Resolutions at the annual and extraordinary general meetings in Medivir on 5 May 2011
Election of the board of directors
The annual general meeting in Medivir Aktiebolag (publ) on 5 May 2011 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 1,520,000 allocated as follows. The chairman shall receive SEK 450,000 and other members that are not employed by the company shall receive SEK 200,000 each. Remuneration for work performed in relation to committees shall be paid in a total amount of not more than SEK 470,000, whereof SEK 145,000 shall be allocated to the audit committee (whereof SEK 80,000 to the convener of the committee and SEK 65,000 to the other member), 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 210,000 to the R&D committee (whereof SEK 80,000 to the convener of the committee and SEK 65,000 to each of the other one to two members).
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 2011/2012
The annual general meeting resolved to appoint a nomination committee for the annual general meeting 2012 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 2010.
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.
Authorisation to issue of shares with reference to the public offer concerning BioPhausia AB (publ)
The extraordinary general meeting resolved, in accordance with the nomination committee's proposal, to authorise the board, for the period until the next annual general meeting, on one or more occasions, to resolve on issuance of shares of series B with right and obligation to pay for the new shares by transfer (contribution in kind) to Medivir of shares in BioPhausia in connection with Medivir’s public offer concerning BioPhausia.
For additional information, please contact
Rein Piir, CFO & VP Investor Relations, Medivir, +46 708 537292.
For more information on Medivir, please see the company’s website: www.medivir.se
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