NOTICE OF EXTRAORDINARY GENERAL MEETING IN Q-LINEA AB (PUBL)
The shareholders in Q-linea AB (publ), reg. no. 556729-0217 (the “Company”) are hereby convened to an extraordinary general meeting on April 3, 2025, at 14.00 at Advokatfirman Lindahl’s premises on Vaksalagatan 10, Uppsala, Sweden.
Right to attend the general meeting
Shareholders who wish to participate in the meeting shall, in order to have the right to participate:
- be registered in your own name (not nominee-registered) in the share register kept by Euroclear Sweden AB on the record day for the meeting, that is Wednesday March 26, 2025,
- notify his or her intention to attend the general meeting on Monday March 31, 2025 at the latest by email to q-linea@lindahl.se or by mail to Q-linea AB (publ), c/o Advokatfirman Lindahl KB, Att: Olle Swärd Brattström, Box 1203, 751 42 Uppsala.
Such notification shall include the shareholder’s name, personal identification number or company registration number (or similar), address and telephone number, number of shares, details on advisors (no more than two), if any, and where applicable, details of representatives or proxies.
Nominee-registered shares
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name (so-called voting rights registration) in the share register kept by Euroclear Sweden AB so that the shareholder is entered in the share register as of the record date on Wednesday March 26, 2025. The shareholders must therefore advise their bank/nominee well in advance of such date. Voting rights registration requested by shareholders at such a time that the registration has been made by the relevant nominee no later than Friday March 28, 2025 will be taken into account in the share register.
Proxy
Shareholders represented by proxy must submit a dated proxy. If the proxy is executed by a legal person, a copy of the certificate of registration or equivalent must be attached. The proxy may not be valid for a period longer than five years from its issuance. The original proxy (together with any authorisation documents such as certificate of registration) should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. A blank proxy form is available at the Company’s website, www.qlinea.com.
Proposed agenda
- Opening of the general meeting and election of chairman of the general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Resolution on amendment of the articles of association
- Resolution on reduction of the share capital
- Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The nomination committee proposes Mattias Prage, at Lindahl Law Firm, to be elected chairman for the meeting.
Item 6 – Resolution on amendment of the articles of association ¨
In order to implement the reduction of share capital under item 7 below, the board of directors propose that the general meeting resolve to amend the articles of association as follows:
| Current wording | Proposed wording |
| § 4 Share capital | § 4 Share capital |
| The share capital shall be not less than SEK 108,000,000 and not more than SEK 432,000,000. | The share capital shall be not less than SEK 21,600,000 and not more than SEK 86,400,000. |
The resolution to amend the articles of association is conditional upon the general meeting resolving on the board’s proposal under item 7 agenda.
Item 7 – Resolution on reduction of the share capital
The board of directors proposes that the general meeting resolve to reduce the Company's share capital by SEK 177,931,523.84 to be allocated to unrestricted equity. Consequently, the share capital will be reduced from SEK 222,414,404.80 to SEK 44,482,880.96. As a result, the quota value of the Company’s shares will reduce from SEK 0.05 per share to SEK 0.01 per share. The reduction shall be implemented without withdrawal of shares. The reduction is carried out to achieve a more appropriate share capital for the Company and to reduce the risk of the Company having to take measures in accordance with the regulations on balance sheet control, which is required under the Swedish Companies Act if the Company's equity falls below half of the registered share capital. The reduction is also desirable considering the upcoming exercise of warrants of series TO1 to ensure that the discount to the volume-weighted average price can be applied (however, according to Euroclear Sweden AB's system, it is technically not possible to have an exercise price below one (1) Swedish öre).
The calculation of the capital reduction outlined above includes the 443,087,860 shares, along with the share capital represented by these shares, which were subscribed by Ulf Landegren through Landegren Gene Technology AB in the recent issues carried out by the Company. These shares are expected to be registered with the Swedish Companies Registration Office in March 2025, provided the investment is either left without action or approved by the Inspectorate of Strategic Products. If these shares are not registered in time or the Inspectorate of Strategic Products does not leave the investment without action, the board proposes an alternative reduction of the share capital by SEK 160,208,009.44. In this case, the share capital would be reduced from current SEK 200,260,011.80 to SEK 40,052,002.36. This alternative would also result in a nominal value of SEK 0.01 per share.
The resolution on reduction of the share capital is conditional upon the general meeting resolving on an amendment to the articles of association in accordance with the board’s proposal under item 6 on the agenda. The board of directors further proposes that the board of directors or whomever the board appoints be authorized to make such minor adjustments to the meeting’s resolution as may prove necessary in connection with registration and/or implementation of the resolution.
The reduction of share capital requires authorization from the Swedish Companies Registrations Office. In addition, the resolution requires amending the articles of association.
Number of shares and votes
As of the date of this notice, there are a total of 4,005,200,236 shares in the Company, all common shares. The total number of votes are 4,005,200,236. Further, the Company holds 328,472 common shares in itself, corresponding to a total of 328,472 votes. The Company may not vote for its own shares.
Majority requirements
A resolution in accordance with item 6 and 7 above requires, for its validity, support from shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Shareholders' right to information at the general meeting
The board of directors and the CEO shall, upon request by any shareholder, and where the board of directors believes that such may take place without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda. Anyone who wants to send in questions in advance can send them to Q-linea AB (publ), att: Christer Samuelsson, c/o Uppsala Science Park, 751 83 Uppsala, Sweden.
Documentation
The board’s proposals for decisions as well as other documents according to the Swedish Companies Act will be held available at the Company’s office (Dag Hammarskjölds väg 52 B in Uppsala) and on the Company’s website (www.qlinea.com). The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address.
In connection with the general meeting, the Company will process personal data in accordance with its privacy notice, available on the Company’s website, www.qlinea.com.
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Uppsala in March 2025
Q-linea AB (publ)
The board of directors