Resolutions at the Annual General Meeting in Medivir on 3 May 2018
Approval of profit and loss accounts and balance sheets, and discharge from liability of the board members and the managing director
The annual general meeting in Medivir Aktiebolag (publ) on 3 May 2018 resolved to approve the profit and loss account and balance sheet as well as the consolidated profit and loss account and consolidated balance sheet for the financial year 2017. The persons who had been board members and managing director were discharged from liability with respect to their respective management of the company for the financial year 2017.
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.
Remuneration to the board of directors and auditor
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 be paid in a total amount of not more than SEK 2,590,000 allocated as follows. The chairman shall receive SEK 625,000 and other members who are not employed by the company shall receive SEK 240,000 each. Remuneration for work performed in relation to committees shall be paid in a total amount of SEK 525,000, whereof SEK 230,000 shall be allocated to the audit committee (whereof SEK 80,000 to the chairman of the committee and SEK 75,000 to each of the other two members), SEK 125,000 to the remuneration committee (whereof SEK 75,000 to the chairman of the committee and SEK 50,000 to the other member) and SEK 170,000 to the R&D committee (whereof SEK 90,000 to the chairman of the committee and SEK 80,000 to the other member). The annual general meeting also resolved that remuneration to the auditor shall be paid in accordance with approved invoices within the auditor’s quotation.
Election of the board of directors and auditor
The annual general meeting resolved, in accordance with the nomination committee's proposal, that the number of board members shall be seven with no deputy board members. Anders R Hallberg, Bengt Julander, Helena Levander, Anna Malm Bernsten and Bengt Westermark were re-elected and Uli Hacksell and Lennart Hansson were elected as new members of the board. Anna Malm Bernsten was re-elected as chairman of the board. Öhrlings PricewaterhouseCoopers AB was re-elected as auditor.
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 2019 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.
Authorization on new issue with deviation from the shareholders’ pre-emptive rights
The annual general meeting resolved, in accordance with the board’s proposal, to authorize the board, on one or several occasions and for the period up to the annual general meeting 2019, to resolve to issue new shares of series B with deviation from the shareholders’ pre-emptive rights. The reason for the authorization, including the deviation from the shareholders’ pre-emptive rights, is to enable payment of so-called milestone payments with the company's own shares. The authorization also aims at providing flexibility regarding the possibility of carrying out additional capital raise, extending the company's shareholder base, through directed new share issues against cash payment. The total number of shares that may be issued under the authorization shall total not more than 20 percent of the number of shares of series B issued as per the date of the meeting, of which not more than 10 percent may relate to potential directed share issues against cash payment. Accordingly, new share issues shall, within the above-mentioned limits, be made against cash payment or, in relation to milestone payments, against payment by way of set-off. Issuances of new shares under the authorization shall be made on market terms and conditions.
Authorization on new issue with pre-emptive rights for the shareholders
The annual general meeting further resolved, in accordance with the board’s proposal, to authorize the board, for the period up to the annual general meeting 2019, to resolve to issue new shares of series B. The total number of shares that may be issued under the authorization shall be within the limits of the articles of association, as applicable from time to time, and shall be issued with pre-emptive rights for the company’s shareholders. The reasons for the authorization are to increase Medivir’s flexibility and possibility to advance more rapidly the development of the company’s clinical portfolio and to enable the board to issue new shares of series B without diluting the holdings of the company’s existing shareholders. Issuances of new shares under the authorization shall be made on market terms and conditions.
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 program through which employees can take part of and contribute to a positive value increase of the company’s share during the period of the proposed program, and the company shall be able to retain and recruit competent and dedicated staff.
For further information, please contact:
Christine Lind, CEO Medivir AB, phone: +46 (0)8 5468 3100
Erik Björk, CFO Medivir AB, phone: +46 (0)72 228 2831
The information was submitted for publication at 16.15 CET on 3 May 2018.
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 needs. Medivir is listed on the Nasdaq Stockholm Mid Cap List (ticker: MVIR). www.medivir.com.