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Notice to attend the Extraordi...

Notice to attend the Extraordinary General Meeting in XVIVO Perfusion AB (publ)

The shareholders of XVIVO Perfusion AB (publ), corporate identity number 556561-0424 (“the Company”), are hereby invited to attend the Extraordinary General Meeting of shareholders on Wednesday October 14, 2020 at 16.00 in the Company’s offices at Mässans gata 10 in Gothenburg, Sweden.

Registration

Shareholders who wish to attend the Extraordinary General Meeting (“EGM”) must:
– be entered in their own name (not through a nominee shareholder) in the registry of shareholders maintained by Euroclear Sweden AB (“Euroclear”) on Tuesday October 6, 2020 and,
– notify their attendance so that the Company is in receipt thereof no later than Friday October 9, 2020. Notification of attendance shall be sent to Kristoffer Nordström, either in writing to XVIVO Perfusion AB (publ), Box 53015, SE-400 14 Gothenburg, Sweden (mark the envelope EGM 2020), by telephone +46 735-19 21 64, by fax +46 31 788 21 69, or by e-mail to kristoffer.nordstrom@xvivoperfusion.com.

When notifying, shareholders should state their full name and preferably their personal identity number, or corporate identity number (or the equivalent), address, telephone number, registered shareholding, details of any advisors (no more than two), and where appropriate, details of a representative or proxy. For shareholders who are represented by another party, the original of a proxy, signed and dated by the shareholder, should be sent together with the notification. Proxy and postal ballot forms are available at www.xvivoperfusion.com. Any party representing a legal entity must produce a witnessed copy of the certificate of incorporation, or equivalent authorization documents, showing the authorized signatory for the company.

In order to be entitled to attend the EGM, shareholders whose shares are registered through a bank, a private securities broker, or any other nominee, must temporarily re-register their shares in their own name in the share register maintained by Euroclear. In order for such re-registration to be entered in the register of shareholders by Tuesday October 6, 2020, shareholders should well in advance before this date, instruct their nominees to effect such a re-registration.

With regard to the current situation surrounding the Coronavirus, the Board has decided to enable its shareholders to exercise their votes through postal ballot in accordance with § 3 of the law (2020:198) regarding temporary exceptions to facilitate annual general meetings of corporations and associations. Postal ballot forms are available at the Company’s website, www.xvivoperfusion.com, in connection with the notice to attend.

Proposed agenda
1. Opening of the meeting
2. Election of the chairman for the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes together with the chairman
6. Consideration of whether the meeting has been duly convened
7. Resolution on the number of Board members
8. The Nomination Committee presents its proposal to elect new Board members
9. Election of new Board members
a. Lena Höglund
b. Lars Henriksson
10. Resolution on total remuneration to the Board
11. Closing of the meeting

Proposals of the Nomination Committee

Chairman of the meeting (item 2)
The Nomination Committee proposes the lawyer Olof Thorsell as chairman of the meeting.

Resolution on the number of Board members (item 7)
The Nomination Committee proposes that the Board, for the time until the next General Meeting, shall comprise of six Board members and no deputies.

Election of new Board members (item 9 a-b)
Further, the Nomination Committee proposes election of Lena Höglund and Lars Henriksson as new members of the Board. In connection with this, Dag Andersson resigns from the Board. A presentation of the proposed Board members, together with the Nomination Committee’s motivated opinion, will be made available at the Company’s website www.xvivoperfusion.com in connection with the publication of this notice to attend.

Resolution on total remuneration to the Board (item 10)
Lastly, the Nomination Board proposes that the total remuneration to the Board of the Company, is increased with SEK 87,500. Remuneration to above proposed Board members will follow the remuneration levels for Board and Committee members as decided by the Annual General Meeting on Tuesday March 31, 2020 (§ 12 of the minutes of the General Meeting), which means that each of the proposed Board members will receive a yearly remuneration of SEK 175,000. Said remuneration will be proportionate to the respective term served by the Board member. The total remuneration to the board for the term period exceeds the total remuneration to the Board of 1,005,000, decided on by the General Meeting, with SEK 87,500.

Processing of personal data
For information on how your personal data is processed in connection with the Extraordinary General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf and https://www.xvivoperfusion.com/corporate/privacy-policy/.

Miscellaneous
The proxy and postal ballot forms will be available at the Company’s offices and on the Company’s website www.xvivoperfusion.com no later than 3 weeks before the EGM. The documents will be sent to shareholders free of charge upon request, provided that the shareholders state their address. The documents will also be available at the EGM.

At the time of the issue of this notice, the total number of shares and votes in the Company amounts to 26 600 496, all being the same class of shares. The Company does not hold any treasury shares.

Shareholders have the right to ask the Board and CEO questions at the EGM about the Company, the Company’s financial position and about the items and proposals which will be dealt with at the EGM.

Gothenburg, September 2020
XVIVO Perfusion AB (publ)
The Board

This is a translation of the Swedish version of the notice to attend the EGM. When in doubt, the Swedish wording prevails.

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