NOTICE OF EXTRAORDINARY GENERAL MEETING IN Q-LINEA AB (PUBL)
18 september, 08:10
18 september, 08:10
The shareholders in Q-linea AB (publ), reg. no. 556729-0217 (the “Company”) are hereby convened to an extraordinary general meeting on Tuesday October 21, 2025, at 15.00, Advokatfirman Lindahl’s premises at Vaksalagatan 10 , Uppsala, Sweden.
Right to attend the general meeting
Shareholders who wish to participate in the meeting shall, in order to have the right to participate:
- be registered in your own name (not nominee-registered) in the share register kept by Euroclear Sweden AB on the record day for the meeting, that is Monday October 13, 2025,
- notify his or her intention to attend the general meeting on Friday October 17, 2025 at the latest by email to q-linea@lindahl.se or by mail to Q-linea AB (publ), c/o Advokatfirman Lindahl KB, Att: Olle Swärd Brattström, Box 1203, 751 42 Uppsala.
Such notification shall include the shareholder’s name, personal identification number or company registration number (or similar), 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
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 name (so-called voting rights registration) in the share register kept by Euroclear Sweden AB so that the shareholder is entered in the share register as of the record date on Monday October 13, 2025. The shareholders must therefore advise their bank/nominee well in advance of such date. Voting rights registration requested by shareholders at such a time that the registration has been made by the relevant nominee no later than Wednesday October 15, 2025 will be taken into account in the share register.
Proxy
Shareholders represented by proxy must submit a dated proxy. If the proxy is executed by a legal person, a copy of the certificate of registration or equivalent must be attached. The proxy may not be valid for a period longer than five years from its issuance. The original proxy (together with any authorisation documents such as certificate of registration) should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. A blank proxy form is available at the Company’s website, www.qlinea.com.
Proposed agenda
1. Opening of the general meeting and election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Determination as to whether the meeting has been duly convened
5. Approval of the agenda
6. Resolution on the subsequent approval by the general meeting of the board's resolution on September 18, 2025 regarding the new issue of shares with preferential rights for existing shareholders
7. Resolution on amendment of the articles of association
8. Resolution on authorization to the board to issue shares to guarantors
9. Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The nomination committee proposes Mattias Prage to be elected chairman for the meeting.
Item 6 – Resolution on the subsequent approval by the general meeting of the board's resolution on September 18, 2025regarding the new issue of shares with preferential rights for existing shareholders
On September 18, 2025 the board resolved, subject to the subsequent approval by the general meeting, on a rights issue of shares with preferential rights for existing shareholders according to the terms below (in italics). The board proposes that the general meeting approves the board’s resolution.
The board of directors in Q-linea AB, corp. reg. no 556729-0217 (the “Company”), resolves, subject to the subsequent approval by the general meeting, to increase the Company’s share capital by a maximum of SEK 1,287,374.60 through a new issue of a maximum of 12,873,746 shares with preferential rights for existing shareholders in accordance with the terms and conditions below.
(i) primarily, allocation shall be made to those who have also subscribed for shares with subscription rights, regardless of them being shareholder at the record date or not, pro rata in proportion to the number of shares subscribed for with subscription rights and, to the extent the shares cannot be allocated as stated above, allocated through drawing of lots,
(ii) secondly, allocation shall be made to others who have only registered for subscription without subscription rights, and in case of oversubscription, allocation shall be made pro rata in proportion to the number of shares subscribed for and, to the extent the shares cannot be allocated as stated above, allocated through a drawing of lots, and
(iii) thirdly, allocation shall be made to those who have made guarantee commitments, in proportion to such guarantee commitment.
Item 7 – Resolution on amendment of the articles of association
In order to achieve more appropriate limits for the share capital and the number of shares in the Company’s articles of association following the completion of the Rights Issue proposed to be approved under item 6 on the agenda of the general meeting, the board of directors proposes that the general meeting resolves to amend the articles of association in accordance with the following:
Current wording | Proposed wording |
§ 4 Share capital | § 4 Share capital |
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. | The share capital shall be not less than SEK 1,500,000 and not more than SEK 6,000,000. |
§ 5 Number of shares | § 5 Number of shares |
The number of shares shall be not less than 5,000,000 and not more than 20,000,000. | The number of shares shall be not less than 15,000,000 and not more than 60,000,000. |
The resolution to amend the articles of association is subject to and conditional upon the general meeting resolving to approve the Rights Issue in accordance with the board’s proposal under item 6 on the agenda of the general meeting.
The board of directors, or the person appointed by the board of directors, is authorized to make the minor adjustments necessary for the registration and execution of the resolution.
Item 8 – Resolution on authorization to the board to issue shares to guarantors
In order to enable the issuance of shares as compensation to those who have entered into guarantee commitments (the "Guarantors") to secure the Rights Issue, the board proposes that the extraordinary general meeting resolves to authorize the board, for the period until the next annual general meeting, on one or several occasions, with deviation from the shareholders’ preferential rights and with or without provisions regarding setoff or other conditions, to resolve on issue of shares to the Guarantors.
Upon exercise of the authorization, the terms and conditions for the shares shall be the same as in the Rights Issue.
The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to be able to carry out an issue of shares as compensation to the Guarantors. The number of shares that may be issued pursuant to the authorization may not exceed the total number of shares and warrants corresponding to the agreed fee that the Company has to pay to the Guarantors pursuant to the guarantee commitments.
The resolution to authorize the board to issue shares to the Guarantors presupposes and is conditional upon the extraordinary general meeting resolving to approve the board’s resolution of the Rights Issue in accordance with the board’s proposal in item 7 on the agenda for the extraordinary general meeting.
Number of shares and votes
As of the date of this notice, there are a total of 6,436,873 shares in the Company, all common shares. The total number of votes are 6,436,873. Further, the Company holds 329 common shares in itself, corresponding to a total of 329 votes. The Company may not vote for its own shares.
Majority requirements
A resolution in accordance with item 7 and item 8 above requires, for its validity, support from shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.
Shareholders' right to information at the 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. 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 board’s proposals for decisions as well as other documents according to the Swedish Companies Act Chapter 13 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). 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 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 September 2025
Q-linea AB (publ)
The board of directors
For more information, please contact:
Stuart Gander, President & CEO, Q-linea
Stuart.Gander@qlinea.com
Christer Samuelsson, CFO /IR, Q-linea AB
Christer.Samuelsson@qlinea.com
+46 (0) 70-600 15 20
About Q-linea
Q-linea’s rapid AST system, ASTar®, accelerates and simplifies the time-sensitive workflows faced during the treatment of patients with bloodstream infections and sepsis. Hospitals use ASTar to vastly reduce the time to optimal antimicrobial therapies and ensure that patients receive the correct treatments sooner — when time matters most. We are helping to create sustainable healthcare, now and in the future, and safeguard the effectiveness of antibiotics for generations to come.
Q-linea is headquartered in Uppsala, Sweden and has regional offices in Italy and the USA, with partnerships worldwide.
ASTar Instrument and ASTar BC G- Consumable kit are CE-IVD marked and FDA 510(k) cleared. For more information, please visit www.qlinea.com
Attachments
NOTICE OF EXTRAORDINARY GENERAL MEETING IN Q-LINEA AB (PUBL)
18 september, 08:10
The shareholders in Q-linea AB (publ), reg. no. 556729-0217 (the “Company”) are hereby convened to an extraordinary general meeting on Tuesday October 21, 2025, at 15.00, Advokatfirman Lindahl’s premises at Vaksalagatan 10 , Uppsala, Sweden.
Right to attend the general meeting
Shareholders who wish to participate in the meeting shall, in order to have the right to participate:
- be registered in your own name (not nominee-registered) in the share register kept by Euroclear Sweden AB on the record day for the meeting, that is Monday October 13, 2025,
- notify his or her intention to attend the general meeting on Friday October 17, 2025 at the latest by email to q-linea@lindahl.se or by mail to Q-linea AB (publ), c/o Advokatfirman Lindahl KB, Att: Olle Swärd Brattström, Box 1203, 751 42 Uppsala.
Such notification shall include the shareholder’s name, personal identification number or company registration number (or similar), 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
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 name (so-called voting rights registration) in the share register kept by Euroclear Sweden AB so that the shareholder is entered in the share register as of the record date on Monday October 13, 2025. The shareholders must therefore advise their bank/nominee well in advance of such date. Voting rights registration requested by shareholders at such a time that the registration has been made by the relevant nominee no later than Wednesday October 15, 2025 will be taken into account in the share register.
Proxy
Shareholders represented by proxy must submit a dated proxy. If the proxy is executed by a legal person, a copy of the certificate of registration or equivalent must be attached. The proxy may not be valid for a period longer than five years from its issuance. The original proxy (together with any authorisation documents such as certificate of registration) should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. A blank proxy form is available at the Company’s website, www.qlinea.com.
Proposed agenda
1. Opening of the general meeting and election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Determination as to whether the meeting has been duly convened
5. Approval of the agenda
6. Resolution on the subsequent approval by the general meeting of the board's resolution on September 18, 2025 regarding the new issue of shares with preferential rights for existing shareholders
7. Resolution on amendment of the articles of association
8. Resolution on authorization to the board to issue shares to guarantors
9. Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The nomination committee proposes Mattias Prage to be elected chairman for the meeting.
Item 6 – Resolution on the subsequent approval by the general meeting of the board's resolution on September 18, 2025regarding the new issue of shares with preferential rights for existing shareholders
On September 18, 2025 the board resolved, subject to the subsequent approval by the general meeting, on a rights issue of shares with preferential rights for existing shareholders according to the terms below (in italics). The board proposes that the general meeting approves the board’s resolution.
The board of directors in Q-linea AB, corp. reg. no 556729-0217 (the “Company”), resolves, subject to the subsequent approval by the general meeting, to increase the Company’s share capital by a maximum of SEK 1,287,374.60 through a new issue of a maximum of 12,873,746 shares with preferential rights for existing shareholders in accordance with the terms and conditions below.
(i) primarily, allocation shall be made to those who have also subscribed for shares with subscription rights, regardless of them being shareholder at the record date or not, pro rata in proportion to the number of shares subscribed for with subscription rights and, to the extent the shares cannot be allocated as stated above, allocated through drawing of lots,
(ii) secondly, allocation shall be made to others who have only registered for subscription without subscription rights, and in case of oversubscription, allocation shall be made pro rata in proportion to the number of shares subscribed for and, to the extent the shares cannot be allocated as stated above, allocated through a drawing of lots, and
(iii) thirdly, allocation shall be made to those who have made guarantee commitments, in proportion to such guarantee commitment.
Item 7 – Resolution on amendment of the articles of association
In order to achieve more appropriate limits for the share capital and the number of shares in the Company’s articles of association following the completion of the Rights Issue proposed to be approved under item 6 on the agenda of the general meeting, the board of directors proposes that the general meeting resolves to amend the articles of association in accordance with the following:
Current wording | Proposed wording |
§ 4 Share capital | § 4 Share capital |
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. | The share capital shall be not less than SEK 1,500,000 and not more than SEK 6,000,000. |
§ 5 Number of shares | § 5 Number of shares |
The number of shares shall be not less than 5,000,000 and not more than 20,000,000. | The number of shares shall be not less than 15,000,000 and not more than 60,000,000. |
The resolution to amend the articles of association is subject to and conditional upon the general meeting resolving to approve the Rights Issue in accordance with the board’s proposal under item 6 on the agenda of the general meeting.
The board of directors, or the person appointed by the board of directors, is authorized to make the minor adjustments necessary for the registration and execution of the resolution.
Item 8 – Resolution on authorization to the board to issue shares to guarantors
In order to enable the issuance of shares as compensation to those who have entered into guarantee commitments (the "Guarantors") to secure the Rights Issue, the board proposes that the extraordinary general meeting resolves to authorize the board, for the period until the next annual general meeting, on one or several occasions, with deviation from the shareholders’ preferential rights and with or without provisions regarding setoff or other conditions, to resolve on issue of shares to the Guarantors.
Upon exercise of the authorization, the terms and conditions for the shares shall be the same as in the Rights Issue.
The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to be able to carry out an issue of shares as compensation to the Guarantors. The number of shares that may be issued pursuant to the authorization may not exceed the total number of shares and warrants corresponding to the agreed fee that the Company has to pay to the Guarantors pursuant to the guarantee commitments.
The resolution to authorize the board to issue shares to the Guarantors presupposes and is conditional upon the extraordinary general meeting resolving to approve the board’s resolution of the Rights Issue in accordance with the board’s proposal in item 7 on the agenda for the extraordinary general meeting.
Number of shares and votes
As of the date of this notice, there are a total of 6,436,873 shares in the Company, all common shares. The total number of votes are 6,436,873. Further, the Company holds 329 common shares in itself, corresponding to a total of 329 votes. The Company may not vote for its own shares.
Majority requirements
A resolution in accordance with item 7 and item 8 above requires, for its validity, support from shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.
Shareholders' right to information at the 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. 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 board’s proposals for decisions as well as other documents according to the Swedish Companies Act Chapter 13 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). 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 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 September 2025
Q-linea AB (publ)
The board of directors
For more information, please contact:
Stuart Gander, President & CEO, Q-linea
Stuart.Gander@qlinea.com
Christer Samuelsson, CFO /IR, Q-linea AB
Christer.Samuelsson@qlinea.com
+46 (0) 70-600 15 20
About Q-linea
Q-linea’s rapid AST system, ASTar®, accelerates and simplifies the time-sensitive workflows faced during the treatment of patients with bloodstream infections and sepsis. Hospitals use ASTar to vastly reduce the time to optimal antimicrobial therapies and ensure that patients receive the correct treatments sooner — when time matters most. We are helping to create sustainable healthcare, now and in the future, and safeguard the effectiveness of antibiotics for generations to come.
Q-linea is headquartered in Uppsala, Sweden and has regional offices in Italy and the USA, with partnerships worldwide.
ASTar Instrument and ASTar BC G- Consumable kit are CE-IVD marked and FDA 510(k) cleared. For more information, please visit www.qlinea.com
Attachments
NOTICE OF EXTRAORDINARY GENERAL MEETING IN Q-LINEA AB (PUBL)
AI-bolagen
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