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