Bulletin from the annual general meeting in Qlife Holding AB 5 May 2022
Today, on 5 May 2022, the annual general meeting was held in Qlife Holding AB. A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority.
Resolution on adoption of accounts and distribution of the company’s result
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. The annual general meeting also resolved in accordance with the proposal from the board of directors to allocate the company's result, meaning that no dividends are paid and that the available funds are carried forward to a new account.
Discharge from liability for the board members and the CEO
The annual general meeting resolved to discharge the board members and the CEO from liability for the financial year 2021.
Election and remuneration of the board of directors and auditors
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Mette Gross, John Moll, Thomas Warthoe, Mette-Marie Harild, Ulrik Harrysson and Mikael Persson as board members. Mette Gross was re-elected as chairman of the board of directors.
Furthermore, the annual general meeting resolved that remuneration to the board of directors shall be paid with SEK 200,000 to the chairman of the board of directors and with SEK 100,000 to each of the other board members who are not employed by the company.
Finally, the annual general meeting resolved in accordance with the proposal from the Nomination Committee to elect BDO Sweden AB as accounting firm, and that remuneration for the auditors shall be paid in accordance with customary norms and approved invoice.
Resolution on authorization for issues of shares, warrants and/or convertibles
The annual general meeting resolved in accordance with the proposal from the board of directors to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, warrants and/or convertibles. Issues may be made with or without provisions regarding payment in kind or through set-off or other provisions. The total number of shares that that may be issued pursuant to the authorization, alternatively be issued through exercise of warrants and/or conversion of convertibles, shall not exceed 3,871,232 shares. The purpose of the authorization is to enable the company to raise working capital, to execute acquisitions of companies or operating assets as well as to enable issues to industrial partners within the framework of partnerships and alliances. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made on market terms (subject to customary new issue discount, as applicable).
Resolution on (A) employee option program; and (B) directed issue of warrants and approval of transfer of warrants
The annual general meeting resolved in accordance with the proposal from the board of directors to adopt an employee option program for the company’s CFO and on a directed issue of warrants and approval of transfer of warrants.
The employee option program shall comprise a maximum of 120,000 employee options and each employee option entitles the holder a right to acquire one new share in the company at an exercise price amounting to SEK 42. The employee options are allotted without consideration and are vested by 1/3 each on 31 May 2023, on 31 May 2024 and on 31 May 2025.
Allotted and vested employee options can be exercised during the period as from 1 June 2025 up to and including 30 June 2025.
In order to enable the company’s delivery of shares under the employee option program the annual general meeting also resolved on a directed issue of warrants to a wholly owned subsidiary of the company. The subsidiary may thereafter transfer warrants to the participant upon exercises of employee options.
In the event all warrants that are issued in relation to the employee option program are exercised for subscription of shares, a total of 120,000 shares will be issued, which corresponds to a dilution of approximately 0.77 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full exercise of all 120,000 warrants proposed to be issued in relation to the employee option program.