Bulletin from Annual General Meeting in XVIVO Perfusion AB (publ)

Adoption of Income Statement and Balance Sheet for the Financial Year 2021 and Discharge from Liability
The AGM resolved to adopt the income statement and the consolidated income statement for the financial year 2021 as well as the balance sheet and the consolidated balance sheet as of 31 December 2021, as set out in the annual report. The members of the Board of Directors and the managing director were discharged from liability for the financial year 2021.

Allocation of Profits
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend be paid for 2021 and that the profits available to the AGM shall be carried forward.

Election of Board Members, Auditors, Fees to the Board of Directors and Auditors
The AGM resolved, in accordance with the Nomination Committee’s proposal, that the number of members of the Board of Directors shall be six without deputies and that the number of auditors shall be one registered accounting firm.
In accordance with the Nomination Committee’s proposal, Gösta Johannesson, Camilla Öberg, Yvonne Mårtensson, Lena Höglund and

Lars Henriksson were re-elected as members of the Board of Directors. Further, Göran Dellgren was elected new member of the Board of Directors in accordance with the Nomination Committee’s proposal. All elections for the period until the end of the next Annual General Meeting. Gösta Johannesson was re-elected as the Chairman of the Board of Directors. The registered audit firm KPMG AB was re-elected as auditor of the Company, with Daniel Haglund as auditor-in-charge, for the period until the end of the next Annual General Meeting.

The AGM further resolved to, in accordance with the Nomination Committee’s proposal, that fees to members of the Board shall be paid with SEK 440,000 to the Chairman of the Board, SEK 220,000 to each of the other members of the Board, SEK 75,000 to the Chairman of the Audit Committee, SEK 75,000 to the Chairman of the Remuneration Committee, and SEK 40,000 to each of the other members of these Committees. The AGM further resolved, in accordance with the Nomination Committee’s proposal, that the remuneration to the auditor shall be paid in accordance with approved statement of costs.

Approval of the Board’s remuneration report
The AGM resolved, in accordance with the Board of Directors’ proposal, to approve the Remuneration Report for the financial year 2021 that has been prepared by the Board of Directors.

Adoption of a long-term incentive programme
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive programme (LTIP 2022) directed at senior executives and key individuals in the XVIVO Perfusion group. The rationale behind the incentive programme is, among other things, to contribute to higher motivation and commitment among the employees and to retain employees. In order to enable the incentive programme, the AGM also resolved on an issue of not more than 130,000 warrants directed at participants.

Authorisation for the Board of Directors to resolve on new share issues
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to, at one or several occasions for the period until end of the next AGM, resolve on new share issues equal to no more than 10 per cent of the, at the time of the issue resolution, registered share capital of the Company.

Authorisation for the Board of Directors to resolve on acquisition of own shares
The AGM further resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, for the period until the end of the next AGM, on one or several occasions, to resolve to acquire the Company’s own shares. Shares may be acquired to the extent that the Company’s holding of its own shares does not exceed ten per cent of the Company’s total outstanding shares.