Right to participate in the annual general meeting, notification, etc

Participation and registration

Shareholders who wish to participate in the annual general meeting must:

• firstly, be listed as a shareholder in the share register produced by Euroclear Sweden AB regarding the conditions on Tuesday, May 7, 2024 (for nominee registered holdings, see also ”Nominee registered holdings” below),
• secondly, notify the Company of their intention to participate in the Annual General Meeting no later than Friday, May 10, 2024, at the address eEducation Albert AB (publ), Annual General Meeting 2024, Polhemsplatsen 5, SE-411 03 Gothenburg, Sweden or via e-mail to Katarina Strivall at katarina.strivall@hejalbert.se.

The shareholders shall in their notice to attend state name, social security number or company registration number, shareholding, address, and telephone number, as well as, where applicable, the name of any advisors (maximum two), representative or deputy. Information provided during registration will be processed and used only for the annual general meeting. See below for further information on the processing of personal data.

Proxy, etc

Shareholders who intend to be represented by proxy must issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration, or equivalent, for the legal entity must be attached. The power of attorney is valid for a maximum of one year from issuance, or for the longer period of validity specified in the power of attorney, but no longer than five years from issuance. Any registration certificate must not be older than one year. The original power of attorney and any proof of registration should be sent in good time before the annual general meeting by letter to the Company at the above address. Power of attorney form is available on the Company’s website, investors.hejalbert.se .

Nominee registered holdings

In order to have the right to participate in the meeting, a shareholder who has had his shares registered with a nominee must, in addition to registering for the meeting, have the shares registered in his or her own name so that the shareholder is recorded in the share register as of Friday 10 May 2024. Such registration can be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee’s routines at such a time in advance as the nominee determines. Voting rights registration that has been completed by the nominee no later than Friday 10 May 2024 will be taken into account when preparing the share register.

Proposal for the agenda

1. Opening of the general meeting.
2. Election of chairperson at the annual general meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to adjust the minutes.
6. Determination of whether the annual general meeting has been duly convened.
7. Address by the CEO.
8. Presentation of the annual report and audit report and, where applicable, consolidated accounts and consolidated audit report.
9. Decision on the determination of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet.
10. Decision on dispositions regarding the company’s profit or loss according to the established balance sheet.
11. Decision on discharge of liability for the board members and the CEO.
12. Decision on the number of board members and auditors.
13. Election of board members.
    The nomination committee’s proposal:
    1. Peter Grytterhielm (re-election)
    2. Richard Sandenskog (re-election)
    3. Andrea Carr (re-election)
    4. Carl Kinell (re-election)
    5. Björn Bengtsson (new election)
14. Election of the chairman of the board.
    The nomination committee’s proposal:
    1. Björn Bengtsson (new election)
15. Election of the auditor.
16. Decision on fees for the board and auditor.
17. Determination of principles for the appointment of the nomination committee.
18. Proposal for a decision on authorization for the board to decide on the issue of shares.
19. Closing of the general meeting.

The nomination committee’s proposals according to items 2 and 12-17

The nomination committee consisting of Jussi Lystimäki (Chairman of the Nomination Committee) (appointed by Schibsted A/S), Sebastian Burmeister (appointed by Ahlström Invest BV), Helene Broms (appointed by RoosGruppen AB), and Peter Grytterhielm (Chairman of the Board) has submitted the following proposals for decision:

• Wibeke Sorling, attorney at Advokatfirman Vinge, is proposed as chairperson at the annual general meeting (item 2).
• The number of board members elected by the general meeting is proposed to be five (5) without deputies (item 12).
• The number of auditors is proposed to be one registered accounting firm, without deputies (item 12).
• As board members for the time until the end of the next annual general meeting, the re-election of Richard Sandenskog, Peter Grytterhielm, Andrea Carr and Carl Kinell, as well as new election of Björn Bengtsson (item 13). Eva Nilsagård has declined re-election.
• New election of Björn Bengtsson for chairman of the board (item 14).
• In accordance with the audit committee’s recommendation, it is proposed to re-elect Ernst & Young AB as the Company’s auditor for the period until the end of the next annual general meeting. Ernst & Young AB has announced that if the AGM approves the proposal, the authorized auditor Linda Elisabeth Sallander will be the auditor in charge (item 15).
• Board remuneration shall be paid with SEK 350,000 (300,000) to the chairman of the board, SEK 150,000 (65,625) to board member Richard Sandenskog, SEK 150,000 (300,000) to board member Peter Grytterhielm, and GBP 12,600 (12,600) to board member Andrea Carr. Other board members are not remunerated for their board duties in the Company. Remuneration to the auditor is proposed to be paid according to an approved invoice. (item 16)
• The nomination committee has reviewed the applicable principles for the appointment of the members of the nomination committee and proposes that the principles shall be adopted unchanged, which are available in their entirety on the Company’s website (item 17).

Information about the board member proposed for new election

Björn Bengtsson, born 1975

Background: Björn has over 14 years of experience working as a senior leader in EF Language and Corporate Education Group in various positions as VP Finance & Operations, CFO and President/CEO in London, Stockholm and Zurich. He had led transformational programs during his tenure from mergers and post-integrations of international assets, turnaround projects for portfolio companies and focused on fast growth and profitability. His experience is a great fit for Albert and will complement the skills in place already.

Shareholding in eEducation Albert AB: 248,730 shares

Ownership: 0.99%

Voting rights: 0.99 %

Björn Bengtsson is independent in relation to both the Company and its management, as well as to major shareholders.

More information about the board members proposed for re-election can be found on the Company’s website, investors.hejalbert.se .

The board’s proposals under items 10 and 18

Decision on dispositions regarding the company’s profit or loss according to the established balance sheet (item 10)

The board proposes that the funds available for the annual general meeting, SEK 215 728 850, be transferred into a new account and that no dividend be paid to the shareholders.

Proposal for a decision on authorization for the board to decide on the issue of shares (item 18)

The board proposes that the annual general meeting decide to authorize the board to, for the time until the end of the next annual general meeting, on one or more occasions and with or without deviating from the shareholders’ preferential rights, decide on a new issue of shares.
 
The authorization may be utilized for new issues of shares, which may be made with provisions regarding contribution in cash, in kind, or through set off corresponding to not more than 10 per cent of the registered share capital in the Company, at the time of the issue resolution. The issue price must be determined on market terms.
 
Deviation from the shareholders’ preferential rights shall be possible in connection with future investments in the form of acquisitions of businesses, companies, shares in companies or otherwise for the Company’s continued expansion. If the board decides on an issue with a deviation from the shareholders’ preferential rights, the reason must be that the board must be able to issue shares in the Company to be used as means of payment through in-kind or set-off or to quickly and cost-effectively acquire capital to use as means of payment or to continuously adapt the Company’s capital structure.
 
The board, or any person appointed by the board, shall otherwise have the right to make the changes in the decision above that may prove necessary in connection with its registration and otherwise take the measures required for the implementation of the decision.

Other information

Special majority requirements

For a valid decision according to item 18 above, it is required that the decision be supported by shareholders with at least two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting.

Number of shares and votes

The number of shares and votes in the Company amounts to 25,128,917 on the day of the issuance of this notice. The company does not hold any own shares.

Documents etc

The annual report and other supporting documents in accordance with the Swedish Companies Act documents will be held available at the Company at Polhemsplatsen 5, SE-411 03 Gothenburg and on the Company’s website,  investors.hejalbert.se,  no later than two weeks before the annual general meeting.
 
The board’s proposal according to item 18 is fully set out in the notice.
 
The nomination committee’s complete proposals and reasoned statement as well as information about proposed board members is available at the Company’s address and website as set out above.
 
Copies of the documents will be sent to shareholders who request it and state their postal address.

The board’s proposal according to point 18 is fully set out in the notice.

The nomination committee’s complete proposal and motivational opinion as well as information about proposed board members is available at the Company’s address and website as above.

Copies of the documents are sent to shareholders who request it and state their postal address.

Shareholders’ right to receive information

The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the Company, provide information at the annual general meeting regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company’s or its subsidiaries’ financial situation as well as the Company’s relation to other companies within the group.

Processing of personal data

For information on how your personal data is processed, please refer to the privacy policy available on Euroclear’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf .

Gothenburg in April 2024
eEducation Albert AB (publ)
The board

The information was submitted for publication, through the agency of the contact person set out below, at April 15, 2024, at 8 p.m. CEST.