BULLETIN FROM ANNUAL GENERAL MEETING IN Q-LINEA AB (PUBL)
BULLETIN FROM ANNUAL GENERAL MEETING IN Q-LINEA AB (PUBL)
Today on 24 May 2022, Q-linea AB (publ) (the “Company”) held its annual general meeting for the financial year 2021 in Uppsala, whereby the resolutions below were adopted.
The general meeting was held at Hubben on Dag Hammarskjölds väg 38 in Uppsala. For more detailed information on the content of the resolutions, please see the complete notice of the annual general meeting that is available on the Company’s website, www.qlinea.com. Minutes from the annual general meeting will be provided on the said website within two weeks from the day of the meeting.
Adoption of the income statement and the balance sheet
The annual general meeting adopted the Company’s income statement and the balance sheet for the financial year 2021.
Allocation of result
In accordance with the board’s proposal, the annual general meeting resolved that no dividend will be distributed for the financial year 2021 and that the Company’s result is carried forward.
Discharge from liability
The annual general meeting resolved to discharge the board members and the chief executive officer from liability for the financial year 2021.
Remuneration to the board of directors and the auditor
In accordance with the nomination committee’s proposal, the annual general meeting resolved that an annual fee of SEK 440,000 should be paid to the board’s chairperson, and SEK 220,000 to each of the other directors.
Further, the annual general meeting resolved that an additional annual fee of SEK 40,000 should be paid to the chairperson of the remuneration committee, and SEK 20,000 to each of the other directors.
The annual general meeting also resolved that an additional annual fee of SEK 90,000 should be paid to the chairperson of the audit committee, and SEK 45,000 to each of the other directors.
The annual general meeting resolved that the auditor’s fee is to be paid as per approved invoice.
Election of board of directors and auditor
In accordance with the nomination committee’s proposal, the annual general meeting resolved that the board shall consist of seven (7) ordinary board members and no deputy board members. The general meeting re-elected the board members Erika Kjellberg Eriksson, Mats Nilsson, Marianne Hansson, Per-Olof Wallström, Hans Johansson and Mario Gualano. Nina Korfu-Pedersen was elected as new board director. Erika Kjellberg Eriksson was re-elected as chairperson of the board.
Before the meeting, Markus Storch had informed the nomination committee that he was not available for re-election.
In accordance with the nomination committee’s proposal, the annual general meeting resolved to appoint the auditing firm PricewaterhouseCoopers AB as the Company’s auditor.
In accordance with the nomination committee’s proposal, the annual general meeting resolved that the Company shall have a nomination committee. The nomination committee shall be comprised of one representative of each of the three largest shareholders in terms of votes according to Euroclear’s transcript of the share register as per 1 September 2022.
Authorisation for the board to decide on the issue of new shares, warrants and/or convertibles
The annual general meeting resolved in accordance with the board’s proposal to authorize the board of directors for the period up to the next annual meeting of shareholders to resolve, whether on one or several occasions, to increase the Company’s share capital with not more than SEK 295,379.47. The board of directors shall be authorised to adopt decisions on an issue of shares, warrants and/or convertible instruments with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to in Chapter 2, Section 5, second paragraph, points 1-3 and 5, of the Swedish Companies Act. An issue in accordance with the authorization shall be on market conditions.
Employee stock option program 2022/2025
The annual general meeting resolved in accordance with the board’s proposal to introduce an employee stock option program for the Company’s employees.
Employee stock options shall be offered to persons that are employed by the Company on 15 June 2022. The employee stock options shall be assigned to participants free of charge. Each employee stock option shall entitle the holder to, at the achievement of certain strategic and operational goals which will be set by the board in advance, after a three-year vesting period acquire one (1) new common share in the Company at an exercise price corresponding to 125 percent of the volume-weighted average price of the Company’s share according to Nasdaq Stockholm’s price list during the period ten (10) trading days before 24 May 2022. The subscription price can, however, in no case be less than the quotient value. The right to participate in employee stock option program 2022/2025 is subject to the participant entering into an option agreement with the Company. The employee stock options may be granted to current and additional employees that i) is part of the management or ii) is not covered by any of the previous employee stock option programs (2020 and 2021, respectively) in the Company. The board may allow exceptions for participants to be part of more than one program.
To enable the Company's delivery of shares under the program and to cover potential social security costs arising from it, the annual general meeting resolved on a directed issue of no more than 384,758 warrants, out of which 91,988 warrants were issued to cover cash flow effects from potential social security costs arising from the program.
The maximum dilution effect of employee stock option program 2022/2025 is estimated to 1.30 percent of the share capital and the votes in the Company (calculated based on the number of existing shares in the Company at the time of the notice), provided full exercise of all employee stock options and warrants issued to cover potential cash flow effects from social security costs.
Remuneration report 2021
The annual general meeting resolved to approve the remuneration report 2021 which had been submitted by the board.
All resolutions were adopted by the required majority.