Disclosure document
The Company has prepared a disclosure document in accordance with Article 1.5(ba) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, on the prospectus to be published when securities are admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the “Prospectus Regulation”), in connection with the admission to trading of the shares in the Directed Share Issue on Nasdaq Stockholm. The disclosure document does not constitute an offer to the public. The disclosure document has been prepared in accordance with the requirements of Annex IX to the Prospectus Regulation.

Medivir announces today that the disclosure document has been filed with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available on the Company’s website, www.medivir.com.

Advisors
DNB Carnegie Investment Bank AB is the Sole Global Coordinator and Bookrunner. Advokatfirman Lindahl KB is legal counsel to the Company.

For further information, please contact:
Jens Lindberg
Chief Executive Officer
Medivir AB
Telephone: +46 72 531 11 17
Email: [email protected]

Important Information
The publication, release, or distribution of this press release may be subject to legal restrictions in certain jurisdictions, and persons in jurisdictions where this press release has been published or distributed should familiarize themselves with and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in their respective jurisdiction. This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in Medivir in any jurisdiction, either from Medivir or from any other party.
This press release is not a prospectus as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Medivir has not authorized any public offering of shares or other securities in any EEA member state. In each EEA member state, this announcement is directed solely to “qualified investors” in that member state as defined by the Prospectus Regulation.
This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in the Company. The information in this press release is provided solely to describe the background to the Directed Share Issue and does not claim to be complete or exhaustive. No representation is made regarding the accuracy or completeness of the information in this press release. DNB Carnegie Investment Bank AB is acting on behalf of Medivir in connection with the Directed Share Issue and not on behalf of any other party. DNB Carnegie Investment Bank AB is not liable to any other party for providing the protections afforded to its clients or for providing advice in connection with the Directed Share Issue or regarding any other matter mentioned herein.
This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States unless they are registered, covered by an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities mentioned herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be disclosed, published, copied, reproduced, or distributed, directly or indirectly, in whole or in part, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, or any other jurisdiction where such disclosure, publication, or distribution of this information would violate applicable regulations or where such action is subject to legal restrictions or would require additional registration or other measures beyond those required under Swedish law. Any action contrary to this notice may constitute a violation of applicable securities laws.
In the United Kingdom, this document and other materials relating to the securities mentioned herein are distributed and directed solely to, and any investment or investment activity related to this document is available only to and may be undertaken only by, “qualified investors” who are (i) persons who have professional experience in investment-related activities and who fall within the definition of “professional investors” in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high-net-worth individuals as defined in Article 49(2)(a)-(d) of the Order (all such persons are collectively referred to as “relevant persons”). An investment or investment-related activity to which this announcement relates is available in the United Kingdom solely to relevant persons and will be conducted only with relevant persons. Persons who are not relevant persons should not take any action based on this press release, nor should they act upon or rely on it.
Forward-Looking Statements
This press release contains forward-looking statements regarding the Company’s intentions, assessments, or expectations concerning the Company’s future results, financial position, liquidity, development, outlook, expected growth, strategies, and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “assumes,” “should,” “could,” and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no guarantee that they will materialize or that they are correct. Since these assumptions are based on estimates and are subject to risks and uncertainties, the actual results or outcomes may, for many different reasons, differ materially from those indicated by the forward-looking statements. Such risks, uncertainties, contingencies, and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and readers of this press release should not unduly rely on the forward-looking statements contained herein. The information, opinions, and forward-looking statements expressly or implicitly contained herein are provided solely as of the date of this press release and are subject to change. Neither the Company nor any other party undertakes to review, update, confirm, or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise regarding the content of this press release, unless required by law or Nasdaq Stockholm’s rules for issuers.
Information for Distributors
For the purpose of complying with the product governance requirements set forth in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as consolidated (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, which supplements MiFID II; and (c) national implementing measures (collectively, the “MiFID II Product Governance Requirements”), and to disclaim any and all non-mandatory, mandatory, or other liability to which any “manufacturer” (as defined under the MiFID II Product Governance Requirements) might otherwise be subject to, the shares issued in connection with the Directed Share Issue have been subject to a product approval process, which has determined that these securities are: (i) suitable for a target market consisting of retail investors and investors who meet the criteria for professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted under MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company’s shares may fall and investors may lose all or part of their investment; that the Company’s shares are not accompanied by any guarantee regarding returns or capital protection; and that an investment in the Company’s shares is suitable only for investors who do not require a guaranteed return or capital protection and who (either on their own or with the assistance of an appropriate financial or other advisor) are capable of evaluating the benefits and risks of such an investment and who have sufficient resources to bear the losses that such an investment may result in. The target market assessment does not affect other requirements regarding contractual, legal, or regulatory sales restrictions in connection with the Directed Share Issue.
To avoid any misunderstanding, the Target Market Assessment does not constitute (a) a suitability or appropriateness assessment within the meaning of MiFID II or (b) a recommendation to any investor or group of investors to invest in, acquire, or take any other action regarding the Company’s shares.
Each distributor is responsible for conducting its own Target Market Assessment regarding the Company’s shares and for determining the appropriate distribution channels.