NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN
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
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 29 May 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
- Opening of the annual general meeting.
- Election of chairman of the annual general meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to approve the minutes.
- Determination as to whether the annual general meeting has been duly convened.
- 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.
- Resolution regarding
- adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- allocation of the company's profits or losses in accordance with the adopted balance sheet,
-
discharge of the members of the board of directors and the CEO from liability.
Lennart Svantesson (chairman of the board of directors, resigned 2023-06-02)Anna Ahlberg (board member, resigned 2023-06-02)Nils Malmros (board member, resigned 2023-06-02)- Anders Långsved (board member, resigned 2023-06-02)
Rom Mendel (board member, resigned 2023-06-02)- Marcus Bäcklund (CEO, resigned 2023-03-13)
- Ulf Runmarker (chairman of the board of directors)
Christian Andersson (board member)Dorian Barak (board member)- Marcus Bäcklund (board member)
Anders Trygg (board member)Keven Marier (CEO)
- Determination of the number of members of the board of directors, deputies, auditors, and deputy auditors.
- Election of members of the board of directors.
The nomination committee's proposal:
- Ulf Runmarker (re-election)
Christian Andersson (re-election)Dorian Barak (re-election)Anders Trygg (re-election)- Bjørn Skou Eilertsen (new election)
- Election of the chairman of the board of directors.
The nomination committee's proposal:
- Bjørn Skou Eilertsen (new election)
- Election of auditor.
- Determination of fees for the board of directors and auditor.
- Principles for the appointment of the members of the nomination committee.
- Resolution to authorise the board of directors to resolve on directed issue, and issue in kind, of shares.
- 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
If the company completes the acquisition of Ultinous, which was announced through a press release on
Item 2 - Election of chairman of the annual general meeting
The nomination committee proposes that
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,
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
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
Shareholding in
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
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
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
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
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
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
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.
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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
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
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
The board of directors
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