The shareholders in IRRAS AB (publ), reg. no. 556872-7134 (the “Company”), are hereby given notice to attend the extraordinary general meeting held on Monday, 1 October 2018 at 10:00 a.m. (CEST) at the premises of Setterwalls Advokatbyrå with address Sturegatan 10 in Stockholm, Sweden. Registration for the meeting commences at 9:30 a.m. (CEST).
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Tuesday 25 September 2018; and
(ii) notify the Company of their attendance and any assistant no later than Tuesday 25 September 2018. Notification can be made via letter to Setterwalls Advokatbyrå AB, Attn: Linnea Björkstrand, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to linnea.bjorkstrand@setterwalls.se.
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of 25 September 2018, at which time the register entry must have been made.
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are kept available as is stated under “Documents” below. The power of attorney shall also be presented in original at the meeting.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Determination of the number of members of the board of directors, election of new board member and determination of the fees payable to the new board member; and
- Closing of the meeting.
The nomination committee’s resolution proposals
The nomination committee is composed of the chairman of the nomination committee Christer Hellström (appointed by Serendipity Group AB and Serendipity Ixora AB) and the committee members Anders P. Wiklund (chairman of the board of directors in the Company), Christos Panotopoulos (appointed by F.EX Endotherapy Limited) and Marios Fotiadis (appointed by Lexington Holding Assets Limited (BVI) and Bacara Holdings Limited). The nomination committee has presented the following resolution proposals in relation to items 1 and 6 on the proposed agenda.
Item 1. Election of chairman
The chairman of the board of directors, Anders P. Wiklund, is proposed as chairman of the extraordinary general meeting.
Item 6. Determination of the number of members of the board of directors, election of new board member and determination of the fees payable to the new board member
The board of directors currently consists of the following five (5) ordinary members: Anders P. Wiklund (chairman), Anita Tollstadius, Kleanthis G. Xanthopoulos (Ph.D.), Marios Fotiadis and Saeid Esmaeilzadeh (Ph.D.). The board of directors has no deputy members. It is proposed that the board of directors shall consist of six (6) ordinary members without deputy members until the end of the next annual general meeting.
Eva Nilsagård is proposed to be elected as new board member for the period until the end of the next annual general meeting, in addition to the board members elected at the annual general meeting of 2018.
It is proposed that the fees payable to Eva Nilsagård for the period until the end of the next annual general meeting shall amount to SEK 133,333 for ordinary board work (corresponding to an annual fee of SEK 200,000) and SEK 66,666 for work as chairman of the Company’s audit committee (corresponding to an annual fee of 100,000).
Information regarding the proposed board member’s principal education and work experience, work performed for the Company and any other significant professional commitments etc. as well as the nomination committee’s motivated statement pursuant to what is stated in item 4.1 of the Swedish Corporate Governance Code, with regards to the composition of the board of directors, is kept available as is stated under “Documentation” below.
Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the managing director are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the Company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda. Such duty to provide information also comprises the Company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
Number of shares and votes in the Company
The total number of shares and votes in the Company as of 12 September 2018 amounts to 24,017,974. The Company does not hold any of its own shares.
Documentation
Power of attorney forms and other documents to be addressed at the extraordinary general meeting are kept available at the Company’s offices with address Vasagatan 16 in Stockholm, Sweden and will be sent free of charge to shareholders who so request and state their postal address. The documents are also kept available on the Company’s website www.irras.com. All the abovementioned documents will also be presented at the extraordinary general meeting.
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Stockholm, September 2018
The board of directors
IRRAS AB (publ) is listed on Nasdaq First North Premier. Wildeco is certified adviser of the Company.
For more information, please contact:
Fredrik Alpsten
CFO and Deputy CEO
+46 706 67 31 06
fredrik.alpsten@irras.com
About IRRAS
IRRAS AB (NASDAQ Stockholm: IRRAS) is a publicly-traded, commercial-stage medical technology Company focused on developing and commercializing innovative solutions for brain surgery. The Company’s initial product, IRRAflow®, addresses the complications associated with the current methods of managing intracranial fluid by using a dual lumen catheter that combines active irrigation with ongoing fluid drainage.
Regularly during treatment, the IRRAflow catheter is automatically flushed to prevent common catheter occlusions from forming. Because IRRAflow is a completely closed system, it is designed to reduce the documented infection risk of these procedures. Additionally, IRRAflow incorporates ICP monitoring and uses a proprietary software to regulate treatment based on desired pressure levels.
With its unique product portfolio, protected by property patents and patent applications, IRRAS is well positioned to establish a leadership position in the medical device market. 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.
This document is considered information that the Company is obliged to disclose pursuant to the Nasdaq First North Rulebook. The information was released for public disclosure, through the agency of the contact person above, on September 13, 2018 at 07.00 a.m. (CET).
NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING IN IRRAS AB (PUBL)
