Notice of Extraordinary General Meeting 2025 in Qlife Holding AB

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.

Notification etc.

Anyone wishing to participate at the meeting shall:

• be listed as a shareholder in the share register maintained by Euroclear Sweden AB as of the record date, which is 13 March 2025, and
• give notice of the intent to participate at the meeting no later than 17 March 2025. Registration is made by post to Qlife Holding AB, Extraordinary general meeting, Nellickevägen 22, 412 63 Göteborg or by e-mail, info@egoo.health.

The notification should state full name, personal or corporate identity number, shareholding, address, daytime telephone number and, where applicable, details of proxies, representatives and assistants. The number of assistants may not exceed two (2). The notification should, where applicable, be
accompanied by proxy, registration certificates and other documents of authority.

Nominee-registered shares

In order to be entitled to participate at the meeting, a shareholder whose shares are registered in the name of a nominee, through a bank or other nominee, must, in addition to giving notice of attendance at the meeting, register the shares in its own name with Euroclear Sweden AB so that the shareholder is entered in the share register as of 13 March 2025. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines in such time in advance as the nominee determines. Voting rights registrations made no later than the second business day after 13 March 2025 will be taken into account in the preparation of the share register.

Proxies

If a shareholder is to be represented by a proxy, the proxy must bring a written, dated power of attorney signed by the shareholder to the meeting. The power of attorney may not be older than one (1) year, unless a longer period of validity (however, no longer than five (5) years) has been specified in the proxy. If the power of attorney is issued by a legal entity, the proxy must also bring the current registration certificate or equivalent authorisation document for the legal entity. To facilitate registration, a copy of the power of attorney and other authorisation documents should be attached to the notification to attend the meeting. A template proxy form will be available on the Company's website (www.qlifeholding.com) and at the Company's head office and will be sent by post to shareholders who contact the Company and state their address. 

Proposed agenda

1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons who shall approve the minutes of the meeting.
6. Determination of whether the meeting has been duly convened.
7. Resolution regarding the number of members of the board of directors.
8. Resolution regarding remuneration to the members of the board of directors.
9. Election of new board of directors and chairman of the board.
10. Closing of the meeting.

Proposed resolutions

Item 7: Resolution regarding the number of members of the board of directors

Shareholders representing more than 34 per cent of all votes in the Company at the time of this notice, propose that five ordinary board members be appointed for the period until the end of the next annual general meeting.

Item 8: Resolution regarding remuneration to the members of the board of directors

Shareholders representing more than 34 per cent of all votes in the Company at the time of this notice, propose that Flemming Pedersen, Jørgen Drejer and Jacob Glenting, in the event that they are elected to the board of directors, for the period until the end of the next Annual General Meeting, shall not receive any remuneration for the assignment.

Item 9: Election of new board of directors and chairman of the board

Shareholders representing more than 34 per cent of all votes in the Company at the time of this notice propose that Lars Staal Wegner and Mikael Persson are re-elected as ordinary board members, that Flemming Pedersen, Jørgen Drejer and Jacob Glenting are elected as new ordinary board members and that Flemming Pedersen is elected as chairman of the board. Lars Bangsgaard (chairman) and Thomas Warthoe (board member) have declined re-election.

Flemming Pedersen, born 1965, is CFO and Executive Vice President of Better Collective, listed on Nasdaq Stockholm and Nasdaq Copenhagen. Flemming Pedersen has 25 years of experience in executive  positions in listed companies and more than 20 years of experience within the pharmaceutical industry. Flemming Pedersen has held more than 10 board positions in both public and private companies, mainly within the pharmaceutical industry. Flemming Pedersen holds 119,061 shares in Qlife Holding AB.

Jørgen Drejer, born 1955, holds a PhD in neurobiology from the University of Copenhagen and has over 30 years of experience in discovering and developing new medical treatments. Jørgen Drejer's research has founded several companies and he has published over 75 scientific articles and developed more than 30 drug discovery and development programmes. Jørgen Drejer previously founded both Saniona and NeuroSearch A/S, where he was also Chief Scientific Officer. Jørgen Drejer is a board member of Saniona (chairman) and Cephagenix and has previously been a board member of a number of life science companies including biotech, diagnostics and medical device companies such as NeuroSearch, Origio, NsGene, Atonomics, Delta, Ellegaard, 2CureX, Monta Biosciences. Jørgen Drejer has also been a board member of the Danish National Research Council for Independent Research and is a member of the Danish Academy for Technical Sciences. Jørgen Drejer holds 1,016,313 shares in Qlife Holding AB.

Jacob Glenting, born 1974, holds a PhD in vaccine development from the Techincal University of Denmark and is a pharmaceutical commercialisation expert with broad experience in R&D, biotech investments, M&A, large pharma partnerships and new market entries. Jacob Glenting has deep experience in transactions with a focus on how to tailor these in accordance with the company's long-term strategy. Jacob Glenting is currently part of ALK Abello's executive leadership team and responsible for "Global Strategy and Corporate Development". Jacob Glenting has previous experience from ALK in Global Marketing, General Manager of International Markets and Corporate Business Development. Jacob Glenting has previously worked at Bioneer A/S as head of a research group. Jacob Glenting holds no shares in Qlife Holding AB.

Information on the board members proposed for re-election is available on the Company's website (www.qlifeholding.com).

Information at the extraordinary general meeting

Shareholders present at the extraordinary general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).

Documentation

The complete proposals for resolutions and other documents to be provided prior to the extraordinary general meeting in accordance with the Swedish Companies Act will be made available at the Company and on the Company's website, www.qlifeholding.com, at least two weeks prior to the date of the
extraordinary general meeting and will be sent free of charge to shareholders who so request and provide their postal address. In other respects, the board of directors' complete proposals for resolutions are set out in the notice.

Processing of personal data

For information on how your personal data is processed, please refer to the privacy policy available on the Euroclear website, https://www.euroclear.com/dam/ESw/Legal/ES_PUA_Privacy_notice_bolagsstammor.pdf.  

Number of shares and votes in the Company

The total number of shares and votes in the Company as of the date of this notice amounts to 7,060,581. The Company does not hold any own shares.

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Göteborg in March 2025

Qlife Holding AB (publ)

The Board of Directors

For more information, contact: 

Thomas Warthoe

Chief Executive Officer (CEO)
Phone: +45 21 63 35 34
E-mail: tw@egoo.health