Notice to attend the Annual General Meeting
of Catena AB (publ)

Welcome to Catena’s Annual General Meeting, Monday April 23, 2007 at 5:30 p.m. at the Radisson SAS Scandinavia Hotel, Södra Hamngatan 59-65 in Gothenburg, Sweden.

Registration for the Annual General Meeting will commence at 4:30 p.m., when coffee will be served.

Participation

Catena’s shareholders’ register is maintained by VPC AB. Only owner-registered holdings are listed in the names of the shareholders in the share register. To be entitled to participate in the Annual General Meeting, owners of shares registered in the name of a trustee must have the shares registered in their own names. Shareholders who have trustee-registered shares should request the bank or broker holding the shares to request temporary owner-registration, so-called voting-right registration, several banking days prior to April 17, 2007. Trustees normally charge a fee for this.  

Registration

Registration for participation in the Annual General Meeting may be made:
– via a form on Catena’s website www.catenafastigheter.se
– by telephone to +46 (0) 31-760 09 39
– in writing to: Catena AB, Box 262, SE-401 24 Gothenburg, Sweden
– by e-mail to: arsstamma07@catena.eu
Registration should include name, personal registration number (corporate registration number), address and telephone number. Shareholders who wish to participate in the Meeting must submit notice prior to expiration of the notice period, not later than April 17, 2007, 4:00 p.m.

A shareholder who is not personally present at the Annual General Meeting may exercise his/her voting rights through a representative, who shall have the shareholder’s signed proxy. The proxy must not be more than one year old. Legitimacy papers (registration certificate or corresponding) must be enclosed for proxies issued by a legal entity. These documents should be submitted to Catena not later than April 17, 2007. Proxy forms are available at www.catenafastigheter.se. A shareholder or representative may only have at the most two assistants at the Annual General Meeting. If the shareholder wishes to be accompanied by an assistant, notification to this effect must be provided as specified above.

Agenda proposal

  1. Opening of the Meeting
  2. Election of Chairman of the Meeting
  3. Verification and approval of the voting list
  4. Election of two minutes-checkers to check the minutes with the Chairman
  5. Approval of the agenda
  6. Determination of whether the Meeting has been duly convened
  7. President’s account of operations
  8. Presentation of Annual Report and Consolidated Accounts and Auditor’s Report pertaining to the Parent Company in the Group
  9. Adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet
  10. The disposition to be made of the Company’s profits in accordance with the adopted Balance Sheet and establishment of the record date
  11. The discharge of the members of the Board and of the President from liability pertaining to administration of the Company in fiscal year 2006
  12. Determination of the number of members of the Board of Directors to be elected by the Meeting
  13. Determination of the remuneration to be paid to the Board of Directors and Auditors
  14. Election of the Board of Directors and Chairman of the Board
  15. The Board of Directors proposal for guidelines for the determination of salaries and other remuneration to the President and other senior executives
  16. Authorization for the Board of Directors to propose acquisition and transfer of own shares
  17. Other matters
  18. Close of Annual General Meeting

Decision proposals


Point 2: The Nomination Committee proposes Curt Lönnström as Chairman of the Meeting. 

Point 10: The Board of Directors proposes to the Annual General Meeting that an ordinary dividend of SEK 5.00 per share be paid for the 2006 fiscal year. April 26, 2007, is proposed as the record date, with payment on May 2, 2007.

Point 12: The Nomination Committee proposes to the Annual General Meeting that the number of Board members elected by the Meeting shall be six, as in the preceding year.

Point 13: The Nomination Committee proposes that Board fee to the Chairman shall amount to SEK 200,000 and other Board members who do not receive salaries from the company shall receive SEK 100,000 each. This means unchanged remunerations compared with the preceding year. Remunerations to KPMG Bohlins AB is proposed to be paid for audit assignments performed on current account.

Point 14: The Nomination Committee proposes the re-election of all current members: Ingrid Berggren, Peter Hallgren, Curt Lönnström, Lars Söderblom, Erik Törnberg and Gerard Versteegh. It is proposed that Curt Lönnström continue as Chairman of the Company.

Point 15: The Board proposes that the Meeting decides to establish the following guidelines for senior executives. The proposal primarily agrees with guidelines applied by the Company during 2006. The Board shall be entitled to deviate from the guidelines if applicable in individual cases.

Remuneration to the President is decided by the Board. Remuneration to other senior executives is decided by the President in accordance with principles established by the Board. Board members who are also included in company management, for example, the President, will not participate in work pertaining to such matters. Remuneration will be paid to the Chairman of the Board and members according to the decision of the Annual General Meeting.

Remuneration to the President
The President will be paid, in addition to fixed monthly salary, a bonus, which will amount to a maximum of 22.5 percent of his annual income. Notice period for termination of employment by Catena is 12 months and by the President six months. If termination is initiated by the Company, which is not based on serious breach of contract on the part of the President, the President is entitled to severance pay, in addition to his ordinary monthly salary, corresponding to 12 months salary with deduction for remunerations received for other services during the period. Severance pay will also be paid if the prerequisites for the position have changed by one owner or a group of owners acquiring more than 50 percent of the total voting rights for all shares in the Company. The retirement age for the President is 60 years. Between 60 and 65 years, pension will be paid in the amount of 70 percent of the pensionable final salary on a yearly basis and the average of the President’s bonus during the final three years of employment. After the age of 65, the President will receive pension corresponding to the ITP plan. In addition, the President is entitled to pension insurance in a base amount that Catena previously signed with the President as beneficiary. The President is entitled to a company car, free telephone and free daily newspapers.

Remuneration to other senior executives
For other senior executives, notice of termination initiated by Catena is 12 months and by the employee between three and six months. Retirement age for other senior executives is 65 years. There is a pension agreement corresponding to the ITP plan. The Chief Financial Officer can receive bonus, which may amount to a maximum of SEK 80,000 annually, which is based on personal targets. All other senior executives are entitled to company cars.

Point 16: The Board of Directors proposes that the Meeting authorize the Board, if the Board deems appropriate, to make decisions pertaining to acquisition and transfer of own shares. The authorization is aimed at providing the Board with additional freedom of action in its work with the Company’s capital structure and if appropriate, to facilitate the acquisition of operations through payment using company shares. Acquisition of own shares may amount to a maximum corresponding to one tenth of the number of shares issued in the company. Remuneration for shares shall be market-based. Transfer of own shares may amount to a maximum of the number, which at the time of transfer, was acquired according to the above and may occur through deviation from shareholders’ preferential rights in connection with acquisition of operations, when payment could be made in another form than monetary. The Board shall, on one or more occasions, be able to make such decisions to be make such decision prior to the 2008 Annual General Meeting.

Other


The Annual Report and the AuditReport is available at the Company from March 26, 2007, at Catena AB, Box 262, SE-401 24, Gothenburg, Sweden. The English version of the Annual Report and the Audit Report is available at the same address from April 11, 2007. The following documents are available at the Company from April 4, 2007 and can be forwarded to shareholders upon request.  

  • The Board of Director’s complete decision proposal pertaining to Point 15
  • The auditor’s statements pertaining to compliance with the present principles for remuneration to senior executives
  • The Board of Director’s complete decision proposal pertaining to Point 16
  • The Board of Director’s statement concerning the above proposal for allocation of profits and acquisition and transfer of own shares. 

The documents will also be available at www.catenafastigheter.se

Gothenburg, March 2007
Catena AB (publ)
Board of Directors

Point 10

Point 15

Point 16