The following resolutions were amongst those adopted at XVIVO Perfusion’s Annual General Meeting held on March 31, 2020:
• No dividend will be paid for the financial year 2019.
• Gösta Johannesson, Camilla Öberg, Folke Nilsson, Yvonne Mårtensson and Dag Andersson were re-elected as members of the Board and Gösta Johannesson was elected Chairman of the Board, all in accordance with the proposal of the Election Committee. KPMG was elected as the company's auditor with Jan Malm as principal auditor until the end of the AGM for the financial year 2020.
• Board remuneration were resolved to remain unchanged from the previous year. Remuneration totaling SEK 1,005,000 shall be paid to members of the Board: SEK 250,000 to the Chairman of the Board, SEK 150,000 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 2,660,000 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 408,000 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, 2020, as well as new employees with the date of employment no later than August 31, 2020, 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 2, 2022 up until May 31, 2022. 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 10,608, corresponding to a dilution of approximately 1,53 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.
March 31, 2020
Gothenburg
XVIVO Perfusion AB (publ)
The Board of Directors