Vitrolife : Item 9b Proposal for dividend 2023

The Board's proposal to the Annual General Meeting of Vitrolife AB (publ) to be held on April 27, 2023 concerning the allocation of the Company's profit and a reasoned statement in this regard (agenda item 9 b)

(SEK)

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The Board and CEO of Vitrolife AB (publ) propose that

the earnings at the disposal of the Annual General Meeting	14,568,144,768
be appropriated as follows:
A dividend of SEK 0.85 per share
be paid to the shareholders	115,130,112
To be carried forward	14,453,014,656

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Total

14,568,144,768

The Board proposes a dividend of SEK 0.85 per share and Tuesday May 2, 2023, as the record day, which means that the last day for trading of shares including dividend is Thursday April 27, 2023. It is expected that dividend will reach shareholders by Friday May 5, 2023.

At the time when the Board submitted its proposal, the total number of shares in the Company amounted to 135,447,190, all shares being of the same class. No dividend is paid for the parent company's holdings of own shares, the exact number of which is determined on the record date for the cash dividend. The Parent Company's holding of own shares as of December 31, 2022, amounted to 52,568. The total proposed dividend of SEK 115,130,112 may be changed if the Company repurchases Company shares before the record day for dividend.

Reasoned statement

The Board has proposed that the 2023 Annual General Meeting adopt a resolution on the appropriation of earnings, whereby a dividend of SEK 0.85 per share is paid to shareholders. Dividend thus amounts to a total of SEK 115,130,112. The proposal is within the framework of the dividend policy adopted by the Company, whereby the Board and the CEO shall each year propose to the Annual General Meeting a dividend or some other corresponding form of distribution that on average over time corresponds to 30 percent of net earnings for the year after payment of tax. The Company's net debt shall not normally exceed 3 times EBITDA.

The Board finds that there is full coverage for the Company's restricted equity after the proposed dividend.

This is a translation of the Swedish version. When in doubt, the Swedish wording prevails.

1 (3)

The Board also finds that the proposed dividend to the shareholders is justifiable taking into account the factors stated in chapter 17 section 3, paragraphs two and three of the Swedish Companies Act (nature, scope and risks of the business and need for consolidation, as well as liquidity and general financial position). The Board thus wishes to state the following:

Nature, scope and risks of the business

In the assessment of the Board, the Company's and the Group's equity will be sufficiently large after the proposed dividend in relation to the nature, scope and risks of the business. In this connection, the Board has taken into consideration the Company's and the Group's historical development and forecasted development as well as the broader financial situation.

Need for consolidation

The Board has made an all-round assessment of the Company's and the Group's position and the Company's and the Group's ability to meet its commitments in the short and long term. The proposed dividend equals 0.8 percent of the Company's equity and 0.7 percent of the Group's equity.

After payment of dividend, the Company's and the Group's equity/assets ratio is

85.4 percent and 81.3 percent, respectively. The Company's and the Group's equity/ assets ratio is therefore good in relation to that otherwise found in the field in which the Group operates. The Board considers that the Company and the Group will be able to take future business risks and also withstand any losses. The dividend will not have a negative impact on the Company's and the Group's ability to make further business investments in accordance with the Board's plans.

Liquidity

The liquidity of the company and the Group is good and is assessed to be maintained at a satisfactory level in the time ahead. In the opinion of the Board, the proposed dividend will not impact the Company's or the Group's ability to meet its payment obligations in the short or long term.

This is a translation of the Swedish version. When in doubt, the Swedish wording prevails.

2 (3)

General position

In addition to what is stated above, the Board has considered other known circumstances that may be of significance for the Company's and the Group's financial position. Nothing has come to light that makes the proposed dividend appear unjustifiable.

March 22, 2023

Gothenburg

Vitrolife AB (publ)

Jón Sigurdsson	Henrik Blomquist	Lars Holmqvist
Chairman of the Board	Member of the Board	Member of the Board

Pia Marions	Karen Lykke Sørensen	Vesa Koskinen
Member of the Board	Member of the Board	Member of the Board

Thomas Axelsson

CEO

This is a translation of the Swedish version. When in doubt, the Swedish wording prevails.

3 (3)