Report from Annual general meeting of XVIVO Perfusion AB (publ)

The following resolutions were amongst those adopted at XVIVO Perfusion’s Annual General Meeting held on April 27, 2018:

• No dividend will be paid for the financial year 2017.

• Gösta Johannesson, Erik von Schenk, Camilla Öberg and Folke Nilsson were re-elected as members of the Board, Yvonne Mårtensson and Alan Raffensperger were elected as new members of the Board and Gösta Johannesson was elected Chairman of the Board, all in accordance with the proposal of the Election Committee.

• Remuneration totaling SEK 1,035,000 shall be paid to members of the Board: SEK 205,000 to the Chairman of the Board, SEK 130,000 to each of the other members of the Board, SEK 40,000 to the Chairman of the Audit Committee, SEK 40,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of the other members of these committees.

• The proposed principles for remuneration and other terms and conditions of employment were approved for senior management.

• The Board was authorized, for a period of time up until the next Annual General Meeting and on one or more occasions, to take a decision to issue a maximum of 2,619,000 new shares, corresponding to just below 10 percent of the total number of shares and votes in the company.

• The proposed issuance of a total of 315,000 warrants in accordance with the proposed warrants program was approved. The warrants shall be offered to all employees of the XVIVO Perfusion-group employed May 1, 2018, as well as new employees with the date of employment no later than October 19, 2018, at a price corresponding to the market value at the time of issuance. Holders of the warrants may subscribe for shares during the period from May 4, 2020 up until May 29, 2020. One warrant entitles the holder to subscribe for one new share in the company. Upon full exercise of the warrants, the share capital will increase by SEK 8,190, corresponding to a dilution of approximately 1,2 percent of the total number of shares and votes in the company.

• The Board was authorized, for a period of time up until the next Annual General Meeting and on one or more occasions, to take a decision to acquire shares in XVIVO Perfusion AB so that after each acquisition the Company holds no more than 10 percent of all the shares in the Company.

April 27, 2018
Gothenburg
XVIVO Perfusion AB (publ)
The Board of Directors