Announcement from Xbrane Biopharma’s Extra General Meeting

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General meeting

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Raport bolagsstämman

Regulatory

An Extra General Meeting in Xbrane Biopharma AB (“Xbrane” or the “Company”) was held today on 18 June 2019 and the following resolutions were passed by the meeting.

Resolution regarding approval of the board of directors’ resolution regarding rights issue

The Extra General Meeting resolved to approve the board of directors’ resolution from 31 May 2019 regarding a rights issue of a maximum of 2,720,328 shares. Through the rights issue the share capital of the Company may increase with a maximum of SEK 609,859.58.

Those who on the record date 26 June 2019 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right, to subscribe for new shares at a subscription price of SEK 33.50 per share. Shareholders receive one subscription right for each share held as of the record date. 14 subscription rights entitle the holder to subscribe for three new shares in the rights issue. If all shares are subscribed for the Company will receive approximately SEK 91 million before transaction costs.

Subscription for shares with subscription rights shall be made by payment in cash during the period from 28 June 2019 up until and including 12 July 2019. Subscription for shares without subscription rights shall be made on a subscription list during the period from 28 June 2019 up until and including 12 July 2019.

Resolution regarding approval of the board of directors’ resolution to issue new shares with deviation from the shareholders’ preferential rights

The Extra General Meeting resolved to approve the board of directors’ resolution from 31 May 2019 regarding a new share issue with deviation from the shareholders preferential rights of a maximum of 4,387,745 shares. Through the share issue the share capital of the Company will increase with a maximum of SEK 983,671.21.

The subscription price for the new shares shall be SEK 33.50 per share, which is based on the price determined in a bookbuilding-procedure carried out by Vator Securities AB. The issue amounts to approximately SEK 147 million. Serendipity Group AB pays for its subscribed shares by set-off against debt in the amount of SEK 37 million. The Company receives approximately SEK 110 million in cash through the share issue before transaction costs.

The purpose of the new share issue of shares and the reason for the deviation from the shareholders’ preferential rights, is to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital at attractive terms in a time efficient manner. The new share issue further aims to finance the development of new product candidates and to ensure the continued development of Xlucane and to ensure continued development and value growth in the project portfolio. Furthermore, a part of the new share issue is made against payment by set-off of an existing loan from one shareholder in the Company, which if favourable instead of repaying the loan in cash. The board of directors’ assessment is that the subscription price in the new share issue is in accordance with market conditions, since it has been determined through a bookbuilding procedure.

The subscribers in the share issue are, amongst other, STADA Arzneimittel AG, NYIP (Nyenburgh Investment Partners), Swedbank Robur Medica, Belsize Asset Management GmbH and Serendipity Group AB. All shares have been subscribed for the eligible subscribers.

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