Bulletin from the extraordinary shareholders’ meeting in Qlife Holding AB
Today, on 19 November 2020, an extraordinary shareholders’ meeting was held in Qlife Holding AB. A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority.
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.
Resolution on (A) employee option program; and (B) directed issue of warrants and approval of transfer of warrants
The meeting resolved in accordance with the proposal from the board of directors to implement an employee option program for employees and on a directed issue of warrants as well as an approval of transfer of warrants.
The employee option program shall comprise a maximum of 185,000 employee options. The holders can exercise allotted and vested employee options during the period 1 December – 31 December 2023. Each employee option entitles the holder a right to acquire one new share in the company against cash consideration at a subscription price amounting to SEK 38. The employee options shall be allotted without consideration, and the employee options shall not constitute securities and shall not be able to be transferred or pledged.
In order to enable the company's delivery of shares under the employee option program, the meeting also resolved to issue a maximum of 185,000 warrants to the company’s wholly-owned subsidiary, Qlife ApS. The warrants may thereafter be transferred to the participants in the employee option program without consideration in connection with the exercise of the employee options. The purposes for the implementation of the employee option program and the deviation from the shareholders’ preferential rights are to secure a long-term commitment for the employees and key persons in the company through a compensation system which is linked to the company’s future value growth. Through the implementation of a share based incentive program, the future value growth in the company is encouraged, which implies common interests and goals for the shareholders of the company and employees. Such share based incentive program is also expected to increase the company’s possibilities to retain competent persons.
In the event that all warrants that are issued in relation to the proposed employee option program are exercised for subscription of shares, a total of 185,000 shares will be issued, which corresponds to a dilution of approximately 1.13 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 185,000 warrants proposed to be issued in relation to the employee option program, all 486,108 warrants issued in relation to existing incentive programs, as well as the exercise of all 4,472,600 warrants series TO1 that were issued in the unit issue which was resolved in connection with the initial public offering of the company in the beginning of 2020.
Helsingborg on 19 November 2020
Qlife Holding AB (publ)