The shareholders of
Registration starts at 15.30. Right to attend the Annual General Meeting Shareholders who wish to attend the AGM shall: Be included in the share book kept by
The notification must be made in writing via e-mail to generalmeeting@xspray.com, or by mail to
Agent
Shareholders represented by proxy must issue dated proxy for the proxy. If the authorization is issued by a legal person, a certified copy of the registration certificate or equivalent for the legal person must be attached. The power of attorney and any registration certificate may not be older than one year, however, the power of attorney may be older if, according to its wording, it is valid for a longer period, a maximum of not more than five years. The proxy in original and any registration certificate should be sent to the company at the address stated above in good time before the AGM. A form for proxy is available on the company's website, www.xspraypharma.com, and will also be sent to shareholders who so request and state their mailing address.
Trustee-registered shares
Shareholders who have had the nominee register their shares through a bank or securities institution must, in order to have the right to participate in the general meeting, have to register the shares in their own name. Such registration, which may be temporary, must be effected at
Number of shares and votes
As of the date of this notice, the company has a total of 16,751,622 outstanding shares which entitle to one vote per share at the Extraordinary General Meeting. As of the date of this notice, the company does not hold any own shares.
Proposed agenda
Opening of the Annual General Meeting
Election of Chairman of the Meeting
Preparation and approval of voting length
Approval of agenda
Election of one or two adjusting persons
Examination of whether the Meeting has been duly convened
Resolution on long-term incentive program 2020 (LTI 2020 ) and issue of warrants
Closing of the Meeting
Issue 7 - Resolution on long-term incentive program 2020 (LTI 2020) and issue of warrants
Purpose of LTI 2020
The purpose of LTI 2020 is to link a larger proportion of employees in
Issue of warrants / distribution of warrants
The Board of Directors proposes that the Meeting resolves to issue a maximum of 79,074 warrants, which means an increase in share capital upon full exercise with a maximum of
LTI 2020 covers a maximum of five persons. The company's board members shall not be covered by LTI 2020. The right to subscribe for warrants shall, with deviation from the shareholders' preferential rights, be granted to certain senior executives and other persons employed by the company, or who entered into an agreement on employment at
Category Maximum number of options per person / category
CFO (1 person) 39 538/39 538
Other employees (4 persons) 9 884/39 536
The Board's intention is to offer participants in Category 1 (CFO) the right to acquire warrants for an amount of
The reason for the deviation from shareholders 'preferential rights is to introduce an incentive program and thereby a remuneration system that links the remuneration of key people in
Subscription of the warrants shall be made on the subscription list until
Each subscription option entitles the holder to subscribe for one (1) share in the company. The subscription of shares in accordance with the terms of the warrants may take place during the period from
The subscription price per share shall correspond to 170 per cent of the volume-weighted average price for the company's share during the period five trading days immediately prior to the offer to subscribe for the warrants, rounded to the nearest full
The shares subscribed for under the warrants shall carry the right to a dividend for the first time on the first record date for the dividend that occurs after the subscription of shares through the exercise of the warrants.
It is proposed that the Board of Directors, or that the Board of Directors designates, make the minor adjustments to the above decisions that may prove necessary in connection with the registration of the decision with the Swedish Companies Registration Office. Other terms and conditions are set out in the full option terms.
Terms
The warrants shall be subscribed on market terms at a price (premium) determined on the basis of an estimated market value for the warrants using the Black & Scholes valuation model calculated by an independent valuation institution. The value has provisionally been calculated at
The company will partially subsidize the participants' acquisition of warrants. The subsidy is paid in connection with the options being allocated to the participants. The total subsidy, before any payroll tax and including social security contributions on the subsidy, shall correspond to the participants' investment. The total cost of the subsidy, based on the above preliminary option value, is calculated maximum for the entire term of the warrants program for three years amounting to
The participant's eligibility for subsidy assumes that at the time of payment of the bonus, the participant is employed by the company and continues to be employed by the company for three years (the subsidy will otherwise be prorated) and that the participant has not transferred his options.
Termination and termination of employment
A prerequisite for the participants to be offered to subscribe for warrants is that these persons have previously entered into a so-called pre-purchase agreement according to which the participants must be obliged to offer the company to acquire the warrants, or some part of them, if the employment ceases or if the warrants are to be transferred to a third party.
Dilution
Based on the number of shares in
Preparation of the case
The principles for LTI 2020 have been developed by the company's Board of Directors. The proposal has been prepared with the support of external advisers and after consultations with shareholders.
Other
Shareholders are reminded of their right to request information in accordance with Chapter 7. Section 32 of the Companies Act. Relevant documents, including the Board's complete proposal for paragraph 7, will be available at the company on Rasundavagen 12, 169 67 Solna and on the company's website, www.xspraypharma.com, no later than
Contact:
Tel: +46 (0) 706 88 23 48
Email: per.andersson@xspray.com
Through the company's innovative technology,
The company has patents on manufacturing technology, equipment and the resulting products. The shares in
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