I.A.R Systems

Registration and notification
Shareholders who wish to participate in the Annual General Meeting must:

• be registered as a shareholder in the share register prepared by Euroclear Sweden AB as of Wednesday 16 April 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 Tuesday 22 April 2025 at the latest. Notification shall be made by post to I.A.R. Systems Group AB, Box 23051, 750 23 Uppsala, via e-mail to investorrelations@iar.com or by phone on +46 735 12 51 37.

To be entitled to participate in the Annual General Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Annual General Meeting, re-register the shares in their own name so that the shareholders are registered in the share register on Wednesday 16 April 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 Tuesday 22 April 2025, will be recognized in the share register.

Power of attorney
If shareholders wish to cast their postal vote through a proxy, a written, dated and signed power of attorney, which the day of the Annual 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
1. Election of the Chairman of the Meeting.
2. Election of one or two persons to check and sign the minutes.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Decision as to whether the Annual General Meeting has been duly convened.
6. Presentation of the annual accounts, the auditor’s report, the consolidated financial statements and the consolidated auditor’s report.
7. Resolutions on:
    a) adoption of the income statements and balance sheets of the Parent Company and the Group,
    b) appropriation of the Company’s profits according to the adopted balance sheet, and
    c) discharge from liability for the members of the Board of Directors and the CEO.
8. Resolution on the number of Board members and deputies.
9. Resolution on fees to be paid to the Board of Directors and auditors.
10. Election of Board members and Chairman of the Board.
11. Election of auditors.
12. Approval of the remuneration report.
13. Resolution to
    a) adoption of LTI 2025,
    b) transfer of own shares to the Participants, and
    c) transfer of own shares on a regulated market
14. Resolution on the authorisation of the Board of Directors to resolve on the issue of new shares and/or convertibles.
15. Resolution on the authorisation of the Board of Directors to resolve on the repurchase and transfer of treasury shares.
16. Resolutions on:
    a) the reduction of the share capital by means of cancellation of repurchased shares, and
    b) increase of the share capital through a bonus issue without issuance of new shares
17. Other business to be addressed by the Annual General Meeting according to the Swedish Companies Act or the Articles of Association.
18. Adjournment of the Annual General Meeting

Proposals for resolution
Item 1 – Election of the Chairman of the Meeting
The nominating committee – comprising of Petter Mattsson Hamilton appointed by Alcur Fonder (Chairman of the nomination committee), Jonas Eixmann appointed by Andra AP-fonden, Lovisa Runge, appointed by Fjärde AP-fonden Markus Lindqvist appointed by Aktia, proposes that the Chairman of the Board, Nicolas Hassbjer, be elected as Chairman of the Meeting.

Item 7 b – Resolution on the appropriation of the Company’s profits according to the adopted balance sheet
The Board of Directors proposes that SEK 1.50 per share be paid as an ordinary dividend for the financial year 2024. The record date is proposed to be Wednesday 30 April 2025. If the General Meeting resolves in accordance with the proposal, the dividend is expected to be paid through Euroclear Sweden AB on Tuesday 6 May 2025.

Item 8 – Resolution on the number of Board members and deputies
The nominating committee proposes that the Board of Directors shall consist of five Board members and no deputies.

Item 9 – Resolution on fees to be paid to the Board of Directors and auditors
The nominating committee proposes that Board fees be paid in an amount of SEK 1,365,000 of which SEK 525,000 to the Chairman of the Board of Directors and SEK 210,000 to each of the non-executive Board members. No fee shall be paid for committee work. It is proposed that fees to the auditors be paid according to approved invoices.

Item 10 – Election of Board members and the Chairman of the Board
The nominating committee proposes the re-election of Board members Nicolas Hassbjer, Michael Ingelög, Fred Wikström and Sabina Lindén as well as to newly elect Sofia Persson Björk. Cecilia Wachtmeister has declined as she has accepted the role as managing director of the Company. The nominating committee also proposes the re-election of Nicolas Hassbjer as Chairman of the Board of Directors.

Information about the proposed Board members is available on the Company’s website: https://www.iar.com/investors/corporate-governance/board-of-directors/.

Item 11 – Election of auditors
The nominating committee proposes the re-election of Deloitte AB as the Company’s auditor for a period of one year. Deloitte AB has informed the Company of its intention to appoint Andreas Frountzos as auditor in charge. The nominating committee’s proposal has been approved by the Board of Directors’ audit committee.

Item 12 – Approval of the remuneration report
The Board of Directors proposes that the Annual General Meeting resolve to approve the Board’s remuneration report in accordance with Chapter 8, Section 53a of the Swedish Companies Act.

Item 13 (a) – Adoption of LTI 2025
For LTI 2025, the following terms and conditions shall apply: A maximum of 145,000 RSUs may be allotted to participants in LTI 2025. A maximum of 175 employees shall be allowed to participate in LTI 2025. The participants are divided into four categories based on their respective roles in the Company. The distribution of RSUs is shown below:

• Category 1: The CEO may be offered a maximum of 10,000 RSUs.
• Category 2: Management, consisting of 6 employees, may be offered a total of a maximum of 30,000 RSUs, whereby each employee within the category may be offered a maximum of 5,000 RSUs.
• Category 3: Key employees, consisting of 168 employees, may be offered a total of a maximum of 120,000 RSUs, whereby each employee within the category may be offered a maximum of 3,000 RSUs.

The allotted RSUs are vested with one-third each year from the time of the first allotment. Exercise of the RSUs can however only take place three years from the first time of allotment. Allotment of RSUs is in each case conditional upon (i) that the participant’s employment or assignment in the Company has not been terminated, with certain exceptions, and (ii) that the participant has entered a separate agreement concerning the RSUs with the Company. The Board shall ensure that the agreements with the participants contain terms and conditions that prohibit the transfer or pledge of the RSUs and that stipulates that unvested RSUs will, with certain exceptions, be forfeited should the participant’s employment or assignment in the Company be terminated.

If a participant's employment is terminated due to the participant's termination or breach of contract, all RSUs shall lapse immediately and not be exercisable. If the employment is terminated for other reasons, earned RSUs can be exercised, but the right to RSUs that have not yet been granted or earned ceases to apply. The Board has the right to deviate from the above in individual cases. Final terms shall be decided by the Board and regulated in separate RSU agreements. The RSUs shall be allotted to the participants free of charge.

The calculation of the LTI 2025 RSU outcome for each Participant in relation to maximum performance value shall be connected to Company related performance targets established by the Board, or other similar metrics deemed appropriate by the Board. The performance target adopted by the Board will stipulate a minimum level, and a maximum level, that may be adjusted if deemed appropriate.

• Target 1 Representing 50 percent of the outcome of the LTI. Average annual total shareholder return (TSR) during 2025-2027 of 7-15 percent. If the target level 15 percent is reached, the allocation will amount to 100 percent. If the performance outcome is below the target level but exceeds the minimum level of 7 percent, a proportionate allocation of RSUs will be made. No RSUs will be allocated if the outcome is less than the minimum level 7 percent.

• Target 2 Representing 50 percent of the outcome of the LTI. Average annual organic growth of subscription revenue during 2025-2027 of 30-50 percent. If the target level 50 percent is reached, the allocation will amount to 100 percent. If the performance outcome is below the target level but exceeds the minimum level of 30 percent, a proportionate allocation of RSUs will be made. No RSUs will be allocated if the outcome is less than the minimum level 30 percent.

The Board will decide on the outcome of the established performance target during the first quarter of 2028. The performance targets are measured over a three-year period. Provided that the RSUs have been allotted and vested, each RSU grants the holder a right to, during the period from 1st September 2028, up to and including 1st October 2028, as decided by the Company, acquire one (1) share in the Company. Participation in LTI 2025 is in each case conditional upon the participation being legally possible as well as possible with reasonable administrative costs and financial efforts based on the Company’s assessment.

The Board shall be responsible for the agreements with the participants and the administration of LTI 2025. In connection therewith, the Board has the right to make adjustments in order to adjust to certain rules or market conditions outside of Sweden. Further, in extraordinary cases, the Board is entitled to limit the extent of LTI 2025 or terminate the program in advance, in whole or in part. The number of shares that may be acquired for each RSU shall be recalculated in the event of share splits, rights issues and similar corporate actions with the aim of keeping the economic value of an RSU is unaffected by such actions.

Dilution and costs
The maximum dilution effect of LTI 2025, not taking into account the transfer of shares to cover social costs in accordance with paragraph 13 (c), amounts to 1.0 percent of the total number of shares and votes in the Company as per today’s date. If all outstanding incentive programs is included in the calculation, the maximal dilution amounts to 3,3 percent of the total number of shares and votes in the Company as per today’s date.

The RSUs will be regarded as personnel costs during the vesting period, without any impact on the Company’s cash flow. If the RSUs are exercised, LTI 2025 may also entail costs in the form of social security contributions. The total costs for the social security contributions will depend, partially on the participant’s employment or assignment form in the Company, partially on the number of RSUs that will be vested, and partially on the value of the benefit that the participant finally receives, i.e., on the value of the RSUs when exercised in 2027. The costs due to social security contributions will be accrued in the income statement over the vesting period. The Company intends to hedge the entire cost of the social security contributions through an allocation of already held IAR shares, in accordance with the Board’s proposal in item 13 (c) below, which may be exercised by a financial third party in connection with the exercise of the RSUs. If the Company creates such a hedge structure, the costs for social security contributions will not affect the Company’s cash flow. Based on the assumption that all RSUs in LTI 2025 are vested, an assumed share price of SEK 135 when the RSUs are exercised, an annual share price increase of 10 percent and an assumed average social security rate of approximately 20 percent, the total costs for the program including social security contributions will amount to approximately MSEK 25 which yearly corresponds to approximately 3 percent of the Company’s total salary costs for employees (including social security contributions) for the 2024 financial year.

Preparation of proposal
The Board has prepared LTI 2025 in consultation with external advisors.

Item 13 (b) - transfer of own shares to the Participants
The Board proposes that the Annual General Meeting shall resolve on transfer of the Company’s own shares to the Participants in accordance with the following:

• IAR shall have the right to transfer up to 145,000 shares, free of charge, to the Participants under the terms and conditions of the LTI 2025.

• The number of shares has been calculated on the basis of maximum participation and maximum fulfillment of performance targets.

Item 13 (c) - transfer of own shares on a regulated market
The Board proposes that the Annual General Meeting shall resolve to authorise the Board to resolve on transfer of the Company’s own shares in accordance with the following:

• A maximum of 29,000 shares may be transferred to cover social costs
• Transfer shall only be made on a regulated market or in a market corresponding to a regulated market outside the European Economic Area.
• Transfer shall only be made at a price which is within the at any time recorded registered price interval.
• Payment for the shares shall be made in cash.
• The reason for the Board’s proposal is that the Company shall have the opportunity to secure the costs for social security contributions related to LTI 2024.

Majority requirements
The resolution of the Annual General Meeting on implementation of the program according to item (a) above requires that more than half of the votes cast at the Annual General Meeting approve the proposal. The Annual General Meeting's resolution on item (b) above requires that shareholders representing at least nine tenths of the votes cast as well as the shares represented at the Annual General Meeting approve the proposal. The Annual General Meeting's resolution on item (c) above requires that shareholders representing at least two-thirds of the votes cast as well as the shares represented at the Annual General Meeting approve the proposal.

Item 14 – Authorisation of the Board of Directors to resolve on the issue of new shares and/or convertibles
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors, on one or several occasions during the period until the next Annual General Meeting, either applying or disapplying the shareholders’ preemptive rights, to resolve on the issue of new shares and/or convertibles entailing the issue of, or conversion to, a maximum total of 1,520,000 shares of series B, corresponding to a dilution effect of approximately 10.0 per cent of the share capital and about 10,0 per cent of the number of votes after dilution.

The motive for the authorisation and any disapplication of the shareholders’ preemptive rights is to enable issues to be conducted in a timely manner in order to finance acquisitions or investments in new or existing operations. In the event that the shareholders’ preemptive rights are disapplied, issues of new shares and issues of convertibles supported by this authorisation are to be conducted at market price in accordance with the market conditions prevailing on the date on which the shares and/or convertibles are issued. Payment for subscribed shares and/or convertibles is to be made in cash, through non-cash consideration or in the form offsetting.

The Board of Directors, or the person the Board of Directors appoints, shall be authorised to make the minor adjustments to the resolution that may prove necessary for registration of the resolution with the Swedish Companies Registration Office.

For the Annual General Meeting’s resolution to be valid, the resolution must be supported by shareholders representing at least two-thirds of both the number of votes cast and the number of shares represented at the Annual General Meeting.

Item 15 – Authorisation for the Board of Directors to resolve on the repurchase and transfer of treasury shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors, on one or several occasions during the period until the next Annual General Meeting, to resolve on the purchase of a maximum number of shares of series B whereby the holding of treasury shares at no time exceeds 10 per cent of all registered shares in the Company. The shares are to be acquired on Nasdaq Stockholm at a price that is within the registered price interval at any given time, defined as the interval between the highest bid price and the lowest ask price. The motive for the authorisation is to give the Board of Directors greater freedom of action in optimizing the Company’s capital structure.

It is furthermore proposed that the Board of Directors be authorised, on one or several occasions during the period until the next Annual General Meeting, to resolve on the transfer of, at most, all shares of series B treasury shares held by the Company at any given time (i) on Nasdaq Stockholm or (ii) in a manner other than a transfer on a regulated market, whereby the Board of Directors shall be able to decide on the transfer of shares for payment in cash disapplying the shareholders’ preemptive rights or as consideration for the acquisition of companies or operations. The transfer of shares on a regulated market may take place only at a price that is within the registered price interval at any given time. The transfer of shares in a manner other than through a transfer on a regulated market disapplying the shareholders’ preemptive rights, or as consideration for the acquisition of companies or operations, may take place only at a price corresponding to the prevailing market value at the time of each issue. The motive for the authorisation is to give the Board of Directors greater freedom of action and scope to continuously adapt the Company’s capital structure as well as the opportunity to finance future acquisitions. The motive for authorising the Board of Directors, in connection with the transfer of shares in a manner other than through a transfer on a regulated market, to decide on the transfer of shares disapplying the shareholders’ preemptive rights is that the Company can thereby dispose of the shares in a more timely manner in the event that the liquidity of the Company’s share on the regulated market is limited on the date of transfer.

For the Annual General Meeting’s resolutions to be valid, the resolutions must be supported by shareholders representing at least two-thirds of both the number of votes cast and the number of shares represented at the Annual General Meeting.

Item 16 – Resolutions on a) the reduction of the share capital by means of cancellation of repurchased shares and b) increase of the share capital through a bonus issue without issuance of new shares
The Company has previously, on the basis of authorizations by the Annual General Meetings, acquired own shares. As of 26 March 2025, the Company holds 868,117 own shares of series B and 308,042 own shares of series C, corresponding to approximately 8.42% per cent of the total number of shares in the Company.

The Board of Directors proposes that the Annual General Meeting resolves to reduce the share capital by way of cancellation of own shares, and to increase the share capital by way of a bonus issue in accordance with item a) and b) below. The resolutions are conditional upon each other.

The Board of Directors, or whom they authorise, shall be authorised to make such minor adjustments to the resolutions according to items a) and b) above as may be required for registration of the resolutions with the Swedish Companies Registration Office or Euroclear Sweden AB and to take such other measures required to execute the resolutions.

For the Annual General Meeting’s resolutions according to items a) and b) to be valid, the resolutions must be supported by shareholders representing at least two-thirds of both the number of votes cast and the number of shares represented at the Annual General Meeting.

16 a) Reduction of share capital by cancelling shares
The Board of Directors proposes that the Annual General Meeting resolves to reduce the share capital by way of cancellation of own shares. The purpose of the reduction is allocation to unrestricted equity.

The reduction of the share capital shall be made by cancellation of 600,000 own shares of series B that are held by the Company. The reduction of the share capital will be SEK 6,000,000.190288 by way of cancellation of 600,000 shares of series B.

The resolution to reduce the share capital under this item a) may be effectuated without obtaining an authorisation from the Swedish Companies Registration Office or, in disputed cases, a court of general jurisdiction, as the Company simultaneously effectuates a bonus issue (as set out under item b) below) with an amount corresponding to no less than the amount the share capital is being reduced with as set out above. Combined, these measures entail that neither the Company’s restricted equity nor its share capital is reduced.

16 b) Bonus issue
With the purpose of restoring the share capital after the proposed reduction of the share capital, as set out under item a) above, the Board of Directors proposes that the Annual General Meeting simultaneously resolves on a bonus issue to increase the Company’s share capital by SEK 6,000,000.190288 through a transfer of SEK 6,000,000.190288 from the Company’s unrestricted equity. The bonus issue shall be carried out without the issuance of new shares.

Other
The annual report, the auditor’s opinion on the application of the guidelines for remuneration of senior executives, the complete proposals of the Board of Directors and the nominating committee as set out above, including related documents under 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 information on the processing of personal data, refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

As of 26 March 2025, the Company had a total of 13 968 333 shares, comprising 13,660,291 shares of series B and 308,042 shares of series C, corresponding to a total of 13,968,333 votes. No shares of series A have been issued. The Company currently holds 868,117 shares of series B and 308,042 shares of series C.

Stockholm, March 2025

I.A.R. Systems Group AB (publ)

Board of Directors