Notice of the AGM of Ependion AB
The shareholders of Ependion AB (publ) are hereby convened to the Annual General Meeting (AGM), which will be held on Tuesday, 14 May 2024, at 15:00 CEST at High Court, Malmöhusvägen 1, Malmö. Registration opens at 14:00 CEST.
The Board of Directors has decided that the shareholders shall be able to exercise their voting rights by postal voting in accordance with the rules of the Articles of Association. It will also be possible to follow the Annual General Meeting online, on www.ependion.com, but without the opportunity to vote or ask questions. No special registration is required to attend the Annual General Meeting online.
After the end of the meeting, the participants are served light refreshments. Materials from the meeting, such as CEO Jenny Sjödahl's speech, will be available on www.ependion.com the day after the meeting.
Notification and participation
Participation in the meeting room
Shareholders who wish to attend the meeting room in person or by proxy shall:
- Firstly, be listed as shareholder in the share register maintained by Euroclear Sweden AB regarding the conditions on 3 May 2024; and
- Secondly, notify their participation in writing to the address Computershare AB, Box 5267, 102 46 Stockholm (mark the envelope with "Ependion AGM"), by telephone to +46 (0)771 24 64 00 (weekdays between 9.00-16.00), by e-mail to [email protected], or electronically on the company's website www.ependion.com no later than 7 May 2024.
Notifications should state the shareholders’ name, personal or corporate identity number, address, telephone number and any assistants. Shareholders or representatives of shareholders may bring a maximum of two assistants. Assistants may only be brought if the shareholder notifies this.
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued to the proxy. If the power of attorney has been issued by a legal entity, certificate of registration or equivalent authorization documents must be attached. Proxy forms are available on the company's website www.ependion.com and are sent to shareholders who so request.
Shareholders who wish to attend the meeting room in person or by proxy must notify this in accordance with the above. This means that a notification by postal voting only as described below is not enough for those shareholders who want to attend the meeting room.
In order to facilitate registration at the meeting, a power of attorney and certificate of registration and other authorization documents should be received by the company at the above address no later than 7 May 2024.
Participation by postal voting
Shareholders who wish to participate in the meeting by postal vote shall:
- be listed as a shareholder in the share register maintained by Euroclear Sweden AB regarding the conditions on 3 May 2024, and
- no later than 7 May 2024 register by casting their postal vote in accordance with the instructions below so that the postal vote is received by Computershare AB no later than that day.
For postal voting, a special form shall be used. The form is available on Ependion’s website www.ependion.com. Completed and signed postal voting forms are sent to Computershare in writing to the address Computershare AB, Box 5267, SE-102 46 Stockholm (mark the envelope with "Ependion AGM"), or by e-mail to [email protected]. Completed forms must be received by Computershare by 7 May 2024. Shareholders can also cast a postal vote electronically, by verification with BankID via the company's website www.ependion.com. The shareholder may not provide the postal vote with special instructions or conditions. If this happens, the postal vote will in its entirety be invalid. Further instructions can be found in the postal voting form.
If the shareholder votes by post by proxy, the signed and dated power of attorney must be attached to the postal voting form. If the shareholder is a legal entity, a copy of the certificate of registration, or if such a document does not exist, equivalent authorization documents must be attached. Proxy forms are available at the company and on the company's website www.ependion.com. If a shareholder votes by post and then participates in the meeting room in person or by proxy, the postal vote shall be valid as long as the shareholder does not participate in a voting or otherwise withdraws the postal vote. If the shareholder chooses to participate in a vote at the meeting, the cast vote will replace the earlier submitted postal vote for the point in question.
Anyone who wishes to attend the meeting room in person or by proxy must notify this according to the instructions under the heading Participation in the meeting room above. This means that a notification by postal voting alone is not enough for those who want to attend the meeting room.
Nominee-registered holdings
Shareholders with nominee-registered holdings must in order to be entitled to participate in the Annual General Meeting, in addition to registering for the meeting, have the shares registered in their own name and be included in the share register no later than 3 May 2024, Such re-registration may be temporary (so-called voting rights registration) and is requested from the trustee in accordance with the trustee's procedures in such a time as the trustee determines. Voting rights registrations made by the nominee no later than 7 May 2024 will be taken into account in the preparation of the share register.
Shareholders' right to information
If any shareholder so requests, and the Board of Directors considers that it is possible without significant detriment to the company, the Board of Directors and Chief Executive Officer shall present information, firstly on circumstances that can affect the judgment of an item on the agenda, secondly circumstances that may influence judgment of the company’s or subsidiaries’ financial position, and thirdly the company’s relationship to other group companies.
Proposed agenda
- Opening of the meeting
- Election of a Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Appointment of two persons to verify the minutes
- Determination of whether the Meeting has been duly convened
- Speech by the Chief Executive Officer
- Presentation of the Annual and Sustainability Report (including the Profit and Loss Account, Balance Sheet, Consolidated Profit and Loss Account, Consolidated Balance Sheet and Auditor's report)
- Resolutions in the matters of:
a) Adoption of the Profit and Loss Account and Balance Sheet and the Consolidated Profit and Loss Account and Consolidated Balance Sheet
b) Appropriation of the company’s profits pursuant to the adopted Balance Sheet and record date
c) Discharge of liability of the Board of Directors and Chief Executive Officer - Decision on:
a) approval of the Board of Directors’ Remuneration report 2023, and
b) Guidelines for remuneration to senior executives - Decision on the number of Board of Directors
- Decision on the fees to the Board of Directors and Auditors
- Election of the Board of Directors and Chairman of the Board
- Election of the Auditor
- Resolution on authorization for the Board of Directors to take decisions on new share issues
- Resolution on (A) implementation of a long-term share based incentive program (LTI 2024/2027) and (B) hedging including resolution on (1) authorization for the Board of Directors to resolve decisions on a directed issue of series C shares, (2) authorization for the Board of Directors to repurchase all issued series C shares and (3) transfer of own ordinary shares to participants in LTI 2024/2027
- Resolution on authorization for the Board of Directors to transfer own ordinary shares
- Closing of the Meeting
The Board of Directors
Ependion AB
Registration No. 556025-1851
Malmö, Sweden, April 2024
