Resolutions at the annual general meetings in Medivir on 8 May 2014


Election of the board of directors and auditor
The annual general meeting in Medivir Aktiebolag (publ) on 8 May 2014 resolved,
in accordance with the nomination committee's proposal, that the number of board
members shall be seven with no deputy board members. Björn C. Andersson, Anders
Hallberg, Anna Malm Bernsten, and Birgitta Stymne Göransson were re-elected as
board members and Anders Ekblom, Niklas Prager and Bertil Samuelsson were
elected as new board members. Birgitta Stymne Göransson was elected chairman of
the board. PricewaterhouseCoopers AB was re-elected as auditor.

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 2,530,000 allocated
as follows. The chairman shall receive SEK 500,000 and the other members
entitled to remuneration shall receive SEK 230,000 each. Remuneration for work
performed in relation to committees shall be paid in a total amount of SEK
650,000, 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 the other two members) and SEK
275,000 to the R&D committee (whereof SEK 80,000 to the convener of the
committee and SEK 65,000 to each of the other three members). For board members
resident outside of Europe, in addition to the ordinary remuneration,
compensation of SEK 20,000 shall be paid per physical board meeting. However,
such additional compensation shall never exceed SEK 100,000 per year.

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
The annual general meeting resolved to appoint a nomination committee for the
annual general meeting 2015 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.

Long-term incentive programme
The annual general meeting resolved, in accordance with the board's proposal, to
adopt a long-term incentive programme for employees of Medivir and authorise the
board to issue warrants as a hedge for the long-term incentive programme.

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 2013.

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.

For additional information, please contact:
Rein Piir, EVP Corporate Affairs & IR, Medivir, +46 708 537292.

For more information on Medivir, please see the company’s website:
www.medivir.com

About Medivir
Medivir is an emerging research-based pharmaceutical company focused on
infectious diseases. Medivir has world class expertise in polymerase and
protease drug targets and drug development which has resulted in a strong
infectious disease R&D portfolio. The Company’s key pipeline asset is
simeprevir, a novel protease inhibitor for the treatment of hepatitis C that is
being developed in collaboration with Janssen R&D Ireland. The company is also
working with research and development in other areas, such as bone disorders and
neuropathic pain. Medivir has also a broad product portfolio with prescription
pharmaceuticals in the Nordics.

Attachments

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