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

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.

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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).