Report from the Annual General Meeting 2026 of IRLAB Therapeutics AB

The following main resolutions were made at the Annual General Meeting.

Adoption of income statement and balance sheet as well as consolidated income statement and consolidated balance sheet

The Annual General Meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2025.

Disposition of the company’s results

The disposition of the company’s results proposed by the Board of Directors was adopted by the Annual General Meeting. This means that the funds available to the Annual General Meeting, totalling SEK 342,105,791, shall be carried forward in full and that no dividend shall be paid for the past financial year.

Discharge of liability for the directors and the CEO

The Annual General Meeting resolved to discharge from liability for the directors and the CEO for the financial year 2025.

Election of directors and auditor

Jan-Fredrik (Janne) Backman, James Gamgort, Carola Lemne, Gunnar Olsson, Rein Piir, and Veronica Wallin were re-elected as directors. Carola Lemne was re-elected as chairperson of the Board of Directors and Janne Backman was elected as vice chairperson of the Board of Directors.

The Annual General Meeting resolved to re-elect Öhrlings PricewaterhouseCoopers AB (PwC) as auditor for the period until the close of the next Annual General Meeting. PwC has informed that Ulrika Ramsvik will continue as principal auditor.

Remuneration of the Board of Directors and the auditor

The Annual General Meeting resolved, in accordance with the Nomination Committee’s proposal, that remuneration to the Board of Directors for the period until the next Annual General Meeting shall be paid as follows (on an annual basis):

• SEK 400,000 to the chairperson of the Board of Directors and the vice chairperson of the Board of Directors respectively elected by the general meeting, and SEK 175,000 to each of the other directors,

• SEK 50,000 to the chairperson of the audit committee and SEK 25,000 to each of the other members of the audit committee, and

• SEK 50,000 to the chairperson of the remuneration committee and SEK 25,000 to each of the other members of the remuneration committee.

The Annual General Meeting further resolved, in accordance with the Nomination Committee’s proposal, that remuneration to the auditor shall be paid according to invoice approved by the company.

Remuneration report

The Annual General Meeting resolved to approve the board of directors’ remuneration report for 2025. The remuneration report provides an overview of how the Guidelines for remuneration to senior management (the “Guidelines”) have been implemented during the financial year 2025. The remuneration report also includes information regarding the remuneration to the company’s CEO and a summary of the company’s outstanding incentive programmes. There have been no deviations from the procedure for the implementation of the Guidelines and no derogations from the application of the Guidelines during the financial year 2025.

The remuneration report for 2025 is available on the company’s website (www.irlab.se).

Directed issue of warrants to directors (incentive programme)

The Annual General Meeting resolved, in accordance with a shareholder group’s proposal, on a directed issue of warrants to directors within the framework of an incentive programme for directors. The incentive programme has a term of approximately three (3) years.

Approval of remuneration agreement

The Annual General Meeting resolved, in accordance with a shareholder group’s revised proposal, to approve the company entering into an agreement with director James Gamgort pursuant to which he, subject to certain conditions, is entitled to receive remuneration in addition to the board fee resolved by the Annual General Meeting.

Directed issue of warrants to Fenja Capital II A/S

The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, on a directed issue of warrants to Fenja Capital. The reason for the deviation from the shareholders’ pre-emption rights is that the company shall fulfil its obligations to Fenja Capital in accordance with the loan agreement entered into between the company and Fenja Capital in early May 2026.

Authorisation for the Board of Directors to resolve on new issue of shares and/or warrants and/or convertibles with preferential rights

The Annual General Meeting authorised the Board of Directors to, on one or several occasions during the period until the next Annual General Meeting, resolve on issue of new shares of series A and/or warrants with accompanying rights to subscribe for shares of series A and/or convertibles entitling conversion into shares of series A, for payment in cash and/or with terms regarding issue in kind, payment by set-off, or otherwise with terms, and to thereby deviate from the shareholders’ pre-emption rights.

The issues shall be made at a market-based subscription price determined by the Board of Directors, taking into account any applicable market-based issuance discount.

The number of shares that may be issued, the number of shares that may be subscribed for based on warrants, and the number of shares that convertibles may entitle conversion into shall in aggregate correspond to a maximum dilution of 20 percent calculated on the number of shares at the time of first use of the authorisation.

The purpose of the authorisation and the reasons for any deviation from the shareholders’ pre-emption rights are that issuances shall be possible in order to enable and facilitate strategic collaborations, partnerships or other contractual relationships, financing of the company’s operations and development work, broadening of the shareholder base and/or acquisition of businesses or parts of companies.

Minutes and complete resolutions

The minutes from the Annual General Meeting, including the complete resolutions, will be available on the company’s website (www.irlab.se).

For more information

Kristina Torfgård, CEO
Phone: +46 730 60 70 99
E-mail: kristina.torfgard@irlab.se

Gustaf Albèrt, CFO
Phone: +46 709 168 302
E-mail: gustaf.albert@irlab.se

About IRLAB

IRLAB discovers and develops a portfolio of transformative treatments for all stages of Parkinson’s disease. The company originates from Nobel Laureate Prof Arvid Carlsson’s research group and the discovery of a link between brain neurotransmitter disorders and brain diseases. Mesdopetam (IRL790), under development for treating levodopa-induced dyskinesias, has completed Phase IIb and is in preparation for Phase III. Pirepemat (IRL752), currently in Phase IIb, is being evaluated for its effect on fall frequency in Parkinson’s disease. IRL757, a compound being developed for the treatment of apathy in neurodegenerative disorders, is in Phase Ib. In addition, the company is developing two preclinical programs, IRL942 and IRL1117, towards Phase I studies. IRLAB’s pipeline has been generated by the company’s proprietary systems biology-based research platform Integrative Screening Process (ISP). Headquartered in Sweden, IRLAB is listed on Nasdaq Stockholm (IRLAB A). For more information, please visit www.irlab.se.

Attachments

Report from the Annual General Meeting 2026 of IRLAB Therapeutics AB