The extraordinary general meeting of Catella AB was held today, on Wednesday 20 March 2024. The extraordinary general meeting resolved in accordance with all proposals presented by the board of directors.

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

About Catella

Catella is a leading specialist in property investments and fund management, with operations in 12 countries. The group has EUR 14 billion in assets under management. Catella is listed on Nasdaq Stockholm in the Mid Cap segment. Read more at catella.com.

Attachments

Bulletin from the extraordinary general meeting of Catella AB

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