Notice of the Annual General Meeting of Tellusgruppen AB
The shareholders of Tellusgruppen AB are hereby invited to attend the Annual General Meeting on Tuesday, June 9, 2026, from 10:00 a.m. to 11:00 a.m. at Tellusgruppen’s headquarters, Drottninggatan 86, 1st floor, Stockholm.
Registration
Shareholders who wish to attend the Annual General Meeting must:
- and be listed in the share register maintained by Euroclear Sweden AB on Monday, June 1, 2026,
- and confirm their attendance so that the Tellus Group receives this confirmation no later than Tuesday, June 2, 2026, by mail to Tellusgruppen AB, Drottninggatan, 111 36 Stockholm (please mark the envelope “Annual General Meeting”) or by email to ir@tellusgruppen.noboxdesign.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 (up to two), and, where applicable, information regarding a representative or proxy. Shareholders who have registered their shares in the name of a nominee 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 3, 2026. 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
- Opening of the Meeting
- 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 auditor’s report, as well as the consolidated financial statements and the consolidated auditor’s report
- Decision on
a) the adoption of the income statement and balance sheet, as well as the consolidated financial statements and the consolidated auditor’s report;
b) the appropriation of the company’s profit or loss in accordance with the adopted balance sheet; and
c) the discharge of the members of the Board of Directors and the CEO from liability.
- 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)
- Establishment of guidelines for the appointment of the Nominating Committee
- Resolution on Authorization Regarding Issuances
- Closing of the meeting
Nomination Committee The current Nomination Committee consists of David Wästberg (Chair of the Nomination Committee), Narges Moshiri, and Arnar Vidarsson, as well as the Chairman of the Board, Thomas Gür, who serves as an ex officio member of the Nomination Committee.
Proposed resolution
Item 2 – Election of the Chair of the Meeting
The Nomination Committee proposes the current Chair of the Board, Thomas Gür, or the person he designates.
Item 3 – Voter List
The voter list proposed for approval is the list prepared by Euroclear Sweden AB on behalf of the company, based on the share register for the general meeting, as well as registered shareholders present at the meeting venue.’
Item 7 – Presentation of the annual report and the auditor’s report, as well as the consolidated financial statements and the consolidated auditor’s report
Annual Report with Auditor’s Report 2025
Item 8(b) – Resolution on the appropriation of the company’s net income according to the adopted balance sheet
The Board of Directors proposes
- a dividend to shareholders of 13 öre per share, totaling 2,309,245 kronor
- that the record date for dividend entitlement be set as June 12, 2026, with an estimated payment date of June 17, 2026
- that the remainder of the profit be carried forward.
Item 9: Determination of the number of Board members and auditors, as well as any alternate auditors
The Nomination Committee proposes five (5) Board members without alternate Board members. The Nomination Committee proposes that one (1) auditor be elected.
Item 10 – Determination of fees for the Board of Directors and the auditor(s)
The Nomination Committee proposes that a total fee of SEK 760,000 (792,000) be paid to the Board of Directors elected by the Annual General Meeting, allocated as remuneration to the Chairman of the Board of SEK 280,000 (252,000) and individually to the other members of SEK 120,000 (108,000).
Remuneration to the auditor shall be paid in accordance with an approved invoice.
Item 11 – Election of Board Members and Auditor(s)
The Nomination Committee proposes the re-election of the following current Board members for the term ending at the close of the next Annual General Meeting:
- Luca Di Stefano
- Thomas Gür
- Elnaz Madani
- Hanna Myhrman
The CVs of the members nominated for re-election can be found on the Tellus Group’s website.
Board member Caj Perrin has declined re-election.
The following person is proposed for election as a new member of the Board:
- David Wästberg
Born in 1974
Studied political science, economic history, and sociology at Stockholm University. Took courses in political science and law at Harvard University.
Other professional experience: Employer policy expert at Almega since 2009. Previously Head of Public Relations and Press at Alfred Berg Asset Management.
Other current roles: Owner and founder of Avagrunn AB, and Chairman of the Policy Committee for the European Services Forum (ESF), which works to promote and facilitate global trade in services.
Number of shares in the Tellus Group: 802,250
The following is proposed as Chair of the Board
- Thomas Gür (re-elected).
It is proposed that the following be re-elected for a term ending at the close of the next annual general meeting:
- the accounting firm Grant Thornton Sweden AB, with Carl Niring as the lead auditor.
Item 12 – Adoption of guidelines for the appointment of the Nomination Committee
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 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 2026. 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 be co-opted to the Nomination Committee. The remaining members shall be appointed by each of the largest shareholders who, within one week of being asked, have expressed a willingness to participate in the Nomination Committee. When appointing a member to the Nomination Committee, it shall be stated which shareholder appointed the member in question. If a shareholder waives its right to appoint a member to the Nomination Committee, this right shall pass to the next largest shareholder who 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 a chairperson from among themselves. The Chair of the Board of Directors shall not also serve as chairperson 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 Q3 2026.
Should the ownership structure of the Tellus Group change, after the Nomination Committee has been announced but before the end of Q4 2026, 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 lowest number of shares in the Tellus Group shall resign from the committee, and the shareholder who has become the largest shareholder in the company shall, in order of their shareholding in the company, be offered the right to appoint a member to the Nomination Committee. Minor changes in the ownership of the company 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 before the end of their 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 holds the largest stake in the company at that time.
The Nomination 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 remuneration shall be paid to the members of the Nomination Committee. However, the Nomination Committee shall have the right to engage external services from experts or consultants and ensure that these are reimbursed by the Tellus Group.
Item 13 – Resolution on authorization regarding share issues
The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board of Directors to carry out share issues in the form of cash issues, set-off issues, and non-cash issues, as well as to issue warrants and convertible debentures, with or without regard to shareholders’ preferential rights and in accordance with the limitations on share capital set forth in the Articles of Association.
The Board of Directors considers that the authorization and the reasons for any deviation from shareholders’ preferential 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 enable the company to issue shares as payment in connection with such acquisitions.
For further information, please contact
Bijan Fahimi, CEO of Tellusgruppen AB
bijan.fahimi@tellusgruppen.noboxdesign.se
+46 707 167 453
Certified Adviser
The Company’s Certified Adviser is Mangold Fondkommission AB, which can be reached by phone at 08-503 015 50 and by email at ca@mangold.se.
About Tellusgruppen AB (publ)
Tellusgruppen is a long-term owner of well-managed companies in the education and childcare sectors. The Group currently operates 28 preschools and seven elementary schools, and also provides childcare and educational services.
The Tellus Group was founded in 2012 as the parent company of Tellusbarn (which was founded in 2007) and as a platform for future expansion in the education and childcare sector.
The Tellus Group’s business concept is to establish, operate, and develop profitable and growing subsidiaries that offer high-quality, innovative, and in-demand services within their respective fields.
Attachments
Notice of the Annual General Meeting of Tellusgruppen AB