Resolutions at the Annual General Meeting in Medivir on 3 May 2017
Election of the board of directors and auditor
The annual general meeting in Medivir Aktiebolag (publ) on 3 May 2017 resolved, in accordance with the nomination committee's proposal, that the number of board members shall be six with no deputy board members. Anders Ekblom, Anders R Hallberg, Helena Levander and Anna Malm Bernsten were re-elected as board members and Bengt Julander and Bengt Westermark was elected as a new board members. Anna Malm Bernsten was re-elected as chairman of the board. Öhrlings 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 2,810,000 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). Board members who for the development of the company, and with extraordinary efforts, perform work for the company in addition to the ordinary board work shall, following a resolution by the board, be able to obtain reasonable compensation for such work, however not exceeding in total SEK 300,000.
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.
The annual general meeting resolved to appoint a nomination committee for the annual general meeting 2018 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 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.
Authorisation to repurchase the company’s own shares as well as to transfer shares
The board of directors withdrew its proposals regarding to repurchase the company’s own shares as well as to transfer shares. No resolutions were adopted.
Issue of warrants
The annual general meeting resolved, in accordance with the proposal of the board of directors, to issue warrants as part of an incentive programme to enable the staff to take part of and contribute to a positive value development for the company and to improve the possibilities for the company to keep and employ new competent and dedicated staff.
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 2016.
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 further information, please contact:
Ola Burmark, CFO Medivir AB, mobile: +46 (0)725-480 580.
The information was submitted for publication at 17.15 CET on 3 May 2017.
Medivir is a research-based pharmaceutical company with a focus on 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. Medivir is listed on the Nasdaq Stockholm Mid Cap List.