Regulatory
Notice to attend the Extraordinary General Meeting of I.A.R. Systems Group AB (publ)
The shareholders of I.A.R Systems Group AB (publ) (the “Company” or “IAR Systems”) are hereby invited to attend the Extraordinary General Meeting to be held on Friday 14 November 2025 at 14:00 at the offices of Setterwalls Advokatbyrå, Sturegatan 10, 114 36 Stockholm, Sweden.
Registration and notification
Shareholders who wish to participate in the Extraordinary General Meeting must:
- be registered as a shareholder in the share register prepared by Euroclear Sweden AB concerning the circumstances Thursday 6 November 2025, and
- notify the Company of their intention to participate in the Meeting in such a manner that the Company has received the notice by Monday 10 November 2025 at the latest. Notification shall be made by post to Setterwalls Advokatbyrå AB, Att: Sara Alfsdotter, Box 1050, 101 39 Stockholm or by email to sara.alfsdotter@setterwalls.se.
At the time of registration, please provide your name, address, telephone number, personal or registration identification number, shareholdings, and the name(s) of any accompanying representative(s) (maximum of two).
To be entitled to participate in the Extraordinary General Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Extraordinary General Meeting, re-register the shares in their own name so that the shareholders are registered in the share register on Thursday 6 November 2025. This re-registration may be temporary (known as “voting rights registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee no later than Monday 10 November 2025, will be recognized in the share register.
Power of attorney
If shareholders wish to participate through a proxy, a written, dated and signed power of attorney, which, at the date of the Extraordinary General Meeting, must not be older than five years, shall be enclosed with the notification. The power of attorney form is available on the Company’s website https://www.iar.com/investors/corporate-governance/. If the shareholder is a legal entity, a registration certification or an equivalent authorisation document must be enclosed along with the notification.
Shareholders’ right to request information
The shareholders are reminded of their right, in accordance with Chapter 7 Section 32 of the Swedish Companies Act (2005:551), to request information from the Board of Directors and the CEO at the Meeting.
Proposed agenda
- Election of the Chairman of the Meeting.
- Election of one or two persons to check and sign the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Decision as to whether the Extraordinary General Meeting has been duly convened.
- Determination of the number of Board members.
- Determination of fees to the Board members.
- Election and removal of Board members.
- Resolution that the guidelines for remuneration to the senior executives shall no longer apply after the delisting of IAR Systems’ shares from Nasdaq Stockholm.
- Resolution that the principles regarding the appointment of members of the nomination committee shall no longer apply after the delisting of IAR Systems’ shares from Nasdaq Stockholm.
- Closing of the Meeting
Proposals for resolution
Item 1 – Election of the Chairman of the Meeting
The Board proposes that Attorney at law Jörgen S. Axelsson, or in his absence a person designated by the Board of Directors, be elected as Chairman of the Meeting.
Item 6 – Determination of the number of Board members
The Qt Company Ltd (“The Qt Company”) proposes that, for the period until the end of the next Annual General Meeting, the Board of Directors shall consist of three (3) members with no deputy members.
Item 7 – Determination of fees to the Board members
The Qt Company proposes that no remuneration shall be paid to the Board of Directors for the period until the end of the next Annual General Meeting.
Item 8 – Election and removal of Board members
The Qt Company proposes that Juha Varelius, Jouni Lintunen, and Mika Pälsi be elected as members of the Board of Directors for the period until the end of the next Annual General Meeting.
It is further proposed that Juha Varelius be appointed Chairman of the Board of Directors for the period until the end of the next Annual General Meeting.
It is proposed that Nicolas Hassbjer, Michael Ingelög, Fred Wikström, Sabina Lindén, and Sofia Persson Björk be removed from the Board of Directors.
Other
Documents in accordance with the Swedish Companies Act, and power of attorney forms will be available from the Company at Strandbodgatan 1, Uppsala and on the Company’s website https://www.iar.com/investors/corporate-governance/. Copies of the documents will be sent free of charge to shareholders who so request and who provide their mailing address.
The share register is available at the Company’s head office at the address provided above. The Company’s corporate identification number is 556400-7200. For questions regarding the Company's processing of personal data, please contact privacy@iar.com. For information on the processing of personal data in connection with the Extraordinary General Meeting, refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
As of 23 October 2025, the Company had a total of 13,368,333 shares, comprising 13,060,291 shares of series B and 308,042 shares of series C, corresponding to a total of 13,368,333 votes. No shares of series A have been issued. The Company currently holds 320,994 shares of series B and 308,042 shares of series C.
Stockholm, October 2025
I.A.R. Systems Group AB (publ)
The Board of Directors