NewsAnnouncement from Xbrane Biopharma’s annual general meeting

Press release
2018-05-24

The annual general meeting (“AGM“) of Xbrane Biopharma AB (“Xbrane” or the “Company“) was held today on 24 May 2018 and the following resolutions were passed by the meeting.

Adoption of the income statement and the balance sheet

The AGM resolved to adopt the income statement and the balance sheet in Xbrane and the consolidated income statement and the consolidated balance sheet.

Allocation of profit

The AGM resolved that no dividend would be paid to the shareholders and that the previously accrued results, including the share premium account and year result, in total SEK 102,937,000, would be carried forward.

Discharge from liability

The board of directors and the CEO were discharged from liability for the financial year 2017.

Election of the board of directors, auditor and remuneration 

The AGM resolved that the board of directors shall comprise seven directors and no deputy directors. The AGM resolved that the number of auditors shall be one registered audit firm.

It was further resolved that the he remuneration is to be SEK 1,200,000 in total (SEK 600,000 previous year) and shall be paid to the board of directors and the members of the established committees as follows:

  • SEK 150,000 to each director and the chairman of the board of directors is to receive SEK 300,000.

It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.

Giorgio Chirivi, Peter Edman, Saeid Esmaeilzadeh, Maris Hartmanis, Alessandro Sidoli, Anders Tullgren och Karin Wingstrand were re-elected as directors of the board. Anders Tullgren was re-elected as chairman of the board.

KPMG AB was re-elected as the Company auditor. KPMG AB has announced that Duane Swanson will continue to act as main responsible auditor.

Principles for appointment of the nomination committee

It was resolved to adopt principles for appointment of a nomination committee in accordance with the shareholder Serendipity Group AB’s proposal.

Guidelines for the determination of remuneration to senior executives

It was resolved to adopt guidelines for the determination of remuneration to senior executives in accordance with the board of directors’ proposal.

Changes of the articles of association

It was resolved to change the articles of association in accordance with the board of directors’ proposal, whereby the limits for the share capital and number of shares were changed.

 Long-term incentive program

It was resolved to approve a long-term incentive program in accordance with the board of directors’ proposal. The program is a share-based program. In order to secure delivery of shares it was also resolved to issue 192,338 warrants and to approve subsequent transfer to the participants.

Authorization for the board to issue shares, convertibles and/or warrants

The AGM resolved, in accordance with the board of directors’ proposal, to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, in the amount not exceeding 2,000,000 shares in the Company, to be paid in cash, in kind and/or by way of set-off.

For further details regarding the resolutions set out above refer to the complete proposal in the notice available at the Company’s website, www.xbrane.com.

For further information, please contact:
Martin Åmark
Chief Executive Officer
M: +46 (0) 763-093 777
E: martin.amark@xbrane.com

Susanna Helgesen
CFO/IR, Xbrane Biopharma AB
M: +46 (0) 708-278 636
E: susanna.helgesen@xbrane.com