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Resolutions at the annual general meeting in Medivir on 6 May 2013

Election of the board of directors and auditor
The annual general meeting in Medivir Aktiebolag (publ) on 6 May 2013 resolved, in accordance with the nomination committee's proposal, that the number of board members shall be eight with no deputy board members. Björn C. Andersson, Rolf A. Classon, Anders Hallberg, Ingemar Kihlström, Anna Malm Bernsten, and Göran Pettersson were re-elected as board members and Birgitta Stymne Göransson and Bo Öberg were elected as new board members. Göran Pettersson 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 2,605,000 allocated as follows. The chairman shall receive SEK 470,000 and the other members entitled to remuneration shall receive SEK 210,000 each. Remuneration for work performed in relation to committees shall be paid in a total amount of SEK 665,000, whereof SEK 275,000 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 three 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 275,000 to the R&D committee (whereof SEK 80,000 to the convener of the committee and SEK 65,000 to each of the other three members). For board members resident outside of Europe (this currently applies to board member Rolf A. Classon), in addition to the ordinary remuneration, compensation of SEK 20,000 shall be paid per physical board meeting. However, such additional compensation shall never exceed SEK 100,000 per year.

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 2014 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.

Long-term incentive programme
The annual general meeting resolved, in accordance with the board's proposal, to adopt a long-term incentive programme for employees of Medivir and authorise the board to issue warrants as a hedge for the long-term incentive programme.

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 2012.

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.

For more information please contact:
Rein Piir, EVP Corporate Affairs & IR
Mobile: +46 708 537 292

About Medivir
Medivir is an emerging research-based pharmaceutical company focused on infectious diseases.
Medivir has world class expertise in polymerase and protease drug targets and drug development which has resulted in a strong infectious disease R&D portfolio. The Company’s key pipeline asset is simeprevir, a novel protease inhibitor in late phase III clinical development for hepatitis C that is being developed in collaboration with Janssen R&D Ireland. Medivir has also a broad product portfolio with prescription pharmaceuticals in the Nordics.

For more information about Medivir AB, please visit the Company’s website: www.medivir.com

Medivir is a collaborative and agile pharmaceutical company with an R&D focus on infectious diseases and a leading position in hepatitis C. We are passionate and uncompromising in our mission to develop and commercialize innovative pharmaceuticals that improve people’s lives.



Page updated 15 maj 2017