Bulletin from the 2022 Annual General Meeting of Xspray Pharma AB (publ)
Regulatory press release 2022-05-19
The following resolutions were passed at the annual general meeting (the “AGM”) of Xspray Pharma AB (publ) (“Xspray”) on 19 May 2022.
Adoption of income statement and balance sheet for the financial year 2021 and discharge from liability
The AGM resolved to adopt the income statement and the consolidated income statement for the financial year 2021 as well as the balance sheet and consolidated balance sheet as of 31 December 2021. The members of the board of directors (including board members who resigned or was appointed during the financial year) and the managing director were discharged from liability for the financial year 2021.
Allocation of profit or loss
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend shall be paid for 2021 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
Anders Ekblom, Anders Bladh, Maris Hartmanis, Torbjörn Koivisto, Christine Lind and Carl-Johan Spak as members of the board of directors and election of Robert Molander 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 2022 (LTI 2022) based on warrants and employee stock options
The AGM resolved, in accordance with the board of directors’ proposal, to adopt a long-term incentive program 2022 (LTI 2022) and the issue of a maximum of 421,881 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 20 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, whereby the last day for shareholders to be registered in a transcript or other presentation of the share register to attend the company’s general meetings is changed in accordance with the Swedish Companies Act and minor amendments without factual change are made.