Notice to extraordinary general meeting in Internationella Engelska Skolan i Sverige Holdings II AB (publ)

The shareholders in Internationella Engelska Skolan i Sverige Holdings II AB (publ), with registered office in the municipality of Täby, Stockholm county, are hereby summoned to an extraordinary general meeting to be held on 31 December 2020.

In order to prevent the spread of Covid-19 and having regard to the authorities’ regulations and advice on avoiding public gatherings, Internationella Engelska Skolan i Sverige Holdings II AB (publ) has decided that the extraordinary general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e. the general meeting will be held without physical presence.  

Notification, etc.

Shareholders who wish to participate in the meeting must:

firstly, be included in the shareholders’ register maintained by Euroclear Sweden AB as of Monday 21 December 2020; and

secondly, notify the company of their participation in the meeting by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by the company no later than Wednesday 30 December 2020.

Nominee registered shares

Shareholders whose shares have been registered in the name of a bank or securities institute must well in advance of 23 December 2020 temporarily re-register their shares in their own names with Euroclear Sweden AB in order to be entitled to participate at the meeting. Such registration must be completed by Euroclear Sweden AB no later than 23 December 2020.

Advance voting

The shareholders may exercise their voting rights at the general meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for advance voting. The form is available on the company’s website, http://corporate.engelska.se/. The advance voting form is considered as the notification of participation.

The completed voting form must be received by Internationella Engelska Skolan no later than 30 December 2020. The completed and signed form shall be sent to Nytorpsvägen 5B, SE-183 71 Täby. A completed form may also be submitted electronically and is to be sent to agm@engelska.se. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.

In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the general meeting decides on it or if shareholders of at least one tenth of all shares in the company requests it.

If the shareholder votes in advance by proxy, a signed and dated power of attorney in writing shall be enclosed to the form. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or a corresponding document for the legal entity shall be appended to the advance voting form. The power of attorney is valid for a maximum of one year after the issuance or for the duration indicated in the power of attorney, whichever is longer, but not for more than five years after issuance. The registration certificate, where applicable, may not be older than one year. The power of attorney in original and, where applicable, the registration certificate should be submitted to the company by mail at the address set forth above well in advance of the general meeting. The form to use for a power of attorney can be found on www.corporate.engelska.se.

Further instructions and conditions are included in the form for advance voting.

Shareholders’ right to request information

Shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen). Since the shareholders will not have the opportunity to attend the general meeting in person or by proxy, it will not be possible to ask questions at the meeting. Questions can instead be sent in advance by mail to the company or e-mail at the address or e-mail address stated above under “Advance voting” no later than on 21 December 2020. The questions will be answered and published no later than on 26 December 2020. The questions and the answers will be available at the company’s premises at the same address and at the company’s webpage, http://corporate.engelska.se/. Furthermore, the answer to a shareholder’s question will be sent to the shareholder if the shareholder so requests and the shareholder’s address is known to the company or has been provided by the shareholder along with the question.

Number of shares and votes

As of the date of this notice, the total number of shares in the company is 40,130,000 with 40,058,000 votes, of which 40,050,000 are ordinary shares entitling to one vote per share, and 80,000 are C shares entitling to one-tenth (1/10) vote per share. In total the company holds 80,000 C shares, which do not entitle to dividends.

Proposed agenda

1. Election of a chairman at 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. Resolution to change the company’s financial year and thereto related amendments of the Articles of Association;
7. Closing of the meeting.

The board of directors’ proposal

Election of a chairman at the meeting (item 1)

It is proposed that Ola Åhman, member of the Swedish Bar Association, is elected chairman of the extraordinary general meeting.

Resolution to change the company’s financial year and thereto related amendments of the Articles of Association (item 6)

The board of directors proposes that the extraordinary general meeting resolves to change the company’s financial year from broken financial year (1 July – 30 June) to calendar year (1 January – 31 December). In connection therewith, the board of directors proposes that the current financial year is shortened to only cover a period of six months, that is, until 31 December 2020. If the general meeting resolves in accordance with the proposal from the board of directors, the last day of the current financial year will be 31 December 2020. The change of the company’s financial year is proposed in order to adapt to a common financial year within the group. Accordingly, the board of directors proposes that the extraordinary general meeting resolves to amend current § 6 in the company’s Articles of Association to read as follows:

Miscellaneous

A resolution in accordance with the board of directors’ proposal under item 6 shall only be valid where supported by not less than two thirds (2/3) of both the votes cast and the shares represented at the meeting.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

The board of directors’ proposal under item 6 above will no later than 10 December 2020 be available at the company’s office, Nytorpsvägen 5B, SE-183 71 Täby and at the company’s webpage, http://corporate.engelska.se/, and be sent to shareholders that so request and inform the company of their postal address.

______________________________

Stockholm, November 2020

Internationella Engelska Skolan i Sverige Holdings II AB (publ)

The board of directors

För mer information, vänligen kontakta:

Emma Rheborg, Kommunikations- och IR-chef IES

Telefon: +46 768 511 540

E-post: emma.rheborg@engelska.se

The information was submitted for publication, through the agency of the above contact, at 15:30 CET on 30 November 2020.

About Internationella Engelska Skolan

Internationella Engelska Skolan, IES, is one of the leading free school operators in Sweden with some 28,000 students at 39 schools, and about 4,600 students at its schools in Spain. IES Sweden operates schools for students in grades F-12. Its main focus is grades 4-9, what is often called "middle school." Within the compulsory school system in Sweden, IES is the leading independent operator, with 17 of the 20 largest free schools. IES's results on the national tests in grade 9 are far above average in Sweden.

Internationella Engelska Skolan was founded in 1993 and is in its 28th year of operation. Throughout this period, its schools have been defined by the three core convictions of its founder, Mrs. Barbara Bergström:

• A safe and orderly environment, where teachers can teach and students learn.
• To command the English language − the key to the world.
• High academic expectations and aspirations.

Up to half of the education in IES schools in Sweden is in English, conducted by native English speaking teachers. Almost 1,000 teachers with qualified foreign teaching degrees are currently teaching in IES schools. They are mainly recruited from Canada, the USA, the UK and South Africa.

IES's student base is in growing strongly. Over the past ten years, total operating income has increased by an average of 20% per year. In the most recent financial year 2019/20, which concluded on 30 June 2020, total operating income was MSEK 3,082, an increase of some 11% year on year. As of 30 September 2020, there were approximately 223,800 applications in the waiting list to secure a place in the Swedish schools for the current and forthcoming years.

Internationella Engelska Skolan has been listed on Nasdaq Stockholm Mid Cap since 2016.