Pressreleaser | 26 Apr 2024 | Irisity

Irisity AB: NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN IRISITY AB (PUBL).

NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN

IRISITY AB (PUBL)

Irisity AB (publ), Reg. No. 556705-4571, with its registered office in Gothenburg, gives notice of the annual general meeting to be held on 30May 2024 at Radisson Blu Lindholmen, Lindholmspiren 4, Gothenburg, Sweden, at 3.00 p.m. Registration starts at 2.30 p.m.

RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING AND NOTICE OF PARTICIPATION

Participation in the annual general meeting

A shareholder who wishes to participate in the annual general meeting in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 22May 2024, and (ii) no later than 24May 2024 give notice by post to Irisity AB (publ), ”AGM 2024”, c/o Advokatfirman Vinge KB, Box 11025, SE-404 21 Gothenburg, Sweden or via e-mail to irisity@vinge.se.When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.irisity.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the annual general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 29May 2024.

NOMINEE-REGISTERED SHARES

To be entitled to participate in the annual general meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 22May 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 24May 2024 are taken into account when preparing the share register.

1. Opening of the annual general meeting.
2. Election of chairman of 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 approve the minutes.
6. Determination as to whether the annual general meeting has been duly convened.
7. Submission of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the group. In connection thereto, a presentation by the CEO.
8. Resolution regarding

a. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
b. allocation of the company’s profits or losses in accordance with the adopted balance sheet,
c. discharge of the members of the board of directors and the CEO from liability.
1. Lennart Svantesson (chairman of the board of directors, resigned 2023-06-02)
2. Anna Ahlberg (board member, resigned 2023-06-02)
3. Nils Malmros (board member, resigned 2023-06-02)
4. Anders Långsved (board member, resigned 2023-06-02)
5. Rom Mendel (board member, resigned 2023-06-02)
6. Marcus Bäcklund (CEO, resigned 2023-03-13)
7. Ulf Runmarker (chairman of the board of directors)
8. Christian Andersson (board member)
9. Dorian Barak (board member)
10. Marcus Bäcklund (board member)
11. Anders Trygg (board member)
12. Keven Marier (CEO)

9. Determination of the number of members of the board of directors, deputies, auditors, and deputy auditors.
10. Election of members of the board of directors.

The nomination committee’s proposal:

a. Ulf Runmarker (re-election)
b. Christian Andersson (re-election)
c. Dorian Barak (re-election)
d. Anders Trygg (re-election)
e. Bjørn Skou Eilertsen (new election)

11. Election of the chairman of the board of directors.

The nomination committee’s proposal:

a. Bjørn Skou Eilertsen (new election)

12. Election of auditor.
13. Determination of fees for the board of directors and auditor.
14. Principles for the appointment of the members of the nomination committee.
15. Resolution to authorise the board of directors to resolve on directed issue, and issue in kind, of shares.
16. Closing of the annual general meeting.

THE NOMINATION COMMITTEE’S PROPOSALS UNDER ITEMS 2 AND 9-14

The nomination committee, consisting of Carl Runmarker (appointed by Aktiebolaget Westergyllen), Håkan Krook (appointed by Chalmers Innovation Seed Fund AB) and Hannah Marier (appointed by Sun Red Beach Growth Partners ApS) has submitted the following proposals.

If the company completes the acquisition of Ultinous, which was announced through a press release on 28 February 2024, the nomination committee reserves the right to, up to and including the day of the annual general meeting 2024, submit additional proposals under items 9 and 10 on the agenda regarding the number of members of the board of directors and election of members of the board of directors.

Item 2 – Election of chairman of the annual general meeting

The nomination committee proposes that Anders Strid is appointed chairman at the annual general meeting.

Item 9 – Determination of the number of members of the board of directors, deputies, auditors, and deputy auditors

The nomination committee proposes that the board of directors shall consist of five (5) ordinary members without deputies.

The nomination committee proposes that a registered accounting firm is to be appointed as auditor.

Item 10 – Election of members of the board of directors

The nomination committee proposes re-election of Ulf Runmarker, Christian Andersson, Dorian Barak and Anders Trygg and new election of Bjørn Skou Eilertsen as members of the board of directors. All elections for the period until the end of the next annual general meeting. It is noted that Marcus Bäcklund has declined re-election.

Information regarding the proposed new board member

Bjørn Skou Eilertsen, born 1974.

Background: Bjørn holds a Master of Science in Business Administration and Computer Science (cand.merc.dat) from Copenhagen Business School and a board education from Board Company. Bjørn has previously held senior positions in international software companies such as Milestone Systems AS, Netcompany AS, Microsoft and IBM. Bjørn has also served on the board of the Open Security & Safety Alliance.

Other assignments: Currently, Bjørn is the CEO of Great Impact and through his consulting firm, he is a strategic advisor to AtPulse, TwentyThree and the Gifted Institute. He is a member of the National Advisory Board of the Pioneer Centre of AI. Bjørn’s other board assignments include Millennial Mental Wellbeing and Leonardo Skolen.

Shareholding in Irisity AB: 1,000 shares.

Bjørn Skou Eilertsen is independent in relation to the company and its management as well as in relation to the company’s major shareholders.

Further information about the proposed new board member may be found on the company’s website, www.irisity.com.

Item 11 – Election of the chairman of the board of directors

The nomination committee proposes that Bjørn Skou Eilertsen is elected as chairman of the board of directors.

Item 12 – Election of auditor

The nomination committee proposes that, for the period until the end of the next annual general meeting, the registered accounting firm Ernst & Young AB be re-elected as auditor. In the event that Ernst & Young AB is re-elected, the nomination committee notes that Ernst & Young AB has informed that public accountant Linda Sallander will be appointed as auditor in charge.

Item 13 – Determination of fees for the board of directors and auditor

Amount from previous year in () for comparison

The nomination committee proposes that remuneration to the board of directors shall be paid with SEK 360,000 (360,000) to the chairman of the board of directors, and SEK 180,000 (180,000) to each of the other members of the board of directors.

The nomination committee proposes that the fee to the auditor shall be paid in accordance with approved statement of costs.

Item 14 – Principles for the appointment of the members of the nomination committee

The Nomination Committee has reviewed the current principles for the appointment of the members of the Nomination Committee and has decided to not propose any changes.

THE BOARD OF DIRECTORS’ PROPOSALS UNDER ITEMS 8B AND 15

Item 8B – Resolution regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet

The board of directors proposes that the funds at the annual general meetings’ disposal shall be carried forward and that no dividend shall be paid.

Item 15 – Resolution to authorise the board of directors to resolve on directed issue and issue in kind of shares

The following proposed authorisations are sought to create conditions for the company to carry out the acquisition of Ultinous, which was communicated in the press release published on 28February2024. The proposal is conditional upon that the board of directors of Irisity, prior to the annual general meeting, has not exercised the authorisations granted by the extraordinary general meeting held on 19March 2024.

Issue in kind

The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, for the period until the end of the annual general meeting 2025, on one or more occasions and with deviation from the shareholders’ preferential rights, resolve to issue a maximum of 9,000,000 shares or the equivalent of SEK 45 million. The subscription price shall amount to SEK 5 per share and is based on arm’s length negotiations between the company and the sellers of Ultinous, which is why the board of directors has assessed it to be in accordance with market conditions.

The reasons for the deviation from the shareholders’ preferential rights is that a prerequisite for the company to be able to carry out the acquisition of Ultinous is that the company pays payment of the purchase price through the issuance of own shares to the sellers.

Directed issue

The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, for the period until the end of the annual general meeting 2025, on one or more occasions and with deviation from the shareholders’ preferential rights, resolve to issue a maximum of 9,000,000 shares or the equivalent of SEK 45 million. The subscription price shall amount to SEK5 per share and be paid in cash or by way of set-off and is based on arm’s length negotiations between the company and the sellers of Ultinous, which is why the board of directors has assessed it to be in accordance with market conditions.

The reasons for the deviation from the shareholders’ preferential rights is that the company shall be able to fulfil its obligations under the binding term sheet entered into between the company and the sellers of Ultinous on 28February2024.

The board of directors, or a person appointed by the board of directors, shall otherwise have the right to make such amendments to the resolutions above that may be required in connection with the registrations thereof, and to take such other measures as may be necessary to implement the resolutions.

_______________________

SPECIAL MAJORITY REQUIREMENTS

A valid resolution in accordance with item 15 above, requires that shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting approve the resolution.

SHAREHOLDERS’ RIGHT TO OBTAIN INFORMATION

Shareholders are reminded of their right to, at the annual general meeting, obtain information from the board of directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Irisity AB (publ), ”AGM 2024”, c/o Advokatfirman Vinge KB, Box 11025, SE-404 21 Gothenburg, Sweden or via e-mail to irisity@vinge.se.

NUMBER OF SHARES AND VOTES

There are 49,229,936 outstanding shares and votes in the company. As of the date of this notice, the company holds no shares.

DOCUMENTATION

The annual report, and the auditor’s report, are held available at the company’s office at Lindholmspiren 7, SE-417 56 Gothenburg, Sweden, and on the company’s website www.irisity.com, no later than two weeks before the annual general meeting. Moreover, the nomination committee’s motivated statement is available at the company’s address above, as well as on www.irisity.com, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.

The board of directors’ proposal in item 15 is fully formulated in the convening notice.

PROCESSING OF PERSONAL DATA

For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Gothenburg in April 2024

Irisity AB (publ)

The board of directors