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

Regulatory press release 2020-05-14

The following resolutions were passed at the annual general meeting (the “AGM”) of Xspray Pharma AB (publ) (“Xspray”) on 14 May 2020 in Stockholm.

Adoption of income statement and balance sheet for the financial year 2019 and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2019 as well as the balance sheet and consolidated balance sheet as of 31 December 2019. The members of the board of directors and the managing director were discharged from liability for the financial year 2019.

Allocation of profit or loss
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend shall be paid for 2019 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 Michael Wolff Jensen, Maris Hartmanis, Carl-Johan Spak, Torbjörn Koivisto, Gunnar Gårdemyr and Christine Lind as members of the board of directors for the period until the end of the next annual general meeting. Michael Wolff Jensen was re-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 three largest shareholders, based on ownership in the company as of 30 September.

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.

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