Articles of association

Articles of association for the Company, registration number 556900-7254, adopted by the annual shareholders' meeting on September 13, 2016.

1. Name

The company's name is Internationella Engelska Skolan i Sverige Holdings II AB (publ).

2. Registered office

The company's registered office shall be situated in the municipality of Täby, Stockholm county.

3. Object of the company's business

The object of the company's business is, directly or indirectly, to own and administer securities in companies which conduct educational activities of high quality and real properties, and other activities compatible therewith.

4. Share capital and shares

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. The number of shares shall be not less than 30,000,000 and not more than 120,000,000.

5. Euroclear company

The company's shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

6. Financial year

The company's financial year shall comprise 1 July - 30 June.

7. Board of directors

The board of directors elected by the shareholders' meeting shall consist of not less than three (3) members and not more than ten (10) members with not more than three (3) deputy members.

8. Auditor

The company shall have not less than one (1) and not more than two (2) auditors and not more than two (2) deputy auditors. As auditor and, when applicable, deputy auditor, shall an authorised public accountant or a registered public accounting firm be elected.

9. Notice of shareholders' meeting

Notices of shareholders' meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and be kept available on the company's website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

10. Participation in shareholders' meetings

Shareholders who wish to participate at a general meeting shall be registered as shareholders on a transcript of the entire share register as stipulated in Chapter 7 Section 28, third paragraph, of the Swedish Companies Act (2005:551) that relates to the conditions prevailing five workdays prior to the meeting and shall also provide notification of their intention to attend the meeting no later than on the date stipulated in the notice convening the general meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and must not be more than the fifth weekday prior to the meeting.

One or two assistants to the shareholder shall be entitled to attend the general meeting only if the shareholder has notified the company hereof in the manner set out above.

11. Place for shareholders' meeting

Shareholders' meeting shall be held in Täby or Stockholm, Sweden.

12. Business at annual shareholders' meetings

The following business shall be addressed at annual shareholders' meetings:

  1. election of a chairman of the meeting;
  2. preparation and approval of the voting list;
  3. approval of the agenda;
  4. election of one or two persons who shall approve the minutes of the meeting;
  5. determination of whether the meeting was duly convened;
  6. submission of the annual report and the auditors' report and, where applicable, the consolidated financial statements and the auditors' report for the group;
  7. resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet;
  8. resolutions regarding allocation of the company's profits or losses  in accordance with the adopted balance sheet;
  9. resolutions regarding discharge of the members of the board of directors and the managing director from liability;
  10. determination of the number of members and deputy members of the board of directors and, where applicable, the number of auditors and deputy auditors;
  11. determination of fees for members of the board of directors and auditors;
  12. election of the members of the board of directors and, where applicable, auditors and deputy auditors;
  13. other matters, which are set out in the Swedish Companies Act or the company's articles of association.