Medivir : Notice of AGM 2024

No�ce of Annual General Mee�ng of Medivir AB (publ)

The shareholders of Medivir AB (publ), reg. no. 556238-4361, with its registered office in Huddinge, Stockholm, are hereby summoned to the annual general mee�ng on Tuesday 7 May 2024 at 14.00 CEST at Helio GT30, Grev Turegatan 30, Stockholm, Sweden.

Shareholders can par�cipate in the annual general mee�ng by atending the venue in person or by vo�ng in advance (postal vo�ng).

Right to par�cipate in the annual general mee�ng and no�ce ofpar�cipa�on

Participation in the annual general meeting at the venue

A shareholder who wishes to par�cipate in the annual general mee�ng at the venue in person or represented by a proxy must (i) be recorded in the share register maintained by Euroclear Sweden AB rela�ng to the circumstances on 26 April 2024, and (ii) no later than 30 April 2024 give no�ce by post to Medivir AB, "Annual general mee�ng", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, by telephone +46 (0)8 402 92 37 or by the company's webpage www.medivir.com. When providing such no�ce, the shareholder should set forth the name, address, telephone number (day�me), personal/corporate iden�ty number, the number of shares held and, when applicable, informa�on about representa�ves and assistants.

If a shareholder is represented by proxy, a writen, dated proxy for the representa�ve must be issued, should the right to vote for the shares be divided among different representa�ves, the representa�ves, together with informa�on on the number of shares each representa�ve is en�tled to vote for. A proxy form is available on the company's webpage, www.medivir.com. If the proxy is issued by a legal en�ty, a cer�ficate of registra�on or equivalent cer�ficate of authority should be enclosed. To facilitate the registra�on at the annual general mee�ng, the proxy and the cer�ficate of registra�on or equivalent cer�ficate of authority should be sent to the company as set out above so that it is received no later than 6 May 2024.

Participation by advance voting

A shareholder who wishes to par�cipate in the annual general mee�ng by advance vo�ng must (i) be recorded in the share register maintained by Euroclear Sweden AB rela�ng to the circumstances on 26 April 2024, and (ii) no�fy its inten�on to par�cipate in the annual general mee�ng no later than 30 April 2024, by cas�ng its advance vote in accordance with the instruc�ons below so that the advance vote is received by Euroclear Sweden AB no later than on that day.

A shareholder who wishes to par�cipate in the annual general mee�ng at the venue in person or represented by a proxy must give no�ce thereof in accordance with what is set out under Participation in the annual general meeting at the venue above. This means that a no�fica�on by advance vote is not sufficient for a person who wishes to par�cipate at the venue.

A special form shall be used when advance vo�ng. The advance vo�ng form is available on the company's webpage www.medivir.com. A completed and signed form must be received by Euroclear Sweden AB no later than 30 April 2024. The form may be submited via e-mail to GeneralMee�ngService@euroclear.com or by post to Medivir AB, "Annual general mee�ng", c/o Euroclear Sweden AB, Box 191, SE-101 23

Stockholm, Sweden. Shareholders may also cast their advance votes electronically through BankID verifica�on via Euroclear Sweden AB's webpage; htps://anmalan.vpc.se/EuroclearProxy.

The shareholder may not provide special instruc�ons or condi�ons in the vo�ng form. If so, the vote (i.e. the advance vote in its en�rety) is invalid. Further instruc�ons and condi�ons are included in the form for advance vo�ng.

If a shareholder votes in advance by proxy, a writen and dated proxy shall be enclosed to the advance vo�ng form. Proxy forms are available on the company's webpage www.medivir.com. If the shareholder is a legal en�ty, a cer�ficate of incorpora�on or an equivalent cer�ficate of authority should be enclosed. If a shareholder has voted in advance and then atends the annual general mee�ng in person or through a proxy, the advance vote is s�ll valid except to the extent the shareholder casts votes during the annual general mee�ng or otherwise withdraws its casted advance vote. If the shareholder chooses to par�cipate in a vo�ng during the annual general mee�ng, the submited advance vote will be replaced by the vote cast at the annual general mee�ng.

For ques�ons regarding the annual general mee�ng or to have the advance vo�ng form sent by post, please contact Euroclear Sweden AB on telephone +46 (0)8 402 92 37 (Monday-Friday,09.00-16.00 CEST).

Nominee-registered shares

To be en�tled to par�cipate in the annual general mee�ng, a shareholder whose shares are held in the name of a nominee must, in addi�on to providing no�fica�on of par�cipa�on, register its shares in its own name so that the shareholder is recorded in the share register rela�ng to the circumstances on 26 April 2024. Such registra�on may be temporary (so-called vo�ng right registra�on) and is requested from the nominee in accordance with the nominee's procedures and in such �me in advance as the nominee determines. Vo�ng right registra�ons completed by the nominee not later than 30 April 2024 are taken into account when preparing the register of shareholders.

Shareholders' right to request informa�on

Shareholders are reminded of their right to, at the annual general mee�ng, obtain informa�on from the board of directors and the managing director in accordance with Chapter 7 Sec�on 32 of the Swedish Companies Act (Sw. aktiebolagslagen).

Number of shares and votes

As of the date of this no�ce there are 112 053 218 ordinary shares in the company that en�tle to one vote each. The company holds 864 570 own class C shares that en�tle to 1/10 vote each. The Company holds 11 413 own ordinary shares and 864 750 own class C shares.

Proposed agenda

1. Opening of the mee�ng.
2. Elec�on of chairman of the mee�ng.
3. Prepara�on and approval of the vo�ng list.
4. Elec�on of two persons who shall approve the minutes of the mee�ng.
5. Approval of the agenda.
6. Determina�on of whether the mee�ng has been duly convened.
7. Reports from the managing director and the chairman of the board.

1. Presenta�on of the annual report and the auditor's report as well as the consolidated annual accounts and the auditor's report for the group.
2. Resolu�on on approval of the profit and loss account and balance sheet as well as the consolidated profit and loss account and consolidated balance sheet.
3. Resolu�on on approval of alloca�ons of the company's profits or losses according to the adopted balance sheet.
4. Resolu�on on discharge from liability of the members of the board of directors and the managing director.
5. Determina�on of the number of directors and auditors.
6. Determina�on of fees to be paid to the directors and the auditor.
7. Elec�on of the members of the board of directors The nomina�on commitee's proposal:
8. 1. Uli Hacksell (re-elec�on)
   2. Lennart Hansson (re-elec�on)
   3. Bengt Westermark (re-elec�on)
   4. Yilmaz Mahshid (re-elec�on)
   5. Angelica Loskog (new elec�on)
   6. Anna Törner (new elec�on)
9. Elec�on of the chairman of the board.
   The nomina�on commitee proposes that Uli Hacksell is re-elected as chairman of the board.
10. Elec�on of the auditor.
11. The board of directors' proposal regarding guidelines for compensa�on to senior execu�ves.
12. Presenta�on of the board of directors' remunera�on report for approval.
13. The board of directors' proposal regarding authoriza�on for the board to resolve on new share issues.
14. The board of directors' proposal regarding a long-term incen�ve program in the form of a share matching program (LTIP 2024).
15. Closing of the mee�ng.

Elec�on of chairman of the mee�ng (item 2)

The nomina�on commitee, comprising Karl Tobieson (Linc AB, chairman), Richard Torgerson (Nordea Investment Funds), Stefan Bengtsson (CA Fas�gheter AB) and the chairman of the board of directors, Uli Hacksell, proposes Uli Hacksell, or the person appointed by the board of directors if he has an impediment to atend, to be appointed chairman of the mee�ng.

Alloca�on of the company's balance (item 10)

The board of directors proposes that the company's results shall be carriedforward.

Determina�on of the number of directors, deputy directors, auditors and deputy auditors (item 12) The nomina�on commitee proposes that the board of directors shall consist of six members with no depu�es. The company shall have one auditor without deputy auditors.

Determina�on of fees to be paid to the directors and the auditor (item13)

The nomina�on commitee proposes that the remunera�on to the board of directors shall be paid in a total amount of not more than SEK 1, 990 000 (1,730,000) annually allocated as follows (fees for 2023 within brackets). The chairman shall receive SEK 690,000 (690,000) and other board members not employed by the company shall receive SEK 260,000 (260,000) each.

The remunera�on to the auditor is proposed to be paid in accordance with approved invoices within the auditor's quota�on.

Elec�on of the directors and elec�on of chairman of the board (item 14 and15)

The elec�on commitee proposes re-elec�on of Uli Hacksell, Lennart Hansson, Bengt Westermark, Yilmaz Mahshid and new elec�on of Angelica Loskog and Anna Törner. The elec�on commitee further proposes re-elec�on of Uli Hacksell as the chairman of the board.

Angelica Loskog

Born 1973. Doctoral degree in clinical immunology from Uppsala University. Angelica Loskog has 25 years of experience from academic drug development in immuno-oncology and is an adjunct professor of immunotherapy at Uppsala University. Angelica is CEO for Lokon Pharma since 2012, scien�fic advisor at the investment company Nextobe and has >10 years of experience of board work from privately owned biotech companies such as Chemilia, Bioimics, Vivolux (chairman of the board), Repos Pharma (chairman of the board), Tanea Medical, Aros Biotech, Lokon Pharma, and listed company Hansa Biopharma.

Shares in Medivir: No possession. Independent in rela�on to the company and company management and the company's major shareholders.

Anna Törner

Born 1963. Doctoral degree from Karolinska Ins�tutet/MEB focus on sta�s�cs, MScs in pharmacy and mathema�cal sta�s�cs. Broad experience in pharmaceu�cal development and especially regulatory affairs from work at regulatory authori�es, pharmaceu�cal companies and from consul�ng ac�vi�es. Founder of the consul�ng company SDS Life Science which is specialized on expert services in drug development and sta�s�cs. Large interest in the design of clinical studies and government communica�on. Board member in MedCap, Respiratorius, Akiram.

Shares in Medivir: No possession. Independent in rela�on to the company and company management and the company's major shareholders.

Further informa�on on the members of the board proposed for re-elec�on is available at www.medivir.com.

Elec�on of the auditor (item 16)

The nomina�on commitee proposes re-elec�on of the audi�ng company Grant Thornton Sweden AB, as the company's auditor for the period un�l the end of the annual general mee�ng to be held 2025. Therese Utengen is proposed by Grant Thornton Sweden AB as auditor in charge if they are elected. The proposal is in accordance with the board of directors' recommenda�on.

The board of directors' proposal regarding guidelines for compensa�on to senior execu�ves (item 17) According to chapter 8 sec�on 51 of the Swedish Companies Act (Sw. aktiebolagslagen), the board of directors is obliged to draw up a proposal for new guidelines for remunera�on to senior execu�ves when there is a need for substan�al changes to the guidelines, but at any event at least every four years. The current guidelines were adopted at the 2020 annual general mee�ng and new guidelines must therefore be adopted at the 2024 annual general mee�ng.

The board of directors proposes that the annual general mee�ng decide on the following guidelines for remunera�on to senior execu�ves in Medivir. The proposed guidelines are in all material aspects corresponding to the guidelines adopted at the 2020 annual general mee�ng. However, it has been clarified that pension benefits can exceed 25 percent of the fixed salary if this follows from the applicable

collec�ve agreement. Furthermore, the no�ce period for the CEO has been adjusted.

Senior execu�ves includes the managing director and other persons in the group management. The guidelines should be applied to compensa�on that is agreed upon, and changes that are made to already agreed compensa�on, a�er the guidelines have been adopted by the annual general mee�ng in 2024. The guidelines do not cover compensa�on that is decided by the general mee�ng.

The guidelines' promotion of Medivir's business strategy, long-term interests and sustainability Medivir creates shareholder value by developing innova�ve cancer medicines for major medical needs, either in-houseor in partnership with other companies. For further informa�on on Medivir's business strategy, please visit the Company´s website www.medivir.com. The successful implementa�on of the business strategy and the safeguarding of Medivir's long-terminterests, including its sustainability, requires that Medivir can recruit and retain competent employees who work to achieve maximum shareholder and customer value. This requires that Medivir can offer compe��ve remunera�on. These guidelines enable senior execu�ves to be offered a compe��ve total compensa�on.

In Medivir, long-term incen�ve programs have been established by two warrant programs and a share matching program. They have been decided by the general mee�ng and are therefore not covered by these guidelines. For the same reason, the incen�ve program that the board has proposed that the annual general mee�ng in 2024 should adopt is also not covered. More informa�on about the previous incen�ve programs is available on Medivir´s website.

The forms of compensation etc.

The compensa�on for senior execu�ves must be market-based and may consist of the following components: fixed cash salary, variable cash compensa�on, pension benefits and other benefits. The general mee�ng can in addi�on - and independently of these guidelines - decide on, for example, share and share price-related compensa�on. The total compensa�on for senior execu�ves should contain a balanced mix of the above-men�oned components and condi�ons in the event of termina�on as well as severance pay. The board should annually evaluate whether share or share price-relatedlong-term incen�ve programs should be proposed to the general mee�ng.

The fixed cash salary must be individual and based on the senior execu�ve's areas of responsibility and experience.

The variable cash compensa�on may amount to no more than 50 percent of the fixed annual cash salary. For senior execu�ves, pension benefits must be defined contribu�on unless the execu�ve is covered by a defined benefit pension according to mandatory collec�ve agreement provisions. Variable cash compensa�on must be pensionable.

The pension premiums for a defined contribu�on pension must amount to a maximum of 25 percent of the fixed annual cash salary, unless otherwise s�pulated in the collec�ve agreement. The board shall have the right to offer other solu�ons that are cost-equivalent for the company, regardless of the above.

Other benefits may include i.a. company car and occupa�onal health care. Such benefits must be of limited value in rela�on to other compensa�on and be consistent with what is market-wise customary in the respec�ve geographic market. Other benefits may total no more than 15 percent of the fixed annual cash salary.

Termination of employment

Upon termina�on of the senior execu�ve's employment, a mutual no�ce period of no more than six months shall apply. As far as the CEO is concerned, however, the no�ce period in case of termina�on by

the company can amount to a maximum of 12 months. Fixed cash salary should be paid during the no�ce period. As a star�ng point, severance payments or similar compensa�on shall not be paid.

Criteria for distribution of variable cash compensation, etc.

Variable cash compensa�on must be linked to predetermined and measurable criteria, which can be financial or non-financial, designed with the aim of promo�ng the company's long-term value crea�on. The criteria should relate to the development in the development projects the Company conducts and the partnerships the Company enters into for the accelera�on of clinical development and future commercializa�on, as well as the compensa�on (for example, one-off payments at the conclusion of the agreement, milestone compensa�on, compensa�on for research services, or royal�es) this development results in. The criteria must further be designed to promote Medivir's business strategy and long-term interests, including its sustainability.

Fulfillment of criteria for payment of variable cash compensa�on must be measured over a period of one year. When the measurement period for fulfillment of criteria for the payment of variable cash compensa�on has ended, the extent to which the criteria have been fulfilled must be determined. The board is responsible for the assessment regarding variable cash compensa�on to senior execu�ves. As far as financial targets are concerned, the assessment must be based on the financial informa�on most recently published by the company.

Salary and employment conditions for employees

When preparing the board's proposal for these remunera�on guidelines, salary and employment condi�ons for the company's employees have been taken into account. Informa�on regarding the employees' total remunera�on, the components of the remunera�on as well as the increase and rate of increase of the remunera�on over �me have formed part of the board's decision-making basis when evalua�ng the fairness of the guidelines and the restric�ons that follow from these.

The decision-making process for establishing, reviewing and implementing the guidelines

The board has not set up a remunera�on commitee, but the tasks assigned to such a commitee is carried out by the board of directors in its en�rety. The board's proposal for guidelines for remunera�on to senior execu�ves has therefore been prepared by the board. The board must draw up proposals for new guidelines at least every four years and submit the proposal for decision at the annual general mee�ng. The guidelines shall apply un�l new guidelines are adopted by the general mee�ng. Since the board has not established a remunera�on commitee, the board is also responsible for following and evalua�ng programs for variable remunera�on for group management, the applica�on of guidelines for remunera�on to senior execu�ves and current remunera�on structures and remunera�on levels in the group. In the board's considera�on of and decisions on remunera�on-related maters, the CEO or other senior execu�ves are not present, to the extent that they are affected by the maters.

Deviation from the guidelines

The board may decide to temporarily deviate from the guidelines in whole or in part, if in an individual case there are special reasons for it and a devia�on is necessary to sa�sfy Medivir's long-term interests, including its sustainability, or to ensure Medivir's financial viability.

Additional information

Addi�onal informa�on regarding compensa�on to senior execu�ves can be found in the annual report of Medivir.

The board of directors' proposal on a share issue authoriza�on (item19)

The board proposes that the annual general mee�ng resolves to authorize to the board, up and un�l the next annual general mee�ng, on one or several occasions and with or without pre-emp�ve rights for

shareholders, to resolve on the issue of new ordinary shares, comprising a total of not more than 20 per cent of the total number of outstanding shares in the company a�er the u�liza�on of the authoriza�on. It shall also be possible to make such an issue resolu�on s�pula�ng in-kind payment, the right to offset debt or other condi�ons referred to in Chapter 13 Sec�on 5 first paragraph item 6 in the Swedish Companies Act. The purpose of the authoriza�on is to give the board flexibility in the work of ensuring that capital can be added to the company in an appropriate manner for the financing of the business. Issuance of new shares with the support of the authoriza�on must be carried out on market terms.

The board of directors' proposal regarding a long-term incen�ve program in the form of a share matching program (LTIP 2024) (item 20)

The board of directors proposes that the annual general mee�ng resolves to adopt a long-term incen�ve program in the form of a share matching program for key employees within the Medivir group in accordance with item 20(a) below. The resolu�on in accordance with item 20(a) shall be condi�onal upon the annual general mee�ng resolving to adopt the hedging arrangements with respect to the incen�ve program in accordance with the board of directors' proposal under item 20(b) below.

Adop�on of the incen�ve program (item 20(a))

Summary of the program

The board of directors proposes that the annual general mee�ng resolves to adopt a long-term incen�ve program in the form of a share matching program (the "LTIP 2024"). LTIP 2024 is proposed to include not more than 11 key employees within the Medivir group. The par�cipants in LTIP 2024 are required to invest in the group by acquiring shares in Medivir AB (publ) with the purpose of being allocated to LTIP 2024 ("Investment Shares"). For each Investment Share, the par�cipant has the right to, provided certain condi�ons are fulfilled, receive one (1) ordinary share under LTIP 2024 free of charge ("Matching Shares") and, provided certain performance condi�ons are fulfilled, a maximum of five (5) addi�onal ordinary shares free of charge ("Performance Shares") in accordance with the terms set outbelow.

Personal investment

In order to par�cipate in LTIP 2024, the par�cipant must make a private investment by acquiring Investment Shares. The Investment Shares shall be acquired at market price with the purpose of being allocated to LTIP 2024. The maximum number of Investment Shares that each par�cipant can allocate to LTIP 2024 is further described below and corresponds to an amount of approximately 3-7 per cent of each par�cipant's annual base salary. For each Investment Share held under LTIP 2024, the company will grant par�cipants one (1) right to one (1) Matching Share, meaning the right to receive one Matching Share free of charge ("Matching Rights") and in addi�on, provided that certain performance condi�ons are fulfilled, a maximum of five (5) addi�onal rights to five (5) Performance Shares free of charge ("Performance Rights") in accordance with the terms set out below (Matching Rights and Performance Rights are together referred to as "Rights").

Terms and conditions

The Matching Rights may be exercised provided that the par�cipant, with certain excep�ons, as of the start of LTIP 2024 for the par�cipant and up un�l and including the date of release of the interim report for the period January - March 2027 (the "Ves�ng Period") has kept its own original Investment Shares and that the par�cipant, with certain excep�ons, maintains its employment within the Medivir group. LTIP 2024 shall start as soon as prac�cable a�er the annual general mee�ng 2024. The last day for allotment of the Rights shall be 31 December 2024. Newly employed key employees in Medivir may be invited to par�cipate in LTIP 2024 up un�l 31 December 2024, and shall then make their first investment in Investment Shares within the first two weeks a�er the first day of employment. The Matching Shares are received a�er the end of the Ves�ng Period. The board considers that in these cases it is jus�fied that the Ves�ng Period is shorter than three years since it enables the company to assign new

employees Rights within the framework of LTIP 2024, which is deemed to be beneficial for the company from a recruitment perspec�ve.

The Performance Rights may be exercised provided that, in addi�on to the requirement for the par�cipant's con�nued employment and a retained Investment Share investment in accordance with the above, certain performance condi�ons are fulfilled. A par�cipant's Performance Rights en�tle to a maximum number of Performance Shares of five (5) per Investment Share if the total shareholder return (shareholder return in the form of an increase of the price of the company's share and reinvestment of poten�al dividends during the term of LTIP 2024) ("TSR")1 on Medivir's share during the period from March 2024 to March 2027 (the "Performance Period") amounts to or exceeds 100 per cent (corresponding to approximately 33.33 per cent per year). For allotment under the performance condi�ons, the TSR on the company's ordinary shares must amount to or exceed 50 per cent (corresponding to approximately 16.67 per cent per year) during the Performance Period, which would en�tle the par�cipant to one (1) Performance Share per Investment Share. In between the percentages, allotment will be made linearly. Performance Shares are received a�er the end of the Ves�ngPeriod.

The Rights

The Rights shall, in addi�on to what is set out above, be governed by the following terms and condi�ons:

• The Rights are granted free of charge as soon as prac�cable a�er the start of LTIP 2024 provided that the par�cipant has made a private investment by acquiring Investment Shares. The last day for allotment of the Rights shall be 31 December 2024. Rights that fall due according to the terms must be returned and can be granted again up un�l 31 December 2024.
• The Matching Rights and the Performance Rights vest during the Ves�ng Period. The performance condi�ons of the Performance Rights are assessed during the Performance Period.
• The Rights may not be transferred or pledged.
• Each Matching Right en�tles the par�cipant to receive one (1) Matching Share free of charge a�er the end of the Ves�ng Period (with certain excep�ons where the �ming of the receival may be accelerated) if the par�cipant, with certain excep�ons, maintains its employment within the Medivir group and the invested Investment Shares un�l the �me of the release of the interim report for the period January - March 2027. Each Performance Right en�tles the par�cipant to receive one (1) Matching Share free of charge a�er the end of the Ves�ng Period (with certain excep�ons where the Ves�ng Period may be accelerated) if the performance condi�ons set out above are fulfilled and provided that the par�cipant maintains its employment within the Medivir group and the invested Investment Shares during the Ves�ng Period.
• In order to align the par�cipants' and the shareholders' interests, the company will compensate the par�cipants for any dividends paid by increasing the number of Matching Shares and Performance Shares that the Rights en�tle to at the end of the Ves�ngPeriod.
• The maximum value per Matching Right and Performance Right, respec�vely, is limited to a sum (corresponding to ten (10) �mes the closing price of the company's ordinary shares on the date of the first alloca�on of LTIP 2024). In the event that the value of such Right exceeds such limit, the number of Matching Shares and Performance Shares will be decreased on a pro rata basis.

• TSR is calculated by comparing the weighted average price of the shares during March 2024 with the weighted average price of the shares during March 2027, including reinvested dividend. according to the terms must be returned and can be granted again up un�l 31 December 2024.

Preparation and administration

The board of directors shall be responsible for preparing the detailed terms and condi�ons of LTIP 2024, in accordance with the above terms and condi�ons, including provisions on recalcula�on in the event of a bonus issue, split, rights issue and/or other similar events.

In connec�on with the prepara�on of the detailed terms and condi�ons of LTIP 2024, the board of directors shall also be en�tled to make adjustments to meet foreign regula�ons or market condi�ons. In addi�on, the board of directors is granted the right to terminate or adjust the program in case of a takeover bid or a similar event. The board of directors shall also have the right to make other adjustments if significant changes in the Medivir group or its environment would result in a situa�on where the adopted terms and condi�ons of LTIP 2024 no longer serve their purpose.

Allocation.

The par�cipants are divided into different categories and, in accordance with the above, the following number of Investment Shares may be allocated by the par�cipants to LTIP 2024 and the following number of Rights may be allocated to the par�cipants in the different categories:

In total, not more than 1, 440 000 Rights may be alloted under LTIP 2024. Par�cipants may acquire Investment Shares to an amount corresponding to approximately 3-7 per cent of the par�cipant's annual base salary.

In case not all par�cipants invest their full part of Investment Shares by the end of the no�fica�on period, the other par�cipants are en�tled to invest in addi�onal a maximum of 50 per cent Investment Shares in accordance with the instruc�ons of the board of directors, which shall en�tle to the corresponding Rights. There will be no guaranteed alloca�on in connec�on with an investment in addi�onal Investment Shares. In case of over no�fica�on by the above persons covered by the allotment principles, the allotment shall be made as follows. First, alloca�on shall be made pro rata in rela�on to the number of addi�onal invested Investment Shares. Secondarily, alloca�on shall be made through the drawing of lots executed by the board of directors.

Delivery of shares under LTIP 2024

To ensure delivery of shares under LTIP 2024, the board of directors proposes that the annual general mee�ng resolves to authorize the board of directors to resolve on issue of shares of series C and on

repurchase of shares of series C and resolves on transfer of own ordinary shares in accordance with item

(b) below.

Scope and costs of LTIP 2024

LTIP 2024 will be accounted for in accordance with IFRS 2 which s�pulates that the Rights should be recorded as non-cash personnel expenses during the period of LTIP 2024. The costs for LTIP 2024 is es�mated to amount to approximately SEK 1.3 million, excluding social security costs, calculated in accordance with IFRS 2 based on the following assump�ons: (i) that 240,000 Matching Rights and 1,200 000 Performance Shares are alloted, (ii) that the price of the company's share immediately before the start of LTIP 2024 amounts to SEK 2.73 per share (closing price on 8 March 2024), (iii) an es�mated annual turnover of personnel of 10 per cent and (iv) that the TSR during the Performance Period amounts to 75 per cent.

The costs for social security charges are es�mated to approximately SEK 1.1 million, based on the above assump�ons and a social security tax rate of 31.42 per cent. Together with the IFRS 2 cost, this will result in es�mated costs of SEK 2.4 million. In addi�on to what is set forth above, the costs for LTIP 2024 have been based on that LTIP 2024 comprises not more than 11 par�cipants and that each par�cipant exercises its maximum investment.

Effects on key ratios and dilution

Upon maximum allotment of 240, 000 Matching Shares, 1, 200 000 Performance Shares and provided that the hedging arrangements in accordance with item 20(b) below are adopted by the annual general mee�ng, 1, 460 000 ordinary shares will be alloted to par�cipants under LTIP 2024, including a buffer of 20,000 ordinary shares for dividend compensa�ons, meaning a dilu�on of approximately 1.28 per cent of the number of shares and votes in the company. In addi�on, LTIP 2024 comprises allotment of 240, 000 Investment Shares to the par�cipants at the volume weighted average share price during the five trading days immediately prior to the offer to each par�cipant to acquire the Investment Shares, meaning a dilu�on of approximately 0.21 per cent of the number of shares and votes in the company. This is condi�onal upon the annual general mee�ng resolving to adopt the proposed hedging arrangements in accordance with item 20(b) below.

Taking into account shares that may be issued in accordance with previously implemented incen�ve programs in the form of warrant programs in the company and in accordance with the share matching program proposed to the annual general mee�ng with respect to the maximum number of Matching Shares and Performance Shares, the maximal dilu�on effect is approximately 2.23 per cent.

The costs of LTIP 2024 are expected to have a limited effect on the company's key ra�os.

The rationale for the proposal

The ra�onale for LTIP 2024 is to create condi�ons for mo�va�ng and retaining competent employees of the Medivir group as well as for the alignment of the targets of the par�cipants with those of the company, as well as to increase the mo�va�on of mee�ng and exceeding the company's financial targets. LTIP 2024 has been designed based on the view that it is desirable that key employees within the Medivir group are shareholders in the company. Par�cipa�on in LTIP 2024 requires a personal investment in Investment Shares.

By offering an allotment of Rights which, inter alia, are based on performance condi�ons, the par�cipants are rewarded for increased shareholder value. Further, LTIP 2024 rewards employees' con�nued loyalty and thereby the long-term value growth in the company. Against this background, the board of directors is of the opinion that the adop�on of LTIP 2024 will have a posi�ve effect on the Medivir group's future