Bifogade filer
Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | Small Cap Stockholm |
Sektor | Hälsovård |
Industri | Medicinteknik |
The annual general meeting of Q-linea AB (publ) (the “Company”), org.nr. 556729-0217, was held on 26 June 2025 in Uppsala, Sweden, at which the shareholders mainly passed the following resolutions. All decisions were made with the majority necessary.
The general meeting was held at Advokatfirman Lindahl's premises at Vaksalagatan 10 in Uppsala. For more detailed information on the content of the resolutions, please see the complete notice of the annual general meeting that is available on the Company’s website, www.qlinea.com. Minutes from the annual general meeting will be provided on the said website within two weeks from the day of the meeting. At the annual general meeting, the CEO gave a short presentation, which is available at the following link Årsstämma 2025 | Q-linea.
Annual report and results
The annual general meeting adopted the income statements and the balance sheets and resolved, in accordance with the board of directors’ proposal, that the result according to the approved income statement should be transferred to a new account. No dividends are to be paid.
Discharge from liability
The annual general meeting granted the members of the board of directors and the previous chief executive officer Jonas Jarvius discharge from liability for the management of the Company’s business for the financial year of 2024.
Remuneration to the board of directors and the auditor
The annual general meeting resolved that remuneration to the board of directors shall be paid in the amount of SEK 500,000 to the chairman, SEK 375,000 to the vice chairman and SEK 250,000 to each of the other board members.
The annual general meeting resolved that remuneration to the board committees shall remain unchanged. The chairman of the remuneration committee shall receive SEK 40,000 per year, and each of the other members of the remuneration committee shall receive SEK 20,000 per year. Furthermore, it was resolved that the chairman of the audit committee shall receive SEK 90,000 per year, and each of the other members of the audit committee shall receive SEK 45,000 per year.
The annual general meeting resolved that fees to the auditor shall be paid in accordance with approved invoices.
Election of board of directors and auditor
The annual general meeting resolved that the board of directors should consist of six (6) directors without any deputy directors.
The annual general meeting resolved to re-elect Erika Kjellberg Eriksson, Jonas Jarvius, Mario Gualano and Karin Fischer, and to elect Johan Bygge and Sebastian Backlund, as members of the board of directors for the period until the end of the next annual general meeting. The annual general meeting also resolved to appoint Johan Bygge as chairman of the board and Mario Gualano as vice chairman of the board.
It was resolved to re-elect PricewaterhouseCoopers AB as auditor for the time until the end of the next annual general meeting.
Nomination Committee for the 2026 annual general meeting
The annual general meeting resolved that the Company, in advance of the annual general meeting in 2026, shall establish a nomination committee. The nomination committee shall be appointed by instruction from the chairman of the board of directors to the three largest shareholders in the Company on 1 September 2025 to appoint a representative each.
Remuneration report 2024
The annual general meeting resolved to approve the remuneration report for 2024 presented by the board of directors.
Adoption of guidelines for remuneration to senior executives
The annual general meeting resolved in accordance with the board of directors’ proposal to adopt new guidelines for remuneration to senior executives.
Equalization issue and reverse share split
The general meeting resolved, in accordance with the board of directors' proposal, to carry out a reverse share split, meaning that 1,000 existing shares will be combined into 1 share (1:1,000). The purpose of the reverse share split is to achieve a number of shares appropriate for the company. In order to achieve a total number of shares in the company that is evenly divisible by 1,000, the AGM resolved to increase the company's share capital by a maximum of SEK 68,332.75 by issuing a maximum of 6,833,275 new shares. The subscription price is set to the share’s quota value. The new shares may only be subscribed for by Vator Securities AB and then allotted to shareholders whose shareholding is not evenly divisible by 1,000.
In addition, the general meeting resolved to change the limits regarding the number of shares in § 5 of the Company's articles of association so that the number of shares shall be a minimum of 5,000,000 and a maximum of 20,000,000.
The general meeting further resolved to authorize the board of directors to determine the record date for the reverse share split, which may, however, not be before the time when the resolution on the reverse share split has been registered with the Swedish Companies Registration Office. Shareholders whose shareholdings on the record date are not evenly divisible by 1,000 will receive the required number of shares free of charge. Further information about the procedure for the reverse share split will be published in connection with the board of directors deciding on the record date.
Reduction of the share capital
The annual general meeting resolved to reduce the Company's share capital by a maximum of SEK 63,725,042.70 for allocation to non-restricted equity. The final reduction amount will be determined and announced by the Company after the reverse share split as set out above has been registered and completed. The Company's intention is that the share capital after the reduction shall amount to a sum that, when divided by the number of shares in the Company, gives a quota value of SEK 0.10 (10 öre) per share. The reduction shall be carried out without the cancellation of shares.
Extension of loan from related party
The annual general meeting resolved to approve an extension of an existing loan of SEK 40.5 million from the major shareholder Nexttobe AB. The extension is for one year – from the previous maturity date of 30 June 2026 to the new maturity date of 30 June 2027.
The loan has been raised within the framework of the loan facility the Company has had with Nexttobe and which was approved by the annual general meeting on 28 June 2024. The loan carries a variable interest rate corresponding to SWESTR 3M + 4 percentage points, but never lower than 6 percent. The interest is paid quarterly in arrears. At the time of the agreement on the extension of the loan, Nexttobe owned approximately 23.89 percent of the shares in the Company and was therefore considered to be a party related to the Company.
Authorisation for the board to decide on the issue of new shares, warrants and/or convertibles
The annual general meeting authorised the board of directors to, on one or more occasions during the period until the next annual general meeting, resolve to increase the Company’s share capital by an amount corresponding to a maximum of twenty (20) percent of the Company’s registered share capital at the time when the authorisation is exercised for the first time. The board of directors may, in accordance with the authorisation, resolve on the issue of shares, warrants and/or convertible loans with deviation from the shareholders’ preferential rights. New issues may be made with or without provisions on non-cash issue or an issue by way of set-off or otherwise on such terms and conditions in accordance with the Swedish Companies Act.
The board of directors shall have the right to determine the terms and conditions for issues under this authorisation and who shall have the right to subscribe for issued securities. The terms and conditions must be in line with market conditions.