Internationella Engelska Skolan i Sverige II : Corporate Governance Report 2019-2020

CORPORATE GOVERNANCE REPORT

Internationella Engelska Skolan i Sverige Holdings II AB (publ) ("Internationella Engelska Skolan" or "IES") is a Swedish public limited company whose shares are quoted on Nasdaq Stockholm's Mid Cap list.

Corporate governance within IES

Corporate governance is intended to ensure that the Board of Directors and management act to ensure the company's operations develop to create long-term value for shareholders and other stakeholders such as students, parents, employees and wider society. This includes ensuring: a proper organisation, systems for quality management, risk management and internal control, as well as transparent internal and external reporting.

Responsibility for governance, management and controls is allocated between the shareholders, Board of Directors, its elected committees and the CEO. External regulatory frameworks consist of the Swedish Companies Act, Nasdaq Stockholm's Rulebook for Issuers and the Swedish Corporate Governance Code (the "Code"), as well as other applicable Swedish and foreign legislation and regulation (such as the Swedish Education Act). This corporate governance report has been prepared in accordance with the Swedish Annual Accounts Act. IES did not report any instances of non-compliance from the code for the 2019/20 financial year.

In addition, the company has control instruments such as its Articles of Association, rules of procedure for the Board, instructions for the Board's committees, instructions for the CEO, approvals list, finance policy, communication policy, insider policy and ethical guidelines. The Board has decided not to create a dedicated internal audit function. The Board considers that the company's quality management system and each principal's and unit manager's responsibilities, combined with the company's CFO, satisfy the need for sufficient controls and monitoring including reporting to the Board of Directors. However, the Board considers the need for an internal audit function each year.

Shareholders' meetings

The shareholders' meeting is IES's chief decision making body. Shareholders exercise their voting rights on key issues at the shareholders' meeting, such as adoption of the income statements and balance sheets, allocation of the company's profits, discharging the Board members and CEO from liability, electing Board members and auditors, and compensation to the Board of Directors and auditor. Potential amendments to the Articles of Association are also resolved by the sharehold- ers' meeting. The Annual General Meeting (AGM) must be held within six months of the end of the financial year. IES's AGM for the 2019/20 financial year will be held on 24 November 2020. Extraordinary General Meetings (EGM) can also be convened in addition to the AGM. The Articles of Association stipulate that notice convening shareholders' meetings should be announced in the Swedish Official Gazette and also on the company's website. The company should announce that the notice has been published through an advertisement in the Swedish daily newspaper Svenska Dagbladet, placed at the same time.

Entitlement to participate in shareholders' meetings Shareholders that wish to participate in shareholders' meetings must firstly be included in the share register as designated in Chapter 7, Section 28 third paragraph of the Swedish Companies Act regarding ownership six banking days prior to the meeting, and secondly notify the company by no later than the date stated in the notice to the meeting. This latter day may not be a Sunday, public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and may not fall before the fifth working day prior to the meeting. Shareholders may bring one or two assistants to meetings, although only if said shareholder has notified the company of this pursuant to the previous paragraph. Shareholders may notify their participation in several different ways, as stated in more detail in the notice convening each meeting. Shareholders are entitled to vote for all shares held.

Initiatives from shareholders

Shareholders that wish to have a matter considered at a shareholders' meeting must submit a request thereof to the Board of Directors. The Board must have received such request in good time prior to the shareholders' meeting, in accordance with what is stated on the company's website regarding notification of the timing and location of the shareholders' meeting.

Nomination Committee

The AGM on 21 November 2019 decided to adopt the following principles for the appointment of a Nomination Committee for the 2020 AGM. The Nomination Committee should consist of the Chairman of the Board and one representative of each of the three largest shareholders based on ownership of the company as of 31 March. If any of the three largest shareholders declines to appoint a representative on the Nomination Committee, this right defers to that shareholder which, after the three shareholders, has the next largest shareholding of the company. The Board will convene the Nomination Committee.

That member representing the largest shareholder shall be appointed as Chairman of the Nomination Committee, unless the Nomination Committee unanimously appoints someone else. Should a shareholder, having appointed a representative to the Nomination Committee, no longer be among the three largest shareholders at a point in time falling three months before the AGM at the latest, that representative shall resign and the shareholder who has now become one of the three largest shareholders shall have the right to appoint one representative to the Nomination Committee.

Should a change in the ownership occur during the three-month period prior to the AGM, the already established composition of the Nomination Committee shall remain unchanged. Should a member resign from the Nomination Committee before his or

56 Corporate Governance Report INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT

her work is completed, the shareholder who has appointed such member shall appoint a new member, unless that shareholder is no longer one of the three largest shareholders, in which case the largest shareholder in turn shall appoint the substitute member. A shareholder who has appointed a representative to the Nomination Committee shall have the right to discharge such representative and appoint a new representative.

Any changes to the composition of the Nomination Committee shall be announced immediately. The term of the office for the Nomination Committee ends when the next Nomination Committee has been appointed. The Nomination Committee shall carry out its duties as set out in the Code.

The work of the Nomination Committee should assure the Board has the competence, experience and background its assignment requires. The Committee should also consider the versatility and breadth and that the Board has an even gender distribution. Consistent with the above, IES's Nomination Committee has the following members as of 30 June 2020 in addition to the Chairman:

• Birker B. Bahnsen, Bock Capital
• Jan Hummel, Paradigm Capital AG
• Barbara Bergström

Shareholders

The largest shareholders and their holdings are stated in the section on the IES share on pages 46-47.

Board of Directors

Composition of the Board of Directors

IES's Articles of Association state that the Board of Directors, which is elected by the shareholders' meeting, shall consist of a minimum of three (3) and a maximum of ten (10) Board members with a maximum of three (3) deputy Board members. The Articles of Association contain no special provisions on appointing or dismissing Board members.

Composition of the Board of Directors 2019/20		Independent of:
Name	Position	Elected		Company	Principal
		in		& manage-	owner4
				ment
Carola Lemne2	Chairman	2019		Yes	Yes
Birker Bahnsen1	Chairman/Board	2012		No	No
	member
Robert Clark2	Board member	2019		Yes	Yes
Brian Hatch	Board member	2018		No	No
Cecilia Marlow3	Board member	2016		No	Yes
Maria Rankka	Board member	2017		Yes	Yes
Lars Strannegård	Board member	2018		Yes	Yes
Peter Wikström	Board member	2018		Yes	Yes
Jessica Fryksten	Employee repre-	2017		No	Yes
	sentative
Albert Lauschus	Employee repre-	2017		No	Yes
	sentative

1. Stepped down as Chairman on 21 November 2019
2. Joined the Board of Directors on 21 November 2019
3. Left the Board of Directors on 21 November 2019
4. Owner with holdings of more than 10%

At present, IES has seven Board members elected by the AGM including the Chairman of the Board, and no deputy Board members, who have been elected for the period until the end of the 2020 AGM.

The unions have appointed two representatives and two deputy representatives. The table below and to the left gives an overview of IES's Board of Directors elected by the AGM for the period, which year they were elected and whether they are independent of the company, its management and/or main shareholder. The composition of IES's Board complies with the Code's requirement regarding independence. None of the members of IES's Group management has shareholdings in the company exceeding 0.5% of the shares, or significant ownership of entities that the company has material business relationships with.

Carola Lemne has been Chairman of IES's Board since November 2019. The Chairman is elected by the AGM and leads the work of the Board, and ensures that it is conducted in an effective, well-organised manner.

The Board of Directors' segregation of duties

The Board follows written rules of procedure which are reviewed yearly and adopted by the Board meeting following election each year. The rules of procedure regulate matters including Board practice, functions and the segregation of duties between the Board and the CEO, and between the Board and the Board committees. At the statutory Board meeting following the AGM, the Board also approves instructions for the CEO, which include instructions for financial reporting. The Board of Directors meet according to a plan set each year. As well as these Board meetings, further meetings may be convened to resolve on matters that cannot be referred to a scheduled meeting. In addition to the Board meetings, the Chairman and CEO have a continuous dialogue regarding the operations of the company. For more details about the Board of Directors, refer to pages 62-63.

The work of the Board of Directors in the 2019/20 financial year Nine Board meetings were held in the year. Board members' attendance is illustrated in the table below. Brian Hatch served as secretary at the Board meetings up to and including the meeting held on 19 February 2020, after which Emma Rheborg took over. Before the meetings the Board members receive written material regarding the matters to be considered at each meeting. During the year, apart from the customary monitoring of quality issues and finances, much of the Board's time was assigned to the acquisitions in Spain and organisation and strategic matters. During the spring, the Board received regular information about the impact of COVID-19on the operations.

Name		Position		No. meeting
				attended
Birker Bahnsen		Chairman/		9
		Board member
Carola Lemne1		Chairman		5
Cecilia Marlow2		Board member		4
Maria Rankka		Board member		8
Peter Wikström		Board member		9
Brian Hatch		Board member		9
Lars Strannegård		Board member		8
Robert Clark1		Board member		4
Albert Lauschus		Employee representative		9
Jessica Fryksten		Employee representative		83

A total of nine Board meetings were held during the financial year

1. Joined the Board of Directors on 21 November 2019
2. Left the Board of Directors on 21 November 2019
3. Substituted by deputy employee representative Linda Svenman in one meeting.

INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT Corporate Governance Report 57

					Shareholders					The three largest
Auditors				AGM				Nomination Committee	shareholders on 31
											March of each year

and the Chairman

	Audit Committee								Directors and Chairman elected
	(Board members)
					Board of Directors	at AGM. Two directors and two
	Remuneration Committee								deputies elected by trade unions
	(Board members)
					Strategies and
					objectives			Reports
					CEO
	Sustainability Council		Executive management team

Swedish Schools Inspectorate Supervisory authority for all Swedish schools

Internationella Engelska Skolan AB		International Education Partnership S.L.
Operates 37 schools in Sweden
	Parent Company of the seven schools in
The principals are responsible for their
	Spain
schools

Internal governing documents

External governing documents

(Swedish Companies Act, Swedish Education Act, Nasdaq's Rulebook for Issuers,

Swedish Corporate Governance Code, etc.)

IES ethos

Audit Committee

IES has established an Audit Committee consisting of at least two members. In 2019/20, the Audit Committee comprised Peter Wikström (Chairman) and Birker Bahnsen. The Audit Committee's duties include monitoring the company's financial reporting and the efficiency of the company's internal controls, keeping informed about the audit of the annual accounts and consolidated accounts, reviewing and monitoring auditor impartiality and independence, keeping informed about the conclusions of the Swedish Inspectorate of Auditors' quality control of the company's auditors, and especially, verifying whether the auditor has rendered the company other services apart from auditing (and where necessary, and to the extent permitted and considered appropriate, approving services other than auditing). Another of the Committee's duties is to evaluate the audit efforts and provide this information to the Nomination Committee, and provide assistance on the preparation of proposals for resolution at the shareholders' meeting regarding electing auditors, including administering the tendering process. The Audit Committee held four meetings in the financial year 1 July 2019 to 30 June 2020.

Remuneration Committee

The Board has established a Remuneration Committee comprising three members. In 2019/20, the Remuneration Committee comprised Carola Lemne (Chairman), Maria Rankka and Brian Hatch. The Remuneration Committee is to prepare proposals regarding remuneration principles, remuneration and other terms of employment for the CEO and senior executives. The Remuneration Committee is also to prepare matters on management succession planning for the Board to discuss and address further.

Appraisal of the work of the Board of Directors

The work of the Board of Directors is appraised each year through a structured process in which all Board members and

deputy Board members respond to questions regarding how they perceive that the work of the Board has progressed in a number of relevant areas. The areas appraised include whether the Board's competence and composition is sufficient, as well as the orientation and focus of the work of the Board. The Chairman of the Board is responsible for this appraisal process and for ensuring that its results are presented to, and discussed within, the Board and Nomination Committee. Accordingly, this appraisal process provides supporting data for the Board of Directors' work and progress, and for the work of the Nomination Committee. The appraisal of the Board's work in 2019/20 was presented and discussed at the Board meeting on 9 October 2020. All Board members elected by shareholders' meetings responded to the survey, which was reviewed orally, with various developmental areas discussed.

Compensation to directors and shareholdings

Fees and other remuneration to Board members including the Chairman are resolved by the AGM. The AGM on 21 November 2019 approved fees of a total maximum of SEK 1,850,000 to be payable for the period until the end of the following AGM, with the following allocation. The Chairman of the Board is to receive a fee of SEK 500,000, the Chairman of the Audit Committee is to receive SEK 350,000 and the other members not employed by the company are to each receive SEK 250,000. Birker Bahnsen declined his fee.

For information on compensation paid to Board members in the 2019/20 financial year, refer to Note 7. More information on the Board of Directors and their shareholdings is stated on pages 62-63.

CEO and senior executives

Anna Sörelius Nordenborg has been the CEO of IES since 25 November 2019. The segregation of duties between the Board of Directors and the CEO is stated in the rules of procedure for

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the Board of Directors and instructions for the CEO. The CEO is also responsible for preparing financial reports and compiling information from management for Board meetings, and reports on this material at Board meetings. Pursuant to the instructions for financial reporting, the CEO is responsible for the company's financial reporting, and accordingly, should ensure that the Board of Directors receives sufficient information to evaluate the company's financial position continuously. The CEO should keep the Board continuously informed of the progress of the company's operating activities, operating income and results, and its financial position, liquidity and credit position, significant business events and any other business event, circumstance or relationship that could be assumed to be of material significance to the company's shareholders.

The CEO is supported by an executive management team comprising the following on 17 August 2020: Vice CEO, CFO, COO, Head of HR, MD Spain, Head of Academics and Quality, School Lawyer, CIO, Head of Communications and IR, Director of Student Health and Head of Pastoral. For more information on the CEO and other senior executives, and their sharehold- ings, refer to pages 64-65.

For a review of the CEO's and the rest of the management team's compensation, terms and conditions in the 2019/20 financial year, refer to Note 7.

Board's proposed compensation guidelines for senior executives 2020/21

These guidelines refer to the senior executives of Internationella Engelska Skolan i Sverige Holdings II AB (publ) ("Internationella Engelska Skolan" or "the Company"). The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the 2020 AGM. These guidelines do not apply to any remuneration decided or approved by the general meeting.

The guidelines' promotion of the company's business strategy, long-term interests and sustainability

The company's strategy is, in brief, to conduct school operations aimed at offering a safe and orderly school environment, giving children the opportunity to command the English language, and attaining a high level of academic quality for the education offered. For more information regarding the company's business strategy, please see http://corporate. engelska.se/about-ies/strategy.

A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration.

Two long-termshare-related incentive plans have been implemented in the company. Such plans have been resolved by the general meeting and are therefore excluded from these guidelines. These plans encompass the principals and other key individuals in the Group and senior executives in the company. The plans are distinctly linked to the business strategy and thereby to the company's long-term value creation, including its sustainability. The plans are further conditional upon the

participant's own investment and holding periods of several years. For more information regarding these incentive plans, including the criteria which the outcome depends on, please see http://corporate.engelska.se/corporate-governance/incentive-programmes.

Types of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, pension benefits and other benefits. Variable compensation is not permitted. Additionally, the general meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration.

For senior executives, pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under the ITP system. The pension premiums for premium defined pension shall amount to not more than 30% of the fixed annual cash salary.

Other benefits may include, for example, life insurance, medical insurance and company cars. Such benefits may amount to not more than 30% of the fixed annual cash salary.

Termination of employment

The notice period may not exceed six months if notice of termination of employment is made by the company. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for one year for the senior executive. When termination is made by the executive, the notice period may not exceed six months, without any right to severance pay.

Salary and employment conditions for employees

In the preparation of the Board of Directors' proposal for these compensation guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Remuneration Committee's and the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to executives and remuneration to other employees will be disclosed in the remuneration report.

The decision-making process to determine, review and implement the guidelines

The Board of Directors has established a Remuneration Committee. The Committee's tasks include preparing the Board of Directors' decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the AGM. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The CEO and other members of the executive management do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT Corporate Governance Report 59

Derogation from the guidelines

The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability. As set out above, the Remuneration Committee's tasks include preparing the Board of Directors' resolutions in remuneration -related matters. This includes any resolutions to derogate from the guidelines.

Information on remuneration resolved but not yet due / Information on derogations from the remuneration guidelines resolved by the 2019 AGM

For information on remuneration resolved but not yet due, refer to Note 7 in the annual report for the 2019/20 financial year. No deviations from the guidelines resolved by the meeting took place in the 2019/20 financial year.

Internal controls and risk management

Framework governing internal controls

IES's work on internal control is based on two perspectives: firstly, internal controls and risk management regarding operations, and secondly internal controls and risk management relating to financial reporting. Internal governance and control should ensure that IES's financial reporting provides an accurate view of the company's financial position and that at any time, operations satisfy the standards and expectations applying to a company with publicly financed operations.

Control environment

IES's Board of Directors is ultimately responsible for the company satisfying the standards of good internal governance and control over financial reporting. Each year, the Board of Directors approves a number of policy documents which shall provide support to management and all employees on how to work to ensure accurate, complete and relevant reporting. Central documents include the Board of Directors' rules of procedure and instructions regulating the duties of the Chairman and CEO, and the segregation of duties between them, as well as overarching policies.

Through delegation from the CEO, the company's CFO is responsible for ensuring compliance with approved guidelines for financial reporting, and implementation and compliance with internal controls. Apart from the company's finance policy and other policies, IES's finance manual is essential in this respect. The finance policy and finance manual were examined and approved by the Board.

The finance policy and finance in tandem with accounting and financial reporting procedures, IES's internal controls and risk management are based to a high degree on systematic and far-reaching quality processes. Through its own processes, IES has created a quality system. Additionally, operations are regularly reviewed by the Swedish Schools Inspectorate. Within the framework of IES's quality systems, internal controls include controls of the company's and the Group's organisation, school

performance in national tests and conducting the yearly survey of students, parents, and staff at school level. Performance below specified thresholds results in action plans and further investigation and follow-up actions.

For several years, internal audits have also been conducted into the Group's operations intended firstly to verify that operations satisfy legislative, regulatory and other standards, and secondly to serve as tools for learning, development and quality processes. These audits are executed by management and central resources and include documentary studies, inspection visits and interviews with school managements, staff and students, and if shortcomings are identified, action plans are formulated.

With the aim of gaining an overview and verifying current inspections and reporting procedures, logs of all current cases are also maintained. IES's Head of Academics and Quality and the school lawyer provide regular reports on units where there are risks of significant shortcomings. These are reported to Group management, which decides on whether specific actions are necessary.

IES is characterised by rapid growth through new schools. IES has highly developed routines for new schools designed to integrate, and ensure that they comply, with the company's quality and accounting processes.

In summary, IES's control environment is based on:

• governance and monitoring by the Board of Directors and its Audit Committee
• policy documents such as rules of procedure, finance policy and other policies
• regular monitoring and audits
• the company's organisational resources, clear delegation of authority and execution of responsibility
• well-implementedethical guidelines and the company's core values, as well as
• a well-established internal quality management system.

Risk assessment

IES evaluates the operational risks each year. Operations have a fairly low risk profile within areas such as credit risk (high share of public customers/counterparties), market risk (stable markets and revenue flows based on a continuous need for education services, demographic growth and rate of price increase) and a low risk of corruption or financial impropriety.

The company judges that the most important risks to manage are quality risks, i.e. the risk that quality does not live up to regulators' or students' standards, as well as political risks, inherent in the fact that the fundamental governing operations are largely based on politically decided frameworks. Both these risks are best managed through a good quality management model, clear ethical guidelines and a high degree of transparency regarding the company's operating activities. The Audit Committee bears responsibility for providing a process for risk assessment and risk management in financial reporting.

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Control activities

IES conducts regular monitoring and control of the company's operating activities against financial targets. The Board of Directors' monitoring is largely conducted by the Audit Committee, including through monitoring the reporting carried out by management and external auditors. The external auditors review selected parts of the internal control and report their findings to the Audit Committee.

Internal control systems are designed to ensure accurate financial reporting and consistent monitoring of the Group's quality results, and to guarantee the necessary monitoring of compliance with the Group's policies, principles and instruc- tions. Internal controls should also ensure that the Group's financial reporting is prepared in accordance with legislation and applicable accounting standards, and that the Group is compliant with other relevant standards.

Internal controls covering financial reporting consist of several key components:

• the internal authorisation structure, which is based on, and documented in, the approvals list, and requires at least two individuals reviewing and approving transactions and expenses
• the documentation of financial processes and policies in the Group's finance manual and finance policy
• the process whereby individuals at several levels in the organisation analyse financial results before external reporting is compiled, and
• the Audit Committee's duty of monitoring financial reporting and internal controls.

Information and communication

IES utilises communication and information channels designed to enable the rapid and accurate dissemination of relevant information externally and internally. The company has established routines enabling it to publish complete and transparent financial reporting. IES has policies and processes to prevent the release of inaccurate or unauthorised disclosure of information. The Board of Directors receives regular monthly reporting, operational and financial. The Board is responsible for external interim reports and annual accounts in accordance with legislation and the code.

Financial statements are published on the company's website. Internal policy documents are in the company's management system. The outcome of the yearly quality survey is published for the Group overall each year.

Monitoring

IES works on internal controls and risk management primarily through Group management's regular monitoring of operations against established targets, and key figures, as well as through a focus on early warning signals.

The company's key processes governing financial reporting and their appropriateness is regularly evaluated by the CFO and his/ her organisation. Compliance with the finance manual, policies and legislation is scrutinised, and any deviances either result in remedial action or enhancement of processes and procedures. A summary and status of identified actions is reported to the Board of Directors via the Audit Committee.

Internal audit

Based on the Audit Committee's evaluation, the Board of Directors has decided against establishing a dedicated internal audit function. The Board considers that IES's quality management system, each principal's and unit manager's clear responsibilities, and the CFO's continuous reporting to the Board of Directors satisfies the necessary control and monitoring standards. However, the Board considers the need for an internal audit function each year.

Audit

The auditor is to review the company's annual accounts and accounting records, and the Board of Directors and the CEO's administration. After each financial year, the auditors are to submit an audit report and consolidated audit report to the AGM. IES's Articles of Association stipulate that IES is to have a minimum of one, and a maximum of two, auditors, with or without deputies. IES's auditor until the 2020 AGM is KPMG AB, with Håkan Olsson Reising as auditor in charge. The Audit Committee appraises the auditors' work and independence each year. For information on compensation to auditors in the 2019/20 financial year, refer to Note 4.

For more information on the principles applied:

• Swedish Companies Act, www.regeringen.se
• Swedish Corporate Governance Code, www.corporategover- nanceboard.se

More information at www.engelska.se

• Articles of Association
• Reports from previous AGMs
• Information on the Nomination Committee
• Information about the 2020 AGM

INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT Corporate Governance Report 61

BOARD OF DIRECTORS

CAROLA LEMNE

Chairman and Board member since 2019.

Independent. Born 1958.

Education: Medical doctor, Ph D. and Associate professor at Karolins- ka Institutet.

Current directorships: Chairman of Ung företagsamhet and ArtClinic. Board member of Arjo AB and IRLAB Therapeutics AB.

Selected previous positions: CEO of Confederation of Swedish Enter-

prise, Praktikertjänst and Danderyd hospital. Leading positions within Pharmacia. Member of the Board of Investor, Getinge, Meda, Apoteket and the Swedish Strategic Research Foundation, and Chairman of the Board of Uppsala University.

Shareholding, personal and related parties: 22,500 shares.

BIRKER BAHNSEN

Board member since 2012. Dependent.

Born 1977.

Education: MSc in Behavioural

and Cognitive Science, University of Oxford, M.Eng. from University of Cambridge, French studies at Lyon Catholic University, accounting studies at the International Business College.

Current directorships: Board member of PhysIOL and Biocomposites.

Selected previous positions: Managing Director of TA Associates (current position).

Shareholding, personal and related parties: 0 shares.

TA Associates is an advisor to Bock Capital, which until 25 September 2020 held 31.9% of the shares of IES. Its shareholdings thereafter amounted to 0%.

ROBERT CLARK

Board member since 2019. Dependent.

Born 1954.

Education: Teacher credentials from Nottingham University.

Current directorships: -

Selected previous positions: Principal of IES Enskede and represented IES in the school operator's Expert Group for School Develop- ment. Teacher and member of the Board at the Stockholm International School.

Shareholding, personal and related parties: 0 shares.

BRIAN HATCH

Board member since 2018. Dependent.

Born 1981.

Education: Master of Business Administration from Columbia Business School, New York, and BA from Trinity College, Dublin.

Current directorships: -

Selected previous positions: Head of Research at Paradigm Capital AG (current position), Vice President at JP Morgan Chase in New York and London.

Shareholding, personal and related parties: 0 shares on 25 Sep- tember 2020. On 25 September 2020, a consortium led by Paradigm Capital Value Fund SICAV announced a mandatory cash offer for IES. The consortium controlled 73.2% of the shares in IES on 25 Septem- ber 2020.

JESSICA FRYKSTEN

Employee representative, the National Union of Teachers in Sweden (LR), since 2017.

Independent of major sharehold- ers, but dependent in relation to IES and Group management.

Born 1983.

Education: Qualified teacher of history and religious studies at Karlstad University. Practical executive English course, English language Centre, Brighton. Diploma for employee representa- tives, PTK (the Swedish council for

negotiation and cooperation). Sustainability for Board members, PTK (the Swedish council for negotiation and cooperation).

Current directorships: -

Selected previous positions: Career teacher since 2008 within municipal and independent schools. Working at IES Gävle since 2011. Chairman of the National Swedish Federation of Teachers' dedicated association within IES since 2016.

Shareholding, personal and related parties: 0 shares.

ALBERT LAUSCHUS

Employee representative, the National Union of Teachers in Swe- den (LR), since 2017.

Independent of IES's major share- holders, but dependent in relation to IES and Group management.

Born 1970.

Education: Qualified teacher of German, English, mathematics and handicrafts. Bachelor of Science in Secondary Education, Slippery Rock University, University of Gävle, University of Gothenburg. Diploma for employee representatives,

sustainability for Board members and cash-flow statements PTK (the Swedish council for negotiation and cooperation).

Current directorships: -

Selected previous positions: Compulsory School Teacher of German, English, mathematics, as well as woodwork and metalwork at IES Gävle since 2003. Safety Representative at IES Gävle and Deputy Head Safety Representative IES (current positions). Local Representative

of LR at IES Gävle 2005-2014, LR chairman/Union Representative at Internationella Engelska Skolan AB 2013-2016.

Shareholding, personal and related parties: 727 shares.

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MARIA RANKKA

Board member since 2017. Independent.

Born 1975.

Education: BSc (pol. sci.), Uppsala University and graduate of the Stanford Executive Program at Stanford Graduate School of Business.

Current directorships: Board member of Genova Property Group, Business Executives Council of Royal Swedish Academy of Engineering Sciences, Circus Cirkör, SilverLife and Sveab.

Selected previous positions: EVP Business Development & Communications Takura and has her own company (current positions). CEO of the Stockholm Chamber of Commerce and Timbro.

Shareholding, personal and related parties: 4,035 shares.

LARS STRANNEGÅRD

Board member since 2018.

Independent.

Born 1969.

Education: Ph.D. in Business

Administration from University of

Gothenburg.

Current directorships:

Board member of the Stockholm School of Economics, Swedish Television, Carlssons skola, Wanås Konst and The Swedish King Carl XVI Gustaf Foundation for Young Leadership.

Selected previous positions: President of the Stockholm School of Economics (SSE) and holder of the Bo Rydin and SCA Chair in Business Administration, leadership (current positions), Professor Uppsala University.

Shareholding, personal and related parties: 2,500 shares.

PETER WIKSTRÖM

Board member since 2018. Independent.

Born 1975.

Education: Master's degree in International Business Administration from Lund University.

Current directorships: Board

member of Dovana AB.

Selected previous positions: Head of M&A at A.P. Moller-Maersk(current position), Director SEB Corporate Finance, M&A Advisor China International Capital Corpo- ration.

Shareholding, personal and related parties: 7,500 shares.

JOHAN ROSÉN

Employee representative (deputy), the National Union of Teachers in Sweden (LR), since 2020.

Independent of major sharehold- ers, but dependent in relation to IES and Group management.

Born 1985.

Education: Qualified teacher of social sciences and history.

Current directorships: -

Selected previous positions: Compulsory School Teacher since

2011 and at IES Enskede since 2014. Local representative of LR at IES Enskede since 2018.

Shareholding, personal and related parties: 0 shares.

LINDA SVENMAN

Employee representative (deputy), the National Union of Teachers in Sweden (LR), since 2017.

Independent of major sharehold- ers, but dependent in relation to IES and Group management.

Born 1972.

Education: Qualified teacher of social sciences, history, geography and religious studies. Practical executive English course, English language Centre, Brighton. Diploma for employee representatives,

PTK (the Swedish council for negotiation and cooperation). Current directorships: -

Selected previous positions: Served as a teacher within the municipal system since 1996, and at IES Örebro since 2003. Local LR represen- tative, Örebro.

Shareholding, personal and related parties: 0 shares.	Shareholdings are as of 30 June 2020
	unless otherwise stated.

INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT Corporate Governance Report 63

EXECUTIVE MANAGEMENT

From 17 August 2020

ANNA SÖRELIUS

NORDENBORG

CEO since November 2019 Born 1978.

Education: Master of Science degree in Engineering Physics from the Royal Institute of Technology.

Current directorships: Board member of Swedish Association of Independent Schools.

Selected previous positions: Country Manager, Sweden, for Anicura, Vice President Business Development at Sandvik Mining and Engagement Manager at McKinsey.

Shareholding, personal and related parties: 22,700 shares.

EVA ANDERSSON

School Lawyer since 2013. Born 1960.

Education: LL.B., Stockholm Univer- sity, Graduate in Music Education and studies in Voice and Speech Education at Stockholm University College of Music Education, and school legal studies at University of Skövde.

Other current positions: -

Selected previous positions: Director of education, Swedish Schools Inspectorate. Chairman of the Dalhalla Friends' Association.

Shareholding, personal and related parties: 576 shares

and 15,000 share warrants.

JEREMY ELDER

Head of Pastoral since August 2019. Born 1967.

Education: Bachelor of Education (hons) from Leeds Carnegie, UK. Also qualified youth worker.

Other current positions: -

Selected previous positions: Assistant Principal, IES Järfälla and Enskede.

Shareholding, personal and related parties: 0 shares.

ANNAKARIN JOHANSSON

Head of Academics and Quality (to take office 1 November 2020). Born 1973.

Education: Qualified principal from Stockholm University, MA in Education from the University of Gävle and BA in Swedish and Literature from Södertörn University.

Other current positions: -

Selected previous positions: Principal of IES Liljeholmen, Academic Coordinator and teacher at IES Enskede.

Shareholding, personal and related parties: 0 shares

ROBIN KIRK JOHANSSON

Chief Operating Officer since 2017.

Born 1963.

Education: BA in International Economics from Gustavus Adolphus College, USA. BS in Education/English from Winona State

University, USA. Qualified principal,

Karlstad University.

Other current positions: -

Selected previous positions: Principal of IES Borås.

Shareholding, personal and related parties: 8,999 shares and 27,000 share warrants.

LARS JONSSON

CFO since August 2020 Born 1977.

Education: MSc Business and Economics from Uppsala University.

Other current positions: -

Selected previous positions: Head of Financial Control & Treasury, Loomis AB; Adviser and Auditor at Ernst & Young.

Shareholding, personal and related parties: 0 shares.

64 Corporate Governance Report INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT

TIM LAKIN

Head of Country Spain since 2016. Born 1967.

Education: MBA from Sterling University and BSc in Biology, Leeds University.

Other current positions: -

Selected previous positions: Vice CEO of Iale-EliansGroup and Regional Manager Europe Cambridge International Examinations.

Shareholding, personal and related parties:

27,000 share warrants.

SCOTT MELNYK

CIO since 2007

Born 1970.

Education: MSc (Eng.),

Chalmers University of Technology, Stockholm. BSc in Psychology from University of Alberta.

Other current positions:

Board member of Cloud Security Alliance - Swedish Chapter.

Selected previous positions: -

Shareholding, personal and related parties: 550 shares.

HELENA LÜNING

Director of Student Health since 2017.

Born 1972.

Education: Medical degree Lund University 1997, Specialist degrees in paediatric and adolescent medicine, 2004, and paediatric and adolescent psychiatry, 2012.

Other current positions: Board member of the Swedish School Medical Association.

Selected previous positions: Specialist physician at the Children's

and Youth Clinic at Linköping University Hospital, Chief

Medical Officer for paediatric and adolescent psychiatry (BUP) at Linköping University Hospital and Chief Medical Officer at the Stock- holm Centre for Eating Disorders.

Shareholding, personal and related parties: 636 shares.

GUNILLA PARISH

Head of HR since January 2020. Born 1961.

Education: BSc in Human Resources Development and Labour Relations, Uppsala University.

Other current positions: -

Selected previous positions: Head of HR for Capio and Aleris and Nordic HR Director for Compass Group Nordic.

Shareholding, personal and related parties: 0 shares.

EMMA RHEBORG

Head of Communications and IR since 2018.

Born 1972.

Education: MSc in Finance from School of Business, Economics and Law, University of Gothenburg. Studies in history of art at Stock- holm University.

Other current positions: -

Selected previous positions: Head of communication, Nordea Sweden and head of external communi- cation, Nordea Group. Head of

communication, Ratos; Communication consultant, JKL.

Shareholding, personal and related parties: 2,900 shares and 10,000 share warrants.

JÖRGEN STENQUIST

Vice CEO since 2010.

Born 1965.

Education: Swedish Armed Forces

Officer graduate, Swedish National

Defence College Staff Officer

Program and NATO Joint Command,

General Staff Course, Estonia.

Other current positions: Deputy CEO of IES Sweden. Deputy Board member of TriHealth Fitness.

Selected previous positions: Principal of IES Täby. Officer, Amphibious Regiment AMF1, Swedish Armed Forces.

Shareholding, personal and related parties: 26,647 shares and 20,000 share warrants.

Shareholdings are as of 30 June 2020.

INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT Corporate Governance Report 65