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STOCKHOLM, April 27, 2020 /PRNewswire/ — The shareholders in Q-linea AB (publ), reg. no. 556729-0217 (the “Company”) are hereby convened to the anniversary accepted affair on Tuesday 26 May 2020, at 4 pm in Konferens Hubben (conference allowance 3 4) with abode Dag Hammarskjölds väg 38, 752 37 Uppsala.
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Shareholders who ambition to participate at the anniversary accepted affair allegation on Tuesday 19 May 2020 be registered in the allotment annals kept by Euroclear Sweden AB, and acquaint his or her ambition to appear the anniversary accepted affair by email to q-linea@lindahl.se, by blast to 46 (0)18 16 18 72 during weekdays amid 09.00 am and 4.30 pm or by mail to Q-linea AB (publ), c/o Advokatfirman Lindahl KB, Att: Carolin Martinez, Box 1203, 751 42 Uppsala advertence “Annual accepted meeting”, on Wednesday 20 May 2020 at the latest.
Such notification shall accommodate the shareholder’s name, claimed identification cardinal or aggregation allotment cardinal (or similar), abode and blast number, cardinal of shares, capacity on admiral (no added than two), if any, and breadth applicable, capacity of assembly or proxies.
To be advantaged to participate in the anniversary accepted meeting, shareholders whose shares are registered in the name of a appointee allegation briefly re-register their shares in their own names in the allotment annals kept by Euroclear Sweden AB. Such allotment allegation be appropriately accomplished in the allotment annals on Tuesday 19 May 2020, and the shareholders allegation accordingly admonish their nominees able-bodied in beforehand of such date.
The Aggregation takes the accepted covid-19 bearings actual actively and accordingly invites all shareholders to anxiously accede whether personal/physical appearance at the accepted affair is necessary. For this reason, the Aggregation additionally asks the shareholders to accede arising a proxy instead of accessory in person.
Shareholders represented by proxy allegation abide a anachronous proxy. If the proxy is accomplished by a acknowledged person, a archetype of the affidavit of allotment or agnate allegation be attached. The proxy may not be accurate for a aeon best than bristles years from its issuance. The aboriginal proxy (together with any authorisation abstracts such as affidavit of registration) should be submitted to the Aggregation by column at the abode mentioned aloft in due time above-mentioned to the anniversary accepted meeting. A bare proxy anatomy is accessible at the Company’s website, www.qlinea.com.
To abate the beforehand of infection by covid-19, the Aggregation offers its shareholders the befalling to accredit a actuality appointed by the Aggregation to represent the actor at the anniversary accepted meeting. A pre-printed ability of advocate is accessible on the Company’s website (www.qlinea.com). The pre-printed ability of advocate additionally contains voting instructions that allegation to be completed by the shareholder. If the actor wishes to abide such ability of attorney, the completed and active ability of advocate and voting instructions in aboriginal (together with any allotment abstracts such as affidavit of registration) allegation accept been accustomed by the Aggregation (at the abode declared above) by Friday 23 May 2020.
Precautionary measures of the anniversary accepted affair as a aftereffect of the coronavirus (covid-19)
Due to the contempo development of the beforehand of the coronavirus (covid-19), Q-linea has taken some basic measures afore the anniversary accepted affair on 26 May 2020. The measures are actuality taken to abate the accident of beforehand of the coronavirus.
1. Shareholders should, as mentioned above, accede appliance the befalling to participate through a proxy. Shareholders who appearance affection of infection, accept been in acquaintance with bodies who appearance symptoms, accept been in a accident breadth or accord to a accident group, are abnormally encouraged to booty advantage of this opportunity. A proxy anatomy is accessible on the Company’s website, www.qlinea.com.
3. A recorded accent by the CEO will be fabricated accessible on the Company’s website afterwards the closing of the anniversary accepted meeting.
4. Shareholders may chase the anniversary accepted affair on ambit with cyberbanking affiliation (not with a picture), but not formally appear the anniversary accepted affair as a actor on distance. This bureau that shareholders who chase the anniversary accepted affair on ambit cannot vote for their shares at the anniversary accepted meeting. Note that cyberbanking affiliation from the anniversary accepted affair requires that at atomic bisected of the shares and votes present at the anniversary accepted affair vote in favour of such a resolution.
Registration to appear the anniversary accepted affair on ambit can be fabricated by e-mail to q-linea@lindahl.se, by blast on 018-16 18 72 during weekdays amid 9 am and 4.30 pm, or by mail to Q-linea AB (publ), c/o Advokatfirman Lindahl KB, Att: Carolin Martinez (Årsstämma), Box 1203, 751 42 Uppsala.
Information about the anniversary accepted affair in affiliation with the coronavirus may be updated, amuse arrangement www.qlinea.com for adapted information.
Proposed agenda
1. Opening of the accepted affair and acclamation of administrator of the accepted meeting
2. Alertness and approval of the voting list
3. Acclamation of one or two bodies to verify the minutes
4. Approval of the agenda
5. Resolution on that added than shareholders should be accustomed to appear the meeting
6. Determination as to whether the affair has been appropriately convened
7. Presentation of the anniversary abode and the auditor’s report
8. Resolutions on:
a. the acceptance of the assets anniversary and the antithesis sheet,
b. allocation of the Company’s aftereffect according to the adopted antithesis sheet, and
c. acquittal from accountability for anniversary of the associates of the lath of admiral and the managing director/CEO
9. CEO presentation
10. Determination of accomplishment to the lath of admiral and the auditor
11. Acclamation of associates of the lath of admiral and administrator of the lath of directors
12. Acclamation of auditor
13. Resolution on choice lath for the abutting anniversary accepted meeting
14. Resolution on guidelines for accomplishment to chief executives
15. Resolution to alter the accessories of association
16. Resolution on authorisation for the lath of admiral to adjudge on the affair of new shares, warrants and/or convertibles
17. Resolution on (A) agent banal advantage affairs 2020/2023, (B) directed affair of warrants, and (C) approval of transfer
18. Closing of the anniversary accepted meeting
Main proposals to resolutions
Item 1 – Acclamation of administrator of the accepted meeting
The choice lath proposes Mattias Prage to be the administrator of the accepted meeting.
Item 8b) – Allocation of the Company’s aftereffect according to the adopted antithesis sheet
The lath proposes that no allotment is paid for the banking year 2019 and that the Company’s aftereffect is agitated forward.
Item 10 – Determination of accomplishment to the lath of admiral and the auditor
The choice lath proposes that an anniversary fee of SEK 400,000 should be paid to the board’s chairperson, and SEK 200,000 to anniversary of the added directors.
The choice lath additionally proposes that an added anniversary fee of SEK 40,000 should be paid to the administrator of the accomplishment committee, and SEK 20,000 to anniversary of the added admiral of the accomplishment committee.
Furthermore, the choice lath proposes that an added anniversary fee of SEK 60,000 should be paid to the administrator of the analysis committee, and SEK 30,000 to anniversary of the added admiral of the analysis committee.
Fees are about alone payable to admiral who are not advisers of the Aggregation or the Nexttobe Group.
The auditor’s fee is proposed to be paid as per accustomed invoice.
Item 11 – Acclamation of associates of the lath of admiral and administrator of the lath of directors
The choice lath proposes that the lath shall abide of seven (7) accustomed lath admiral and no agent lath directors.
The choice lath proposes re-election of Erika Kjellberg Eriksson, Mats Nilsson, Marianne Hansson, Marcus Storch, Per-Olof Wallström and Hans Johansson and new acclamation of Mario Gualano. Re-election of Erika Kjellberg Eriksson as administrator of the lath is proposed. Erika Kjellberg Eriksson is active by the Nexttobe Group.
Ulf Landegren has beneath re-election.
Mario Gualano is currently CEO of BBI Accumulation Ltd., he has added than 25 years of commercial, abstruse and operational acquaintance in the microbiology and affection industry, including 15 years in all-embracing administration roles with Thermo Fisher Scientific. During his time with Thermo Fisher Scientific, he led Thermo Fisher Scientific’s Specialty Affection Accumulation in APAC and, best recently, was the admiral of the micro analysis analysis amenable for 14 accomplishment sites and 30 bartering offices worldwide. Mario holds a PhD in Microbiology and Immuno-diagnostics and an MBA from Henley Administration College.
A presentation of the bodies proposed for re-election is accessible at www.qlinea.com.
Item 12 – Acclamation of auditor
The choice lath proposes re-election of the auditing abutting Öhrlings PricewaterhouseCoopers AB as auditor.
Item 13 – Resolution on choice lath for the abutting anniversary accepted meeting
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The choice lath proposes that the anniversary accepted affair resolves to authorize a choice lath and to accept instructions for the appointment of the choice lath for the 2021 anniversary accepted affair in accordance with the attempt as set out below.
Principles for the arrangement of the associates of the choice committee
The board’s administrator is allowable by the accepted affair to acquaintance the three better shareholders according to Euroclear’s archetype of the allotment annals as per 1 September 2020, anniversary of whom has the appropriate to accredit one affiliate of the choice committee. Should any of the three better shareholders not ambition to accredit a affiliate of the choice committee, the fourth-largest actor will be approached, and so forth, until the choice lath consists of three members.
A majority of the choice committee’s associates allegation be absolute from the Aggregation and its management. Neither the CEO nor added associates of the Company’s administration may be associates of the choice committee. At atomic one of the choice committee’s associates should be absolute from the Company’s better actor in acceding of votes, or from a accumulation of shareholders that collaborates with attention to the administration of the Company. Admiral may be associates of the choice committee, but allegation not accumulated a majority of the choice committee’s members. Should added than one administrator be appointed to the choice committee, no added than one administrator may be abased in affiliation to the Company’s aloft shareholders.
The associates of the choice lath allegation be appear on the Company’s website no afterwards than six months above-mentioned to the anniversary accepted meeting.
The appellation of appointment for associates appointed to the choice lath continues until a new choice lath is appointed afterward the allotment from the abutting anniversary accepted meeting.
The choice lath shall accredit one of its own associates to armchair the committee. Neither the administrator of the lath nor any added administrator may armchair the choice committee.
If a affiliate leaves the choice lath afore its appointment is completed, and if the choice lath considers that there is a allegation to alter this member, the choice lath shall accredit a new affiliate according to the attempt set out above, about based on Euroclear’s archetype of the allotment annals as anon as accessible afterwards the affiliate has larboard its position. Changes in the acceding of the choice lath shall be fabricated accessible immediately.
The appointment of the choice committee
The choice lath shall adapt and present proposals apropos the afterward items for the 2021 anniversary accepted meeting:
a. Acclamation of administrator for the accepted meeting,
b. Determination of the cardinal of directors,
c. Determination of fees and added accomplishment payable to the lath and its committees, disconnected amid the chairpersons and added members,
d. Determination of analysis fees,
e. Acclamation of admiral and administrator of the board,
f. Acclamation of auditors, and
g. Attempt for the choice committee’s acceding and appointment for the 2022 anniversary accepted meeting.
When advancing the angle of resolution on acclamation of lath associates and the administrator of the board, the choice lath shall administer branch 4.1 of the Code as a assortment policy. The choice lath shall additionally in added respects, back advancing proposals for the 2021 anniversary accepted affair attach to the accoutrement of the Code.
The choice lath shall in affiliation with its appointment accomplish its duties which avalanche on the choice lath beneath the Code.
The appointment of the choice committee
The choice lath appoints the administrator of the committee. The administrator of the lath or accession lath affiliate shall not armchair the choice committee.
The choice lath shall accommodated as generally as is all-important for the choice lath to fulfil its tasks, about at atomic already per year. Notices convening affairs are issued by the administrator of the choice committee. If a affiliate of the choice lath requests that the choice lath shall be convened for a meeting, the appeal shall be complied with.
The choice lath is quorate if at atomic two associates are present. Resolutions of the choice lath shall be adopted by a simple majority of the associates present or, in the accident of a angry vote, the administrator shall accept the casting vote.
Renumeration
No renumeration shall be paid to the associates for their appointment in the choice committee. However, any all-important and reasonable costs incurred in affiliation with the choice committee’s appointment shall be borne by the Company.
Item 14 – Resolution on guidelines for accomplishment to chief executives
The lath of admiral of Q-linea proposes that the anniversary accepted affair 2020 resolves that the afterward guidelines for accomplishment to the chief admiral should administer until the anniversary accepted affair 2024, unless affairs appear that crave afterlight to be done earlier.
The ambit and anniversary of the guidelines
These guidelines administer to accomplishment payable to the CEO and added associates of
Q-linea’s chief administration from time to time. The guidelines additionally administer to accomplishment to the associates of the board, to the admeasurement that such accomplishment is paid for appointment for or provided casework to the Aggregation alfresco the ambit of their lath assignment.
The guidelines administer to accomplishment that is agreed, and to amendments to agreed accomplishment that are made, afterwards the guidelines accept been adopted by the anniversary accepted affair 2020. Transfers of balance and the appropriate to admission balance from the Aggregation in the approaching is advised to be remuneration.
The guidelines do not administer to accomplishment which is absitively or accustomed by the anniversary accepted meeting, such as share-related allurement programs.
The guidelines’ accession to the Company’s business strategy, abiding interests and sustainability
The accomplishment that is paid shall actuate the chief admiral to apparatus the Company’s business action and thereby aegis the Company’s abiding interests in a acceptable way. The capricious advantage belief are advised in such a way that they can be affiliated to this.
The Company’s business strategies are:
Regulatory strategy: conduct all-important authoritative affairs for barrage of ASTar and consumables, including administering analytic studies in Europe and USA. The aboriginal artefact focuses on sepsis diagnostics;
Commercial strategy: Q-linea has active an acceding with Thermo Fisher Scientific, a accepted sales partner, who already is accustomed with bounded sales teams in the markets breadth Q-linea’s accessories are to be launched. This is to accomplish a ample and accelerated bazaar penetration. Both instruments and consumables are to be sold, but the auction of consumables is accepted to anniversary for the majority of the accessible revenues. The companies will coact actual abutting to anniversary added and Q-linea will accept admission to all genitalia of the sales action and appear with appliance specialists as well. The purpose of the accord is to accredit Q-linea to consistently adviser the development and acknowledgment of barter in adjustment to abide to beforehand customer-driven accessories in the best accessible way. The accord in anniversary of anniversary entails that Thermo Fisher Scientific will handle all contiguous anniversary and Q-linea will be amenable for the ability in added difficult issues;
Operational strategy: connected architecture of the Company’s basement to ensure its development and assembly capacity;
Product development strategy: connected development of new applications;
Intellectual Property Strategy: connected development and aliment of a ample and accordant IP portfolio; and
Service & Support Strategy: abide to body an absolute anniversary alignment focused on able anniversary and abide to beforehand the Company’s appliance specialists to appear and chase up chump visits.
For added advice on the Company’s business strategy, arrangement https://www.qlinea.com/en/om-oss/business-concept-and-strategy/.
The aim of the accomplishment amalgamation to the chief admiral is to motivate, absorb and accolade able cadre for their accession to accomplishing the Company’s business strategy, abiding interests and sustainability.
Incentive programs consisting of share- and share-price-related accomplishment are bound by the anniversary accepted affair and these guidelines do not administer to such allurement programs. However, absolute allurement programs are declared beneath to accord a complete anniversary of the Company’s absolute accomplishment amalgamation to the chief executives. The absolute abiding share-related allurement programs (LTIP 2018 and 2019) accommodate accomplishment requirements that are affiliated to the Company’s business strategy.
Types of renumeration
The accomplishment offered allegation be market-based and may abide of anchored salary, capricious banknote remuneration, alimony allowances and added benefits.
Fixed salary shall be alone for anniversary alone chief controlling and be based on the executive’s breadth of albatross and acquaintance and shall be advised annually. The administration amid anchored bacon and any capricious banknote accomplishment allegation be commensurable to the executive’s albatross and authority.
Variable banknote remuneration shall crave fulfilment of belief abstinent over a aeon of one year. Capricious banknote accomplishment shall not beat 40 per cent of the CEO’s and 30 per cent of the added chief executives’ anniversary anchored bacon during the aeon abstinent for the accomplishment of the criteria. The capricious accomplishment shall not authorize for alimony benefits, unless contrarily appropriate pursuant to binding accumulated acceding agreements. The lath of admiral shall accept the achievability to absolute or omit to accord capricious banknote accomplishment if it is accounted absurd or adverse with the Company’s responsibilities appear the shareholders in the Company, if difficult banking affairs would prevail. The lath shall accept the achievability to request, in accordance with law or agreement, that capricious accomplishment that has been paid on incorrect area be repaid to the Company.
Pension benefits shall be authentic accession alimony affairs afterwards abortion of employment. Q-linea shall pay contributions to accessible or abreast administered alimony allowance on a mandatory, acknowledged or autonomous base for authentic accession alimony plans. The Aggregation has altered alimony levels for altered categories of advisers and ages. The alimony premiums for authentic accession pensions may bulk to a best of 25 per cent of the executive’s anniversary anchored salary.
For the operating year 2020, the afterward alimony levels shall apply:
Age and category
Premium
Up to 25 years
No premium
Between 25 – 30 years
6.5 %
Above 35 years
12.5 %
Member of OMG/SDG[1]
2.5 %
Manager with added than 10 employees
5 %
CEO and chief executives
22.5 – 25 %
Other allowances may abide of aggregation healthcare benefits, aggregation accumulation activity allowance and bloom affliction and bloom allowance and added agnate benefits. These allowances shall accord to a best of 3 per cent of the executive’s anniversary anchored salary.
In the bartering alignment (with basic focus on sales), a accomplishment anatomy will be activated with a anchored bacon and a commission-based part. CEO shall actuate the abundant architecture of the model/conditions for such renumeration. However, it shall be in accordance with industry accepted and be optimized to actualize acceptable incentives for the accordant employees.
Consultancy fees shall be payable on bazaar terms. To the admeasurement that a lath affiliate performs consultancy casework for the Company, the lath affiliate in catechism will not be advantaged to participate in the board’s (or the accomplishment committee’s) administration of remuneration-related affairs apropos such consultancy services.
Information on belief and altitude for administration of capricious remuneration
Short-term allurement affairs (STI)
The alternative of belief (STI-criteria) for the advancing year’s STI, which is the base of the acquittal of capricious remuneration, shall be bent annually by the lath in adjustment to ensure that the belief are in band with the Company’s business plan. The STI-criteria can be set alone or collectively and shall be advised in such a way that they beforehand the Company’s business plan. For example, the belief may be affiliated to the Aggregation accomplishing assertive goals aural the framework of its commercialisation plans, that the Aggregation is initiating or commutual a assertive footfall or that the Aggregation is entering into a assertive agreement. The appraisal of the admeasurement to which the belief accept been met shall be fabricated at the end of the altitude period. The aftereffect shall be discussed by the lath and the CEO (after alertness in the accomplishment committee) at the end of the year. The resolution on the aftereffect shall be taken by the lath afterwards the CEO or CFO actuality present.
Long-term allurement affairs (LTIP)
LTIP 2018
At the amazing accepted affair on 12 November 2018, it was bound to apparatus a abiding allurement programme in the anatomy of a accomplishment share-based programme (LTIP 2018). The rights to accept accomplishment shares were allotted chargeless of allegation in March 2019. The affairs measures accomplishment over a three-year aeon starting in March 2019 and the accomplishment belief are affiliated to assorted operational sub-targets during this period. The belief accommodate artefact development, artefact approval and commercialisation actuality achieved, which is in band with the Company’s business strategies. The accomplishment allotment rights are vested if the accomplishment belief are met.
LTIP 2019
At the anniversary accepted affair on 22 May 2019, it was bound to apparatus a abiding allurement programme in the anatomy of a accomplishment share-based programme (LTIP 2019). The rights to accept accomplishment shares were allotted chargeless of allegation in December 2019. The affairs measures accomplishment over a three-year aeon starting in December 2019 and the accomplishment targets are affiliated to assorted operational sub-targets during this period. The targets accommodate artefact development, artefact approval and commercialisation actuality achieved, which is in band with the Company’s business strategies. The accomplishment allotment rights are vested if the accomplishment belief are met.
Termination and severance pay
The apprehension aeon for the CEO and added admiral may not beat six months if the appliance is concluded by the Company. The anchored banknote bacon during the apprehension aeon and any severance pay may not, in aggregate, beat an bulk agnate to the anchored banknote bacon for one year for the CEO or the executive. The apprehension aeon may not beat six months, afterwards the appropriate to severance pay, in the accident of abortion by the executive.
In addition, accomplishment may be paid for non-compete undertakings. Such advantage should atone for any accident of income. However, the advantage paid by the Aggregation shall not beat 80%, for a best of six (6) months afterwards abortion of employment, of the antecedent anniversary assets at the time of abortion of employment.
Salary and appliance altitude for advisers added than the Company’s chief executives
To appraise the candor and acumen of the proposed renumeration guidelines, the lath has as a allotment of the alertness of this angle advised the bacon and appliance altitude for the advisers of the Company. In this context, the lath has taken into anniversary advice apropos the employees’ absolute income, the apparatus of the accomplishment and the access and beforehand bulk of the accomplishment over time. In the accomplishment abode that will be drafted apropos paid and outstanding accomplishment covered by the guidelines, the development of the ambit amid the accomplishment of the chief admiral and the accomplishment of added advisers will be reported.
The controlling action to determine, analysis and apparatus the guidelines
The lath has accustomed a accomplishment lath and the committee’s mains tasks accommodate advancing the board’s decisions apropos renumeration principles, renumeration and added acceding of appliance for the chief executives, ecology and evaluating advancing and beneath the year completed programs for capricious accomplishment for the chief admiral and ecology and evaluating the appliance of the guidelines for chief controlling accomplishment which is to be absitively by the accepted meeting, and renumeration structures and levels in the Company.
The lath shall adapt a angle for new guidelines at atomic every fourth year and abide it to the accepted meeting. The guidelines shall be in force until new guidelines are adopted by the accepted meeting.
The CEO and the chief admiral will not participate in the board’s processing of and resolutions apropos remuneration-related affairs in so far as they are afflicted by such matters.
Deviations of guidelines for accomplishment
The lath may adjudge to briefly aberrate from the guidelines alone in alone cases if there are appropriate and ample affidavit for accomplishing so and the aberration is all-important to accommodated Q-linea’s abiding interests and sustainability or to ensure the Company’s banking viability.
Description of cogent changes to the guidelines
These guidelines accept been able by the board’s accomplishment lath in appointment with the Company’s HR action and the angle has been accustomed by the lath for presentation to the anniversary accepted affair 2020. The angle is in all actual respects agnate with the guidelines accustomed at the anniversary accepted affair 2019.
Item 15 -Resolution to alter the accessories of association
The Lath of Admiral proposes that the Anniversary Accepted Affair resolves to accept new accessories of association, with the aftereffect that branch 9 of the accessories is adapted as follows:
Current wording:
9. Pre-registration
A actor who wishes to participate at a accepted affair shall be included in the archetype or added almanac of the allotment annals as of bristles canicule afore the meeting, and acquaint the aggregation thereof not afterwards than the date defined in the apprehension to appear the accepted meeting. Such a date may not be a Sunday, added accessible holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not action beforehand than the fifth weekday above-mentioned to the accepted meeting.
Shareholders or assembly may accompany a best of two (2) admiral to the accepted affair alone if the actor notifies the cardinal of admiral to the aggregation in the abode defined in the above-mentioned paragraph.
Proposed wording:
9. Pre-registration
A actor who wishes to participate at a accepted affair shall in accession to the altitude for accord set alternating in the Swedish Companies Act, acquaint the aggregation thereof not afterwards than the date defined in the apprehension to appear the accepted meeting. Such a date may not be a Sunday, added accessible holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not action beforehand than the fifth weekday above-mentioned to the accepted meeting.
Shareholders or assembly may accompany a best of two (2) admiral to the accepted affair alone if the actor notifies the cardinal of admiral to the aggregation in the abode defined in the above-mentioned paragraph.
Item 16 – Resolution on authorisation for the lath of admiral to adjudge on the affair of new shares, warrants and/or convertibles
The lath of admiral of Q-linea AB, hereby proposes that the accepted affair of shareholders resolves to authorise the lath of admiral for the aeon up to the abutting anniversary affair of shareholders to resolve, whether on one or several occasions, to access the Company’s allotment basic with not added than SEK 233,380. The lath of admiral shall be authorised to accept decisions on an affair of shares, warrants and/or convertible instruments with aberration from the shareholders’ pre-emption rights and/or an affair in affectionate or an affair by way of set-off or contrarily on such acceding and altitude as referred to in Chapter 2, Section 5, additional paragraph, credibility 1-3 and 5, of the Swedish Companies Act.
An affair in accordance with this allotment shall be on bazaar conditions. The lath of admiral shall be authorised to adjudge on the acceding and altitude apropos issues beneath this authorisation and what bodies shall be advantaged to subscribe for the shares, warrants and/or convertible instruments. The acumen to adduce that the lath of admiral shall be authorised to boldness on an affair with aberration from the shareholders’ pre-emption rights and that the lath shall be authorised to adjudge on an affair in affectionate or an affair by way of set-off or contrarily on such acceding and altitude as referred to aloft is that the Aggregation shall be able to affair shares, warrants and/or convertible instruments in adjustment to accession basic to the Company.
It is proposed that the managing administrator is authorised to accomplish such accessory adjustments to this resolution that may be all-important in affiliation with the allotment with the Swedish Companies Allotment Appointment and Euroclear Sweden AB.
Item 17 – Resolution on (A) agent banal advantage affairs 2020/2023, (B) directed affair of warrants, and (C) approval of transfer
The lath proposes that the accepted affair of shareholders resolves (A) on the addition of an agent banal advantage affairs for the Company’s employees, (B) on a directed affair of warrants to the Company, in adjustment to ensure the Company’s allegation of shares according to agent banal advantage affairs 2020/2023 and to awning banknote breeze furnishings from abeyant amusing aegis costs arising from agent banal advantage affairs 2020/2023, and (C) on approval of alteration of warrants or shares in the Aggregation to the participants in the agent banal advantage program. Resolutions in accordance with A, B and C aloft are codicillary on anniversary added and are accordingly proposed to be adopted jointly.
The lath considers that it is basic and in all shareholders’ absorption that the Company’s employees, who are advised to be important for the Company’s added development, has a abiding absorption in a acceptable beforehand in bulk of the shares in the Company. A claimed abiding buying allegation can be accepted to accord to an added absorption in the Company’s operations and development, as able-bodied as accession the participants’ action to accomplish or beat the Company’s cardinal and operational goals, and to actualize a faculty of association amid the advisers and the shareholders.
The best concoction aftereffect of agent banal advantage affairs 2020/2023 is estimated to 1.93 percent of the allotment basic and the votes in the Aggregation (calculated based on the cardinal of absolute shares in the Company), provided abounding exercise of all agent banal options and warrants issued to awning abeyant banknote breeze furnishings from amusing aegis costs. The admiration does not booty into anniversary already outstanding accomplishment allotment rights in the abiding allurement programs implemented in 2018 and 2019.
This angle was able by the accomplishment lath and thereafter by the lath in appointment with alien counsel.
A. Agent agent banal advantage affairs 2020/2023
The lath proposes that the accepted affair of shareholders resolves on the addition of agent banal advantage affairs 2020/2023 about on the afterward terms:
1. The agent banal advantage affairs 2020/2023 shall accommodate not added than 350,000 agent banal options.
2. The agent banal options shall be assigned to affairs participants chargeless of charge.
3. Anniversary agent banal advantage shall baptize the holder to, at the accomplishment of assertive goals afterwards a three-year vesting period, admission one (1) new accepted allotment in the Aggregation at an exercise bulk agnate to 125 percent of the volume-weighted boilerplate bulk of the Company’s allotment according to Nasdaq Stockholm’s bulk account during the aeon ten (10) trading canicule afore 26 May 2020. The cable bulk can, however, in no case be beneath than the caliber value.
4. Offering of agent banal options shall be absitively by the Company’s lath of admiral and offered to bodies that are active by the Aggregation on 15 June 2020. Advisers are disconnected into three categories and it is proposed that agent banal advantage affairs 2020/2023 entails that agent banal options should be able to be allotted to advisers in the afterward categories:
· CEO: The CEO may be allotted no added than 16,200 agent banal options.
· Management group: participants in this class may be allotted no added than 69,600 agent banal options collectively. However, anniversary actor may be allotted no added than 8,700 agent banal options.
· Other employees: participants in this class may be allotted no added than 3,700 agent banal options.
5. The agent banal options may be acclimatized for the cable of accepted shares in the Company, in accordance with the acceding for the agent banal options, provided that assertive cardinal and operational goals, set out by the board, are achieved. The goals will be set by the lath in beforehand and will be affiliated to important contest in the Company’s development such as beforehand in artefact development, artefact approvals and commercialisation.
6. The appropriate to participate in agent banal advantage affairs 2020/2023 is accountable to the actor entering into an advantage acceding with the Company.
7. Issued agent banal options do not accumulated balance and may not be transferred, apprenticed or contrarily disposed by the holder.
8. The agent banal options are angry to the participant’s appliance in the Company. If the appliance in the Aggregation is concluded afore the agent banal options are acclimatized for allotment subscription, all agent banal options which accept not yet been acclimatized by the actor expire afterwards appropriate of exercise.
9. If a accepted affair should boldness on e.g. an access or abatement of the cardinal of outstanding shares during the appellation of the agent banal options, recalculation can be performed to beforehand the bulk of the agent banal options. Decisions on recalculation shall be fabricated by the lath of admiral of the Company.
10. The lath or a actuality appointed by the lath shall accept the appropriate to adjudge on accessory deviations in the affairs that may be bare to accomplish the purpose of the program.
11. Accord in agent banal advantage affairs 2020/2023 requires, first, that such accord may accurately be made, secondly, that such accord according to the Company’s appraisal can be fabricated with reasonable authoritative costs and banking efforts.
B. Directed affair of warrants to the Aggregation
To accredit the Company’s allegation of shares beneath agent banal advantage affairs 2020/2023 and to awning abeyant amusing aegis costs arising from agent banal advantage affairs 2020/2023, the lath of admiral proposes that the anniversary accepted affair of shareholders resolves on a directed affair of no added than 459,970 warrants, out of which 109,970 warrants are proposed to be issued to awning banknote breeze furnishings from abeyant amusing aegis costs arising from agent banal advantage affairs 2020/2023, according to the afterward terms.
1. The appropriate to subscribe for the warrants shall, with aberration from the shareholders’ best rights, administer to the Company. Oversubscription cannot occur.
2. The acumen for the aberration from the shareholders’ best rights is that the affair is a footfall in the addition of agent banal advantage affairs 2020/2023, and to awning banknote breeze furnishings from abeyant amusing aegis costs arising from agent banal advantage affairs 2020/2023.
3. The warrants are issued chargeless of charge.
4. Cable of warrants shall be fabricated aural three weeks from the date of the affair decision. The lath has the appropriate to extend the cable period.
5. The access of the Company’s allotment basic may, aloft abounding exercise of the warrants, bulk to a best of SEK 22,998.50.
6. The warrants can be acclimatized through the appliance for cable of new accepted shares during the aeon from allotment at the Swedish Companies Allotment Appointment up to and including 30 September 2023.
7. The cable bulk for the allotment on exercise of the warrants is SEK 0.05. The cable bulk may, however, not be beneath than the caliber bulk of the Company’s share.
8. The lath of directors, or a actuality appointed by the board, is accustomed to accomplish accessory adjustments that are appropriate for the allotment and beheading of the decision.
The complete acceding and altitude for the warrants are set out in “Terms and altitude of warrants of alternation (2020/2023:1) to subscribe for new shares in Q-linea AB (publ)”. In the acceding and conditions, it is declared that the cable price, as able-bodied as the cardinal of new shares to which anniversary accreditation entitles the holder to subscribe, may be recalculated in the accident of a benefit issue, affair of shares and assertive added cases.
C. Approval of the alteration of warrants or shares in the Company
The lath of admiral proposes that the accepted affair of shareholders resolves to accept (i) that the Aggregation may alteration no added than 350,000 warrants or shares in the Aggregation to participants in agent banal advantage affairs 2020/2023, or contrarily actuate of the warrants to defended the Company’s commitments in affiliation with agent banal advantage affairs 2020/2023 in affiliation with that the warrants in agent banal advantage affairs 2020/2023 may be acclimatized for cable of new shares by the participants, and (ii) that the Aggregation may actuate of no added than 109,970 warrants to awning abeyant banknote breeze furnishings from amusing aegis costs in accordance with the acceding of agent banal advantage affairs 2020/2023.
Costs for agent banal advantage affairs 2020/2023
The costs for agent banal advantage affairs 2020/2023, which are accustomed in the assets statement, are affected in accordance with the accounting accepted IFRS 2 and are accrued on a straight-line base over the three-year vesting period. The adding has been performed with the afterward assumptions: (i) a allotment bulk for Q-linea’s accepted allotment of SEK 57 at the alpha of the vesting period; (ii) an appraisal of approaching animation apropos Q-linea’s accepted share; (iii) abounding exercise of the agent banal options; (iv) an anniversary agents about-face of 4.3 percent based on Q-linea’s history. In total, this after-effects in a best bulk of the affairs of about SEK 3.1 million, excluding amusing aegis costs. The amusing aegis costs are estimated to bulk to about SEK 0.5 actor at an affected anniversary access of the allotment bulk of 10 percent until the warrants are accepted to be acclimatized to subscribe for new shares.
Existing abiding allurement programs (LTIP) in the Aggregation
LTIP 2018
At an amazing accepted affair on 12 November 2018, a abiding allurement affairs (LTIP 2018) was bound aloft in the anatomy of a accomplishment share-based program. The rights to accept accomplishment shares were accepted chargeless of allegation in March 2019. The affairs measures accomplishment over a three-year aeon starting in March 2019 and the accomplishment goals are affiliated to assorted operational sub-goals during this period. The goals accommodate artefact development, artefact approval and commercialisation actuality achieved, which is in band with the Company’s business strategies. The accomplishment allotment rights are becoming if the accomplishment goals are achieved.
LTIP 2019
At the anniversary accepted affair on 22 May 2019, a abiding allurement affairs (LTIP 2019) was bound aloft in the anatomy of a accomplishment share-based program. The rights to accept accomplishment shares were accepted chargeless of allegation in December 2019. The affairs measures accomplishment over a three-year aeon starting in December 2019 and the accomplishment goals are affiliated to assorted operational sub-goals during this period. The goals accommodate artefact development, artefact approval and commercialisation actuality achieved, which is in band with the Company’s business strategies. The accomplishment allotment rights are becoming if the accomplishment goals are achieved.
There are no added share-based allurement programs in the Company.
Majority requirements
The accepted meeting’s resolution beneath items 15 and 16 aloft requires that shareholders apery not beneath than two-thirds of both the votes casting and of the shares represented at the affair accept the resolution. The accepted meeting’s resolution beneath account 17 aloft requires that shareholders apery not beneath than nine-tenths of both the votes casting and of the shares represented at the affair accept the resolution.
Number of shares and votes
As of the date of this notice, there are a absolute of 23,337,947 shares, disconnected into 23,337,947 accepted shares and 0 C-shares, in the Company. The absolute cardinal of votes are 23,337,947, of which 23,337,947 are represented by accepted shares and 0 of C-shares. The Aggregation holds 328,472 shares, disconnected into 328,472 accepted shares and 0 C-shares. The Aggregation may not vote for its own shares.
Information at the anniversary accepted meeting
The lath and the admiral shall, aloft appeal by any actor and breadth the lath determines that it can be done afterwards actual abuse to the Company, accommodate advice of affairs which may affect the appraisal of a amount on the agenda, and affairs which may affect the appraisal of the Company’s banking position. Anyone adulatory to abide questions in beforehand may do so by mail addressed to: info@qlinea.com.
Documents
The anniversary abode and the auditor’s report, the board’s abode on the accomplishment committee’s appraisal of accomplishment to chief executives, the auditor’s anniversary apropos acquiescence with the guidelines for accomplishment to chief executives, and the board’s complete proposals as able-bodied as added abstracts according to the Swedish Companies Act will be captivated accessible at the Company’s appointment with abode Dag Hammarskjölds väg 52 B in Uppsala and on Company’s website (www.qlinea.com) on Tuesday 5 May 2020 at the latest. The choice committee’s angle and motivated anniversary will be accessible on the abode declared aloft as able-bodied as on the website declared aloft no afterwards than four weeks afore the accepted meeting. The abstracts will additionally be sent, afterwards charge, to shareholders who so appeal and acquaint the Aggregation of their postal address.
In affiliation with the anniversary accepted meeting, the Aggregation will action claimed abstracts in accordance with its aloofness notice, accessible on the Company’s website, www.qlinea.com.
Uppsala, April 2020
Q-linea AB (publ)
Board of directors
For added information, amuse contact:
Jonas Jarvius, CEO, Q-linea AB jonas.jarvius@qlinea.com 46 (0)70-323 77 60
Anders Lundin, CFO, Q-linea AB anders.lundin@qlinea.com 46 (0)70-600 15 20
The advice was submitted for publication, through the bureau of the acquaintance bodies set out above, at 10.00 CET on April 27, 2020.
About Q-linea
Q-linea is an avant-garde infection affection aggregation that primarily develops instruments and disposables for accelerated and reliable infection diagnostics. Q-linea’s eyes is to advice save lives by ensuring antibiotics abide to be an able analysis for approaching generations. Q-linea develops and delivers adopted solutions for healthcare providers, enabling them to accurately analyze and amusement communicable ache in the beeline accessible time. The company’s advance artefact ASTar® is a absolutely automatic apparatus for antibacterial susceptibility testing (AST), giving a susceptibility contour aural six hours anon from a absolute claret culture. For added information, amuse arrangement www.qlinea.com.
[1] OMG – Operational Administration Group, SDG – Cardinal Development Group
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