Bulletin from the annual general meeting in Qlife Holding AB 4 May 2023
On 4 May 2023, 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 of in total SEK 89,303,548 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 2022.
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 Thomas Warthoe, Mette-Marie Harild and Mikael Persson as ordinary board members and to elect Lars Staal Wegner and Lars Bangsgaard as new ordinary board members. It was furthermore resolved to elect Lars Bangsgaard as new chairman of the board of directors.
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 to re-elect BDO Sweden AB as accounting firm, and that remuneration for the auditors shall be paid in accordance with customary norms and approved invoice. BDO Sweden AB has informed that the authorized public accountant Jörgen Lövgren will continue as the responsible auditor.
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 authorization shall be limited so that the board of directors may resolve on issue of shares, convertibles and/or warrants that entails the issuance of or conversion into shares, corresponding to a maximum of 15 percent of the total number of shares in the company at the time of the first issue resolution. 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 senior executives and key employees and on a directed issue of warrants and approval of transfer of warrants.
The employee option program shall comprise a maximum of 40,630,656 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 0.13. The employee options are allotted without consideration and are vested by 1/3 each on 31 May 2024, on 31 May 2025 and on 31 May 2026.
Allotted and vested employee options can be exercised during the period as from 1 June 2026 up to and including 30 June 2026.
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 40,630,656 shares will be issued.
Helsingborg on 4 May 2023
Qlife Holding AB (publ)