Announcement from Xbrane Biopharma's extra general meeting

Press release
2018-04-03
  
The extra general meeting ("EGM") of Xbrane Biopharma AB ("Xbrane Biopharma" or the "Company") was held today on 3 April 2018 and the following resolutions were passed by the meeting.

Election of the board of directors and remuneration

The EGM resolved that the board of directors shall comprise of seven directors and no deputy directors.

It was further resolved that no directors' fee shall be paid to the new director, where the fee shall instead be proposed for the annual general meeting 2018.

Anders Tullgren was elected as new director of the board as well as chairman of the board. The board of directors thereby comprises Giorgio Chirivi, Peter Edman, Saeid Esmaeilzadeh, Maris Hartmanis, Alessandro Sidoli, Anders Tullgren and Karin Wingstrand.

Issue of a maximum of 32,857 new shares and a maximum of 49,285 warrants to the new director

The EGM resolved to issue a maximum of 32,857 shares. The shares were issued to Anders Tullgren as part of an incentive program directed to him. The total increase of the Company's share capital can amount to a maximum of SEK 7,366.080888. The subscription price for the new shares shall be SEK 60.87 per share, which corresponds to the volume weighted average price at Nasdaq First North during the period as of 2 March 2018 up to and including 15 March 2018. The Company will receive in total maximum SEK 2,000,005.59 if all shares are subscribed for.

The EGM further resolved to issue a maximum of 49,285 warrants. The warrants were issued to Anders Tullgren as part of an incentive program directed to him. Anders Tullgren has the right to subscribe for warrants at a price corresponding to the market value of the warrants. Each warrant entitles to subscription of one new share in the Company during the period from 1 April 2021 up to an including 31 May 2021. Subscription of shares may be made at a subscription price of 91 SEK, which corresponds to 150 percent of the volume weighted average price at Nasdaq First North during the period as of 2 March 2018 up to and including 15 March 2018. If all warrants are exercised the share capital of the Company may increase with a maximum of SEK 11,049.009239.

Issue of a maximum of 10,000 new shares and a maximum of 15,000 warrants to current directors

The EGM resolved to issue a maximum of 10,000 shares. The shares were issued to the current directors, excluding Saeid Esmaeilzadeh, as part of an incentive program directed to them. The total increase of the Company's share capital can amount to a maximum of SEK 2,242.860452. The subscription price for the new shares shall be SEK 61,04 per share, which corresponds to the volume weighted average price at Nasdaq First North during the period as of 20 March 2018 up to and including 2 April 2018. The Company will receive in total maximum SEK 610,400 if all shares are subscribed for.

The EGM further resolved to issue a maximum of 49,285 warrants. The warrants were issued to the current directors, excluding Saeid Esmaeilzadeh, as part of an incentive program directed to them. The eligible subscribers has right to subscribe for warrants at a price corresponding to the market value of the warrants. Each warrant entitles to subscription of one new share in the Company during the period from 1 April 2021 up to an including 31 May 2021. Subscription of shares may be made at a subscription price of 91,56 SEK, which corresponds to 150 percent of the volume weighted average price at Nasdaq First North during the period as of 20 March 2018 up to and including 2 April 2018. If all warrants are exercised the share capital of the Company may increase with a maximum of SEK 3,362.790678.

Issue of a maximum of 96,000 warrants to the Company group management

The EGM also resolved to issue a maximum of 96,000 warrants. The warrants were issued to the company group management, as part of an incentive program directed to them. The management of the company group comprising of up to four positions is offered to subscribe for between 6,000 and 24,000 warrants, where the managing director may subscribe for a maximum of 24,000 warrants and the others a maximum of 24,000 warrants, in total 96,000 warrants. The eligible subscribers has right to subscribe for warrants at a price corresponding to the market value of the warrants.

Each warrant entitles to subscription of one new share in the Company during the period from 1 April 2022 up to an including 31 May 2022. Subscription of shares may be made at a subscription price of 122,08 SEK, which corresponds to 200 percent of the volume weighted average price at Nasdaq First North during the period as of 20 March 2018 up to and including 2 April 2018. If all warrants are exercised the share capital of the Company may increase with a maximum of SEK 21,521.860342.

Dilution

The dilution of the new share issues and issues of warrants as set out above, taking into account the full subscription and exercise of all warrants offered, is estimated to approximately 3.30 percent of the total number of shares and votes in the Company, provided that full subscription of shares and warrant and exercise of all warrants occurs in all programs.

About Xbrane
Xbrane is a commercial phase Swedish biopharmaceutical company specialized in biosimilars and long-acting injectables. Xbrane has world leading expertise in developing generics for long-acting injectable drugs and proprietary high-yield protein expression technology for the development of biosimilars. Xbrane's headquarter is located in Stockholm and the company's in-house research and development facilities are in Sweden and Italy. Xbrane is listed at Nasdaq First North since February 3rd, 2016 under the name XBRANE and Avanza Bank AB is Xbrane's certified adviser. For more information see 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