NOTICE OF EXTRAORDINARY GENERAL MEETING OF VITROLIFE AB (publ)
The shareholders of Vitrolife AB (publ) are invited to an extraordinary general meeting on Thursday, 19 February 2009, at 6.00 pm in the office of the company, Gustaf Werners gata 2, Västra Frölunda, Sweden.
Registration, etc
A shareholder wishing to attend the meeting must (i) be registered as a shareholder in the shareholders’ register kept by VPC AB on Friday, 13 February 2009, and (ii) notify the company no later than 12.00 noon on Friday, 13 February 2009.
Notification to the company shall be made in writing to Vitrolife AB (publ), att: Anita Ahlqvist, PO Box 9080, SE-400 92 Göteborg, Sweden, by telephone (+46 31 721 80 83), by fax (+46 31 721 80 90) or by e-mail to aahlqvist@vitrolife.com. When notifying the company, shareholders are kindly requested to state their name, personal identity number or corporate identity number, address, telephone number, number of shares and, where applicable, the number of advisers (not more than two) to attend the meeting together with the shareholder. For shareholders intending to be represented by proxy, a proxy should be submitted to the company together with the notification. A proxy form is available from the company and at www.vitrolife.com. A party representing a legal entity must produce a copy of a certificate of registration or similar documents evidencing relevant signatory powers.
Shareholders with shares held through a bank or other nominee must temporarily register the shares in their own name to be entitled to attend the meeting. Such registration must be completed by Friday, 13 February 2009. Accordingly, shareholders concerned should notify the relevant nominee well in advance.
There are 19,800,157 shares and votes in Vitrolife.
Proposed agenda
1. Opening of the meeting
2. Election of chairman of meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one person to approve the minutes
6. Determination of whether the meeting has been duly convened
7. The board’s proposal regarding authorisation to issue new shares
8. Closing of the meeting
Authorisation to issue new shares (item 7)
On 14 January 2009, Vitrolife announced its intention to make an offer to the shareholders of MediCult a/s to acquire all shares in MediCult for consideration in the form of new Vitrolife shares (the “Offer”). The Offer is conditional among other things upon the general meeting of Vitrolife authorising the board to issue new Vitrolife shares as consideration in the Offer. Therefore, the board of directors proposes that the general meeting resolve to authorise the board to issue new shares, to be paid for in kind, on one or several occasions up to the next annual general meeting. The managing director is proposed to be authorised to make any minor amendments to the resolution as may turn out to be necessary in connection with registration thereof.
For further information regarding the Offer, kindly refer to Vitrolife’s press release on 14 January 2009 and the offer document to be published on or around 4 February 2009 and made available from the company and at www.vitrolife.com.
Göteborg, February 2009
The board of directors of Vitrolife AB (publ)