Resolutions at Medivir’s annual general meeting on 29 April 2010
29-Apr-10 Election of the board of directors
The annual general meeting in Medivir Aktiebolag (publ) on 29 April 2010 resolved, in accordance with the nomination committee's proposal, that the number of board members shall be five with no deputy board members. Björn C. Andersson, Ingemar Kihlström, Ron Long, Anna Malm Bernsten and Göran Pettersson were re-elected as board members. Göran Pettersson was re-elected chairman of the board.
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 1,715,000 allocated as follows. The chairman shall receive SEK 435,000 and other members that are not employed by the company shall receive SEK 185,000 each. Remuneration for work performed in relation to committees shall be paid in a total amount of not more than SEK 540,000, 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 165,000 to the remuneration committee (whereof SEK 65,000 to the convener of the committee and SEK 50,000 to each of the other two members) and SEK 165,000 to an additional committee (whereof SEK 65,000 to the convener of the committee and SEK 50,000 to each of the other two members), if such a committee turns out to be necessary.
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 shall consist of basic salary, potential performance-related pay, stock options in the stock option plans resolved by AGMs, pension and other benefits.
Option plan 2010/2013
The annual general meeting resolved, in accordance with the nomination committee's proposal, to approve an incentive plan, Option plan 2010/2013. Under the Plan, all employees are offered to acquire warrants on market terms. For each warrant acquired by the employee, the employee will be allotted one employee stock option 2010/2013 free of charge. In aggregate not more than 394,400 warrants will be issued within the scope of the Plan, whereof 171,500 warrants can be acquired by the employees on market terms, 9,200 warrants relate to the hedging of social security charges associated with the exercise of the warrants, 171,500 warrants relate to the delivery of employee stock options and 42,200 warrants relate to the hedging of social security charges associated with the exercise of the employee stock options. All warrants are issued free of charge to the wholly owned subsidiary Medivir Personal AB.
New share issue
The annual general meeting approved the resolution of the board of directors of 28 March 2010 to issue class B shares with pre-emptive rights for the shareholders. Through the new share issue, the share capital will be increased with not more than SEK 26 219 390 and the number of shares of class B will be increased with not more than 5 243 878. Each share, regardless of class, held on the record day entitles to one (1) subscription right and four (4) subscription rights entitle to subscription of one (1) new share of class B. The subscription price is SEK sixty two (62). The record date for the right to participate in the new share issue is 4 May 2010. Subscription for the new shares shall be made during the period 6 – 28 May 2010.
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 authorization. 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 2010/2011
The annual general meeting resolved to appoint a nomination committee for the annual general meeting 2011 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 are offered to appoint one representative each for the nomination committee. In addition, the chairman of the board shall be a co-opted member.
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 2009.
Appropriation of the company’s profit or loss
The annual general meeting resolved, in accordance with the nomination committee's proposal, that the accumulated loss of the company shall be carried forward.
For additional information, please contact
Rein Piir, CFO & VP Investor Relations, Medivir, +46 8 5468 3123 or +46 708 537292
For more information on Medivir, please see the company’s website: www.medivir.se