Resolutions at the Annual General Meeting in Medivir on 5 May 2015

Regulatory News:

Medivir (STO:MVIRB):

Election of the board of directors and auditor

The annual general meeting in Medivir Aktiebolag (publ) on 5 May 2015 resolved, in accordance with the nomination committee's proposal, that the number of board members shall be seven with no deputy board members. Anders Hallberg, Anna Malm Bernsten, Birgitta Stymne Göransson, Anders Ekblom and Bertil Samuelsson were re-elected as board members and Johan Harmenberg and Helena Levander were elected as new board members. Birgitta Stymne Göransson was re-elected chairman of the board. PricewaterhouseCoopers AB was re-elected as auditor.

Remuneration to the board of directors

The annual general meeting also resolved on remuneration to the board of directors in accordance with the nomination committee's proposal. The remuneration to the board shall amount to not more than SEK 2,750,000 allocated as follows. The chairman shall receive SEK 575,000 and the other members entitled to remuneration shall receive SEK 240,000 each. Remuneration for work performed in relation to committees shall be paid in a total amount of SEK 735,000, whereof SEK 210,000 shall be allocated to the audit committee (whereof SEK 80,000 to the convener of the committee and SEK 65,000 to each of the other two members), SEK 115,000 to the remuneration committee (whereof SEK 65,000 to the convener of the committee and SEK 50,000 to the other member) and SEK 410,000 to the R&D committee (whereof SEK 90,000 to the convener of the committee and SEK 80,000 to each of the other four members).

Remuneration guidelines for senior executives

The annual general meeting approved the proposal of the board of directors on remuneration guidelines for senior executives. Under the guidelines, the company shall offer a total remuneration on market norms and enable skilled senior executives to be hired and retained. The remuneration to senior executives may consist of basic salary, variable salary, incentive programmes resolved by the general meeting, pension and other benefits.

Authorisation to issue new shares

The annual general meeting resolved, in accordance with the nomination committee's proposal, to authorise the board, for the period up to the next annual general meeting, to adopt decisions, whether on one or several occasions and whether with or without pre-emption rights for the shareholders, to issue new shares of class B to an amount not exceeding in total 10 per cent of the total number of outstanding class B-shares in the company following utilization of the authorisation. New issue may be made with or without provisions concerning non-cash consideration, set-off or other provision specified in Chapter 13 Section 5, first paragraph, 6, of the Swedish Companies Act. The purpose of the authorisation is to provide the board with flexibility in its work to secure that the company, in a suitable way, can be provided with capital for the financing of the business, acquisitions of companies and products, and to enable a broadening of the ownership of the company.

Nomination committee

The annual general meeting resolved to appoint a nomination committee for the annual general meeting 2016 substantially in accordance with the same procedure as the preceding year. In brief, this entails that the chairman of the board shall contact the three largest shareholders in respect of voting power by the end of the third quarter. These three shareholders shall be offered to appoint one representative each for the nomination committee. In addition, the chairman of the board shall be included as a member of the nomination committee.

Authorisation to repurchase and transfer shares

The annual general meeting resolved to authorize the board of directors to resolve to repurchase, on one or several occasions until the next annual general meeting, as many own shares as may be purchased without the company’s holding at any time exceeding 10 per cent of the total number of shares in the company. Further, it was resolved to authorize the board of directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares.

The purpose of the authorisation to repurchase own shares is to promote an efficient capital usage and ownership structure in the company and to provide flexibility as regards the company’s possibilities to distribute capital to its shareholders. The purpose of the authorisation to transfer own shares is to enable the board of directors to make acquisitions of companies and products, a broadening of the ownership of the company or for use in the context of the company’s incentive programmes.

Long-term incentive programme

The board of directors withdrew its proposal on the renewal of the long-term incentive programme. No resolution was adopted.

Approval of profit and loss accounts and balance sheets, and discharge from liability of the board members and the managing director

The profit and loss account and balance sheet as well as the consolidated profit and loss account and consolidated balance sheet were approved, and the managing director and the board members were discharged from liability with respect to their respective management of the company for financial year 2014.

Appropriation of the company’s profit or loss

The annual general meeting resolved, in accordance with the board's proposal, that the company’s results shall be carried forward.

Medivir is required under the Securities Markets Act to make the information in this press release public. The information was submitted for publication at 16.45 CET on 5 May 2015.

About Medivir

Medivir is a research based pharmaceutical company with a research focus on infectious diseases and oncology. We have a leading competence within protease inhibitor design and nucleotide/nucleoside science and we are dedicated to develop innovative pharmaceuticals that meet great unmet medical need. Our commercial organization provides a growing portfolio of specialty care pharmaceuticals on the Nordic market. Medivir is listed on the Nasdaq Stockholm Mid Cap List.

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