Resolution on issue and repurchase of Class C shares for incentive programme
The Board of Directors of XANO Industri AB (publ) (“XANO”) has today resolved to carry out a directed share issue of 243,100 Class C shares and, as soon as practicable following registration of the share issue with the Swedish Companies Registration Office, to repurchase all such Class C shares. The resolutions were adopted pursuant to authorisations granted by the Annual General Meeting held on 7 May 2026.
Svenska Handelsbanken AB (publ) (“Svenska Handelsbanken”) will subscribe for all 243,100 Class C shares at a subscription price of SEK 0.625 per share, corresponding to the quota value of the shares. XANO will subsequently repurchase all 243,100 Class C shares from Svenska Handelsbanken at the same price, i.e. SEK 0.625 per share. Subscription for and payment of the shares shall take place within one week from the date of the resolution to issue the shares, with the Board of Directors having the right to extend this period. The repurchase shall be carried out as soon as practicable following registration of the share issue with the Swedish Companies Registration Office, but no later than 31 December 2026. As a result of the share issue, the company’s share capital will increase by SEK 151,937.50.
Each Class C share carries one vote. The Class C shares do not carry any right to dividends. The Class C shares are subject to conversion and redemption provisions in accordance with the Articles of Association. Pursuant to the conversion provision, Class C shares held by the company may be converted into Class B shares.
The purpose of the share issue and the repurchase is to secure the future delivery of Class B shares to participants in the long-term share-based incentive programme adopted by the Annual General Meeting on 7 May 2026 (“LTIP 2026”), as well as to hedge the company’s cash flow exposure relating to the payment of social security contributions arising from LTIP 2026.
XANO currently holds 329,690 of its own Class B shares. Following completion of the share issue and the repurchase of the Class C shares described above, XANO will hold 329,690 of its own Class B shares and 243,100 of its own Class C shares.