{"id":15449,"date":"2025-04-25T12:25:00","date_gmt":"2025-04-25T12:25:00","guid":{"rendered":"https:\/\/www.xvivogroup.com\/us\/mfn_news\/bulletin-from-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/"},"modified":"2025-04-25T12:25:00","modified_gmt":"2025-04-25T12:25:00","slug":"bulletin-from-annual-general-meeting-in-xvivo-perfusion-ab-publ-5","status":"publish","type":"mfn_news","link":"https:\/\/www.xvivogroup.com\/us\/pressreleases\/bulletin-from-annual-general-meeting-in-xvivo-perfusion-ab-publ-5\/","title":{"rendered":"Bulletin from Annual General Meeting in XVIVO Perfusion AB (publ)"},"content":{"rendered":"
\n

The following resolutions were passed at the Annual General Meeting (the \u201cAGM<\/strong>\u201d) of XVIVO Perfusion AB (publ) (\u201cXVIVO Perfusion<\/strong>\u201d or the \u201cCompany<\/strong>\u201d) held today on 25 April 2025 in Gothenburg, Sweden.<\/p>\n

Adoption of Income Statement and Balance Sheet for the Financial Year 2024 and Discharge from Liability<\/strong>
The AGM resolved to adopt the income statement and the consolidated income statement for the financial year 2024 as well as the balance sheet and the consolidated balance sheet as of 31\u00a0December\u00a02024, 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 2024.<\/p>\n

Allocation of Profits<\/strong>
The AGM resolved, in accordance with the Board of Directors\u2019 proposal, that no dividend will be paid for 2024 and that the profits available to the AGM shall be carried forward.<\/p>\n

Election of Board Members, Auditors, Fees to the Board of Directors and Auditors<\/strong>
The AGM resolved, in accordance with the Nomination Committee\u2019s proposal, that the number of members of the Board of Directors shall be seven without deputies and that the number of auditors shall be one registered accounting firm.<\/p>\n

In accordance with the Nomination Committee\u2019s proposal, G\u00f6sta Johannesson, Camilla \u00d6berg, Lena\u00a0H\u00f6glund, Lars Henriksson, G\u00f6ran Dellgren and Erik Str\u00f6mqvist were re-elected as members of the Board of Directors and Paul Marcun was elected as new Board member. All elections for the period until the end of the next Annual General Meeting. G\u00f6sta Johannesson was re-elected as the Chairman of the Board of Directors.<\/p>\n

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.<\/p>\n

The AGM further resolved to, in accordance with the Nomination Committee\u2019s proposal, that fees to members of the Board shall be paid with SEK 575,000 to the Chairman of the Board, SEK 275,000 to each of the other members of the Board, SEK 120,000 to the Chairman of the Audit Committee, SEK 60,000 to each of the other members of this committee, SEK 90,000 to the Chairman of the Remuneration Committee, and SEK 50,000 to each of the other members of these Committees.<\/p>\n

The AGM further resolved, in accordance with the Nomination Committee\u2019s proposal, that the remuneration to the auditor shall be paid in accordance with approved statement of costs.<\/p>\n

Determination of principles for the appointment of the members of the Nomination Committee<\/strong>
The AGM resolved, in accordance with the Nomination Committee\u2019s proposal, that the principles for the appointment of the members of the Nomination Committee shall remain unchanged.<\/p>\n

Approval of the Board\u2019s remuneration report<\/strong>
The AGM resolved, in accordance with the Board of Directors\u2019 proposal, to approve the Remuneration Report for the financial year 2024 that has been prepared by the Board of Directors.<\/p>\n

Guidelines for Remuneration to the Executive Management<\/strong>
The AGM resolved, in accordance with the proposal from the board of directors, on guidelines for remuneration to the executive management. The guidelines do not involve any significant changes compared to the Company\u2019s previous remuneration guidelines.<\/p>\n

Adoption of a bonus issue<\/strong>
The AGM resolved, in accordance with the Board of Directors\u2019 proposal, on a bonus issue, meaning that the Company's share capital will increase by SEK 13,899.007424, from SEK 805,087.212576 to SEK 818,986.22, by transferring SEK 13,899.007424 from unrestricted equity according to the most recently adopted balance sheet in order to adjust the Company's nominal value to SEK 0.026.<\/p>\n

Withdrawn proposals to amend the Articles of Association and share split<\/strong>
At the AGM, the Board of Directors chose to withdraw the proposals to amend the Articles of Association and carry out a share split that, both of which were included in the convening notice to the AGM, thus no resolutions were made on the proposals.<\/p>\n

Adoption of a long-term incentive programme<\/strong>
The AGM resolved, in accordance with the Board of Directors\u2019 proposal, to adopt a long-term incentive programme in the form of performance-based share option rights directed at the group management and key individuals of the XVIVO group (the \u201cSORP 2025<\/strong>\u201d). The rationale behind the incentive programme is, among other things, to contribute to higher motivation and commitment among the employees and to retain employees.<\/p>\n

Within the scope of the SORP 2025, the Board of Directors will grant participants rights free of charge entailing the right to, provided that the performance targets and certain criteria are fulfilled, receive performance shares. Vesting of rights occurs during the period from 15 May 2025 up to and including 15 May 2028.<\/p>\n

Upon exercise of all 120,000 rights and 37,704 shares for hedging of social security costs, the incentive programme will result in the share capital being able to increase by a maximum of SEK\u00a04,100.304 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. In order to enable the incentive programme, the AGM also resolved on an issue of not more than 157,704\u00a0warrants directed to XVIVO Perfusion.<\/p>\n

Authorisation for the Board of Directors to resolve on new share issues<\/strong>
The AGM resolved, in accordance with the Board of Directors\u2019 proposal, to authorise the Board of Directors to, 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, 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.<\/p>\n

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.<\/p>\n

Authorisation for the Board of Directors to resolve on acquisition of own shares<\/strong>
The AGM further resolved, in accordance with the Board of Directors\u2019 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\u2019s own shares. Shares may be acquired to the extent that the Company\u2019s holding of its own shares does not exceed ten 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.<\/p>\n

The purpose of the 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<\/div>\n

\n

For further information, please contact:<\/strong><\/p>\n

\n

Christoffer Rosenblad, CEO, +46 73 519 21 59, e-mail: christoffer.rosenblad@xvivogroup.com
Kristoffer\u00a0Nordstr\u00f6m, CFO, +46 73 519 21 64, e-mail:\u00a0kristoffer.nordstrom@xvivogroup.com<\/p>\n<\/div>\n

\n

About Us<\/strong><\/p>\n

\n

Founded in 1998, XVIVO is the only medical technology company dedicated to extending the life of all major organs – 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

\n

Attachments<\/strong><\/p>\n

\n

Bulletin from Annual General Meeting in XVIVO Perfusion AB (publ)<\/a><\/p>\n<\/div>\n","protected":false},"excerpt":{"rendered":"

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