Notice of an Extraordinary Shareholders' Meeting of Tellusgruppen AB

Published: August 10, 2022

  

Miscellaneous

The shareholders of Tellusgruppen AB, corporate ID No. 556906-5377, are hereby called to an extraordinary general meeting on Wednesday, August 24, 2022, from 1:30 p.m. to 2:00 p.m. at Tegnérgatan 35, 3rd floor, Stockholm.

Registration

Shareholders who wish to participate in the meeting must:

  • and be listed in the share register maintained by Euroclear Sweden AB on Tuesday, August 16, 2022,
  • and confirm their attendance so that this information is received by Tellusgruppen no later than Thursday, August 18, 2022, by mail to Tellusgruppen AB, Tegnérgatan 35,
    111 61 Stockholm (mark the envelope “Extraordinary General Meeting”) or by email to ir@tellusgruppen.se.

The registration must include the shareholder’s name, personal or corporate identification number (or equivalent), address, daytime phone number, shareholding, information regarding any assistants (up to 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 meeting, temporarily re-register these shares with Euroclear Sweden AB in their own name. Such re-registration must be completed no later than Thursday, August 18, 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

  1. Election of a Chairperson at the Meeting
  2. Preparation and approval of the voter list
  3. Selection of one or two tellers
  4. Determination of whether the meeting was properly convened
  5. Approval of the agenda
  6. Authorization Decision
  7. Other questions
  8. Closing of the meeting

Proposed decision

Item 1 – Election of a Chairperson for the Meeting

Shareholders whose combined shareholding amounts to more than 85 percent of the share capital have 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 of directors.

Item 6 – Resolution on Authorization

It is proposed that the Annual General Meeting resolve to authorize the Board of Directors, until the next Annual General Meeting, to carry out cash issues, offset issues, and non-cash issues, as well as to issue warrants and convertible debentures, with or without regard to shareholders’ preemptive rights and in accordance with the limitations on share capital set forth in the Articles of Association.

The purpose of this authorization and the reasons for any deviation from shareholders’ preemptive rights are to enable share issuances to increase the company’s financial flexibility and the Board of Directors’ scope for action, as well as to facilitate the raising of capital for the acquisition of companies, businesses, and operations, or to enable the company to issue shares as payment in connection with such acquisitions.

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.

Documents required under the Swedish Companies Act will be made available at the Tellusgruppen's office located at Tegnérgatan 35, 111 61 Stockholm, as well as on the Tellusgruppen's website, www.tellusgruppen.se, no later than two 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 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 disclose 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, August 2022
The Board of Directors
Tellusgruppen AB