Governance

CORPORATE BY-LAWS for XVIVO Perfusion AB (publicly held company)
Corporate Identity No. 556561-0424

1. The Company’s name is XVIVO Perfusion AB (Limited Liability Company). The company is publicly held.
2. The Board of Directors shall be domiciled in the Municipality of Mölndahl, Sweden.
3. The mission of the Company is to conduct research, development, production and sales of biomedical solutions and pharmaceutical products, as well as ancillary activities related to these operations.
4. The capital stock shall be no less than SEK five hundred thousand (SEK 500,000) and no more than SEK two million (SEK 2,000,000).
5. The number of stock units issued shall be no less than twelve million (12,000,000) and no more than forty-eight million (48,000,000).
6. The Board of Directors shall consist of at least three (3) and no more than ten (10) Directors with or without Deputy Directors to the maximal number of members.
7. To examine the Company’s Annual Report, as well as its Financial Statements and the management by the Board of Directors and Chief Executive Officer, the Company shall have no more than two Auditors with or without Deputy Auditors or an Auditor with a registered public accounting firm. The term of office of the Auditor is valid through the end of the Annual General Meeting held during the first, second, third or fourth financial year after the election of Auditor.
8. Notification to stockholders of the Annual General Meeting (AGM) shall take place by means of an advertisement in Post- och Inrikes Tidningar, as well as at the Company’s website. The fact that the AGM has been announced shall be advertised in Dagens Industri.
   1. Notification of the Annual General Meeting, as well as notification of an Extraordinary General Meeting during which amendments to the Company’s By-Laws will be discussed, shall be issued no earlier than six weeks and no later than four weeks before the Meeting. Notification of the Extraordinary General Meeting shall be issued no earlier than six weeks and no later than three weeks before the Meeting.
   2. In order to participate in the Annual General Meeting, the stockholders shall register with the Company no later than 12:00 on the date of the Annual General Meeting. This date cannot be a Sunday, a general public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and cannot fall earlier than on the fifth weekday before the Meeting.
9. The Annual General Meeting is held annually prior to the end of the month of June.
   At the Annual General Meeting, the following business agenda shall be transacted:
   1. Election of Chairman for the Meeting;
   2. Establishment and approval of an electoral register;
   3. Approval of the business agenda for the Meeting;
   4. Election of one or two individuals to check the Minutes of the Meeting together with the Chairman
   5. Determination of whether the Annual General Meeting has been properly convened;
   6. Presentation of the Annual Report as well as Auditor’s Report and, when appropriate, the Group Annual Report and GroupAuditor’s Report as well;
      • Resolutions:
        • Determination of the Statement of Income and Balance Sheet of the Company, and when appropriate, the Statement of Income and Balance Sheet of the Group of Companies;
        • Disposition of the Company’s profit or loss according to the Balance Sheet adopted;
        • Discharge from liability of the members of the Board of Directors and the Chief Executive Officer;
   7. Determination of the number of members of the Board of Directors, Deputy Directors and, whenever appropriate, Auditors and Deputy Auditors;
   8. Determination of remuneration for members of the Board of Directors and Auditors;
   9. Election of Board of Directors and, when appropriate, Auditors;
   10. Other agenda items raised at the Annual General Meeting in accordance with the Companies Act or the Corporate By-Laws.
10. The Company’s financial year shall comprise the calendar year January 1 – December 31
11. The Company’s stock shall be registered with the Central Securities Depository Register (i.e. a CSD Registered Company) pursuant to the Act on Central Securities Depository Register and Account Operations of Financial Instruments (1998:1479).
12. The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Companies Act (2005:551). The Board of Directors may decide, ahead of a General Meeting, that shareholders should be able to exercise their voting rights by post prior to the General Meeting.
13. General meetings shall be held in Mölndal or Gothenburg, as determined by the board of directors.

Approved at the Annual General Meeting on April 25, 2023.

hese guidelines apply to the executive management of XVIVO Perfusion AB (publ) (“XVIVO”) as well as the company’s board members, to the extent that other compensation, beyond what has been decided by the general meeting, is paid to board members. Executive management refers to the CEO, the Deputy CEO, and other members of the executive management team. Other members of the executive management team are those who are part of the leadership group.

The guidelines are forward-looking and shall be applied to compensation agreed upon, as well as changes made to already agreed compensation, after the guidelines are adopted by the annual general meeting in 2025. These guidelines do not include compensation decisions made by the general meeting.

For employment relationships governed by regulations other than Swedish law, necessary adjustments may be made to comply with mandatory local regulations or established local practices, ensuring that the overall objectives of these guidelines are met as far as possible.

Promotion of Business Strategy, Long-Term Interests, and Sustainability

Successful implementation of the company’s business strategy and the safeguarding of its long-term interests, including sustainability, require the company to recruit and retain qualified employees. To achieve this, the company must offer competitive compensation. These guidelines ensure that executives can be offered a competitive total compensation package.

Forms of Compensation

Compensation should be market-based and may consist of the following components: fixed salary, variable cash compensation, pension benefits, and other benefits. The general meeting may also – independent of these guidelines – decide on, for example, share-based or share-price related compensation.

The fixed compensation should reflect the individual’s responsibilities and experience. The fixed compensation should be reviewed annually.
Fulfillment of the criteria for the payment of variable cash compensation should be measurable over a period of one year. The variable cash compensation may amount to a maximum of 60% (50%) of the CEO’s fixed annual cash salary and 45% (30%) of the fixed annual cash salary for other senior executives (executive management)

Additional variable cash compensation may be paid under extraordinary circumstances, provided that such extraordinary arrangements are temporary and made on an individual basis, either to recruit or retain executives or as compensation for extraordinary work beyond the individual’s regular duties. Such compensation may not exceed an amount corresponding to 30% of the fixed annual cash salary and may not be paid more than once per year and per individual. Decisions regarding such compensation must be made by the board, upon recommendation from the remuneration committee.

Pension

For the CEO, pension benefits, including disability insurance, shall be defined-contribution based. Variable cash compensation shall not be pensionable. Pension contributions for defined-contribution pensions shall amount to a maximum of 35% of the fixed annual cash salary. For other senior executives based in Sweden, pension benefits, including disability insurance, shall be defined-contribution based unless the executive is covered by defined-benefit pensions under mandatory collective agreements. Variable cash compensation shall not be pensionable. Pension contributions for defined-contribution pensions shall amount to a maximum of 31.5% of the fixed annual cash salary.

For senior executives whose employment is governed by regulations other than Swedish law, necessary adjustments may be made regarding pension benefits and other benefits to comply with mandatory regulations or local practices, ensuring that the overall purpose of these guidelines is met as far as possible.

Other benefits may include, among others, life insurance, health insurance, and car benefits. Such benefits shall be determined based on market standards and competitiveness.

For executives stationed in countries other than their home country, additional compensation and benefits may be provided to a reasonable extent, considering the special circumstances associated with such international assignments, with the overall goal of these guidelines being maintained as far as possible.

Termination of Employment

In case of termination by the company, the notice period may be up to six months. If the company terminates the CEO’s employment, severance pay of a maximum of twelve months’ salary will be provided. In the case of termination of other senior executives without just cause, severance pay will be a matter for negotiation or individual agreement. In case of termination by the executive, the notice period may be up to six months, with no entitlement to severance pay.

In addition, compensation for any non-compete obligation may be provided. Such compensation should cover potential income loss and only be paid to the extent the executive is not entitled to severance pay. The compensation should be based on the fixed cash salary at the time of termination and paid during the duration of the non-compete obligation, which shall not exceed 12 months after the termination of employment.

Criteria for Payment of Variable Cash Compensation

Variable cash compensation shall be linked to predefined and measurable criteria, which may be financial or non-financial and consist of individually tailored quantitative or qualitative goals. The criteria shall be designed to promote the company’s business strategy and long-term interests, including its sustainability, by, for example, having a clear link to the business strategy or promoting the executive’s long-term development.

Once the measurement period for the fulfillment of the criteria for variable cash compensation has ended, an assessment will be made to determine the extent to which the criteria have been met. The remuneration committee is responsible for the assessment regarding variable cash compensation for the CEO. Regarding variable cash compensation for other executives, the CEO is responsible for the assessment. Regarding financial targets, the assessment shall be based on the company’s most recently disclosed financial information.

Salaries and Employment Terms for Employees

In preparing the board’s proposal for these compensation guidelines, the salaries and employment terms of the company’s employees have been considered. Data on employees’ total compensation, components of the compensation, as well as increases in compensation and the rate of increase over time have been part of the remuneration committee’s and the board’s decision-making process when evaluating the reasonableness of the guidelines and the limitations they entail. The development of the gap between the compensation of senior executives and other employees will be reported in the remuneration report.

Decision-Making Process for Establishing, Reviewing, and Implementing the Guidelines

The board has established a remuneration committee. The committee’s tasks include preparing the board’s decisions regarding proposals for guidelines on compensation for senior executives. The board should prepare proposals for new guidelines at least every four years and submit them for approval at the annual general meeting. The guidelines will apply until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate the programs for variable compensation for executive management, the application of the guidelines for senior executive compensation, and the applicable compensation structures and levels within the company. The ordinary members of the remuneration committee are independent of the company and executive management. When the board discusses and makes decisions on compensation-related matters, the CEO or other executives are not present, unless they are directly affected by the matters.

Board Members’ Service Assignments

Board members elected at the general meeting may, in exceptional cases, be compensated for services within their area of expertise that do not constitute board duties. A market-based fee for such services will be determined by the board but may not exceed SEK 300,000 excluding VAT per year and per member.

Deviation from the Guidelines

The board may decide to temporarily deviate from the guidelines, either wholly or partially, if there are specific reasons for doing so in an individual case, and if a deviation is necessary to safeguard the company’s long-term interests, including its sustainability, or to ensure the company’s financial stability. As stated above, it is the responsibility of the remuneration committee to prepare the board’s decisions on compensation matters, including decisions to deviate from the guidelines.

Description of Significant Changes to the Guidelines and How Shareholders’ Views Have Been Taken into Account

The proposal does not involve any significant changes compared to the company’s current compensation guidelines. After a benchmark analysis conducted with a leading global compensation firm, the board has decided to propose an increase in the variable cash compensation for the CEO and senior executives. The variable cash compensation is proposed to increase to a maximum of 60% (50%) of the CEO’s fixed annual cash salary and 45% (30%) of the fixed annual cash salary for other senior executives (executive management). XVIVO has not received any comments from shareholders to be considered in the development of this proposal

The remuneration policy is evaluated each year and is submitted to the Annual General Meeting for adoption.

Outstanding share based incentive programs

In total there are three (3) oustanding stock option (performance share options) programs:

The 2023 Annual General Meeting resolved to issue a maximum of 72,000 stock options (series 2023/2026) with the accompanying right to subscribe for a maximum of 72,000 new shares to employees of the XVIVO Group. Of these stock options, all 66,000 have been subscribed for by employees. The stock options program 2023/2026 gives the stock option holder the right, in May 2026, to convert warrants to an equal number of newly issued shares provided that certain performance targets have been met during the 3-year term of the program.

The 2024 Annual General Meeting resolved to issue a maximum of 80,000 stock options (series 2024/2027) with the accompanying right to subscribe for a maximum of 80,000 new shares to employees of the XVIVO Group. Of these stock options, all 75,500 have been subscribed for by employees. The stock options program 2024/2027 gives the stock option holder the right, in May 2027, to convert warrants to an equal number of newly issued shares provided that certain performance targets have been met during the 3-year term of the program.

The 2025 Annual General Meeting resolved to issue a maximum of 120,000 stock options (series 2025/2028) with the accompanying right to subscribe for a maximum of 120,000 new shares to employees of the XVIVO Group. Subscription will take please during 2025. The stock options program 2025/2028 gives the stock option holder the right, in May 2028, to convert warrants to an equal number of newly issued shares provided that certain performance targets have been met during the 3-year term of the program.

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The instructions regarding principles for the appointment of the Nomination Committee were determined at the Annual General Meeting of XVIVO Perfusion AB (publ) on April 27, 2018.

Not later than the end of the third quarter every year the three largest shareholders shall be given the opportunity to appoint a member to the Nomination Committee. The names of the committee’s members are to be publicly announced not later than six months prior to the Annual General Meeting. The Nomination Committee proposals shall be presented on the company web page and in the invitation to the Annual Shareholder Meeting.

The Nomination Committee shall prepare and present proposals for resolution by the Annual General Meeting regarding:

• Election of a Chairman of the meeting
• Decision on the number of Board members
• Decision on remuneration to the Board members and to the Auditor
• Election of Board members and Chairman of the Board
• If the Nomination Committee deems necessary, propose a new process of appointing a new Nomination Committee.

The following members were appointed to XVIVO Perfusion’s Nomination Committee for the 2025 Annual General Meeting:

Henrik Blomquist, representing Bure Equity AB
Martin Lewin, representing Eccenovo AB
Thomas Ehlin, representing The Fourth Swedish National Pension Fund
Gösta Johannesson, Chairman of the Board

A request for an item to be considered by the Nomination Committee is to be sent to XVIVO Perfusion AB (publ), Att: Chairman of the Nomination Committe, Gemenskapens gata 9, 431 53 Mölndal.

The Board has established two internal committees – the Audit Committee and Remuneration Committee. The committees are preparatory bodies and the Board has the overall responsibility and retains the exclusive right to resolve on more important matters within the framework of the authorization.

Audit Committee

The purpose of the operations of the audit committee is to assist the Board in matters relating to financial reporting, audit and risk management. The Audit Committee prepares matters that concern accounting, financial reporting, auditing and internal control. The Committee reviews the principles for accounting and financial control and establishes guidelines for purchasing services other than auditing from the company’s auditors.

Members of the Audit Committee are Camilla Öberg, Göran Dellgren and Erik Strömqvist. Camilla Öberg is the Chairman of the Audit Committee.

Remuneration Committee

Based on the guidelines adopted by the AGM, the Remuneration Committee prepares proposals to the Board regarding remuneration and other terms of employment for the management. The Remuneration Committee also monitor and evaluate current and expired (during that financial year) programs for variable remuneration for the management and monitor and evaluate the application of the guidelines for remuneration to the management that the annual general meeting is legally required to adopt.

Members of the Remuneration Committee are Gösta Johannesson, Lena Höglund and Lars Henriksson. Gösta Johannesson is the Chairman of the Remuneration Committee.

The company’s accounting firm is KPMG, with the main responsibility held by the authorized public accountant Daniel Haglund (born 1974).

KPMG AB

Box 11908
404 39 Gothenburg, Sweden
(Norra Hamngatan 22)
Tel +46 31 61 48 00

General Statement

XVIVO is committed to increasing its value to customers, employees and shareholders by profitably providing products and services to customers. At the same time we shall uphold a high level of ethical standards and be a good citizen worldwide.

This Code of Conduct applies to all XVIVO employees and all temporary employees worldwide.

XVIVO, and its employees, shall abide by the laws of all countries in which we operate, following international and national industry codes of practice and XVIVO’s Code of Conduct. In situations where neither the law nor the Code of Conduct gives guidance, XVIVO applies its own standards based on its corporate values and culture. In cases of conflict between mandatory law and the principles contained in this code, the law shall prevail. Whenever we encounter an ethical issue, each of us has the responsibility to respond in a manner that reflects our values in action.

XVIVO shall conduct its business operations in accordance the main ethical guidelines, e.g. United Nations Universal Declaration of Human Rights (www.un.org), International Labor Organization Declaration on Fundamental Principles and Rights at Work (www.ilo.org), United Nations Global Compact (www.unglobalcompact.org) and the OECD’s Guidelines for Multinational Enterprises (www.oecd.org).

Compliance with the Code of Conduct is a matter for the management team and the CEO is ultimately responsible. Every manager has an obligation, within his or her area of responsibility, to ensure that employees and business partners are informed of the contents of XVIVO Code of Conduct and the need for compliance with it. All employees within XVIVO should always set a good example.

Reports of violations of this code may be done anonymously and confidentially. XVIVO has partnered with an external service provider that provides an independent wistleblower service. Reporting on wistleblower matters should be done using the following link https://xvivo.whistlelink.com/.

Business Principles

XVIVO operates in accordance with the fundamental principle that in all our business activities and relations with customers, business partners and authorities, sound business ethics always prevail.

XVIVO has established high reporting standards, where each employee involved in the recording, processing and reporting of information is expected to safeguard its validity and correctness.

XVIVO’s policy is to understand and comply with all laws, regulations and government that apply to our businesses, and to provide accurate, relevant information and records to government regulatory bodies that are legally authorized to ask for such information.

XVIVO complies fully and in good faith with the antitrust laws and regulations as well as all applicable competition rules in countries where the company operates.

XVIVO shall evaluate and select major suppliers and subcontractors on their ability to meet the requirements of XVIVO’s Code of Conduct. XVIVO requires that all distributors abide our Code of Conduct, which will be attached to the Distributor Agreements.

XVIVO does not accept the offering, solicitation or acceptance of any form of bribes, whatever the form, method or purpose. No employee shall seek or accept any gift, entertainment or personal favor that might reasonably be believed to have an influence on business transactions or which is contrary to applicable laws or customary business practice.

Our business ethics also involves not taking political stands. XVIVO’s assets are not used to support political campaigns or candidates, or otherwise provide services to political endeavours.

Funds and other assets of XVIVO must be used only for the legitimate business of XVIVO and never for private or personal gain. Employees may not use any funds or other assets of XVIVO, either directly or indirectly, for illegal payments of any kind, including bribes or “kickbacks” of funds. All information relating to XVIVO and its funds and other assets must be recorded and reported accurately and honestly. Employees may not by purpose make false or misleading statements pertaining to any information regarding XVIVO, whether in its books and records or in any financial, environmental or other report to be submitted to a governmental agency. Further, employees may not make or approve any payment or use of assets on behalf of XVIVO with the intention or understanding that such payment or use is for any purpose other than that described by the supporting documentation, e.g. “false invoices”.

Employees are obligated, during and after employment with XVIVO, to maintain the confidentiality of, and not to use for own benefit or the benefit of third parties, proprietary or confidential information of XVIVO that employees receive or to which they are exposed during employment. Such information includes, but is not limited to, financial or operating information, personnel information, pricing, customer lists and related information, trade secrets, information about works of authorship, projects, plans and proposals, and information of third parties that XVIVO is required to maintain as confidential.

Anti-corruption and business integrity
XVIVO has a zero-tolerance policy towards any form of corruption and financial irregularity, for example bribery, kickbacks, facilitation payments, fraud, embezzlement, and money laundering. Any demand for, or offer of, a bribe or similar must be rejected immediately and reported to XVIVO’s CFO. With respect hereto and for further information, see our Policy on Anti-Corruption, Gifts and Hospitality.

Act fair in competition
XVIVO shall always compete in the marketplace with respect for and in compliance with applicable competition laws and regulations. Units and employees shall ensure that they are familiar with applicable laws, internal rules and guidelines and shall avoid any anti-competitive behaviour, such as, entering into discussions or agreements with competitors concerning pricing, market sharing or other similar activities.

Human Rights and Working Principles

XVIVO actively strives for the continuous improvement of health and safety in the workplace. XVIVO aims to provide a safe and healthy working environment for its employees. Each task or activity should be conducted safely.

XVIVO promotes diversity and equality. Equal treatment and equal opportunities must apply to everyone regardless of sex, transgender identity or expression, ethnicity, religion or other belief, disability, sexual orientation and age.

XVIVO does not accept any form of mental or physical punishment, threat of punishment, discrimination in employment opportunities or work, bullying at the workplace, or sexual or other harassment.

XVIVO shall not use forced labor and/or child labor for any of its work and shall ensure the same standing point from its business partners.

The company is committed to taking appropriate action to ensure a safe, substance-free workplace. The misuse of alcohol or illegal drugs while on company premises or business interferes with a safe and productive work environment and is prohibited. Employees are expected to perform their work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances.

XVIVO employees have the freedom to join or establish an association of free choice, to organize and to bargain collectively and individually in accordance with local laws and regulations. No employee should risk being harassed or retaliated against for exercising these rights.

XVIVO is committed to paying fair wages and benefits according to relevant standards wherever we operate.

XVIVO supports and respects fundamental human rights and shall not be complicit in human rights violations. Organ donated involuntarily or without consent are grave violation of human rights and under no circumstances may XVIVO product´s be used in operations where organs are sourced in violation of human rights.

The company expects its employees to follow all applicable environmental laws and regulations.

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1. Introduction and scope

XVIVO Perfusion AB and all its subsidiaries and affiliates (“XVIVO”) shall observe high standards of ethical and business conduct in their operations and are committed to combatting all forms of corruption. XVIVO shall conduct its activities in compliance with the from time-to-time applicable anti-corruption laws in the markets in which XVIVO conducts business, such as the Swedish Penal Code and the U.S. Foreign Corrupt Practices Act (“FCPA”). For U.S. cooperations and U.S. citizens, residents, or any other person to whom the FCPA is applicable, please see Appendix 1 which, inter alia, contains an overview of the FCPA. XVIVO shall also conduct its activities in compliance with the Physician Payments Sunshine Act as well as relevant legislation from the European Union and the United States.

The purpose of this Policy on Anti-Corruption, Gifts and Hospitality (the “Policy”) is to articulate XVIVO’s zero tolerance to corruption and to provide guidance on XVIVO’s standards of conduct regarding bribery, gifts and hospitality.

The Policy applies to XVIVO, its employees, directors, officers, agents and board members (collectively referred to as “Employees”). It also applies to XVIVO’s business partners acting on behalf of XVIVO with or through an agent, consultant, joint venture or other business partner (“Business Partners”). As an Employee or Business Partner you are responsible for reading, understanding and complying with the Policy. As a manager you are also responsible for ensuring compliance with, and the understanding of, the Policy within your respective parts of the organisation.

Any Employee or Business Partner who violates applicable laws and/or the Policy may be subject to legal and/or disciplinary actions, including dismissal and termination of contract. Violations of applicable anti-bribery laws could result in criminal and/or civil liability.

2. What is an undue benefit?

Not all benefits[1] are prohibited since the exchange of gifts and hospitality[2] can create goodwill and establish trust in business relationships. A benefit that is undue is however prohibited. This is because an Employee or a Business Partner who gives, promises or offers an undue benefit for the performance of the recipient’s duties may commit a bribery offence. The same applies if the Employee or Business Partner receives, accepts a promise of or requests an undue benefit for the performance of his/her duties. A benefit can be undue even if the benefit does not have an actual impact on the recipient’s performance of their duties; it is enough that the benefit objectively may create a risk for such an impact. You should also be aware that a request for, or an offer of, an undue benefit is enough for criminal responsibility; the actual transaction does not have to be concluded.

Make sure to always consult the Checklist in Appendix 2 prior to offering or accepting a benefit. In this regard, particularly note that some benefits require prior written approval.

2.1 How do you assess if a benefit is undue?

An assessment of whether a benefit is undue, and thereby prohibited, is generally based on the criteria below:

Openness – A benefit that is directed at a particular person is more likely to be deemed undue, than a benefit directed at the recipient’s principal organisation. Any benefits, such as invitations, should therefore generally be directed to the organisation.
The recipient’s position – In general, any benefits to Public Officials[3], including health care professionals (“HCP”)[4], should be dealt with in a very restrictive manner. Any provision of benefits to individuals in a position to influence public power or public procurement is not allowed. Within the private sector, lawyers, auditors and controllers hold particularly sensitive positions in terms of integrity.
The value and nature of the benefit – There is no fix amount defining an undue benefit. Benefits of a higher financial value however carry a higher risk of impacting the actions of the recipient. Benefits of insignificant financial value, such as smaller marketing items, rarely carry such a risk. The provision of cash payments, gift vouchers and other items similar to cash payments, are usually considered undue.
Consent – For recipients in the private sector, the consent of the recipient’s principal organisation often authorises the benefit. For public officials, the principal organisation cannot legally allow the receipt of a benefit.
Quid Pro Quo arrangements – Benefits that are provided on a quid pro quo basis are in principle always deemed as improper. This includes benefits provided as gratitude for previous action(s).
Timing – If the benefit is offered at the time, or in close proximity, of decision-making relevant to XVIVO, for example a procurement exercise, any provision of a benefit would often be deemed as undue.
Personal relationships – It happens that personal relations are used as an explanation for benefits being provided and received. If the relations are mainly built on professional connections between the parties, the benefit may still be considered as undue.

Considering the criteria above, it is important that all benefits always meet the following requirements (noting that the below is not an exhaustive list):

• Must be modest, reasonable and infrequent so far as any individual recipient is concerned.
• Must not be given or received with the intent or prospect of influencing the recipient´s decision-making or other conduct.
• Must constitute normal business courtesy.
• Grants, donations and sponsorships must only be given if XVIVO does not receive, and is not perceived to receive, any consideration in return and shall always receive prior written approval from XVIVO’s CCO or Global R&D Director.
• Must comply with any applicable laws, including those which may apply to relevant public officials (see further section 4. below)

The following benefits are always prohibited:

• Cash or cash equivalents, such as gift vouchers.
• Benefits to public officials, including HCPs, in a position to influence procurement, purchasing, issuance of permits or other similar exercise of public power.
• Facilitation payments[5].
• Benefits used to contribute, directly or indirectly, to any political party, political candidate or political campaign.

It is important to recognise that anti-bribery legislation is more stringently applied in relation to the public sector and it is therefore important that you carefully read section 4. below.

We remind you that you shall always consult the Checklist in Appendix 2 prior to offering or accepting a benefit. In this regard, particularly note that some benefits require prior written approval. In case of uncertainties, always consult your closest manager.

3. Business Partners

XVIVO requires our Business Partners to abide by ethical standards in line with those of XVIVO and to comply with all applicable laws. Appropriate due diligence must be undertaken before any engagement with Business Partners. This is important since XVIVO could be held legally responsible for criminal acts conducted by our Business Partners. XVIVO may also conduct due diligence of already existing Business Partners. The level of due diligence is risk-based and will vary depending on the circumstances. Any risks identified by XVIVO when conducting the due diligence shall be evaluated. Personnel working with agents and other third parties should pay particular attention to unusual or suspicious circumstances that may indicate possible legal or ethics concerns, commonly referred to as “red flags” such as:

• Transactions involving a country or sector known for corrupt payments;
• Background checks that raise questions about a third party’s reputation, qualifications or trustworthiness;
• A third party suggested or recommended by a Government Official;
• Family or other relationships that could improperly influence the decision of a customer or Government Official;
• Compensation arrangements that are disproportionate, non-transparent or otherwise unusual; and
• A third party who objects to FCPA representations and warranties or other elements of this Policy.

The presence of red flags in a relationship or transaction requires greater scrutiny and implementation of safeguards to prevent and detect improper conduct.

Business Partners must be engaged through a fair and formal process and only when there is a legitimate need for the services provided by the Business Partner. The engagement shall be documented in a written contract that, where appropriate, includes anti-corruption requirements. Employees who manage, supervise and/or oversee the activities of third parties working with XVIVO are responsible for ensuring that such persons or entities understand and fully comply with this Policy, through appropriate measures. Business Partners may be required to complete Appendix 3 attached hereto prior to engaging in any activities with or on behalf of XVIVO.

4. Interaction with public officials and health care professionals

It is important that you recognize that Public Officials, including HCPs, are often subject to stricter rules and restrictions that do not apply to persons who operate in the private sector. Therefore, any interaction with Public Officials and HCPs – and particularly in relation to procurement, purchasing, permits and similar exercise of public power – requires particular attention by XVIVO, as well as you as an Employee or a Business Partner.

It is strictly prohibited to offer any form of benefit, either directly or indirectly, to any Public Official in the following situations:

a) In the context of an ongoing or imminent public procurement procedure;

b) In order to unduly influence the exercise of public authority, e.g., in connection with inspections, investigations and similar performed by authorities or public agencies.

Furthermore, it is strictly prohibited to offer, directly or indirectly through a third party, facilitation payments, irrespective of whether facilitation payments are legal in the country in question. An example of a facilitation payment is when a benefit is given to a Public Official in order to influence him/her to perform his/her professional duties in a certain way, e.g., to expedite the processing of a permit or licence application.

Benefits directed at public officials and HCPs shall always be dealt with in a very restrictive manner and require prior written approval from XVIVO’s CFO.

4.1 Health Care Professionals

Most countries have laws and regulations specific to the healthcare sector that prohibit using something of value that could influence referrals, recommendations or the purchase or order of a product or service. In addition, many countries have adopted industry codes that address different types of interactions with HCPs.

Entertainment and hospitality may be forbidden under the healthcare laws and local industry codes of some countries. It is important that you know and adhere to the rules and restrictions of applicable local laws, as well as this Policy, when interacting with HCPs. When entertainment and hospitality is permitted, it must always be subordinate in both time and focus to the purpose of the meeting.

All speaking engagements, consulting arrangements, appointments to advisory board, or other similar opportunity offered to a HCP must always be based on a legitimate business need, compensated in accordance with fair market value, permitted by the HCP’s own company policies and documented in a written contract reviewed by CCO. Contracts entered into with HCPs should, where appropriate, also include written anti-corruption requirements.

4.1.1 Cases

Q: We have invited an HCP to attend a training session at an approved XVIVO training site. The HCP is asking to stay at a luxury hotel. How should you respond to their request?

à Paying for accommodation in connection with a training session could be an acceptable practice depending on the circumstances, but monetary values must be consistent with industry standards. A luxury hotel most certainly is out of bounds and could be seen as an attempt to unduly influence the HCP. You should politely explain to the HCP that XVIVO has guidelines in place for the protection of both XVIVO and its business partners, and that such guidelines do not permit hotel accommodations of this type.

Q: A HCP working for one of XVIVO’s customers offers to volunteer as a speaker to talk about his experiences with XVIVO’s products at a few industry events. He is asking for a consultancy fee that is higher than standard but suggests that this engagement could help XVIVO gain a new order from his hospital. Can you proceed with the engagement?

–> Engaging a HCP for a service must never be, and must never be perceived to be, connected to the purchase of XVIVO’s products or services. Engaging the HCP under these circumstances is prohibited.

5. Procurement

Procurement and contracting decisions must always be based on the best value expected, considering XVIVO’s business requirements and interests, taking into account the merits of price, quality, performance, competence, and suitability. No Employee or Business Partner acting on XVIVO’s behalf may solicit or accept any financial or other advantage as an inducement or reward for any improper performance of duties related to procurement or contracting decisions.

6. Accurate Records

It is XVIVO’s policy to keep books and records that accurately and fairly reflect XVIVO’s transactions in reasonable detail. No false and inaccurate entries may be made in the books and records for any reason, and all payments and transactions, regardless of value, must be recorded accurately.

Any records provided by business partners, including HCPs, to XVIVO must be accurate and include reasonable details to exclude that any part of the invoiced amount finances potential undue benefits to any third party. XVIVO’s business partners shall retain, for a minimum period of five years, complete and accurate records of all costs incurred for their work performed on behalf of XVIVO.

7. Training

Training concerning this Policy is part of the introduction program for all new employees. In addition, XVIVO’s employees, members of the board, the management of XVIVO and Business Partners acting on behalf of XVIVO (such as, e.g., certain agents, distributors and retailers) are obliged to participate in, and pass, the regular anti-corruption training sessions offered by XVIVO.

8. Guidance and the reporting of violations

If you have any questions, you are encouraged to seek guidance from XVIVO’s CFO in relation to the content and/or interpretation of the Policy. If you as an Employee or Business Partner knows of any actual or potential violations of applicable laws or the Policy, you shall immediately report this either to XVIVO’s CFO or by using XVIVO’s whistleblowing channel, through which misconducts can be reported anonymously. XVIVO will protect anyone who report such violations in good faith. Retaliation in any form against an Employee or Business Partner who has, in good faith, reported a violation or possible violation of this Policy is strictly prohibited.

9. Implementation and maintenance

The board of directors of XVIVO is ultimately responsible for the implementation, compliance with and review of this Policy. The board of directors may designate any officer or other executive from time to time to assist with implementation of this Policy. The CFO is responsible for taking all measures necessary for an effective implementation of this Policy and for regular evaluations of its effectiveness as well as for submitting proposals to the board of directors of XVIVO to adopt improvements when deemed appropriate to ensure effectiveness.

Appendix 1
Appendix 2
Appendix 3

XVIVO Code of Conduct approved by the Board of Directors on October 19, 2023

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XVIVO Perfusion (XVIVO) Code of Conduct for Suppliers

XVIVO have more than 20 years of experience within the transplant industry and are dedicated to providing more effective, clinically proven and innovative products that both increase the availability of acceptable donor organs and improve survival after transplantation. This includes a sustainable way of working and doing business. XVIVO wants to offer attractive products and services without compromising on quality, service requirements, human rights, working conditions and the environment. This shall be reflected in XVIVOs always evolving relationship with its suppliers.

This Code of Conduct (CoC) is based on the principles of international standards such as the Universal Declaration on Human Rights, the Core Conventions of the International Labour Organisation (ILO), the OECD Guidelines for Multinational Enterprises and the 10 principles of the UN Global Compact. This CoC stipulates the minimum requirements that XVIVO’s suppliers shall respect and meet within their own operations and within their supply chain. XVIVO recognizes that reaching the standards established in this CoC is a dynamic process and encourages suppliers to continuously improve their operations. XVIVO will support its suppliers to meet the standards through dialogue and cooperation. Any supplier who does not meet the requirements in this CoC needs to discuss corrective actions openly with XVIVO.

XVIVO has following requirements.

1. Compliance with legal requirements

The supplier shall comply with all applicable national laws and regulations, industry minimum standards and any other relevant statutory requirements of the countries in which they operate. Should any requirements stipulated in this Code conflict with national legislation, the law shall take precedence.

2. Regular and voluntary employment

All employees shall be entitled to a written employment contract in a language they understand. The supplier does not use any form of forced labor. Employees have the right to leave the premises of the supplier after completing a standard workday and are free to terminate their employment provided that they give reasonable legal notice to the supplier.

3. Freedom of association and right to collective bargaining

All employees shall have the right to form, join and organize trade unions of their choice and to bargain collectively on their behalf with the supplier. The interests of the employees shall be respected without the fear of threats or harassment. In countries where the freedom of association is limited or under development, the supplier shall ensure that a freely elected employee representative can meet with management to discuss wages and workplace issues without negative consequences

4. Fair and equal treatment

All employees shall be treated with respect and dignity, based on their individual ability andqualifications. Any form of discrimination, on the ground of race, gender, age, religion, caste, national origin, disability, political affiliation, sexual orientation, family responsibilities, marital status, ethnicity or union membership, must not be tolerated. Employees shall not be subject to any physical, sexual, psychological or verbal harassment or inhuman treatment.

5. Fair remuneration and benefits

All employees shall be timely paid at least the national legal minimum wages. All employees shall also be provided legally mandated benefits, including holidays and leaves and statutory severance when employment ends. Deductions from wages and benefits as a disciplinary measure shall not be permitted. Agreements concerning remuneration and benefits should be comprehensible to the employees.

6. Decent working hours

Working hours shall not exceed the statutory limit. Overtime shall be voluntary, and always be compensated at a premium rate as defined by national law. In countries where working hours are not limited by national law, for the sector in question, adequate rest periods shall be regulated between the supplier and the employees.

7. Safe and healthy workplace

The supplier shall provide its employees with a working environment which is safe, hygienic and conductive to good health. As a minimum, potable drinking water, adequate lighting, temperature, ventilation, sanitation and personal protective equipment shall be provided together with securely equipped workstations. The supplier shall establish and follow clear procedures on occupational health and safety and take effective steps to prevent potential accidents and injury. If the supplier provides accommodation, it shall be clean and safe and meet the basic needs of the employees. Accommodation shall be clearly segregated from the production area and employees shall be able to enter and leave the accommodation freely at any hour.

8. No child labour

The supplier’s operations shall be free from child labour. No child below 15 years is allowed to work, subject to exceptions allowed by national or international law. If the supplier employs young workers, it shall demonstrate that the employment does not expose the young workers to undue physical risks that can harm physical, mental or emotional development.

9. Bribery and corruption not allowed

The supplier shall work to prevent all forms of corruption, including extortion and bribery. The supplier shall never, directly or through intermediaries, offer or promise any improper advantage in order to obtain or retain a business or other advantage from a third party. The supplier shall not, directly or through intermediaries, pay or accept bribes, arrange or accept kickbacks. The supplier shall not, directly or indirectly, offer gifts to XVIVO employees or persons representing XVIVO or anyone closely related to these, unless the gift is of insignificant value.

10. Anti-trust/Competition

The supplier shall always compete in the marketplace with respect for and in compliance with applicable competition laws and regulations. The Supplier shall not, directly or indirectly, including through an agent or other intermediary, engage in any anti-competitive practice(s), entailing any agreement, decision or practice which has as its object or effect the restriction or distortion of competition in any market. This includes, not least, entering into discussions or agreements with competitors concerning pricing, market sharing or other similar activities.

11. Caring for the environment

The supplier shall have procedures in place to secure compliance with the requirements of applicable environmental legislation and regulations. Also, the supplier shall have knowledge of the environmental impacts of its operations, and shall continuously strive to reduce impacts and improve environmental performance in a systematic way. Improvements should cover reduction of energy and water use, emissions and waste as well as the reduction and/or substitution of hazardous chemicals.

12. Implementation and monitoring

The supplier shall be expected to implement the principles described in this CoC in its own business or have at least equivalent standards adopted and conduct its business in accordance therewith. The supplier shall have a system in place to implement and communicate the principles within its supply chain. XVIVO should be allowed to assess its supplier’s compliance with this CoC by asking the supplier to provide relevant information and also by conducting audits and reviews of the supplier.

XVIVO believes in cooperation and is willing to work together with suppliers to meet the requirements in the XVIVO Code of Conduct for Suppliers.

Acceptance of the XVIVO Code of Conduct for Suppliers.

Modern Slavery Act Statement (UK)

This statement is made pursuant to section 54 of the Modern Slavery Act 2015 (the Act) and outlines steps taken by XVIVO Perfusion AB and its subsidiaries (together, ‘XVIVO’ or ‘the XVIVO Group’) to prevent modern slavery and human trafficking in our own operations and supply chain.

This statement relates to the financial year from 1 January 2024 to 31 December 2024 and covers the activities of XVIVO Perfusion AB (‘the parent entity’) and the following subsidiaries within the XVIVO group: XVIVO BV and XVIVO Perfusion Inc.

The Board of Directors of XVIVO Perfusion AB approved this statement on 10 December 2024.

Organisational structure and supply chains

XVIVO’s technologies and services enable clinicians and researchers around the world to preserve, transport and assess organs outside the body. Operating in the medical technology sector, XVIVO employs approximately 180 employees and has sales in more than 70 countries. XVIVO is headquartered in Gothenburg, Sweden and the parent company, XVIVO Perfusion AB, is listed on Nasdaq Stockholm. For more information about XVIVO, please visit: https://www.xvivogroup.com/about-us/.

XVIVO’s operations are conducted in three business areas: Thoracic (lung and heart transplantation), Abdominal (liver and kidney transplantation and perfusion services) and Services (organ recovery). Key operations include corporate functions in offices in Sweden, the Netherlands, Italy and the US; product development; and manufacturing and warehousing.

Product development primarily takes place in-house at XVIVO’s four global development centres: Gothenburg, Sweden (solutions); Lund, Sweden (heart); Groningen, Netherlands (kidney and liver); Denver, US (lung). Inhouse manufacturing and warehousing operations are located in the US, the Netherlands and Sweden.

XVIVO’s products are largely manufactured externally by carefully selected subcontractors. XVIVO’s manufacturing partners (tier 1 suppliers) are based in the US, Netherlands, Sweden, Switzerland and Germany. Specific parts for XVIVO’s products are sourced from a supplier based in China (tier 2). Other indirect suppliers in XVIVO’s value chain include those providing services and raw materials to our suppliers.

XVIVO has not yet undertaken a formal risk assessment relating to modern slavery or human trafficking in its business or supply chain, however we intend to do so in the next year. All countries where XVIVO has significant operations and all our manufacturing partners’ countries of operation are considered low risk for slavery, according to the Global Slavery Index 2023.[1]

Policies in relation to slavery and human trafficking

Code of Conduct

XVIVO’s Code of Conduct sets out our commitment to upholding high ethical standards in compliance with all applicable laws and regulations. This means acting in accordance with ethical guidelines and international instruments, including the UN Universal Declaration of Human Rights, the ILO Fundamental Principles and Rights at Work, the UN Global Company and the OECD Guidelines for Multinational Enterprises.

XVIVO prohibits the use of forced and child labour within its own operations and by its business partners. The Code applies to all XVIVO employees and temporary employees and XVIVO’s management oversees compliance with the CEO ultimately responsible. The Code of Conduct can be found at: https://www.xvivogroup.com/about-us/business-ethics-2/.

Code of Conduct for Suppliers

All suppliers are expected to meet minimum ethical requirements within their own operations and their supply chain, as set out in XVIVO’s Code of Conduct for Suppliers (‘the Supplier Code’).

The Code of Conduct for Suppliers is aligned with international human rights instruments and contains provisions relating to ethical labour practices. The Supplier Code prohibits suppliers from using any form of forced labour and requires suppliers establish mechanisms to implement and communicate its principles within its supply chain. XVIVO reserves the right to request information relating to the provisions of the Supplier Code and may conduct audits and reviews of suppliers. The Strategic Sourcing Director is responsible for the implementation of the Code of Conduct for Suppliers.

XVIVO’s Code of Conduct for Suppliers can be found at: https://www.xvivogroup.com/about-us/business-ethics/code-of-conduct-for-suppliers/.

Due diligence processes

With 25 years’ experience in the industry, XVIVO has built close partnerships with key suppliers, who are expected to meet high quality and ethical standards. These activities collectively contribute to mitigating the risk of modern slavery within XVIVO’s operations and supply chains.

All critical suppliers must align with the requirements set out in the Code of Conduct for Suppliers or equivalent ethical principles. XVIVO evaluates and selects major suppliers and subcontractors on their ability to meet the principles outlined in its overarching Code of Conduct.  XVIVO also requires that all distributors abide by the overarching Code of Conduct, which is attached to the Distributor Agreements.

XVIVO will support suppliers to meet ethical requirements through dialogue and co-operation. Suppliers who do not meet the principles of the Supplier Code or equivalent must discuss corrective actions with XVIVO. The Strategic Sourcing Director is ultimately responsible for overseeing supplier due diligence.

All employees and external stakeholders can report violations of the Code of Conduct or unlawful behaviour confidentially through XVIVO’s external whistleblower function. This can be accessed through XVIVO’s website: https://www.xvivogroup.com/.

XVIVO tracks the number of cases raised through its whistleblowing function. All reported cases are tracked and investigated. Where an ethical or legal violation is found to have taken place, XVIVO will take corrective measures. More information on whistleblowing cases is reported in XVIVO’s annual reporting which is available at: https://www.xvivogroup.com/investors/reports-and-presentations/

All XVIVO employees receive business conduct training to ensure all staff understand the behavioural standards expected of them. At present, Modern Slavery is implicitly rather than explicitly addressed as part of this training, which covers XVIVO’s Code of Conduct.

XVIVO acknowledges that effective due diligence is an ongoing process. XVIVO intends to review its due diligence processes and practices, as well as its training practices with respect to modern slavery, based on the outcome of its modern slavery risk assessment.

Christoffer Rosenblad

CEO

XVIVO Perfusion AB

Date: 9 January 2025