Resolutions adopted at the Annual General Meeting of Ependion AB and information regarding issued call options

Ependion AB’s Annual General Meeting for the financial year 2023 was held on Tuesday May 14, 2024. President and CEO Jenny Sjödahl’s presentation at the AGM will be available shortly at the company website www.ependion.com.

The AGM adopted all resolutions as earlier proposed by the Board of Directors and the Nomination Committee, according to the summary below. Before the election of the Board, it was informed about issued call options to Peter Nilsson, as further described below.

The AGM approved the presented Profit and Loss Account and Balance Sheet and the Consolidated Profit and Loss Account and Consolidated Balance Sheet. The Board members and Chief Executive Officer were discharged from liability. The AGM decided, according to the proposal of the Board of Directors, on a dividend of SEK 1.00 per ordinary share with May 16, 2024, as record date for the dividend.

The AGM also resolved:

• to re-elect Johan Wester, Karin Gunnarsson, Lars Eklöf and Jonas Hård as Board members.
• to elect Peter Nilsson as new Board member. Before the election of the Board, it was informed that Peter Nilsson has acquired 100 000 call options in Ependion AB from Stena Adactum AB, on market conditions.
• to elect Peter Nilsson as Chairman of the Board.
• to appoint the registered public accounting firm KPMG AB, as the company´s auditor for the period until the close of the AGM 2025.
• that fees of SEK 650,000 shall be paid to the Chairman of the Board and that fees of SEK 270,000 shall be paid to each of the other Board members.
• that fees of SEK 100,000 will be payable to the Chairman of the Board for work in the audit committee, and that fees of SEK 55,000 will be payable to each of the other Board members of the committee.
• that fees of SEK 50,000 will be payable to the Chairman of the Board for work in the remuneration committee, and that fees of SEK 30,000 will be payable to each of the other Board members of the committee.
• that fees to Auditors shall be paid according to approved invoice.
• the remuneration report for 2023 was approved.
• the proposed Guidelines for remuneration to senior executives was approved.
• to authorize the Board of Directors to decide to increase the company’s share capital by a maximum of 2,890,000 ordinary shares on one or more occasions before the next AGM 2025.
• to implement a long-term share based incentive program for 2024 (LTI 2024/2027) that comprises not more than 25 employees within the Ependion Group. The resolution also included decisions on authorization for the Board of Directors to resolve decisions on a directed issue of series C shares, authorization for the Board of Directors to repurchase all issued series C shares and transfer of own ordinary shares to participants in LTI 2024/2027.
• to authorize for the Board of Directors to transfer own ordinary shares, maximum 27,000 ordinary shares, on Nasdaq Stockholm at a price within the share price interval registered at that time.
   

All resolutions were passed with the requisite majority.

The Board of Directors
Ependion AB

Malmö, Sweden, May 14, 2024

For more information please contact:

President and CEO, Jenny Sjödahl, tel +46 (0)725 89 60 80
Executive VP and CFO Joakim Laurén, tel +46 (0)703 35 84 96

Ependion AB är en växande global teknikkoncern som erbjuder digitala lösningar för säker kontroll, styrning, visualisering och datakommunikation för industriella tillämpningar i miljöer där tillförlitlighet och hög kvalitet är kritiska faktorer. Bland kunderna finns några av världens ledande företag. Ependion består av självständiga affärsenheter och har en omsättning på cirka 2,5 miljarder kronor 2023 samt dryga tusentalet medarbetare. Bolaget är noterat på Nasdaq Stockholm Main Markets Mid Cap-lista under symbolen EPEN. ependion.com