Bulletin from the extraordinary general meeting in Qlife Holding AB on 24 March 2023

Today, on 24 March 2023, 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. The limits that are ultimately registered at the Swedish Companies Registration Office (Sw. Bolagsverket) depend on the number of shares subscribed and paid for in the Rights Issue (see definition below).
 

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 16 February 2023 on a rights issue of a maximum of 576,813,400 units (the “Rights Issue”). Those who are registered as shareholders in the company on the record date 5 April 2023 will receive twenty-five (25) unit rights per existing share. One (1) unit right entitles to subscription of one (1) unit in the company at a subscription price of SEK 0.1 per unit, which corresponds to a subscription price of SEK 0.1 per share. Each unit consists of one (1) new share and one (1) warrant series TO 3 (“TO 3”). In total, the issue comprises a maximum of 576,813,400 shares and a maximum of 576,813,400 TO 3. One (1) TO 3 entitles the right to acquire one (1) new share in the company against cash consideration amounting to SEK 0.11 per share. The TO 3 may be exercised during the period from and including 11 September 2023 up to and including 29 September 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 46,145,072. Upon full subscription of all TO 3 that are issued in the Rights Issue, the company’s share capital will increase with a maximum of SEK 46,145,072. The subscription period in the Rights Issue runs from and including 11 April 2023 up to and including 25 April 2023.
 

Resolution on authorization for the board of directors to resolve on issues

The extraordinary general meeting resolved, in accordance with the proposal from the board of directors, to authorize the board of directors in accordance with the following.

1. The board of directors shall be authorized, at one occasion, during the period up until the next annual general meeting, to resolve on a new issue of additional units consisting of shares and warrants in the event of over-subscription in the Rights Issue. The issue can be made with or without provisions regarding payment in cash, set-off or other provisions. The authorization can only be used to carry out a so called ”over-allotment issue”. The total number of shares and warrants that may be issued pursuant to the authorization under this item 1 shall not exceed 50,000,000 shares and 50,000,000 warrants. The right to subscribe for the new shares and warrants shall, with deviation from the shareholders’ preferential rights, primarily vest with strategic and professional investors which have subscribed for units in the Rights Issue without receiving full allotment. An issue resolved upon in accordance with this item 1 shall be made on the same main terms as in the Rights Issue. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights under this item 1 is to be able to satisfy any over-subscription in the Rights Issue and thereby provide the company with additional capital contributions and strategic and professional investors and to provide the opportunity for increased distribution in the company's share.
    
2. In order to enable new issues of units consisting of shares and warrants as guarantee compensation to persons who have entered into guarantee commitments (the ”Guarantors”) to secure the Rights Issue, the board of directors shall, on one or more occasions, during the period up until the next annual general meeting, with deviation from the shareholders' preferential rights and with or without provisions regarding payment in cash, set-off or other provisions, be authorized to resolve on new issues of shares and warrants to the Guarantors. Upon exercise of the authorization under this item 2, the subscription price for units shall be the same as in the Rights Issue. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights under this item 2 is to be able to carry out an issue of units as guarantee compensation to the Guarantors. The number of shares and warrants that may be issued pursuant to the authorization may not exceed the total number of shares and warrants corresponding to the agreed guarantee compensation that the company shall pay to the Guarantors.
    

The remaining issue terms in accordance with the items above shall be determined by the board of directors.

Helsingborg on 24 March 2023

Qlife Holding AB (publ)

The information was submitted for publication, through the agency of the contact person, on 24-03-2023 14:45 CET.