Xbrane Biopharma AB: Notice of extra general meeting in Xbrane Biopharma AB

Press release
2018-03-16

The shareholders of Xbrane Biopharma AB, reg. no. 556749-2375, (the "Company"), are hereby convened to an extra general meeting to be held on Tuesday 3 April 2018, at 17.30 p.m. at Spårvagnshallarna, Birger Jarlsgatan 57 A, Stockholm. The doors to the meeting will open at 17.00 p.m.

Right to attend the Extra General Meeting and notice:

Shareholders wishing to attend the extra general meeting must:

  1. on the record date, which is Monday 26 March 2018, be registered in the share register maintained by Euroclear Sweden AB. Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Monday 26 March 2018, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting; and
     
  2. notify their participation at the general meeting no later than Tuesday 27 March 2018. Notice of participation at the general meeting shall be sent by regular mail to Xbrane Biopharma AB, Banvaktsvägen 22, 171 48 Stockholm or by e-mail to ir@xbrane.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail to Xbrane Biopharma AB, Banvaktsvägen 22, 171 48 Stockholm or by e-mail to ir@xbrane.com , and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on 27 March 2018. A form proxy will be available for downloading on the Company's website www.xbrane.com.

Proposed agenda:

  1. Opening of the meeting and election of the chairman of the general meeting
  2. Preparation and approval of voting list
  3. Approval of the agenda
  4. Election of one person to certify the minutes
  5. Determination of whether the general meeting has been duly convened
  6. Election of new board member
  7. Proposal to issue a maximum of 32,857 new shares to the new director
  8. Proposal regarding issuance of a maximum of 49,285 warrants to new director of the board
  9. Proposal to issue a maximum of 10,000 new shares to currents directors
  10. Proposal regarding issuance of a maximum of 15,000 warrants to current directors
  11. Proposal regarding issuance of a maximum of 96,000 warrants to the company group management
  12. Closing of the meeting

Proposals for resolutions:

Item 1: Opening of the meeting and election of the chairman of the general meeting
The board of directors proposes that Joakim Falkner, attorney at law, Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.

Item 6: Election of new board member
The shareholder Serendipity Group AB proposes that the board shall consist of seven directors.
It is further proposed that no directors fee shall be paid to the new director, where the fee shall instead be proposed for the annual general meeting 2018.

The shareholder Serendipity Group AB proposes that Anders Tullgren is elected as new director of the board as well as chairman of the board. The board of directors will accordingly comprise Giorgio Chirivi, Peter Edman, Saeid Esmaeilzadeh, Maris Hartmanis, Alessandro Sidoli, Anders Tullgren and Karin Wingstrand.

Further information regarding the proposed director

Anders Tullgren

Year of birth: 1961

Nationality: Swedish

Independence: Independent in relation to both the Company, its management and in relation to the Company's major shareholders.

Direct or related person ownership in the Company as of the date of this notice: 0

Anders Tullgren is Chairman of Trialbee AB, Sweden and Board member of BrandingScience Ltd, UK. He has over 30 years of global experience in the pharmaceutical industry and has had senior leadership roles in the United States, Germany, France, the United Kingdom and the Nordic region. The latest role he left in 2017 was as President of the Interkontintala region of Bristol Myers Squibb with responsibility for over 30 countries, 5,000 employees and a turnover of over 20 billion.

Further information regarding the remaining directors is available on the company's website www.xbrane.com and in the annual report for 2016.

Item 7: Proposal to issue a maximum of 32,857 new shares to the new director
The shareholder Serendipity Group AB proposes that the extra general meeting of the Company resolves to issue a maximum of 32,857 shares, in accordance with the following:

The total increase of the Company's share capital can amount to a maximum of SEK 7,366.5394.

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, in total maximum SEK 2,000,005.59 if all shares are subscribed for.

The right to subscribe for the shares shall, with deviation from the shareholders' priority right, be attributed to the director proposed for new election at the extra general meeting.

Subscription for the shares shall be made through payment no later than on 6 April 2018. The board of directors has the right to extend the subscription period.

The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.

The reason for the deviation from the shareholders' priority right is to offer the proposed director ownership in the Company. The purpose is to create a common interest for the Company's shareholders and the proposed director to work for and aim at the Company achieving the best development possible with respect to its business and value as well as an increased motivation for the director. The Company also receives capital in a time efficient way enable at attractive terms. The basis for the subscription price is the volume weighted average price for the ten trading days as of 2 March 2018 up to and including 15 March 2018, without any discount.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.

Item 8: Proposal regarding issuance of a maximum of 49,285 warrants to new director of the board
The shareholder Serendipity Group AB proposes that the extra general meeting of the Company shall resolve to issue a maximum of 49,285 warrants, which may result in a maximum increase in the Company's share capital of SEK 11,049.009239. The warrants shall entitle to subscription of new shares in the Company. The following terms shall apply to the issuance:

The warrants may, with deviation from the shareholders' priority right, be subscribed for only by the at the extra general meeting proposed new director.

The warrants shall be subscribed for through payment no later than on 6 April 2018. The board has the right to extend the time for subscription.

The eligible subscriber has the right to subscribe for the warrants at a price equal to the warrants' market value, based on a subscription price for exercise of the warrants of 150 percent of the volume-weighted average price at Nasdaq First North as of 2 March 2018 up to and including 15 March 2018. The market value shall be calculated according to the Black & Scholes valuation model or other generally accepted valuation model made by an independent appraiser or audit firm.

The eligible subscriber has the right to subscribe for 1.5 warrants for each share subscribed for in accordance with the proposal regarding new share issue as set out in item 7.

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 or the earlier date set forth in the terms for the warrants.

The subscription price shall be 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.

A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.

The purpose of the issuance, and deviation from the shareholders' preferential rights, is within the framework of an incentive program, to offer the proposed director additional ownership in the Company as part of the proposed new share issue as set out in Exhibit 1. The purpose is to create a common interest for the Company's shareholders and the participating director to work for and aim at the Company achieving the best development possible with respect to its business and value. A long-term ownership engagement is expected to stimulate an increased interest for the business and the development of the results in a whole as well as an increased motivation for the participating director.

The complete terms and conditions for the warrants are available at the Company and will be published on the Company's website no later than two (2) weeks before the general meeting, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.

Preparations of Serendipity Group AB proposal for issuance of new shares and warrants, costs, other outstanding share based incentive programs, dilution etc.
The proposals according to items 7-8 have been prepared by external advisors in consultation with Serendipity Group AB and the company group management.

Valuation
Subscription of the shares and warrants shall be made at a price equal to the shares' and warrants' fair market value which means no social fee obligation should arise for the company group in connection with the subscription. The warrants' fair market value, according to a preliminary valuation based on the market value of the underlying share of SEK 60.8672 , SEK 5.91 per warrant, assuming an exercise price of SEK 91 per share. The Black & Scholes valuation model has been used for the valuation, assuming a risk free interest rate of -0.44 percent and a volatility of 33.52 per cent, taking into account that no dividends and other distributions to shareholders are expected during the period of the program.

Costs
As the shares and warrants are subscribed for at fair market value, it is the Company's assessment that there will be no social fees for the Company as a result of the issuance. The costs will therefore consist only of minimal costs for the implementation and administration of the share issue and issue of warrants.

Dilution
The total number of registered shares and votes at the time of this proposal amount to 5,956,770. The maximum dilution of the new share issue and issue of warrants is estimated to be a maximum of approximately 1.38 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription of shares and warrants and exercise of all warrants offered. The new share issue corresponds to 0.55 percent of the dilution and the warrants, taking into account the full subscription and exercise of all warrants offered, corresponds to 0.82 of the dilution. The dilution of the new share issue, item 7 and item 9, and issue of warrants according to this item, taking into account the full subscription and exercise of all warrants offered in item 10, and item 11 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.

Other outstanding share based incentive programs
There are no other share based incentive programs in the Company.

Item 9: Proposal to issue a maximum of 10,000 new shares to currents directors
The shareholder Serendipity Group AB proposes that the extra general meeting of the Company resolves to issue a maximum of 10,000 shares, in accordance with the following:

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 determined 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 right to subscribe for the shares shall, with deviation from the shareholders' priority right, be attributed to current directors of the board (excluding Saeid Esmaeilzadeh, i.e., five directors), where each director has the right to subscribe for a maximum of 2,000 shares.

Subscription for the shares shall be made through payment no later than on 6 April 2018. The board of directors has the right to extend the subscription period.

The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.

The reason for the deviation from the shareholders' priority right is to offer five directors ownership in the Company. The purpose is to create a common interest for the Company's shareholders and the directors to work for and aim at the Company achieving the best development possible with respect to its business and value as well as an increased motivation for the director. The Company also receives capital in a time efficient way enable at attractive terms. The basis for the subscription price is the volume weighted average price for the ten trading days as of 20 March 2018 up to and including 2 April 2018, without any discount.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.

Item 10: Proposal regarding issuance of a maximum of 15,000 warrants to current directors
The shareholder Serendipity Group AB proposes that the extra general meeting of the Company shall resolve to issue a maximum of 15,000 warrants, which may result in a maximum increase in the Company's share capital of SEK 3,362.790678. The warrants shall entitle to subscription of new shares in the Company. The following terms shall apply to the issuance:

The warrants may, with deviation from the shareholders' priority right, be subscribed for only by the current directors of the board (excluding Saeid Esmaeilzadeh, i.e., five directors), which have the right to subscribe for 1.5 warrants for each share subscribed for in accordance with the proposal regarding new share issue as set out in item 9 (a maximum of 3,000 warrants each, in total 15,000 warrants).

The warrants shall be subscribed for through payment no later than on 6 April 2018. The board has the right to extend the time for subscription.

The eligible subscribers has the right to subscribe for the warrants at a price equal to the warrants' market value, based on a subscription price for exercise of the warrants of 150 percent of the volume-weighted average price at Nasdaq First North as of 20 March 2018 up to and including 2 April 2018. The market value shall be calculated according to the Black & Scholes valuation model or other generally accepted valuation model made by an independent appraiser or audit firm.

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 or the earlier date set forth in the terms for the warrants.

The subscription price shall be determined to an amount equal 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. The calculated subscription price shall be rounded to the nearest SEK 0.01, where SEK 0.005 shall be rounded upwards to SEK 0.01. The subscription price may not amount to less than the quota value of the company's shares.

A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.

The purpose of the issuance, and deviation from the shareholders' preferential rights, is within the framework of incentive program 2018/2021, to offer five of the Company's directors additional ownership in the Company. The purpose is to create a common interest for the Company's shareholders and the participating directors to work for and aim at the Company achieving the best development possible with respect to its business and value. A long-term ownership engagement is expected to stimulate an increased interest for the business and the development of the results in a whole as well as an increased motivation for the participating directors.

In connection with the subscription of the warrants by the directors, the Company shall through an agreement reserve the right to repurchase the warrants, if the director's assignment as director ceases or if he, in turn, wishes to transfer the warrants.

The complete terms and conditions for the warrants are available at the Company and will be published on the Company's website no later than two (2) weeks before the general meeting, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.

Styrelsen, eller den styrelsen anvisar, medges rätten att vidta de justeringar som må behövas i samband med registrering av beslutet hos Bolagsverket och Euroclear Sweden AB.

Preparations of Serendipity Group AB proposal for new share issue and incentive program 2018/2021, costs for the program, other outstanding share based incentive programs, dilution etc.
The proposals according to items 9-10 have been prepared by external advisors in consultation with Serendipity Group AB and the company group management.

Valuation
Subscription of the shares and warrants shall be made at a price equal to the shares' and warrants' fair market value which means no social fee obligation should arise for the company group in connection with the subscription. The warrants' fair market value, according to a preliminary valuation based on the market value of the underlying share of SEK 60.8672 , SEK 5.91 per warrant, assuming an exercise price of SEK 91 per share. The Black & Scholes valuation model has been used for the valuation, assuming a risk free interest rate of -0.44 percent and a volatility of 33.52 per cent, taking into account that no dividends and other distributions to shareholders are expected during the period of the program.

Costs
As the shares and warrants are subscribed for at fair market value, it is the Company's assessment that there will be no social fees for the Company as a result of the issuance. The costs will therefore consist only of minimal costs for the implementation and administration of the share issue and issue of warrants.

Dilution
The total number of registered shares and votes at the time of this proposal amount to 5,956,770. The maximum dilution of the new share issue and issue of warrants is estimated to be a maximum of approximately 0.42 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription of shares and warrants and exercise of all warrants offered. The new share issue corresponds to 0.17 percent of the dilution and the warrants, taking into account the full subscription and exercise of all warrants offered, corresponds to 0.25 of the dilution. The dilution of the new share issue, item 7 and item 9, and issue of warrants according to this item, taking into account the full subscription and exercise of all warrants offered in item 8, and item 11 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.

Other outstanding share based incentive programs
There are no other share based incentive programs in the Company.

Item 11: Proposal regarding issuance of a maximum of 96,000 warrants to the company group management
The board of directors of the Company proposes that the extra general meeting of shall resolve to issue a maximum of 96,000 warrants, which may result in a maximum increase in the Company's share capital of SEK 21,521.860342. The warrants shall entitle to subscription of new shares in the Company. The following terms shall apply to the issuance:

The warrants shall be subscribed for by the Company group management (maximum four persons).

  • 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 warrants shall be subscribed for through payment no later than on 6 April 2018. The board has the right to extend the time for subscription.

The eligible subscribers has the right to subscribe for the warrants at a price equal to the warrants' market value, based on a subscription price for exercise of the warrants of 200 percent of the volume-weighted average price at Nasdaq First North as of 20 March 2018 up to and including 2 April 2018. The market value shall be calculated according to the Black & Scholes valuation model or other generally accepted valuation model made by an independent appraiser or audit firm.

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 or the earlier date set forth in the terms for the warrants.

The subscription price shall be determined to an amount equal to 200 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. The calculated subscription price shall be rounded to the nearest SEK 0.01, where SEK 0.005 shall be rounded upwards to SEK 0.01. The subscription price may not amount to less than the quota value of the company's shares.

A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.

The purpose of the issuance and the deviation from the shareholders preferential rights is to implement the Incentive program 2018/2022. The purpose is to establish conditions to maintain and increase the motivation of the Company group management. The board of directors finds that it is in all shareholders interest that the Company group management, which are considered important to the future development of the Company group, have a long term interest in developing high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company's shareholders and the participant.

In connection with the subscription of the warrants by the participants, the Company shall through an agreement reserve the right to repurchase the warrants, if their employment cease or if he, in turn, wishes to transfer the warrants.

The complete terms and conditions for the warrants are available at the Company and will be published on the Company's website no later than two (2) weeks before the general meeting, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.

Preparations of the board of directors proposal for incentive program 2018/2022, costs for the program, other outstanding share based incentive programs, dilution etc.
The proposal according to item 11 has been prepared by the board of directors in accordance with guidelines from the remuneration committee and in consultation with external advisors and the shareholder Serendipity Group AB.

Valuation
Subscription of the warrants shall be made at a price equal to the warrant's fair market value which means no social fees should arise for the company group in connection with the subscription. The warrants fair market value, according to a preliminary valuation based on the market value of the underlying share of SEK 60.87 , SEK 4.1657 per warrant, assuming an exercise price of SEK 121.73 per share. The Black & Scholes valuation model has been used for the valuation, assuming a risk free interest rate of -0.44 percent and a volatility of 33.52 per cent, taking into account that no dividends and other distributions to shareholders are expected during the period of the program.

Costs
As the warrants are subscribed for at fair market value, it is the Company's assessment that there will be no social fees for the Company as a result of the issuance. The costs will therefore consist only of minimal costs for the implementation and administration of the issue of warrants.

Dilution
The total number of registered shares and votes at the time of this proposal amount to 5,956,770. The maximum dilution of the new share issue and issue of warrants is estimated to be a maximum of approximately 1.59 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription of shares and warrants and exercise of all warrants offered. The dilution of the new share issue, item 7 and item 9, and issue of warrants according to this item, taking into account the full subscription and exercise of all warrants offered in item 8, and item 10 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.

Other outstanding share based incentive programs
There are no other share based incentive programs in the Company.

Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 5,956,770 shares, with a corresponding number of votes. The Company holds no own shares.

Majority requirements
A resolution in accordance with items 7-11 is valid where supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting, since the issue of shares and warrants are directed to a new board member.

Further information
Complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Banvaktsvägen 22 in Solna and at the Company's website www.xbrane.com, at least two (2) weeks in advance of the extra general meeting and will be sent to shareholders, free of charge, who request it and provide their e-mail or postal address.

The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

****

Stockholm in March 2018
Xbrane Biopharma AB
The board of directors

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

This information is information that Xbrane Biopharma AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation no. 596/2014. The information was submitted for publication, through the agency of the contact person set out above, at 12.00 March 16, 2018.