BULLETIN FROM ANNUAL GENERAL MEETING IN Q-LINEA AB (PUBL)
Q-linea AB (publ) (OMX:QLINEA), Today on 26 May 2020, Q-linea AB (publ) (the “Company”) held its annual general meeting for the financial year 2019 in Uppsala, whereby the resolutions below were adopted.
For more detailed information on the content of the resolutions, please see the complete notice of the annual general meeting. The notice of the annual general meeting and the complete proposals are available on the Company’s website, www.qlinea.com. Minutes from the annual general meeting will be provided on the said website within two weeks from the day of the meeting.
Adoption of the income statement and the balance sheet
The annual general meeting adopted the Company’s income statement and the balance sheet for the financial year 2019.
Allocation of result
In accordance with the board’s proposal, the annual general meeting resolved that no dividend will be distributed for the financial year 2019 and that the Company’s result is carried forward.
Discharge from liability
The annual general meeting resolved to discharge the board members and the chief executive officer from liability for the financial year 2019.
Remuneration to the board of directors and the auditor
In accordance with the nomination committee’s proposal, the annual general meeting resolved that an annual fee of SEK 400,000 should be paid to the board’s chairperson, and SEK 200,000 to each of the other directors.
The annual general meeting also resolved that an additional annual fee of SEK 40,000 should be paid to the chairperson of the remuneration committee, and SEK 20,000 to each of the other directors.
The annual general meeting further resolved that an additional annual fee of SEK 60,000 should be paid to the chairperson of the audit committee, and SEK 30,000 to each of the other directors.
The above fees are only payable to directors who are not employees of the Company or the Nexttobe group.
The annual general meeting resolved that the auditor’s fee is to be paid as per approved invoice.
Election of board of directors and auditor
In accordance with the nomination committee’s proposal, the annual general meeting resolved that the board shall consist of seven (7) ordinary board members and no deputy board members. The general meeting re-elected the board members Erika Kjellberg Eriksson, Mats Nilsson, Marianne Hansson, Marcus Storch, Per-Olof Wallström and Hans Johansson, and elected Mario Gualano as a new board member. It was informed that Ulf Landegren had declined re-election. Erika Kjellberg Eriksson was re-elected as chairperson of the board.
In accordance with the nomination committee’s proposal, the annual general meeting resolved to appoint the auditing firm PricewaterhouseCoopers AB as the Company’s auditor. It was informed that PricewaterhouseCoopers AB had announced that Leonard Daun, due to the rotation rules, will be replaced by the authorized auditor Lars Kylberg as the auditor in charge.
Nomination Committee
In accordance with the nomination committee’s proposal, the annual general meeting resolved that the Company shall have a nomination committee. The nomination committee shall be comprised of one representative of each of the three largest shareholders in terms of votes according to Euroclear’s transcript of the share register as per 1 September 2020.
Guidelines for remuneration to senior executives
The annual general meeting resolved to approve the board’s proposal regarding guidelines for remuneration to senior executives.
Articles of association
The annual general meeting resolved in accordance with the board’s proposal to adopt new articles of association, with the effect that paragraph 9 (Pre-registration) of the articles is amended.
Authorisation for the board to decide on the issue of new shares, warrants and/or convertibles
The annual general meeting resolved in accordance with the board’s proposal to authorize the board of directors for the period up to the next annual meeting of shareholders to resolve, whether on one or several occasions, to increase the Company’s share capital with not more than SEK 233,380. The board of directors shall be authorised to adopt decisions on an issue of shares, warrants and/or convertible instruments with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to in Chapter 2, Section 5, second paragraph, points 1-3 and 5, of the Swedish Companies Act. An issue in accordance with the authorization shall be on market conditions.
Employee stock option program 2020/2023
The annual general meeting resolved in accordance with the board’s proposal to introduce an employee stock option program for the Company’s employees.
Offering of employee stock options shall be offered to persons that are employed by the Company on 15 June 2020. The employee stock options shall be assigned to program participants free of charge. Each employee stock option shall entitle the holder to, at the achievement of certain strategic and operational goals which will be set by the board in advance, after a three-year vesting period, acquire one (1) new common share in the Company at an exercise price corresponding to 125 percent of the volume-weighted average price of the Company’s share according to Nasdaq Stockholm’s price list during the period ten (10) trading days before 26 May 2020. The subscription price can, however, in no case be less than the quotient value.
To enable the Company's delivery of shares under the program and to cover potential social security costs arising from it, the annual general meeting resolved on a directed issue of no more than 459,970 warrants, out of which 109,970 warrants were issued to cover cash flow effects from potential social security costs arising from the program.
For more information, please contact:
Jonas Jarvius, CEO, Q-linea AB
Jonas.Jarvius@qlinea.com,
+46 (0)70-323 77 60
Anders Lundin, CFO, Q-linea AB
Anders.Lundin@qlinea.com
+46 (0)70-600 15 20
The information was submitted for publication, through the agency of the contact persons set out above, at 19:30 CET on 26 May 2020.
About Q-linea
Q-linea is an innovative infection diagnostics company that primarily develops instruments and disposables for rapid and reliable infection diagnostics. Our vision is to help save lives by ensuring antibiotics continue to be an effective treatment for future generations. Q-linea develops and delivers preferred solutions for healthcare providers, enabling them to accurately diagnose and treat infectious disease in the shortest possible time. The company’s lead product ASTar® is a fully automated instrument for antibiotic susceptibility testing (AST), giving a susceptibility profile within six hours directly from a positive blood culture. For more information, please visit www.qlinea.com.
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