Ependion AB issues class C shares and converts class C shares into ordinary shares
The Board of Directors of Ependion has decided to issue class C shares and to exercise its repurchase authorisation as well as convert class C shares into ordinary shares to secure Ependion’s obligations under the incentive programs LTI 2025/2028 and LTI 2023/2026, respectively.
The 2025 Annual General Meeting of Ependion decided, with the aim of ensuring that the company can fulfil its obligations under the long-term incentive programme LTI 2025/2028 as voted for by the Annual General Meeting, to authorise the Board of Directors to decide on a directed issue of redeemable and convertible class C shares. Furthermore, the 2025 Annual General Meeting decided to authorise the Board of Directors to decide on the repurchase of all issued class C shares via a directed acquisition offer to all holders of class C shares.
Based on the estimated outcome of the LTI 2025/2028 incentive programme, and taking into account the company's existing holdings of class C shares issued in connection with previous corresponding LTI programs but which are not needed for the company's obligations under such programs, the Board of Directors has decided to exercise these authorisations by issuing, and then repurchase, 59,000 class C shares. The class C shares have been subscribed by Danske Bank A/S, Danmark, Sverige Filial for an amount corresponding to the quota value of the shares of approximately SEK 0.33 per share, which are immediately repurchased by the company for the corresponding amount. The repurchased class C shares relating to LTI 2025/2028 are intended to be converted into ordinary shares upon completion of the delivery of shares to employees in 2028, under the terms of the incentive program.
In order to ensure that the company can fulfil its obligations under the long-term incentive program LTI 2023/2026 resolved by the general meeting, the Board of Directors has also decided to convert 91,029 own class C shares into the corresponding number of ordinary shares. In addition, the company intends to use 7,570 own ordinary shares that have been converted in connection with previous corresponding LTI programs but which have not been needed for the company's obligations under such programs.
The total number of shares in Ependion at the time of this press release amounts to 32,310,836, of which 32,152,255 are ordinary shares and 158,581 are class C shares. At the time of this press release, the company holds 7,570 own ordinary shares and 158,581 own class C shares, intended for ongoing incentive programs. After completion of the issue of class C shares, repurchase of class C shares and conversion of class C shares into ordinary shares, the total number of ordinary shares amounts to 32,243,284 and the total number of class C shares amounts to 126,552, after which the company holds 98,599 own ordinary shares and 126,552 own class C shares, intended for ongoing incentive programs. The class C shares do not entail an entitlement to receive any dividend.