Notice of the Annual General Meeting of Tellusgruppen AB

Registration
Shareholders who wish to attend the Annual General Meeting must:
– be listed in the share register maintained by Euroclear Sweden AB as of Monday, June 3, 2024,
– and submit their notice of attendance so that it is received by Tellusgruppen no later than Wednesday, June 5, 2024, at the address Tellusgruppen AB, Tegnérgatan 35, 111 61 Stockholm, (mark the envelope “Annual General Meeting”) or by email to info@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 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 5, 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.

Proposed agenda
1. Opening of the meeting
2. Election of the chairperson of the meeting
3.       Preparation and approval of the voting list
4. Election of one or two tellers
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and the auditor’s report, as well as the consolidated financial statements and the consolidated auditor’s report
8.       Resolutions regarding
a) adoption of the income statement and balance sheet, as well as the consolidated financial statements and the consolidated auditor’s report;
b) allocation of the company’s profit or loss in accordance with the adopted balance sheet; and
c) discharge from liability for the members of the Board of Directors and the CEO.
9. Determination of the number of Board members and auditors, as well as any alternate auditors
10. Determination of fees for the Board and the auditors
11. Election of Board members and auditor(s)
12. Determination of guidelines for the appointment of the Nomination Committee
13.    Resolution on authorization
14. Adjournment of the Meeting

Nomination Committee
The current Nomination Committee consists of Malin Appelgren (Chair of the Nomination Committee), Adel Kouba, and Malin Hökeberg, as well as the Chairman of the Board, Thomas Gür, who serves as an adjunct member of the Nomination Committee.

Proposed decision

Item 2 – Election of the Chair of the Meeting
The Nominating Committee proposes that attorney Göran Andersson be elected Chair of the Annual General Meeting or, if he is unable to attend, the person designated by the Board of Directors.

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 8(b) – Resolution regarding the appropriation of the company’s net income according to the adopted balance sheet
The Board of Directors proposes that no dividend be paid for the 2023 fiscal year and that the company’s net income be carried forward.

Item 9 – Determination of the number of Board members and auditors, as well as any alternate auditors
The Nomination Committee proposes six (7) Board members, with no alternate Board members. The Nomination Committee proposes that one auditor be elected.

Item 10 – Determination of fees for the Board of Directors and the auditor or auditors
The Nomination Committee proposes that a total fee of no more than SEK 660,000 (685,000) be paid to the Board of Directors elected by the Annual General Meeting. The Chairman of the Board shall receive a fee of SEK 210,000 (190,000), and the other Board members who are not employees of the Tellus Group shall each receive a fee of SEK 90,000 (82,500), and 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 following Board of Directors for the period until the end of the next Annual General Meeting:
Re-election of the following current Board members: Elnaz Madani, Caj Perrin, Luca di Stefano, Narges Moshiri, and Thomas Gür. New election of Malin Appelgren (as a member of the Nomination Committee, Malin Appelgren did not participate in the deliberations and decision regarding her own nomination).
Board members Ida Karlberg-Gidlund and Adel Koubaa have declined re-election.

Thomas Gür is proposed for reelection as Chairman of the Board.

Information about the proposed new board member:
Malin Appelgren, born in 1969, is a senior consultant in health and social care. Formerly Director of Growth, Marketing, and Communications, and Municipal Commissioner. No shareholding.

The Nomination Committee proposes the re-election of the registered auditing firm Grant Thornton Sweden AB as the Company’s auditor until the end of the next Annual General Meeting. Grant Thornton Sweden AB has announced that, if the Annual General Meeting approves the proposal, authorized public accountant Carl Niring will serve as the lead auditor.

Further details about the proposed board members are available on the Tellus Group’s website.

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 willingness to participate in the Nomination Committee. This shall take place after the Annual General Meeting and no later than the end of August 2024. 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 have expressed a willingness to participate in the Nomination Committee, within one week of being asked. Upon the appointment of a member to the Nomination Committee, it shall be stated which shareholder appointed the member in question. If a shareholder waives their 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 Chairman of the Board shall be tasked with carrying out the process of asking relevant shareholders about their willingness to participate in the work of the Nomination Committee.
 
The members of the Nomination Committee shall appoint 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 Nomination Committee members shall be announced no later than in connection with the publication of the company’s interim report for the third quarter of 2024.
 
Should the ownership of the company change, after the Nomination Committee has been announced but before the end of the fourth quarter of 2024, to such an extent that the members of the Nomination Committee no longer reflect the shareholder structure as described above, and if the Nomination Committee deems it appropriate, the member of the Nomination-Committee who represents the shareholder with the lowest number of shares in the company 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 ownership of the company shall not be taken into account.
 
Shareholders who have appointed a member of the Nomination Committee have the right to remove that member and appoint a new member.
 
If a member of the Nomination Committee resigns prematurely and the Nomination Committee deems it appropriate, a new member shall be appointed by the shareholder who appointed the resigning member or, if ownership in the company has changed, by the shareholder who at that time holds the largest stake in the company.
 
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 contract external services from experts or consultants and ensure that these are reimbursed by the Tellus Group.
 
Item 13 – Resolution on Authorization
The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board of Directors 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’ 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 a valid resolution under this section, the proposal must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

Additional Information and Availability of Documents
As of the date of this notice, the company has a total of 14,678,424 shares and votes.
Financial statements and the auditor’s report, complete proposals for resolutions, and other documents required by the Swedish Companies Act will be available at the Tellus Group’s office at Tegnérgatan 35, 111 61 Stockholm, as well as on the Tellus Group’s website, www.tellusgruppen.noboxdesign.se, no later than three weeks prior to 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 General Meeting.

Shareholders’ Right to Request Information
Shareholders have the right to request information at the general 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 such matters as 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 2024
The Board of Directors
Tellusgruppen AB