Resolutions at the Annual General Meeting in Medivir on 5 May 2021
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 5 May 2021 resolved to approve the profit and loss accounts and balance sheets for the financial year 2020. The persons who had been board members and managing directors were discharged from liability with respect to their respective management of the company for the financial year 2020.
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 should be carried forward.
Remuneration to the board of directors and auditor
The annual general meeting resolved, in accordance with the nomination committee’s proposal, that the remuneration to the board shall be paid in a total amount of not more than SEK 1,675,000 annually, allocated as follows. The chairman shall receive SEK 675,000 and other board members not employed by the company shall receive SEK 250,000 each. 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 five with no deputy board members and that the number of auditors shall be one with no deputies.
Further, the annual general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect Uli Hacksell, Lennart Hansson, An van Es Johansson and Bengt Westermark and to elect Yilmaz Mahshid as members of the board. Uli Hacksell was elected as chairman of the board. Helena Levander and Bengt Julander resigned from the board after having declined re-election.
The annual general meeting resolved, in accordance with the nomination committee’s proposal and the board of directors’ recommendation, to re-elect Öhrlings PricewaterhouseCoopers AB as the company’s auditor.
The annual general meeting resolved on an instruction for the nomination committee for the annual general meeting 2022 substantially in accordance with the instruction of 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 member each for the nomination committee. In addition, the chairman of the board shall be included as a member of the nomination committee.
The board of directors’ remuneration report
The annual general meeting resolved to approve of the board of directors’ remuneration report.
Amendments to the articles of association
The annual general meeting resolved, in accordance with the board’s proposal, to adopt new articles of association in which the limits of the share capital and number of shares are amended and the board is enabled to collect powers of attorney and to resolve that the shareholders shall be entitled to exercise their voting rights by post prior to a general meeting.
The annual general meeting further resolved, in accordance with the board’s proposal, to authorize the board, up and until the next annual general meeting, on one or several occasions and with or without pre-emptive rights for shareholders, to resolve on the issue of new shares of series B, comprising a total of not more than 20 per cent of the total number of outstanding shares in the company after the utilization of the authorization.
The purpose of the authorization is to provide flexibility to the board in its work to ensure that the company can appropriately raise capital for the financing of the business. Issuances of new shares under the authorization shall be made on market terms.
Reduction of the share capital
The annual general meeting resolved, in accordance with the board’s proposal, to reduce the company’s share capital by SEK 188,461,091.195635 for transfer to the company’s non-restricted equity. The reduction shall take place without withdrawal of shares and without repayment to the shareholders. After the reduction of the share capital, the company’s share capital will amount to SEK 27,867,825.5 and the number of shares will be 55,735,651. The reduction implies a reduction in the quota value of the shares from approximately SEK 3.881338 to SEK 0.5.
Issue of warrants of series 2021:1
Lastly, the annual general meeting resolved, in accordance with the board’s proposal, 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.
More information about the resolutions is available in the notice and the complete proposals comprised therein which are available on the company’s website, www.medivir.com.
For additional information, please contact
Magnus Christensen, Interim CEO and CFO
Telephone: +46 8 5468 3100
Medivir in brief
Medivir develops innovative drugs with a focus on cancer where the unmet medical needs are high. The drug candidates are directed toward indication areas where available therapies are limited or missing and there are great opportunities to offer significant improvements to patients. Medivir is focusing on the development of MIV-818, a pro-drug designed to selectively treat liver cancer cells and to minimize side effects.
Collaborations and partnerships are important parts of Medivir’s business model, and the drug development is conducted either by Medivir or in partnership. Birinapant, a SMAC mimetic, is exclusively outlicensed to IGM Biosciences (Nasdaq: IGMS) to be developed in combination with IGM-antibodies for the treatment of solid tumors. Medivir’s share (ticker: MVIR) is listed on Nasdaq Stockholm’s Small Cap list. www.medivir.com.