Bulletin from the extraordinary general meeting, and the second control meeting, in Qlife Holding AB on 8 November 2024

Today, on 8 November 2024, an extraordinary general meeting, and the second control meeting, was held in Qlife Holding AB. A summary of the adopted resolutions follows below.

Resolution on whether the company shall enter into liquidation or continue its operations

It was noted that the second control balance sheet shows that the company's total equity is fully restored. On that basis, the extraordinary general meeting resolved in accordance with the primary proposal from the board of directors that the company’s operations shall be continued.

Resolution on amendment of the Articles of Association

The extraordinary general meeting resolved, in accordance with the board's proposal, to amend the articles of association so that the board of directors has its registered office in Gothenburg and that general meetings may be held in Helsingborg, Gothenburg or Malmö.

Resolution on amendment of the Articles of Association

The extraordinary general meeting resolved, in accordance with the board's proposal, to amend the articles of association so that (i) the limits for the number of shares are amended from not being less than 2,300,000 and not exceeding 9,200,000 to not being less than 6,950,000 and not exceeding 27,800,000, and that (ii) the limits for the share capital are amended from not being less than SEK 500,000 and not exceeding SEK 2,000,000 to not being less than SEK 1,112,000 and not exceeding SEK 4,448,000.

Resolution on shareholder Jørgen Drejer's proposal for a directed share issue

The extraordinary general meeting resolved, in accordance with the shareholder Jørgen Drejer's proposal, on a directed issue of not more than 2,003,967 shares to a predetermined circle of investors in accordance with the distribution below, entailing an increase of the share capital by not more than SEK 440,872.74 For each subscribed share, SEK 2.52 shall be paid, which has been determined through negotiations between the company and external investors and corresponds to the closing price of the Company's share on Nasdaq First North Growth Market on 29 August 2024 (when the proposal was announced). Subscription for the newly issued shares shall be made on a subscription list within one week from the resolution. Payment for the subscribed shares shall be made no later than one week from the resolution.

Subscribers:

Warthoe Af 1967 ApS (owned by Thomas Warthoe, CEO), number of shares 694 444

Warthoe Af 1964 ApS (owned by Peter Warthoe), number of shares 694 444

Altia Invest ApS (owned by Lars Bangsgaard, Chairman of the Board), number of shares 615 079

Resolution on shareholder Jørgen Drejer's proposal for a directed issue of warrants

The extraordinary general meeting resolved, in accordance with shareholder Jørgen Drejer's proposal, on a directed issue of not more than 1,001,983 warrants of series TO6 to a predetermined circle of investors, entailing an increase of the share capital by not more than SEK 220,436.26. Warthoe Af 1967 ApS (owned by Thomas Warthoe, CEO), Warthoe Af 1964 ApS (owned by Peter Warthoe) and Altia Invest ApS (owned by Lars Bangsgaard, Chairman of the Board) shall be entitled to subscribe for warrants. For every two (2) shares subscribed for in accordance with the general meeting's resolution on a directed issue of shares as of 8 November 2024, the right to subscribe for one (1) warrant is granted. The warrants are issued free of charge. Subscription of the warrants shall be made on a subscription list within one week from the resolution. One (1) warrant entitles the holder to subscribe for one (1) new share in the company during the period from 1 September 2025 up to and including 19 September 2025, meaning that a total of 1,001,983 shares may be issued. The subscription price per share shall correspond to the lowest of (i) SEK 3.15 and (ii) the lowest subscription price applied in any rights issues carried out by the company during the term of the warrants, however, not less than the quota value of the share.

Resolution on reduction of the share capital

The extraordinary general meeting resolved in accordance with the proposal from the board of directors to reduce the company’s share capital by SEK 423,634.86. The reduction shall be carried out without redemption of shares. The reduction of the share capital shall be made for allocation to non-restricted equity. The reduction of the share capital shall be set at an amount in SEK (but not more than SEK 423,634.86) corresponding to the part of the increase of the share capital pursuant to the resolution on the new share issue under item 11 on the agenda that is attributable to the increase due to newly issued shares, less the amount required to achieve an appropriate quota value with two decimal places (SEK 0.16).

For more information please contact: 

Thomas Warthoe

Chief Executive Officer (CEO)

Phone: +45 21 63 35 34

E-mail: [email protected]

Qlife is a Swedish company based in Helsingborg, which develops and markets an innovative medical technology platform, Egoo.Health (”Egoo”), with the goal of giving people access to clinical biomarker data when testing at home. The company is listed on the Nasdaq First North Growth Market (ticker: QLIFE). G&W Fondkommission is the Company’s Certified Adviser. For additional information, please visit www.qlifeholding.com.