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General Meetings

Annual General Meeting of Vitrolife AB (publ) - 2025

The Annual General Meeting of Vitrolife AB (publ) will be held on April 29, 2025, in Gothenburg, Sweden.

Shareholders who wish to have an item considered at the Annual General Meeting can submit a request to the Board to this effect. Such a request for an item to be considered is to be sent to Vitrolife AB (publ), Att: Chairman of the Board, Box 9080, 400 92 Gothenburg, and must have been received by the Board no later than seven weeks before the Annual General Meeting, or otherwise in such good time that the matter, where necessary, can be included in the notice to attend the Annual General Meeting.

Annual General Meeting of Vitrolife AB (publ) - 2024

At the Annual General Meeting of Vitrolife AB on 25 April 2024, the following, amongst other things, was decided:

  • Resolution in accordance with the Board's proposed dividend of SEK 1.00 per share for the financial year 2023. 29 April, 2024 was adopted as the record day.
  • Re-election of Board members Henrik Blomquist, Lars Holmqvist, Pia Marions, Jón Sigurdsson and Karen Lykke Sørensen, in accordance with the election committee's proposal. Jón Sigurdsson was elected Chairman of the Board.
  • Remuneration to the Board members is proposed to be in total SEK 3,300,000 of which SEK 1,200,000 to the Chairman of the Board, SEK 400,000 to each of the other members of the Board, SEK 150,000 to the Chairman of the Audit Committee and SEK 75,000 to each of the other members of the Audit Committee, SEK 100,000 to the Chairman of the Remuneration Committee and SEK 50,000 to each of the other members of the Remuneration Committee.
  • The Election Committee proposes re-election of the auditor Deloitte AB for a period of three years after annual decisions and with unchanged remuneration principles.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to resolve to issue a maximum of 13,544,719 shares in total, corresponding to just below 10 percent of the company's share capital.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to resolve on acquisition of the company's own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • Resolution to implement a share-based incentive program including issue of a maximum number of 480,000 warrants to a wholly owned subsidiary of Vitrolife AB and approval that the subsidiary may transfer shares and/or warrants and of hedging activities.

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Annual General Meeting of Vitrolife AB (publ) - 2023

At the Annual General Meeting of Vitrolife AB on 27 April 2023, the following, amongst other things, was decided:

  • Resolution in accordance with the Board's proposed dividend of SEK 0.85 per share for the financial year 2022. Tuesday 2 May, 2023 was adopted as the record day.
  • Re-election of Board members Henrik Blomquist, Lars Holmqvist, Vesa Koskinen, Pia Marions, Jón Sigurdsson and Karen Lykke Sørensen, in accordance with the election committee's proposal. Henrik Blomquist was elected Chairman of the Board.
  • Remuneration to the members of the Board shall be totaling SEK 3,600,000, of which SEK 1,200,000 to the Chairman of the Board, SEK 400,000 to each of the other members of the Board, SEK 100,000 to the Chairman of the Audit Committee, SEK 100,000 to the Chairman of the Remuneration Committee and SEK 50,000 to the other members of these committees.
  • The board's proposal for Amendment of the Articles of Association was approved. 
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to resolve to issue a maximum of 13,544,719 shares in total, corresponding to just below 10 percent of the company's share capital.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to resolve on acquisition of the company's own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • Resolution to implement a share-based incentive program including issue of a maximum number of 229,500 warrants to a wholly owned subsidiary of Vitrolife AB and approval that the subsidiary may transfer shares and/or warrants and of hedging activities.

 

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Annual General Meeting of Vitrolife AB (publ) - 2022

At Vitrolife’s Annual General Meeting on 27 April 2022, the following, amongst other things, was decided:

  • Resolution in accordance with the Board’s proposed dividend of SEK 0.80 per share for the financial year 2021. Friday April 29, 2022 was adopted as the record day.
  • Re-election of Board members Henrik Blomquist, Lars Holmqvist, Vesa Koskinen, Pia Marions, Jón Sigurdsson and Karen Lykke Sørensen, in accordance with the election committee’s proposal. Jón Sigurdsson was re-elected Chairman of the Board.
  • Remuneration to the members of the Board shall be totaling SEK 3,600,000, of which SEK 1,200,000 to the Chairman of the Board, SEK 400,000 to each of the other members of the Board, SEK 100,000 to the Chairman of the Audit Committee, SEK 100,000 to the Chairman of the Remuneration Committee and SEK 50,000 to the other members of these committees.
  • The board’s proposal for Amendment of the Articles of Association was withdrawn.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to resolve to issue a maximum of 13,544,719 shares in total, corresponding to just below 10 percent of the Company’s share capital.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to resolve on acquisition of the company’s own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • Resolution to implement a share-based incentive program including issue of a maximum number of 229,500 warrants to a wholly owned subsidiary of Vitrolife and approval that the subsidiary may transfer shares and/or warrants and of hedging activities.

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Annual General Meeting of Vitrolife AB (publ) - 2021

At Vitrolife’s Annual General Meeting on 28 April 2021, the following, amongst other things, was decided:

  • The Board’s proposed dividend of SEK 0.80 per share for the financial year 2020 was approved. Friday April 30, 2021 was adopted as the record day.
  • Re-election of Board members Henrik Blomquist, Lars Holmqvist, Pia Marions, Jón Sigurdsson and Karen Lykke Sorensen, in accordance with the election committee’s proposal. Jón Sigurdsson was re-elected Chairman of the Board.
  • Remuneration to the members of the Board shall be totaling SEK 2,165,000, of which SEK 825,000 to the Chairman of the Board, SEK 275,000 to each of the other members of the Board, SEK 60,000 to the Chairman of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee and SEK 30,000 to the other members of these committees.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 10,850,000 shares in total, corresponding to just below 10 percent of the company’s share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company’s own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved including the establishment of a share-based incentive program.

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Extra General Meeting of Vitrolife AB (publ) - 2021

At Vitrolife’s Extraordinary General Meeting today, the following, amongst other things, was decided:

  • Non-cash consideration issue in accordance with the board’s proposal with the purpose of financing the acquisition of Igenomix. Vesa Koskinen, partner at EQT, is elected new board member and the board is thus expanded with one member. The board remuneration is increased because of the additional member. The decision is conditional on the non-cash issue being carried out.
  • Vesa Koskinen, partner at EQT, is elected new board member and the board is thus expanded with one member. The board remuneration is increased because of the additional member. The decision is conditional on the non-cash issue being carried out.

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Annual General Meeting of Vitrolife AB (publ) - 2020

At Vitrolife’s Annual General Meeting on June 15, 2020, the following, amongst other things, was decided:

  • No dividend for the financial year 2019 will be paid in accordance with the proposal from the Board.
  • Re-election of Board members Henrik Blomquist, Lars Holmqvist, Pia Marions and Jón Sigurdsson and new election of Karen Lykke Sorensen, in accordance with the election committee’s proposal. Jón Sigurdsson was re-elected Chairman of the Board.
  • Re-election of Deloitte AB as the Company’s auditor for a mandate period of 3 years.
  • Remuneration to the members of the Board shall be totaling SEK 2,165,000, of which SEK 825,000 to the Chairman of the Board, SEK 275,000 to each of the other members of the Board, SEK 60,000 to the Chairman of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee and SEK 30,000 to the other members of these committees.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 10,850,000 shares in total, corresponding to just below 10 percent of the company’s share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company’s own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved including the establishment of a share-based incentive program.

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Annual General Meeting of Vitrolife AB (publ) - 2019

At Vitrolife’s Annual General Meeting on May 2, 2019, the following, amongst other things, was decided:

  • The Board’s proposed dividend of SEK 0.85 per share for the financial year 2018 was approved. Monday May 6, 2019 was adopted as the record day.
  • Re-election of Board members Barbro Fridén, Lars Holmqvist, Pia Marions and Jón Sigurdsson and new election of Henrik Blomquist, in accordance with the election committee’s proposal. Jón Sigurdsson was elected Chairman of the Board (new election).
  • Remuneration to the members of the Board shall be totalling SEK 2,165,000, of which SEK 825,000 to the Chairman of the Board, SEK 275,000 to each of the other members of the Board, SEK 60,000 to the Chairman of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee and SEK 30,000 to the other members of these committees.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 10,850,000 shares in total, corresponding to just below 10 percent of the company’s share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company’s own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

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Annual General Meeting of Vitrolife AB (publ) - 2018

At Vitrolife’s Annual General Meeting on April 26, the following, amongst other things, was decided:

  • The Board’s proposed dividend of SEK 3.70 per share for the financial year 2017 was approved. Monday April 30, 2018 was adopted as the record day.
  • Re-election of Board members Carsten Browall, Barbro Fridén, Pia Marions, Fredrik Mattsson, and Jón Sigurdsson and new election of Lars Holmqvist, in accordance with the election committee’s proposal. Carsten Browall was re-elected Chairman of the Board.
  • Remuneration to the members of the Board shall be totalling SEK 2,240,000, of which SEK 750,000 to the Chairman of the Board, SEK 250,000 to each of the other members of the Board, SEK 60,000 to the Chairman of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee and SEK 30,000 to the other members of these committees.
  • Increase of the number of shares (share split 5:1) and amendment of Articles of Association in accordance with the proposal of the Board.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 2,170,000 shares in total (10 850 000 shares after split), corresponding to just below 10 percent of the company’s share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company’s own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

Related files

Annual General Meeting of Vitrolife AB (publ) - 2017

At Vitrolife’s Annual General Meeting on April 27, the following, amongst other things, was decided:

  • The Board’s proposed dividend of SEK 2.60 per share for the financial year 2016 was approved. Tuesday May 2, 2017 was adopted as the record day.
  • Re-election of Board members Carsten Browall, Barbro Fridén, Tord Lendau, Pia Marions, Fredrik Mattsson and Jón Sigurdsson, in accordance with the election committee’s proposal. Carsten Browall was re-elected Chairman of the Board.
  • Re-election of Deloitte AB as the Company’s auditor for a mandate period of 3 years.
  • Remuneration to the members of the Board shall be totalling SEK 1,615,000, of which SEK 500,000 to the Chairman of the Board, SEK 175,000 to each of the other members of the Board, SEK 60,000 to the Chairman of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee and SEK 30,000 to the other members of these committees.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 2,170,000 shares in total, corresponding to just below 10 percent of the company’s share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company’s own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

Related files

Annual General Meeting of Vitrolife AB (publ) - 2016

At Vitrolife’s Annual General Meeting yesterday, April 28, the following, amongst other things, was decided:

  • The Board’s proposed dividend of SEK 2.40 per share for the financial year 2015 was approved. Monday May 2, 2016 was adopted as the record day.
  • Re-election of Board members Carsten Browall, Barbro Fridén, Tord Lendau, Pia Marions, Fredrik Mattsson and Jón Sigurdsson, in accordance with the election committee’s proposal. Carsten Browall was re-elected Chairman of the Board.
  • Remuneration to the members of the Board shall be totalling SEK 1,615,000, of which SEK 500,000 to the Chairman of the Board, SEK 175,000 to each of the other members of the Board, SEK 60,000 to the Chairman of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee and SEK 30,000 to the other members of these committees.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 2,170,000 shares in total, corresponding to just below 10 percent of the company’s share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company’s own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

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Annual General Meeting of Vitrolife AB (publ) - 2015

At Vitrolife’s Annual General Meeting yesterday, May 5, the following, amongst other things, was decided:

  • The Board’s proposed dividend of SEK 1.50 per share for the financial year 2014 was approved. Thursday May 7, 2015 was adopted as the record day.
  • Re-election of Board members Fredrik Mattsson, Tord Lendau, Barbro Fridén, Carsten Browall and Pia Marions and new election of Jón Sigurdsson, in accordance with the election committee’s proposal. Carsten Browall was re-elected Chairman of the Board.
  • Remuneration to the members of the Board shall be totalling SEK 1,440,000, of which SEK 450,000 to the Chairman of the Board, SEK 150,000 to each of the other members of the Board, SEK 60,000 to the Chairman of the Audit Committee, SEK 60,000 to the Chairman of the Remuneration Committee and SEK 30,000 to the other members of these committees.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 2,170,000 shares in total, corresponding to just below 10 percent of the company’s share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company’s own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

Related files

Annual General Meeting of Vitrolife AB (publ) - 2014

At Vitrolife's Annual General Meeting yesterday, May 5, the following, amongst other things, was decided:

  • The Board's proposed dividend of SEK 1.00 per share for the financial year 2013 was approved. Thursday May 8, 2014 was adopted as the record day.
  • Re-election of Board members Fredrik Mattsson, Tord Lendau, Maris Hartmanis, Barbro Fridén, Carsten Browall and Pia Marions, in accordance with the election committee's proposal. Carsten Browall was re-elected Chairman of the Board.
  • Remuneration to the members of the Board shall be totalling SEK 1,110,000, of which SEK 330,000 is allocated to the Chairman of the Board, SEK 150,000 to each of the other Board members and SEK 30,000 to the chairman in the Audit Committee.
  • Election of Deloitte AB, with authorized public accountant Jan Nilsson as head auditor, and authorized public accountant Fredrik Jonsson as auditors for a term of 3 years.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 1,980,000 shares in total, corresponding to just below 10 percent of the company's share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company's own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

May 6, 2014

Gothenburg, Sweden
VITROLIFE AB (publ)
The Board

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Annual General Meeting of Vitrolife AB (publ) - 2013

At Vitrolife's Annual General Meeting yesterday, April 29, the following, amongst other things, was decided:

  • The Board's proposed dividend of SEK 0.60 per share for the financial year 2012 was approved. Friday May 3, 2013 was adopted as the record day.
  • Re-election of Board members Fredrik Mattsson, Tord Lendau, Maris Hartmanis, Barbro Fridén and Carsten Browall and new election of Pia Marions, in accordance with the election committee's proposal. Carsten Browall was elected Chairman of the Board.
  • Remuneration to the members of the Board shall be totalling SEK 900,000, of which SEK 300,000 is allocated to the Chairman of the Board and SEK 120,000 to each of the other Board members.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 1,950,000 shares in total, corresponding to just below 10 percent of the company's share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company's own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

April 30, 2013

Gothenburg, Sweden
VITROLIFE AB (publ)
The Board

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Annual General Meeting of Vitrolife AB (publ) - 2012

At Vitrolife’s Annual General Meeting yesterday, April 19, the following, amongst other things, was decided:

  • The Board’s proposed dividend of SEK 0.60 per share for the financial year 2011 was approved. Tuesday April 24, 2012 was adopted as the record day.
  • Re-election of Board members Patrik Tigerschiöld, Fredrik Mattsson, Tord Lendau, Maris Hartmanis and Barbro Fridén and new election of Carsten Browall, in accordance with the election committee’s proposal. Patrik Tigerschiöld was re-elected Chairman of the Board.
  • Remuneration to the members of the Board shall be unchanged and totalling SEK 770,000, of which SEK 220,000 is allocated to the Chairman of the Board and SEK 110,000 to each of the other Board members.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 1,950,000 shares in total, corresponding to just below 10 percent of the company’s share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company’s own shares. The Company can at no time hold more than 10 percent of the total shares in the Company.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

April 20, 2012 Gothenburg, Sweden VITROLIFE AB (publ) The Board

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Extraordinary General Meeting of Vitrolife AB (publ) 2012

Report from the Extraordinary General Meeting of Vitrolife AB (publ) held on September 24, 2012

  1. The meeting adopted a resolution to distribute shares in the subsidiary Xvivo Perfusion AB to company shareholders, whereby one (1) existing share in Vitrolife AB entitles shareholders to distribution of one (1) share in Xvivo Perfusion AB. After the shareholders’ contribution of SEK 65,400,000 from Vitrolife AB, Xvivo Perfusion AB has a book value of SEK 65,518,757, which corresponds to a figure of approximately SEK 3.35 per share. After the shareholders’ contribution has been completed, SEK 113,799,910 remains of the unappropriated amount in accordance with chap.17 § 3, paragraph one of the Swedish Companies Act. The last day for trade in Vitrolife shares with entitlement to the distribution of shares in Xvivo is September 26. The record day is October 1, 2012.
  2. The meeting adopted a resolution regarding a private placement of EUR 1,352,315 in order to partly finance acquisition of Cryo Management Ltd. The Company Board, or the person on the Board appointed by the Board, is authorized, before the start of the subscription period, to make a decision regarding the highest amount that the Company’s share capital may be increased by, the highest number of shares that may be issued and what amount is to be paid for each new share. The new shares are to be issued at a subscription price per share corresponding to the average closing price for the Company’s shares during the fifteen trading days immediately subsequent to the Company’s shares being traded exclusive of entitlement to distribution of shares in the Company’s subsidiary Xvivo Perfusion AB, based on an average EUR/SEK exchange rate during the aforesaid fifteen trading days.

    Shares shall be subscribed for through subscription on the subscription list no earlier than October 25, 2012 and no later than October 26, 2012. The Board shall be entitled to extend the subscription period. Those entitled to subscribe are former shareholders of Cryo Management Ltd.

    The new shares entitle shareholders to dividend for the first time on the record day for dividend that falls immediately after the new share issue has been registered at the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.


September 24, 2012
Gothenburg, Sweden
VITROLIFE AB (publ)
The Board

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Annual General Meeting of Vitrolife AB (publ) - 2011

At Vitrolife's Annual General Meeting on April 27 the following, amongst other things, was decided:

  • The Board's proposed dividend of SEK 0.60 for the financial year 2010 was approved. May 2, 2011 was adopted as the record day.
  • Changes of the Articles of Association entailing, among other things, auditors mandate period to be three years, and notice of a General Meeting of shareholders shall be given to shareholders through an announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company's website. That notice has been given shall be announced in Dagens Industri.
  • Re-election of Board members Patrik Tigerschiöld, Fredrik Mattsson, Madeleine Olsson-Eriksson, Tord Lendau, Maris Hartmanis and Barbro Fridén, in accordance with the election committee's proposal. Patrik Tigerschiöld was re-elected Chairman of the Board.
  • Re-election of Öhrlings PricewaterhouseCoopers, with the authorized accountant Birgitta Granquist as head auditor, as auditor for a period of three years.
  • An increase of the remuneration to the members of the Board totalling SEK 770,000 (700,000), of which SEK 220,000 (200,000) is allocated to the Chairman of the Board and SEK 110,000 (100,000) to each of the other Board members. Fees to the auditor shall be paid in accordance with reasonable invoicing.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 1,950,000 shares in total, corresponding to approximately 10 percent of the company's share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition and transfer of the company's own shares, at the most 10 percent of the company's shares.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

Related files

Annual General Meeting of Vitrolife AB (publ) - 2010

At Vitrolife's Annual General Meeting yesterday, April 26, the following, amongst other things, was decided:

  • The Board's proposed dividend of SEK 0.50 for the financial year 2009 was approved. April 29, 2010 was adopted as the record day.
  • Re-election of Board members Patrik Tigerschiöld, Fredrik Mattsson, Madeleine Olsson-Eriksson, Tord Lendau, Maris Hartmanis and election of Barbro Fridén, in accordance with the election committee's proposal.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 1,950,000 shares in total, corresponding to approximately 10 percent of the company's share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition and transfer of the company's own shares, at the most 10 percent of the company's shares.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

At the Board meeting following election which was held after the Annual General Meeting, Patrik Tigerschiöld was elected Chairman of the Board.

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Annual General Meeting of Vitrolife AB (publ) - 2009

At Vitrolife's Annual General Meeting, April 27, the following, amongst other things, was decided:

  • The Board's proposed dividend of SEK 0.40 for the financial year 2008 was approved. April 30, 2009 was adopted as the record day.
  • Re-election of Board members Patrik Tigerschiöld, Fredrik Mattsson, Madeleine Olsson-Eriksson, Semmy Rülf, Tord Lendau and Maris Hartmanis, in accordance with the election committee's proposal.
  • In accordance with the proposal of the Board, to reduce the share capital by SEK 247,300 through the cancellation of 247,300 bought back shares and to increase the share capital by SEK 391,057.14 through a transfer from non-restricted equity to the share capital (bonus issue).
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 1,950,000 shares in total, corresponding to approximately 9.8 percent of the company's share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition and transfer of the company's own shares, at the most 10 percent of the company's shares. At the Board meeting following election, the board decided to use this authorization.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

At the Board meeting following election which was held after the Annual General Meeting, Patrik Tigerschiöld was elected Chairman of the Board.

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Extraordinary General Meeting of Vitrolife AB (publ) - 2009

Resolution adopted by the extraordinary general meeting of Vitrolife

  • For purposes of Vitrolife's offer to the shareholders of MediCult, the general meeting on 19 February 2009 resolved, in accordance with the board's proposal, to authorise the board to issue new shares, to be paid for in kind, on one or several occasions up to the next annual general meeting.

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Annual General Meeting of Vitrolife AB (publ) - 2008

At Vitrolife's Annual General Meeting on April 29, 2008 the following, amongst other things, was decided:

  • No dividend will be paid for the financial year 2007.
  • Re-election of Board members Patrik Tigerschiöld, Fredrik Mattsson, Madeleine Olsson-Eriksson and Semmy Rülf and new election of Tord Lendau and Maris Hartmanis, in accordance with the election committee's proposal.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 1,950,000 shares in total, corresponding to approximately 9.8 percent of the company's share capital.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition and transfer of the company's own shares, at the most 10 percent of the company's shares.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.
  • The Board's proposal for a resolution concerning warrants to subscribe for new shares was approved. The warrants, maximum 400,000, are to be offered to employees of the Vitrolife Group.

At the Board meeting following election which was held after the Annual General Meeting, Patrik Tigerschiöld was elected Chairman of the Board.

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Annual General Meeting of Vitrolife AB (publ) - 2007

At Vitrolife's Annual General Meeting on May 3, 2007 the following, amongst other things, was decided:

  • No dividend will be paid for the financial year 2006.
  • Re-election of Board members Patrik Tigerschiöld, Madeleine Olsson-Eriksson and Semmy Rülf and new election of Fredrik Mattsson, in accordance with the election committee's proposal.
  • Öhrlings PricewaterhouseCoopers was elected as the new auditor, with the authorized public accountant Birgitta Granquist with the main responsibility, for a mandate period of four years.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 1,900,000 shares in total, corresponding to approximately 9.6 percent of the company's share capital. The issue may deviate from the shareholders' pre-emptive rights through a non-cash issue, through offsetting or may otherwise be subscribed for in accordance with chapter 13 § 5, paragraph one, 6, of the Companies Act. The reason for the possible deviation from the shareholders' pre-emptive rights is to prepare the ground for a possible company acquisition.
  • The Board was authorized to take a decision, up until the next Annual General Meeting and on one or more occasions, with regard to the acquisition of the company's own shares.
  • The proposed principles for remuneration and other conditions of employment for the senior management were approved.

At the Board meeting following election which was held after the Annual General Meeting, Patrik Tigerschiöld was elected Chairman of the Board.

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Annual General Meeting of Vitrolife AB (publ) - 2006

At Vitrolife's Annual General Meeting on May 4, 2006 the following was among the decided:

  • No dividend will be paid for the financial year 2005.
  • Re-election of Board members Patrik Tigerschiöld, Per Båtelson and Madeleine Olsson-Eriksson and new election of Semmy Rülf, in accordance with the election committee's proposal.
  • Decision regarding changes in the Articles of Association due to the fact that a new Companies Act (2005:551) came into force on January 1, 2006 as well as changes of an editorial nature. The adopted changes were in accordance with the Board's proposal.
  • Authorization for the Board, for the time up until the next Annual General Meeting and on one or more occasions, to take a decision on the issue of a maximum of 2,100,000 shares in total, corresponding to approximately 9.6 percent of the company's share capital. The issue may deviate from the shareholders' pre-emptive rights through a non-cash issue, through offsetting or may otherwise be subscribed for in accordance with chapter 13 § 5, paragraph one, 6, of the Companies Act. The reason for the possible deviation from the shareholders' pre-emptive rights is to prepare the ground for a possible company acquisition.
  • Lars Hamberger was appointed honorary chairman for a period of two years.

At the Board meeting following election which was held after the Annual General Meeting, Patrik Tigerschiöld was elected Chairman of the Board.

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Extraordinary General Meeting of Vitrolife AB (publ) - 2005

At Vitrolife's Extraordinary General Meeting August 24, 2005, the following was decided, after proposal from Vitrolife's largest shareholder Skanditek Industriförvaltning AB, with 28.5 percent of the votes and capital in the company:

* Option program for employees in the Vitrolife Group
The company shall raise a debenture loan with a nominal value of SEK 10,000 through the issue of subordinated debentures with a nominal value of SEK 10,000 with a total of 490,000 separable warrants to subscribe for new shares, where each warrant gives the right to subscribe for one new share (each with a nominal value of SEK 1.0) in the company. The subordinated debentures shall accrue interest at 4.0 percent per annum as from August 25, 2005 up until September 29, 2005, when the subordinated debentures mature, and are to be issued for an amount of SEK 740,000, of which SEK 730,000 is attributable to the warrants. The latter amount corresponds to the market value of the warrants, as calculated by an external evaluator in accordance with the accepted method of calculation (Black and Scholes).
Subscription for shares in accordance with the conditions for the warrants may take place during the period as from September 3, 2007 up until September 3, 2008. The subscription price amounts to SEK 30.90 (130 percent of the share's average, volume weighed, price paid during the period August 15 to August 19, 2005).

If the maximum number of issuable warrants is exercised the company's share capital can increase by SEK 490,000, corresponding to approximately 2.6 percent of the total share capital and number of votes after full dilution.

The issue of the subordinated debentures with separable warrants to subscribe for new shares shall, thereby departing from the shareholders' preemptive rights, be directed at the wholly-owned subsidiary Vitrolife Sweden AB (the Subsidiary) with the right and obligation for the Subsidiary, in accordance with the guidelines included in the proposal, to offer employees of the Vitrolife Group the opportunity to acquire the separable warrants to subscribe for new shares ("the warrants") in line with market conditions. When calculating the price of the warrants Black and Scholes' formula for European call options shall be used, incorporating the values for discounting, the time until expiration, the volatility, the subscription price and the share price. The share price shall be calculated as the average, volume weighed, price paid for the share during the period August 22 to August 26, 2005. The valuation is to be carried out by an external evaluator.

Allocation is in accordance with subscription up to maximum levels in 3 employee categories, as specified below.

Category 1: management team of 8 people, a maximum of 50,000 warrants each.
Category 2: middle management/specialists of 10-15 people, a maximum of 20,000 warrants each.
Category 3: other permanent employees, approximately 40 people, a maximum of 5,000 warrants each.

The warrants will be allocated to people that have their fiscal domicile in Sweden. In the event of over-subscription, the warrants shall be distributed proportionately, according to the number subscribed for. Any warrants that are not acquired in accordance with the offer shall be retained by the Subsidiary, to be sold at a later date to new employees within the Vitrolife Group, or to people who are promoted to another category level, in accordance with the above categories. Such future selling of warrants shall be in line with market conditions, in accordance with the method of calculation referred to above.

The reason for the departure from shareholders' preemptive rights is that Skanditek considers that Vitrolife should promote its and its shareholders' long-term interests by encouraging the company's employees to have a holding in the company.

* Option program for Board members of Vitrolife AB (publ)
The company shall raise a debenture loan with a nominal value of SEK 10,000 through the issue of subordinated debentures with a nominal value of SEK 10,000 with a total of 60,000 separable warrants to subscribe for new shares, where each warrant gives the right to subscribe for one new share (each with a nominal value of SEK 1.0) in the company. The subordinated debentures shall accrue interest at 4.0 percent per annum as from August 25, 2005 up until September 29, 2005, when the subordinated debentures mature, and are to be issued for an amount of SEK 100,000, of which SEK 90,000 is attributable to the warrants. The latter amount corresponds to the market value of the warrants, as calculated by an external evaluator in accordance with the accepted method of calculation (Black and Scholes).
Subscription for shares in accordance with the conditions for the warrants may take place during the period as from September 3, 2007 up until September 3, 2008. The subscription price amounts to SEK 30.90 (130 percent of the share's average, volume weighed, price paid during the period August 15 to August 19, 2005).

If the maximum number of issuable warrants is exercised the company's share capital can increase by SEK 60,000, corresponding to approximately 0.3 percent of the total share capital and number of votes after full dilution.

The issue of the subordinated debentures with separable warrants to subscribe for new shares shall, thereby departing from the shareholders' preemptive rights, be directed at the wholly-owned subsidiary Vitrolife Sweden AB (the Subsidiary) with the right and obligation for the Subsidiary to offer members of the Board of Vitrolife AB (publ) the opportunity to acquire the separable warrants to subscribe for new shares ("the warrants") in line with market conditions. When calculating the price of the warrants Black and Scholes' formula for European call options shall be used, incorporating the values for discounting, the time until expiration, the volatility, the subscription price and the share price. The share price shall be calculated as the average, volume weighed, price paid for the share during the period August 22 to August 26, 2005. The valuation is to be carried out by an external evaluator.

The meeting also approved allocation to the members of the Board as subscribed for, but no more than 20,000 warrants each. The Chairman of the Board, Patrik Tigerschiöld, also CEO of Skanditek, will not be allocated any warrants. Any warrants that are not acquired in accordance with the offer shall be retained by the Subsidiary, to be sold at a later date to any new members of the Board of Vitrolife AB (publ), but no more than 20,000 warrants each. Such future selling of warrants shall be in line with market conditions, in accordance with the method of calculation referred to above.

The reason for the departure from shareholders' preemptive rights is that Skanditek considers that Vitrolife should promote its and its shareholders' long-term interests by encouraging the company's Board members to have a holding in the company. As Vitrolife has a small Board, the workload per person is also greater. This has not been remunerated through high Board fees.

Other
Both decisions were covered by the Act (1987:464) concerning certain directed share issues in stock market companies etc. If the maximum number of issuable warrants is exercised the company's share capital can increase by SEK 550,000, corresponding to approximately 2.9 percent of the total share capital and number of votes after full dilution. The total number of outstanding warrants in the company in the event of full subscription in accordance with the above would correspond to approximately 3.1 percent of the total share capital and number of votes after full dilution.

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Corporate governance

Vitrolife AB is a publicly traded Swedish company listed on NASDAQ Stockholm. The company's corporate governance policies comply with Swedish laws and regulations.

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