Notice of an Extraordinary Shareholders' Meeting of Tellusgruppen AB

Published: January 10, 2025

  

Other, IR - Regulatory

The shareholders of Tellusgruppen AB, corporate ID No. 556906-5377, are hereby called to an extraordinary general meeting on Wednesday, January 29, 2025, from 10:30 a.m. to 11:30 a.m. at the company’s offices at Tegnérgatan 35, 3rd floor, Stockholm.

The main item on the agenda of the meeting will be the election of Hanna Myhrman as an ordinary member of the Board of Directors of Tellusgruppen AB, to replace current Board member Narges Moshiri, who has informed the Nomination Committee that she wishes to resign from the Tellus Group’s Board of Directors upon the conclusion of the extraordinary general meeting.

Registration

Shareholders who wish to participate in the meeting must:

  • and be listed in the share register maintained by Euroclear Sweden AB on Wednesday, January 22, 2025,
  • and confirm their attendance so that this information is received by Tellusgruppen no later than Tuesday, January 21, 2025, 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 telephone number, shareholding, information regarding any assistants (maximum of two), and, where applicable, information regarding a representative or proxy. Shareholders who have registered their shares 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 Wednesday, January 22, 2025. 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. Election of a Board Member
  7. Board compensation for a new board member
  8. Other questions
  9. Closing of the meeting

Nomination Committee

The current Nomination Committee consists of Malin Hökeberg (Chair of the Nomination Committee), Elnaz Madani, and Caj Perrin, as well as the Chair of the Board, Thomas Gür, who serves as an ex officio member of the Nomination Committee.

The Nominating Committee has issued a statement ahead of the extraordinary general meeting, which can be found onthe Tellus Group’s website.

Proposed decision

Item 1 – Election of a Chairperson for the Meeting

The Nominating Committee proposes that the Chairman of the Board, Thomas Gür, be elected Chairman of the Extraordinary General Meeting or, if he is unable to attend, the person designated by the Board in his place.

Item 6 – Election of a Board Member

The Nominating Committee proposes the election of Hanna Myhrman as a new member of the Board of Directors for the term ending at the close of the next Annual General Meeting, to replace current Board member Narges Moshiri, who has informed the Nominating Committee that she wishes to resign from the Tellus Group’s Board of Directors upon the conclusion of the Extraordinary General Meeting.

Information about the proposed new board member:
Hanna Myhrman, born in 1992, has been General Counsel and Head of M&A at ADDvise Group since 2019. Previously, she was an associate at the law firm DLA Piper Sweden. Hanna Myhrman is independent of Tellusgruppen and its management, as well as of the company’s major shareholders. Shareholding in Tellusgruppen: 27,778.

More information about Hanna Myhrman is available on the Tellus Group's website.

Item 7 – Board Compensation for a New Board Member

The Nominating Committee proposes that the newly elected Board member be compensated at the same level as the current regular members, in proportion to the number of days remaining from the date of election at the Extraordinary General Meeting until the next Annual General Meeting. 

Additional Information and Provision of Documents

As of the date of this notice, the company has a total of 16,004,306 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 2025

The Board of Directors

Tellusgruppen AB