Corporate Governance

NetJobs Group AB is a Swedish public limited company. The responsibilities for governing and controlling the group is allocated between the shareholders in the AGM, the Board of Directors as well as the CEO, in accordance with the Swedish Companies' Act, current rules and regulations for listed companies, NetJobs’ Articles of Association as well as other internal governance and control documents.

1 Firm

The company firm is NetJobs Group AB. The company is listed (publ).

2 Principal Place of Business

The Board of Directors is located in Stockholm.

3 Operations

The company shall develop online specialized career websites and carry on sales operations on those websites, as well as own and manage real estate and any operations compatible therewith.

4 Share Capital

Share capital shall be a minimum of SEK 500,000 and a maximum of SEK 2,000,000.

5 No. of shares

The no. of shares shall be at least 20,000,000 and at most 80,000,000.

6 Board of Directors

The board shall comprise three to seven directors with or without one to three deputies.

The board is elected annually by the AGM for the period until the next AGM.

7 Auditors

One or two auditors with at most two deputies, alternatively a registered firm of auditors, will be appointed by the AGM.

8 Notice convening the AGM

A notice for convening the AGM shall be advertised in The Official Swedish Gazette as well as in Svenska Dagbladet within the time stipulated in the Companies' Act.

9 Application to attend the AGM

In order to be eligible for attending the AGM, the shareholder must be a registered shareholder in the register of shareholders at the latest five business days before the AGM, as well as register with the company at the latest on the date stipulated in the notice convening the AGM. This day cannot be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, nor fall less than five days before the AGM.

Shareholders may bring one or two assistants to the AGM on the condition that the shareholder submitted the number of assistants to the company in accordance with the instructions in the previous paragraph.

10 Annual General Meeting

The AGM proceedings must include the following:

1 Electing a Chairman of the proceedings

2 Establishing and adopting a voting list

3 Electing at least one person to check the minutes

4 Checking if the meeting has been duly convened

5 Adopting the agenda

6 Presenting the Annual Report and Annual Auditor's report as well as, if applicable, the Consolidated Annual Report and Consolidated Auditor's Report

7 Deciding on

a. adopting the profit and loss account and balance sheet as well as, if applicable, the consolidated profit and loss account and balance sheet

b. Allocation of company profits or losses as per the approved balance sheet

c. discharge of liability for Directors of the Board and CEO

8 Deciding on the number of directors

9 Determining remunerations for board and auditor

10 Electing board members and, if applicable, auditor and deputy auditor

11 Miscellaneous items to be presented before the AGM in accordance with the Companies' Act or the Articles of Association.

11 Financial Year

The financial year follows the calendar year.

12 VPC-registration proviso

The shares must be registered and recorded in accordance with the law (1998:1479) on account-keeping of financial instruments.