Notice of Extraordinary General Meeting 2026 in Qlife Holding AB

The shareholders of Qlife Holding AB, corporate identity number 559224-8040, are hereby invited to attend an Extraordinary General Meeting on 26 February 2026 at 10:00 a.m. at the offices of Moll Wendén Advokatbyrå at Stortorget 8 in Malmö.

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 Sweden AB regarding the situation on the record date, which is 18 February 2026,
• register for the meeting no later than 20 February 2026. Registration shall be made by post to Moll Wendén Advokatbyrå, 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 Sweden AB so that the shareholder is entered in the share register as of 18 February 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 18 February 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 on amendment of the Articles of Association.
8. Resolution to approve the Board of Directors' resolution on new share issue with preferential rights for the company's existing shareholders.
9. Resolution on authorising the Board of Directors to resolve on a so-called over-allotment issue.
10. Closing of the meeting.

Proposed resolutions

Item 2 : Election of Chairperson for the meeting

The Board of Directors proposes that legal associate Eira Sjösvärd or, in her absence, the person appointed by the Board of Directors, be elected as Chairperson of the Meeting.

Item 7: Resolution regarding amendment of the Articles of Association

The Board of Directors of Qlife Holding AB proposes that the Extraordinary General Meeting resolve to amend the limits for share capital and number of shares in the Articles of Association, essentially in accordance with the following.

The resolution is conditional upon the Extraordinary General Meeting resolving to approve the Board's resolution on a new share issue of shares with preferential rights for the company's shareholders in accordance with item 8 in the proposed agenda in the notice to the Extraordinary General Meeting.

The Board of Directors, the CEO or the person appointed by the Board of Directors or the CEO is authorised to make such minor amendments to the resolution that be required in connection with the registration of the resolution with the Swedish Companies Registration Office.

Majority requirement

A resolution in accordance with this proposal requires the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the Extraordinary General Meeting.

Item 8: Resolution to approve the Board of Directors' resolution on new share issue with preferential rights for the company's existing shareholders

The Board of Directors of Qlife Holding AB proposes that the Extraordinary General Meeting approve the Board of Director's resolution on 22 January 2026 regarding a new share issue of a maximum of 15,679,521 shares, entailing an increase in share capital of a maximum of SEK 2,508,723.36 (the "Rights Issue").

The resolution shall otherwise be governed by the following terms and conditions.

1. The company's shareholders shall have preferential rights to subscribe for the new shares pro rata to the number of shares previously held by the holder.
2. The record date for determining which shareholders shall be entitled to subscribe for shares with preferential rights (i.e., to receive subscription rights) shall be 3 March 2026.
3. For each share held on the record day, shareholders will receive one (1) subscription right. One (1) subscription right entitles the holder to subscribe for one (1) new share.
4. A subscription price of SEK 2.0 shall be paid for each share subscribed for. The share premium shall be transferred to the unrestricted premium reserve.
5. Subscription of new shares with preferential rights (i.e., with subscription rights) shall be made by payment in cash during the period from and including 5 March 2026 up to and including 19 March 2026. The Board of Directors shall have the right to extend the subscription period and the date for payment.
6. Subscription of shares without preferential rights (i.e., without subscription rights) shall be made on a separate application form during the period from and including 5 March 2026 up to and including 19 March 2026, or with respect to subscription by any guarantors in accordance with item 7 below, no later than three (3) banking days thereafter. Payment for shares subscribed for without subscription rights shall be made in cash pursuant to instructions on a promissory note, however no later than three (3) bank days from the issue of such promissory note. The Board of Directors shall have the right to extend the subscription period and the date for payment.
7. In the event that not all shares issued in the Rights Issue are subscribed for with subscription rights, the Board of Directors shall decide on the allotment of new shares subscribed for without subscription rights in accordance with the following:
   1. firstly, allotment shall be made to those who have subscribed for shares on the basis of subscription rights (regardless of whether they were shareholders on the record date or not) and who have expressed an interest in subscribing for shares without subscription rights, and in the event that allotment to these persons cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each of those who have expressed an interest in subscribing for shares without subscription rights has exercised for the subscription of shares;
   2. secondly, allotment shall be made to others who have applied for subscription of shares in the new share issue without subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the total number of shares for which the subscriber has applied for subscription;
   3. thirdly and lastly, allotment shall be made to those who have given guarantee commitments regarding the subscription of shares, in relation pro rata to such guarantee commitments.

To the extent that allotment in any of the above stages cannot be made pro rata, allotment shall be made by drawing lots.

8. The new shares shall entitle to dividends for the first time on the record day for dividends which occurs immediately following the date when the new shares were registered in the share register maintained by Euroclear Sweden AB.

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 Sweden AB or due to other formal requirements.

The resolution is conditional upon the general meeting passing resolutions in accordance with item 7 of the proposed agenda and these resolutions being registered with the Swedish Companies Registration Office.

Item 9: Resolution on authorising the Board of Directors to resolve on a so-called over-allotment issue

The Board of Directors proposes that the Extraordinary General Meeting authorise the Board of Directors, at a time immediately following the announcement of the outcome of the Rights Issue in accordance with item 8 of the proposed agenda, and with deviation from the shareholders' preferential rights, resolve on a new issue of shares to enable a so-called over-allotment issue of a maximum of 3,000,000 shares, entailing an increase in the company's share capital of a maximum of SEK 480,000 (the "Over-Allotment Issue" and the authorisation the "Over-Allotment Option"). The authorisation is conditional upon, and may only be utilised by, the Board of Directors for the purpose of meeting any oversubscription in the Rights Issue. A new issue in accordance with this authorisation shall be made on terms corresponding to the terms of the Rights Issue, whereby the subscription price in the Over-Allotment Issue shall be the same as in the Rights Issue and amount to SEK 2.0 per share, with the condition that payment can be made in cash or by set-off.

The potential Over-Allotment Issue is, technically speaking, a directed issue that may be carried out in connection with the announcement of the outcome of the Rights Issue. In the event that the Rights Issue is oversubscribed and the Over-Allotment Option is exercised, the Board of Directors will make a separate resolution on the Over-Allotment Issue in connection with the resolution on the allotment of shares in the Rights Issue.

The potential Over-Allotment Issue will be implemented with deviation from the shareholders' preferential rights, primarily to the issuer of the credit facility (JEQ Capital AB), which the company announced to the market in press releases on 29 January 2025 and on 21 August 2025 (the "Credit Facility"), and secondarily to others who have expressed an interest in subscribing for shares without preferential rights in the Rights Issue. In the event that allotment to others who have expressed an interest in subscribing for shares without preferential rights cannot be made in full, allotment shall be made pro rata in relation to their expressed interest and, to the extent that this cannot be done, by drawing lots.

The basis for the subscription price are as follows. The subscription price in the Rights Issue (and thus also in the possible Over-Allotment Issue) has been determined by the Board of Directors after an overall assessment of prevailing market conditions and investor interest in the Rights Issue, including arm's length negotiations with guarantors and JEQ Capital AB. Against this background, the Board of Directors considers that the subscription price of SEK 2.0 per share is in line with market conditions. In the event of a possible exercise of the Over-allotment Option, the Board of Directors will, in connection with its separate resolution on the Over-allotment Issue, take particular account of the prevailing market price of the share and other relevant circumstances to ensure that the subscription price is also market-based at that time.

The reasons for the deviation from the shareholders' preferential rights are as follows. The primary purpose of the Over-Allotment Option is to enable allotment to the issuer of the Credit Facility, which intends to pay for the allotted shares by set-off against its claim against the company. In the event of oversubscription in the Rights Issue, the company can meet the demand from the issuer of the Credit Facility and also meet any stronger demand from other subscribers in the Rights Issue. This enables the company to strengthen its financial position in a time- and cost-effective manner. The alternatives, either to repay the amount paid out under the Credit Facility or to carry out a possible separate set-off issue to the issuer of the Credit Facility at a later date, would entail additional costs and time, which would not be in the interests of the company or its shareholders. The Board's overall assessment is therefore that there are compelling reasons to deviate from the main rule on preferential rights for existing shareholders and that the Over-Allotment Issue contributes to creating value for all of the Company's shareholders.

The resolution is conditional upon the general meeting passing resolutions in accordance with items 7 and 8 of the proposed agenda and these resolutions being registered with the Swedish Companies Registration Office.

The Board of Directors, the CEO or the person appointed by the Board of Directors or the CEO is authorised to make such minor amendments to the resolution that be required in connection with the registration of the resolution with the Swedish Companies Registration Office.

Majority requirement

A resolution in accordance with this proposal requires the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the Extraordinary General 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 Companies Act will be made available at the company and on the company's website, www.qlifeholding.com, at least three 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 Board's complete proposals for resolutions are set out in the notice. Copies of the documents will also be available at the meeting.

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.

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 15,679,521. The company does not hold any of its own shares.

__________

Gothenburg, January 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.