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Bulletin from the annual general meeting of Xspray Pharma AB (publ)

The following resolutions were passed at the annual general meeting (the “AGM”) of Xspray Pharma AB (publ) (“Xspray”) on 20 May 2021.

Adoption of income statement and balance sheet for the financial year 2020 and discharge from liability
The AGM resolved to adopt the income statement and the consolidated income statement for the financial year 2020 as well as the balance sheet and consolidated balance sheet as of 31 December 2020. The members of the board of directors and the managing director were discharged from liability for the financial year 2020.

Allocation of profit or loss
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend shall be paid for 2020 and that the results of the company shall be carried forward.

Election of board members, auditors, fees to the board of directors and auditors
The AGM resolved, in accordance with the nomination committee’s proposal, on re-election of
Gunnar Gårdemyr, Maris Hartmanis, Torbjörn Koivisto, Christine Lind and Carl-Johan Spak as members of the board of directors and election of Anders Ekblom and Anders Bladh for the period until the end of the next annual general meeting. Ander Ekblom was elected as the chairman of the board of directors. The audit firm KPMG AB was re-elected auditor of the company for the period until the end of the next annual general meeting.

The AGM further resolved on remuneration to the board of director in accordance with the nomination committee’s proposal. The AGM also resolved, in accordance with the nomination committee’s proposal, that the remuneration to the auditor shall be paid in accordance with approved statement of costs.

Nomination committee for the next annual general meeting
The AGM resolved, in accordance with the nomination committee’s proposal, on principles for appointing the nomination committee. In short, the principles imply that the nomination committee shall comprise the chairman of the board of directors together with one representative of each of the four largest shareholders, based on ownership in the company as of 31 August.

The board of directors’ remuneration report
The AGM resolved to approve the remuneration report as presented by the board of directors.

Long-term incentive program 2021 (LTI 2021)
The AGM resolved, in accordance with the board of directors’ proposal, to adopt a long-term incentive program 2021 (LTI 2021) and the issue of a maximum of 195,725 warrants.

Long-term incentive program for the chairman of the board proposed by the nomination committee (Chairman of the Board LTI 2021)
The AGM resolved, in accordance with the nomination committee’s proposal, to adopt a long-term incentive program for the chairman of the board proposed by the nomination committee (Chairman of the Board LTI 2021) and the issue of a maximum of 13,214 warrants.

Authorisation to issue new shares
The AGM resolved, in accordance with the board of directors’ proposal, to authorise the board of directors, at one or several occasions and for the period up until the next annual general meeting, to resolve to increase the company’s share capital by issuing new shares. Such share issue resolution may be carried out with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The authorisation may only be utilised to the extent that it corresponds to a dilution of not more than ten per cent of the total number of shares outstanding at the time of the general meeting’s resolution on the proposed authorisation.

Amendments of the articles of association
The AGM resolved, in accordance with the board of directors’ proposal, to amend the articles of association, meaning that the limits for the company’s share capital is amended, that the limits for the company’s number of shares is amended and that a paragraph on collection of powers of attorney and postal voting is added.

Source: MFN
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