NOTICE TO ATTEND THE EXTRAORDINARY GENERAL
N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
NOTICE TO ATTEND THE EXTRAORDINARY GENERAL
MEETING IN
IRISITY AB (PUBL)
Irisity AB (publ), Reg. No. 556705-4571, with its registered office in Gothenburg, gives notice of the extraordinary general meeting to be held on 2 June 2023 at 10.00 a.m. at Radisson Blu Lindholmen, Lindholmspiren 4, Gothenburg. Registration starts at 9.30 a.m.
The extraordinary general meeting has been prompted by the board of directors of Irisity AB, on 9 May 92023, receiving a written request to convene an extraordinary general meeting from shareholders with a total shareholding corresponding to more than 10 percent of the shares in the company (the "Shareholders").
RIGHT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING AND NOTICE OF PARTICIPATION
Participation at the venue
A shareholder who wishes to participate in the extraordinary general meeting at the venue 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 25 May 2023, and (ii) no later than 26 May 2023 give notice by post to Irisity AB (publ), ”EGM 2023”, c/o Advokatfirman Vinge KB, Box 11025, SE-404 21 Gothenburg, Sweden or via e-mail to [email protected]. 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 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 1 June 2023.
Participation by advance voting
A shareholder who wishes to participate in the extraordinary general meeting by advance voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 25 May 2023, and (ii) give notice no later than 26 May 2023, by casting its advance vote in accordance with the instructions below so that the advance vote is received by the company no later than on that day.
A shareholder who wishes to participate in the extraordinary general meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.
A special form shall be used when advance voting. The advance voting form is available on the company’s website www.irisity.com. A completed and signed form may be submitted by post to Irisity AB (publ), ”EGM 2023”, c/o Advokatfirman Vinge KB, Box 11025, SE-404 21 Gothenburg, Sweden, or via e-mail to [email protected]. The completed form shall be received by the company no later than 26 May 2023. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. A proxy form is available on the company’s website www.irisity.com. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the extraordinary general meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the general meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the general meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
NOMINEE-REGISTERED SHARES
To be entitled to participate in the extraordinary 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 25 May 2023. 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 29 May 2023 are taken into account when preparing the share register.
- Opening of the extraordinary general meeting.
- Election of chairman of the extraordinary 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 extraordinary general meeting has been duly convened.
- Determination of the number of members of the board of directors and deputies.
- Determination of fees to the board of directors.
- Election of members of the board of directors.
The Shareholders’ proposal:
- Marcus Bäcklund (new election)
- Christian Andersson (new election)
- Anders Trygg (new election)
- Election of the chairman of the board of directors.
The Shareholders’ proposal:
- Ulf Runmarker (new election)
- Closing of the general meeting.
Item 2 – Election of chairman of the extraordinary general meeting
Anders Strid is proposed as chairman at the extraordinary general meeting.
Item 7 – Determination of the number of members of the board of directors and deputies
The Shareholders propose that the board of directors shall consist of five (5) ordinary members without deputies.
Item 8 – Determination of fees to the board of directors
The Shareholders propose that the general meeting resolves that any newly elected members of the board of directors shall receive remuneration for their work as members of the board of directors in accordance with the fee level resolved by the annual general meeting 2023, proportional to the length of their term of office.
Item 9 – Election of members of the board of directors
In the event that the extraordinary general meeting adopts the Shareholders' proposals, board members Anders Långsved, Anna Ahlberg and Rom Mendel and board member and chairman of the board of directors Lennart Svantesson have announced that they will, at their own request, resign their assignments on the board of directors in connection with the general meeting.
Board member Nils Malmros has announced that he will leave the board of directors in connection with the extraordinary general meeting for personal reasons.
The Shareholders propose the election of Marcus Bäcklund, Christian Andersson and Anders Trygg as new members of the board of directors for the period until the end of the next annual general meeting.
Information regarding the proposed new board members
Marcus Bäcklund, born 1962
Background: As former CEO of Irisity, from 2017 until March 2023, Marcus Bäcklund has extensive experience of the industry Irisity operates in and very good knowledge of the company. Marcus is currently active as a venture capitalist and entrepreneur in high-tech industries. Marcus has significant experience of both management and board work with assignments for, among others, Visionists AB and previous assignments for ALUWAVE AB, Winningtemp AB and Voddler Group AB.
Shareholding in Irisity AB: 17,369 shares.
Marcus Bäcklund is dependent in relation to the company and its management but independent in relation to the company’s major shareholders.
Christian Andersson, born 1976
Background: Christian Andersson is a former partner in Hans Andersson Recycling AB. Christian was active in the company for 22 years, of which the latter 14 years in various leading roles within the company and was also involved in the sale of the company in 2017. Christian is currently active in, among other things, venture, finance and real estate. Christian has extensive experience of board work with board assignments for, among others, Hans Andersson Holding AB, Hans Andersson Paper Nya AB, Ipinium Aktiebolag, Change Reklambyrå AB and Random State AB.
Shareholding in Irisity AB: 500,000 shares through companies.
Christian Andersson is independent in relation to the company and its management and independent in relation to the company’s major shareholders.
Anders Trygg, born 1957
Background: Anders Trygg has extensive experience of management and board work with more than 40 years as a management consultant in various industries. Anders is active in Franchise Group Nordic AB and has assignments as a board member of Moogio International AB and chairman of the board of Kandy'z AB.
Shareholding in Irisity AB: 219,000 shares, own and through companies.
Anders Trygg is independent in relation to the company and its management and independent 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 10 – Election of the chairman of the board of directors
The Shareholders propose the election of Ulf Runmarker as chairman of the board for the period until the end of the next annual general meeting.
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SHAREHOLDERS’ RIGHT TO OBTAIN INFORMATION
Shareholders are reminded of their right to, at the extraordinary general meeting, obtain information from the board of directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
NUMBER OF SHARES AND VOTES
There are 38,302,328 outstanding shares and votes in the company. As of the date of this notice, the company holds no shares.
DOCUMENTATION
Proxy forms and forms for advance voting are 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 extraordinary general meeting. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Gothenburg in May 2023
Irisity AB (publ)
The board of directors
The information was submitted for publication, through the agency of the contact person set out above, at 19.00 CEST on May 16 2023.
About Irisity
Irisity AB (publ) is a world-leader in AI-powered video analytics solutions for enhanced safety and security. As of October 13, 2021, Agent Vi is part of Irisity. Founded in 2006, Irisity has offices in Sweden (HQ), Israel, North and South America, UAE, Denmark, Japan and Singapore. The combined company is serving a network of integrators, distributors, and technology partners globally.
The Irisity AB (publ) share is listed on Nasdaq First North Growth Market, with the ticker IRIS, Certified Adviser: Erik Penser Bank AB +46 8 463 83 00 [email protected]