Today on 10 November 2025, Medivir AB (publ) (the "Company") held an extraordinary general meeting in Stockholm, whereby the resolutions below were adopted.
The general meeting was held at 7A Odenplan, Norrtullsgatan 6 in Stockholm. For more detailed information on the content of the resolutions, please see the complete notice of the extraordinary general meeting, that is available on the Company's website, www.medivir.se. Minutes of the extraordinary general meeting will be provided on the said website within two weeks from the date of the meeting.
Number of board members, election of board members and remuneration to the board of directors
The extraordinary general meeting resolved that the board shall consist of three ordinary board members without deputies. Uli Hacksell, Angelica Loskog and Anna Törner were re-elected as ordinary board members for the period until the next annual general meeting, with Uli Hacksell as chairman of the board.
Furthermore, the extraordinary general meeting resolved that remuneration for the period until the next annual general meeting shall be paid in the amount of SEK 450,000 to the chairman of the board of directors and SEK 185,000 to each of the other members, on a full-year basis (and proportionate to the remaining part of the term of office).
Reduction of share capital and adoption of new articles of association
The extraordinary general meeting resolved to reduce the share capital without cancellation of shares for allocation to non-restricted equity through (A) a resolution to amend the articles of association's limits for share capital and number of shares and (B) a resolution to reduce the Company's share capital by SEK 40,116,288.80. The reduction shall be carried out without cancellation of shares by changing the share's quota value from SEK 0.50 to SEK 0.15 per share.
The reduction amount shall be used for allocation to non-restricted equity. The reduction was carried out to reduce the share's quota value in order to enable a rights issue of common shares. After the reduction, the Company's share capital will amount to SEK 17,192,695.20 divided into 114,617,968 shares (before the rights issue), each share with a quota value of SEK 0.15.
The subsequent approval of the board of directors' resolution on a rights issue of new common shares
The extraordinary general meeting resolved to approve the board of directors' resolution on 8 October 2025 of a rights issue of new common shares with preferential rights for existing shareholders (the "Rights Issue").
Through the Rights Issue, the number of shares in the Company may increase by a maximum of 336,503,415 new common shares, entailing an increase in the Company's share capital by a maximum of SEK 50,475,512.25. Each shareholder registered in the Company on the record date is entitled to subscribe for common shares, whereby the holding of one (1) share entitles the holder to three (3) subscription rights.[1] One (1) subscription right entitles the holder to subscribe for one (1) common share.
The new shares will be issued at a price of SEK 0.45 per share. The record date for participation in the Rights Issue is 13 November 2025.
Subscription for shares based on subscription rights shall be made by cash payment during the period from 17 November 2025 to 2 December 2025.
The resolution of the Rights Issue requires an amendment of the articles of association. The extraordinary general meeting therefore resolved to adopt new articles of association (the articles of association were amended on further occasions during the extraordinary general meeting).
Resolution on authorisation regarding over-allotment issue
The extraordinary general meeting resolved to authorise the board of directors, for the period until the end of the next annual general meeting, on one or more occasions and with deviation from the shareholders' preferential rights, to resolve on a rights issue of common shares to enable over-allotment in the Rights Issue (the "Over-Allotment Issue"). The authorisation may only be used if the Rights Issue is fully subscribed and the Over-allotment Issue may not exceed SEK 20 million.
The resolution enables full allocation to Hallberg Management AB, which, in addition to its guarantee commitment, has undertaken to subscribe for shares without preferential rights in the Rights Issue corresponding to a total of SEK 20 million without compensation. The board of directors intends to use the authorisation if the Rights Issue is subscribed to such an extent that Hallberg Management AB is not allocated its full commitment in the Rights Issue. The terms and conditions of the Over-allotment Issue, including the subscription price, will be the same as in the Rights Issue.
Adoption of new articles of association
The extraordinary general meeting resolved to adopt new articles of association, whereby the limits for share capital and number of shares in the articles of association were amended. The new articles of association, which will apply after the Rights Issue has been completed, will have the following wording with regard to section 4, Share capital and shares:
The share capital shall be no less than SEK 60,000,000 and no more than SEK 240,000,000. The number of shares shall be no less than 400,000,000 and no more than 1,600,000,000.
[1] Shares held by the Company do not entitle the holder to participate in the Rights Issue.
For additional information, please contact;
Jens Lindberg
Chief Executive Officer
Mobile: +46 72 531 11 17
Email: jens.lindberg@medivir.com
Magnus Christensen
Chief Financial Officer
M: +46 73 125 06 20
Email: Magnus.Christensen@medivir.com
About Medivir
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 fostroxacitabine bralpamide (fostrox), a drug candidate designed to selectively treat cancer cells in the liver 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. Medivir's share (ticker: MVIR) is listed on Nasdaq Stockholm's Small Cap list. www.medivir.com.