Notice of the Annual General Meeting of Tellusgruppen AB

Published: May 8, 2023

  

Miscellaneous

The shareholders of Tellusgruppen AB are hereby invited to the Annual General Meeting on Tuesday, June 8, 2023,
, from 10:00 a.m. to 11:00 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, 2023,
  • and register their attendance so that the registration is received by Tellusgruppen no later than Wednesday, May 31, 2023, by mail to Tellusgruppen AB, Tegnérgatan 35, 111 61 Stockholm (mark the envelope “Annual General Meeting”) or by email to info@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 (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 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 Wednesday, June 7, 2023. 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. Presentation of the Annual Report and the Auditor’s Report, as well as the Consolidated Financial Statements and the Consolidated Auditor’s Report
  7. Decision on
    1. approval of the income statement and balance sheet, as well as the consolidated financial statements and the consolidated auditor's report;
    1. allocations of the company's profit or loss as shown in the approved balance sheet;
    1. discharge from liability for the members of the Board of Directors and the CEO, as well as
    1. a resolution regarding the allocation of the company's net income in accordance with the adopted balance sheet.
  8. Determination of the number of board members and auditors, as well as any alternate auditors
  9. Determination of compensation for the Board of Directors and the auditors.
  10. Election of board members and auditor(s).
  11. Resolution on the Establishment of a Nominating Committee
  12. Authorization Decision
  13. Resolution on Guidelines for Compensation of Senior Executives.
  14. Other questions.
  15. Closing of the Meeting.

Proposed resolution:

Item 1: Election of a Chairperson for the Meeting

The owner, whose shareholding amounts to 93.5 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 2022 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 93.5 percent of the share capital, has proposed that a total fee of up to 685,000 kronor (522,500 kronor in 2022) be paid to the Board of Directors elected by the Annual General Meeting. As of the 2022 Annual General Meeting, it is proposed that the Board be expanded by one member, which will result in the above total increasing more than previously; see also Item 10 below. The Chairman of the Board shall receive a fee of 190,000 Swedish kronor (165,000 Swedish kronor in 2022), and the other Board members who are not employees of Tellusgruppen shall each receive 82,500 Swedish kronor (71,500 Swedish kronor in 2022); furthermore, 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 93.5 percent of the share capital, has proposed, for the period until the end of the next annual shareholders’ meeting, the reelection of board members Elnaz Madani, Caj Perrin, Luca di Stefano, and Narges Moshiri, as well as the election of Ida Karlberg-Gidlund and Adel Koubaa. Thomas Gür is proposed for reelection as Chairman of the Board.

Item 11: Resolution on the Establishment of a Nominating Committee

The owner, whose shareholding amounts to 93.5 percent of the share capital, proposes that the Annual General Meeting resolve that the company establish a Nomination Committee to serve in the run-up to the 2024 Annual General Meeting. The Nomination Committee shall consist of no fewer than three and no more than four members.

The members of the Nomination Committee shall represent all shareholders and shall be appointed by the largest shareholders, in terms of voting rights, who have expressed a desire to participate in the Nomination Committee. This shall take place after the Annual General Meeting and no later than the end of August 2023. If any of these shareholders appoint the Chairman of the Board as a member, the Nomination Committee shall consist of four members. Otherwise, the Chairman of the Board shall serve as an adjunct member of the Nomination Committee. The remaining members shall be appointed by each of the three largest shareholders by number of votes who have expressed a willingness to participate in the Nomination Committee, within one week of being asked. When appointing a member to the Nomination Committee, the shareholder that appointed the member in question shall be specified. If a shareholder waives its right to appoint a member to the Nomination Committee, this right shall pass to the next largest shareholder that has not already appointed a member to the Nomination Committee.

The Chair of the Board shall be responsible for conducting the process of asking current shareholders whether they wish to participate in the work of the Nomination Committee.

The members of the Nomination Committee shall elect the committee’s chair from among themselves. The chair of the Board of Directors shall not also serve as chair of the Nomination Committee. The names of the members of the Nomination Committee shall be announced no later than in connection with the publication of the company’s interim report for the third quarter of 2023.

Should the ownership of the company change—after the Nomination Committee has been announced but before the end of the fourth quarter of 2023—to such an extent that the members of the Nomination Committee no longer reflect the shareholder structure described above, and if the Nomination Committee deems it appropriate, the member of the Nomination Committee representing the shareholder with the fewest shares in the company shall resign from the Nomination Committee, and the shareholder who has become one of the three largest shareholders in the company shall be offered the right to appoint a member to the Nomination Committee. Minor changes in the company’s ownership structure shall not be taken into account.

Shareholders who have appointed a member to the Nomination Committee have the right to remove that member and appoint a new one.

If a member of the Nomination Committee resigns from his or her position before the end of the term and the Nomination Committee deems it appropriate, a new member shall be appointed by the shareholder who appointed the resigning member or, if the ownership structure of the company has changed, by the shareholder who, at that time, has become one of the three largest shareholders in the company in terms of voting rights.

The Nominating Committee shall carry out its duties in accordance with the Swedish Companies Act, the Articles of Association, and the recommendations of the Swedish Code of Corporate Governance.

No compensation shall be paid to the members of the Nomination Committee. However, the Nomination Committee shall have the right to contract external services from experts or consultants and ensure that they are compensated by the company.

Item 12: Resolution on Authorization

The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board to carry out cash issues, set-off 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 Board of Directors believes that this authorization and the reasons for any deviation from shareholders’ preemptive rights are necessary to increase the company’s financial flexibility and the Board’s scope for action, as well as to enable the raising of capital for the acquisition of companies, businesses, and operations, or to allow the company to issue shares as payment in connection with such acquisitions.

Item 13: 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, there are a total of 13,986,836 shares and votes in the company.

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 2023
The Board of Directors
Tellusgruppen AB