Bulletin from the extraordinary general meeting in Qlife Holding AB on 16 January 2024
Today, on 16 January 2024, an extraordinary general meeting was held in Qlife Holding AB. A summary of the adopted resolutions follows below.
Resolution on (A) amendment of the Articles of Association; and (B) reduction of the share capital without redemption of shares
The extraordinary general meeting resolved in accordance with the proposal from the board of directors to amend the provisions in the Articles of Association regarding the limits for the company’s share capital. In addition, the extraordinary general meeting resolved to reduce the company’s share capital by SEK 48,417,131.175, without redemption of shares, for allocation to non-restricted equity. The reduction of the share capital entails that the share’s quota value changes from SEK 0.08 to SEK 0.005 per share.
Resolution on amendment of the Articles of Association
The extraordinary general meeting resolved in accordance with the proposal from the board of directors to amend the provisions in the Articles of Association regarding the limits for the company’s share capital and the number of shares.
Resolution on approval of the board of directors’ resolution on rights issue of units
The extraordinary general meeting resolved in accordance with the proposal from the board of directors to approve the board of directors’ resolution of 12 December 2023 on a rights issue of a maximum of 215,187,249 units. Those who are registered as shareholders in the company on the record date 8 February 2024 will receive one (1) unit right per existing share. Three (3) unit rights entitle to subscription of one (1) unit in the company at a subscription price of SEK 0.23 per unit, which corresponds to a subscription price of SEK 0.01 per share. Each unit consists of twenty-three (23) new shares, eight (8) warrants series TO 4 (“TO 4”) and eight (8) warrants series TO 5 (“TO 5”). In total, the issue comprises a maximum of 4,949,306,727 shares, a maximum of 1,721,497,992 TO 4 and a maximum of 1,721,497,992 TO 5. One (1) TO 4 entitles the right to acquire one (1) new share in the company against cash consideration amounting to SEK 0.02 per share. One (1) TO 5 entitles the right to acquire one (1) new share in the company against cash consideration amounting to SEK 0.0225 per share. The TO 4 may be exercised during the period 7–21 June 2024. The TO 5 may be exercised during the period 21 November–5 December 2024.
Upon full subscription of all shares that are issued in the rights issue, the share capital will increase with a maximum of SEK 24,746,533.635 (based on the new quota value after resolution by the extraordinary general meeting). Upon full subscription of all warrants series TO 4 that are issued in the rights issue, the share capital will increase with a maximum of SEK 8,607,489.96 (based on the new quota of SEK 0.005 per share). Upon full subscription of all warrants series TO 5 that are issued in the rights issue, the share capital will increase with a maximum of SEK 8,607,489.96 (based on the new quota of SEK 0.005 per share). The subscription period in the Rights Issue runs from and including 12 February 2024 up to and including 26 February 2024.
Resolution on (A) amendment of the Articles of Association; and (B) increase of the share capital through a bonus issue without issuing new shares
The extraordinary general meeting resolved in accordance with the proposal from the board of directors to amend the provisions in the Articles of Association regarding the limits for the company’s share capital. In addition, the extraordinary general meeting resolved to increase the company’s share capital by SEK 48,417,131.175 through a bonus issue, without issuing new shares, by transferring a corresponding amount from non-restricted equity.
Resolution on (A) amendment of the Articles of Association; and (B) reduction of the share capital without redemption of shares
The extraordinary general meeting resolved in accordance with the proposal from the board of directors to amend the provisions in the Articles of Association regarding the limits for the company’s share capital. In addition, the extraordinary general meeting resolved to reduce the company’s share capital with an amount in SEK that corresponds to the increase of the share capital attributable to the new shares issued pursuant to the rights issue resolved by the extraordinary general meeting minus the minimum amount required to achieve an appropriate quota value for the company’s share. The reduction shall be carried out without redemption of shares by changing the quota value of the share. The reduction amount shall be used for allocation to non-restricted equity.
Helsingborg on 16 January 2024
Qlife Holding AB (publ)