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The Tellus Group

Articles of Incorporation

Articles of Incorporation

§ 1 Company Name
The name of the corporation is Tellusgruppen AB. The company is a public company (publ).

§ 2 Registered Office of the Board
The Board has its registered office in the City of Stockholm.

§ 3 Business Activities
The Company shall, directly or indirectly through subsidiaries, conduct school and preschool operations, childcare, and educational activities, as well as related activities.

§ 4 Share Capital
The share capital shall be no less than SEK 500,000 and no more than SEK 2,000,000.

§ 5 Number of Shares
The number of shares shall be no fewer than 10,000,000 and no more than 40,000,000.

§ 6 Board of Directors
The Board of Directors shall consist of no fewer than three (3) members and no more than eight (8) members, with zero (0) alternates. Board members are elected annually at the Annual General Meeting for a term ending at the close of the next Annual General Meeting.

§ 7 Auditors
The Company shall have no fewer than one (1) and no more than two (2) auditors, with no more than two (2) alternate auditors. An authorized public accountant or a registered auditing firm shall be appointed as auditor and, where applicable, as alternate auditor.

§ 8 Notice of Meeting
Notice of a general meeting shall be given by publication in *Post- och Inrikes Tidningar* and by making the notice available on the company’s website. The fact that notice has been given shall also be published in *Svenska Dagbladet*.

To be eligible to attend a shareholders’ meeting, shareholders must register with the company no later than the date specified in the notice of the meeting. This date may not be a Sunday, a public holiday, a Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and may not fall earlier than the fifth business day prior to the meeting.

§ 9 Matters to be Considered at the Annual General Meeting
The following matters shall be considered at the Annual General Meeting.

  1. Election of a Chairperson at the Meeting
  2. Preparation and approval of the voter list
  3. Selection of one or two tellers
  4. Determination of whether the meeting was properly convened
  5. Approval of the agenda
  6. Presentation of the annual report and the auditor’s report, as well as the consolidated financial statements and the consolidated auditor’s report, if applicable
  7. Resolutions regarding
    a) Adoption of the income statement and balance sheet, as well as, where applicable, the consolidated financial statements and the consolidated auditor’s report;
    b) Allocation of the company’s profit or loss in accordance with the adopted balance sheet; and
    c) Discharge from liability for the members of the Board of Directors and the CEO.
  8. Determination of the number of board members and auditors, as well as any alternate auditors
  9. Determination of compensation for the Board of Directors and the auditor or auditors
  10. Election of board members and auditor(s).
  11. Other matters to be addressed at the annual general meeting in accordance with the Swedish Companies Act (2005:551) or the articles of association.

§ 10 Fiscal Year
The fiscal year runs from January 1 to December 31.

§ 11 Cutoff Date Provisions
The Company’s shares shall be registered in a securities register in accordance with the Act (1998:1479) on Central Securities Depositories and the Accounting of Financial Instruments.

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