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28 May, 2025

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

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.

Irisity AB (publ), Reg. No. 556705-4571, with its registered office in Gothenburg, gives notice of the Annual General Meeting to be held on 30 June 2025 at the company's premises at Lindholmspiren 7C in 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

Shareholders who wish to attend the meeting in person or by proxy must (i) be recorded as a shareholder in the share register prepared by Euroclear Sweden AB concerning the circumstances on 19 June 2025, and (ii) no later than 24 June 2025, notify the company of their intention to participate, by mail to Irisity AB (publ), "AGM 2025", Lindholmspiren 7C, SE-417 56 Gothenburg, Sweden, or by e-mail to mariell.olsen@irisity.com.

The notification shall include the shareholder's name, personal identification number or corporate registration number, address, telephone number and the number of assistants, if any (not more than two) and, where applicable, information about proxies. Information delivered upon notice to attend will be processed and used only for the Annual General Meeting. See below for further information on processing of personal data.

NOMINEE-REGISTERED SHARES

In order to be entitled to participate in the general meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general meeting, register its shares in its own name so that the shareholder is listed in the share register as of 19 June 2025. Such registration may be temporary (so-called voting rights registration) and request for such voting rights registration shall be made to the nominee in accordance with the nominee's procedures at such a time in advance as decided by the nominee. Voting rights registrations that have been completed by the nominee no later than 24 June 2025 will be taken into account in the preparation of the share register.

PROXY, ETC.

Shareholders who intend to be represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is executed by a legal person a certified copy of the certificate of registration or equivalent should be attached. The power of attorney may not be older than one year, however, it may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years from its issuance. The certificate of registration must not have been issued earlier than one year before. The power of attorney in original and, where applicable, the certificate of registration should be submitted to the company to the address set forth above well in advance of the general meeting. A proxy form is available on the company's website, www.irisity.com

PROPOSED AGENDA

  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
  1. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
  2. allocation of the company's profits or losses in accordance with the adopted balance sheet,
  3. discharge of the members of the Board of Directors and the CEO from liability.
    1. Bjørn Skou Eilertsen (chairman of the Board of Directors)
    2. Christian Andersson (Board member)
    3. Dorian Barak (Board member)
    4. Lucas de Mendoza (Board member)
    5. Inna Kaushan (Board member)
    6. Ulf Runmarker (Board member)
    7. Anders Trygg (Board member)
    8. Keven Marier (CEO)
    9. Marcus Bäcklund (Board member, resigned 2024-05-29)
  1. Determination of the number of members of the Board of Directors, deputies, auditors, and deputy auditors.
  2. Election of members of the Board of Directors.

The nomination committee's proposal:

  1. Bjørn Skou Eilertsen (re-election)
  2. Lucas de Mendoza (re-election)
  3. Inna Kaushan (re-election)
  1. Election of the chairman of the Board of Directors.

The nomination committee's proposal:

  1. Lucas de Mendoza (new election)
  1. Election of auditor.
  2. Determination of fees for the Board of Directors and auditor.
  3. Principles for the appointment of the members of the nomination committee.
  4. Resolution to adopt a long-term incentive programme for employees within the Irisity group and directed issue of warrants.
  5. Resolution to authorise the Board of Directors to resolve on new share issues.
  6. Closing of the Annual General Meeting.

THE NOMINATION COMMITTEE'S PROPOSALS UNDER ITEMS 2 AND 10-14

The nomination committee, consisting of Carl Knutsson (appointed by Stockhorn Capital AB), Carl Runmarker (appointed by Aktiebolaget Westergyllen), and Hannah Marier (appointed by Sun Red Beach Growth Partners ApS) has submitted the following proposals.

Item 2 - Election of chairman of the Annual General Meeting

The nomination committee proposes that Anders Strid, lawyer at Advokatfirman Vinge, 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 three (3) 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 Bjørn Skou Eilertsen, Inna Kaushan och Lucas de Mendoza 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 Christian Andersson, Ulf Runmarker, Anders Trygg and Dorian Barak have declined re-election.

Item 11 - Election of the chairman of the Board of Directors

The nomination committee proposes that Lucas de Mendoza 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 Deloitte AB be elected as auditor. In the event that Deloitte AB is elected, the nomination committee notes that Deloitte AB has informed that public accountant Harald Jagner will be appointed as auditor in charge.

Item 13 - Determination of fees for the Board of Directors and auditor

The nomination committee proposes that remuneration to the Board member Bjørn Skou Eilertsen shall be paid with SEK 360,000. No remuneration shall be paid to the Chairman of the Board of Directors or the other Board members.

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 15-16

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 adopt a long-term incentive programme for employees within the Irisity group and directed issue of warrants

The Board of Directors' complete proposal will be held available at the company's website, www.irisity.com, no later than two weeks before the Annual General Meeting.

Item 16 - Resolution to authorise the Board of Directors to resolve on new share issues

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions and with or without deviation from the shareholders' preferential rights, to resolve on new share issues.  The authorisation may be utilised for new issues of shares, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to not more than ten (10) percent of the registered share capital in the company at the time of the issue resolution. The subscription price shall be determined on market terms and conditions.

Deviation from the shareholders' preferential rights shall be possible in connection with future investments in the form of acquisitions of operations, companies, shares in companies or otherwise for the company's future expansion. If the Board resolves on an issue with deviation from the shareholders' preferential rights, the rationale shall be that the Board shall be able to issue shares in the company to be used as a means of in-kind payment or the right to offset debt or to in a flexible and cost-efficient manner raise capital to use as means of payment or to continuously adjust the company's capital structure.

The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.

_______________________

SPECIAL MAJORITY REQUIREMENTS

The Board of Directors' proposal for resolutions in accordance with item 15 above will be put forth as two separate proposals, items 15A and 15B. Please note that said proposals constitute a package, as the various proposals are dependent on and strongly linked to each other. Therefore, it is proposed that the Annual General Meeting make a single resolution in connection with items 15A and 15B in compliance with the majority requirement specified in Chapter 16, Section 8 of the Swedish Companies Act, meaning that the resolution shall be supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.

A valid resolution in accordance with item 16 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 2025", Lindholmspiren 7C, SE-417 56 Gothenburg, Sweden or via e-mail to mariell.olsen@irisity.com.

NUMBER OF SHARES AND VOTES

There are 114,290,894 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 under item 15 will be 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.

The Board of Directors' proposal in item 16 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 May 2025

Irisity AB (publ)

The Board of Directors

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