Bulletin from the annual general meeting in Qlife Holding AB 5 May 2021
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.
Today, on 5 May 2021, the annual general meeting was held in Qlife Holding AB. In light of the ongoing Covid-19 pandemic and in order to reduce the risk of infection spreading, the annual general meeting was held only by advance voting (postal vote) in accordance with temporary legislation. A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority.
Resolution on adoption of accounts and allocation 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 SEK 72,183,988 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 2020.
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 Mette Gross, John Moll, Niklas Marschall and Thomas Warthoe as board members, and to elect Mette-Marie Harild, Ulrik Harrysson and Mikael Persson as new board members. Mette Gross was re-elected as chairman of the board of directors.
Furthermore, 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 Olof Andersson and Jörgen Lövgren as the company’s auditors, and that remuneration for the auditors shall be paid in accordance with customary norms and approved invoice.
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 total number of shares that that may be issued pursuant to the authorization, alternatively be issued through exercise of warrants and/or conversion of convertibles, shall not exceed 2,793,610 shares. 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 implementation of a long-term incentive program for new board members
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to implement a long-term incentive program for the new board members Mette-Marie Harild, Ulrik Harrysson and Mikael Persson based on issue of warrants.
The warrants program shall comprise a maximum of 150,000 warrants, whereby the right to subscribe for the warrants only shall vest in the new board members Mette-Marie Harild, Ulrik Harrysson and Mikael Persson, who shall have the right to subscribe for 50,000 warrants each.
Each warrant entitles the right to subscribe for one new share in the company for a subscription price per share corresponding to 150 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for shares in the company during the period from and including 6 May 2021 to and including 12 May 2021. Subscription of shares by virtue of the warrants may be effected from and including 1 May 2024 to and including 31 May 2024.
The warrants shall be issued to the fair market value of the warrants at the time of subscription, which shall be determined by an independent valuation institute in accordance with the Black & Scholes valuation formula.
The Nomination Committee considers that a share-based incentive program is an important part of a competitive remuneration package in order to attract, retain and motivate internationally qualified board members of the company and to stimulate the board members to perform their utmost in order to maximize value creation for all shareholders. Therefore, the Nomination Committee considers that the warrants program will increase the new board members commitment to the company’s operations, strengthen the loyalty to the company and be beneficial for the company as well as its shareholders.
In case all warrants that are issued in relation to the warrants program are exercised for subscription of shares, a total of 150,000 shares will be issued.
Helsingborg on 5 May 2021
Qlife Holding AB (publ)
Mette Gross, Chair Qlife Holding AB
E-mail: mette.gross@lehdab.com
Tel. No.: +46 (0)73-517 85 25
About Qlife
Qlife is a medical device company that seeks to revolutionize the clinical biomarker market for whole blood testing by taking it out of the lab and into the homes. This will facilitate easy access to blood sample results and in turn facilitate increased monitoring of parameters that enables care improvement.
Shares for Qlife are being traded on Nasdaq First North Growth Market in Stockholm with G&W Fondkommission as certified advisor (phone: +46 (0) 8-503 000 50, e-mail: ca@gwkapital.se).
Read more on Egoo.health, Qlifeholding.com or follow us on LinkedIn.