NOTICE OF EXTRAORDINARY GENERAL MEETING IN Q-LINEA AB (PUBL)
NOTICE OF EXTRAORDINARY GENERAL MEETING IN Q-LINEA AB (PUBL)
The shareholders in Q-linea AB (publ), reg. no. 556729-0217 (the “Company”) are hereby convened to an extraordinary general meeting on Tuesday October 21, 2025, at 15.00, Advokatfirman Lindahl’s premises at Vaksalagatan 10 , Uppsala, Sweden.
Right to attend the general meeting
Shareholders who wish to participate in the meeting shall, in order to have the right to participate:
– be registered in your own name (not nominee-registered) in the share register kept by Euroclear Sweden AB on the record day for the meeting, that is Monday October 13, 2025,
– notify his or her intention to attend the general meeting on Friday October 17, 2025 at the latest by email to q-linea@lindahl.se or by mail to Q-linea AB (publ), c/o Advokatfirman Lindahl KB, Att: Olle Swärd Brattström, Box 1203, 751 42 Uppsala.
Such notification shall include the shareholder’s name, personal identification number or company registration number (or similar), address and telephone number, number of shares, details on advisors (no more than two), if any, and where applicable, details of representatives or proxies.
Nominee-registered shares
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name (so-called voting rights registration) in the share register kept by Euroclear Sweden AB so that the shareholder is entered in the share register as of the record date on Monday October 13, 2025. The shareholders must therefore advise their bank/nominee well in advance of such date. Voting rights registration requested by shareholders at such a time that the registration has been made by the relevant nominee no later than Wednesday October 15, 2025 will be taken into account in the share register.
Proxy
Shareholders represented by proxy must submit a dated proxy. If the proxy is executed by a legal person, a copy of the certificate of registration or equivalent must be attached. The proxy may not be valid for a period longer than five years from its issuance. The original proxy (together with any authorisation documents such as certificate of registration) should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. A blank proxy form is available at the Company’s website, www.qlinea.com.
Proposed agenda
1. Opening of the general meeting and election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Determination as to whether the meeting has been duly convened
5. Approval of the agenda
6. Resolution on the subsequent approval by the general meeting of the board’s resolution on September 18, 2025 regarding the new issue of shares with preferential rights for existing shareholders
7. Resolution on amendment of the articles of association
8. Resolution on authorization to the board to issue shares to guarantors
9. Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The nomination committee proposes Mattias Prage to be elected chairman for the meeting.
Item 6 – Resolution on the subsequent approval by the general meeting of the board’s resolution on September 18, 2025 regarding the new issue of shares with preferential rights for existing shareholders
On September 18, 2025 the board resolved, subject to the subsequent approval by the general meeting, on a rights issue of shares with preferential rights for existing shareholders according to the terms below (in italics). The board proposes that the general meeting approves the board’s resolution.
The board of directors in Q-linea AB, corp. reg. no 556729-0217 (the “Company”), resolves, subject to the subsequent approval by the general meeting, to increase the Company’s share capital by a maximum of SEK 1,287,374.60 through a new issue of a maximum of 12,873,746 shares with preferential rights for existing shareholders in accordance with the terms and conditions below.
- The right to subscribe for shares shall, with preferential right, belong to those who, on the record date for the rights issue, are recorded as shareholders of the Company. One (1) existing share entitles to two (2) subscription rights and one (1) subscription right entitles to subscription of one (1) new share.
- If all of the new shares are not subscribed for with subscription rights, the board of directors shall, up to the maximum amount of the rights issue, resolve on allocation of new shares which have been subscribed for without subscription rights, in accordance with the following allocation principles:
(i) primarily, allocation shall be made to those who have also subscribed for shares with subscription rights, regardless of them being shareholder at the record date or not, pro rata in proportion to the number of shares subscribed for with subscription rights and, to the extent the shares cannot be allocated as stated above, allocated through drawing of lots,
(ii) secondly, allocation shall be made to others who have only registered for subscription without subscription rights, and in case of oversubscription, allocation shall be made pro rata in proportion to the number of shares subscribed for and, to the extent the shares cannot be allocated as stated above, allocated through a drawing of lots, and
(iii) thirdly, allocation shall be made to those who have made guarantee commitments, in proportion to such guarantee commitment.
- The record date for determining which shareholders are entitled to subscribe for shares with preferential rights shall be October 23, 2025.
- Subscription of shares with subscription rights shall be made by cash payment or on subscription list during the period from October 27, 2025 to November 10, 2025. The board of directors is entitled to extend the subscription and payment period. Payment may also be made by set-off, which shall be made no later than November 10, 2025.
- Subscription of shares without subscription rights shall be made on a subscription list during the same period as stated in section 4 above. Payment shall be made by cash payment not later than 3 banking days from receipt of a contract note. The board of directors shall be entitled to extend the subscription and payment period.
- Subscription by guarantors shall be made on a certain subscription list no later than 3 banking days after the period stated in sections 4-5 above. Payment for such shares that are subscribed for and allotted shall be made in cash no later than 3 banking days after the sales note has been sent, on which the allotted shares are disclosed. The board of directors shall have the right to extend the subscription and payment period.
- The new shares are issued at a subscription price of SEK 25 per share.
- The part of the subscription price that exceeds the quota value of the previous shares at the time of subscription shall be added to the unrestricted share premium reserve.
- The new shares entitle to dividends for the first time on the first record date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
- The CEO, or any other person appointed by the board of directors, shall be entitled to take those smaller measures that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Item 7 – Resolution on amendment of the articles of association
In order to achieve more appropriate limits for the share capital and the number of shares in the Company’s articles of association following the completion of the Rights Issue proposed to be approved under item 6 on the agenda of the general meeting, the board of directors proposes that the general meeting resolves to amend the articles of association in accordance with the following:
Current wording | Proposed wording |
§ 4 Share capital | § 4 Share capital |
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. | The share capital shall be not less than SEK 1,500,000 and not more than SEK 6,000,000. |
§ 5 Number of shares | § 5 Number of shares |
The number of shares shall be not less than 5,000,000 and not more than 20,000,000. | The number of shares shall be not less than 15,000,000 and not more than 60,000,000. |
The resolution to amend the articles of association is subject to and conditional upon the general meeting resolving to approve the Rights Issue in accordance with the board’s proposal under item 6 on the agenda of the general meeting.
The board of directors, or the person appointed by the board of directors, is authorized to make the minor adjustments necessary for the registration and execution of the resolution.
Item 8 – Resolution on authorization to the board to issue shares to guarantors
In order to enable the issuance of shares as compensation to those who have entered into guarantee commitments (the “Guarantors“) to secure the Rights Issue, the board proposes that the extraordinary general meeting resolves to authorize the board, for the period until the next annual general meeting, on one or several occasions, with deviation from the shareholders’ preferential rights and with or without provisions regarding setoff or other conditions, to resolve on issue of shares to the Guarantors.
Upon exercise of the authorization, the terms and conditions for the shares shall be the same as in the Rights Issue.
The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to be able to carry out an issue of shares as compensation to the Guarantors. The number of shares that may be issued pursuant to the authorization may not exceed the total number of shares and warrants corresponding to the agreed fee that the Company has to pay to the Guarantors pursuant to the guarantee commitments.
The resolution to authorize the board to issue shares to the Guarantors presupposes and is conditional upon the extraordinary general meeting resolving to approve the board’s resolution of the Rights Issue in accordance with the board’s proposal in item 7 on the agenda for the extraordinary general meeting.
Number of shares and votes
As of the date of this notice, there are a total of 6,436,873 shares in the Company, all common shares. The total number of votes are 6,436,873. Further, the Company holds 329 common shares in itself, corresponding to a total of 329 votes. The Company may not vote for its own shares.
Majority requirements
A resolution in accordance with item 7 and item 8 above requires, for its validity, support from shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.
Shareholders’ right to information at the general meeting
The board of directors and the CEO shall, upon request by any shareholder, and where the board of directors believes that such may take place without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda. Anyone who wants to send in questions in advance can send them to Q-linea AB (publ), att: Christer Samuelsson, c/o Uppsala Science Park, 751 83 Uppsala, Sweden.
Documentation
The board’s proposals for decisions as well as other documents according to the Swedish Companies Act Chapter 13 will be held available at the Company’s office (Dag Hammarskjölds väg 52 B in Uppsala) and on the Company’s website (www.qlinea.com). The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address.
In connection with the general meeting, the Company will process personal data in accordance with its privacy notice, available on the Company’s website, www.qlinea.com.
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Uppsala in September 2025
Q-linea AB (publ)
The board of directors