NOTICE OF EXTRAORDINARY GENERAL MEETING OF VITROLIFE AB (publ)


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)


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Vitrolife is a global biotechnology/medical device Group that works with
developing, manufacturing and selling advanced products and systems for the
preparation, cultivation and storage of human cells, tissue and organs. The
company has business activities within three product areas: Fertility,
Transplantation and Stem Cell Cultivation. 
     The Fertility product area works with nutrient solutions (media),
cryopreservation products and advanced consumable instruments such as needles
and pipettes, for the treatment of human infertility. The Transplantation
product area works with solutions and systems to evaluate and maintain organs
outside the body order to select usable organs and keeping them in optimal
condition while waiting for transplantation. The Stem Cell Cultivation product
area works with media and instruments to enable the use and handling of stem
cells for therapeutic purposes. 
     Vitrolife today has approximately 150 employees and the company's products
are sold in more than 80 markets. The company is headquartered in Gothenburg,
Sweden, and there are subsidiaries in USA, Australia, France and Italy.
Production facilities are located in Sweden and USA. 
     The Vitrolife share is listed on NASDAQ OMX Stockholm, Small Cap.
________________________________________________________________________________
_________________________________________________
Vitrolife AB (publ), Box 9080, SE-400 92 Göteborg, Sweden. Corporate identity
number 556354-3452.
Tel: +46 31 721 80 00. Fax: +46 31 721 80 90. E-mail: info@vitrolife.com.
Homepage: www.vitrolife.com.

Vitrolife is required under the Swedish Securities Market Act to publish the
information in this press release. The information was submitted for publication
on 4 February 2009 at 8:00 am CET.

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

Attachments

090204_Proxy_Form_eng.pdf 02032405.pdf