Bulletin from the 2023 annual general meeting of Xspray Pharma AB (publ)

Regulatory press release 2023-05-16

The following resolutions were passed at the annual general meeting (the “AGM”) of Xspray Pharma AB (publ) (“Xspray”) on 16 May 2023.

Adoption of income statement and balance sheet for the financial year 2022 and discharge from liability
The AGM resolved to adopt the income statement and the consolidated income statement for the financial year 2022 as well as the balance sheet and consolidated balance sheet as of 31 December 2022. 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 2022.

Allocation of profit or loss
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend shall be paid for 2022 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, to re-elect
Anders Ekblom, Anders Bladh, Maris Hartmanis, Torbjörn Koivisto, Christine Lind, Robert Molander and Carl-Johan Spak as members of the board of directors for the period until the end of the next annual general meeting. Ander Ekblom 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. The principles are unchanged in relation to the principles adopted by the annual general meeting 2022 and imply, in short, 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.

Guidelines for remuneration to executives and board members
The AGM resolved, in accordance with the board of directors’ proposal, to adopt new guidelines for remuneration to executives and board members.

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 2023 (LTI 2023) 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 for employees within Xspray based on warrants and employee stock options (LTI 2023). Within the framework of the program, it was also resolved to issue and transfer a maximum of 298,728 warrants.

Authorisation to issue new shares with deviation from the shareholders’ preferential rights
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 until the next annual general meeting, with deviation from the shareholders’ preferential rights, to increase the company’s share capital by issuing new shares. Such share issue resolution may be made with or without provisions for contribution in kind or set-off or other conditions. The authorisation may only be utilised to the extent that the number of shares issued by virtue of the authorisation corresponds to not more than 20 per cent of the total number of shares outstanding at the time of the AGM’s resolution on the proposed authorisation.

Authorisation to issue new shares without deviation from the shareholders’ preferential rights
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 until the next annual general meeting, without deviation from the shareholders’ preferential rights, to increase the company’s share capital by issuing new shares. Such share issue resolution may be made with or without provisions for contribution in kind or set-off or other conditions.

About Xspray Pharma

Xspray Pharma AB (publ) is a pharmaceutical company with numerous product candidates in clinical development, utilizing its innovative, patented HyNap-technology to create improved versions of marketed protein kinase inhibitors (PKI), the largest oncology segment often with high drug prices. The company's goal is to become a market leader of enhanced PKIs for cancer treatment. Xspray Pharma's primary drug candidate, Dasynoc (XS004-dasatinib), is currently undergoing FDA review. It is an amorphous form of dasatinib, demonstrating bioequivalence at a 30% lower dose because of better solubility profile. Its compatibility with proton pump inhibitors (PPIs), commonly co-prescribed to chronic myeloid leukemia patients, provides a significant advantage. Xspray Pharma is building a robust product portfolio, including XS003-nilotinib (an optimized version of Tasigna®) and XS008-axitinib (an optimized version of Inlyta®).

Xspray Pharma’s shares are traded at Nasdaq Stockholm (Nasdaq Stockholm: XSPRAY).
www.xspraypharma.com