BULLETIN FROM Extraordinary GENERAL MEETING IN Q-LINEA AB (PUBL)
BULLETIN FROM Extraordinary GENERAL MEETING IN Q-LINEA AB (PUBL)
The extraordinary general meeting of Q-linea AB (publ) (the “Company”), org.nr. 556729-0217, was held on 6 December 2024 in Uppsala, Sweden, at which the shareholders primarily resolved as follows. All decisions were made with the majority necessary.
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 extraordinary general meeting that is available on the Company’s website, www.qlinea.com. Minutes from the extraordinary general meeting will be provided on the mentioned website within two weeks from the day of the meeting.
Amendments to the articles of association
The general meeting resolved, in accordance with the board of directors’ proposal, to amend the articles of association regarding the limits for the share capital and the number of shares in the company. The limits that are finally registered with the Swedish Companies Registration Office depend on the final transaction structure and how many shares and warrants are issued and subscribed for and paid for in the Rights Issue (see definition below).
Approval of the board of directors’ resolution on 5 November 2024 to issue new units with preferential rights for existing shareholders
The general meeting resolved to approve the board of directors’ resolution on 5 November 2024 to issue new units with preferential rights for existing shareholders (the “Rights Issue”).
The board of directors is authorized, no later than five working days prior to the record date for the Rights Issue, to determine the maximum amount by which the share capital shall be increased, the maximum number of new units, shares and warrants to be issued, the number of existing shares that shall entitle to subscription of a certain number of units and the amount to be paid for each unit in the Rights Issue.
If not all new units are subscribed for with the support of unit rights, the board of directors shall decide on allotment of new units without the support of unit rights in accordance with certain terms and conditions set out in the resolution on the Rights Issue.
The record date for the Rights Issue is 14 January 2025.
Authorization for the board of directors to resolve on the issuing of new shares and warrants to guarantors
The general meeting authorized the board of directors to, on one or more occasions during the period until the next annual general meeting and with deviation from the shareholders’ preferential rights and with or without conditions regarding set-off or other conditions, resolve on the issue of shares and warrants as compensation to those who have entered into guarantee commitments in the Rights Issue.
Amendments to the employee stock option program 2024/2027
The general meeting resolved that the terms and conditions of the employee stock option program 2024/2027 should be amended in such a way that the program shall comprise a maximum of 29,034,000 employee stock options, of which the CEO of Q-linea Group may be offered and allotted a total of 24,843,000 warrants. The terms and conditions of the employee stock option program 2024/2027 shall otherwise remain unchanged.
In order to enable the Company to fulfil its obligations and deliver warrants in accordance with the revised terms and conditions of the employee stock option program 2024/2027, the general meeting resolved on a directed issue of a maximum of 29,565,000 warrants, of which a maximum of 7,065,000 warrants may be issued to cover any cash flow effects resulting from the employee stock option program. The right to subscribe for the warrants shall vest with the Company. According to the resolution, the Company shall only issue and subscribe for the number of warrants required for the Company to be able to fulfil its obligations under the employee stock option program. Furthermore, the general meeting approved that the Company carries out transfers to the CEO of the number of warrants required for the completion of the employee stock option program, but not more than 24,843,000 warrants.