Notice of Annual General Meeting of Medivir AB (publ)

The shareholders in Medivir AB are hereby summoned to the annual general meeting
on Tuesday 3 May 2016 at 2 p.m. at the conference center 7A Centralen, Vasagatan
7, Stockholm.

Participation
Shareholders who wish to participate in the meeting must (a) be recorded in the
share register maintained by Euroclear Sweden AB on Wednesday 27 April 2016, and
(b), notify the company of their intention participate in the meeting not later
than on Wednesday 27 April 2016 in writing to Medivir AB, Blasieholmsgatan 2, SE
-111 48 Stockholm, Sweden. Such notification can also be made by telephone +46
(0)8-407 64 30, by e-mail enter@medivir.se or via the company’s web site at
www.medivir.se. The notification shall set forth the name, address, telephone
number (daytime), personal/corporate identity number, the number of shares held
and, when applicable, information about representatives and assistants.

As per the day of this notice, there are 26,966,037 shares outstanding in the
company, whereof 606,358 series A shares and 26,359,679 series B shares
corresponding to an aggregate of 32,423,259 votes. The company holds
130.000 treasury shares.

Shareholders represented by proxy shall issue a written and dated power of
attorney for the proxy or, should the right to vote for the shares be divided
among different representatives, the representatives, together with information
on the number of shares each representative is entitled to vote for. If the
power of attorney is issued on behalf of a legal entity, a certified copy of a
registration certificate for the legal entity (or corresponding document),
evidencing the authority to issue the proxy, shall be appended. The original of
the power of attorney and, when applicable, the registration certificate should
be sent to the company at the address indicated above, well before the meeting.
A proxy form is available at the company’s website, www.medivir.se, and is sent
to shareholders who so request.

Shareholders whose shares are registered in the name of a nominee through a bank
or a securities institution must re-register their shares in their own names to
be entitled to participate in the meeting. Such registration, which may be
temporary, must be duly effected in the share register maintained by Euroclear
Sweden AB on Wednesday 27 April 2016, and the shareholders must therefore advise
their nominees well in advance of this date.

The shareholders are reminded of their right to request information in
accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw.
aktiebolagslagen).

Proposed agenda

 1. Election of chairman of the meeting (see below).
 2. Preparation and approval of the voting list.
 3. Approval of the agenda.
 4. Election of two persons to approve the minutes of the meeting.
 5. Determination of whether the meeting has been duly convened.
 6. Report from the managing director Niklas Prager. Report from the chairman of
the board Birgitta Stymne Göransson concerning the work of the board and the
board´s committees.
 7. Presentation of the annual report and the auditor’s report as well as
consolidated annual accounts and the auditor’s report for the group.
 8. Resolution on approval of the profit and loss account and balance sheet as
well as the consolidated profit and loss account and consolidated balance sheet.
 9. Resolution on approval of allocations of the company’s profits or losses
according to the adopted balance sheet (see below).
10. Resolution on discharge from liability of the members of the board of
directors and the managing director.
11. Determination of the number of directors, deputy directors, auditors and
deputy auditors. (see below).
12. Determination of fees to be paid to the directors and the auditor (see
below).
13. Election of the directors, chairman of the board and auditor (see below).
14. The nomination committee’s proposal concerning nomination committee (see
below).
15. The board’s proposal on guidelines for remuneration to the management (see
below).
16. The board’s proposal regarding resolution on authorisation for the board to
resolve on new issue of shares (see below).
17. The board’s proposal regarding resolution on authorisation for the board of
directors to resolve to transfer of own shares (see below).

Allocation of the company’s balance (item 9)
The board of directors proposes that the company’s results shall be carried
forward.

Board of directors etc (items 1 and 11–13)
The nomination committee, comprising Maria Rengefors (Nordea Fonder and chairman
of the nomination committee), Anders M Hallberg (HealthInvest Partners AB), Bo
Öberg (shareholder of series A-shares and founder) and the chairman of the board
of directors of Medivir Birgitta Stymne Göransson, proposes the following:

  · Attorney at law Erik Sjöman to be appointed chairman of the meeting (item
1).
  · The board of directors shall consist of six members with no deputies. The
company shall have one auditor without deputy auditors (item 11).
  · The remuneration to the board of directors shall be paid in a total amount
of not more than SEK 2,750,000 allocated as follows. The chairman shall receive
SEK 575,000 and other members which are not employed by the company shall
receive SEK 240,000 each. Remuneration for work performed in relation to
committees is proposed to be paid in a total amount of not more than
SEK 655,000, whereof SEK 210,000 shall be allocated to the audit committee
(whereof SEK 80,000 to the summoner 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 summoner of the committee and SEK 50,000 to the other member) and
SEK 330,000 to the R&D committee (whereof SEK 90,000 to the summoner of the
committee and SEK 80,000 to each of the other three members). The nomination
committee, which considers that the board of directors during the coming year
should place certain focus on business development and other structural measures
that can be taken to create increased value for the shareholders, proposes that
the general meeting approves that board members that for such purpose performs
work for the company in addition to the ordinary board work, following
resolution by the board, will be able to obtain reasonable compensation for such
work, however not exceeding in total SEK 320,000 (item 12).
  · Remuneration to the auditor shall be paid in accordance with approved
invoices within the auditor’s quotation (item 12).
  · Re-election of members of the board Anders Ekblom, Anders R Hallberg, Johan
Harmenberg, Helena Levander and Anna Malm Bernsten and election of Thomas
Axelsson. Birgitta Stymne Göransson and Bertil Samuelsson have declined re
-election (item 13).
  · Election of Anna Malm Bernsten as chairman of the board (item 13).
  · Re-election of the auditing company Öhrlings PricewaterhouseCoopers AB for
the period up to the end of the annual general meeting to be held 2017 (item
13).

Further information on the proposed members of the board is available at
www.medivir.se.

Nomination committee (item 14)
The nomination committee proposes that the annual general meeting shall resolve
to appoint a nomination committee for the annual general meeting 2017 mainly in
accordance with the same procedure as the preceding year.

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 member of the
nomination committee. If a shareholder chooses not to exercise the right to
appoint a representative, the right shall pass on to the largest shareholder in
respect of voting power who has not appointed a representative. The nomination
committee is to elect a chairman among its members to lead the work of the
committee.

If any of the shareholders who has appointed a member of the nomination
committee sells a not insignificant part of its shareholding during the
nomination committees’ term or for any other reason ceases to be a larger
shareholder with rights to appoint a member of the nomination committee, the
member appointed by such shareholder should resign from the nomination
committee. This member shall then be replaced by a member appointed by the
shareholder who, based on voting power following the sale, instead is one of the
three largest shareholders in the company. If such shareholder does not utilise
its right to appoint a member of the nomination committee, the above described
procedure shall be applied.

In the event a member no longer represents the shareholder who appointed him or
her, or otherwise resigns from the nomination committee prior to the completion
of the nomination committee’s work, the shareholder shall be given the
opportunity to appoint a new member of the nomination committee.

The nomination committee shall pursue the tasks that, according to the Swedish
Code of Corporate Governance, are the responsibility of the nomination
committee.

Guidelines for remuneration to the management (item 15)
The board proposes remuneration guidelines for senior executives that generally
correspond to the guidelines that have been applied up to now. 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 fixed salary, variable salary, incentive
programmes resolved by the general meeting, pension and other benefits. The
fixed salary shall relate to individual responsibilities and experience. In
order to facilitate the company’s long-term value creation, variable
remunerations shall be based on pre-determined and measurable criteria. The
variable cash remuneration may not exceed 50% of the annual fixed salary. In
addition, in respect of up to half of the highest possible variable cash
compensation, senior executives who choose to invest variable cash remuneration
in Medivir shares may be compensated by the company for the tax payable on such
remuneration such that the net amount which the senior executive invests in
Medivir shares equals the remuneration before tax.

Authorisation to issue new shares (item 16)
The board of directors proposes that the annual general meeting resolves 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 series B to an
amount not exceeding in total 10 per cent of the total number of outstanding
series B shares in the company following utilisation 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.

Resolution regarding authorisation for the board of directors to resolve to
transfer of own shares (item 17)
The board of directors proposes that the annual general meeting authorises the
board of directors to resolve, on one or several occasions until the next annual
general meeting, to transfer (sell) own shares. Transfers may be carried out on
Nasdaq Stockholm at a price within the price range applicable, i.e. the range
between the highest purchase price and the lowest selling price. Transfers may
also be made in other ways, with or without preferential rights for the
shareholders, against cash payment or against payment through set-off or in
kind, or otherwise on special conditions. Upon such transfers, the price shall
be established so that it is not below market terms. However, a discount to the
stock market price may apply, in line with market practice. Transfers of own
shares may be made of up to such number of shares as is held by the company at
the time of the board of director's resolution regarding the transfer.

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.

Documentation
The annual report and other supporting documentation for resolutions will be
available at the company’s offices, Blasieholmsgatan 2, 111 48 Stockholm, at
latest three weeks prior to the general meeting and will be sent to shareholders
who so request and who have specified their postal address. This notice is a
translation of a Swedish notice and in case of any deviations between the both
language versions, the Swedish version shall prevail.

Stockholm, March 2016
Medivir AB (publ)
The board of directors