Xspray Pharma

The following resolutions were passed at the annual general meeting (the “AGM”) of Xspray Pharma AB (publ) (“Xspray”) on 21 May 2024.
Adoption of income statement and balance sheet for the financial year 2023 and discharge from liability
The AGM resolved to adopt the income statement and the consolidated income statement for the financial year 2023 as well as the balance sheet and consolidated balance sheet as of 31 December 2023. The members of the board of directors and the managing director were discharged from liability for the financial year 2023.
Allocation of profit or loss
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend shall be paid for 2023 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. Anders 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 2023 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.
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 2024 (LTI 2024) 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 2024). Within the framework of the program, it was also resolved to issue and transfer a maximum of 395,613 warrants.
Authorisation to issue new shares, warrants and/or convertibles with or 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, with or without deviation from the shareholders’ preferential rights, to issue new shares, warrants and/or convertibles. Such issue may be made with or without provisions for contribution in kind or set-off or other conditions. If such issue is made with deviation from the shareholders´ preferential rights, 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.