Bifogade filer
Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Hälsovård |
Industri | Medicinteknik |
The shareholders of Qlucore AB (publ), reg. no. 556719-3528 (the “Company”) are hereby convened to an extraordinary general meeting on Thursday 31 July 2025 10.00 AM at the Company’s office, Beta 4, at Scheelevägen 17, 223 70 Lund
Notice etc.
Shareholders wishing to participate in the general meeting shall:
- be entered in the shareholders’ register kept by Euroclear Sweden AB on the record day Wednesday 23 July 2025; and
- notify his or her intention to attend no later than Friday 25 July 2025 to info@qlucore.com.
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 names in the share register maintained by Euroclear in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register on Friday 25 July 2025, and the shareholders must therefore advise their nominees well in advance of such date.
Proxy
If the shareholder is a legal entity, the shareholder must provide a certified copy of the certificate of registration and other relevant authorization documents for the individual(s) representing the shareholder at the general meeting.
Shareholders who intend to attend by proxy must issue a dated power of attorney for the proxy. The validity of the power of attorney may be specified for a maximum of one year from the date of issuance. The original power of attorney and relevant authorization documents should be submitted to the Company at the address above well in advance of the general meeting. A power of attorney form for shareholders who wish to attend the general meeting by proxy will be available on the Company’s website, www.qlucore.com. The original power of attorney must also be presented at the meeting.
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
- Approval of the agenda
- Determination as to whether the general meeting has been duly convened
- Resolution to adopt new articles of association
- Resolution on subsequent approval by the general meeting of the board of directors resolution on 26 June 2025 regarding a rights issue in favour of existing shareholders
- Resolution on authorization to issue shares
- Closing of the general meeting
Proposed resolution
Item 1 – Election of chairman of the general meeting
The board of directors proposes that Pia Gideon be appointed to chair the general meeting, or, should she be unable to attend, any person appointed by her.
Item 6 – Resolution to adopt new articles of association
The board of directors proposes that the general meeting adopt the following amendments to the articles of association:
Current wording | Proposed wording |
§ 4 AKTIEKAPITAL Aktiekapital skall utgöra lägst 500 000 kronor och högst 2 000 000 kronor. | § 4 AKTIEKAPITAL Aktiekapital skall utgöra lägst 4 000 000 kronor och högst 16 000 000 kronor. |
§ 5 ANTAL AKTIER Antal aktier skall vara lägst 2 500 000 och högst 10 000 000. | § 5 ANTAL AKTIER Antal aktier skall vara lägst 20 000 000 och högst 80 000 000. |
§ 6 STYRELSE Styrelsen skall bestå av lägst fem och högst tio ledamöter utan suppleanter. | § 6 STYRELSE Styrelsen skall bestå av lägst tre och högst tio ledamöter utan suppleanter. |
The resolution is subject to the general meeting’s approval of the board of directors’ resolution on the share issue pursuant to item 7 below.
The CEO, or any person appointed by the board of directors, shall be authorized to make such minor adjustments to the resolution as may be required in connection with its registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Item 7 – Resolution on subsequent approval by the general meeting of the board of directors resolution on 26 June 2025 regarding a rights issue in favour of existing shareholders
The board of directors of Qlucore AB (publ), reg. no. 556719-3528 (the “Company”), resolves, subject to subsequent approval by the general meeting, to increase the Company’s share capital by a maximum of SEK 6,120,020.80 through a directed new issue of not more than 32,224,480 shares with preferential rights for existing shareholders, on the following terms and conditions:
- The right to subscribe for new shares shall vest, with preferential rights, in those who on the record date for the share issue are registered as shareholders in the Company, whereby each (1) existing share entitles the holder to one (1) subscription right. One (1) subscription right entitles the holder to subscribe for eight (8) new shares.
- If not all new shares are subscribed for with preferential rights, the board of directors shall, within the maximum amount of the issue, resolve on the allotment of shares not subscribed for with preferential rights. Such allotment shall be made as follows. Firstly, allotment shall be made to those who have subscribed for shares with subscription rights, and, in the event of oversubscription, in proportion to the number of subscription rights exercised for the subscription of shares, and, to the extent this cannot be done, by drawing of lots.
Secondly, allotment shall be made to shareholders and others who have expressed an interest in subscribing for shares without subscription rights, and, in the event of oversubscription, in proportion to the subscribed amount, and, to the extent this cannot be done, by drawing of lots.
Finally, allotment of shares subscribed for without subscription rights shall be made to those who have provided guarantees for the subscription of shares, in proportion to the amount of their respective guarantees, and, to the extent this cannot be done, by drawing of lots.
- The record date for participation in the new share issue shall be 6 August 2025.
- The new shares shall be issued at a subscription price of SEK 0.50 per share.
- The share premium shall be allocated to the unrestricted share premium reserve.
- Subscription for shares with preferential rights shall be made through cash payment during the period from 8 August 2025 up to and including 27 August 2025. Subscription for shares without preferential rights shall be made by subscription on a subscription list during the same period. Payment for shares subscribed for without preferential rights shall be made in cash no later than three (3) banking days after notice of allotment has been sent. The board of directors shall be authorized to extend the subscription and payment period.
- The new shares shall entitle the holder to dividends for the first time on the record date for dividends that occurs immediately after the new share issue has been registered with the Swedish Companies Registration Office and the shares have been recorded in the share register maintained by Euroclear Sweden AB.
- The allocation of the newly issued shares is conditional upon the minimum subscription amount of SEK 8,861,732 being reached. If this minimum threshold is not reached, any paid-in subscription proceeds will be refunded. No compensation will be paid for any acquired subscription rights.
- The CEO, or any person appointed by the board of directors, shall be authorized to make such minor adjustments to the resolution as may be required in connection with its registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
The general meeting’s approval of the board of directors’ resolution on the share issue is conditional upon an amendment to the articles of association in accordance with item 6 above.
Item 8 – Resolution on authorization to issue shares
The board of directors proposes that the general meeting authorize the board of directors, on one or more occasions until the next annual general meeting, to resolve on issues of shares and/or warrants and/or convertible instruments, within the limits of the articles of association, with or without deviation from the shareholders’ preferential rights. Payment may be made in cash, in kind or by way of set-off, and is subject to terms and conditions pursuant to the Swedish Companies Act.
To the extent the authorization is used for issues with deviation from the shareholders’ preferential rights, the subscription price shall be on market terms (subject to market-based issue discounts, where applicable).
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights are to increase the Company’s financial flexibility in connection with specific events, reduce the Company’s debt burden, enable acquisitions, attract new shareholders of strategic importance to the Company, and provide working capital.
The CEO is proposed to be authorized to make such minor adjustments to this resolution as may be necessary in connection with its registration with the Swedish Companies Registration Office and with Euroclear Sweden AB.
Majority requirements
Resolutions under items 6 and 8 above require the approval of at least two-thirds of both the votes cast and the shares represented at the general meeting.
Availability of documents
The board of directors’ complete proposals as set out above, together with other documents required under the Swedish Companies Act, will be made available at the Company’s offices at Scheelevägen 17, 223 70 Lund, no later than two weeks prior to the general meeting, i.e. as from 17 July 2025 at the latest. The documents will also be sent free of charge to shareholders who request them and provide their postal address. The documents will furthermore be available at the general meeting.
Shareholders’ right to request information
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, the board of directors and the CEO must, at the meeting, provide information concerning circumstances that may affect the assessment of an item on the agenda if any shareholder so requests and the board considers that such disclosure can be made without material harm to the Company.
Processing of personal data
In connection with the general meeting, personal data will be processed in accordance with the Company’s privacy policy, which is available at:
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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Lund in June 2025
Qlucore AB (publ)
The board of directors