Castellum — Board/Management Information 2021

Jan 27, 2021

Proposal regarding the Board of Directors

Proposal regarding the Board of Directors

Castellum has received a proposal regarding the composition of the Board of

Directors from Stichting Pensioenfonds ABP, the second largest shareholder in

Castellum, and two members of the Election Committee, Vincent Fokke,

representing Stichting Pensioenfonds ABP, and Charlotte Strömberg, Chair of the

Board of Castellum.

The election of the Board of Directors will take place at the Annual General

Meeting to be held on March 25, 2021.

Proposal regarding the composition of the Board

The purpose of this proposal is to ensure a Board of Directors of Castellum that

is both competent and experienced, is independent of competitors of Castellum

and able to work in the interest of all shareholders in the company, under the

leadership of a Chairman that has no conflicts of interest as stated by the

parties behind the proposal.

It is proposed that the Board of Directors shall consist of seven members, and

that Per Berggren, Anna-Karin Hatt, Christer Jacobson, Christina Karlsson

Kazeem, Nina Linander, Zdravko Markovski and Joacim Sjöberg shall be re-elected

as Board members. Per Berggren is proposed as new Chairman of the Board.

Charlotte Strömberg has de­clin­ed re-election.

The existing Board of Directors of Castellum is indeed well-functioning. The

proposed Board members, indivi­dually and as a group, possess a wide range of

competences and experiences that are highly relevant for Castellum's business.

Furthermore the proposed composition represents versatility and diversity,

including an appropriate gender balance.

Castellum is currently in an intense transformation phase with a high level of

transaction activity, stra­tegic business developments and operational change,

among others to meet customer expectations in a post-covid environment.

Maintained continuity as regards to the work of the Board of Directors and an

undisrupted environment in the Castellum boardroom are considered to be of high

importance. More­over, the existing Board of Directors has delivered excel­lent

shareholder returns during a number of years. The proposed Board of Directors is

considered best placed to continue this work and capable to safeguard the

interest of all shareholders in Castellum. The proposed Board members are all

deem­ed independent in relation to Castellum and its exe­cutive mana­ge­ment and

have shown a high level of integrity in their work as Board members of

Castellum.

Per Berggren will be an excellent Chairman of the Board of Castellum. He has a

deep understanding of the real estate sector and is not engaged in companies

competing with Castellum. He knows Castellum very well, is highly regarded by

the existing Board members, represents continuity and may indepen­dently

represent all shareholders in Castellum.

Concerns regarding the proposal to nominate Rutger Arnhult as the Chairman of

the Board of Castellum

As set out in the press release by Castellum on December 29, 2020, the members

of the Election Committee, Vincent Fokke and Charlotte Strömberg do not support

the Election Committee's proposal to nominate Rutger Arnhult as the Chairman of

the Board of Castellum and have made a reservation against that proposal.

Rutger Arnhult is, together with related parties, in practice controlling the

listed real estate companies Klövern and Corem Property Group. Both these

companies are direct competitors of Castellum. It is not to the benefit of all

shareholders in Castellum, nor in accordance with good corporate practice, to

have a Chairman of the Board closely engaged in competing businesses. We believe

it would be detrimental to the work and governance of the Board of Castellum to

have such a Chairman of the Board. Also, as previously stated the Election

Committee last year proposed Joacim Sjöberg as a member of the Board following

nomination by Rutger Arnhult. This year, Rutger Arnhult is suggested, by a

majority in the Election Committee, to become the Chairman of the Board. It

would be dispropor­tionate to Rutger Arnhult's economic interest in Castellum if

he is allowed to appoint two or even more representatives on the Board,

including the Chairman.

The existing Board members Anna-Karin Hatt, Christer Jacobson and Nina Linander

have stated that they are not available for re-election in the event that Rutger

Arnhult would be elected to the Board of Directors of Castellum. These Board

members have expressed similar concerns as set out herein. The potential

departure of three very competent and experienced Board members would be a

serious detriment to good corporate governance in Castellum.

The complete proposal is attached to this press release and is available on

www.castellum.se.

For further information please contact:

Vincent Fokke, representing Stichting Pensioenfonds ABP, vincent.fokke@apg

-am.nl,

mobile +31 (6) 13 59 1040

Charlotte Strömberg, Chair of the Board of Castellum, charlotte@accretiv.se,

mobile +46 70 277 04 03

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