Bifogade filer
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
Intresserad av bolagets nyckeltal?
Analysera bolaget i Börsdata!
Vem äger bolaget?
All ägardata du vill ha finns i Holdings!
The shareholders in Q-linea AB (publ), reg. no. 556729-0217 (the “Company”) are hereby convened to the annual general meeting on Wednesday 27 May 2026, at 15.00 at Advokatfirman Lindahl’s premises at Vaksalagatan 10 in Uppsala, Sweden.
Right to attend the annual general meeting
In order to participate at the annual general meeting, shareholders must be registered in the share register kept by Euroclear Sweden AB on Tuesday, 19 May 2026 (the record date), and give notice of their attendance so that the notification is received by the Company no later than Thursday, 21 May 2026. Notification is made by e-mail to q-linea@lindahl.se or by post to the address Advokatfirman Lindahl KB, Att: Olle Swärd Brattström, Box 1203, 751 42 Uppsala, Sweden.
Such notification shall include the shareholder’s name, personal identification number or company registration number (or similar), and preferably 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
Shareholders whose shares are trustee-registered through a bank or other trustee must, in addition to registering for the meeting, have the shares registered in their own name so that the shareholder is entered in the share register as of 19 May 2026. Such registration can be temporary (so-called voting rights registration) and is requested from the trustee according to the trustee's routines. Voting rights registrations made no later than 21 May 2026 will be taken into account when preparing the share register.
Proxy
Shareholders who intend to attend by proxy shall issue a dated proxy. If the proxy is executed by a legal entity, a copy of the registration certificate or equivalent for the legal entity must be attached. The proxy may be valid for a maximum of five years from issuance. The original proxy (together with any authorisation documents such as certificate of registration) should be submitted to the Company in good time before the annual general meeting to the address mentioned above. A blank proxy form is available on the Company's website www.qlinea.com.
Proposed agenda
- Opening of the general meeting and election of chairperson 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
- Presentation by the CEO
- Presentation of the annual report, the auditor’s report, the consolidated accounts and the consolidated auditor’s report as well as the auditor's statement as to whether the annual general meeting’s guidelines for remuneration to senior executives have been followed
- Resolutions on:
- the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- allocation of the Company’s result according to the adopted balance sheet, and
- discharge from liability for each of the members of the board of directors and the CEO
- Determination of remuneration to the board of directors and the auditor
- Election of members of the board of directors, chairperson of the board of directors and vice chairperson of the board of directors
- Election of auditor
- Resolution on the nomination committee for the next annual general meeting
- Presentation of the board of directors' remuneration report for 2025 for approval
- Resolution on A. the establishment of a long-term share savings plan (LTIP 2026) and related delivery measures, including B. (i) the issue of warrants and (ii) the transfer of warrants to ensure delivery to participants in LTIP 2026, and C. the transfer of treasury shares to participants in LTIP 2026
- Resolution on authorisation for the board of directors to decide on repurchase of own shares
- Resolution on authorisation for the board of directors to resolve on the issue of shares, warrants and/or convertibles
- Closing of the general meeting
Principal proposals to resolutions
Item 1 – Election of chairperson of the general meeting
The nomination committee proposes that the chairperson of the board Johan Bygge, or, in the event of his absence, the person instead designated by the board, be appointed as chairperson of the meeting. The nomination committee has consisted of Öystein Engebretsen (Investment AB Öresund), chairman, Erika Kjellberg Eriksson (Nexttobe AB), Ulf Landegren (Landegren Gene Technology AB) and Johan Bygge.
Item 8b) – Allocation of the Company’s result according to the adopted balance sheet
The board proposes that no dividend is paid for the financial year 2025 and that the Company’s result is carried forward.
Item 9 – Determination of remuneration to the board of directors and the auditor
The nomination committee proposes that fees to the board of directors, for the period until the next annual general meeting, be paid as follows (the current year’s remuneration levels are stated in parentheses):
- Chairperson of the board: SEK 500,000 (500,000)
- Vice chairperson of the board: SEK 375,000 (375,000)
- Other members: SEK 250,000 (250,000)
- Chair of the audit committee: SEK 90,000 (90,000)
- Other members of the audit committee: SEK 45,000 (45,000)
- Chair of the remuneration committee: SEK 40,000 (40,000)
- Other members of the remuneration committee: SEK 20,000 (20,000)
The nomination committee proposes that fees to the auditor be paid in accordance with approved invoice.
Item 10 – Election of members of the board of directors, chairperson of the board of directors and vice chairperson of the board of directors
The nomination committee proposes that the number of board members elected by the annual general meeting shall be seven (7), with no deputy members appointed.
The nomination committee proposes re-election of Johan Bygge, Mario Gualano, Erika Kjellberg Eriksson, Jonas Jarvius and Sebastian Backlund, and to elect Öystein Engebretsen and Kari Krogstad as members of the board of directors for a term of office until the end of the next annual general meeting. Furthermore, the nomination committee proposes re-election of Johan Bygge as chairperson of the board of directors and re-election of Mario Gualano as vice chairperson of the board of directors. Karin Fischer has declined re-election.
Öystein Engebretsen, born in 1980, is Head of Investments at Investment AB Öresund and a board member of Scandi Standard AB. He has extensive board experience as well as extensive experience from the finance and investment industry. Öystein holds a Master of Science in Business with a major in Finance from BI Norwegian School of Management, Sandvika/Oslo. Öystein is independent in relation to the Company and its management and dependent in relation to the Company's major shareholders (Investment AB Öresund). He directly and indirectly holds a total of 106,450 shares in the Company.
Kari Krogstad, born in 1964, has been CEO of Medistim since 2009 and has more than 30 years of experience from the biomedical industry with leading commercial roles in the pharmaceutical, biotechnology and medical technology sectors. Before joining Medistim, she worked for 11 years at Dynal, where, following Invitrogen's acquisition in 2005, she also led Invitrogen Dynal in the role of General Manager. Kari holds a M.Sc. in molecular biology from the University of Oslo and a business degree from IHM Business School. Kari is independent in relation to the Company and its management and independent in relation to the Company’s major shareholders.
A presentation of the persons proposed for re-election is available at www.qlinea.com.
Item 11 – Election of auditor
The nomination committee proposes that a registered accounting firm be elected as auditor in the Company, and that no deputy auditor is appointed.
The nomination committee proposes, in accordance with the recommendation from the audit committee, that the registered accounting firm Öhrlings PricewaterhouseCoopers AB be re-elected.
Item 12 – Resolution on the nomination committee for the next annual general meeting
The nomination committee proposes that the annual general meeting resolves to establish a nomination committee and to adopt instructions for the work of the nomination committee for the 2027 annual general meeting in accordance with the principles as set out below.
Principles for the appointment of the members of the nomination committee
The board’s chairperson is mandated by the general meeting to contact the three largest shareholders according to Euroclear’s transcript of the share register as per the stock exchange opening on 1 September 2026, each of whom has the right to appoint one member of the nomination committee. Should any of the three largest shareholders not wish to appoint a member of the nomination committee, the fourth-largest shareholder will be approached, and so forth, until the nomination committee consists of three members.
A majority of the nomination committee’s members shall be independent from the Company and its management. Neither the CEO nor other members of the Company’s management may be members of the nomination committee. At least one of the nomination committee’s members should be independent from the Company’s largest shareholder in terms of votes, or from a group of shareholders that collaborates with regard to the management of the Company. Directors may be members of the nomination committee, but must not constitute a majority of the nomination committee’s members.
The members of the nomination committee must be announced on the Company’s website no later than six months prior to the next annual general meeting.
The term of office for members appointed to the nomination committee continues until a new nomination committee is appointed following the mandate from the next annual general meeting.
The nomination committee shall appoint one of its own members to chair the committee. Neither the chairperson of the board nor any other director may chair the nomination committee.
If a member leaves the nomination committee before its work is completed, and if the nomination committee considers that there is a need to replace this member, the nomination committee shall appoint a new member according to the principles set out above, however based on Euroclear's transcript of the share register as soon as possible after the member has left its position. Changes in the composition of the nomination committee shall be made public immediately.
The assignment of the nomination committee
The nomination committee shall prepare and present proposals regarding the following items for the 2027 annual general meeting:
- Election of chairperson for the general meeting,
- Determination of the number of directors,
- Determination of fees and other remuneration payable to the board and its committees, divided between chairperson and other members,
- Determination of audit fees,
- Election of directors and chairperson of the board,
- Election of auditors, and
- Proposal for principles for the composition and work of the nomination committee for the next annual general meeting.
When preparing the proposal of resolution on election of board members and the chairperson of the board, the nomination committee shall apply paragraph 4.1 of the Code as a diversity policy.
The nomination committee shall also in other respects, when preparing proposals for the 2027 annual general meeting, adhere to the provisions of the Code.
The nomination committee shall in connection with its assignment fulfill its duties which falls on the nomination committee under the Code.
Working order of the nomination committee
The nomination committee shall meet as often as is necessary for the nomination committee to fulfil its tasks, however at least once per year. Notices convening meetings are issued by the chairperson of the nomination committee. If a member of the nomination committee requests that the nomination committee shall be convened for a meeting, the request shall be complied with.
The nomination committee is quorate if at least two members are present. Resolutions of the nomination committee shall be adopted by a simple majority of the members present or, in the event of a tied vote, the chairperson shall have the casting vote.
No remuneration
No remuneration shall be paid to the members for their work in the nomination committee. However, any necessary and reasonable expenses incurred in connection with the nomination committee’s work shall be borne by the Company.
Item 14 – Resolution on A. the establishment of a long-term share savings plan (LTIP 2026) and related delivery measures, including B. (i) the issue of warrants and (ii) the transfer of warrants to ensure delivery to participants in LTIP 2026, and C. the transfer of treasury shares to participants in LTIP 2026
The Board of Directors of Q-linea AB (publ) (“Q-linea”) proposes that the Annual General Meeting resolve to introduce a long-term incentive plan for senior executives and other key personnel at Q-linea (“LTIP 2026”) on the principal terms set out below. To ensure Q-linea’s obligations to deliver shares to participants in LTIP 2026, the Board further proposes that the Annual General Meeting resolve on delivery measures in the form of an issue and transfer of warrants, and/or transfer of treasury shares, to participants in LTIP 2026.
The Board’s proposed resolution regarding the establishment of LTIP 2026 is set out in item 14.A below, and the proposed resolutions regarding delivery measures are set out in items 14.B and 14.C below.
Background
Q-linea has, at previous Annual General Meetings (for example, in 2021, 2022 and 2024), resolved to establish long-term incentive plans (LTIPs) for all employees of Q-linea. These have taken the form of employee share option schemes.
The Board of Directors proposes that the AGM resolve on a long-term incentive plan for a total of no more than ten (10) employees of Q-linea.
LTIP 2026 entails that, after three years, the participant receives so-called Matching Shares free of charge and, provided that certain performance conditions are met, so-called Performance Shares, provided that the participant has invested a certain portion of their fixed salary in shares in Q-linea and that the participant’s employment has not been terminated by either party at the time of allocation.
The LTIP 2026 aims to encourage Q-linea’s staff to increase their shareholdings and thereby further emphasise long-term shareholder value. The incentive plan is expected to enhance both Q-linea’s ability to retain and recruit skilled staff, and the participants’ interest in and commitment to Q-linea’s operations and development. The performance conditions, which are based on Q-linea’s total shareholder return (TSR) relative to the total return index Carnegie Small Cap Sweden Index ("CSRXSE") and accumulated adjusted profit after tax during the Calculation Period, are expected to increase participants’ long-term commitment and align the interests of shareholders and Q-linea employees. The LTIP 2026 is intended to be a recurring plan and to constitute a form of long-term variable remuneration.
14.A Resolution on the establishment of LTIP 2026
The Board of Directors proposes that the Annual General Meeting resolve on LTIP 2026 based on the terms set out below.
- The plan is aimed at key employees of Q-linea, including the Chief Executive Officer, but no more than ten (10) persons.
- Under the LTIP 2026, participants are offered the opportunity, provided they make a personal investment in shares in Q-linea (“Savings Shares”) during the Acquisition Period (defined in point c. below), to be allocated, free of charge, 0.5 shares in Q-linea (“Matching Shares”) per Savings Share at the end of the Vesting Period (defined in point d. below).
LTIP 2026 further entails that participants may, free of charge and in addition to allocated Matching Shares, be allocated further shares in Q-linea ("Performance Shares”), as follows:
- Provided that Q-linea’s total shareholder return (TSR) during the calculation period 1 July 2026–30 June 2029 (the "Calculation Period") is equal to or exceeds that of the CSRXSE during the same period, participants may be allocated 0.5 Performance Share per Savings Share.
- The plan also provides that participants may, free of charge and in addition to the allocated Matching Shares, be allocated further shares in Q-linea based on whether the accumulated profit after tax, and any adjustments, is positive at the end of the Calculation Period, in which case participants may be allocated 1.5 Performance Shares per Savings Share. Adjustments refer to, for example, one-off items, M&A-related transaction and integration costs, significant IFRS adjustments, exchange rate effects on financial items, and social security contributions attributable to LTIP 2026. Adjustments must be symmetrical and consistent over the period.
In total, LTIP 2026 therefore means that participants may be allocated a maximum of 2.5 Matching Shares and Performance Shares per Savings Share.
Delivery of Matching Shares and Performance Shares shall take place in accordance with the delivery arrangements resolved by the general meeting pursuant to items 14.B and 14.C below or, if such delivery arrangements cannot be implemented in a cost-effective or practically feasible manner, through share swap agreements with third parties in accordance with the provisions under the heading 'Hedging Measures, etc.' below.
- The maximum number of Savings Shares that each participant may acquire is limited in such a way that Savings Shares may be acquired for an amount corresponding to no more than a certain percentage of the participant’s fixed gross annual salary for 2026. For the Chief Executive Officer, this percentage is ten (10) per cent and for other participants five (5) per cent. The acquisition of Savings Shares shall take place during the period 28 May–30 June 2026 (the “Acquisition Period”). The minimum investment amounts to SEK 25,000 per participant. Participants who enter into an employment contract with Q-linea by 30 June 2026 shall be eligible to participate in LTIP 2026, regardless of their start date, provided that the acquisition of Savings Shares takes place within the Acquisition Period and in accordance with the trading rules and insider rules in force at the time.
- The allocation of Matching Shares and Performance Shares is expected to take place shortly after the publication of Q-linea’s quarterly report for the second quarter of 2029. The period from 28 May 2026 up to and including the date of publication of Q-linea’s quarterly report for the second quarter of 2029 is defined as the "Vesting Period”. The Board of Directors reserves the right to extend the delivery period if participants are prevented from receiving shares due to applicable insider rules or similar regulations.
- A condition for plan participants to be eligible for the allocation of Matching Shares and Performance Shares is, with certain exceptions, that their employment with Q-linea has not been terminated during the Vesting Period and that the participant has retained their Savings Shares during the Vesting Period. Savings Shares sold prior to the end of the Vesting Period shall therefore not form the basis for the allocation of Matching Shares or Performance Shares. The Board shall be entitled to determine further conditions regarding the circumstances under which a participant whose employment ceases during the Vesting Period shall be entitled, in whole or in part, to the allocation of Matching Shares and Performance Shares, including, amongst other things, cases of retirement, long-term illness, death, dismissal due to redundancy or other circumstances deemed reasonable by the Board. In such circumstances, the right to receive an allocation of Matching Shares and Performance Shares may be reduced in proportion to the portion of the Vesting Period that has elapsed at the time of termination of employment.
- The LTIP 2026 shall comprise a maximum of 100,000 shares in Q-linea. In the event that Savings Shares are acquired at a share price that results in the total number of Matching Shares and Performance Shares exceeding 100,000 shares, the number of Matching Shares and Performance Shares that may be transferred to the participant shall be reduced proportionally.
- The Board of Directors shall be entitled to decide on the detailed terms and conditions of LTIP 2026, including the right to calculate and, on reasonable grounds, decide on any adjustments in determining the accumulated adjusted profit during the Calculation Period.
- If there are significant changes in Q-linea or in the market, or if the costs of the LTIP 2026 were to substantially exceed the estimated costs, and this, in the Board’s assessment, would mean that the terms for the allocation of Matching Shares and Performance Shares under LTIP 2026 are no longer reasonable, the Board shall have the right to make adjustments to LTIP 2026, including, among other things, the right to decide on a reduced allocation of Matching Shares and Performance Shares, or that no allocation of Matching Shares or Performance Shares shall take place at all.
- The number of Matching Shares and Performance Shares shall be recalculated as a result of any interim bonus issue, share split, rights issue and/or other similar corporate events.
- In the event of a public takeover bid accepted by more than 90 per cent of the shares in Q-linea, or in the event of any other transaction resulting in Q-linea being delisted from Nasdaq Stockholm (“Change of Control”), the following shall apply: all service and holding conditions shall be deemed to have been met as at the date of the Change of Control and all performance criteria shall be deemed to have been met in full. Allocation shall be effected immediately following the Change of Control, through the delivery of ordinary shares, to the extent practicable, or through cash payment corresponding to the value of the allocated shares, calculated as the price in the takeover bid. The Board of Directors shall, within the framework of the above, be entitled to make such adjustments as it deems necessary.
- The Board, or a person appointed by the Board, is authorised to draw up and enter into agreements with the participants regarding the detailed terms and conditions of LTIP 2026 and to take such other measures as are necessary for the implementation of LTIP 2026. In addition, the Board shall be entitled to make such minor adjustments to the LTIP 2026 as may be required by applicable foreign or domestic laws and regulations, market practice or similar.
Preparation of the proposal
The proposal regarding LTIP 2026 to the Annual General Meeting has been decided by the Board following preparation by the Remuneration Committee, which consists of certain members of the Board (including the Chairman of the Board).
Costs, dilution and impact on key performance indicators
The LTIP 2026 will be accounted for in accordance with IFRS 2. It is proposed that the LTIP 2026 comprise a maximum of 100,000 shares in Q-linea, corresponding to approximately 0.5 per cent of all outstanding shares in Q-linea. Based on the scope described for LTIP 2026, the cost upon full allocation is estimated to amount to approximately SEK 2.5 million, assuming that all participants acquire the maximum number of Savings Shares. LTIP 2026 is expected to have only a marginal impact on Q-linea’s key financial indicators.
To the extent that shares are delivered through the exercise of the 2026/2029 Warrants, LTIP 2026 may result in a dilution of no more than approximately 0.69 per cent of all outstanding shares in Q-linea. To the extent that delivery is made using treasury shares, the LTIP 2026 will not result in any dilution in terms of an increase in the number of outstanding shares. The sale of treasury shares on the market to cover social security contributions will also not result in any increase in the number of outstanding shares.
Hedging measures, etc.
The Board has considered the following alternatives for delivering shares in Q-linea to participants in LTIP 2026.
As the main alternative, the Board proposes that Q-linea should ensure the delivery of shares to participants in the LTIP 2026 through the issue and subsequent transfer of warrants in accordance with item 14.B below (the “Warrant Arrangement”).
In addition to the Warrant Arrangement, the Board proposes that the Annual General Meeting approve that Q-linea, in the event that Q-linea holds treasury shares at the relevant time, for example as a result of acquisitions pursuant to the authorisation in item 15, be permitted to use repurchased treasury shares to enable the delivery of shares to participants in the LTIP 2026 in accordance with item 14.C below.
Should the general meeting not resolve to approve (i) the Warrant Arrangement under item 14.B below, or (ii) the proposal regarding the transfer of own shares under item 14.C below, or (iii) if such delivery measures cannot be implemented for any other reason, the Board proposes that Q-linea, in order to hedge the financial exposure that the LTIP 2026 is expected to entail, enter into share swap agreements with third parties on arm’s length terms, whereby the third party shall be able to acquire and transfer shares in Q-linea to participants in the LTIP 2026 in its own name. This alternative entails significantly higher costs for Q-linea and is therefore intended to be utilised only if none of the aforementioned delivery alternatives can be utilised.
In the event that the General Meeting resolves in accordance with items 14.B and 14.C, the Board of Directors shall be entitled, within the scope of these resolutions, to use the delivery method which the Board deems most appropriate, taking into account costs, practical implementation and administrative conditions.
14.B Resolution regarding (i) the issue of warrants and (ii) the transfer of warrants to ensure delivery to participants in LTIP 2026
The Board proposes that the Annual General Meeting resolve to approve (i) that Q-linea may transfer a maximum of 100,000 2026/2029 Warrants to participants in the LTIP 2026, or otherwise dispose of the 2026/2029 Warrants to ensure Q-linea’s obligations under the LTIP 2026 in connection with participants in the LTIP 2026 receiving an allocation of Matching Shares and Performance Shares, and (ii) that Q-linea may dispose of a maximum of 31,420 2026/2029 Warrants to cover cash flow effects arising from any social security contributions in connection with the LTIP 2026.
The warrants issued to cover cash flow effects arising from social security contributions are intended to be used only to the extent that such costs are not instead covered by the transfer of own shares in accordance with item 14.C(ii). The number of warrants proposed to be issued is a maximum number. If treasury shares are used for delivery to participants in LTIP 2026, a lower number of warrants may be exercised or otherwise disposed of to fulfil Q-linea’s obligations under LTIP 2026.
(i) Issue of warrants of series 2026/2029
The Board of Directors proposes that the Annual General Meeting resolve to issue warrants on the following terms:
- Q-linea shall issue a maximum of 131,420 warrants of series 2026/2029 ("the 2026/2029 Warrants"), of which a maximum of 31,420 warrants are proposed to be issued to cover any cash flow effects arising from social security contributions in connection with the LTIP 2026.
- The right to subscribe for the 2026/2029 Warrants shall, in deviation from shareholders’ preferential rights, be granted to Q-linea. There is no provision for oversubscription.
- The reason for the deviation from shareholders’ preferential rights is that the issue forms part of the introduction of the LTIP 2026 and is intended to cover cash flow effects arising from social security contributions in connection with the LTIP 2026.
- The warrants are issued free of charge.
- Subscription for the warrants must take place within three weeks of the date of the issue resolution. The Board of Directors is entitled to extend the subscription period.
- The increase in Q-linea’s share capital may, upon full exercise of the warrants, amount to a maximum of SEK 13,142.
- The warrants may be exercised by submitting a subscription application for new ordinary shares during the period from the date of registration with the Swedish Companies Registration Office up to and including 31 December 2029.
- The subscription price per share upon exercise of the warrants is SEK 0.10. However, the subscription price may not be lower than the quota value of Q-linea’s shares. If the subscription price exceeds the quota value of the existing shares, the excess amount shall be recognised in the free share premium reserve.
- The Board of Directors, or a person appointed by the Board, is authorised to make the minor adjustments necessary for the registration and implementation of this resolution.
- The full terms and conditions of the warrants are set out in the “Terms and Conditions for Series (2026/2029) Warrants relating to the subscription for new shares in Q-linea AB (publ)”. The terms and conditions state, among other things, that the subscription price and the number of shares to which each warrant entitles the holder may be recalculated in the event of a bonus issue, a new issue and in certain other cases.
(ii) Transfer of warrants of series 2026/2029
The Board of Directors proposes that the Annual General Meeting resolve to approve (i) that Q-linea may transfer a maximum of 100,000 2026/2029 Warrants or shares in Q-linea to participants in the LTIP 2026, or otherwise dispose of the 2026/2029 Warrants to secure Q-linea’s obligations under the LTIP 2026 in connection with the participants in the LTIP 2026 receiving an allocation of Matching Shares and Performance Shares, and (ii) that Q-linea may dispose of a maximum of 31,420 Warrants 2026/2029 to cover cash flow effects arising from any social security contributions in connection with the LTIP 2026.
The resolutions under items 14.B (i) and (ii) shall be adopted as a joint resolution and shall be conditional upon the Annual General Meeting resolving to establish the LTIP 2026 in accordance with the Board’s proposal under item 14.A on the proposed agenda.
14.C Resolution on (i) the transfer of treasury shares to participants in LTIP 2026 and (ii) the transfer of treasury shares to cover social security contributions
In the event that Q-linea holds treasury shares at the relevant time, for example as a result of acquisitions pursuant to the authorisation in item 15 of the proposed agenda, the Board proposes that the Annual General Meeting resolve as follows.
(i) Transfer of own shares to participants in LTIP 2026
The Board proposes that the Annual General Meeting resolve that treasury shares in Q-linea may be transferred to participants in LTIP 2026 on the following terms:
- Q-linea may transfer a maximum of 100,000 shares in Q-linea to participants in LTIP 2026.
- Each participant in LTIP 2026 shall be entitled to receive the number of shares specified in the terms and conditions of LTIP 2026.
- The transfer may take place during the period in which the participant is entitled to receive shares under LTIP 2026.
- The shares shall be transferred free of charge.
- The number of shares transferred may be recalculated in the event of, for example, a bonus issue, a share consolidation or split, a new issue, a reduction in share capital or similar measures.
- The reason for the deviation from shareholders’ pre-emptive rights in connection with the transfer of shares is to enable the delivery of shares in Q-linea under LTIP 2026.
(ii) Authorisation to transfer own shares on Nasdaq Stockholm to cover social security contributions
The Board of Directors further proposes that the Annual General Meeting authorise the Board of Directors to, on one or more occasions up to the next Annual General Meeting, resolve to transfer own shares on Nasdaq Stockholm to cover costs for social security contributions attributable to LTIP 2026. The transfer may take place at a price within the price range registered at any given time. The number of shares that may be transferred under this authorisation shall not exceed the number required to cover such costs. Payment for repurchased shares shall be made in cash.
Item 15 – Resolution on authorisation for the board of directors to decide on repurchase of own shares
The board of directors proposes that the annual general meeting authorise the board of directors to, on one or more occasions up to the next annual general meeting, resolve on the repurchase of own shares on the following principal terms:
Acquisitions may be made through purchases on Nasdaq Stockholm, in accordance with Nasdaq Stockholm's rulebook for issuers on the main market.
Acquisitions may be made of such number of shares that Q-linea's holding of own shares following the acquisition amounts to no more than one-tenth of all shares in Q-linea.
Acquisitions of shares shall be made in compliance with the price restrictions set out in Nasdaq Stockholm's rulebook for issuers on the main market. Shares may not be acquired at a price higher than the higher of the price of the last independent trade and the highest current buy bid on the trading venue where the purchase is made. Shares may not be acquired at a price lower than the lowest price at which an independent acquisition can be made.
The main purpose of any acquisitions is to provide the board of directors with increased flexibility in its work with the Company's capital structure. Any acquisitions may also enable the use of own shares as consideration for, or financing of, acquisitions of companies or assets, as well as in connection with the delivery of shares to participants in Q-linea's incentive programmes, including LTIP 2026, and to cover social security contributions attributable thereto.
Item 16 – Resolution on authorisation for the board of directors to resolve on the issue of shares, warrants and/or convertibles
The board of directors proposes that the general meeting of shareholders resolves to authorise the board of directors for the period up to the next annual meeting of shareholders to resolve, on one or several occasions, 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 the authorisation is invoked for the first time. The board of directors shall be authorised to adopt decisions on an issue of shares, warrants and/or convertible instruments with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off or with other terms and conditions in accordance with the Swedish Companies Act.
An issue in accordance with this authorisation shall be on market conditions. The board of directors shall have the authority to determine the terms and conditions for issues under this authorisation and who shall be entitled to subscribe for the shares, warrants and/or convertible instruments. The reason to propose that the board of directors shall be authorised to resolve on an issue with deviation from the shareholders’ pre-emption rights and/or with a provision for issue in kind or set-off or otherwise on such terms and conditions as referred to above is that the Company shall be able to issue shares, warrants and/or convertible instruments in order to raise capital to the Company or entering into strategically important collaborations or agreements. If the board deems it appropriate to facilitate the delivery of shares in connection with an issue in accordance with this authorisation, the issue can take place at a subscription price that corresponds to the quota value of the shares (provided that the Company ensures through relevant agreements that the Company receives market compensation for the issued shares).
It is proposed that the CEO is authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority requirements
For resolutions pursuant to the board of directors’ proposal under item 14.A, approval by shareholders representing more than half of the votes cast is required. For a resolution under items 14.B and 14.C to be valid, it must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting.
For resolutions pursuant to the board of directors’ proposal under item 15 (authorisation for repurchase of own shares) and item 16 (authorisation for issues), approval by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting is required.
Number of shares and votes
The Company has a total of 18,949,081 shares, all common shares. The total number of votes are 18,949,081. Further, the Company holds 329 common shares, corresponding to a total of 329 votes. The Company may not vote for its own shares.
Shareholders' right to information at the annual 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 or the Company’s financial position as well as the Company’s relationship to other group companies. 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 annual report and the auditor’s report, the board’s report on the remuneration committee’s evaluation of remuneration to senior executives, the auditor’s statement regarding compliance with the guidelines for remuneration to senior executives, and the board’s complete proposals 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) no later than Wednesday 6 May 2026. The nomination committee’s proposal and motivated statement will be available at the address and on the website stated above no later than three weeks before the general meeting. 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 annual general meeting, the Company will process personal data in accordance with its privacy notice, available on the Company’s website, www.qlinea.com.
__________________
Uppsala in April 2026
Q-linea AB (publ)
The board of directors