Report from the Annual General Meeting of IRLAB Therapeutics AB

May 7, 2020

IRLAB Therapeutics AB’s Annual General Meeting 2020 was held today, Thursday May 7, 2020, at Wallenbergs Konferenscentrum, Medicinaregatan 10 A in Göteborg. Dag Fredlund from MAQS Advokatbyrå served as chairman of the meeting. At the Annual General Meeting the following main matters were resolved.

IRLAB Therapeutics AB’s Annual General Meeting 2020 was held today, Thursday May 7, 2020, at Wallenbergs Konferenscentrum, Medicinaregatan 10 A in Göteborg. Dag Fredlund from MAQS Advokatbyrå served as chairman of the meeting. At the Annual General Meeting the following main matters were resolved.

Disposition of the company’s results

The disposition of the company’s results proposed by the Board was adopted by the Annual General Meeting. This means that the amount available to the Annual General Meeting, totaling SEK 420,888,103, shall be transferred in full and that no dividend shall be paid for the past financial year.

Discharge from liability for the Board members and the Managing Director

The Annual General Meeting resolved to discharge the Board members and the Managing Director from liability for their administration during the financial year 2019.

Remuneration

The Annual General Meeting resolved on remuneration to the Board in the amount of SEK 400,000 to the Chairman of the Board and SEK 200,000 to each of the other Board members. It was further resolved that remuneration shall be paid to the Board’s Audit Committee with SEK 75,000 to the Committee’s Chairman and SEK 50,000 to each of the other members of the Committee, that remuneration shall be paid to the Chairman of the Remuneration Committee with SEK 50,000 to the Committee’s Chairman and SEK 30,000 to each of the other members of the Committee. The Auditor’s fees shall be paid in accordance with invoices approved by the company.

Election of Board members and auditor

Lars Adlersson, Carola Lemne, Eva Lindgren, Gunnar Olsson, Rein Piir and Lena Torlegård were re-elected as Board members. Gunnar Olsson was elected as new chairman of the Board and Carola Lemne was re-elected as deputy chairman of the Board. The firm of auditors Öhrlings PricewaterhouseCoopers AB was elected as auditor of the company with Johan Rippe as the principal auditor.

Principles for the Nominations Committee

The Annual General Meeting resolved, in accordance with the proposal put forth by the Nominations Committee, to continue (in accordance with previously applicable principles) to have a Nominations Committee with the task of presenting the Annual General Meeting with proposed resolutions regarding number of Board members, Board remuneration, the Chairman of the Board and each of the other directors of the Board, Chairman of the Annual General Meeting and auditor and remuneration to the auditor. The complete proposal, which was approved by the Annual General Meeting, is available on the website of the company (www.irlab.se).

Guidelines for remuneration for senior executives of the company

The Annual General Meeting resolved on guidelines for senior executives in accordance with the Board’s proposal after a minor editorial adjustment. The guidelines mainly stipulated that senior executives shall be offered marked-based compensation.

The complete proposal, approved by the Annual General Meeting, is available on the website of the company (www.irlab.se).

Authorization of the Board to issue series A shares

The Annual General Meeting resolved in accordance with the Board’s proposal to authorize the Board to, on one or more occasions up until the next Annual General Meeting, resolve on new issue of series A shares with payment in cash and/or with terms regarding set-off or issue in kind, with or without deviation from the shareholders’ pre-emptive rights. Any new issues shall take place at a market-based subscription price determined by the Board in consultation with the company’s financial advisors, taking into consideration any marketable issue-discount.

The complete proposal which was approved by the Annual General Meeting, is available on the website of the company (www.irlab.se).

The number of series A shares that may be issued may not exceed 6,500,000 shares which corresponds to a reduced ownership interest for non-participating shareholders (dilution) amounting to approximately 11.8 percent or an increase of the current number of outstanding shares with slightly less than 13.4 percent.