Pre-Annual General Meeting Information • Apr 16, 2025
Pre-Annual General Meeting Information
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Stockholm, 16 April 2025

The annual general meeting of Catella AB, reg. no. 556079-1419, (the "Company" or "Catella") will be held on Tuesday 20 May 2025 at 10.00 at GT30, Grev Turegatan 30 in Stockholm, Sweden. Registration for the annual general meeting will commence at 09.30. The board of directors has resolved that shareholders shall also be able to exercise their voting rights at the annual general meeting by postal voting in advance in accordance with § 11 of the articles of association.
Shareholders who wish to participate in the annual general meeting shall:
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.
To be entitled to participate in the annual 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 Monday 12 May 2025. 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 Wednesday 14 May 2025 will be considered in the presentation of the share register.
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 on the abovementioned address no later than Wednesday 14 May 2025. A proxy form is available on the

Stockholm, 16 April 2025
Company's website, www.catella.com/en/investor-relations/corporate-governance/generalmeetings.
A certain form shall be used for postal voting. The postal voting form is available on the Company's website, www.catella.com/en/corporate-governance/general-meetings. The completed and signed postal voting form shall be submitted by post to Catella AB, "Annual General Meeting 2025", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected]. The completed and signed form must be received by Euroclear Sweden AB, who administers the forms on behalf of the Company, no later than Wednesday 14 May 2025. Shareholders may also cast their postal votes electronically via BankID verification as per instructions available on Euroclear Sweden AB's website, https://anmalan.vpc.se/euroclearproxy. Such electronic postal votes shall be submitted no later than Wednesday 14 May 2025.
If the shareholder postal votes by proxy, a power of attorney shall be enclosed to the form. A proxy form is available on the Company's website, www.catella.com/en/corporategovernance/general-meetings. 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.
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 and circumstances that may affect the assessment of the Company's financial situation. The disclosure obligation also relates to the Company's relationship with group companies and the consolidated accounts, as well as such relationships regarding subsidiaries as referred to in the previous sentence.
Stockholm, 16 April 2025

Stockholm, 16 April 2025
Proposals for resolutions under items 2 and 13-15 have been presented by Catella's nomination committee ahead of the annual general meeting 2025, comprising Eje Wictorson (chair of the nomination committee), appointed by Claesson & Anderzén, Ruben Visser, appointed by Gran Fondo Capital and Oscar Karlsson, appointed by Alcur Funds.
Proposals for resolutions under items 10, 12 and 16-18 have been presented by the board of directors of the Company.
Proposal for resolution under item 19 has been presented by the Company's largest shareholder, Claesson & Anderzén. Gran Fondo Capital and Alcur Funds have in advance expressed their support for the proposal.
The nomination committee proposes Sofia Watt as chair of the annual general meeting.
Item 10. Resolution regarding dispositions of the Company's profit or loss in accordance with the adopted balance sheet and on record date for dividend The board of directors proposes that the annual general meeting resolves on a dividend to the shareholders of SEK 0.90 per share for the financial year 2024 and that the remaining profit is carried forward. Based on the total number of shares in the Company as per the date of this notice, the proposed dividend amounts to a total of SEK 79,513,714.80.
The board of directors proposes Thursday 22 May 2025 as record date for the dividend. If the annual general meeting resolves in accordance with the proposal, the dividend is expected to be paid by Euroclear Sweden AB on Tuesday 27 May 2025.
The board of directors proposes that the annual general meeting resolves to approve the board of directors' remuneration report for 2024 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
The nomination committee proposes that the board of directors shall comprise seven (7) members with no deputy board members and that the Company shall have one (1) auditor and no deputy auditors.
The nomination committee proposes the following remuneration for work in the board of directors for the period until the end of the next annual general meeting (previous year's remuneration stated in parentheses):
If the annual general meeting resolves in accordance with the nomination committee's proposals regarding board composition and remuneration to the board of directors, including remuneration

Stockholm, 16 April 2025
for work in the committees, under items 13 and 14, the total remuneration to the board of directors will amount to SEK 3,775,000 (SEK 3,049,000).
Further, the nomination committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.
The nomination committee proposes, for the period until the end of the next annual general meeting, re-election of the board members Tobias Alsborger, Pernilla Claesson, Samir Kamal and Sofia Watt, as well as election of Erik Eikeland, Erik Ranje and Erik Rune as new board members. Johan Damne and Anneli Jansson have declined re-election.
The nomination committee proposes election of Erik Rune as new chair of the board of directors.
In accordance with the recommendation from the audit committee, the nomination committee proposes re-election of the registered accounting firm KPMG AB as auditor for the period until the end of the annual general meeting 2026. KPMG has informed the Company that the authorized public accountant Johanna Hagström Jerkeryd will continue as auditor-in-charge if KPMG is re-elected as auditor.
The CEO and the other members of the Company's group management from time to time as well as members of the board of directors, to the extent they receive remuneration in addition to remuneration decided by the general meeting, are subject to these guidelines. At the time of the adoption of these guidelines, the group management comprises, in addition to the CEO, the CFO, the Head of Group HR and the Head of Group Legal. The guidelines shall be applied to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2025. These guidelines do not apply to remuneration decided by the general meeting.
The Company's business strategy is dependent on the ability to recruit and retain qualified employees. The total remuneration should be on market terms and competitive, which is a prerequisite for the successful implementation of the Company's business strategy and the safeguarding of its long-term interests, including sustainability. Further, the remuneration shall be set in proportion to responsibilities and authority.
Remuneration to the CEO and other members of the Company's group management may consists of base salary, short-term and long-term variable remuneration, pension benefits and other benefits.
Base salary is determined by the board of directors and should be on market terms, reflecting the significance of each position for the Company as a whole. The base salary should reflect the executive's area of responsibility, skills, and experience, and require a committed effort at a high professional level.
Stockholm, 16 April 2025

Short-term variable remuneration is decided by the board of directors and shall be based on predetermined financial and non-financial targets. The targets for short-term variable remuneration, such as group-wide financial targets related to e.g. EBIT and/or assets under management (AUM), sustainability targets, and/or individual targets aligned with each executive's area of responsibility, shall be designed to promote the Catella Group's strategy and long-term value creation, and be related to responsibilities and authority. The board of directors may also decide on discretionary targets related to the executive's overall performance during the measurement period. Such discretionary targets shall constitute no more than 50 percent of the total target-based short-term variable remuneration. The assessment of the extent to which the targets have been achieved shall be measured over a one-year period.
The short-term variable remuneration may amount to a maximum of 100 percent of the fixed annual base salary. Additional variable cash remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are within a predetermined time frame and are only made individually either with the aim of recruiting or retaining executives, or as remuneration for extraordinary achievements in addition to the individual's ordinary assignments. Such extraordinary remuneration paid in addition to short-term variable remuneration in accordance with the above may not exceed an amount corresponding to 100 percent of the fixed annual base salary and may not be paid more than once a year per individual. Decisions relating to such remuneration shall be made by the board of directors following preparation by the remuneration committee.
Long-term variable remuneration in the form of long-term share-based incentive programs is decided by the general meeting and is thus not covered by these guidelines.
Pension benefits, including healthcare insurance (Sw. sjukförsäkring), shall be based on defined contribution. Variable cash remuneration shall not be pensionable. Pension premiums based on defined contribution shall amount to a maximum of 30 percent of the fixed annual base salary.
Other benefits may include life insurance, healthcare insurance, wellness benefits (Sw. friskvård) and lunch. Such benefits may amount to not more than 10 percent of the fixed annual base salary.
Upon notice of termination of employment by the Company, the notice period shall be a maximum of twelve months, and upon notice of termination by the employee a maximum of six months. Salary and severance pay may in total not exceed 100 percent of the fixed annual base salary.
In addition, remuneration may be paid for potential non-competition undertakings. Such remuneration shall compensate for any loss in income and shall only be payable in so far as the former executive is not entitled to receive severance pay. Remuneration shall be based on the fixed base salary at the time of resignation and may amount to a maximum of 60 percent of the monthly salary at the time of notice of termination of employment and shall be payable during the period the non-competition undertaking applies, which shall not exceed nine months after the end of employment.
The Company is contractually prohibited to reclaim variable remuneration. The Board shall have the possibility, under applicable law or contractual provisions and subject to the

Stockholm, 16 April 2025
restrictions that may apply under law or contract, to in whole or in part reclaim variable remuneration paid on erroneous grounds.
The process for preparing, reviewing and implementing the remuneration guidelines is handled by a separate remuneration committee. After preparation by the remuneration committee, the board of directors shall prepare a proposal for new guidelines at least every four years and present the proposal for resolution at the general meeting. The guidelines shall apply until such time that new guidelines are adopted by the general meeting. The remuneration committee has an advisory (follow-up and evaluation) as well as a preparatory function for decision-making ahead of review and resolution by the board of directors. The chair of the board may be chair of the remuneration committee. Other members of the remuneration committee shall be independent in relation to the Company and management. The remuneration committee holds at least two regular meetings each year, well in advance before regular board meetings to address remuneration matters. All members of the remuneration committee, the CEO and the Head of Group HR shall, if possible, participate in the remuneration committee's meetings (however subject to provisions relating to conflicts of interest under the Swedish Companies Act). Any other individual presenting a matter to the remuneration committee shall participate in the remuneration committee's meetings to the extent the remuneration committee considers it appropriate. Individuals affected by the decisions shall however not attend meetings of the remuneration committee or the board of directors during the period of preparation and decisions regarding the matter.
Each year, the remuneration committee completes an analysis of how the total salary structure and employment terms for the Company's employees compare to the remuneration of the CEO and senior executives. This forms the basis for decisions when evaluating the reasonableness of these guidelines.
The board of directors may resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company's long-term interests, including sustainability, or to ensure the Company's financial viability.
In relation to the guidelines for remuneration adopted by the annual general meeting 2022, and in addition to editorial and other changes not deemed significant, the guidelines have been supplemented with criteria to be applied for determining base salary and a description of the targets to be applied for short-term variable remuneration. Furthermore, a provision has been introduced allowing the board of directors to decide on discretionary targets for short-term variable remuneration related to the executive's overall performance.
No material opinions on the remuneration guidelines have been presented by shareholders.
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve on a new issue of shares of class A and/or class B, provided that such an issue can be made without amending the articles of association. The total number of shares that may be issued under the authorization may

Stockholm, 16 April 2025
in total not exceed ten (10) percent of the total number of shares in Catella at the time of the annual general meeting.
The authorization shall include the right to resolve on share issues through cash payment, payment in kind or payment by set-off. A cash or set-off issue made with deviation from the shareholders' preferential rights shall be made on market terms.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights are to enable the Company to increase growth and improve results and cash flow by financing acquisitions and/or investments and thus contribute to increased shareholder value, as well as to promote increased liquidity in the Company's shares and a larger shareholder base in the Company.
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions during the period until the next annual general meeting, resolve on repurchase of the Company's own shares of class A and/or class B. Repurchase of shares may only be made at a maximum number of shares so that the Company's holding, from time to time after such repurchase, does not exceed ten (10) percent of the total number of shares in the Company. Repurchase may only be made on Nasdaq Stockholm at a price per share within the prevailing share price interval at the time, where share price interval means the difference between the highest buying price and the lowest selling price. In the event that repurchase is effected by a stock broker assigned by the Company, the share price may, however, correspond to the volume weighted average price during the time period within which the shares were repurchased, even if the volume weighted average price on the date of delivery falls outside the price range. Payment for the shares shall be made in cash.
Further, the board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions during the period until the next annual general meeting, resolve to transfer own shares of class A and/or class B. The maximum number of shares of class A and/or class B that may be transferred may not exceed the total number of shares of class A and/or class B held by Catella at any given time.
Transfers shall take place on or outside Nasdaq Stockholm, including a right to resolve on deviation from the shareholders' preferential rights. Transfers of shares of class A and/or class B on Nasdaq Stockholm shall be made at a price within the prevailing share price interval at the time, where share price interval means the difference between the highest buying price and the lowest selling price. Transfers of shares of class A and/or class B outside Nasdaq Stockholm shall be made on market terms and to a price in cash or value of property received that corresponds to the share price at the time of the transfer of the shares of class A and/or class B in Catella that are transferred, with any deviation that the board of directors deems appropriate in the individual case.
The purpose of the above authorizations regarding repurchase and transfer of own shares of class A and/or class B, and the reason for the deviation from the shareholders' preferential rights (in relation to transfer), is to enable the Company to increase growth and improve results and cash flow by financing acquisitions and/or investments in a cost-effective manner through payment with the Company's own shares, and to enable the achievement of a more appropriate capital structure from time to time.

Stockholm, 16 April 2025
Item 19: Resolution on a long-term incentive program for members of the board of directors including a directed issue and subsequent transfer of warrants
Catella's largest shareholder Claesson & Anderzén, representing approximately 49.42 percent of the share capital and approximately 49.19 percent of the votes in the Company, propose that the annual general meeting resolves to implement a warrant-based incentive program for all board members of the Company. The Company's second and third largest shareholders, Gran Fondo Capital and Alcur Funds, together representing approximately 12.15 percent of the share capital and approximately 11.57 percent of the votes in the Company, have in advance expressed their support for the proposal.
The purpose of the program, and the reasons for deviating from the shareholders' preferential rights, is to encourage the members of the board of directors to increase their shareholding in Catella and to provide for the possibility to participate in and promote a positive development in the value of the Company's shares, which is expected to increase the alignment of interests between the members of the board of directors and Catella's shareholders.
3.1 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 twoweek 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 23 August 2028

Stockholm, 16 April 2025
and no later than 20 September 2028.
Subscription of shares can however not 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.
Illustrative calculation example based on an assumed subscription price of SEK 33.20
| Share price | Total dilution | Total number of new Class B shares |
|---|---|---|
| 35 | 0.02% | 21,818 |
| 40 | 0.08% | 71,579 |
| 45 | 0.12% | 109,767 |
| 50 | 0.16% | 140,000 |

Stockholm, 16 April 2025
establishment and administration.
For valid resolutions of the annual general meeting in accordance with the proposals under items 17 and 18, the resolutions must be supported by shareholders representing at least twothirds of both the votes cast and the shares represented at the annual general meeting.
For a valid resolution of the annual general meeting in accordance with the proposal under item 19, the resolution must be supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the annual general meeting.
The proposals of the board of directors and the nomination committee to the annual general meeting are set out in this notice. Accounting documents, the auditor's report and other documents to the annual general meeting are available on the Company's website, www.catella.com/en/investor-relations/corporate-governance/general-meetings, and at the Company's headquarters at Birger Jarlsgatan 6, SE-114 34 Stockholm, Sweden. The notice and the other documents will be sent, free-of-charge, to shareholders who so request and state their address. The documents can be ordered via Euroclear Sweden AB using the contact information stated above.
As per the date of this notice, the total number of shares in the Company amounts 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.
The board of directors, the CEO or the person appointed by either of them shall have the right to make the minor adjustments to the general meeting's resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office and/or Euroclear Sweden AB.
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.


This English version of the notice convening the annual 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 April 2025
The Board of Directors
For more information, please contact: Michel Fischier CFO +46 (0)8-463 33 86 [email protected]
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