{"id":14230,"date":"2025-03-20T16:45:00","date_gmt":"2025-03-20T16:45:00","guid":{"rendered":"https:\/\/www.xvivogroup.com\/us\/mfn_news\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/"},"modified":"2025-03-20T16:45:00","modified_gmt":"2025-03-20T16:45:00","slug":"notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5","status":"publish","type":"mfn_news","link":"https:\/\/www.xvivogroup.com\/us\/pressreleases\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/","title":{"rendered":"Notice to attend the annual general meeting in XVIVO Perfusion AB (publ)"},"content":{"rendered":"<div class=\"mfn-preamble\">\n<p><strong>XVIVO Perfusion AB (publ) (the \u201cCompany\u201d), reg. no. 556561-0424, with its registered office in M\u00f6lndal, gives notice of the Annual General Meeting to be held on Friday 25 April 2025 at 1:00 PM, at The Swedish Exhibition &amp; Congress Centre (Sw. Svenska M\u00e4ssan) (conference room J2), at M\u00e4ssans gata 24 in Gothenburg, Sweden. Registration starts at 12:30 PM.<\/strong><\/p>\n<\/div>\n<div class=\"mfn-body\">\n<p><strong class=\"mfn-heading-1\">NOTIFICATION, ETC.<\/strong><br \/><strong class=\"mfn-heading-1\">Notification<\/strong><br \/>Shareholders who wish to participate at the Annual General Meeting shall:<br \/>\u00b7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <em>firstly, <\/em>be entered in the share register maintained by Euroclear Sweden AB no later than on Tuesday 15 April 2025 (for nominee-registered shares, also see \u201c<em>Nominee-registered shares<\/em>\u201d below),<br \/>\u00b7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <em>secondly, <\/em>notify the Company of their intention to participate at the Annual General Meeting no later than on Thursday 17 April 2025, by mail to XVIVO Perfusion AB (publ), AGM 2024, c\/o Advokatfirman Vinge KB, Box\u00a0110\u00a025, SE-404 21 Gothenburg, Sweden or by e-mail<em> <\/em>to <a href=\"mailto:xvivoperfusion@vinge.se\" rel=\"noopener\" target=\"_blank\">xvivoperfusion@vinge.se<\/a>.<\/p>\n<p>The shareholders shall in their notice to attend state name, personal identification number or company registration number, shareholding, address, phone number and, as applicable, information about any advisors (maximum two), proxies or representatives. Information delivered upon notice to attend will be processed and used only for the Annual General Meeting. See below for further information on processing of personal data.<\/p>\n<p><strong class=\"mfn-heading-2\">Nominee-registered shares<\/strong><br \/>To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Tuesday 15 April 2025. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee\u2019s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Thursday 17 April 2025<em><strong> <\/strong><\/em>are taken into account when preparing the share register.<\/p>\n<p><strong class=\"mfn-heading-1\">Proxy, etc.<\/strong><br \/>Shareholders who intend to be represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is executed by a legal person a certified copy of the certificate of registration or equivalent should be attached. The power of attorney may not be older than one year, however, it may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years from its issuance. The certificate of registration must not have been issued earlier than one year before. The power of attorney in original and, where applicable, the certificate of registration should be submitted to the Company to the address set forth above well in advance of the Annual General Meeting. A proxy form is available on the Company\u2019s website, <a href=\"http:\/\/www.xvivogroup.com\/us\" rel=\"noopener\" target=\"_blank\">www.xvivogroup.com\/us<\/a>.<\/p>\n<p><strong class=\"mfn-heading-1\">PROPOSED AGENDA<\/strong><br \/>1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Opening of the Annual General Meeting.<br \/>2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Election of Chairman at the Annual General Meeting.<br \/>3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Preparation and approval of the voting list.<br \/>4.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Approval of the agenda.<br \/>5.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Election of one or two persons to approve the minutes.<br \/>6.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Determination as to whether the Annual General Meeting has been duly convened.<br \/>7.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Submission of the annual report and the auditors\u2019 report and the consolidated financial statements and the auditors\u2019 report for the group. In connection thereto, a presentation by the Chief Executive Officer.<br \/>8.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Resolution regarding<br \/>a.\u00a0\u00a0\u00a0\u00a0\u00a0 adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,<br \/>b.\u00a0\u00a0\u00a0\u00a0 allocation of the company\u2019s profits or losses in accordance with the adopted balance sheet,<br \/>c.\u00a0\u00a0\u00a0\u00a0\u00a0 discharge of the members of the Board of Directors and the CEO from liability.<br \/>9.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Determination of the number of members of the Board of Directors, deputies, auditors, and deputy auditors.<br \/>10.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Election of members of the Board of Directors.<br \/><em>The nomination committee\u2019s proposal:<\/em><br \/>a)\u00a0\u00a0\u00a0\u00a0 G\u00f6sta Johannesson (re-election)<br \/>b)\u00a0\u00a0\u00a0\u00a0 Camilla \u00d6berg (re-election)<br \/>c)\u00a0\u00a0\u00a0\u00a0 Lena H\u00f6glund (re-election)<br \/>d)\u00a0\u00a0\u00a0\u00a0 Lars Henriksson (re-election)<br \/>e)\u00a0\u00a0\u00a0\u00a0 G\u00f6ran Dellgren (re-election)<br \/>f)\u00a0\u00a0\u00a0\u00a0\u00a0 Erik Str\u00f6mqvist (re-election)<br \/>g)\u00a0\u00a0\u00a0\u00a0 Paul Marcun (new election)<br \/>11.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Election of the Chairman of the Board of Directors.<br \/><em>The nomination committee\u2019s proposal:<\/em><br \/>a)\u00a0\u00a0\u00a0\u00a0 G\u00f6sta Johannesson (re-election)<br \/>12.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Election of the auditor.<br \/>13.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Determination of fees for members of the Board of Directors and auditor.<br \/>14.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Principles for the appointment of the members of the nomination committee.<br \/>15.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Submission and approval of the Board\u2019s remuneration report.<br \/>16.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Resolution to adopt guidelines for remuneration to the executive management.<br \/>17.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Resolution to resolve on a bonus issue.<br \/>18.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Resolution to amend the articles of association.<br \/>19.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Resolution to resolve on a share split.<br \/>20.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Resolution to adopt an incentive programme in the form of performance-based share option rights for the group management and key individuals within the XVIVO group and directed issue of warrants.<br \/>21.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Resolution to authorise the Board of Directors to resolve on new share issues.<br \/>22.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Resolution to authorise the Board of Directors to resolve on acquisition of the Company\u2019s own shares.<br \/>23.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Closing of the Annual General Meeting.<\/p>\n<p><strong class=\"mfn-heading-1\">THE NOMINATION COMMITTEE\u2019S PROPOSALS UNDER ITEMS 2, 9, 10, 11, 12, 13 AND 14<\/strong><br \/>The Nomination Committee, consisting of Henrik Blomquist (appointed by Bure Equity AB), Chairman, Thomas Ehlin (appointed by Fj\u00e4rde AP-fonden), Martin Lewin (appointed by Eccenovo AB) and G\u00f6sta Johannesson (Chairman of the Board of Directors, convening), has submitted the following proposals.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 2 \u2013 Election of Chairman of the Annual General Meeting<\/strong><br \/>The Nomination Committee proposes that Anders Strid, lawyer at Advokatfirman Vinge, is appointed Chairman at the Annual General Meeting.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 9 \u2013 Determination of the number of Board members and deputies, auditors and deputy auditors<\/strong><br \/>The Nomination Committee proposes that the Board shall consist of seven (7) ordinary members without deputies.<br \/>The Nomination Committee proposes that a registered accounting firm is to be appointed as auditor.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 10 \u2013 Election of Board members<\/strong><br \/>The Nomination Committee proposes that G\u00f6sta Johannesson, Camilla \u00d6berg, Lena H\u00f6glund, Lars\u00a0Henriksson, G\u00f6ran Dellgren and Erik Str\u00f6mqvist are re-elected, and that Paul Marcun is elected as new, members of the Board of Directors. All elections for the period until the end of the next Annual General Meeting.<\/p>\n<p><em>Information regarding the proposed new Board member<\/em><br \/>Paul Marcun, born 1966<br \/>Background: Leading positions at multiple global medical device companies. Most recently Executive Officer and Executive Vice President Growth at Coloplast. Before that, leading positions at companies such as Getinge, Stryker and Johnson &amp; Johnson.<br \/>Current board positions: &#8211;<br \/>Education: MBA, Corporate Finance and Marketing at University of Technology, Sydney and Bachelor of Veterinary Science at University of Melbourne, Australia.<br \/>Shareholding in the Company: \u2013<br \/>Ownership: \u2013<br \/>Voting rights: \u2013<br \/>Paul Marcun is independent in relation to the Company and its management as well as in relation to major shareholders.<br \/>Further information about the Board members proposed for re-election can be found on the Company\u2019s website, <a href=\"http:\/\/www.xvivogroup.com\/us\" rel=\"noopener\" target=\"_blank\">www.xvivogroup.com\/us<\/a>.<\/p>\n<p><strong>Item 11 \u2013 Election of the Chairman of the Board of Directors<\/strong><br \/>The Nomination Committee proposes that G\u00f6sta Johannesson be re-elected as Chairman of the Board of Directors.<\/p>\n<p><strong>Item 12 \u2013 Election of auditor<\/strong><br \/>The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, the registered accounting firm KPMG AB be re-elected as auditor. In the event that KPMG\u00a0AB is re-elected, the Nomination Committee notes that KPMG AB has informed that public accountant Daniel Haglund will be appointed as auditor in charge.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 13 \u2013 Determination of fees to the Board of Directors and the auditor<\/strong><br \/><em>Amount from previous year in () for comparison<\/em><br \/>The Nomination Committee proposes that remuneration to the Board shall be paid with SEK 575,000 (500,000) to the Chairman of the Board, SEK 275,000 (240,000) to each of the other members of the Board, SEK 120,000 (120,000) to the Chairman of the Audit Committee, SEK\u00a060,000 (60,000) to each of the other members of this committee, SEK 90,000 (90,000) to the Chairman of the Remuneration Committee, and SEK 50,000 (50,000) to each of the other members of this committee. In total, the proposal implies an increased remuneration to the Board, including the proposed new board member, of SEK 575,000, or 27\u00a0per\u00a0cent, compared to the remuneration to the Board for the previous year, and an increased fee of SEK 250,000 or 12 per cent compared to the previous year\u2019s fees for re-elected board members only.\u00a0<\/p>\n<p>The Nomination Committee proposes that the fee to the auditor shall be paid in accordance with approved statement of costs.<\/p>\n<p><strong>Item 14 &#8211; Principles for the appointment of the members of the nomination committee<\/strong><br \/>The Nomination Committee has reviewed the current principles for the appointment of the members of the Nomination Committee and has decided to not propose any changes.<\/p>\n<p><strong class=\"mfn-heading-1\">THE BOARD OF DIRECTORS\u2019 PROPOSALS UNDER ITEMS 8B, 15, 16, 17, 18, 19, 20, 21 AND 22<\/strong><br \/><strong class=\"mfn-heading-1\">Item 8B \u2013 Resolution regarding allocation of the company\u2019s profits or losses in accordance with the adopted balance sheet<\/strong><br \/>The Board of Directors proposes that the funds at the Annual General Meetings\u2019 disposal shall be carried forward, and, thus, that no dividend shall be paid.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 15 \u2013 Submission and approval of the Board\u2019s remuneration report<\/strong><br \/>The Board of Directors proposes that the Annual General Meeting resolves to approve the Remuneration Report for the financial year 2024 that has been prepared by the Board of Directors.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 16 \u2013 Resolution to adopt guidelines for remuneration to the executive management<\/strong><br \/>The Board of Directors proposes that the Annual General Meeting resolves to adopt the guidelines for remuneration to the executive management in accordance with the below.<\/p>\n<p><strong>Guidelines for remuneration to the executive management \u2013 Board Proposal to the Annual General Meeting 2025<\/strong><br \/><em><strong>Scope<\/strong><\/em><br \/>These guidelines apply to the executive management of XVIVO Perfusion AB (publ) (\u201c<strong>XVIVO<\/strong>\u201d) as well as the company\u2019s board members, to the extent that other compensation, beyond what has been decided by the general meeting, is paid to board members. Executive management refers to the CEO, the Deputy CEO, and other members of the executive management team. Other members of the executive management team are those who are part of the leadership group.<\/p>\n<p>The guidelines are forward-looking and shall be applied to compensation agreed upon, as well as changes made to already agreed compensation, after the guidelines are adopted by the annual general meeting in 2025. These guidelines do not include compensation decisions made by the general meeting.<\/p>\n<p>For employment relationships governed by regulations other than Swedish law, necessary adjustments may be made to comply with mandatory local regulations or established local practices, ensuring that the overall objectives of these guidelines are met as far as possible.<\/p>\n<p><em><strong>Promotion of Business Strategy, Long-Term Interests, and Sustainability<\/strong><\/em><br \/>The company\u2019s business strategy is as follows:<\/p>\n<p>XVIVO is a medical technology company developing and marketing solutions and systems to assess usability, enable organ treatment, and preserve organs in optimal condition outside the body while waiting for transplantation. The company operates across all major organ areas: heart, lung, liver, and kidney.<\/p>\n<p>XVIVO is currently a market leader in lung transplantation, providing transplantation clinics worldwide with high-tech products for the storage and evaluation of lungs. XVIVO has approximately 180 employees globally, with headquarters in Gothenburg, Sweden, and offices and development centers in the USA and Europe. For more information on the company\u2019s business strategy, please refer to www.xvivogroup.com\/us and the company\u2019s Annual Report for 2024.<\/p>\n<p>Successful implementation of the company\u2019s business strategy and the safeguarding of its long-term interests, including sustainability, require the company to recruit and retain qualified employees. To achieve this, the company must offer competitive compensation. These guidelines ensure that executives can be offered a competitive total compensation package.<\/p>\n<p>The company has, at present, established three long-term share-based incentive programs, one of which will expire in May 2025. These programs were approved by the general meeting and are therefore not included in these guidelines. Similarly, the long-term share-based incentive program proposed by the board for the 2025 AGM is not included. Like the two most recent of the three ongoing programs, the proposed program is a performance-based share program. The programs cover senior executives and key employees within the group and are clearly aligned with the company\u2019s business strategy and long-term value creation, including sustainability. The programs also require multi-year holding periods. For more information about these programs, please refer to www.xvivogroup.com\/us.<\/p>\n<p><em><strong>Forms of Compensation<\/strong><\/em><br \/>Compensation should be market-based and may consist of the following components: fixed salary, variable cash compensation, pension benefits, and other benefits. The general meeting may also \u2013 independent of these guidelines \u2013 decide on, for example, share-based or share-price related compensation.<\/p>\n<p>The fixed compensation should reflect the individual\u2019s responsibilities and experience. The fixed compensation should be reviewed annually.<\/p>\n<p>Fulfillment of the criteria for the payment of variable cash compensation should be measurable over a period of one year. The variable cash compensation may amount to a maximum of 60% (50%) of the CEO\u2019s fixed annual cash salary and 45% (30%) of the fixed annual cash salary for other senior executives (executive management).<br \/>Additional variable cash compensation may be paid under extraordinary circumstances, provided that such extraordinary arrangements are temporary and made on an individual basis, either to recruit or retain executives or as compensation for extraordinary work beyond the individual&#039;s regular duties. Such compensation may not exceed an amount corresponding to 30% of the fixed annual cash salary and may not be paid more than once per year and per individual. Decisions regarding such compensation must be made by the board, upon recommendation from the remuneration committee.<\/p>\n<p><em><strong>Pension<\/strong><\/em><br \/>For the CEO, pension benefits, including disability insurance, shall be defined-contribution based. Variable cash compensation shall not be pensionable. Pension contributions for defined-contribution pensions shall amount to a maximum of 35% of the fixed annual cash salary. For other senior executives based in Sweden, pension benefits, including disability insurance, shall be defined-contribution based unless the executive is covered by defined-benefit pensions under mandatory collective agreements. Variable cash compensation shall not be pensionable. Pension contributions for defined-contribution pensions shall amount to a maximum of 31.5% of the fixed annual cash salary.<\/p>\n<p>For senior executives whose employment is governed by regulations other than Swedish law, necessary adjustments may be made regarding pension benefits and other benefits to comply with mandatory regulations or local practices, ensuring that the overall purpose of these guidelines is met as far as possible.<\/p>\n<p>Other benefits may include, among others, life insurance, health insurance, and car benefits. Such benefits shall be determined based on market standards and competitiveness.<\/p>\n<p>For executives stationed in countries other than their home country, additional compensation and benefits may be provided to a reasonable extent, considering the special circumstances associated with such international assignments, with the overall goal of these guidelines being maintained as far as possible.<\/p>\n<p><em><strong>Termination of Employment<\/strong><\/em><br \/>In case of termination by the company, the notice period may be up to six months. If the company terminates the CEO\u2019s employment, severance pay of a maximum of twelve months\u2019 salary will be provided. In the case of termination of other senior executives without just cause, severance pay will be a matter for negotiation or individual agreement. In case of termination by the executive, the notice period may be up to six months, with no entitlement to severance pay.<\/p>\n<p>In addition, compensation for any non-compete obligation may be provided. Such compensation should cover potential income loss and only be paid to the extent the executive is not entitled to severance pay. The compensation should be based on the fixed cash salary at the time of termination and paid during the duration of the non-compete obligation, which shall not exceed 12 months after the termination of employment.<\/p>\n<p><em><strong>Criteria for Payment of Variable Cash Compensation<\/strong><\/em><br \/>Variable cash compensation shall be linked to predefined and measurable criteria, which may be financial or non-financial and consist of individually tailored quantitative or qualitative goals. The criteria shall be designed to promote the company\u2019s business strategy and long-term interests, including its sustainability, by, for example, having a clear link to the business strategy or promoting the executive\u2019s long-term development.<\/p>\n<p>Once the measurement period for the fulfillment of the criteria for variable cash compensation has ended, an assessment will be made to determine the extent to which the criteria have been met. The remuneration committee is responsible for the assessment regarding variable cash compensation for the CEO. Regarding variable cash compensation for other executives, the CEO is responsible for the assessment. Regarding financial targets, the assessment shall be based on the company\u2019s most recently disclosed financial information.<\/p>\n<p><em><strong>Salaries and Employment Terms for Employees<\/strong><\/em><br \/>In preparing the board\u2019s proposal for these compensation guidelines, the salaries and employment terms of the company\u2019s employees have been considered. Data on employees\u2019 total compensation, components of the compensation, as well as increases in compensation and the rate of increase over time have been part of the remuneration committee\u2019s and the board\u2019s decision-making process when evaluating the reasonableness of the guidelines and the limitations they entail. The development of the gap between the compensation of senior executives and other employees will be reported in the remuneration report.<\/p>\n<p><em><strong>Decision-Making Process for Establishing, Reviewing, and Implementing the Guidelines<\/strong><\/em><br \/>The board has established a remuneration committee. The committee\u2019s tasks include preparing the board\u2019s decisions regarding proposals for guidelines on compensation for senior executives. The board should prepare proposals for new guidelines at least every four years and submit them for approval at the annual general meeting. <\/p>\n<p>The guidelines will apply until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate the programs for variable compensation for executive management, the application of the guidelines for senior executive compensation, and the applicable compensation structures and levels within the company. The ordinary members of the remuneration committee are independent of the company and executive management. When the board discusses and makes decisions on compensation-related matters, the CEO or other executives are not present, unless they are directly affected by the matters.<\/p>\n<p><em><strong>Board Members\u2019 Service Assignments<\/strong><\/em><br \/>Board members elected at the general meeting may, in exceptional cases, be compensated for services within their area of expertise that do not constitute board duties. A market-based fee for such services will be determined by the board but may not exceed SEK 300,000 excluding VAT per year and per member.<\/p>\n<p><em><strong>Deviation from the Guidelines<\/strong><\/em><br \/>The board may decide to temporarily deviate from the guidelines, either wholly or partially, if there are specific reasons for doing so in an individual case, and if a deviation is necessary to safeguard the company\u2019s long-term interests, including its sustainability, or to ensure the company\u2019s financial stability. As stated above, it is the responsibility of the remuneration committee to prepare the board\u2019s decisions on compensation matters, including decisions to deviate from the guidelines.<\/p>\n<p><em><strong>Description of Significant Changes to the Guidelines and How Shareholders\u2019 Views Have Been Taken into Account<\/strong><\/em><br \/>The proposal does not involve any significant changes compared to the company\u2019s current compensation guidelines. After a benchmark analysis conducted with a leading global compensation firm, the board has decided to propose an increase in the variable cash compensation for the CEO and senior executives. The variable cash compensation is proposed to increase to a maximum of 60% (50%) of the CEO\u2019s fixed annual cash salary and 45% (30%) of the fixed annual cash salary for other senior executives (executive management). XVIVO has not received any comments from shareholders to be considered in the development of this proposal.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 17 \u2013 Resolution to resolve on a bonus issue<\/strong><br \/>The Board of Directors proposes that the Annual General Meeting resolves that the share capital of the Company shall be increased by SEK 13,899.007424, from SEK 805,087.212576 to SEK\u00a0818,986.22, by transferring SEK 13,899.007424 from unrestricted equity according to the most recently adopted balance sheet. The Board\u2019s proposal under this item 17 aims to offset the Company\u2019s quota value to SEK 0.026<strong> <\/strong>from SEK 0.025558752449444 (calculated before the share split proposed under item 19 below). The following conditions shall apply.<\/p>\n<p>1.\u00a0\u00a0\u00a0\u00a0 The bonus issue shall be carried out without any new shares being issued.<br \/>2.\u00a0\u00a0\u00a0\u00a0 The resolution shall be executed in connection with registration with the Swedish Companies Registration Office.<br \/>3.\u00a0\u00a0\u00a0\u00a0 The CEO shall be entitled to make such minor adjustments to the resolutions as required for registration or implementation.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 18 \u2013 Resolution to amend the articles of association<\/strong><br \/>The Board of Directors proposes that the Annual General Meeting resolves to amend the Company\u2019s articles of association in accordance with the table below.<\/p>\n<table>\n<tbody>\n<tr>\n<td colspan=\"1\" rowspan=\"1\"><em>Provision<\/em><\/td>\n<td colspan=\"1\" rowspan=\"1\"><em>Current wording<\/em><\/td>\n<td colspan=\"1\" rowspan=\"1\"><em>Proposed wording<\/em><\/td>\n<\/tr>\n<tr>\n<td colspan=\"1\" rowspan=\"1\">\u00a7 4<\/td>\n<td colspan=\"1\" rowspan=\"1\">\u201cThe capital stock shall be no less than SEK five hundred thousand (SEK 500,000) and no more than SEK two million (SEK 2,000,000).\u201d<\/td>\n<td colspan=\"1\" rowspan=\"1\">\u201cThe share capital shall be no less than SEK 750,000 and no more than SEK 3,000,000.\u201d<\/td>\n<\/tr>\n<tr>\n<td colspan=\"1\" rowspan=\"1\">\u00a7 5<\/td>\n<td colspan=\"1\" rowspan=\"1\">\u201cThe number of stock units issued shall be no less than twelve million (12,000,000) and no more than forty-eight million (48,000,000)\u201d<\/td>\n<td colspan=\"1\" rowspan=\"1\">\u201cThe number of shares shall be no less than 55,000,000 and no more than 220,000,000.\u201d<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>The resolution under this item 18 is conditional upon the Annual General Meeting resolving on a share split in accordance with item 19 below.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 19 \u2013 Resolution to resolve on a share split<\/strong><br \/>The Board of Directors proposes that the Annual General Meeting resolves on a share split of the Company\u2019s shares, whereby each share is divided into two shares (share split 2:1), by which one (1) existing share entitles to two (2) new shares.<\/p>\n<p>The Board of Directors shall be authorized to set the record date for the share split, which may not, however, occur before the date on which the resolution is registered with the Swedish Companies Registration Office.<\/p>\n<p>The Board of Directors, or such person appointed by the Board of Directors, shall be entitled to make such adjustments to the resolution that may be necessary for registration with the Swedish Companies Registration Office or with Euroclear Sweden AB\u2019s management.<\/p>\n<p>The resolution under this item 19 is conditional upon the Annual General Meeting resolving to amend the articles of association in accordance with item 18 above.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 20 \u2013 Resolution to adopt an incentive programme in the form of performance-based share option rights for the group management and key individuals within the XVIVO group and directed issue of warrants<\/strong><br \/><em>The Board of Directors\u2019 of XVIVO Perfusion AB (publ) (the \u201c<\/em><em><strong>Company<\/strong><\/em><em>\u201d or \u201c<\/em><em><strong>XVIVO<\/strong><\/em><em>\u201d) propose that the Annual General Meeting resolve on (20A.) the adoption of an incentive programme in the form of performance-based share option rights directed at the group management and key individuals of the XVIVO group (the \u201c<\/em><em><strong>SORP 2025<\/strong><\/em><em>\u201d). The resolution pursuant to item (20A.) shall also be conditional on the Annual General Meeting resolving on a directed issue of warrants in accordance with the Board\u2019s proposal under item (20B.) below.<\/em><\/p>\n<p>20A. Introduction of the SORP 2025<strong><a href=\"http:\/\/#_ftn1\" rel=\"noopener\" target=\"_blank\">[1]<\/a><\/strong><br \/><em>Background and rationale<\/em><br \/>The Board of Directors of the Company is of the opinion that incentive programmes lead to higher motivation and commitment among the employees and strengthen the ties between the employees and the Company. <\/p>\n<p>Furthermore, it is the Board\u2019s assessment that the SORP 2025 will contribute to the opportunities to retain knowledgeable and experienced employees and is expected to increase the employees\u2019 interest in the Company\u2019s operations and development of earnings. Overall, it is the Board\u2019s assessment that the SORP 2025 will benefit both the employees and the Company\u2019s shareholders through an increased share value.<\/p>\n<p><em>Summary of the programme<\/em><br \/>The SORP 2025 is proposed to comprise of the group management and key individuals, meaning that not more than approximately 30 persons within the XVIVO group will be able to participate.<\/p>\n<p>Under the SORP 2025, participants are given the opportunity to receive shares free of charge, so called \u201c<strong>Performance Shares<\/strong>\u201d, in accordance with the terms and conditions described below. An offer to participate in the SORP 2025 shall be made as soon as practicably possible.<\/p>\n<p>Within the scope of the SORP 2025, the Board of Directors will grant participants rights free of charge entailing the right to, provided that certain criteria are fulfilled, receive Performance Shares (\u201c<strong>Rights<\/strong>\u201d).<\/p>\n<p><em>Terms and conditions<\/em><br \/>1.\u00a0\u00a0\u00a0\u00a0 The maximum number of shares will amount to 315,408, whereby 240,000 Performance Shares may be allotted to participants and 75,408 shares may be utilised by the Company to cover social security contributions associated with the programme.<br \/>2.\u00a0\u00a0\u00a0\u00a0 Vesting of Rights occurs during the period from 15 May 2025 up to and including 15\u00a0May\u00a02028 (\u201c<strong>Vesting\u00a0Period<\/strong>\u201d).<br \/>3.\u00a0\u00a0\u00a0\u00a0 To be granted the Rights, the participant must have been employed or engaged within the XVIVO group throughout the whole Vesting Period, unless the Board of Directors in its sole discretion decides otherwise.<br \/>4.\u00a0\u00a0\u00a0\u00a0 The Rights may not be transferred or pledged.<br \/>5.\u00a0\u00a0\u00a0\u00a0 Each Right entitles the participant to receive one Performance Share, free of charge, at the end of the Vesting Period (with some exceptions whereas the Vesting Period can be brought forward).<br \/>6.\u00a0\u00a0\u00a0\u00a0 If the participant\u2019s employment or engagement ends before the end of the Vesting Period, the already earned Rights will be lost and will not entitle to Performance Shares, unless the Board of Directors in its sole discretion decides otherwise.<br \/>7.\u00a0\u00a0\u00a0\u00a0 Allotment of Performance Shares under the Rights is, except for the above stated, conditional on the achievement of the performance targets established by the Board of Directors in whole or in part. The \u201c<strong>Performance Targets<\/strong>\u201d are:<br \/>\u00b7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <strong>TSR<\/strong>: is based on the average annual total shareholder return during the Vesting Period as follows:<br \/>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 i.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Company\u2019s TSR amounts to or exceeds 12 per cent, 75 per cent of the Performance Shares will be allocated.<br \/>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 ii.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Company\u2019s TSR amounts to 11 per cent, 65.6 per cent of the Performance Shares will be allocated.<br \/>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 iii.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Company\u2019s TSR amounts to 10 per cent, 56.3 per cent of the Performance Shares will be allocated.<br \/>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 iv.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Company\u2019s TSR amounts to 9 per cent, 46.9 per cent of Performance Shares will be allocated.<br \/>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 v.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Company\u2019s TSR amounts to 8 per cent, 37.5 per cent of the Performance Shares will be allocated.<br \/>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 vi.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 If the Company\u2019s TSR is less than 8 per cent, no allotment of the Performance Shares will take place.<br \/>\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 vii.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 For TSR outcomes between the above breakpoints, the allocation of Performance Shares shall be linearly interpolated.<br \/>\u00b7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 <strong>ESG<\/strong>: is based on a goal set by the Company that contributes to societal benefit in the form of human lives saved through the clinical use of machine perfusion on organs (lung, heart, liver and kidney). The goal is based on the Company&#039;s long-term sustainable ambition that the market for machine perfusion will continuously grow at least twice as fast as the total number of organ transplants. Global growth for organ transplants has historically been 6 per cent and is expected to continue at this rate over the next three-year period. XVIVO\u2019s ESG target is thus that volume growth for machine perfusion should grow by at least 12 per cent per year, which means a volume growth during the Vesting Period of 40.5 per cent. If the ESG target is met, 25 per cent of the Performance\u00a0Shares will be allocated. If the ESG target is not met, no allotment will be made.<br \/>\u00b7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Performance Targets thus mean that 75 per cent of future allotment of Performance\u00a0Shares is attributable to the TSR target and 25 per cent of future allotment of Performance Shares is attributable to the ESG target.<br \/>8.\u00a0\u00a0\u00a0\u00a0 The Board of Directors, or a special committee set up by the Board, shall be responsible for preparing the detailed design and administration of the terms and conditions of the SORP\u00a02025, in accordance with the presented terms and conditions including provisions on recalculation in the event of an in-between bonus issue, share split, rights issue and\/or similar measures. In connection therewith, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the XVIVO Group or in its environment that would result in that the adopted terms for the SORP\u00a02025 no longer fulfils their objectives.<\/p>\n<p><em>Allocation of Rights<\/em><br \/>The SORP 2025 shall comprise of not more than approximately 30 employees within the XVIVO\u00a0group. The maximum number of Rights that can be allotted free of charge per participant and category follows from the table below.<\/p>\n<table>\n<tbody>\n<tr>\n<td colspan=\"1\" rowspan=\"1\"><em>Category<\/em><\/td>\n<td colspan=\"1\" rowspan=\"1\"><em>Maximum number of Rights per category<\/em><\/td>\n<\/tr>\n<tr>\n<td colspan=\"1\" rowspan=\"1\">CEO<\/td>\n<td colspan=\"1\" rowspan=\"1\">32,000<\/td>\n<\/tr>\n<tr>\n<td colspan=\"1\" rowspan=\"1\">Management<\/td>\n<td colspan=\"1\" rowspan=\"1\">16,000<\/td>\n<\/tr>\n<tr>\n<td colspan=\"1\" rowspan=\"1\">Key Individuals<\/td>\n<td colspan=\"1\" rowspan=\"1\">6,000<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p><em>Costs<\/em><em><strong><a href=\"http:\/\/#_ftn2\" rel=\"noopener\" target=\"_blank\">[2]<\/a><\/strong><\/em><br \/>The SORP 2025 will be reported in accordance with \u201cIFRS 2 \u2013 Share-related remuneration\u201d. IFRS\u00a02 stipulates that the Rights shall be expensed as personnel costs over the Vesting Period. Personnel costs in accordance with IFRS 2 do not affect the Company\u2019s cash flow. Social security contributions will be expensed in the income statement in accordance with UFR 7 during the Vesting Period.<\/p>\n<p>The cost of the SORP 2025 is assumed to amount to a total of approximately MSEK 32.5, excluding social security contributions, and is based on the following assumptions: the TSR target has been calculated in accordance with IFRS 2 supported by the Monte Carlo valuation model based on the following assumptions: (i) a closing share price on Nasdaq Stockholm on 19 March 2025 corresponding to SEK 205.25, (ii) a volatility of 42.5 per cent, and (iii) a risk-free interest rate of 2.28\u00a0per\u00a0cent. Furthermore, the ESG target has been calculated according to IFRS based on the share price on Nasdaq Stockholm at the start of the SORP 2025, which is taken into account in the above total cost.<\/p>\n<p>Based on the same assumptions as above, and subject to social security contributions of 31.42\u00a0per\u00a0cent, and a share price increase of approximately 40.5 per cent from the start of the SORP\u00a02025 until the participants are allotted Performance Shares (corresponding to a yearly TSR of 12 per cent) and fulfillment of the ESG-target, the costs of social security contributions are estimated to amount to approximately MSEK 21.75.<\/p>\n<p>To\u00a0illustrate, assuming that 240,000 Performance Shares are allotted at approximately SEK\u00a0288.36 per XVIVO-share, that the actual market price at the time of the free of charge allocation amounts to approximately MSEK 69.2 and with other conditions equal regarding social security contributions, the total cost for the Company of the SORP 2025 would amount to approximately MSEK 54.2.<\/p>\n<p><em>Effects on key ratios and dilution<\/em><br \/>Based on the existing number of shares in the Company, the SORP 2025, upon exercise of all 240,000\u00a0Rights and 75,408 shares for hedging of social security costs, will result in the share capital being able to increase by a maximum of SEK 4,100.304 and a maximum dilution corresponding to approximately 0.50 per cent of the capital outstanding at the time of issue of the notice and the number of votes in the Company. If all outstanding incentive programmes in the Company are included in the calculation, the corresponding maximum dilution, at the time of issuing the notice, amounts to approximately 1.30 per cent of the capital and the number of votes.<\/p>\n<p>The SORP 2025 is expected to have only a marginal impact on key performance indicators.<\/p>\n<p><em>Preparation of the proposal<\/em><br \/>The SORP 2025 has been prepared by the Board of Directors in consultation with external advisers.<\/p>\n<p><em>Additional ongoing share-based incentive programmes<\/em><br \/>Information regarding the Company\u2019s current incentive programmes is available in the Company\u2019s annual report 2024, note 23 and the main terms and conditions of the programmes are available on the Company\u2019s website, <a href=\"http:\/\/www.xvivogroup.com\/us\" rel=\"noopener\" target=\"_blank\">www.xvivogroup.com\/us<\/a>. Apart from the programmes now mentioned, there are no other share-based incentive programmes in XVIVO.<\/p>\n<p><em>Delivery of Performance Shares in accordance with the SORP 2025<\/em><br \/>In order to be able to implement the SORP 2025 in a cost-effective and flexible manner, the Board\u00a0of\u00a0Directors has considered various methods to ensure delivery of Performance Shares. In doing so, the Board of Directors has found that the most cost-effective option, for the delivery of Performance Shares to participants and coverage of social security contributions, is to issue warrants. The Board of Directors therefore proposes that the Annual General Meeting, in accordance with item (20B.) below, resolves to issue a total of not more than 315,408 warrants to the Company with the right and obligation to manage the warrants in accordance with what is set out in this proposal and the terms and conditions for the SORP 2025.<\/p>\n<p><strong>20B. Directed issue of warrants under the SORP 2025 and approval of subsequent transfer of warrants<\/strong><br \/>The Board of Directors proposes that the Annual General Meeting resolves, with deviation from the shareholders\u2019 preferential rights, to issue a total of not more than 315,408 warrants, as a result of which the Company\u2019s share capital may increase by a maximum of SEK 4,100.304.<\/p>\n<p>The issue of warrants shall be subject to the following conditions:<br \/>1.\u00a0\u00a0\u00a0\u00a0 The right to subscribe for the 315,408 warrants shall, with deviation from the shareholders\u2019 preferential rights, only vest with XVIVO. The Company shall have the right to, in connection with the end of the term 15 May 2028, transfer warrants to participants or a financial intermediary for delivery of shares to participants and for coverage of social security contributions in connection with utilisation.<br \/>2.\u00a0\u00a0\u00a0\u00a0 The warrants shall be issued free of charge and shall be subscribed for on a subscription list no later than 15 May 2025. The Board of Directors shall have the right to extend the subscription period. Oversubscription cannot take place.<br \/>3.\u00a0\u00a0\u00a0\u00a0 Each warrant shall entitle the holder to subscribe for one share in the Company.<br \/>4.\u00a0\u00a0\u00a0\u00a0 The subscription price for shares subscribed for based on the warrants shall correspond to the quota value of the shares. The subscription price shall be paid in cash.<br \/>5.\u00a0\u00a0\u00a0\u00a0 Subscription of shares pursuant to the warrants shall take place during the period from 15 May 2028 up to and including 15 June 2028. The Board of Directors has the right to extend the subscription period, however, by a maximum of six months.<br \/>6.\u00a0\u00a0\u00a0\u00a0 Shares which are issued following subscription shall entitle to dividend on the record date for dividends that falls immediately after the new shares have been entered in the Company\u2019s share register with Euroclear Sweden AB.<\/p>\n<p>The subscription price, as set out above, shall be rounded to the nearest SEK 0.10, whereby SEK 0.05 shall be rounded downwards. The subscription price and the number of shares that each warrant entitles to subscription for shall be recalculated in the event of a split, consolidation, new share issue etc. in accordance with market practice.<\/p>\n<p>It is further proposed that the board of directors, or whomever they appoint, should be authorized to undertake such minor adjustments in the resolution that may be required for the registration with the Swedish Companies Registration Office.<\/p>\n<p>The reason for the deviation from the shareholders\u2019 preferential rights is to implement the SORP\u00a02025 for employees in the XVIVO Group.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 21 \u2013 Resolution to authorise the board of directors to resolve on new share issues<\/strong><br \/>The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions and with or without deviation from the shareholders\u2019 preferential rights, to resolve on new share issues.<\/p>\n<p>The authorisation may be utilised for new issues of shares, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to not more than 10 per cent of the registered share capital in the Company at the time of the issue resolution. The subscription price shall be determined on market terms and conditions. However, in order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agent that acts as a settlement bank for investors.<\/p>\n<p>Deviation from the shareholders\u2019 preferential rights shall be possible in connection with future investments in the form of acquisitions of operations, companies, shares in companies or otherwise for the Company\u2019s future expansion. If the Board resolves on an issue with deviation from the shareholders\u2019 preferential rights, the rationale shall be that the Board shall be able to issue shares in the Company to be used as a means of in-kind payment or the right to offset debt or to in a flexible and cost-efficient manner raise capital to use as means of payment or to continuously adjust the Company\u2019s capital structure.\u00a0<\/p>\n<p>The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.<\/p>\n<p><strong class=\"mfn-heading-1\">Item 22 \u2013 Resolution to authorise the Board of Directors to resolve on acquisition of the Company\u2019s own shares<\/strong><br \/>The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions, to resolve to acquire the Company\u2019s own shares. Shares may be acquired to the extent that the Company\u2019s holding of its own shares, on any occasion, does not exceed ten (10) per cent of the Company\u2019s total outstanding shares. Acquisitions of shares shall take place on Nasdaq Stockholm at a price within the price interval registered at any given time, by which is meant the interval between the highest purchase price and the lowest sale price. Payment for the shares shall be made in cash. The purpose of the proposed authorisation is to give the Board the opportunity to adapt the Company\u2019s capital structure to its capital needs and thereby, among other things, be able to use the repurchased shares as a means of payment for the acquisition of assets or rights.<\/p>\n<p>The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.<br \/>_______________________<br \/><strong class=\"mfn-heading-1\">Special majority requirement<\/strong><br \/>The Board of Directors\u2019 proposal for resolutions in accordance with items 20A \u2013 20B above constitute a package, as the various proposals are dependent on and strongly linked to each other. Therefore, it is proposed that the Annual General Meeting make a single resolution in connection with the abovementioned proposals, in compliance with the majority requirement specified in Chapter 16, Section 8 of the Swedish Companies Act, meaning that the resolution shall be supported by shareholders representing at least nine tenths (9\/10) of both the votes cast and the shares represented at the meeting.<\/p>\n<p>For valid resolutions in accordance with item 18, 21 and 22 above, it is required that the proposals be supported by at least two thirds (2\/3) of the shares represented and votes cast at the general meeting. For valid resolutions in accordance with item 17 and item 19 above, simple majority is required for validity.<\/p>\n<p><strong>Shareholders\u2019 right to obtain information<\/strong><br \/>Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to XVIVO Perfusion AB, Gemenskapens Gata 9, SE-431 53 M\u00f6lndal, Sweden, or via e-mail to <a href=\"mailto:kristoffer.nordstrom@xvivogroup.com\" rel=\"noopener\" target=\"_blank\">kristoffer.nordstrom@xvivogroup.com<\/a>.<\/p>\n<p><strong class=\"mfn-heading-1\">Number of shares and votes<\/strong><br \/>The number of shares and votes in the Company amounts to 31,499,470 per the day for the issuance of this notice. The Company does not hold any treasury shares.<\/p>\n<p><strong class=\"mfn-heading-1\">Documentation<\/strong><br \/>The annual report, the Board of Directors\u2019 remuneration report and all other documentation for resolutions will, no later than three weeks before the Annual General Meeting, be kept available on the Company\u2019s website, www.xvivogroup.com\/us, at the Company\u2019s premises with address XVIVO Perfusion AB (publ), Gemenskapens Gata 9, SE-431 53 M\u00f6lndal, Sweden and will be sent to those shareholders who so request and state their postal address or e-mail address.<\/p>\n<p>The Board of Directors\u2019 proposal in accordance with items 17, 19, 21 and 22 are fully formulated in the convening notice.<\/p>\n<p>The Nomination Committee\u2019s complete proposals and reasoned statement as well as information regarding proposed Board members is available on the Company\u2019s website stated above.<\/p>\n<p><strong class=\"mfn-heading-1\">Processing of personal data<\/strong><br \/>For information about how your personal data is processed, it is referred to the privacy notice available at Euroclear\u2019s webpage: <a href=\"https:\/\/www.euroclear.com\/dam\/ESw\/Legal\/Privacy-notice-bolagsstammor-engelska.pdf\" rel=\"noopener\" target=\"_blank\">https:\/\/www.euroclear.com\/dam\/ESw\/Legal\/Privacy-notice-bolagsstammor-engelska.pdf<\/a>.<\/p>\n<p>_____________________________<br \/>Gothenburg in March 2025<br \/><strong>XVIVO Perfusion AB (publ)<\/strong><br \/><em>The Board of Directors<\/em><\/p>\n<hr \/>\n<p><a href=\"http:\/\/#_ftnref1\" rel=\"noopener\" target=\"_blank\">[1]<\/a> The SORP 2025 has been designed taking into account the bonus issue and share split (2:1) proposed to the Annual General Meeting\u00a02025. Accordingly, the figures and amounts stated in the SORP 2025 reflect the proposals as if they had been adopted by the Annual General Meeting 2025. The calculation of the share capital increase has been carried out based on a quota value of SEK 0.013. In the event that the Annual General Meeting does not decide to carry out a bonus issue and share split, the Board of Directors reserves the right to recalculate the programme accordingly with the adjustments required to correspond to the share capital and number of shares then in force, without exceeding the dilution that the SORP 2025 may now cause.<br \/><a href=\"http:\/\/#_ftnref2\" rel=\"noopener\" target=\"_blank\">[2]<\/a> The closing price and the share price at the end of the programme have been calculated based on the share price as of 19 March 2025 and after the share split.<\/p>\n<\/div>\n<div class=\"mfn-footer mfn-fb9cf3b124f9\">\n<p><strong class=\"mfn-heading-1\">For further information, please contact:<\/strong><\/p>\n<hr \/>\n<p>Christoffer Rosenblad, CEO, +46 73 519 21 59, e-mail: christoffer.rosenblad@xvivogroup.com<br \/>Kristoffer\u00a0Nordstr\u00f6m, CFO, +46 73 519 21 64, e-mail:\u00a0kristoffer.nordstrom@xvivogroup.com<\/p>\n<\/div>\n<div class=\"mfn-footer mfn-about mfn-da5f5ee9f867\">\n<p><strong class=\"mfn-heading-1\">About Us<\/strong><\/p>\n<hr \/>\n<p>Founded in 1998, XVIVO is the only medical technology company dedicated to extending the life of all major organs &#8211; so transplant teams around the world can save more lives. Our solutions allow leading clinicians and researchers to push the boundaries of transplantation medicine. XVIVO is headquartered in Gothenburg, Sweden, and has offices and research sites on two continents. The company is listed on Nasdaq Stockholm under the ticker symbol XVIVO. More information can be found on the website www.xvivogroup.com\/us.<\/p>\n<\/div>\n<div class=\"mfn-footer mfn-attachment mfn-attachment-general\">\n<p><strong class=\"mfn-heading-1\">Attachments<\/strong><\/p>\n<hr \/>\n<p><a class=\"mfn-generated mfn-primary\" href=\"https:\/\/storage.mfn.se\/16d0fe73-8cf8-4aa0-b304-a0f536863ebe\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ.pdf\" rel=\"noopener\" target=\"_blank\">Notice to attend the annual general meeting in XVIVO Perfusion AB (publ)<\/a><\/p>\n<\/div>\n","protected":false},"excerpt":{"rendered":"<p>XVIVO Perfusion AB (publ) (the \u201cCompany\u201d), reg. no. 556561-0424, with its registered office in M\u00f6lndal, gives notice of the Annual&#8230;<\/p>\n","protected":false},"template":"","class_list":["post-14230","mfn_news","type-mfn_news","status-publish","hentry","mfn-news-tag-mfn","mfn-news-tag-mfn-type-ir","mfn-news-tag-mfn-lang-en","mfn-news-tag-mfn-regulatory","mfn-news-tag-mfn-regulatory-listing","mfn-news-tag-mfn-ci","mfn-news-tag-mfn-ci-gm","mfn-news-tag-mfn-ci-gm-notice"],"acf":[],"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v27.6 - https:\/\/yoast.com\/product\/yoast-seo-wordpress\/ -->\n<title>Notice to attend the annual general meeting in XVIVO Perfusion AB (publ) - XVIVO<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/www.xvivogroup.com\/us\/pressreleases\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Notice to attend the annual general meeting in XVIVO Perfusion AB (publ) - XVIVO\" \/>\n<meta property=\"og:description\" content=\"XVIVO Perfusion AB (publ) (the \u201cCompany\u201d), reg. no. 556561-0424, with its registered office in M\u00f6lndal, gives notice of the Annual...\" \/>\n<meta property=\"og:url\" content=\"https:\/\/www.xvivogroup.com\/us\/pressreleases\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/\" \/>\n<meta property=\"og:site_name\" content=\"United States\" \/>\n<meta name=\"twitter:card\" content=\"summary_large_image\" \/>\n<meta name=\"twitter:label1\" content=\"Est. reading time\" \/>\n\t<meta name=\"twitter:data1\" content=\"34 minutes\" \/>\n<script type=\"application\/ld+json\" class=\"yoast-schema-graph\">{\"@context\":\"https:\\\/\\\/schema.org\",\"@graph\":[{\"@type\":\"WebPage\",\"@id\":\"https:\\\/\\\/www.xvivogroup.com\\\/us\\\/pressreleases\\\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\\\/\",\"url\":\"https:\\\/\\\/www.xvivogroup.com\\\/us\\\/pressreleases\\\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\\\/\",\"name\":\"Notice to attend the annual general meeting in XVIVO Perfusion AB (publ) - XVIVO\",\"isPartOf\":{\"@id\":\"https:\\\/\\\/www.xvivogroup.com\\\/us\\\/#website\"},\"datePublished\":\"2025-03-20T16:45:00+00:00\",\"breadcrumb\":{\"@id\":\"https:\\\/\\\/www.xvivogroup.com\\\/us\\\/pressreleases\\\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\\\/#breadcrumb\"},\"inLanguage\":\"en-US\",\"potentialAction\":[{\"@type\":\"ReadAction\",\"target\":[\"https:\\\/\\\/www.xvivogroup.com\\\/us\\\/pressreleases\\\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\\\/\"]}]},{\"@type\":\"BreadcrumbList\",\"@id\":\"https:\\\/\\\/www.xvivogroup.com\\\/us\\\/pressreleases\\\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\\\/#breadcrumb\",\"itemListElement\":[{\"@type\":\"ListItem\",\"position\":1,\"name\":\"Home\",\"item\":\"https:\\\/\\\/www.xvivogroup.com\\\/us\\\/\"},{\"@type\":\"ListItem\",\"position\":2,\"name\":\"Notice to attend the annual general meeting in XVIVO Perfusion AB (publ)\"}]},{\"@type\":\"WebSite\",\"@id\":\"https:\\\/\\\/www.xvivogroup.com\\\/us\\\/#website\",\"url\":\"https:\\\/\\\/www.xvivogroup.com\\\/us\\\/\",\"name\":\"United States\",\"description\":\"\",\"potentialAction\":[{\"@type\":\"SearchAction\",\"target\":{\"@type\":\"EntryPoint\",\"urlTemplate\":\"https:\\\/\\\/www.xvivogroup.com\\\/us\\\/?s={search_term_string}\"},\"query-input\":{\"@type\":\"PropertyValueSpecification\",\"valueRequired\":true,\"valueName\":\"search_term_string\"}}],\"inLanguage\":\"en-US\"}]}<\/script>\n<!-- \/ Yoast SEO plugin. -->","yoast_head_json":{"title":"Notice to attend the annual general meeting in XVIVO Perfusion AB (publ) - XVIVO","robots":{"index":"index","follow":"follow","max-snippet":"max-snippet:-1","max-image-preview":"max-image-preview:large","max-video-preview":"max-video-preview:-1"},"canonical":"https:\/\/www.xvivogroup.com\/us\/pressreleases\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/","og_locale":"en_US","og_type":"article","og_title":"Notice to attend the annual general meeting in XVIVO Perfusion AB (publ) - XVIVO","og_description":"XVIVO Perfusion AB (publ) (the \u201cCompany\u201d), reg. no. 556561-0424, with its registered office in M\u00f6lndal, gives notice of the Annual...","og_url":"https:\/\/www.xvivogroup.com\/us\/pressreleases\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/","og_site_name":"United States","twitter_card":"summary_large_image","twitter_misc":{"Est. reading time":"34 minutes"},"schema":{"@context":"https:\/\/schema.org","@graph":[{"@type":"WebPage","@id":"https:\/\/www.xvivogroup.com\/us\/pressreleases\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/","url":"https:\/\/www.xvivogroup.com\/us\/pressreleases\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/","name":"Notice to attend the annual general meeting in XVIVO Perfusion AB (publ) - XVIVO","isPartOf":{"@id":"https:\/\/www.xvivogroup.com\/us\/#website"},"datePublished":"2025-03-20T16:45:00+00:00","breadcrumb":{"@id":"https:\/\/www.xvivogroup.com\/us\/pressreleases\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/#breadcrumb"},"inLanguage":"en-US","potentialAction":[{"@type":"ReadAction","target":["https:\/\/www.xvivogroup.com\/us\/pressreleases\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/"]}]},{"@type":"BreadcrumbList","@id":"https:\/\/www.xvivogroup.com\/us\/pressreleases\/notice-to-attend-the-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/#breadcrumb","itemListElement":[{"@type":"ListItem","position":1,"name":"Home","item":"https:\/\/www.xvivogroup.com\/us\/"},{"@type":"ListItem","position":2,"name":"Notice to attend the annual general meeting in XVIVO Perfusion AB (publ)"}]},{"@type":"WebSite","@id":"https:\/\/www.xvivogroup.com\/us\/#website","url":"https:\/\/www.xvivogroup.com\/us\/","name":"United States","description":"","potentialAction":[{"@type":"SearchAction","target":{"@type":"EntryPoint","urlTemplate":"https:\/\/www.xvivogroup.com\/us\/?s={search_term_string}"},"query-input":{"@type":"PropertyValueSpecification","valueRequired":true,"valueName":"search_term_string"}}],"inLanguage":"en-US"}]}},"_links":{"self":[{"href":"https:\/\/www.xvivogroup.com\/us\/wp-json\/wp\/v2\/mfn_news\/14230","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.xvivogroup.com\/us\/wp-json\/wp\/v2\/mfn_news"}],"about":[{"href":"https:\/\/www.xvivogroup.com\/us\/wp-json\/wp\/v2\/types\/mfn_news"}],"wp:attachment":[{"href":"https:\/\/www.xvivogroup.com\/us\/wp-json\/wp\/v2\/media?parent=14230"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}