Item 16.b: Issue of warrants and transfer of warrants to the participants or a third party
To secure the delivery of shares pursuant to LTIP 2026 and to cover costs (including taxes and social security costs), the Board proposes that the Annual General Meeting resolves that the company, deviating from the shareholders' preferential rights, issues a maximum of 480,000 warrants, entitling to subscription for new shares in Vitrolife as follows.
The warrants shall be issued free of charge. Each warrant shall entitle to subscription of one (1) share in Vitrolife at a subscription price corresponding to the quota value of the share. Thus, the share capital will increase by a maximum of SEK 97,920. Any share premium upon exercise of the warrants shall be entered under the free share premium reserve.
The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be granted to a wholly-owned subsidiary of Vitrolife.
Subscription of the warrants shall take place within four weeks from the 2026 Annual General Meeting. The Board shall have the right to extend the subscription period.
The warrants may be exercised for subscription of shares from the date of registration with the Swedish Companies Registration Office up to and including 15 September 2029.
The reason for the deviation from the shareholders' preferential rights is that the issue of warrants ensures delivery of shares to the participants in LTIP 2026 as well as aims to cover costs (including taxes and social security costs) related to the plan.
The newly issued shares shall entitle to dividend for the first time on the first record date that occurs after the new shares have been registered with the Swedish Companies Registration Office and been recorded in the share register maintained by Euroclear Sweden AB.
The complete terms and conditions of warrants of series 2026/2029 are available on the company's website at https://www.vitrolifegroup.com.
The Board further proposes that Vitrolife may transfer the warrants to the participants in LTIP 2026 or to a designated third party, for the purpose of delivering shares to the participants in accordance with the terms and conditions of LTIP 2026 and for the purpose of covering costs (including taxes and social security costs) under LTIP 2026.