Resolutions at Medivir's annual general meeting on 29 April 2010


Resolutions at Medivir's annual general meeting on 29 April 2010

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

Pièces jointes

04292548.pdf