Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Informationsteknik |
Industri | Elektronisk utrustning |
Irisity AB (publ), reg.nr 556705-4571, with its registered office in Gothenburg, gives notice of the Extraordinary General Meeting to be held on 3 November 2025 at 11.00 CEST at the company's premises at Lindholmspiren 7C in Gothenburg, Sweden. Registration for the meeting will commence at 10.30 CEST.
RIGHT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING AND NOTICE OF ATTENDANCE
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 24 October 2025, and (ii) no later than 27 October 2025, notify the company of their intention to participate, by mail to Irisity AB (publ), "EGM 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 Extraordinary General Meeting. See below for further information on processing of personal data.
NOMINEE-REGISTERED HOLDINGS
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 24 October 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 28 October 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 Extraordinary General Meeting. A proxy form is available on the company's website, www.irisity.com.
PROPOSED AGENDA
- 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 verify the minutes.
- Determination of whether the meeting has been duly convened.
- Resolution to approve the board of directors' resolution on a rights issue.
- Closing of the Extraordinary general Meeting.
Item 2 - Election of Chairman of the Extraordinary General Meeting
It is proposed that Anders Strid, attorney at Advokatfirman Vinge, is elected Chairman of the Extraordinary General Meeting.
Item 7 - Resolution to approve the board of directors' resolution to issue shares to existing shareholders
The board of directors proposes that the extraordinary general meeting resolves to approve the board's resolution on a new issue of not more than 217,157,616 shares with preferential rights to existing shareholders (the "Rights Issue"), entailing an increase of the share capital with not more than SEK 19,544,185.44. The following terms shall apply to the resolution.
- The right to subscribe for new shares shall belong to those persons who on the record date on 4 November 2025 are recorded as shareholders.
- The subscription price shall be SEK 0.12 per share. The amount that exceeds the quota value of the shares shall be transferred to the unrestricted share premium reserve.
- Each share held on the record date entitles to one (1) subscription right. Ten (10) subscription rights entitle to subscription of thirteen (13) new shares.
- If all of the shares are not subscribed for by virtue of subscription rights, the board of directors shall resolve on the allocation of shares which have not been subscribed for by virtue of subscription rights. In such case, shares shall:
- firstly, be allocated to those who have applied for subscription and subscribed for new shares by virtue of subscription rights, regardless if the subscriber was a shareholder on the record date or not, and in the event of oversubscription, in relation to the number of subscription rights each have exercised for subscription of new shares,
- secondly, shares are allocated to others who have applied for subscription of shares without exercising subscription rights, and in the event of oversubscription, in relation to the number of new shares specified in the subscription application, and, to the extent that this is not possible, by drawing lots, and
- thirdly, to the guarantor that has contractually entered into a guarantee commitment.
- The record date for determining the right to receive subscription rights shall be 6 November 2025.
- Subscription for new shares by virtue of subscription rights shall be made by way of cash payment during the period from 5 November 2025 up to and including 19 November 2025. Application for subscription of shares which have not been subscribed for by virtue of subscription rights shall be made through subscription on an application form during the same subscription period. Payment for shares which have not been subscribed for by virtue of subscription rights shall be made no later than the date stated in the allocation note specifying allocation of shares. Payment may also be made by set-off if the board of directors finds it appropriate and set-off can be made without harm to the company or its creditors. The board of directors shall be entitled to prolong the subscription period as well as the time of payment.
- The new shares shall entitle to dividends for the first time on the record date for dividend that takes place after the Rights Issue has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
- The CEO shall be authorized to make such minor adjustments that may be necessary in connection with the registration with the Swedish Companies Registration Office and with Euroclear Sweden AB.
_______________________
OTHER
MAJORITY REQUIREMENTS
A valid resolution in accordance with item 7 above requires simple majority.
SHAREHOLDERS' RIGHT TO RECEIVE INFORMATION
The shareholders are reminded of their right to, at the Extraordinary General Meeting, receive information from the Board of Directors and the managing director in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
NUMBER OF SHARES AND VOTES
There is a total of 167,044,324 shares and votes in the company.
DOCUMENTS
The annual report for the financial year 2024, power of attorney forms as well as documents in accordance with the Swedish Companies Act are available at the company's offices at Lindholmspiren 7C, SE-417 56 Gothenburg, Sweden, and on the company's website, www.irisity.com. The documents will also be sent free of charge to shareholders who so request and provide their postal address or e-mail address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Gothenburg in October 2025
Irisity AB (publ)
The Board of Directors