NOTICE OF EXTRAORDINARY GENERAL MEETING IN MEDA AKTIEBOLAG (PUBL)

Notice is hereby given that the Extraordinary General Meeting (“EGM”) of Meda Aktiebolag, corporate ID 556427-2812 (the “Company”), will be held at 1.00 p.m. on Thursday, November 6, 2014 at Meda’s headquarters at Pipers väg 2A, Solna, Sweden. Registration starts at 12.30 p.m.

Right to participate

Shareholders who wish to participate in the EGM shall:
 

Be registered in the share database held by Euroclear Sweden AB no later than on Thursday, October 30, 2014, and

Send notification of attendance to the Company no later than on Thursday, October 30, 2014.

To be entitled to vote at the EGM, shareholders whose shares are registered in the names of nominees shall have temporarily registered their shares in their own names in order to be entitled to vote at the EGM. Such registration must be completed with Euroclear Sweden AB no later than on Thursday, October 30, 2014. Consequently, shareholders should notify nominees well in advance of this registration date.

Notification of EGM attendance

Notification of EGM participation shall be made via mail to Meda AB, Extraordinary General Meeting, Box 7835, 103 98 Stockholm, Sweden, via phone at +46-8-402 90 49, or the Company’s website www.meda.se. The notification must specify the shareholder’s name, Swedish civil registration number or corporate ID, address, number of shares, phone number (daytime), and information about any accompanying assistants (no more than two). If participating by proxy, please submit the original proxy document to the Company before the EGM. The expiry date of the proxy document may be no more than five years from its issue. If the proxy is issued by a legal entity, a notarized copy of the registration certificate for the legal entity shall also be submitted. Proxy forms are available at www.meda.se, and will be sent upon request to shareholders who request the form and specify an address.

Admission cards

Admission cards that entitle shareholders to participate in the EGM will be sent out in advance. Admission cards should be received by shareholders no later than on Tuesday, November 4, 2014. If a shareholder has not received an admission card before the EGM, a new admission card can be requested at the information desk outside the EGM upon presentation of proper identification.

Proposed agenda

  1. Opening of the EGM and election of chairman at the EGM

  2. Establishment and approval of the voting list

  3. Election of one or two persons to verify the minutes

  4. Approval of the agenda

  5. Consideration whether the EGM was duly convened

  6. Resolution to approve the board of directors’ resolution to issue new shares with preferential rights for existing shareholders

  7. Resolution on a) determining the number of board members, b) determining board remuneration for the newly elected board member and c) electing a new board member

  8. Closing of the EGM

Proposed resolutions

Item 6 – Resolution to approve the board of directors’ resolution to issue new shares with preferential rights for existing shareholders

The board of directors proposes that the EGM resolves to approve the board of directors’ resolution as of October 10, 2014, to increase the Company’s share capital by an issue of new shares of series A with preferential rights for existing shareholders on the following terms and conditions.

The board of directors, or whom the board appoint within itself, shall be authorized to, no later than five business days prior to the record date, decide on the amount that the Company’s share capital shall be increased with, the maximum number of shares of series A that shall be issued in the issue and the subscription price that shall be paid for each new share.

The right to subscribe for new shares shall belong to those persons who on the record date for the new issue of shares are recorded as shareholders of the Company. The shareholders are entitled to subscribe for new shares pro rata to the number of shares they hold before.

In the event that all new shares are not subscribed for with preferential rights the board of directors shall, within the limit of the maximum number of shares to be issued, resolve on allocation of shares that are not subscribed for with preferential rights. Such allocation shall firstly be made to subscribers that have used subscription rights in the issue, irrespectively if they were shareholders at the record date or not, and, should the issue be oversubscribed, in relation to the number of shares that such persons have subscribed for in the issue and, if this cannot be made, through drawing of lots. Allocation shall secondly be made to other subscribers who have subscribe without subscription rights and, should the issue be oversubscribed, in relation to the number of shares that such persons have given notice to subscribe for, and if this cannot be made, through drawing of lots.

The record date for deciding which shareholders who are entitled to subscribe new shares with preferential right shall be on Thursday, November 13, 2014.

Subscription of shares with subscription rights shall be made through payment in cash during the period from November 19, 2014 up and until December 4, 2014. The board of directors shall have the right to extend the subscription period and payment.

Subscription of shares without subscription rights shall be made during the period stated above. Subscription shall be made on a subscription list. Payment for shares subscribed for without preferential rights shall be made in cash no later than three (3) banking days after the contract notes evidencing the allotment of shares has been sent out. The board of directors shall have the right to extend the subscription period and payment.

The new shares entitle to dividends for the first time on the first record date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.

Item 7 – Resolution on a) determining the number of board members, b) determining board remuneration for the newly elected board member and c) electing a new board member

As a part of the acquisition of Rottapharm, the nomination committee proposes that the number of board members of the Company shall be nine until the end of the next Annual General Meeting.

Further, the nomination committee proposes that board remuneration for the newly elected board member shall amount to SEK 225,000 until the end of the next Annual General Meeting.

Finally, the nomination committee proposes that the EGM resolves to elect Luca Rovati as new board member. Luca Rovati is also the representative for the seller of Rottapharm, Fidim S.r.l., which after the acquisition is the second largest shareholder in the Company. The nomination committee also proposes that Luca Rovati becomes Deputy Chairman of Meda. In all other respects the board of directors will remain unchanged.

Luca Rovati

Born: in 1961. Education: Graduated in Business Economics at the Business University “Luigi Bocconi” in Milan. Luca Rovati is a chartered Accountant. Since 2000 Luca Rovati is appointed Deputy Chairman and CEO of Rottapharm S.p.A. Other assignments: Deputy Chairman in Greentech Energy Systems AS, board member in Marco Tronchetti Provera & C. S.p.A and Pirelli & C. S.p.A.

When the acquisition of Rottapharm is completed, Luca Rovati will, through the closely related company Fidim S.r.l., control 30,000,000 shares in the Company. Luca Rovati will, according to the Swedish Corporate Governance Code, be considered to be independent in relation to the Company and its larger shareholders.

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Additional information

At the time of publication of this notice, the number of shares and votes in Meda totaled 332,243,065. Only shares of series A have been issued. The Company holds no treasury shares.

On or before October 16, 2014, the board of directors’ complete proposal and other documentation according to the Swedish Companies Act will be made available at the Company headquarters at Pipers väg 2, Solna, Sweden and on its site (www.meda.se). The documentation will be sent by mail to shareholders who request it and submit their mailing addresses; it will also be available at the EGM.

On the request of a shareholder the board of directors and the CEO shall provide information at the EGM concerning conditions that could influence the assessment of an item on the agenda.

Solna in October 2014

The board of directors

Meda Aktiebolag (publ)

MEDA AB (publ) is a leading international specialty pharma company. Meda’s products are sold in more than 120 countries worldwide and the company is represented by its own organizations in close to 60 countries. The Meda share is listed under Large Cap on the Nasdaq Stockholm. Find out more, visit www.meda.se.


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