Notice of the Annual General Meeting of Tellusgruppen AB
Published: May 5, 2022
Miscellaneous
The shareholders of Tellusgruppen AB are hereby invited to the Annual General Meeting on Tuesday, June 7, 2022,
, from 9:00 a.m. to 10:00 a.m. at Tegnérgatan 35, 3rd floor, Stockholm.
Registration
Shareholders who wish to attend the annual meeting must:
- and be listed in the share register maintained by Euroclear Sweden AB on Wednesday,
May 31, 2022, - and register their attendance so that the registration is received by Tellusgruppen no later than Wednesday, May 31, 2022, by mail to Tellusgruppen AB, Tegnérgatan 35, 111 61 Stockholm (mark the envelope “Annual General Meeting”) or by email to ir@tellusgruppen.se
The registration must include the shareholder’s name, personal or organization number (or equivalent), address, daytime phone number, shareholding, information regarding any assistants (no more than two), and, where applicable, information regarding a representative or proxy. Shareholders whose shares are held in a nominee account must, in order to be entitled to participate in the Annual General Meeting, temporarily re-register these shares with Euroclear Sweden AB in their own name. Such re-registration must be completed no later than Tuesday, June 7, 2022. To ensure this can be done, shareholders must notify the custodian of their request for re-registration well in advance of the aforementioned date.
Draft agenda
- Election of a Chairperson at the Meeting
- Preparation and approval of the voter list
- Selection of one or two tellers
- Determination of whether the meeting was properly convened
- Approval of the agenda
- Presentation of the Annual Report and the Auditor’s Report, as well as the Consolidated Financial Statements and the Consolidated Auditor’s Report
- Decision on
- (a) approval of the income statement and balance sheet, as well as the consolidated financial statements and the consolidated auditor’s report;
- (b) the allocation of the company’s profit or loss as shown in the adopted balance sheet;
- (c) discharge from liability for the members of the board of directors and the chief executive officer, and
- (d) a resolution regarding the appropriation of the company’s net income in accordance with the adopted balance sheet.
- Determination of the number of board members and auditors, as well as any alternate auditors
- Determination of compensation for the Board of Directors and the auditors.
- Election of board members and auditor(s).
- Resolution on Guidelines for Compensation of Senior Executives.
- Other questions.
- Closing of the Meeting.
Proposed resolution:
Item 1: Election of a Chairperson for the Meeting
The owner, whose shareholding amounts to 88.7 percent of the share capital, has proposed that attorney Göran Andersson be elected chairman at the annual meeting or, if he is unable to attend, the person designated by the board instead.
Item 7(d): Resolution on the allocation of the company’s net income in accordance with the approved balance sheet
The Board of Directors proposes that no dividend be paid for the 2021 fiscal year and that the company’s net income be carried forward.
Item 9: Determination of compensation for the Board of Directors and the auditor or auditors
The owner, whose shareholding amounts to 88.7 percent of the share capital, has proposed that a total remuneration of up to 522,500 kronor (475,000 kronor in 2021) be paid to the Board of Directors elected by the Annual General Meeting. The Chairman of the Board shall receive SEK 165,000 (SEK 150,000 in 2021), and the other Board members who are not employees of Tellusgruppen shall each receive SEK 71,500 (SEK 65,000 in 2021); in addition, the auditor shall be paid in accordance with an approved invoice.
Item 10: Election of Board Members and Auditor(s)
The owner, whose shareholding amounts to 88.7 percent of the share capital, has proposed the reelection of Board members Elnaz Madani, Caj Perrin, Charlotta Edholm, Luca di Stefano, and Narges Moshiri for a term ending at the close of the next Annual General Meeting. Thomas Gür is proposed for reelection as Chairman of the Board.
Item 11: Resolution on Guidelines for Compensation of Senior Executives
The Board of Directors’ proposed guidelines for compensation to the CEO and other senior executives stipulate that total compensation shall be in line with market conditions and competitive, and that areas of responsibility, expertise, experience, and outstanding performance shall be reflected in the total compensation. The objective is to enable the company to recruit and retain competent individuals. These guidelines apply to employment agreements entered into after the guidelines have been approved by the Annual General Meeting and to amendments to existing employment agreements made thereafter.
Compensation for the CEO and other senior executives may consist of a fixed salary, variable compensation, a pension, and other customary benefits. Variable compensation shall be based on performance relative to established targets. Such targets shall be determined by the Board of Directors. Total compensation is reviewed annually. The notice period for termination by the company or by the individual shall be a maximum of 6 months. In addition, provided that the company has terminated the employment, senior executives may be offered severance pay for a maximum of 12 months.
Compensation for management that has already been approved falls within the scope of the guidelines.
The Board of Directors shall have the right to deviate from the above guidelines if it determines that, in a specific case, there are special circumstances that justify such a deviation.
The Board of Directors shall draft proposals for new guidelines at least every four years and submit the proposal to the Annual General Meeting for a decision. The guidelines shall remain in effect until new guidelines are adopted by the Annual General Meeting.
Additional Information and Provision of Documents
As of the date of this notice, the company has a total of 12,532,100 shares and votes.
Financial statements and the auditor’s report, complete proposals for resolutions, and other documents required by the Swedish Companies Act will be made available at the Tellus Group’s office at Tegnérgatan 35, 111 61 Stockholm, as well as on the Tellus Group’s website, www.tellusgruppen.se, no later than three weeks before the meeting.
The documents will also be sent free of charge to shareholders who request them and provide their mailing address. The documents will also be available at the annual shareholders' meeting.
Shareholders' Right to Request Information
Shareholders have the right to request information at the shareholders’ meeting 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 Board of Directors and the CEO shall provide such information if the Board deems that it can be done without causing material harm to the company. The duty to provide information also applies to the company’s relationship with other group companies, the consolidated financial statements, and the circumstances described above regarding subsidiaries.
Processing of Personal Data
For information on how your personal data is processed, please see:
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Stockholm, May 2022
The Board of Directors
Tellusgruppen AB