Irisity AB: 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 10 October 2023 at 4 p.m. at Radisson Blu Lindholmen, Lindholmspiren 4, Gothenburg, Sweden. Registration starts at 3.30 pm.
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 2 October 2023, and (ii) not later than 4 October 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
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 not later than 9 October 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 2 October 2023, and (ii) give notice no later than 4 October 2023, by casting its advance vote in accordance with the instructions below so that the advance vote is received by the company not 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
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.
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 2 October 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 4 October 2023 will be taken into account when preparing the share register.
1. Opening of the extraordinary general meeting.
2. Election of chairman of the extraordinary 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 general meeting has been duly convened.
7. Resolution regarding approval of the board of directors' resolution on a directed new issue of shares.
8. Closing of the general meeting.
Item 2 - Election of chairman of the extraordinary general meeting
Attorney Anders Strid is proposed as chairman at the extraordinary general meeting.
Item 7 - Resolution regarding approval of the board of directors' resolution on a directed new issue of shares
The board of directors proposes that the extraordinary general meeting approves the board of directors' resolution of the 21 September 2023 to carry out a directed new issue of not more than 7,800,000 shares, entailing an increase in the share capital of not more than SEK 702,000. The resolution shall otherwise be governed by the following terms and conditions.
1. The right to subscribe for the new shares has, with deviation from the shareholder's pre-emption rights, been granted to Erik Penser Bank AB having acted as settlement bank in the issue and which subscribed for shares on behalf of a number of investors.
Prior to the directed issue, the company's board of directors has made an overall assessment and carefully considered the option of raising capital through a rights issue, but considers, taking into account the current market conditions, that it would, for example, entail a risk that the company cannot meet its capital needs and at the same time maintain an optimal capital structure. The reasons for the deviation from the shareholders' pre-emption rights are therefore (i) that a directed issue can be carried out in a more time-efficient way and at a lower cost and with less complexity than a rights issue, (ii) to diversify the company's shareholder base with Swedish professional and qualified investors, which is deemed to strengthen Irisity's long-term opportunity to implement the company's growth strategy, and (iii) that in view of the prevailing market conditions and the volatility that has been observed in the market, the board of directors has assessed that a rights issue would also require significant underwriting from a guarantee consortium, which would entail additional costs and /or further dilution for the shareholders depending on the type of consideration paid for such guarantee commitments, especially taking into account the total issue proceeds in a directed issue. In addition, a rights issue would likely be executed at a lower subscription price, given the discount levels for rights issues that have been implemented in the market recently. The board of directors' overall assessment is that the reasons for carrying out a directed issue with a deviation from the shareholders' pre-emption rights outweigh the reasons that justify the main rule that new issues must be carried out with pre-emption rights for the shareholders and that a new issue with a deviation from the shareholders' pre-emption rights is therefore in the interests of Irisity and all shareholders.
2. For each subscribed share, SEK 5.00 shall be paid. The basis for the subscription price is the market value of the share, which has been determined through an accelerated book building procedure arranged by Erik Penser Bank which, in the board of directors' assessment, has ensured that the subscription price is on market terms. The part of the subscription price that exceeds the quota value of the shares shall be added to the free premium fund.
3. Subscription for the newly issued shares has been made on a subscription list not later than 21September2023. Payment for the shares subscribed for shall be made not later than 27September2023. The board of directors shall be entitled to extend the subscription period and the time for payment.
4. The new shares shall entitle to dividends from and including the first record day for dividends following the registration of the new shares in the shareholders' ledger of the company maintained by Euroclear Sweden AB.
The CEO, or any person appointed by him, shall have the right to make any adjustments or amendments to the above resolutions that may be required in connection with the registration of such resolutions and to take any other measure deemed necessary for the execution of the resolutions.
SPECIAL MAJORITY REQUIREMENTS
A resolution in accordance with the board of directors' proposal in item 7 above shall only be valid where supported by not less than nine-tenths (9/10) of both votes cast and the shares represented at the extraordinary general meeting.
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 41,429,936 outstanding shares and votes in the company. As of the date of this notice, the company holds no shares.
Proxy forms, advance voting forms and documents referred to in Chapter 13, Section 6 of the Swedish Companies Act are available at the company's office at Lindholmspiren 7, SE-417 56 Gothenburg, Sweden, and on the company's website www.irisity.com, not 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 or e-mail address.
The board of directors' proposal in accordance with item 7 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%20notice%20BOSS%20-%20final%20220324.pdf
Gothenburg in September 2023
Irisity AB (publ)
The board of directors
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