Notice of an Extraordinary Shareholders' Meeting of Tellusgruppen AB

Published: January 30, 2024

  

IR - Regulatory

The shareholders of Tellusgruppen AB, corporate ID no. 556906-5377, are hereby called to an extraordinary general meeting on Wednesday, February 14, 2024, from 4:00 p.m. to 5:00 p.m. at the company’s offices at Tegnérgatan 35, 3rd floor, Stockholm.

The main item on the agenda of the shareholders’ meeting shall be the approval of the Board of Directors’ resolution regarding the issuance of warrants directed at the company, with the purpose of transferring these warrants free of charge to the company’s existing shareholders, whereby the holding of ten (10) shares on the record date for receiving warrants, February 20, 2024, shall entitle the holder to one (1) warrant.

Registration

Shareholders who wish to participate in the meeting must:

  • and be listed in the share register maintained by Euroclear Sweden AB on Tuesday, February 6, 2024,
  • and confirm their attendance so that this information is received by Tellusgruppen no later than Monday, February 5, 2024, 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 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 meeting, temporarily re-register these shares with Euroclear Sweden AB in their own name. Such re-registration must be completed no later than Tuesday, February 6, 2024. 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. Approval of the agenda
  4. Selection of one or two tellers
  5. Determination of whether the meeting was properly convened
  6. Motion to Approve the Board of Directors’ Resolution on the Issuance of Warrants
  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 – Proposal to Approve the Board of Directors’ Resolution on the Issuance of Warrants

It is proposed that the Annual General Meeting resolve to approve the Board of Directors’ decision regarding the issuance of warrants directed at the company, as well as the purpose of the warrant issuance, which is for the company to transfer these warrants free of charge to the company’s existing shareholders in proportion to their shareholdings. Holders of ten (10) shares on the record date for receiving warrants, February 20, 2024, shall be entitled to receive one (1) warrant.

Majority Required for a Decision

A resolution to approve the proposal under Item 6 (Matter concerning approval of the Board of Directors’ resolution on the issuance of warrants) requires, pursuant to Chapter 16, Section 8 of the Swedish Companies Act, the support of at least nine-tenths (9/10) of both the votes cast at the meeting and the shares represented at the meeting.

Additional Information and Provision of Documents

As of the date of this notice, the company has a total of 14,275,947 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 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, January 2024

The Board of Directors, Tellusgruppen AB