Today on 13 October 2025 the extra general meeting of Xbrane Biopharma AB (the "Company") was held and the following resolutions were passed by the meeting.
Amendments of the articles of association
The extra general meeting resolved, in accordance with the board of directors' proposal, to amend the articles of association's limits for the number of shares from a minimum of 820,000,000 and not more than 3,280,000,000 to a minimum of 20,000,000 and not more than 80,000,000.
Reverse share split
The extra general meeting resolved, in accordance with the board of directors' proposal, to carry out a reverse split of the Company's shares in the ratio 1:125, whereby 125 existing shares shall be consolidated into 1 new share. The total number of shares in the Company will through the reverse share split decrease from 2,575,668,555 shares to 20,605,348 shares (rounded down).
It was further resolved to authorize the board of directors to decide the record date for the reverse share split. The record date may not occur prior to the date when the reverse share split is registered with the Swedish Companies Registration Office.
If a shareholder's holding of shares is not equivalent to a full quantity of new shares, title to the excess shares shall pass to the Company on the record date. Shares acquired by the Company in the manner stated above shall be sold at the Company's expense. The sale shall be executed via Eminova Fondkommission AB. The payment which is realized in conjunction with the sale shall be divided among those who own the shares on the record date in proportion to their interest in the shares sold. The proceeds from such sale, free of any commissions, will then be paid to such shareholders through the Euroclear system on a pro rata basis.
Reduction of the share capital for covering of losses
The extra general meeting resolved, in accordance with the board of directors' proposal, to reduce the Company's share capital by SEK 298,424,074.25 to SEK 279,004,914.461063 to cover losses in the Company. The reduction shall be made without redemption of shares.
Amendments of the articles of association
The extra general meeting resolved, in accordance with the board of directors' proposal, to amend the articles of association's limits for the share capital from a minimum of SEK 180,000,000 and not more than SEK 720,000,000 to a minimum of SEK 2,000,000 and not more than SEK 8,000,000.
Reduction of the share capital for allocation to unrestricted equity
The extra general meeting resolved, in accordance with the board of directors' proposal, to reduce the Company's share capital by SEK 276,944,379.661063 to SEK 2,060,534.80 (following registration of the reduction of the share capital for covering of losses with the Swedish Companies Registration Office as resolved by the same general meeting as this resolution) for allocation to unrestricted equity. The quota value of the shares will amount to SEK 0.1 following the reduction (following registration of the reverse share split and the reduction of the share capital for covering of losses with the Swedish Companies Registration Office). The reduction shall be made without redemption of shares.
Authorization for the board of directors to issue shares, warrants and/or convertibles
The extra general meeting resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting to, on one or several occasions, resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, corresponding to a maximum of 20 percent of the total number of shares in the Company (i) following registration of the reverse share split with the Swedish Companies Registration Office as resolved by the same general meeting as this authorization; and (ii) at the time when the authorization is exercised for the first time, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose of raising new capital to broaden the shareholder base, increase flexibility of the Company or in connection with acquisitions. If issuances are carried out with deviation from the shareholders' preferential rights, such issue shall be made in accordance with customary market terms. If the board of directors finds it appropriate in order to enable delivery of shares in connection with an issue as set out above it may be made at a subscription price corresponding to the shares' quota value.
For detailed terms regarding the resolutions set out above, please refer to the notice and the complete proposals, including the new articles of association, which are available at the Company's website, www.xbrane.com.
Contacts
Martin Åmark, CEO
E: martin.amark@xbrane.com
Jane Benyamin, CFO/IR
E: jane.benyamin@xbrane.com
About Us
Xbrane Biopharma AB develops biological drugs based on a patented platform technology that provides significantly lower production costs compared to competing systems. Xbrane has a portfolio of biosimilar candidates targeting EUR 23 billion in estimated annual peak sales of the respective reference product. The lead candidate Ximluci® is granted market authorization approval in Europe and was launched during 2023. Xbrane's head office is in Solna, just outside Stockholm. Xbrane is listed on Nasdaq Stockholm under the ticker XBRANE. For more information, visit www.xbrane.com
