Notice of extraordinary general meeting in Xspray Pharma AB (publ)
The shareholders of Xspray Pharma AB (publ) are hereby summoned to attend the extraordinary general meeting (“EGM”) on Tuesday, 20 February, 2018, at 11.00 CET at Advokatfirman Vinge’s offices on Smålandsgatan 20 in Stockholm, Sweden.
Right to participate
Those who have been recorded as shareholders in the share register kept by Euroclear Sweden AB as per Wednesday 14 February, 2018, and who, no later than on Wednesday 14 February, 2018, have given notice to the company of their intent to participate at the EGM, shall have the right to participate at the EGM. Notice to participate shall be made in writing to the address Gunnar Asplunds allé 32, SE-171 63 Solna or by e-mail to firstname.lastname@example.org. The notice shall contain the shareholder’s name, personal identity number or registration number and daytime telephone number and, where applicable, the number of advisors (maximum two).
Shareholders whose shares are nominee-registered must temporarily register their shares in their own names in the share register kept by Euroclear Sweden AB in order to be entitled to participate in the EGM. Such registration must be effected no later than on 14 February, 2018 and should be requested from the nominee well in advance.
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney shall be made in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a copy of the registration certificate or, if no such document exists, equivalent documentation shall be included with the notification. The documentation shall certify the right for the person that has signed the power of attorney to appoint a proxy for the legal entity. To facilitate registration at the EGM, the power of attorney shall be provided in original as well as the registration certificate and other documents of authority shall be provided to the company well in advance of the EGM. If the power of attorney and the other authorization documents have not been submitted in advance, the power of attorney in original form and other authorization documents must be presented at the EGM. Power of attorney forms are available at the company and on the company’s website, www.xspraypharma.com, and will be sent upon request to any shareholder who states their postal address.
1) Opening of the meeting
2) Election of chairman of the meeting
3) Preparation and approval of the voting register
4) Approval of the agenda
5) Election of one or two persons to attest the minutes
6) Determination as to whether the meeting has been duly convened
7) The board of directors’ proposal for a resolution on a directed issue of shares
8) Closing of the meeting
The board of directors’ proposal for a resolution on a directed issue of shares (item 7)
The board of directors proposes that the general meeting resolves to carry out a directed issue of not more than 1,350,000 new shares, entailing an increase in the share capital of not more than SEK 1,350,000. The resolution shall otherwise be governed by the following terms and conditions.
- The right to subscribe for the new shares in the directed issue shall, with deviation from the shareholders’ pre-emption rights, be granted to a limited number of strategic or institutional investors which have been identified by way of a so-called private placement procedure.
The reasons for the deviation from the shareholders’ pre-emption rights are to strengthen the institutional shareholder base of the company, whilst in an efficiently managed and timely manner raise capital for the development of additional drug candidates.
- The subscription price per share shall be SEK 65. The basis for the subscription price has been determined through a so called private placement procedure.
- Subscription for the newly issued shares shall take place no later than on 23 February 2018. Subscription shall be made on a separate subscription list. The board shall be entitled to extend the subscription period.
- Payment for the subscribed shares shall be made no later than on 26 February 2018. The board shall be entitled to delay the date of payment.
- The new shares shall entitle to dividends from and including the first record day for dividends following the registration of the issue.
The board of directors, or any person appointed by the board of directors, shall have the right to make any adjustments or amendments of the above resolutions which may be required in connection with the registration of such resolutions and to take any other measure deemed necessary for the execution of the resolutions.
The general meeting’s resolution under item 7 above requires that shareholders representing not less than two thirds of both the votes cast and of the shares represented at the meeting approve the resolution.
When this notice to attend the EGM was issued, the total number of shares and votes in the company was 12,356,460. The company does not own any treasury shares. The board of directors’ complete proposal will be available at the company and on the company’s website www.xspraypharma.com, as soon as possible after the notice has been made. Copies of the documents will be sent upon request to any shareholder stating his/her postal address. The shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Solna, January 2018
Xspray Pharma AB (publ)
The Board of Directors
For further information, please contact:
Per Andersson, CEO, Xspray Pharma AB (publ)
Mobile: +46 (0)706 88 23 48
About Xspray Pharma
Xspray Pharma AB (publ) is a product development company with several product candidates under clinical development. Xspray uses its innovative RightSize-technology in order to develop improved and generic versions of already marketed cancer drugs, primarily protein kinase inhibitors (PKI), for treating cancer. The segment is the second largest within the oncology department and the drug prices are very high. Through its innovative technology, Xspray can enter the market as first competitor to the original drugs available today without the hindrance of secondary patents. Xspray’s goal is to ha three products ready for launch on the American market during the period 2020-2023, with a first product launched at the latest by 2021. The company has patents on production technology, equipment and the resulting products. The shares in Xspray Pharma (publ) are traded on Nasdaq First North Stockholm and Redeye is the Certified Adviser for the company.
Xspray Pharma AB (publ)
Gunnar Asplunds Allé 32
171 63 Solna