Bulletin from Annual General Meeting in XVIVO Perfusion AB (publ) - Seite 2

Determination of principles for the appointment of the members of the Nomination Committee
The AGM resolved, in accordance with the Nomination Committee's proposal, that the principles for the appointment of the members of the Nomination Committee shall remain unchanged.

Approval of the Board's remuneration report
The AGM resolved, in accordance with the Board of Directors' proposal, to approve the Remuneration Report for the financial year 2023 that has been prepared by the Board of Directors.

Adoption of a long-term incentive programme
The AGM resolved, in accordance with the Board of Directors' 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 "SORP 2024"). The rationale behind the incentive programme is, among other things, to contribute to higher motivation and commitment among the employees and to retain employees.

Within the scope of the SORP 2024, 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 2024 up to and including 15 May 2027. The performance targets are based to 75 per cent on the average annual total shareholder return (TSR) between the interval 8 - 12 per cent during the vesting period and allocation will be made linearly regarding 75 per cent. Furthermore, the allocation of the remaining 25 per cent is based on an ESG-target set by the Company that contributes to societal benefit in the form of human lives saved through clinical use of machine perfusion on organs (lung, heart, liver and kidney). The ESG-target entails that 25 per cent of the performance shares are allocated if the volume growth for machine perfusion grows by at least 12 per cent per year, which means a volume growth during the vesting period of 40 per cent.

Upon exercise of all 80,000 rights and 25,136 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 2,687.145190 and a maximum dilution corresponding to approximately 0.33 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 105,136 warrants directed at XVIVO Perfusion.