tbd30

Notification

Shareholders who wish to attend the meeting shall:

• be recorded as a shareholder in the share register prepared by Euroclear Sweden AB concerning the circumstances on 14 December 2023; and
• give notice of participation no later than 15 December 2023.

The notification should be sent by post to Tebede AB, “Extraordinary General Meeting”, Box 5712, 114 87 Stockholm, Sweden, or by e-mail to linus.marmstedt@tebede.se. The notification must state the name, date of birth, registration number, address, telephone number and number of assistants (maximum two), if any.

Nominee registered shares

Shareholders who have their shares registered by a nominee must, to attend the meeting, in addition to notify their attendance to the meeting, have the shares registered in their own name so that the shareholders are included in the prepared share register as of 14 December 2023. Such registration may be temporary (voting rights registration) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than on
18 December 2023 will be taken into account in the preparation of the register of shareholders.

Power of attorney

Shareholders represented by proxy must issue a written and dated power of attorney signed by the shareholder on behalf of the proxy. The power of attorney may not be older than one year, unless a longer period is specified in the power of attorney (maximum five years). The power of attorney is available on the Company's website, www.tebede.se. If the power of attorney is issued by a legal entity, the certificate of registration or an equivalent document must be attached. The power of attorney and any authorisation document must be sent to Tebede AB, “Extraordinary General Meeting”, Box 5712, 114 87 Stockholm, Sweden, or by e-mail to linus.marmstedt@tebede.se, no later than on 14 December 2023.

Information to shareholders

The Board of Directors and the Chief Executive Officer shall, if requested by a shareholder and if the Board of Directors considers that this can be done without material damage to the Company, provide information on circumstances which may affect the assessment of an item on the agenda and on circumstances which may affect the financial situation of the Company or its subsidiaries.

Proposed agenda

1. Opening of the meeting
2. Election of Chairman for the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to approve the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Resolution on amendments to the Articles of Association
8. Resolution on authorization to repurchase and transfer the Company’s own shares
9. Conclusion of the meeting

Proposals for resolution

2. Election of Chairman for the meeting

The Nomination Committee proposes attorney Ingrid Bonde as Chairman of the meeting.

7. Resolution on amendments to the Articles of Association

The Board of Directors proposes the following amendment to the Company's articles of association:

The name of the Company is changed from Tebede AB to Wall To Wall Group AB in § 1.

The Chairman of Board or the CEO shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

A resolution in accordance with the proposal requires approval of at least two thirds of the votes cast and the shares represented at the Annual General Meeting.

8. Resolution on authorization to repurchase and transfer the Company’s own shares

The Board of Directors proposes that the general meeting authorises the board to, until the next Annual General Meeting, on one or several occasions, acquire its own shares. Purchases may be made up to a maximum number of shares that the Company’s holding of own shares corresponds to no more than one tenth of all shares in the Company.

The shares may be acquired through offers to all shareholders or through trading on the Nasdaq Stockholm. If purchased on the Nasdaq Stockholm the price will correspond to the market price at the time of the acquisition with a deviation that does not exceed the registered price interval on each occasion. The main reason for possible purchases is to give the Company flexibility regarding its equity and thereby optimize the capital structure of the Company. Possible purchases may also enable own shares to be used as payment for, or financing of, acquisitions of companies and to be able to fulfil undertakings in accordance with future incentive programmes.

The Board of Directors also proposes that the general meeting authorises the board to, on one or several occasions, until the next Annual General Meeting, transfer its own shares owned by the Company at the time of the Board of Directors’ decision. The shares may be acquired through trading on the Nasdaq Stockholm at the registered price interval on each occasion. The transfer of shares acquired according to the above may take place outside of Nasdaq Stockholm with or without deviating from shareholders’ preferential rights and with or without provisions of contribution or set-offs. The transfer of shares may in other words be used as payment in connection with acquisitions. This transfer may be for a price in money or the value of received asset which, for acquisitions, corresponds to the market price at the time of the transfer.

The Chairman of Board or the CEO shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

A resolution in accordance with the proposal requires approval of at least two thirds of the votes cast and the shares represented at the Annual General Meeting.

Number of shares and votes

The total number of shares in the Company as of the date of this notice amounts to 13,817,291, of which 11,817,291 consist of shares of series A corresponding to 11,817,291 votes and 2,000,000 consist of shares of series B corresponding to 2,000,000 votes, whereby the total number of votes amounts to 13,817,291. As of the same date, the Company holds no own shares.

Further information

The Board of Directors’ complete proposals for resolution are presented by making them available on the Company’s website www.tebede.se, and at the Company’s office at Linnégatan 2 in Stockholm, Sweden. Copies of the above-mentioned documents will be sent immediately and free of charge, to shareholders who request it and provide their postal address. The Extraordinary General Meeting share register is also available at the Company’s office.

Processing of personal data

For information on how your personal data is processed, see www.euroclear.com/sweden/sv/regelverk/GDPR.html.

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Stockholm in November 2023
Tebede AB
The Board of Directors