AGM Information • Mar 25, 2025
AGM Information
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The shareholders of Vitrolife AB (publ), corporate identity number 556354-3452 ('the Company') are hereby invited to attend the Annual General Meeting on Tuesday 29 April 2025 at 4.00 pm at the Elite Park Avenue Hotel, Kungsportsavenyn 36-38 in Gothenburg, Sweden. The entrance opens at 3.30 PM.
At the latest three weeks before the Annual General Meeting, Vitrolife AB (publ) will publish the Annual and sustainability report 2024. The documentation will not be distributed as paper copies. The documentation will be available to download on the website www.vitrolifegroup.com. If you have any questions, please contact us; phone: +46 31 721 80 00 or, [email protected].
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 17 April 2025; and
notify their attendance to the Company by 23 April 2025. Notification of attendance should be completed either
When giving notice to attend, 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 any representative or proxy holder. 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.
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 attendance 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 17 April 2025. Such reregistration 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, 23 April 2025 will be taken into account in preparing the share register.
A special form must be used for postal voting. The form is available on the company's website www.vitrolifegroup.com. In the case of postal voting only, no separate notification is required for the AGM. In order to be considered the form must be received by Euroclear no later than 23 April 2025. The form may be sent by post to Vitrolife AB, "AGM 2025", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by
e-mail to [email protected]. Shareholders may also cast their votes electronically through verification with BankID via https://anmalan.vpc.se/EuroclearProxy/. Shareholders may not assign special instructions or conditions to the postal vote. If so, the vote (i.e. the postal voting in its entirety) is invalid. Further instructions and conditions are provided in the postal voting form.
If a shareholder has voted by post and thereafter participates in the meeting venue (in person or by proxy) the postal vote is still valid to the extent the shareholder does not participate in a voting procedure at the AGM or otherwise withdraws the postal vote. If the shareholder chooses to participate in a voting at the AGM, the vote cast will replace the previously submitted postal vote with regard to the relevant item in the agenda.
The Election Committee proposes Patrik Tigerschiöld, chairman of the Election Committee, as chairman of the meeting.
The Board of Directors proposes a dividend of SEK 1.10 per share and 2 May 2025 as the record day for the dividend, which means that the last day of trading for shares that carry dividend rights is 29 April 2025. The dividend is expected to be received by shareholders on 7 May 2025.
In accordance with the resolution made at the AGM of 2024, 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, Patricia Hedelius, AMF Fonder & Pension, and the Chairman of the Board 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 five members.
The Election Committee proposes re-election of the Board members Lars Holmqvist, Pia Marions, Henrik Blomquist, Karen Lykke Sørensen and Jón Sigurdsson. It is proposed that Jón Sigurdsson is the Chairman of the Board.
Remuneration to the Board members is proposed to be in total SEK 3 670 000 (3 300 000) of which SEK 1 350 000 (1 200 000) to the Chairman of the Board, SEK 450 000 (400 000) to each of the other members of the Board, SEK 160 000 (150 000) to the Chairman of the Audit Committee and SEK 80 000 (75 000) to each of the other members of the Audit Committee. No changes in the remuneration of the members of the Remuneration Committee. The proposal means an increase corresponding to 11.2% in total.
Deloitte AB, with the authorized public accountant Harald Jagner, was elected at the AGM 2024 as auditors for a period of three years, with annual elections at the AGM.
The Election committee proposes to re-elect Deloitte AB as auditor with unchanged remuneration principles. It was noted that Deloitte AB had informed that the authorized public accountant Anneli Pihl will be appointed as the lead auditor.
The Election Committee proposes that the AGM adopts a resolution that a new Election Committee be appointed for the 2026 AGM by the Chairman of the Board ─ no later than the end of the third quarter of 2025 ─ by contacting the three largest shareholders or groups of shareholders based on ownership statistics from Euroclear Sweden AB, and other reliable information that has been served to the company 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.
The composition of the Election Committee shall be published no later than six months before the AGM of the Company. If a member resigns from 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 2026 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.
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. An 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 directed issues 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.
The Board proposes that the AGM authorizes the Board, until the next AGM, on one or several occasions, to resolve to acquire 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 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.
The Board proposes that the AGM resolves to approve the Board's report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
The Board of Directors of Vitrolife AB (publ) proposes that the 2025 Annual General Meeting resolves on the following guidelines for remuneration to members of the Executive Management Team.
These guidelines cover the individuals who, during the validity period of the guidelines, are included in the Executive Management Team of Vitrolife AB (publ) (Vitrolife Group or Company), below referred to as "Executive Management Team".
The guidelines shall apply for remuneration agreed and amendments in any remunerations already agreed, as of the adoption of the guidelines by the 2025 Annual General Meeting. The guidelines are not applicable on any remuneration resolved by the General Meeting, such as remuneration to Board members or variable long-term share-related incentives.
Based on science and advanced research capabilities, Vitrolife Group aim is to deliver products and services for the entire reproductive-health journey, providing consistent performance and guaranteed quality. Vitrolife Group shall be the leading global partner in reproductive health, striving for a better treatment outcome for patients and by that enable people to fulfil the dream of having a healthy baby.
The Company's vision, strategy and goals are described in more detail on the Company's website www.vitrolifegroup.com.
A prerequisite for successful implementation of the Vitrolife Group's business strategy and safeguarding the Company's long-term interests is that the company is able to recruit and retain qualified and competent personnel.
The main principle is that remuneration and other employment conditions for members of the Executive Management Team is to attract, develop and retain talent by recognizing the position, rewarding performance and signaling who we are as a company.
These guidelines promote the Company's business strategy, long-term interests and sustainability and contribute to the company's ability to, on a long-term basis, retain qualified and competent personnel.
Vitrolife Group's strategy, values and shareholder value creation should guide all remuneration. This means that:
All remuneration decisions should be considered in the context of total remuneration. Decisions on total remuneration levels should differentiate according to the member of the Executive Management Team position, competence, skills and performance.
Executive Management remuneration shall in aggregate be competitive taking the size of the job into consideration in a defined market or multiple references where it improved the quality of the analysis. The Company look to follow local and regional market practice, consisting of an appropriate mix of fixed remuneration, variable remuneration, pension and benefits which make up the total remuneration for members of the Executive Management Team.
The determined total remuneration opportunity for a member of the Executive Management Team, including base salary, should in general take into account the following, but neither should lead to any automatic change:
Fixed remuneration, meaning predictable pay that is set for the foreseeable future, such as base salary and allowances, shall be based on the Executive Management position, competence, skills and performance. Fixed remuneration shall be assed taking the local and regional market practice into consideration.
The allocation between base salary and variable remuneration shall be in proportion with the area of responsibility and authority of the member of the Executive Management Team and based on local and regional market practice. The variable remuneration shall always be pre-limited to a maximum amount and related to predetermined and measurable criteria, designed to contribute to the business strategy and long-term added value of the Vitrolife Group.
Short-term incentives reward the member of the Executive Management Team for performance measured over one year according to financial and non-financial performance measures that the participants can impact and that have a clear link to the creation of shareholder value through enable people to fulfil the dream of having a healthy baby.
The variable remuneration shall be based on objectives set by the Board of Directors. These objectives are generally linked to organic growth, profitability, sustainability, and individual performance but may vary year over year based on assessments to best support the execution of the company's strategy. All members of the Executive Management Team share the same financial and sustainability targets for annual variable remuneration. However, members of the Executive Management Team responsible for a specific business area or function may have additional financial objectives linked to their respective area of responsibility.
For the Chief Executive Officer (CEO), the annual variable remuneration shall be capped at 75 percent of annual base salary and for other members of the Executive Management Team the annual variable remuneration shall be capped at 50 percent of annual base salary.
The total cost to the company of the total variable remuneration to the members of the Executive Management Team must not exceed SEK 30,000,000 (including social security fees).
In addition to base salary and annual variable remuneration as described above, members of the Executive Management Team and other employees holding senior roles can obtain a variable long-term bonus (LTIP).
Each year, the Board evaluates whether to propose a LTIP for approval at the Annual General Meeting. For further details on these programs, refer to the notices for the Annual General Meeting and the Company's annual reports.
The purpose of the LTIP is to encourage personal long-term ownership of Vitrolife Group shares and unite the interest of the members of the Executive Management Team and other employees holding senior roles with the interest of the shareholders. LTIP support the retention of key employees as part of an attractive remuneration package.
These long-term incentive programs support the Vitrolife Group's business strategy and long-term objectives, including its commitment to sustainability. They enhance the Company's ability to attract and retain talent, promote diversified and increased share ownership among key individuals, and ensure a unified focus on driving long-term value growth for shareholders.
For members of the Executive Management Team entitled to pension benefits, all pension agreements shall be structured as defined contribution plans. As a general principle, pension contributions will be based solely on fixed salary and aligned with market standards in each respective country. Certain individual adjustments may occur in line with local market practice or mandatory collective agreement provisions.
Benefits for members of the Executive Management Team such as company cars, healthcare insurance, medical insurance, and similar offerings shall represent a smaller reasonable component of the total compensation package and be aligned with customary practices in each geographic market.
Adjustments to benefits may be made to comply with mandatory local regulations or established practices. These adjustments shall aim to uphold the overarching purpose of these guidelines to the greatest extent possible.
Termination periods within the Vitrolife Group shall comply with the statutes and agreements applicable on each geographic market. Notice of termination for the CEO shall be no more than 12 months and for the other members of the Executive Management Team three to six months. If the Company terminates employment, severance pay of no more than 12 months' salary is to be paid to the CEO.
When preparing the Board of Directors' proposal for these remuneration guidelines, the salary and employment conditions of the Company's employees have been taken into account. This has been done by reviewing data on employees' total compensation, the
components of their remuneration, and the trends in increases and growth rates over time. This information forms part of the basis for decision-making by the Remuneration Committee and the Board of Directors when assessing whether the proposed guidelines and the limitations set forth are reasonable.
The Board of Directors has established a Remuneration Committee, tasked with preparing the Board of Directors' decision to propose guidelines for members of the Executive Management Team remuneration. These guidelines are reviewed annually, and new proposals shall be drafted by the Board of Directors at least every fourth year and presented to the Annual General Meeting for approval. The guidelines remain in effect until new ones are adopted by the Annual General Meeting.
The Remuneration Committee is responsible for monitoring and evaluating all remuneration aspects for members of the Executive Management Team, the guidelines for members of the Executive Management Team remuneration, and the company's overall remuneration structures and compensation levels. The Remuneration Committee shall conduct an annual review including, but is not limited to, annual variable bonus programs, pay mix, levels of remuneration opportunity, and size of salary increases and bonus payouts for the Executive Management Team.
Variable remuneration is considered by the Remuneration Committee and decided by the Board of Directors.
The CEO and other members of the Executive Management Team do not participate in the Board of Directors discussions or decisions on remuneration-related matters that pertain to them.
The Board of Directors is required to prepare an annual remuneration report, which shall be presented to the Annual General Meeting for approval.
Remuneration to Board members or variable long-term share-related incentives are resolved by the Annual General Meeting.
The Board of Directors may temporarily decide to deviate from these guidelines, either in whole or in part. Such deviations may be warranted if there are special circumstances that make it necessary to act in the company's long-term interests, promote its sustainable development, or ensure its financial stability.
As outlined above, the Remuneration Committee is responsible for preparing the Board of Directors' decisions on remuneration-related matters, including any decisions to deviate from these guidelines.
The proposed resolution for the Annual General Meeting 2025 regarding remuneration guidelines is, in all material respects, aligned with the guidelines adopted by the Annual General Meeting 2021, with the exception of an adjustment to the aggregated monetary cap for annual variable remuneration payouts, which has been increased. Additionally, several clarifications have been made to enhance transparency and provide a more detailed understanding of the principles guiding remuneration decisions.
Key updates include:
These adjustments serve to ensure alignment with best practices and enhanced communication of the Company's approach to Executive Management remuneration.
The Board of Directors proposes that the Annual General Meeting passes a resolution on the implementation of a Long-Term Incentive Program 2025 (LTIP 2025). This proposal is divided into five items:
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 2025 ("LTIP 2025"). The intention is also to use LTIP 2025 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, and the number of shares that will be allotted, will depend on the fulfilment of a predetermined performance target. The term of LTIP 2025 is more than three years.
The LTIP 2025 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.
LTIP 2025 is directed towards a maximum of 40 employees, divided into three categories of participants as follows:
| Categories | Maximum number of shares |
|---|---|
| 1. CEO | 60,000 |
| 2. Other members of the executive management | 35,000 (per person) |
| team (maximum 9 persons) | |
| 3. Other key employees (maximum 30 persons) | 20,000 (per person) |
| Total maximum number of shares | 400,000 |
In the event that less than the maximum number of persons within category 2 are offered participation in LTIP 2025, a corresponding number of additional persons may be offered participation within category 3. The number of participants within category 3 may therefore be more than 30, however the total number of participants in LTIP 2025 may in no event be more than 40.
Any resolution on participation or implementation of LTIP 2025 shall be conditional on that it, in the Board's judgement, can be offered with reasonable administrative costs and financial effects.
Allotment of Performance Shares within LTIP 2025 will be made during a limited period of time following the Annual General Meeting 2028. The period up to this date is referred to as the qualification period (vesting period). A condition for the participant to receive allotment of Performance Shares is that the participant remains an employee of the Vitrolife Group during the full qualification period up until allotment. Allotment of Performance Shares also requires that a minimum TSR performance target is fulfilled. The Board shall establish a customary definition of Good Leavers and determine whether any allocation shall be made to participants who are considered Good Leavers.
The performance target is based on the Company's total share return ("TSR") during the term of LTIP 2025. TSR is to be calculated based on the volume-weighted average price of the Company's share on Nasdaq Stockholm during the ten (10) business days that follows immediately after the Annual General Meeting 2025, compared with the volume-weighted average price of the Company's share on Nasdaq Stockholm during the last ten (10) business days of the three-year period following the Annual General Meeting 2025. Performance Shares will be allotted if the average annual TSR is at least 7.5 percent (the minimum level). 0 percent of the Performance Shares will vest below the minimum level. 50 percent of the Performance Shares will vest at the minimum level and 100 percent of the Performance Shares will vest at or above the maximum performance level which is 12.5 percent. Vesting and allotment will be calculated linearly between the minimum and the maximum level. The outcome will be communicated to the shareholders after the allotment of Performance Shares to the participants.
Prior to the allotment of Performance Shares, the Board shall assess whether the allotment is reasonable in relation to the Company's financial results, position and performance, as well as other factors.
If significant changes take place within the Vitrolife Group, or on the market, which, by the assessment of the Board, would mean that the terms for allocation/transfer of shares according to LTIP 2025 is no longer reasonable, the Board shall have the right to implement an adjustment to LTIP 2025, including, among others, the right to reduce the number of Performance Shares allocated/transferred, or not to allocate/transfer Performance Shares at all.
The Board, with the assistance of the remuneration committee, shall in accordance with the resolutions by the Annual General Meeting set forth herein be responsible for the detailed design and implementation of LTIP 2025. The Board may also decide on the implementation of an alternative cash-based incentive for participants in countries where the allotment of Performance Shares is not appropriate, as well as if otherwise considered appropriate. Such alternative incentive program shall to the extent practically possible be designed to correspond to the terms of LTIP 2025.
The intention is that the Board shall launch LTIP 2025 as soon as practically possible after the Annual General Meeting.
In order to enable delivery of shares under the LTIP 2025 as well as to hedge the financial exposure that the LTIP 2025 is expected to entail, the Board proposes that the Annual General Meeting resolves to issue a maximum number of 480,000 warrants of series 2025/2028, without consideration, to a wholly owned subsidiary of Vitrolife AB (publ) (the "Subsidiary").
Each warrant of series 2025/2028 entitles the holder to subscription for one (1) share in Vitrolife AB (publ) during the period from 13 May 2025, or the later date on which the warrants are registered, up to and including 30 June 2028. Subscription for new shares by way of exercising warrants of series 2025/2028 shall be made at a price per share of SEK 0.204, which corresponds to the quota value of the shares. The exercise price and the number of shares that each warrant of series 2025/2028 entitles may be subject to recalculation in the event of a bonus issue, share split, rights issue, etc., wherein the
recalculation terms in the complete terms and conditions of the warrants shall be applied. The subscription of warrants of series 2025/2028 shall be made no later than on 13 May 2025. However, the Board shall be entitled to extend the subscription period. There can be no over-subscription. For complete terms, see Appendix 1 and Appendix A1.
If the warrants of series 2025/2028 are exercised in full, the share capital will increase by SEK 97,920.
The Board proposes that the Annual General Meeting resolves to approve that the Subsidiary may transfer a maximum of 400,000 shares and/or warrants to the participants in the LTIP 2025 in connection with allotment of Performance Shares in accordance with the terms set out in section A, as well as dispose of an additional number of maximum 80,000 warrants through transfer of maximum 80,000 warrants to a third party, as a hedging activity in relation to the Company's costs for social security contributions.
Share transfers to participants in LTIP 2025 shall be made without the participants paying consideration and shall be carried out at the time and subject to the other conditions under which participants in LTIP 2025 have the right to be allotted Performance Shares.
The number of shares and/or warrants that might be transferred under LTIP 2025 in accordance with sections C.1 and C.2 above shall be subject to customary re-calculation principles and may, consequently, be subject to re-calculation due to a bonus issue, share split, preferential rights issue, dividends and/or other similar events. Resolutions resolved upon by the Annual General Meeting 2025 shall not be included in a recalculation of the number of shares.
It is the Board's assessment that an issue of warrants to the Subsidiary and transfer of shares and/or warrants from the Subsidiary to the participants in the LTIP 2025 is the most cost-effective method of transferring shares in Vitrolife under the LTIP 2025. The board therefore proposes that the delivery of shares to the participants is secured by item C above. Should the necessary majority not be obtained for the proposal in item C, the Board proposes that a share swap agreement with a third party is entered into in accordance with this item D.
The Board proposes that the Annual General Meeting, should the necessary majority not be obtained for item C above, resolves to secure deliver of shares to the participants in the LTIP 2025, and to hedge the expected financial exposure of LTIP 2025, by the Company entering into a share swap agreement with a third party, whereby the third party in its own name shall acquire and transfer shares in the Company under LTIP 2025. The relevant number of shares shall correspond to the number of shares proposed under item C above.
The resolution by the Annual General Meeting regarding the implementation of LTIP 2025 according to item A above is conditional on the Annual General Meeting resolving either in accordance with the Board's proposal under item B or C above or in accordance with the Board's proposal under item D above.
The resolution according to item A, B and D above shall require a majority of more than half of the votes cast at the Annual General Meeting. A valid resolution under item C above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the Annual General Meeting approve of the resolution.
The participants' rights to receive Performance Shares under LTIP 2025 are not securities and cannot be pledged or transferred. Neither are any shareholders' rights transferred to participants in the program prior to the day when they receive their Performance Shares and become the owners of the shares. An estimated market value of the conditional rights to receive Performance Shares can however be calculated. Based on a preliminary valuation in accordance with a Monte Carlo valuation model, the total value of the conditional rights to receive Performance Shares under LTIP 2025 has been calculated to approximately MSEK 42.548, under the following assumptions: a share price at the time of implementation of SEK 197, a market-based risk-free interest of 2.00 percent, a volatility of 42.5 percent and an annual employee turnover of 0 percent.
LTIP 2025 will be accounted for in accordance with "IFRS 2 – Share‐based payments". IFRS 2 stipulates that the share awards should be expensed as personnel costs over the qualification period and will be accounted for directly against equity. Personnel costs in accordance with IFRS 2 do not affect the company's cash flow. Social security contributions will be recognized as an expense in the income statement through regular provisions in accordance with generally accepted accounting principles. The amount of these regular provisions will be revalued in line with the trend in the value of the right to Performance Shares, and the social security contributions that may be payable on the allotment of Performance Shares.
Assuming a share price at the time of implementation of SEK 197, the personnel costs for LTIP 2025 is estimated to approximately MSEK 42.548 at grant of the Performance Shares, corresponding to an estimated annual cost of approximately MSEK 14.183.
Assuming that the minimum performance target is achieved so that the 50 percent of the Performance Shares vest, a TSR increase of 7.5 percent during the qualification period, costs for weighted social security contributions amounting to 20 percent of the benefit value at the end of the qualification period and an annual employee turnover of
0 percent, the total cost for LTIP 2025 (including the personnel costs) is estimated to approximately MSEK 52.337 before tax, corresponding to an estimated annual cost of approximately MSEK 17.446 before tax.
Assuming that the maximum performance level is reached so that the 100 percent of the Performance Shares vest, a TSR increase of 12.5 percent during the qualification period, costs for weighted social security contributions amounting to 20 percent of the benefit value at the end of the qualification period and an annual employee turnover of 0 percent, the total cost for LTIP 2025 (including the personnel costs) is estimated to approximately MSEK 64.988 before tax, corresponding to an estimated annual cost of approximately MSEK 21.663 before tax.
The above calculations are based on a decision on hedging in accordance with item C. In the event that the Annual General Meeting decides on hedging measures regarding LTIP 2025 in accordance with the proposal under item D, costs of approximately MSEK 0.5 – MSEK 1 will be added regarding share swap agreements with third parties.
In the view of the Board, the positive effects expected to arise from LTIP 2025, outweigh the costs associated with LTIP 2025.
The Board's proposal to resolve on issuance of warrants in accordance with item C above entails a dilution effect corresponding to a maximum of approximately 0.35 per cent of the shares and votes in the Company if the proposed warrants are exercised in full. The dilution effect is calculated as the relation between the additional shares that the warrants will be exercised for and the sum of the current number of shares and the additional shares that the warrants will be exercised for.
The costs of the LTIP 2025 are expected to have only marginal effects on the company's key performance ratios.
An individual long-term ownership commitment among the participants in LTIP 2025 is expected to stimulate greater interest and motivation in the Company's business operations, results and strategy. Moreover, the Board wishes to increase the ability of the Company to retain important executives and other key employees. The Board believes that the implementation of LTIP 2025 will benefit the Company and its shareholders. LTIP 2025 will provide a competitive and motivation-improving incentive for executives and other key employees within the Vitrolife Group.
LTIP 2025 has been designed to reward the participants for increased shareholder value by allotting shares, based on the fulfilment of a performance condition. By linking the employees' remuneration to the development of the Company's results and value, the long-term value growth of the Company is rewarded. Based on these circumstances, the Board considers that the implementation of LTIP 2025 will have a positive effect on the Vitrolife Group's continued development, and will therefore be beneficial to the shareholders and the Company.
The Company has three outstanding share-related incentive programs in accordance with resolutions of previous Annual General Meetings: Long-Term Incentive Program 2022 ("LTIP 2022"), Long-Term Incentive Program 2023 ("LTIP 2023") and Long-Term Incentive Program 2024 ("LTIP 2024") which were decided by the 2022, 2023 and 2024 Annual General Meetings, and which are based on performance shares.
The Company's share-related incentive programs are described on pages 71 – 72 in the Company's annual report and also appears in the Board's remuneration report.
The Board, or a person appointed by the Board, shall be authorized to make minor adjustments to the above resolutions that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB respectively.
The basis for LTIP 2025 has been prepared by the Board of the Company. The work has been supported by external advisors and has been made in consultation with shareholders. The Board has thereafter decided to present this proposal for the Annual General Meeting. Except for the staff that have prepared the matter upon instruction from the Board, no employee that may be a participant of LTIP 2025 has participated in the preparations of the program's terms.
The accounts and the auditor's report, the statement according to item 8 b) and the complete proposals in accordance with items 9 b) and 14-19 will be available at the premises of the Company, Gustaf Werners gata 2, Västra Frölunda, Sweden, and on the Company website www.vitrolifegroup.com at the latest three weeks before the AGM. The documents will be sent to shareholders upon request provided that shareholders state their address. The documents will also be available at the AGM. In addition, the proposals and reasoned statement of the Election Committee, as well as the Proxy form and postal voting form are available on the Company's website.
At the time of the issue of this notice the total number of shares and votes in the Company amounts to 135,447,190, all of the same class, and the Company's holding of treasury shares amounts to 24,568.
Shareholders have the right to ask questions at the AGM about the Company, the Company's financial position and about the items and proposals which will be dealt with at the AGM.
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Gothenburg March 2025 VITROLIFE AB (publ) The Board of Directors
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