Notice of an Extraordinary General Meeting of Tellusgruppen AB
Published: January 10, 2025
The shareholders of Tellusgruppen AB, corporate registration number 556906-5377, are hereby summoned 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 the current board member Narges Moshiri, who has informed the Nomination Committee that she wishes to resign from the Tellusgruppen Board upon the conclusion of the Extraordinary General Meeting.
Registration
Shareholders who wish to attend 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 the Tellus Group receives this confirmation no later than Tuesday, January 21, 2025, by mail to Tellusgruppen AB, Tegnérgatan 35, 111 61 Stockholm (please mark the envelope “Extraordinary 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 (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
- Election of a Chairperson at the Meeting
- Preparation and approval of the voter list
- Approval of the agenda
- Selection of one or two tellers
- Determination of whether the meeting was properly convened
- Election of a Board Member
- Board compensation for a new board member
- Other questions
- 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 Chairman of the Board, Thomas Gür, who serves as an adjunct member of the Nomination Committee. The Nomination Committee has issued a statement ahead of the Extraordinary General Meeting, which is available on the Tellus Group’s website.
Proposed resolutions
Item 1 – Election of the Chair of the Meeting
The Nomination Committee proposes that the Chairman of the Board, Thomas Gür, be elected as Chair of the Extraordinary General Meeting or, in the event of his inability to attend, the person designated by the Board in his stead.
Item 6 – Election of Board Member
The Nomination Committee proposes the election of Hanna Myhrman as a new ordinary member of the Board for the term until the end of the next Annual General Meeting, to replace current Board member Narges Moshiri, who has informed the Nomination Committee that she wishes to resign from the Tellus Group Board upon the conclusion of the Extraordinary General Meeting.
Information regarding the proposed new Board member:
Hanna Myhrman, born in 1992, has served as General Counsel and Head of M&A at ADDvise Group since 2019. She previously worked as 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.
Further information about Hanna Myhrman is available on Tellusgruppen’s website.
Item 7 – Board remuneration for a new board member
The Nomination Committee proposes that the newly appointed board member be remunerated at the same level as 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.
Other information and availability of documents
As of the date of this notice, the company has a total of 16,004,306 shares and votes.
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.noboxdesign.se, no later than two 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 meeting.
Shareholders’ right to request information
Shareholders have the right to request information at the 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 the information if the Board deems that this can be done without 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, January 2025
The Board of Directors
Tellusgruppen AB
