Report from Annual General Meeting in XNK Therapeutics AB (publ)

29 juni 2021

XNK Therapeutics AB (publ) today held its Annual General Meeting. The annual general meeting was held through advance voting (postal voting) in accordance with temporary legislation. The following resolutions were adopted.

Adoption of the income statement and the balance sheet; allocation of result and discharge from liability
The general meeting adopted the income statement and balance sheet for the company in accordance with submitted accounting documents. The general meeting further resolved to allocate the company’s result in accordance with the board’s proposal. The annual general meeting resolved to discharge the board members and the managing director from liability for the financial year 2020.

Election of board members and resolution on board remuneration
The board members Lena Degling Wikingsson, Agneta Edberg, Hans-Gustaf Ljunggren and Gunnar Mattsson were re-elected. Lena Degling Wikingsson was re-elected as chairman. The meeting resolved on board remuneration with SEK 400,000 to the chairman and SEK 200,000 to each of the other board members.

Auditor and resolution on remuneration to the auditor
The meeting resolved to appoint the registered auditing firm Öhrlings PricewaterhouseCoopers AB to be the auditor of the company for the period until the end of the next annual general meeting. Leonard Daun will continue as auditor in charge. Fees to the auditor shall be paid in accordance with approved invoice.

Nomination committee instructions
The meeting resolved on instructions for a nomination committee to be established in preparation for the annual general meeting in 2022.

Share split and bonus issue
It was resolved to carry out a share split of the company’s share. Each existing share will be split up into seventy-three (73) new shares. The record date for the share split will be decided following registration with the Swedish Companies Registration Office. The share capital of the company was increased by SEK 312 666.60 in order to have a quota value of each share of SEK 0.10 after the share split.

Amendment to Articles of Association
The company’s Articles of Association were amended to increase the permitted share capital to be in the range of SEK 900 000 to SEK 3 600 000 and the number of shares to be in the range of 9 000 000 to 36 000 000. Further, new provisions regarding proxy voting were introduced.

Authorization for issues of shares, convertibles and warrants
The annual general meeting authorized the board of directors to resolve on issues of new shares to enable financing prior to or in connection with a listing of the company’s share. It was further resolved to authorize the board to increase the Company’s share capital through issues of new shares, convertible instruments and/or warrants, with or without deviating from the shareholder’s preferential rights, and with or without provisions on payment by non-cash consideration and/or by way of set-off or other provisions. However, the board shall not be authorized to make decisions which increase the share capital by more than twenty (20) per cent in relation to the existing share capital when the authorization was first used.

Approval of board decision
The annual meeting approved the decision of the board of directors dated May 25, 2021, to issue 4 000 warrants (before the share split set out above) which XNK Therapeutics AB shall be entitled to subscribe for.