Vitrolife : Item 14 Proposal on amendment of AoA 2023

Item 14: Proposal of the Board of Directors to the Annual General Meeting on 27 April 2023 of Vitrolife AB (publ) on amendment of the Articles of Association

In order to be able to utilise the alternatives that the Swedish Companies Act sets out to decide upon the use of postal voting and on the presence of third parties at General Meetings, the Board of Directors proposes to add two new sub-paragraphs to § 8 of the Articles of Association in accordance with the details given below.

Current wording	Proposed amended wording
8.	8.
Notice of a General Meeting of shareholders shall be	Notice of a General Meeting of shareholders shall
given to shareholders through an announcement in the	be given to shareholders through an
Swedish Official Gazette (Post- och Inrikes Tidningar)	announcement in the Swedish Official Gazette
and on the company's website. That notice has been	(Post- och Inrikes Tidningar) and on the
given shall be announced in Dagens Industri (a Swedish	company's website. That notice has been given
national daily newspaper).	shall be announced in Dagens Industri (a
Notice of the Annual General Meeting of shareholders	Swedish national daily newspaper).
and notice of an Extraordinary General Meeting where	Notice of the Annual General Meeting of
the question of changes in the Articles of Association	shareholders and notice of an Extraordinary
will be considered shall be given no more than six	General Meeting where the question of changes
weeks and no less than four weeks before the General	in the Articles of Association will be considered
Meeting. In other cases, notice of an Extraordinary	shall be given no more than six weeks and no less
General Meeting of shareholders shall be given no more	than four weeks before the General Meeting. In
than six weeks and no less than three weeks before the	other cases, notice of an Extraordinary General
General Meeting.	Meeting of shareholders shall be given no more
	than six weeks and no less than three weeks
To be able to participate in a General Meeting,	before the General Meeting.
shareholders shall give the company notice of their
intention to attend not later than 12 o'clock noon on the	To be able to participate in a General Meeting,
day stated in the notice convening the General Meeting.	shareholders shall give the company notice of
This day may not be a Sunday, any other public holiday,	their intention to attend not later than 12 o'clock
Saturday, Midsummer Eve, Christmas Eve or New	noon on the day stated in the notice convening
Year's Eve and may not be earlier than the fifth working	the General Meeting. This day may not be a
day before the General Meeting.	Sunday, any other public holiday, Saturday,
	Midsummer Eve, Christmas Eve or New Year's
	Eve and may not be earlier than the fifth working
	day before the General Meeting.
	The Board of Directors may decide that the
	shareholders shall be able to exercise their voting
	rights by post before a General Meeting in
	accordance with what is stated in Chapter 7,
	Section 4a of the Swedish Companies Act.
	The Board of Directors may decide that a person
	who is not a shareholder in the company shall,
	under the terms determined by the Board of
	Directors, have the right to attend or otherwise
	follow the proceedings at the General Meeting.

Majority requirement for resolution

A resolution to amend the Articles of Association requires approval by the shareholders with at least two thirds of both the votes cast and the shares represented at the General Meeting.

Gothenburg, Sweden March 2023

Vitrolife AB (publ)

The Board of Directors

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