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Board of Directors



General Meeting

Nomination Committee


Articles of Association for eEducation Albert AB (publ) (org.nr 559020-9093)

1 Company name

The company's name is eEducation Albert AB. The company is a public company (publ).

2 Säte

The company shall have its registered office in Gothenburg.

3 Object of the company’s business

The object of the company's business is to commercially develop, market and provide a digital private teacher to improve study results and learning abilities of pupils and students, and any other activities compatible therewith.

4 Share capital and shares

The share capital shall be not less than SEK 600 000 and not more than SEK 2 400 000. The number of shares in the company shall be not less than 12 000 000 and not more than 48 000 000.

5 Financial year

The company's financial year shall be 1 January to 31 December.

6 Board of Directors

The Board shall, insofar as it is appointed by the shareholders’ meeting, consist of a minimum of three (3) and a maximum of seven (7) members, with not more than six (6) deputies. The board members and deputies are normally elected by the annual shareholders’ meeting for the period until the end of the next annual shareholders’ meeting.

7 Auditor

The company shall have not less than one (1) and not more than (2) auditors, with or without deputy auditors. As auditor and, when applicable, alternate auditor, shall an authorised public accountant or a registered public accounting firm be elected.

8 Notice of shareholders’ meeting

Notice of shareholder’ meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette), and the Dagens Industri, or, in the event of cancelled publication of such newspaper, Svenska Dagbladet.

9 Notification of participation in shareholders’ meetings

A shareholder who wishes to participate in a shareholders’ meeting shall notify the company no later than on the date provided for in the notice for the shareholders’ meeting. That day may not be Sunday or another public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve – and may not occur earlier than the fifth weekday before the meeting. If a shareholder wishes to be joined by counsel at the shareholders’ meeting, the number of counsels must be stated in the notification of participation (no more than two counsels may participate).

10 Attendance by third parties at the shareholders’ meetings

The board has the right to decide that anyone who is not a shareholder in the Company shall, under the terms set by the board, have the right to attend or otherwise observe the discussions at the shareholders’ meeting.

11 Agenda for the annual shareholders’ meeting

The following matters shall be discussed at the annual shareholders’ meeting:

1. election of 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 on whether the meeting has been duly convened;

6. submission of the annual report and auditor's report and, where applicable, consolidated financial statements and consolidated auditor's report;

7. resolutions regarding the adaptation of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;

8. resolutions on the allocation of the company's profits or losses according to the adopted balance sheet;

9. resolutions on the discharge of liability for board members and the managing director;

10. determination of the number of board members and deputy board members and, where applicable, the number of auditors and deputy auditors;

11. determination on remuneration to the board and auditors;

12. election of board member and deputy board members and, where applicable, auditors and deputy auditors;

12 Collecting power of attorneys and postal voting

The board may collect power of attorneys at the Company's expense according to the provisions in § 4 second paragraph of chapter 7 of the Swedish Companies Act

Prior to a shareholders’ meeting, the board may decide that shareholders shall be able to exercise their voting rights by mail before the shareholders’ meeting.

13 Central securities depository

The Company's shares must be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments Act (SFS 1998:1479).