The shareholders of IRRAS AB (publ), org.nr 556872-7134 (the “Company”), are hereby invited to the Extraordinary General Meeting to be held on Wednesday 3 August 2022. The Board of Directors has, in accordance with the Swedish Act on temporary exceptions to facilitate the execution of general meetings in companies and other associations (Sw. lagen (2022:121) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), resolved that the Extraordinary General Meeting shall be held without the physical presence of shareholders, proxies and external parties and that the exercise of voting rights only can be carried out by voting prior to the meeting.

Notice of Attendance

A shareholder who would like to participate in the General Meeting shall:

1. be entered in the register of shareholders maintained by Euroclear Sweden AB by the record date Tuesday 26 July 2022; and
2. notify the company of their attendance by casting their postal vote in accordance with the instructions under the heading “Postal voting” below so that the postal voting form is received by the Company no later than Tuesday 2 August 2022.

Shareholders who have had their shares registered in the name of a nominee must, in addition to registering by postal vote, temporarily register the shares in their own name so that the shareholder is entered in the share register as of Tuesday 26 July 2022. Such registration may be temporary (so-called voting rights registration) and shall be requested from the nominee in accordance with the nominee's procedures at such time in advance as the nominee may determine. Voting rights registrations made on or before Thursday 28 July 2022 will be taken into account in the preparation of the share register.

Postal voting

A special form shall be used for postal voting. The form will be available on the Company’s website, www.irras.com. Conditions and instructions for postal voting are set out in the form. The completed and signed postal voting form should be sent by post to IRRAS AB (publ), Attn: Sten Gustafsson or by e-mail to EGM@irras.com and must be received by the Company no later than Tuesday 2 August 2022. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. If shareholders vote by proxy, a proxy must be attached to the postal voting form. Proxy forms can be found on the Company's website, www.irras.com. If the shareholder is a legal entity, a certificate of registration or other document of authority must also be attached.

Proposed agenda

1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons who shall approve the minutes of the meeting
5. Determination of whether the meeting has been duly convened
6. Resolution on amendment of the Articles of Association
7. Approval of the resolution by the Board of Directors to issue new shares with preferential rights for the shareholders
8. Resolution to implement an incentive scheme (LTIP 2022)
9. Resolution in respect of authorisation for the Board of Directors to resolve to issue shares, warrants and/or convertible bonds
10. Closing of meeting

Proposed resolutions

The Board of Director’s proposal regarding election of one or two persons who shall approve the minutes of the meeting (item 4) will be presented on the Company's website www.irras.com well in advance of the General Meeting, and thereafter included in the postal voting forms that the Company will provide.

Election of Chairman of the meeting (item 1)

The Board of Directors proposes that Jörgen S. Axelsson is elected as Chairman of the Meeting.

Preparation and approval of the voting list (item 2)

For voting list is proposed the voting list prepared by the Company, based on the share register as of 26 July 2022 and the postal votes received, and verified by the certifier.

Resolution on amendment of the Articles of Association (item 6)

The Board of Directors proposes that the General Meeting resolves to amend the Articles of Association in accordance with the following:          

Current wording:	Proposed wording
§ 4 Share Capital The share capital of the company shall amount to not less than SEK 1,800,000 and not more than SEK 7,200,000.	§ 4 Share Capital The share capital of the company shall amount to not less than SEK 15,000,000 and not more than SEK 60,000,000.
§ 5 Number of shares and class of shares The number of shares in the company shall be not less than 60,000,000 and not more than 240,000,000 shares.	§ 5 Number of shares and class of sharesThe number of shares in the company shall be not less than 500,000,000 and not more than 2,000,000,000 shares.

The decision shall be conditional on the Extraordinary General Meeting approving the Board's decision on a new issue of shares with preferential rights for the shareholders in accordance with item 7.

The Board of Directors as well as the CEO shall be authorised to make such minor adjustments to the decision that may prove necessary for registration of the decision with the Swedish Companies Registration Office. For a valid resolution in accordance with this item, it is required that the resolution is supported by shareholders who represent at least two thirds of both the votes cast and the shares represented at the meeting

Approval of the resolution by the Board of Directors to issue new shares with preferential rights for the shareholders (item 7)

The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors’ resolution of 4 July 2022, to increase the Company’s share capital by a maximum amount of SEK 21,459,961.80 through the issue of a maximum number of 715,332,060 ordinary shares, each with a quota value of SEK 0.03. The following terms and conditions shall apply to the rights issue.

1. The shareholders of the Company shall have preferential rights to subscribe for the new shares in relation the number of shares previously held, whereby one existing share entitles to subscribe for nine new ordinary shares. For each share held on the record date, the shareholder receives one subscription right, whereby one subscription right entitles to subscribe for nine new ordinary shares.
2. In case not all shares have been subscribed for by exercise of subscription rights, the Board of Directors shall decide that allotment of shares subscribed for without subscription rights shall take place up to the maximum amount of the issue, whereby the Board of Directors primarily will allot shares to those who also subscribed for shares based on subscription rights, and in the event of over subscription, pro rata to their subscription based on subscription rights. Secondly, the Board of Directors will allot shares to those who subscribed for shares without subscription rights, and if full allotment cannot be made, pro rata to their subscription. To the extent not possible, allotment shall be made through drawing of lots, and finally, subject to such allocation being required in order for the issue to be fully subscribed, to the guarantors of the rights issue.
3. The record date for determining which shareholders shall be entitled to subscribe for new shares on a preferential basis shall be 5 August 2022.
4. The subscription price is SEK 0.3 per share which in the case of full subscription provides issuing proceeds of up to approximately MSEK 215.

5. Subscription for new shares based on subscription rights shall be made through payment in cash during the period from 9 August 2022 until and including 23 August 2022. The Board of Directors shall be entitled to extend the subscription period.
6. Subscription without subscription rights shall be made through notice on special application form during the period from 9 August 2022 until and including 23 August 2022. The Board of Directors shall be entitled to extend the subscription period. Payment for the new shares shall be made at the latest three business days following the date of the dispatch of a contract note to the subscriber, specifying allocation of shares, or such later date as the Board of Directors may decide.  
7. The share premium shall be transferred to the unrestricted premium reserve.
8. The new shares shall entitle to dividends as from the first record date for dividends following registration of the rights issue with the Swedish Companies Registration Office.
9. Trading with subscription rights will take place during the period from 9 August  2022 until and including 18 August 2022. Trading in BTA (Paid Subscribed Shares) will take place from 9 August 2022 until and including 25 August 2022. 

The rights issue is conditional upon that the articles of association are amended in accordance with item 6 above. The Board of Directors, the CEO or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above decisions that may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

In connection with the rights issue, the Company has received subscription commitments from Bacara Holdings Limited and Lexington Holding Assets Ltd. to subscribe for shares corresponding to their respective pro rata share of the rights issue (approximately 27.5 percent) conditional on that their combined ownership after the rights issue does not represent a shareholding of 30 percent or more. Spetses Investments Limited (“Spetses”), an investment vehicle managed by Levant Capital, has undertaken to guarantee approximately 46.6 percent of the rights issue, corresponding to SEK 100 million. A Swedish institutional shareholder has undertaken to subscribe for such number of shares corresponding to their pro rata share of the rights issue up to a total issue proceeds of SEK 180 million and after new shares in the rights issue have been subscribed for with or without subscription rights or by allotment according to Spetses’ guarantee commitment, and provided that their ownership following the rights issue does not exceed their current ownership in the Company. In total, the rights issue is covered by subscription commitments and guarantee commitments corresponding to approximately 77.2 percent of the rights issue, representing an issue proceeds of at least SEK 166 million. No commission is paid in respect of the subscription and guarantee commitments except for compensation to Spetses regarding its costs and expenses.

If the rights issue is not fully subscribed, Spetses may as a result of the guarantee commitment, after the right issue, achieve an ownership corresponding to 30 percent or more of the voting rights in IRRAS. The maximum ownership that Spetses may hold of capital and votes in the company amounts to approximately 52.8 percent. The Swedish Securities Council has granted Spetses an exemption from the obligation to make a mandatory public offer that could arise if Spetses’ guarantee commitment needs to be fulfilled. A condition for the Swedish Securities Council’s decision to grant an exemption from the obligation to make a mandatory public offer is that the shareholders at the General Meeting approve the resolution by the Board of Directors on the right issue with at least two thirds of both votes cast and represented shares at the meeting, disregarding the shares held and represented by Spetses. Spetses does not currently own any shares in IRRAS.

Resolution to implement an incentive scheme (LTIP 2022) (item 8)

The Board of Directors proposes that the Extraordinary General Meeting resolves to introduce a Long-Term Incentive Plan 2022 (LTIP 2022) for a total of no more than 12,100,000 ordinary shares. This proposal is divided into four items:

A    Terms of LTIP 2022.

B    Hedging regarding LTIP 2022 shall be implemented through a direct issue of Class C shares.

C    If item B is not approved, the Board proposes that hedge of LTIP 2022 shall take place via an equity swap agreement with a third party.

D    Other matters related to LTIP 2022.

A Terms of LTIP 2022

A.1 Introduction

The Board proposes that the General Meeting approves LTIP 2022.

A.2 Rationale

The Board wishes to introduce a long-term incentive program to employees in order to provide incentives for employees to exert maximum effort for the success of the Company and any affiliate and provide means by which the employees may benefit from the increase in value of the Company’s share. In addition, the incentive program is introduced to make it easier for the Company to recruit new employees and to retain the Company’s key employees.

A.3 Other share-related incentive programs

Information about IRRAS’s current incentive programs is available in the annual report for the financial year 2021, note 2 and 10, and on the Company’s website, www.irras.com.

A.4 Basic features of LTIP 2022

LTIP 2022 consists of employee stock options to be transferred to employees and consultants within the IRRAS group. The employee stock option entitles the holder to acquire shares in IRRAS in accordance with the following main conditions.

• The employee stock options are granted free of charge.

• The employee stock options can be transferred to participants, current or new employees and consultants, during the period until the end of the next Annual General Meeting.

• The number of employee stock options granted to participants, will be based on fixed performance requirements. Options granted to new employees and to the CEO as part of his new role as CEO will not be subject to performance requirements.

• Each employee stock option granted entitles the holder to acquire one ordinary share in the Company at a strike price corresponding to 110 percent of the average of the volume-weighted share price of the company’s share measured over ten trading days prior to the grant date.

• The employee stock options will be subject to vesting during the term of the option. The options are not conditioned by measurable criteria since the Company is in an early commercialization phase.

• The employee stock options, after being vested in accordance with the above, can be exercised for acquisition of ordinary shares from the third anniversary of the grant date up until the eighth anniversary of the grant date.

• The employee stock options may not be transferred or pledged.
   
• The employee stock options shall only be exercised if the holder is still employed by, or active as a consultant in, the group or within a certain time after the last day of employment or the day on which the consulting assignment is terminated.

• The Board shall design the structure and complete terms of the stock option program based on the guidelines resolved at the General Meeting.

A.5 Participation in LTIP 2022

LTIP 2022 is directed towards a maximum of 90 employees and consultants, divided into five categories of participants:

Category	Maximum number of employee stock options per person
A)  CEO (maximum 1 person)	6,335,000[1]
B)  Executive management (maximum 4 persons)	1,350,000
C)  Managers (maximum 14 persons)	675,000
D)  Key contributor (maximum 56 persons)	315,000
E)  Individual contributor (maximum 15 persons)	135,000

A.6 Allocation

The right to receive employee stock options shall apply to current and future employees and consultants. Allocation will take place after the record date for the rights issue according to point 7 above.

A.7 Implementation and administration etc.

The intention is that the Board shall launch LTIP 2022 as soon as practically possible after the General Meeting. The Board will administer LTIP 2022, but the Board may delegate all or part of the administration of LTIP 2022 to one or more committees or external service providers.

B. Hedge of LTIP 2022 via issuance of Class C shares

B.1 Resolution to authorise the Board to issue redeemable and convertible Class C shares

The Board shall be authorised to resolve on the directed issue of Class C shares on the following terms and conditions:

a) The maximum number of Class C-shares to be issued are 15,100,000.

b) With a deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by one external party after arrangement in advance.

c) The amount to be paid for each new share (the subscription price) shall equal the share’s quota value at the time of subscription.

d) The authorisation may be exercised on one or several occasions until the Annual General Meeting 2023.

e) The new Class C shares shall be subject to Chapter 4, Section 6 of the Swedish Companies Act (conversion restriction) and Chapter 20, Section 31 of the Swedish Companies Act (redemption restriction).

The purpose of the authorisation is to hedge the undertakings of the company according to all of the Company’s outstanding incentive programs, including LTIP 2022. The authorisation pertains to a total of 15,100,000 Class C shares, of which a maximum of 12,100,000 Class C shares can be issued to secure the Company’s commitments pursuant to LTIP 2022.

B.2 Resolution to authorise the Board to decide on repurchase of Class C shares

The Board shall be authorised to decide on the repurchase of Class C shares in the Company on the following terms:

a) Repurchase may be made through an acquisition offer addressed to all owners of Class C shares in the Company.

b) The number of Class C shares that may be repurchased may not exceed 15,100,000 shares.

c) Repurchases shall be made at a cash price per share corresponding to the quota value applicable at the time of repurchase.

d) The Board shall have the right to determine remaining conditions for the repurchase.

e) It shall be possible to repurchase so-called interim shares regarding Class C shares, from Euroclear Sweden AB designated Paid Subscribed Share (BTA).

f) The authorisation may be exercised on one or more occasions until the Annual General Meeting 2023.

The purpose of the authorisation is to secure the Company’s commitments in accordance with all of the Company’s outstanding incentive programs, including LTIP 2022.

B.3 Resolution on transfer of ordinary shares

The General Meeting is proposed to decide on the transfer of ordinary shares to participants in all of the Company’s at each time outstanding incentive programs, including LTIP 2022, on the following terms and conditions.

a) Ordinary shares may be transferred to the participants.

b) The terms for these transfers, the number of shares in each transaction and the time of the transactions shall follow the terms of each outstanding incentive program at each time, including LTIP 2022.

c) The number of ordinary shares that may be transferred within each incentive program may be subject to customary recalculations as a result of cash dividends, bonus issue, split, rights issue and/or similar events.

C. Hedge of LTIP 2022 via an equity swap agreement with a third party

Should the majority required under item B above not be reached, the Board proposes that the Extraordinary General Meeting resolves that the expected financial exposure of LTIP 2022 shall be hedged by the Company being able to enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own right shall be entitled to acquire and transfer ordinary shares covered by the LTIP 2022.

D. Other matters in relation to LTIP 2022

D.1 Costs

Costs related to employee stock options will be accounted for in accordance with IFRS 2 which stipulates that the employee stock options should be recorded as personnel expense in the income statement during the vesting period. A preliminary calculation, using a volatility of 37 percent, indicates an option value of approximately SEK 0.097 per employee stock option. Under the assumption of a share price of SEK 0.41 at the start of the program, a share price at the end of the three year period of SEK 0.82 (corresponding to a total share price increase of 100 percent during the vesting period), the total cost for the employee stock options amount to MSEK 1.7 which corresponds to an annual cost of about MSEK 0.6 before tax, provided that earnings take place over a 3-year period.

D.2 Effect on important key ratios

The annual costs for LTIP 2022 are calculated to amount to approximately 2.5 percent of IRRAS’s revenues for the financial year 2021 and approximately 0.7 percent of IRRAS’s salary costs for the financial year 2021.

D.3 Dilution of existing shares and votes

The number of ordinary shares outstanding in the company is 79,481,340. The proposal is conditional on the General Meeting resolving on a rights issue in accordance with item 7 above. LTIP 2022 implies, upon exercise of all 12,100,000 of employee stock options, a full dilution corresponding to approximately 1.5 percent of the total number of shares and votes outstanding in the Company after the new issue of shares provided that the new issue of shares is fully subscribed. The number of outstanding ordinary shares after a fully subscribed new issue of shares is 794,813,400.

D.4 Adjustment authorisation

The Board, or a person appointed by the Board, shall be authorised to make any minor adjustments to the above resolutions that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB respectively.

D.5 Preparation of the proposal

The basis for LTIP 2022 has been prepared by the Board of the Company. The work has been supported by external advisors and has been made in consultation with shareholders. The Board has thereafter decided to present this proposal for the General Meeting. Except for the staff that have prepared the matter upon instruction from the Board, no employee that may be a participant of LTIP 2022 has participated in the preparations of the program’s terms.

D.6 Majority requirements

The resolution according to this item 8 is conditional on the General Meeting resolving on a rights issue in accordance with item 7 above. Further, the resolution by the General Meeting regarding the implementation of LTIP 2022 according to item A above shall be conditional on the General Meeting resolving either in accordance with the Board’s proposal under item B above or in accordance with the Board’s proposal under item C above.

The resolution according to item A above shall require a majority of more than half of the votes cast at the General Meeting. A valid resolution under item B above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the General Meeting approve the resolution. A valid resolution under item C above shall require a majority of more than half of the votes cast at the General Meeting.

Resolution in respect of authorisation for the Board of Directors to resolve to issue shares, warrants and/or convertible bonds (item 9)

The Board of Directors proposes that the Extraordinary General Meeting authorises the Board of Directors to, on one or several occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, resolve on share issues, issues of warrants and/or issues of convertible bonds that involve the issue of or conversion to a maximum of shares, corresponding to 20 percent of the share capital and the voting rights, based on the number of shares in the Company at the time of the Extraordinary General Meeting with the addition of the shares added in the rights issue in accordance with item 7 above.

The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights, if any, is to enable the Company to carry out issues in a time-efficient way to finance acquisitions or investments in new or existing businesses. The issuance of shares, warrants and/or convertible bonds under the authorisation shall, in case of deviation from the shareholders’ preferential rights, be made at a subscription price according to the prevailing market conditions at the time of the issuance of the shares, warrants and/or convertible bonds. Payment for subscribed shares, warrants and/or convertible bonds shall be made in cash, in kind or by way of set-off.

A valid resolution by the General Meeting pursuant to the proposal above requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the General Meeting.

Shareholders right to submit questions

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it may be done without significantly harming the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing to the Company via mail to IRRAS AB (publ), Attn: Sten Gustafsson, Box 160, 101 23 Stockholm or by e-mail to EGM@irras.com, no later than 24 July 2022. The information shall be available on the Company’s website www.irras.com and on the Company’s head office as stated above no later than 29 July 2022.

Other

As of 4 July 2022, there are a total of 79 481 340 ordinary shares and votes in the Company. There are no class C shares issued. The Company does not hold any of its own shares. For information about how your personal data will be processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Meeting documents

Proxy forms and other documents required by the Companies Act will be available at the Company's office at the above address and will be sent free of charge to any shareholder who requests them and provides his/her postal address. The documents are also available on the Company's website www.irras.com.

_____

Stockholm, July 2022

Board of Directors

For more information, please contact:

USA
Will Martin
President and CEO
ir@irras.com

Europe

Sten Gustafsson
Director, Investor Relations
sten.gustafsson@irras.com
+46 102 11 5172

The information was released for public disclosure, through the agency of the contact person above, on July 4, 2022, at 19:00 (CET).

 NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING OF IRRAS AB (PUBL)

Stockholm, (July 4, 2022) – IRRAS AB (publ) (“IRRAS” or the “Company”), (Nasdaq Stockholm: IRRAS), hereby announces that the Board of Directors has resolved on a new issue of shares corresponding to up to SEK 215 million with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Rights Issue is subject to approval by an extraordinary general meeting, to be held on August 3, 2022 (the “EGM”). The notice to the EGM will be announced through a separate press release.

Summary

• The purpose of the Rights Issue is to ensure a successful implementation of the Company’s growth strategy, including financing of its ongoing operations and the continued commercialization of its product portfolio.
• For each existing share held on the record date, one (1) subscription right is received. The subscription right entitles the holder to subscribe for new shares with preferential right, whereby one (1) subscription right gives the right to subscribe for nine (9) new shares, i.e. a subscription ratio of 9:1.
• The subscription price has been set to SEK 0.3 per share which, assuming that the Rights Issue is fully subscribed, amounts to issue proceeds of approximately SEK 215 million before the deduction of transaction costs.
• The Rights Issue comprises a maximum of 715,332,060 shares.
• Bacara Holdings Ltd and Lexington Holding Assets Ltd have undertaken to subscribe for shares representing up to their pro rata share of the Rights Issue (approximately 27.5 percent) conditional on that their combined ownership after the Rights Issue does not represent a shareholding of 30 percent or more. A Swedish institutional shareholder has undertaken to subscribe for shares representing up to their pro rata share of the Rights Issue, provided that the Rights Issue is not subscribed for up to SEK 180 million through subscriptions with or without subscription rights or through allocation under the guarantee undertaking described below, and that their ownership after the Rights Issue does not surpass their current shareholding.
• Spetses Investments Limited, an investment vehicle managed by Levant Capital (in which Marios Fotiadis is a director of the board[1]), has undertaken to guarantee approximately 46.6 percent of the Rights Issue, corresponding to SEK 100 million. No renumeration will be paid for the guarantee undertaking other than reimbursement for Levant Capital’s costs and expenses.
• The Rights Issue is covered to approximately 77 percent on beforehand through above subscription and guarantee commitments, representing an issue proceeds of at least SEK 166 million.
• The Board of Directors’ resolution on the Rights Issue is subject to approval by the EGM, to be held on August 3, 2022.
• Existing shareholders, representing 36.7 percent of the total shares and votes in the Company, have undertaken to, or indicated an intention to, vote in favor of the approval of the Rights Issue at the EGM.
• The subscription period will run from and including August 9, 2022 until and including August, 23, 2022.
• The record date for participation in the Rights Issue with preferential rights is August 5, 2022. Last day of trading in the Company’s shares including right to receive subscription rights in the Rights Issue is August 3, 2022 and the first day of trading in the Company’s shares without right to receive subscription rights in the Rights Issue is August 4, 2022.
• Trading in subscription rights will take place on the Nasdaq Stockholm during the period from and including August 9, 2022 until and including August 18, 2022.

Background and intention

IRRAS is a medical technology company that focuses on the delivery of innovative solutions for brain damage and intracranial haemorrhage. IRRAS designs, develops and commercializes products that improve the outcome for patients and reduce the total cost of care by addressing complications associated with current treatment methods in neurointensive care. IRRAS markets and sells its products globally to hospitals, through its own sales force in the US and in selected markets in Europe, as well as through a network of distributors in other markets. In the pursuit of these goals, IRRAS intends to become a dominant player in neurointensive care.

IRRAS' product portfolio includes the Company's original product IRRAflow and the product line Hummingbird ICP Monitoring. IRRAflow, which is a system for ventricular drainage and infusion, is FDA-approved and CE-marked for monitoring intracranial pressure as well as drainage of collected blood and excess cerebrospinal fluid. The Hummingbird product line includes eight FDA-approved products that help physicians diagnose and manage intracranial pressure in patients with traumatic brain injury, subarachnoid hemorrhage, and/or stroke. As IRRAflow is the only product on the market that has a flushing drainage, the combination of IRRAflow and Hummingbird creates a unique product portfolio and together with strong patent protection, IRRAS has, in the Company's assessment, good prospects of establishing itself as a leading player in the market.

As such, the Board has decided to carry out a Rights Issue to ensure a successful development in accordance with the Company's business plan and strategy. The purpose of the Rights Issue is to finance the Company's ongoing operations and its continued commercialization of its product portfolio.

Terms of the Rights Issue

Those who are registered shareholders in IRRAS on the record date, will receive one (1) subscription right for one (1) existing share. The subscription right grants the holder preferential right to subscribe for new shares, whereby one (1) subscription right entitles the shareholder to subscribe for nine (9) new shares. In addition, investors are offered the possibility to subscribe for shares without subscription rights.

In case not all shares have been subscribed for, the Board of Directors shall decide that allotment of shares subscribed for without subscription rights shall take place up to the maximum amount of the issue, whereby the board of directors primarily will allot shares to those who also subscribed for shares based on subscription rights, and in the event of over subscription, pro rata to their subscription based on subscription rights. Secondly, the board of directors will allot shares to those who subscribed for shares without subscription rights, and if full allotment cannot be made, pro rata to their subscription. To the extent not possible, allotment shall be made through drawing of lots, and finally, subject to such allocation being required in order for the issue to be fully subscribed, to the guarantors of the issue.

The subscription price is SEK 0.3 per new share. Assuming that the Rights Issue is fully subscribed, the share capital will be increased by a maximum of approximately SEK 21,459,961.80 from SEK 2,384,440.20 to SEK 23,844,402.00, by new issue of a maximum of 715,332,060 new shares, resulting in the total number of shares increasing from 79,481,340 shares to 794,813,400 shares. Assuming full subscription, IRRAS will receive total proceeds of approximately SEK 215 million, before deduction of transaction costs.

Shareholders who choose not to participate in the Rights Issue will, assuming that the Rights Issue is fully subscribed, have their shareholdings diluted by approximately 90 percent, but are able to financially compensate for this dilution by selling their subscription rights.

Undertakings and expected timeline of the Rights Issue

Bacara Holdings Ltd and Lexington Holding Assets Ltd have undertaken to subscribe for shares representing up to their pro-rata share of the Rights Issue (approximately 27.5 percent) conditional on that their combined ownership after the Rights Issue does not represent a shareholding of 30 percent or more. A Swedish institutional shareholder has undertaken to subscribe for shares representing up to their pro-rata share of the Rights Issue, provided that the Rights Issue is not subscribed for up to SEK 180 million through subscriptions with or without subscription rights or through allocation under the guarantee undertaking, and that their ownership after the Rights Issue does not surpass their current shareholding. Spetses Investments Limited, an investment vehicle managed by Levant Capital (in which Marios Fotiadis is a director of the board[2]), has undertaken to guarantee approximately 46.6 percent of the Rights Issue, corresponding to SEK 100 million. No commission will be paid for the guarantee undertaking other than reimbursement for Levant Capital’s costs and expenses.

The Board of Directors’ resolution on the Rights Issue is subject to approval by the EGM, to be held on August 3, 2022. Existing shareholders, representing approximately 36.7 percent of the total shares and votes in the Company, have undertaken, or indicated an intention to, vote in favor of the Rights Issue at the EGM.

In connection with the Rights Issue, the Company will undertake, subject to customary exceptions, not to issue additional shares for a period of 180 days after the outcome of the Rights Issue has been announced. During the same period, shareholding members of the Board of Directors and management of the Company will undertake, subject to customary exceptions, not to sell shares in the Company.

Preliminary timetable for the Rights Issue

August 3, 2022                                           Last day for trading including the right to receive subscription rights

August 4, 2022                                           First day of trading without the right to receive subscription rights

August 5, 2022                                           Publication of Prospectus

August 5, 2022                                           Record date for participation in the Rights Issue with preferential rights, that is, shareholders who are registered in the share register kept by Euroclear Sweden AB as of this day will receive subscription rights that entitle to participation in the Rights Issue with preferential rights

August 9, 2022 – August 18, 2022      Trading in subscription rights

August 9, 2022 – August 23, 2022      Subscription period

August 25, 2022                                         Announcement of the outcome of the Rights Issue

Advisors

Carnegie Investment Bank AB (publ) acts as Sole Global Coordinator and Joint Bookrunner in connection with the Rights Issue. Vator Securities acts as Joint Bookrunner in connection with the Rights Issue. Setterwalls Advokatbyrå AB acts as legal adviser to IRRAS in connection with the Rights Issue.

For more information, please contact:
USA
Will Martin
President and CEO
ir@irras.com

Europe
Sten Gustafsson
Director, Investor Relations
sten.gustafsson@irras.com
+46 102 11 5172

This document is considered information that IRRAS is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact person above, on July 4, 2022, at 17:40 (CEST).

About IRRAS
IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States and select European countries as well as an international network of distribution partners.

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in Munich, Germany, and San Diego, California, USA. For more information, please visit www.irras.com.

IRRAS is listed on Nasdaq Stockholm (ticker: IRRAS).

Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction where such offer would be considered illegal. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. In a member state within the European Economic Area ("EEA"), shares referred to in the press release may only be offered in accordance with applicable exemptions under the Prospectus Regulation.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Canada, Japan, South Africa or Australia, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

A prospectus regarding the Rights Issue described in this release will be published by the Company on or about August 5, 2022. This release is however not a prospectus in accordance to the definition in the Prospectus Regulation. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement. Complete information regarding the Rights Issue can only be obtained through the Prospectus. IRRAS has not authorized any offer to the public of shares or rights in any other member state of the EEA. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Rights Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by the Joint Bookrunners. The Joint Bookrunners are acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in IRRAS have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in IRRAS may decline and investors could lose all or part of their investment; the shares in IRRAS offer no guaranteed income and no capital protection; and an investment in the shares in IRRAS is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in IRRAS.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in IRRAS and determining appropriate distribution channels.

Stockholm, Sweden (July 4, 2022) – IRRAS, a commercial-stage medical technology company with a comprehensive portfolio of innovative products for neurocritical care, today announced that its Board of Directors has approved new financial targets for the company. These updated financial projections are:

• Revenue is expected to exceed SEK 350 million by 2025

IRRAS reported revenues of SEK 22.4 million in 2021 and has posted revenue growth for 7 consecutive quarters since the 2^nd quarter of 2020.  The company projects that 2022 revenue will exceed SEK 35 million and will continue to increase in future quarters with revenue in excess of SEK 350 million projected in 2025.

• Gross margin is expected to exceed 60% by 2025

IRRAS posted positive gross margins during the first quarter of 2022 due to the impact of in-house manufacturing, revenue growth, and the company’s cost containment efforts.  IRRAS projects that positive gross margins of 30% or higher will be sustained throughout 2022.  Beyond this year, higher sales volumes, additional manufacturing cost reductions, and the extension of the shelf life of the company’s disposable products from 12 months to 36 months will enable gross margins to exceed 60% in 2025.

• Cash flow break-even is expected by 2025

In order to achieve these updated financial targets, IRRAS management will continue to evaluate the company’s commercial strategy and cost position. 

Currently, IRRAS employs direct sales representatives in the United States, Germany, and the Nordic region and utilizes a network of distribution partners in other markets.  However, moving forward, the company is discussing a commercial partnership agreement with established medical device companies that currently have a larger direct neurosurgery and neurocritical care sales forces in place.  Since the beginning of the COVID-19 pandemic, the size of IRRAS’ global sales force has remained consistent, and such a commercial partnership could expand market awareness of the company’s products while also reducing the required expense to grow its direct sales team.  The financial targets listed above reflect IRRAS’ projections with its current commercial strategy.  Should this current strategy shift to include a commercial partnership, these financial targets will then be adjusted to reflect the impact of the strategy changes.

In addition to exploring possible commercial partnerships, IRRAS management will also continue its efforts to stabilize operating costs, reduce cash burn, and accelerate the path to profitability. Efforts continue to streamline certain functions within the organization, decrease the company’s real estate footprint, and assess future headcount requirements.  

About IRRAS

IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States and select European countries as well as an international network of distribution partners.

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in Munich, Germany, and San Diego, California, USA. For more information, please visit www.irras.com.

IRRAS is listed on Nasdaq Stockholm (ticker: IRRAS).

For more information, please contact:

Sten Gustafsson
Director, Investor Relations
sten.gustafsson@irras.com
+46 102 11 5172

This document is considered information that IRRAS is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact person above, on July 4, 2022, at 17:35 (CET).

 IRRAS Presents Business Update and New Financial Targets

The Annual General Meeting in IRRAS AB (publ) has been held on 24 May 2022 and in particular the following decisions were resolved.

The Annual General Meeting resolved to adopt the balance sheet, income statement, consolidated income statement and consolidated balance sheet for 2021. Furthermore, it was resolved that no dividend will be distributed and disposable profits as of 31 December 2021 are carried forward.

The Annual General Meeting also resolved to discharge the board members and the CEO from liability for 2021.

The Annual General Meeting approved the nominating committee’s proposal that the board shall consist of five board members. The Annual General Meeting resolved that the total board remuneration shall amount to SEK 2,116,000 of which SEK 540,000 shall be paid to the Chairman of the Board of Directors and SEK 265,000 shall be paid to each of the other board members elected by the General Meeting and who are not employees of the group. Board members who are residents in the United States shall be paid an additional amount of SEK 106,000. For work in the Audit Committee, the remuneration to the Chairman of the Committee amounts to SEK 130,000 and SEK 65,000 to the other member of the Committee. For work in the Remuneration Committee, the remuneration to the Chairman of the Committee amounts to SEK 100,000 and SEK 50,000 to the other member of the Committee. No extra compensation will be paid for participating in other committees. The Annual General Meeting also resolved that the remuneration to the auditor, as previous, shall be paid in accordance with approved invoices.

The Annual General Meeting resolved that the board until the end of the next Annual General Meeting will consist of the members Kleanthis G. Xanthopoulos, Marios Fotiadis, Anita Tollstadius, Eva Nilsagård and Catherine Gilmore-Lawless. Marios Fotiadis was elected chairman of the board. KPMG AB was re-elected as the company’s auditor, with Stefan Lundberg as auditor in charge, until the end of the Annual General Meeting of 2023.

The Annual General Meeting approved the board’s report on remunerations.

Complete proposals regarding the Annual General Meeting’s decisions are available on IRRAS AB’s website, www.irras.com.

About IRRAS

IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States and select European countries as well as an international network of distribution partners.  

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in Munich, Germany, and San Diego, California, USA. For more information, please visit www.irras.com. 

IRRAS AB (publ) is listed on Nasdaq Stockholm (ticker: IRRAS).

For more information, please contact:

USA
Will Martin
President and CEO
ir@irras.com

Europe

Sten Gustafsson
Director, Investor Relations
sten.gustafsson@irras.com
+46 102 11 5172

The information was released for public disclosure, through the agency of the contact person above, on May 24, 2022, at 12:15 (CET).

 Bulletin from the Annual General Meeting in IRRAS AB (publ) on 24 May 2022

Stockholm, Sweden (May 19, 2022) – IRRAS, a commercial-stage medical technology company with a comprehensive portfolio of innovative products for neurocritical care, today announced a short-term financing agreement with Bacara Holdings, its largest shareholder, which is led by the company’s Chairman of the Board of Directors, Marios Fotiadis.  This bridge loan agreement provides IRRAS up to MSEK 30 in funding to cover its working capital needs until the completion of the company’s ongoing financing process, which is intended to secure sufficient funds to support growth for at least 18 months.  The short-term loan is a secured credit facility with an interest rate of 6.0% on an annual basis.

About IRRAS

IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States and select European countries as well as an international network of distribution partners.

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in Munich, Germany, and San Diego, California, USA. For more information, please visit www.irras.com.

IRRAS is listed on Nasdaq Stockholm (ticker: IRRAS).

For more information, please contact:

Sten Gustafsson
Director, Investor Relations
sten.gustafsson@irras.com
+46 102 11 5172

The information was released for public disclosure, through the agency of the contact person above, on May 19, 2022, at 8:30 (CET).

 IRRAS Secures Short-term Financing Agreement of MSEK 30.

IRRAS´ 2021 annual report has today been published on the company´s website.

The report is available on the Investor Relations page of the IRRAS company website at https://investors.irras.com/en/reports-presentations.

The financial year covers the period from 1 January to 31 December 2021.

About IRRAS

IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States and select European countries as well as an international network of distribution partners. 

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in Munich, Germany, and San Diego, California, USA. For more information, please visit www.irras.com.

IRRAS AB (publ) is listed on Nasdaq Stockholm (ticker: IRRAS).

For more information, please contact:

USA
Will Martin
CEO
ir@irras.com 

Europe
Sten Gustafsson
Director, Investor Relations
sten.gustafsson@irras.com

+46 (0) 10 211 51 72
 

The information was released for public disclosure, through the agency of the contact persons above, on April 29, 2022 at 15:00 p.m. (CET).

 IRRAS AB Annual Report 2021

Commercial Activity Normalizes, Resulting in Seventh Consecutive Quarter of Revenue Growth

” After two challenging years of pandemic-related challenges, the 1st quarter of 2022 confirmed what is possible for IRRAS moving forward.”

” Q1 2022 confirmed our organization’s clear progress, and we look forward to what lies ahead during the rest of this year. During the second quarter, our focus shifts toward completing a needed fundraising, and the process is underway to secure financing that will allow our team to build upon our recent progress for 18 months or more.”

Will Martin, CEO of IRRAS

First quarter, January – March 2021

• Net revenue amounted to SEK 8.6 million (4.0).
• Operating loss (EBIT) amounted to SEK -33.7 million (-39.3).
• Loss after tax amounted to SEK -33.3 million (-38.8).
• Earnings per share before and after dilution amounted to SEK -0.46 (-0.59).
   

Important events during the quarter

Largest dataset with IRRAflow system to date is presented at neurosurgical conference and documents improved outcomes

• West Virginia University Hospital (WVUH) presented data from 45 IRRAflow patients with a 0% catheter occlusion rate, decreased vasospasm, and reduced shunt placement.

Next-generation IRRAflow system launched in the United States

• The first global patient treatments with the next-generation IRRAflow control unit occurred at WVUH. 

Regulatory clearance for IRRAflow received in Australia

• The Australian Therapeutic Goods Administration (TGA) granted regulatory clearance for the IRRAflow control unit and tube set, allowing commercial shipments to Australia.

First patients enrolled in ACTIVE clinical study

• Aarhus University Hospital enrolled the first patients in the ACTIVE clinical study to compare outcomes of IRRAflow versus traditional drainage across 120 patients.

Additional patent issued for IRRAflow system in the U.S.

• A third patent was issued in the US that provides coverage of IRRAflow’s ability to administer therapeutic drugs.

Process to secure long-term financing ongoing

• Financial advisors have been retained to evaluate a potential financing of IRRAS. The target is for the financing to provide the company with sufficient funds to support 18 months or more of growth.

The report is available on the company’s website:  https://investors.irras.com/en/reports-presentations.

Q1 Report 2022 – conference call and audiocast
IRRAS will host a conference call and an online presentation of its Q1 2022 interim report on April 27 at 16.30 CET. The presentation will be held in English.

The dial-in numbers for the conference call are:
Sweden: +46 8 50 55 83 73
UK: +44 33 33 00 92 61
US: +1 631 913 1422
PIN: 33 44 24 60

The presentation will be webcast and can be accessed from the following web address:

https://tv.streamfabriken.com/irras-q1-2022

About IRRAS

IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States and select European countries as well as an international network of distribution partners.  

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in Munich, Germany, and San Diego, California, USA. For more information, please visit www.irras.com. 

IRRAS AB (publ) is listed on Nasdaq Stockholm (ticker: IRRAS).

For more information, please contact:

USA
Will Martin
President and CEO
ir@irras.com

Europe
Sten Gustafsson
Director, Investor Relations
sten.gustafsson@irras.com
+46 102 11 5172

This document is considered information that IRRAS is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact person above, on April 27, 2022, at 8:00 a.m. (CET).

 IRRAS AB (publ) Interim report for January to March 2022

The shareholders of IRRAS AB (publ), org.nr 556872-7134 (”the Company”), are hereby invited to the Annual General Meeting to be held on Tuesday 24 May 2022. The Board of Directors has, in accordance with the Swedish Act on temporary exceptions to facilitate the execution of general meetings in companies and other associations (Sw. lagen (2022:121) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), resolved that the Annual General Meeting should be conducted without the psysical presence of shareholders, representatives or third parties and that the shareholders before the Annual General Meeting should be able to exercise their voting right only by absentee ballot.

Notice of Attendance

A shareholder who would like to participate in the Annual General Meeting shall:

1. be entered in the register of shareholders maintained by Euroclear Sweden AB by the record date Monday 16 May 2022; and
2. announce their intention to attend the Annual General Meeting, by having submitted an absentee ballot in accordance with the instructions under the heading ”Absentee Ballot” below such that the Company has received the advance vote no later than Monday 23 May 2022.

In order to be entitled to participate in the Annual General Meeting, a shareholder who has registered their shares in the name of a nominee, in addition to announcing their intention to participate by submit its absentee ballot, must temporarily request that their shares be registered in their own name so the shareholder is entered into the register of shareholders by 16 May 2022. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in advace as determined by the nominee. Voting right registrations made no later than the 18 May 2022, will be considered when preparing the shareholder register.

Absentee Ballot

Shareholders may exercise their voting right at the Annual General Meeting only by voting in advance, a so-called absentee ballot pursuant to section 22 of the Temporary Exemptions to Facilitate the Execution of Annual General Meeting in Companies and Associations Act (2022:121).

A special form must be used for the absentee ballot. This is available on the Company’s website www.irras.com. Terms and conditions for the absentee ballot are included in the form. The completed and signed form for the absentee ballot must be sent by mail to IRRAS AB (publ), Attn: Sten Gustafsson, P.O Box 160, 101 23 Stockholm or by e-mail to AGM@irras.com no later than 23 May 2022. The Shareholder may not add special instructions or conditions to the absentee ballot. If this occurs the vote (i.e. the absentee ballot in its entirety) will be invalid. If the shareholder submits an absentee ballot via proxy, the power of attorney must be attached to the form. The proxy form is available on the Company’s website, www.irras.com. If the shareholder is a legal person, the certificate of registration or other authorization document must be attached to the form.

Matters to be dealt with at the Meeting and proposed agenda

1. Election of Chairman of the Meeting
2. Election of one person or two persons to certify the minutes
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Establishment of whether the Meeting has been duly convened
6. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Financial Statement and the Group Auditor’s Report
7. Resolution regarding adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet
8. Resolution regarding appropriation of the Company’s profit according to the adopted balance sheet
9. Resolution regarding discharge from liability for the members of the Board of Directors and the Managing Director
10. Determination of the number of board members and auditors
11. Determination of fees for the Board of Directors and the Auditors
12. Election of board members and chairman of the board
13. Election of Auditor
14. Resolution on approval of remuneration report
15. Closing of the Meeting

Proposals

Proposals by the Nomination Committee

The Nomination Committee’s proposal regarding election of Chairman of the Meeting (item 1), determination of number of board members and auditors (item 10), determination of fees for board members and auditors (item 11) election of board members and Chairman of the Board of Directors (item 12) and election of auditor (item 13) will be presented on the Company's website www.irras.com well in advance of the Meeting, and thereafter included in the postal voting forms that the Company will provide.

Proposals by the Board of Directors

Election of one or two persons to verify the minutes of the General Meeting together with the Chairman (item 2)

The Board of Directors proposes that Carl-Mikael Lindholm, or in the event he is unable to participate, the individual appointed by the Board of Directors, be elected to verify the minutes. The role of the certifier also includes checking the voting list and ensuring that all postal votes received are correctly recorded in the minutes of the Meeting.

Preparation and approval of the voting list (item 3)

It is suggested that the voting list be used as prepared by the Company based on the register as of 16 May 2022, presented to the General Meeting and the received postal votes and controlled by the persons verifying the minutes.

Dividend (item 8)

The Board of Directors proposes that the Annual General Meeting shall resolve not to distribute any dividends for the financial year 2021.

Resolution on approval of remuneration report (item 14)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board's report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act (2005:551).

The shareholders’ right to submit questions

The Board of Directors and the CEO shall, if any shareholder so requests and the board believes that it may be done without significantly harming the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing to the Company via mail to IRRAS AB (publ), Attn: Sten Gustafsson, Box 160, 101 23 Stockholm or by e-mail to AGM@irras.com, no later than 14 May 2022. The information shall be available on the Company’s website www.irras.com and on the Company’s head office as stated above no later than 19 May 2022.

Other information

As per 25 April 2022 the total number of shares and votes in the Company amounts to 79,481,340. The Company holds no shares in the Company. For information about how your personal data will be processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Documents

The proxy form and other documents in accordance with the Swedish Companies Act will be available at the Company’s office at the address set out above and will be sent free of charge to shareholders who so request and provide their postal address or e-mail address. The documents will also be available at the Company’s website, www.irras.com.

_____

Stockholm in April 2022

The Board of Directors

For more information, please contact:
Sten Gustafsson
Director, Investor Relations
sten.gustafsson@irras.com
+46 102 11 5172

The information was released for public disclosure, through the agency of the contact person above, on April 25, 2022, at 8:30 (CET).

 NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF IRRAS AB (PUBL)

Stockholm, Sweden (April 25, 2022) – IRRAS, a commercial-stage medical technology company with a comprehensive portfolio of innovative products for neurocritical care, today announced that the publication of the company’s interim report for the period from January to March 2022 (“Q1 2022 Interim Report”) will be published on Wednesday, 27 April 2022.

Financial calendar for 2022

Report	Previously Announced Date	New Date
Q1 2022 interim report	10 May 2022	27 April 2022
Q2 2022 interim report	22 July 2022	Unchanged
Q3 2022 interim report	10 November 2022	Unchanged

About IRRAS

IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States and select European countries as well as an international network of distribution partners.

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in Munich, Germany, and San Diego, California, USA. For more information, please visit www.irras.com.

IRRAS is listed on Nasdaq Stockholm (ticker: IRRAS).

For more information, please contact:
Sten Gustafsson
Director, Investor Relations
sten.gustafsson@irras.com
+46 102 11 5172

The information was released for public disclosure, through the agency of the contact person above, on April 25, 2022, at 8:30 (CET).

Stockholm, March 11, 2022 – IRRAS, a commercial-stage medical technology company with a comprehensive portfolio of innovative products for neurocritical care, today announced that it received the initial regulatory approvals for its flagship product, IRRAflow, from the Australian Department of Health and Therapeutic Goods Administration (TGA) for commercial distribution in Australia.  As a result of this approval, IRRAS is now listed on the Australian Register of Therapeutic Goods (ARTG), allowing the company to expand its global commercialization and begin to market IRRAflow to Australian customers.

TGA clearance has been received for both the class II IRRAflow control unit and digital pump and tube set, while clearance for the class III IRRAflow dual-lumen catheter is expected in the near future.  The successful TGA certification process is the culmination of in-depth assessment of the quality and safety of IRRAS products, which began with last year’s Medical Device Single Audit Program (MDSAP) certification.

In 2018, an estimated 387,000 Australian residents had suffered a stroke at some time in their lives, according to the Australian Bureau of Statistics 2018 Survey of Disability, Ageing, and Carers.  Stroke also accounted for 5.3% of all deaths in Australia during the same survey.

“As the world’s population continues to age, there is an increased risk of stroke,” said Will Martin, President and Chief Executive Officer of IRRAS. “The recent regulatory approval of IRRAflow in Australia is a clear sign that our global regulatory strategy is progressing as planned.  We are thrilled to offer IRRAflow’s cutting-edge technology to neurosurgeons in Australia, so they can provide advanced treatment options for their patients suffering from intracranial bleeding.”

“With this new regulatory clearance, IRRAS will now be able to offer Australian caregivers the most innovative solution for intracranial bleeding,” said Coenraad Tamse, MD, VP of International Sales of IRRAS. “We will now continue the commercial momentum that we’ve seen in both the United States and Europe by building relationships with key Australian surgeons in the near future.”

About the Australian Register of Therapeutic Goods (ARTG)
The Australian Register of Therapeutic Goods (ARTG) is the central point of control for the legal supply of therapeutic goods in Australia. The ARTG is a database of information about therapeutic goods for human use approved for supply in, or exported from, Australia. It is the reference database of the Therapeutic Goods Administration (TGA).

About IRRAS

IRRAS is a global medical care company focused on delivering innovative medical solutions to improve the lives of critically ill patients. IRRAS designs, develops, and commercializes neurocritical care products that transform patient outcomes and decrease the overall cost of care by addressing complications associated with current treatment methodologies. IRRAS markets and sells its comprehensive, innovative IRRAflow and Hummingbird ICP Monitoring product lines to hospitals worldwide through its direct sales organization in the United States and select European countries as well as an international network of distribution partners.

IRRAS maintains its headquarters in Stockholm, Sweden, with corporate offices in Munich, Germany, and San Diego, California, USA. For more information, please visit www.irras.com.

IRRAS is listed on Nasdaq Stockholm (ticker: IRRAS).

For more information, please contact:

Sten Gustafsson
Director, Investor Relations
sten.gustafsson@irras.com
+46 102 11 5172

The information was released for public disclosure, through the agency of the contact person above, on March 11, 2022, at 8:30 (CET).