisitions, management and development of properties, capital markets,

financing, community development, sustainable business practices, changing

customer behaviours and creation of long-term shareholder value as well as Board

work in general. Rutger Arnhult, Anna Kinberg Batra and Anna-Karin Celsing are

considered to provide the competence and experience in several of the areas

mentioned above and are thus considered to substantially deepen the Board's

areas of competence and experience. The Election Committee considers that the

proposed Board members together will form a Board that has the versatility and

breadth of competence, experience and background required with regard to

Castellum's operations, stage of development and other circumstances. The

Election Committee's proposal means that the Board will be comprised of four men

and three women.

In connection to the Election Committee's proposal there have been extensive

discussions concerning whether Rutger Arnhult should be part of the Board of

Directors, mainly regarding the risk of conflict of interests.

Within the Board of Castellum, it has historically occurred that current Board

members have been in situations of conflicts of interest, e.g. regarding

construction projects and divestment of real estate. However, these matters have

been dealt with by the Board and relevant Board members in an appropriate

manner.

It is the Election Committee's opinion that Rutger Arnhult is a highly

experienced and competent person within the real estate market. The Election

Committee considers it important that owners actively act on General Meetings,

in Election Committees and on Boards. This is also supported by the Swedish Code

of Corporate Governance. In the Election Committee's opinion, there has been a

lack of active owners on the Board of Castellum. Rutger Arnhult has been

involved in creating major value for all shareholders in e.g. Corem Property

Group AB (publ) and Klövern AB (publ). As a consequence of the Election

Committee's proposal Rutger Arnhult has announced that he will resign as CEO of

Klövern and resign as a member of the Board of Directors in Corem and Klövern no

later than the day he is elected as Chairman of Castellum. It is the Election

Committee's opinion that Rutger Arnhult through these measures should not be

considered to be in conflict of interest or act in violation of other principles

in the Swedish Companies Act or the Swedish Code of Corporate Governance.

Should any Board member be in a situation with conflicting interests, the

provisions of the Swedish Companies Act will apply. Moreover, Castellum applies

the Swedish Code of Corporate Governance with its recommendations on the

composition of the Board, where dependency situations shall be taken into

account. The Election Committee is convinced that the Board of Directors can

handle any conflict of interest that could arise, as they have done

historically.

The Election Committee considers that the proposed members of the Board, will

constitute a strong Board with a wide and deep competence within areas relevant

to Castellum's business operations. It is the Election Committee's opinion that

the proposed Board will contribute to creating long-term value for all of

Castellum's shareholders.

Other proposals regarding the composition of the Board of Directors

On 27 January 2021, Vincent Fokke and Charlotte Strömberg published a proposal

for the composition of the Board other than that proposed by the Election

Committee.

For further information please contact:

Patrik Essehorn, Chairman of the Election Committee, patrik.essehorn@walthon.se,

+46 708 82 03 75

About Castellum

Castellum is one of the Nordic region's largest listed real estate companies

with a property value of SEK 103 billion. We are active in 17 Swedish growth

regions as well as in Copenhagen and Helsinki. Every day, 250,000 people go to

work in our premises. We develop flexible workplaces and logistics solutions

with a lettable area of 4.4 million square meters. One of our sustainability

goals is to be entirely climate neutral by 2030. Castellum is the only Nordic

real estate company selected by the Dow Jones Sustainability Index (DJSI). The

Castellum share is listed on the Nasdaq Stockholm Large Cap.

Beyond expectations.

www.castellum.se