2022-08-24 08:05

Notice of extraordinary general meeting in Qlife Holding AB

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

Right to participate and notification

Shareholders wishing to participate in the meeting must:

• partly be listed in the company’s share register kept by Euroclear Sweden AB as of Monday 19 September 2022;

• partly have given a notice of their intention to participate to the company no later than on Wednesday 21 September 2022, by mail to Qlife Holding AB, att: Stämma, Redaregatan 48, SE-252 36 Helsingborg, Sweden or by e-mail to info@egoo.health. The notification should specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Wednesday 21 September 2022. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

Proxy etc.

In case the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the meeting. A template power of attorney is available at the company website (www.qlifeholding.com) and will be sent to shareholders who request it and state their address.

Proposed agenda

0. Opening of the meeting.

1. Election of chairman of the meeting.

2. Preparation and approval of the voting register.

3. Approval of the agenda.

4. Election of one or two persons to verify the minutes.

5. Determination as to whether the meeting has been duly convened.

6. Resolution on amendment of the Articles of Association.

7. Resolution on approval of the board of directors’ resolution on rights issue of units.

8. Resolution on authorization for the board of directors to resolve on new issues of shares.

9. Closing of the meeting.

Proposed resolutions

Item 1: Election of chairman of the meeting

The board of directors proposes that the chairman of the board of directors Mette Gross is elected as chairman of the meeting.

Item 6: Resolution on amendment of the Articles of Association

The board of directors proposes that the meeting resolves to amend the company’s Articles of Association as follows:

§4 Share capital

Current wording

The share capital shall not be less than SEK 536,000 and shall not exceed SEK 2,144,000.

Proposed wording

The share capital shall not be less than SEK 1,200,000 and shall not exceed SEK 4,800,000.

§5 Number of shares

Current wording

The number of shares shall not be less than 6,700,000 and shall not exceed 26,800,000.

Proposed wording

The number of shares shall not be less than 15,000,000 and shall not exceed 60,000,000.

The resolution on amendment of the Articles of Association presupposes and is conditional on the meeting resolving to approve the board of directors’ resolution on rights issue of units in accordance with the board of directors’ proposal to the meeting.

Item 7: Resolution on approval of the board of directors’ resolution on rights issue of units

The board of directors proposes that the meeting resolves to approve the board of directors’ resolution of 24 August 2022 on issue of a maximum of 10,839,444 units consisting of shares and warrants in accordance with the following conditions:

1. Each unit consists of one (1) new share and one (1) warrant series 2022 (“TO 2022”). In total, the issue comprises a maximum of 10,839,444 shares and a maximum of 10,839,444 TO 2022.

2. The subscription price shall be SEK 7. Any amount exceeding the quotient value of the shares shall be added to the free share premium reserve. The warrants are issued without consideration.

3. Subscription of units with preferential rights shall be made by exercise of unit rights. The right to receive unit rights for subscription of units with preferential rights shall vest in those who, on the record date, are registered as shareholders and thereby are allotted unit rights in relation to their shareholding as of the record date.

4. The record date for receipt of unit rights and the right to participate in the issue with preferential rights shall be 29 September 2022.

5. Each existing share entitles to one (1) unit right and ten (10) unit rights entitle to subscription of seven (7) units.

6. If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the issue:

1. firstly, to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units;

2. secondly, to those who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of units; and

3. thirdly, to those who have provided underwriting commitments regarding subscription of units, in proportion to such underwriting commitments.

To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.

7. Subscription of units by exercise of unit rights shall be made through cash payment during the time period from and including 3 October 2022 up to and including 17 October 2022. Subscription of units through payment means that the subscriber authorizes an issuing agent engaged by the company to execute subscription on a subscription list regarding the number of free-of-charge warrants that the subscribed units consist of.

Subscription of units without exercise of unit rights shall be made on a separate subscription list during the same time period as subscription by exercise of unit rights shall be made. Payment for units subscribed for without exercise of unit rights is to be made no later than the third banking day after notice on the allotment has been sent to the subscriber through promissory note.

The board of directors shall have the right to prolong the time period for subscription and payment.

8. Subscription can only be made in units and thus not by shares or warrants individually. Allotment may only be made in units. However, after the issue, the shares and warrants will be separated.

9. The shares issued in connection with the unit issue convey right to dividends as from the first record date for dividends occurring after the issue resolution.

10. For TO 2022 and the exercise of the subscription right, the following terms and conditions inter alia applies:

1. that one (1) TO 2022 entitles the right to acquire one (1) new share in the company against cash consideration amounting to 70 per cent of the volume-weighted average price of the company’s share during the period from and including 22 May 2022 up to and including 2 June 2022, however not more than SEK 10 per share (though the subscription price cannot be lower than the quotient value of the share). The subscription price shall be rounded off to the nearest whole öre (SEK 0.01). Any amount exceeding the quotient value of the shares shall be added to the free share premium reserve.

2. that the subscription price and the number of shares that each TO 2022 entitles right to subscribe for shall be subject to customary recalculation formulas upon split or consolidation of shares, rights issue and similar events;

3. that the warrants may be exercised during the period from and including 7 June 2023 up to and including 21 June 2023; and

4. that a share issued pursuant to subscription confers right to dividends from the first record date for dividends that occurs following effectuation of the subscription to such extent that the share has been recorded as interim share in the company’s share ledger.

11. Upon full subscription of all shares that are issued in the rights issue, the share capital will increase with a maximum of SEK 867,155.52.

12. Upon full subscription of all warrants series TO 2022 that are issued in the rights issue, the share capital will increase with a maximum of SEK 867,155.52. 

13. The resolution on rights issue presupposes and is conditional on the limits for share capital and number of shares in the articles of association being changed in accordance with the board of directors’ proposal to the meeting.

Item 8: Resolution on authorization for the board of directors to resolve on new issues of shares

In order to enable new issues of shares as guarantee compensation to those that have entered into guarantee undertakings in order to secure the rights issue of units as described below (the “Guarantors”), the board of directors proposes that the meeting resolves to authorize the board of directors, up until the next annual meeting, at one or several occasions, with deviation from the shareholders’ preferential rights, and with or without provisions regarding set-off or other provisions, to resolve on new issues of shares to the Guarantors.

Upon exercise of the authorization, the subscription price shall correspond to SEK 7 per share which corresponds to the subscription price per share in the rights issue of units that was resolved upon by the board of directors on 24 August 2022, and which is proposed for approval on the meeting.

The purpose of the authorization and reason for the deviation from the shareholders’ preferential rights is to be able to carry out new issues of shares to regulate guarantee compensation to the Guarantors. The number of shares that may be issued through the authorization shall not exceed the total number of shares that corresponds to the agreed guarantee compensation that the company shall pay to the Guarantors.

The resolution on authorization for the board of directors to resolve on new issues of shares presupposes and is conditional on the meeting resolving to approve the board of directors’ resolution on rights issue of units in accordance with the board of directors’ proposal to the meeting.

Particular majority requirements

For valid resolutions on the proposals pursuant to items 6 and 8 the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting.

Information at the meeting

Shareholders present at the meeting have the right to request information regarding circumstances that may affect the assessment of items on the agenda pursuant to Chapter 7, Section 32 Item 1 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

Meeting documents

The complete proposals and relating documents according to the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) and other documents for the meeting, will be available at the company’s office at Redaregatan 48, SE-252 36 Helsingborg, Sweden and at the company’s website (www.qlifeholding.com) as from no later than three weeks prior to the meeting, and will also be sent to shareholders who request it and state their address. Copies of the documents will also be available at the

meeting.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Number of shares and votes in the company

As of the date of this notice to attend the meeting, the total number of shares and votes in the company amounts to 15,484,927. The company does not hold any own shares.

____________________

Helsingborg in August 2022

Qlife Holding AB (publ)

The Board of Directors

This disclosure contains information that Qlife Holding AB is obliged to make public pursuant to the Swedish Securities Markets Act (2007:528). The information was submitted for publication, through the agency of the contact person, on 24-08-2022 08:05 CET.