Right to attend the annual general meeting

In order to participate at the annual general meeting, shareholders must be registered in the share register kept by Euroclear Sweden AB on Tuesday, 17 June 2025 (the record date), and give notice of their attendance so that the notification is received by the Company no later than Monday, 23 June 2025. Notification is made by e-mail to
q-linea@lindahl.se or by post to the address Advokatfirman Lindahl KB, Att: Olle Swärd Brattström, Box 1203, 751 42 Uppsala, Sweden.

Such notification shall include the shareholder’s name, personal identification number or company registration number (or similar), and preferably 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

Shareholders whose shares are trustee-registered through a bank or other trustee must, in addition to registering for the meeting, have the shares registered in their own name so that the shareholder is entered in the share register as of 17 June 2025. Such registration can be temporary (so-called voting rights registration) and is requested from the trustee according to the trustee’s routines. Voting rights registrations made no later than 19 June 2025 will be taken into account when preparing the share register.

Proxy

Shareholders who intend to attend by proxy shall issue a dated proxy. If the proxy is executed by a legal entity, a copy of the registration certificate or equivalent for the legal entity must be attached. The proxy may be valid for a period longer than five years from issuance. The original proxy (together with any authorisation documents such as certificate of registration) should be submitted to the Company in good time before the annual general meeting to the address mentioned above. A blank proxy form is available on the Company’s website www.qlinea.com.

Proposed agenda

1. Opening of the general meeting and election of chairperson 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. Presentation of the annual report, the auditor’s report, the consolidated accounts and the consolidated auditor’s report as well as the auditor’s statement as to whether the annual general meeting’s guidelines for remuneration to senior executives have been followed
7. Resolutions on:
   1. the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
   2. allocation of the Company’s result according to the adopted balance sheet, and
   3. discharge from liability for each of the members of the board of directors and the CEO
8. Determination of remuneration to the board of directors and the auditor
9. Election of members of the board of directors, chairperson of the board of directors and vice chairperson of the board of directors
10. Election of auditor
11. Resolution on the nomination committee for the next annual general meeting
12. Resolution on approval of the remuneration report for 2024
13. Resolution on guidelines for remuneration to senior executives
14. Resolution on reverse share split through (A) a directed issue of shares (equalization issue), (B) an amendment of the articles of association, and (C) resolution on a reverse share split
15. Resolution on reduction of the Company’s share capital through (A) amendment of the articles of association and (B) resolution on reduction of the share capital
16. Resolution on approval of extension of loan from related party
17. Resolution on authorisation for the board of directors to decide on the issue of new shares, warrants and/or convertibles
18. Closing of the general meeting

Proposals to resolutions

Item 1 – Election of chairperson of the general meeting

The nomination committee proposes that Mattias Prage, attorney at Advokatfirman Lindahl, or, in the event of his absence, the person instead designated by the board, be appointed as chairman of the meeting. The nomination committee has consisted of Öystein Engebretsen (Investment AB Öresund), chairman, Erika Kjellberg Eriksson (Nexttobe AB), and Ulf Landegren (Landegren Gene Technology AB).

Item 7b) – Allocation of the Company’s result according to the adopted balance sheet

The board proposes that no dividend is paid for the financial year 2024 and that the Company’s result is carried forward.

Item 8 – Determination of remuneration to the board of directors and the auditor

The nomination committee has, as part of its preparation, evaluated the previously resolved remuneration levels for the members of the board of directors against those of comparable companies. Taking into account this review and the current economic conditions, the nomination committee has proposed a slight increase in the remuneration levels for the board members and the chairman of the board compared to previous years, while the remuneration for work in the board’s committees remains unchanged.

The nomination committee therefore proposes that fees to the board of directors, for the period until the next annual general meeting, be paid as follows (the current year’s remuneration levels are stated in parentheses):

• Chairperson of the board: SEK 500,000 (450,000)
• Vice chairperson of the board: SEK 375,000 (337,500)
• Other members: SEK 250,000 (225,000)
• Chair of the audit committee: SEK 90,000 (90,000)
• Other members of the audit committee: SEK 45,000 (45,000)
• Chair of the remuneration committee: SEK 40,000 (40,000)
• Other members of the remuneration committee: SEK 20,000 (20,000)

The nomination committee proposes that fees to the auditor be paid in accordance with approved invoice.

Item 9 – Election of members of the board of directors and chairman of the board of directors

The nomination committee proposes that the number of board members elected by the annual general meeting shall be six (6), with no deputy members appointed.

The nomination committee proposes re-election of board members Erika Kjellberg Eriksson, Mario Gualano, Karin Fischer and Jonas Jarvius, and to elect Johan Bygge and Sebastian Backlund for a term of office until the end of the next annual general meeting. Furthermore, the nomination committee proposes Johan Bygge to be elected as chairperson of the board of directors, and Mario Gualano to be re-elected as vice chairperson of the board of directors.

Johan Bygge, born in 1956, has a solid background of leading and developing prominent global companies, including as CFO at Investor, Head of Asia for EQT and senior executive at both Electrolux and Husqvarna. He currently sits on several boards, including: Tredje AP-fonden, Getinge AB (publ), Lantmännen ek för, CapMan Oyj, Scandi Standard AB (publ), and Guard Therapeutics International AB (publ). Johan holds a Master of Business Administration from the Stockholm School of Economics. Johan is independent in relation to the Company, its management, and its major shareholders. He does not own any shares in the Company, but holds 40,000,000 call options entitling him to acquire shares from the shareholder Investment AB Öresund in four years.

Sebastian Backlund, born in 1990, is currently employed as an investment manager at Investment AB Öresund and is expected to contribute to the work of the board and the Company with his strong knowledge of financial and commercial analysis, internal structural and process improvement, capital markets, as well as M&A experience from his previous employers: MedCap AB (publ) and EY Corporate Finance. Sebastian is a member of the board of Scandi Standard AB. He holds a master of science in finance from the School of Business, Economics and Law at the University of Gothenburg, and a bachelor of science in economics from Francis Marion University in the USA. Sebastian is independent in relation to the Company and its management, but dependent in relation to the Company’s major shareholder (Investment AB Öresund). He owns, directly and indirectly, 130,703,571 shares in the Company.

A presentation of the persons proposed for re-election is available at www.qlinea.com.

Item 10 – Election of auditor

The nomination committee proposes that a registered accounting firm be elected as auditor in the Company, and that no deputy auditor is appointed.

The nomination committee proposes, in accordance with the recommendation from the audit committee, that the accounting firm Öhrlings PricewaterhouseCoopers AB be re-elected as the Company’s auditor for a term of office that extends until the end of the next annual general meeting.

Item 11 – Resolution on the nomination committee for the next annual general meeting

The nomination committee proposes that the annual general meeting resolves to establish a nomination committee and to adopt instructions for the work of the nomination committee for the 2026 annual general meeting in accordance with the principles as set out below.

Principles for the appointment of the members of the nomination committee

The board’s chairperson is mandated by the general meeting to contact the three largest shareholders according to Euroclear’s transcript of the share register as per the stock exchange opening on 1 September 2025, each of whom has the right to appoint one member of the nomination committee. Should any of the three largest shareholders not wish to appoint a member of the nomination committee, the fourth-largest shareholder will be approached, and so forth, until the nomination committee consists of three members.

A majority of the nomination committee’s members shall be independent from the Company and its management. Neither the CEO nor other members of the Company’s management may be members of the nomination committee. At least one of the nomination committee’s members should be independent from the Company’s largest shareholder in terms of votes, or from a group of shareholders that collaborates with regard to the management of the Company. Directors may be members of the nomination committee, but must not constitute a majority of the nomination committee’s members.

The members of the nomination committee must be announced on the Company’s website no later than six months prior to the next annual general meeting.

The term of office for members appointed to the nomination committee continues until a new nomination committee is appointed following the mandate from the next annual general meeting.

The nomination committee shall appoint one of its own members to chair the committee. Neither the chairperson of the board nor any other director may chair the nomination committee.

If a member leaves the nomination committee before its work is completed, and if the nomination committee considers that there is a need to replace this member, the nomination committee shall appoint a new member according to the principles set out above, however based on Euroclear’s transcript of the share register as soon as possible after the member has left its position. Changes in the composition of the nomination committee shall be made public immediately.

The assignment of the nomination committee

The nomination committee shall prepare and present proposals regarding the following items for the 2026 annual general meeting:

1. Election of chairperson for the general meeting,
2. Determination of the number of directors,
3. Determination of fees and other remuneration payable to the board and its committees, divided between chairperson, vice chairperson, and other members,
4. Determination of audit fees,
5. Election of directors and chairperson and vice chairperson of the board,
6. Election of auditors, and
7. Proposal for principles for the composition and work of the nomination committee for the next annual general meeting.

When preparing the proposal of resolution on election of board members, the chairperson and the vice chairperson of the board, the nomination committee shall apply paragraph 4.1 of the Code as a diversity policy. The nomination committee shall also in other respects, when preparing proposals for the 2026 annual general meeting, adhere to the provisions of the Code.

The nomination committee shall in connection with its assignment fulfill its duties which falls on the nomination committee under the Code.

Working order of the nomination committee

The nomination committee appoints a chairman within the group. The chairman of the board or another board member shall not be chairman of the nomination committee.

The nomination committee shall meet as often as is necessary for the nomination committee to fulfil its tasks, however at least once per year. Notices convening meetings are issued by the chairperson of the nomination committee. If a member of the nomination committee requests that the nomination committee shall be convened for a meeting, the request shall be complied with.

The nomination committee is quorate if at least two members are present. Resolutions of the nomination committee shall be adopted by a simple majority of the members present or, in the event of a tied vote, the chairperson shall have the casting vote.

No remuneration

No remuneration shall be paid to the members for their work in the nomination committee. However, any necessary and reasonable expenses incurred in connection with the nomination committee’s work shall be borne by the Company.

Item 13 – Resolution on guidelines for remuneration to senior executives
The board of directors of Q-linea proposes that the annual general meeting 2025 resolves that the following guidelines for remuneration to the senior executives should apply until the annual general meeting 2029, unless circumstances arise that require the guidelines to be revised earlier.

The scope and applicability of the guidelines

These guidelines apply to remuneration payable to the CEO. The group CEO and other members of Q-linea’s senior management from time to time. When the guidelines refer to the CEO, this also includes the group CEO and, if applicable, the deputy CEO. The guidelines also apply to remuneration to the members of the board, to the extent that such remuneration is paid for work for or provided services to the Company outside the scope of their board assignment.

The guidelines apply to remuneration that is agreed, and to amendments to agreed remuneration that are made, after the guidelines have been adopted by the annual general meeting 2025. Transfers of securities and the right to acquire securities from the Company in the future is considered to be remuneration.

The guidelines do not apply to remuneration which is decided or approved by the annual general meeting, such as share-related incentive programs.

The guidelines’ contribution to the Company’s business strategy, long-term interests and sustainability

The remuneration that is paid shall motivate the senior executives to implement the Company’s business strategy and thereby safeguard the Company’s long-term interests in a sustainable way. The variable compensation criteria are designed in such a way that they can be linked to this.

The Company’s business strategies are:

Regulatory strategy: implement the necessary activities to maintain regulatory compliance and market access for the ASTar instrument and consumables in all key markets. The first product focuses on sepsis diagnostics.

Commercial strategy: The Company plans to address key markets directly through local subsidiaries and simultaneously work with distributors to achieve broader and faster market penetration. Initially, the focus will be on the US market as well as key geographies in Europe. Sales will consist of instruments and consumables, with the latter expected to generate most of the potential revenue. In collaboration with distributors, the distributor will handle all first-hand service and Q-linea will be responsible for expert knowledge on more difficult service questions. Q-linea will continue to explore business opportunities for Podler, which may include product-development collaborations, license sales, or commercial distribution rights.

Health economic strategy: the Company will continue to focus on the clinical and economic benefits for a hospital to implement rapid antimicrobial susceptibility testing (AST) by carrying out health-economic studies and smaller studies that focus on showing clinical benefit. The purpose of these is to use the study results as sales support.

Operational strategy: continued building of Q-linea’s infrastructure to secure production capacity and cost efficiency.

Product development strategy: continued expansion of the ASTar offering.

Intellectual property strategy: continued development and maintenance of a broad and relevant IP portfolio.

Service & support strategy: continue to build a standalone service organization with a focus on expert service and continue to develop the Company’s application specialists to attend and follow up customer visits.

For further information on the Company’s business strategy, visit https://www.qlinea.com/en/om-oss/business-concept-and-strategy/.

The aim of the remuneration package to the senior executives is to motivate, retain and reward qualified personnel for their contribution to achieving the Company’s business strategy, long-term interests and sustainability.

Incentive programs consisting of share- and share-price-related remuneration are resolved by the annual general meeting and these guidelines do not apply to such incentive programs. The existing long-term share-related incentive programs contain performance requirements that are linked to the Company’s business strategy.

Types of remuneration

The remuneration offered must be market-based and may consist of fixed salary, variable cash remuneration, pension benefits and other benefits.

Fixed salary shall be individual for each individual senior executive and be based on the executive’s area of responsibility and experience and shall be reviewed annually. The distribution between fixed salary and any variable cash remuneration must be proportionate to the executive’s responsibility and authority.

Variable cash remuneration shall require fulfilment of criteria measured over a period of one year. Variable cash remuneration shall not exceed 40% of the CEO’s and 30% of the other senior executives’ annual fixed salary during the period measured for the fulfillment of the criteria. The variable remuneration shall not qualify for pension benefits, unless otherwise required pursuant to mandatory collective bargaining agreements. The board of directors shall have the possibility to limit or omit to give variable cash remuneration if it is deemed unreasonable or incompatible with the Company’s responsibilities towards the shareholders in the Company if difficult financial circumstances would prevail. The board shall have the possibility to request, in accordance with law or agreement, that variable remuneration that has been paid on incorrect grounds be repaid to the Company. If deemed appropriate and necessary, the board may, in individual cases, deviate from the above maximum levels.

Pension benefits shall be defined contribution pension plans after termination of employment. Q-linea shall pay contributions to public or privately administered pension insurance on a mandatory, contractual or voluntary basis for defined contribution pension plans. The Company has different pension levels for different categories of employees and ages. The pension premiums for defined contribution pensions may amount to a maximum of 25% of the executive’s annual fixed salary.

For the operating year 2025, the following pension levels shall apply:

Employees under the SAF-LO agreement

• 3.5% of the monthly gross salary up to SEK 50,375
• 30% of the portion of the monthly gross salary between SEK 50,375 and the income cap of SEK 201,500
• 2.7% of the monthly gross salary (Part-time pension)

Employees under the ITP1 Plan

• 4.5% of the monthly gross salary up to SEK 50,375
• 30% of the portion of the monthly gross salary between SEK 50,375 and the income cap of SEK 201,500
• 2.5% of the monthly gross salary (Flexible Pension)

Other benefits may consist of company healthcare benefits, company group life insurance and health care and health insurance and other similar benefits. These benefits shall correspond to a maximum of 3% of the executive’s annual fixed salary.

In the commercial organization (with main focus on sales), a remuneration structure will be applied with a fixed salary and a commission-based part. The group CEO shall determine the detailed design of the model/conditions for such remuneration. However, it shall be in accordance with industry standard and be optimized to create good incentives for the relevant employees.

Consultancy fees shall be payable on market terms. To the extent that a board member performs consultancy services for the Company, the board member in question will not be entitled to participate in the board’s (or the remuneration committee’s) handling of remuneration-related matters regarding such consultancy services.

Information on criteria and conditions for distribution of variable remuneration

Existing incentive programs

At the annual general meeting held on 28 June 2024, a long-term incentive program in the form of a personnel stock option plan 2024/2027 was approved. Revised terms for the program were adopted at the extraordinary general meeting on 6 December 2024. The stock options were granted free of charge during 2024.

The stock options can be exercised to subscribe for ordinary shares in the Company, provided that certain strategic and operational targets set by the board are met and that the option holder remains employed by the Company at the time of exercise. These targets are linked to key milestones in the Company’s development, such as progress in product development, product approvals, and commercialization.

The total number of options that may be issued under the current terms of the program is 29,034,000. Subscription for shares may be made from 1 September 2027 up to and including 31 December 2027.

The board intends to review the terms of the 2024/2027 employee stock option program during the second half of 2025. The reason for this review is that the rights issue carried out in 2025 has resulted in dilution that has significantly undermined the program’s incentive effects. The purpose of the review is to ensure that the program continues to fulfill its intended purpose.

Termination of employment and severance pay

The notice period for the CEO and other executives may not exceed six months if the employment is terminated by the Company. The fixed cash salary during the notice period and any severance pay may not, in aggregate, exceed an amount corresponding to the fixed cash salary for one year for the CEO or the executive. The notice period may not exceed six months, without the right to severance pay, in the event of termination by the executive.

In addition, remuneration may be paid for non-compete undertakings. Such compensation should compensate for any loss of income. However, the compensation paid by the Company shall not exceed 80%, for a maximum of six (6) months after termination of employment, of the previous monthly income at the time of termination of employment.

Salary and employment conditions for employees other than the Company’s senior executives

To evaluate the fairness and reasonableness of the proposed remuneration guidelines, the board has as a part of the preparation of this proposal considered the salary and employment conditions for the employees of the Company. In this context, the board has taken into account information regarding the employees’ total income, the components of the remuneration and the increase and growth rate of the remuneration over time. In the remuneration report that will be drafted regarding paid and outstanding remuneration covered by the guidelines, the development of the distance between the remuneration of the senior executives and the remuneration of other employees will be reported.

The decision-making process to determine, review and implement the guidelines

The board has established a remuneration committee and the committee’s mains tasks include preparing the board’s decisions regarding remuneration principles, remuneration and other terms of employment for the senior executives, monitoring and evaluating ongoing and under the year completed programs for variable remuneration for the senior executives and monitoring and evaluating the application of the guidelines for senior executive remuneration which is to be decided by the general meeting, and remuneration structures and levels in the Company.

The board shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting.

The CEO and the senior executives will not participate in the board’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Deviations from the guidelines for remuneration

The board may decide to temporarily deviate from the guidelines only in individual cases if there are special and considerable reasons for doing so and the deviation is necessary to meet Q-linea’s long-term interests and sustainability or to ensure the Company’s financial viability.

Description of significant changes to the guidelines

These guidelines are largely unchanged compared to the guidelines developed in collaboration with the Company’s HR function and proposed and approved at the annual general meeting in 2024. Certain adjustments have been made in light of updated business strategies and the fact that, as of 1 April 2025, Q-linea AB has entered into collective agreements and is affiliated with IKEM (The Swedish Innovation and Chemical Industries Association), applying the I-agreement and the Salaried Employees’ Agreement. The signing of the new collective agreement has, among other things, resulted in the introduction of a new pension scheme. The implementation of this new pension scheme has been cost-neutral for the Company. Otherwise, the proposal is substantially consistent with the guidelines approved at the 2024 annual general meeting.

Item 14 – Resolution on reverse share split through (A) a directed issue of shares (equalization issue), (B) an amendment of the articles of association, and (C) resolution on a reverse share split

The board of directors proposes that the annual general meeting resolves on (A) a directed share issue of shares (an equalization issue), (B) an amendment to the articles of association regarding the limits on the number of shares, and (C) a reverse share split as described below. Proposals (A)–(C) should be considered as a single joint proposal and are therefore to be adopted by the general meeting as one and the same resolution.

(A) Directed issue of shares (equalization issue)

In order to achieve a total number of shares in the Company that is evenly divisible by one thousand (1,000) and to enable the reverse share split pursuant to item (C) below, as well as to allot shares to shareholders whose holdings are not evenly divisible by one thousand (1,000), the board of directors proposes that the general meeting resolves on a directed issue of shares with deviation from the shareholders’ preferential rights. The following terms shall otherwise apply to the resolution.

1. Through the share issue the Company’s share capital may increase by a maximum of SEK 68,332.75 through the issuance of up to 6,833,275 new shares, each with a quota value of SEK 0.01.
2. The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential rights, be granted to Vator Securities AB.
3. The subscription price for each new share shall be SEK 0.01, corresponding to the quota value of the share.
4. The reason for deviating from the shareholders’ preferential rights and setting the subscription price at the quota value is that the issue is conducted to achieve a total number of shares in the Company that is evenly divisible by one thousand (1,000), and because the new shares will be allotted to shareholders whose holdings are not evenly divisible by one thousand (1,000).
5. Subscription of shares shall take place no later than three (3) banking days after the general meeting’s resolution on a subscription list provided by the Company. Payment shall be made to an account designated by the Company no later than five (5) banking days after the resolution. The board of directors shall have the right to extend the subscription and payment deadlines.
6. The new shares shall entitle their holders to dividend for the first time on the record date for dividend that occurs immediately after the shares have been registered with the Swedish Companies Registration Office (Bolagsverket) and entered into the share register maintained by Euroclear Sweden AB.

(B) Resolution to amend the articles of association regarding the limits of the number of shares

To enable the reverse share split pursuant to item (C) below, the board of directors proposes that the annual general meeting resolves on the following amendment of the articles of association regarding the limits on the number of shares.

(C) Resolution on reverse share split

In order to achieve a more appropriate number of shares for the Company, the board of directors proposes that the general meeting resolves on a reverse split of the Company’s shares, whereby the number of shares in the Company will be reduced by consolidating one thousand (1,000) shares into one (1) share. Following the share issue for rounding purposes and the reverse share split, the total number of shares in the Company will amount to a maximum of 6,436,873 shares. The quota value of the share will after the reverse share split amount to SEK 10 per share (however, the quota value will later on be reduced to SEK 0.10 per share if the proposal to reduce the share capital in item 15 below is adopted by the annual general meeting).

The board of directors shall be authorized to determine the record date for the reverse share split (which shall occur after the resolution has been registered with the Swedish Companies Registration Office) and, in addition, to take any other actions required to implement the reverse share split.

If a shareholder’s holding is not evenly divisible by one thousand (1,000) and thus does not correspond to a whole number of new shares, such shareholder will be granted, free of charge, the number of shares (between 1 and 999 shares) required to make their holding evenly divisible by one thousand (1,000).

Further information regarding the procedure of the reverse share split will be provided when the board determines the record date. The board, or any person appointed by the board, shall have the right to make minor adjustments that may become necessary in connection with registration with the Swedish Companies Registration Office, Euroclear Sweden AB, or due to other formal requirements.
Item 15 – Resolution on reduction of the Company’s share capital through (A) an amendment of the articles of association and (B) resolution on a reduction of the share capital

The board of directors proposes that the annual general meeting resolves on (A) an amendment of the articles of association regarding the limits of the share capital and (B) a reduction of the share capital. The proposals (A)–(B) shall be considered a joint proposal and are therefore adopted by the general meeting as one single resolution. Furthermore, the resolution is conditional upon the general meeting resolving in accordance with the board’s proposal under item 14 on the agenda and that such resolution is registered with the Swedish Companies Registration Office.

(A) Resolution on amendment of the articles of association regarding the limits of the share capital

The board of directors proposes that the general meeting resolves to adopt new articles of association, whereby § 4 shall be amended so that the share capital shall constitute a minimum of SEK 500,000 and a maximum of SEK 2,000,000.

(B) Resolution on reduction of the share capital

The board of directors proposes that the general meeting resolves on a reduction of the Company’s share capital by a maximum of SEK 63,725,042.70, to be transferred to unrestricted equity. The final reduction amount will be determined and announced by the Company after the reverse share split in accordance with item 14 above has been registered and completed. The Company’s intention is that the share capital after the reduction shall amount to a sum that, when divided by the number of shares in the Company, results in a quota value of SEK 0.10 (10 öre). The reduction will be carried out without the withdrawal of shares.

Since the Company’s most recently completed rights issue, the share capital has been at a level which, in the board’s assessment, is no longer appropriate considering the Company’s actual size and capital needs. An excessively high share capital relative to the Company’s operations may lead to inefficiencies and restrict the Company’s flexibility in future financial decisions. At the extraordinary general meeting held on 3 April 2025, a reduction of the share capital was resolved, which was at that time the largest possible reduction given that Euroclear Sweden AB does not operate with a quota value lower than SEK 0.01.

The purpose of the currently proposed reduction of the share capital is to further optimize the Company’s capital structure and to achieve a share capital that better reflects the Company’s needs and is customary for companies of comparable size and commercial positioning.

The proposed reduction of the share capital does not involve any disbursement of funds and will not affect the Company’s total equity. The reduction will be carried out through a reallocation within equity, whereby a maximum of SEK 63,725,042.70 will be transferred from restricted equity (share capital) to unrestricted equity.

The board of directors, or a person appointed by the board, shall have the right to make such minor adjustments as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Item 16 – Resolution on approval of extension of loan from related party

On April 16, 2025, the Company announced via press release that an agreement had been reached with the Company’s principal shareholder, Nexttobe AB (“Nexttobe”), to extend an existing loan from Nexttobe amounting to SEK 40.5 million. The extension concerns a period of one year, i.e., from the previous maturity date of June 30, 2026, to the new maturity date of June 30, 2027.

The loan was raised under the credit facility the Company has had with Nexttobe, which was approved by the annual general meeting held on June 28, 2024. The loan carries a floating interest rate corresponding to Swestr 3M + 4 percentage points, but never less than 6 percent. Interest is paid quarterly in arrears.

At the time of the agreement on the extension of the loan, Nexttobe owned approximately 23.89 percent of the shares in the Company and was therefore considered a related party to the Company. Transactions with related parties require approval by the general meeting if the transaction value exceeds SEK 1 million or 1 percent of the Company’s market capitalization at the time of the transaction. For loans, the transaction value is calculated based on the loan interest and any arrangement fees.

The board of directors considers the loan terms to still be on market terms and believes that the extension is in the best interest of the Company. The general meeting is therefore proposed to resolve to approve the extension of the loan until June 30, 2027.

Item 17 – Resolution on authorisation for the board of directors to decide on the issue of new shares, warrants and/or convertibles

The board of directors proposes that the general meeting of shareholders resolves to authorise the board of directors for the period up to the next annual meeting of shareholders to resolve, on one or several occasions, to increase the Company’s share capital by an amount corresponding to a maximum of twenty (20) percent of the Company’s registered share capital at the time the authorisation is invoked for the first time. 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 with other terms and conditions in accordance with the Swedish Companies Act.

An issue in accordance with this authorisation shall be on market conditions. The board of directors shall have the authority to determine the terms and conditions regarding issues under this authorisation and what persons shall be entitled to subscribe for the shares, warrants and/or convertible instruments. The reason to propose that the board of directors shall be authorised to resolve on an issue with deviation from the shareholders’ pre-emption rights and/or with a provision for issue in kind and set-off or otherwise on such terms and conditions as referred to above is that the Company shall be able to issue shares, warrants and/or convertible instruments in order to raise capital to the Company or entering into strategically important collaborations or agreements. If the board deems it appropriate to facilitate the delivery of shares in connection with an issue in accordance with this authorisation, the issue can take place at a subscription price that corresponds to the quota value of the shares (provided that the Company ensures through relevant agreements that the Company receives market compensation for the issued the shares).

It is proposed that the CEO is authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Majority requirements

For resolutions pursuant to the board of directors’ proposals under items 14 (reverse share split), 15 (reduction of share capital), and 17 (authorisation), approval by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting is required.

For the resolution pursuant to the board of directors’ proposal under item 16, approval by shareholders representing at least half of both the votes cast and the shares represented at the meeting is required. However, shares and votes held directly or indirectly by Nexttobe AB and its board members shall not be taken into account.

Number of shares and votes

The Company has a total of 6,430,039,725 shares in the Company, all common shares. The total number of votes are 6,430,039,725. Further, the Company holds 328,472 common shares, corresponding to a total of 328,472 votes. The Company may not vote for its own shares. The stated numbers include the 1,981,751,629 shares, with associated voting rights, that have been issued through the exercise of warrants of series TO1 and which the Company expects to be registered with the Swedish Companies Registration Office no later than during week 22.

Shareholders’ right to information at the annual 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 or the Company’s financial position as well as the Company’s relationship to other group companies. 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 annual report and the auditor’s report, the board’s report on the remuneration committee’s evaluation of remuneration to senior executives, the auditor’s statement regarding compliance with the guidelines for remuneration to senior executives, and the board’s complete proposals as well as other documents according to the Swedish Companies Act 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) no later than Thursday 5 June 2025. The nomination committee’s proposal and motivated statement will be available on the address stated above as well as on the website stated above no later than four weeks before the general meeting. 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 annual 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 May 2025

Q-linea AB (publ)

The board of directors