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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, 12 May 2026, at 15:00 CEST at Malmö Börshus, Skeppsbron 2, Malmö. Registration opens at 14:00 CEST.

Shareholders may participate in person, by proxy, or through postal voting in the manner described below in the notice. Materials from the AGM, such as the CEO’s presentation, will be available on Ependion’s website www.ependion.com the day after the meeting. 

Notifications should state the shareholder's name, personal or corporate identity number, address, telephone number, and names of any assistants. Shareholders or representatives of shareholders may bring a maximum of two assistants. Assistants may only be brought if the shareholder notifies the company.

If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. If the power of attorney has been issued by a legal entity, a 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 upon request.

In order to facilitate registration at the meeting, a power of attorney, certificate of registration, and other authorization documents should be received by the company at the above address no later than May 6, 2026.

Proposed agenda

Item 9 b. Dividends

The Board of Directors proposes a dividend of SEK 1.50 per ordinary share and 15 May 2026 as record date for the dividend. If the meeting decides in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden on 20 May 2026.

Items 11-14 Proposals for resolutions regarding the number of Board members, Directors’ and Auditors’ fees and election of the Board of Directors, Chairman of the Board and Auditors

Item 11
• That the Board of Directors shall consist of six members, with no deputies.

Item 14
• Re-election of the registered public accounting firm KPMG as the company's auditor until the close of the AGM 2027. Should KPMG be appointed, the auditor in charge will be Jonas Nihlberg.

Item 16 Resolution on (A) implementation of a long-term share-based incentive program (LTI 2026/2029) and (B) hedging activities in order to implement the program

The Board of Directors proposes that the AGM resolves on implementation of a long-term share-based incentive program (”LTI 2026/2029”) on essentially following terms and conditions. LTI 2026/2029 measures the performance in 2026 but has a three-year duration. It is the Board of Directors’ intention that the structure of LTI 2026/2029 should be long-term, thus the Board intends, after evaluation of the program, to propose that the general meetings in the next years will resolve upon similar incentive programs. The now proposed program in all material respects corresponds to the incentive program from the previous years, except that (i) the sustainability-related performance condition to implement a human rights due diligence framework has been replaced with the performance condition to ensure that all employees within the Group participate in an internal Occupational Health and Safety (OHS) training during 2026, (ii) operating profit (EBIT) has been replaced with EBITA as a performance condition, and (iii) return on capital employed (ROCE) has been added as a new performance condition.

It is proposed that LTI 2026/2029 shall comprise not more than 25 employees within the Ependion Group, including the CEO, the Group management (at present three persons excluding the CEO), business management and other key employees. The program shall comprise a maximum of 130,000 ordinary shares in Ependion (“Performance Shares”). In order to receive Performance Shares, it is required that the performance conditions established by the Board of Directors regarding the financial year 2026 are achieved or exceeded. Performance Shares will be received free of charge, whereby the CEO may receive up to a maximum of 15,000 Performance Shares and another member of the Group management and other participants may receive up to a maximum of 7,500 Performance Shares, whereby the Board of Directors resolves on the individual allocation within this framework. In order to participate in the program, the participant must undertake to own shares in Ependion by 1 September 2026 at the latest (“Investment Shares”). The participant must either hold shares in the company corresponding to the maximum number of Performance Shares that the participant is entitled to receive or hold shares in the company corresponding to half of the maximum number of Performance Shares that the participant is entitled to receive, whereby the participant will receive half of the vested number of Performance Shares. The participant must retain the Investment Shares at least until 1 May 2029. If the participant does not retain the acquired shares during the specified period, the participant will not receive any Performance Shares.

(B) Hedging

The Board of Directors propose that the AGM resolves to authorize the Board of Directors to resolve on a directed issue of redeemable and convertible series C shares in the company on the following terms and conditions.

• The maximum number of series C shares to be issued shall amount to 171,000. The authorization may be exercised on one or several occasions until the AGM 2027. With deviation from the shareholders’ preferential rights, the new shares may be subscribed for only by one external party after arrangement in advance. The amount to be paid for each new share (the subscription price) shall equal the share’s quota value at the time of subscription. The new series C shares shall be subject to Chapter 4, Section 6 of the Swedish Companies Act (conversion restriction) and Chapter 20, Section 31 of the Swedish Companies Act (redemption restriction).

• Repurchase may take place by way of an acquisition offer directed to all holders of series C shares in Ependion. The authorization may be exercised on one or several occasions until the AGM 2027. The maximum number of series C shares to be repurchased shall amount to 171,000. Repurchase shall be made at a price per share of minimum 100% and maximum 115% of the quota value applicable at the time of subscription. Payment of repurchased shares shall be made in cash. The Board of Directors shall have the right to resolve on other terms and conditions for the repurchase. Repurchase may also be made of a so-called interim share, by Euroclear Sweden AB designated as a Paid Subscribed Share (Sw. Betald Tecknad Aktie (BTA)), regarding a series C share.

• A maximum number of 130,000 Ependion shares may be transferred free of charge to participants in LTI 2026/2029. With deviation from the shareholders’ preferential rights, the right to acquire Ependion shares free of charge shall comprise employees in the Group participating in LTI 2026/2029, with a right for each of the participants to acquire the maximum number of shares stipulated in the terms and conditions of LTI 2026/2029. Transfer of Ependion shares shall be made free of charge at the time for, and according to the terms for, the allotment of Ependion shares to participants in LTI 2026/2029. The number of Ependion shares that may be transferred under LTI 2026/2029 shall be recalculated due to any intervening bonus issue, split, preferential issue and/or similar corporate actions.

The maximum number of Performance Shares that may be allotted to the participants under LTI 2026/2029 amounts to 130,000, which corresponds to approximately 0.4 per cent of the shares in the company after dilution. Aggregated with the maximum number of additional shares that may be transferred, which mainly consists of cash flow related hedging of administrative costs, mainly social security charges, LTI 2026/2029 will comprise not more than 171,000 shares and the maximum dilution of the program will amount to approximately 0.5 per cent of the shares in Ependion.

Based on the assumption of a stock market price of SEK 103, the total costs for LTI 2026/2029 are estimated to approximately MSEK 17.6 provided that the Performance Conditions are fully met. Of these costs, approximately MSEK 13.4 relates to accounting (not affecting cash) costs calculated in accordance with IFRS 2. Other costs mainly relate to calculated social security charges, which are hedged through the issue of series C shares.

Given the full-year result of 2025, the costs for LTI 2026/2029 would have a negative effect of approximately 0.3 percentage units on Ependion’s EBITA margin and a reduction of profit per share of approximately SEK 0.18, provided that the Performance Conditions in the cost estimate above are fully achieved. However, the Board of Directors believes that the expected positive effects of LTI 2026/2029 on Ependion’s financial result will outweigh the costs for the program.

The resolution of the AGM to implement LTI 2026/2029 in accordance with section A above is conditional upon the resolution of the hedging activities in section B above.

In order for the resolution by the AGM on implementation of LTI 2026/2029 to be valid, the Board of Directors’ proposal under section A-B must be supported by shareholders representing at least nine-tenths of both the votes cast and shares represented at the AGM.

LTI 2026/2029 has been initiated by the Board of Ependion and prepared in consultation with the major shareholders and external advisors.

The Board of Directors’ proposal under items 15−16 above also include authorization for the CEO to make such amendments to the AGM resolutions that may be necessary for registering these resolutions with the Swedish Companies Registration Office and Euroclear Sweden AB.