Notice of Extraordinary General Meeting in Qlife Holding AB

Right to participate and registration

Anyone wishing to participate in the meeting must:

• be listed as a shareholder in the share register produced by Euroclear Nordics AB regarding the situation on the record date, which is 23 November 2026,
• register for the meeting no later than 25 November 2026. Registration shall be made by post to Moll Wendén Law, Extraordinary General Meeting, Stortorget 8, 211 34 Malmö, Sweden, or by email to QlifeEGM@mollwenden.se.

The notification must state the full name, personal or organisation number, shareholding, address, daytime telephone number and, where applicable, information about representatives, proxies and assistants. The number of assistants may not exceed two (2). Where applicable, the notification should be accompanied by proxies, registration certificates and other authorisation documents.

Trustee-registered shares

In order to be entitled to participate in the meeting, a shareholder who has had their shares trustee-registered through a bank or other trustee must, in addition to registering for the meeting, have the shares registered in their own name with Euroclear Nordics AB so that the shareholder is entered in the share register as of 23 November 2026. Such registration may be temporary (known as voting rights registration) and must be requested from the trustee in accordance with the trustee's procedures and at such time in advance as determined by the trustee. Voting rights registrations made no later than the second banking day after 23 November 2026 will be taken into account in the preparation of the share register.

Proxies, etc.

If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed proxy form to the Extraordinary General Meeting. The proxy form may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the proxy form. If the power of attorney has been issued by a legal entity, the proxy must also bring a current certificate of registration or equivalent authorisation document for the legal entity. To facilitate admission, a copy of the proxy and other authorisation documents should be enclosed with the notification of attendance at the Extraordinary General Meeting. Proxy forms will be available on the company's website (www.qlifeholding.com) and will be sent by post to shareholders who contact the company and provide their address.

Proposed agenda

1. Opening of the meeting.
2. Election of Chairperson for the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Verification that the meeting has been duly convened.
7. Resolution to approve the shareholder's proposal on a directed issue of shares and warrants.
8. Closing of the meeting.

Proposed resolutions

Item 7: Resolution to approve the shareholder's proposal on a directed issue of shares and warrants

The shareholder JEQ Capital AB proposes that the extraordinary general meeting resolves to carry out a directed issue of a maximum of 3,774,806 shares and a maximum of 1,887,403 warrants of series TO9, entailing an initial increase in the share capital of no more than SEK 603,968.96. Upon full exercise of all warrants of series TO9, the share capital will increase by a further maximum of SEK 301,984.48. The following conditions shall otherwise apply to this resolution.

1. The right to subscribe for the new shares and the warrants of series TO9 shall, with deviation from the shareholders' preferential rights, be granted solely to the subscribers set out in the table below. Oversubscription is not permitted. The reasons for the deviation from the shareholders' preferential rights are that JEQ Capital AB, after an overall assessment and careful consideration, considers that an issue carried out with deviation from the shareholders' preferential rights is a better alternative for the company and the company's shareholders than a rights issue and that it is objectively in the interest of both the company and its shareholders to carry out the directed issue. The reasons for this are, inter alia, the following. A rights issue would take longer to carry out and thus entail an increased risk of a negative impact on the share price, especially considering the current market volatility. With a rights issue comes the risk that the issue would not be fully subscribed, whereby a possible guarantee consortium would need to be procured. A directed new issue, on the other hand, is deemed to be able to be made at a lower cost while providing significant capital to the company for further development and implementation of the company's business strategy. A directed share issue to the company's board and management and consultants is further motivated by aligning the board's, management's and consultants' interests with those of the shareholders and further strengthening their commitment to the company, and enables the board and management and consultants to focus on the implementation of the company's business strategy, which is considered to contribute to stability for both the company and its other shareholders. JEQ Capital AB's overall assessment is that the reasons for the directed issue outweigh the reasons for a rights issue according to the main rule and the directed issue is thus considered to be in the interest of both the company and all shareholders.

1. The subscription price per share is SEK 0.93. The subscription price for the newly issued shares has been determined by the Board of Directors through an accelerated bookbuilding procedure and corresponds to a discount of approximately 0.5 per cent relative to the volume-weighted average price (VWAP) of the company's share on Nasdaq First North Growth Market during the last ten (10) trading days preceding the directed issue. The Board of Directors considers the subscription price to be in line with market conditions and to reflect the demand for the company's shares. Warrants of series TO9 will be issued free of charge.
2. Two (2) subscribed shares entitle the holder to one (1) warrant of series TO9.
3. Subscription for the newly issued shares and warrants of series TO9 must take place no later than one week after the issue resolution.
4. Payment for subscribed shares shall be made in cash or through set-off of a claim against the company no later than two weeks after the issue resolution.
5. The share premium shall be allocated to the unrestricted share premium reserve.
6. The Board of Directors shall be entitled to extend the subscription period and the date for payment.
7. The new shares shall entitle to dividends for the first time on the record date for dividends falling immediately after the directed issue has been registered with the Swedish Companies Registration Office. The new shares issued following subscription pursuant to the warrants of series TO9 shall entitle the holder to dividends for the first time on the first record date for dividends that falls after the subscription for shares through the exercise of the warrants has been effected.
8. One (1) warrant of series TO9 entitles the holder to subscribe for one (1) new share in the company during the period from 13 November 2028 up to and including 12 December 2028. The subscription price per share upon exercise of warrants of series TO9 shall amount to SEK 1.86 per share. The subscription price may, however, never be less than the share's quota value. That part of the subscription price which, upon subscription for shares pursuant to the warrants of series TO9, exceeds the quota value shall be credited to the free share premium reserve.
9. The applicable conversion terms and other terms and conditions for the warrants of series TO9 are set out in the `Terms and Conditions for warrants of series TO9 relating to the subscription for new shares in Qlife Holding AB (publ)'.
10. Subscription for shares and warrants of series TO9 may only take place together and therefore not for shares and warrants separately.

The Board of Directors, the CEO, or anyone appointed by the Board of Directors or the CEO, is authorised to make such minor amendments to the resolutions as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Nordics AB or due to other formal requirements.

Majority requirements

For a valid resolution under this item, the resolution must be supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.

Information at the Extraordinary General Meeting 

Shareholders present at the Extraordinary General Meeting are entitled to request information in accordance with Chapter 7, Section 32, Paragraph 1, Item 1 of the Swedish Companies Act (2005:551).

Documents and other information

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. Otherwise, the complete proposals for resolutions are set out in the notice. Copies of the documents will also be available at the meeting.

Information about the number of shares and votes in the company

The total number of shares and votes in the company as of the date of the notice of the meeting is 28,874,177. The company does not hold any of its own shares.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

__________

Gothenburg in November 2026

Qlife Holding AB (publ)

The Board of Directors

For further information, please contact: 

Thomas Warthoe

Chief Executive Officer (CEO)

Phone: +45 21 63 35 34

Email tw@egoo.health

About Qlife

Qlife is a Swedish company based in Göteborg, which develops and markets an innovative medical technology platform, Egoo.Health ("Egoo"), with the goal of giving people access to clinical biomarker data when testing at home. The company is listed on the Nasdaq First North Growth Market (ticker: QLIFE). G&W Fondkommission is the Company's Certified Adviser. For additional information, please visit www.qlifeholding.com.

Read more at Egoo.health, Qlifeholding.com or follow us on LinkedIn.