Bulletin from the extraordinary general meeting in Qlife Holding AB on 27 September 2022
Today, on 27 September 2022, an extraordinary 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 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 24 August 2022 on a rights issue of a maximum of 10,839,444 units (the “Rights Issue”). Those who are registered as shareholders in the company on the record date 29 September 2022 will receive one (1) unit right per existing share. Ten (10) unit rights entitle to subscription of seven (7) units in the company at a subscription price of SEK 7 per unit, which corresponds to a subscription price of SEK 7 per share. 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. 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 2023 up to and including 2 June 2023, however not more than SEK 10 per share (the subscription price cannot be lower than the quotient value of the share). The TO 2022 may be exercised during period from and including 7 June 2023 up to and including 21 June 2023.
Upon full subscription of all shares that are issued in the Rights Issue, the company’s share capital will increase with a maximum of SEK 867,155.52. Upon full subscription of all TO 2022 that are issued in the Rights Issue, the company’s share capital will increase with a maximum of SEK 867,155.52. The subscription period in the Rights Issue runs from and including 3 October 2022 up to and including 17 October 2022.
Resolution on authorization for the board of directors to resolve on new issues of shares
The extraordinary general meeting resolved, in accordance with the proposal from the board of directors, to authorize the board of directors, up until the next annual general 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 those that have entered into guarantee undertakings in order to secure the Rights Issue (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. 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 as 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.