Vitrolife : Notice Annual General Meeting Vitrolife AB 2023

Notice to attend the Annual General Meeting of

VITROLIFE AB (publ)

The shareholders of Vitrolife AB (publ), corporate identity number 556354-3452 ('the Company') are hereby invited to attend the Annual General Meeting of shareholders on Thursday 27 April 2023 at 4.00 pm at the Elite Park Avenue Hotel, Kungsportsavenyn 36-38 in Gothenburg, Sweden. The entrance opens at 3.30 pm.

Four weeks before the Annual General Meeting, Vitrolife AB (publ) will publish the Annual and sustainability report 2022. In order to safeguard the environment, the annual reports will no longer be printed or distributed as paper copies. The report will be available to download on the, website www.vitrolifegroup.com where all financial reports and press releases are available. We appreciate your understanding in this regard. If you have any questions, please do not hesitate to contact us; phone: [phone] or, [e-mail].

Registration

Shareholders who wish to attend the Annual General Meeting (AGM) must:

be recorded in the share register prepared by Euroclear Sweden AB relating to the circumstances on Wednesday 19 April 2023; and

notify their attendance to the Company by Friday 21 April 2023. Notification of attendence should be completed either

• on the Company's website: www.vitrolifegroup.com,

- by post to Vitrolife AB (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or

• via telephone to [phone].

When notifying, shareholders must provide their full name and preferably personal or organisation number (or equivalent), address, telephone number, details of shareholding, information on any assistants and, where applicable, information on representative or proxy. For shareholders who are represented by a proxy, a proxy form signed and dated by the shareholder must be sent together with the notification. A proxy form is available at www.vitrolifegroup.com. A person representing a legal entity must present a certified copy of the registration certificate or equivalent authorization documents showing the authorized signatory.

Shareholders who have had their shares registered with a nominee through a bank or other nominee must temporarily register the shares in their own name in the share register kept by Euroclear Sweden AB in order to participate in the meeting. In order to be entitled to participate in the meeting, a shareholder who has had his shares registered with a nominee must, in addition to notifying the shareholder's attendence to the meeting, have the shares registered in the shareholder's own name so that the shareholder is included in the share register produced on Wednesday 19 April 2023. Such re-registration may be temporary (so-called voting rights registration) and is requested in advance from the nominee as per the nominee's routines. Voting rights that have been registered by the nominee no later than Friday, 21 April 2023 will be taken into account in preparing the share register.

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

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Agenda

1. Opening of the meeting.
2. Election of the chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes together with the chairman.
6. Consideration of whether the meeting has been duly convened.
7. Presentation by the CEO.
8. Presentation of
9. 1. the annual accounts and the audit report, as well as the consolidated annual accounts and the audit report for the Group,
   2. the auditor's statement regarding the Company's compliance with the guidelines for remuneration to the executive management in effect since the previous AGM.
10. Resolutions on
11. 1. the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet,
    2. the allocation of the Company's profit in accordance with the adopted balance sheet and a resolution on the record day for distribution, should the meeting resolve to distribute profit,
    3. the discharge from liability of the Board of Directors and the CEO.
12. Report from the Election Committee on its work.
13. Resolution on the number of Board members and auditors.
14. Resolution on remuneration to the Board members and auditor.
15. Election of Board members and the Chairman of the Board.
16. Resolution on the amendment of the Articles of Association.
17. Resolution on the Election Committee for the next AGM.
18. Resolution to authorize the Board to resolve to issue new shares.
19. Resolution to authorize the Board to resolve on acquisition of the Company's own shares.
20. Resolution on approval of the 2022 Remuneration Report.
21. Resolution on Long-Term Incentive Program 2023 (LTIP 2023).
22. Closing of the meeting.

2 - Chairman

The Election Committee proposes Patrik Tigerschiöld, chairman of the Election Committee, as chairman of the meeting.

9b - Distribution

The Board of Directors proposes a dividend of SEK 0.85 per share and Tuesday 2 May 2023 as the record day for the dividend, which means that the last day of trading for shares that carry dividend rights is Thursday 27 April 2023. The dividend is expected to be received by shareholders on Friday 5 May 2023.

11, 12 and 13 - Resolution on the number of Board members and auditors, remuneration to the Board members and auditor and election of Board members and Chairman of the Board

In accordance with the resolution made by the shareholders at the AGM of 2022, an Election Committee has been established. The Election Committee consists of Niels Jacobsen, appointed by William Demant Invest A/S, Patrik Tigerschiöld, appointed by Bure Equity AB, Erika Henriksson, appointed by EQT VIII and the Chairman of the Board

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

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of Directors, Jón Sigurdsson. Patrik Tigerschiöld has been appointed as Chairman of the Election Committee.

The Election Committee proposes that the Board shall consist of six members.

Remuneration to the Board members is proposed to be in total 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 each of the other members of these committees. The proposal means no increase in the Board fees compared to the previous year.

The Election Committee proposes re-election of the Board members Lars Holmqvist, Pia Marions, Henrik Blomquist, Karen Lykke Sørensen, Vesa Koskinen and Jón Sigurdsson. It is proposed that Henrik Blomquist is the Chairman of the Board.

Deloitte AB, with the authorized public accountant Harald Jagner as the lead auditor, was elected at the 2020 AGM as auditor for a mandate period of three years. Fees to the auditors will be paid during the mandate period in accordance with invoices approved by the Audit Committee. The Election Committee proposes re-election of the auditor for a mandate period of one year with unchanged remuneration principles.

14 - Resolution on amendment of the Articles of Association

The Board of Directors proposes to add two new sub-paragraphs to § 8 of the Articles of Association with the following wording:

"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. "

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.

15 - Resolution on the Election Committee for the next AGM

The Election Committee proposes that the AGM adopts a resolution that a new Election Committee be appointed for the 2024 AGM by the Chairman of the Board ─ no later than the end of the third quarter of 2023 ─ by contacting the three largest shareholders or groups of shareholders based on ownership statistics from Euroclear Sweden AB as of the last banking day in August before the AGM and ask them to appoint one member each to the Election Committee. If any of these three largest shareholders or groups of shareholders in terms of the number of votes refrains from appointing a member of the Election Committee, the next largest shareholder in terms of the number of shares held is to be contacted regarding appointment of a member of the Election Committee. The Chairman of the Board shall be part of the Election Committee. The term of office shall run until a new Election Committee has been elected.

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

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The composition of the Election Committee shall be published no later than six months before the AGM of the Company. If a member resigns the Election Committee before the tasks of the Election Committee have been completed, the shareholder that appointed the member shall have the right to appoint a new member.

The responsibility of the Election Committee regarding the 2024 AGM include submitting proposals on (i) a chairman of the Annual General Meeting, (ii) the number of members of the Board, (iii) remuneration to the members of the Board and other remuneration for committee work, (iv) election of and remuneration to the auditors, (v) election of members of the Board members and Chairman of the Board and (vi) the process for appointment of a new Election Committee and changes in the instruction for the Election Committee.

16 - Resolution to authorize the Board to resolve to issue new shares

The Board proposes that the AGM authorizes the Board, until the next AGM, on one or several occasions, to resolve to issue a maximum of 13,544,719 shares. The issue may deviate from the shareholders' preferential rights and may be carried out through a cash payment, a non-cash issue, through offsetting or in accordance with Chapter 2, section 5, items 1-3 and 5 of the Swedish Companies Act. The purpose of the authorization is to allow the Company to issue shares to enable payment of the purchase price in the event of an acquisition of a company or business and to be able to make private placements in order to acquire capital for the Company.

If the authorization is fully exercised, it will correspond to a dilution of just under 10 percent of the shares and votes in the Company.

In order for this resolution to be valid, it requires the approval of at least two thirds of both the votes cast as well as the shares represented at the meeting.

17 - Resolution to authorize the Board to resolve on acquisition of the Company's own shares

The Board proposes that the AGM authorizes the Board, until the next AGM, on one or several occasions, to resolve to acquire the Company's own shares provided that the Company at no time holds more than 10 percent of the total shares in the Company. Acquisitions shall be made through market orders via Nasdaq Stockholm. Acquisitions on the stock exchange may only be made at a price per share that is within the quoted price interval for shares at any given time. The shares shall be paid in cash.

In order for this resolution to be valid, it requires the approval of at least two thirds of both the votes cast as well as the shares represented at the meeting.

18 - Resolution on approval of Remuneration Report 2022

The Board proposes that the AGM resolves to approve the Board's report on remuneration pursuant to Chapter 8, Section 53 of the Swedish Companies Act.

19 - Resolution on Long Term Incentive Program 2023 (LTIP 2023), issue of warrants and transfer of shares and/or warrants

The Board of Directors of Vitrolife AB (publ) (the "Company") proposes that the Annual General Meeting passes a resolution on the implementation of a Long-Term Incentive Program 2023 (LTIP 2023). This proposal is divided into five items:

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

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1. Terms of LTIP 2023
2. Issue of warrants
3. Transfer of shares and/or warrants
4. If item C is not approved, the Board proposes that hedging of LTIP 2023 shall take place via an equity swap agreement with a third party
5. Other matters related to LTIP 2023

A. Terms of LTIP 2023

A.1 Introduction

The Board wishes to establish a long-term incentive program for certain key employees in order to encourage personal long-term ownership in the Company as well as to increase and enhance its ability to recruit, retain and motivate employees. The Board therefore proposes that the Annual General Meeting resolves to implement a long-term performance share program 2023 ("LTIP 2023"). The intention is also to use LTIP 2023 to unite the interest of the employees with the interests of shareholders.

Participants may, after a qualifying period, receive allotments of Vitrolife ordinary shares without consideration. Allotment of shares will depend on the fulfilment of a predetermined performance target. The term of LTIP 2023 is more than three years.

A.2 Basic features of LTIP 2023

The LTIP 2023 will be directed towards certain key employees in the Vitrolife Group. The participants are based in Sweden and other countries where the Vitrolife Group is active. Each participant may be entitled, after a certain qualification period (defined below), provided continued employment during the entire period (except from "Good Leavers"), and depending on the fulfilment of a predetermined performance target linked to Vitrolife's total share return (TSR), to receive allotment of Vitrolife shares ("Performance Shares"). The participants shall not pay any consideration for the allotted Performance Shares.

A.3 Participation in LTIP 2023

LTIP 2023 is directed towards a maximum of 25 employees, divided in two categories of participants as follows:

Categories	Maximum number of shares
1. CEO	50,000
2. Other members of the executive management
team/key employees (maximum 24 persons)	25,000 (per person)
Total number of shares	170,000

Any resolution on participation or implementation of LTIP 2023 shall be conditional on that it, in the Board's judgement, can be offered with reasonable administrative costs and financial effects.

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

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