Bulletin from the Meda AB (publ) extraordinary general meeting (EGM)
Today, Meda’s EGM unanimously approved the board’s decision to issue a maximum of 41,791,743 series A shares, with a par value of SEK 2 per share. Shareholders have preferential rights to subscribe for the new shares. So for every three previously held shares, they may subscribe for two new shares in the issue. The record date for the right to participate in the new share issue is 1 November 2005. The subscription period is from 8 November 2005 to 24 November 2005. The subscription price is SEK 60 per share. The board’s decision states that the new share issue can boost the company's share capital from SEK 125,375,230 by at most SEK 83,583,486 to at most SEK 208,958,716. The new shares entitle the right to any dividends – pending approval – starting from the 2005 financial year. Today’s unanimous EGM decision is aligned with the board’s proposal on issue of a subordinated debenture with detachable warrants for new subscription of series A shares (warrant scheme for executives). So the company will take out a promissory note (for a nominal SEK 1,000) by issuing a subordinated debenture with 3,000,000 detachable warrants for new subscription of shares. Subscription for the promissory note will occur during the 18 October 2005 to 28 October 2005 period. The promissory note will be issued at a nominal amount and payment must be made in cash on 28 October at the latest. The promissory note will be interest-free and must be paid on 31 December 2005. With deviation from shareholders’ preferential rights, Scanmeda AB, a subsidiary, will be able to subscribe for the promissory note. Then Scanmeda AB will offer executives in the Meda Group an opportunity to buy the warrants. The purchase price per warrant will be equal to the market value for warrants, as per the Black & Scholes model for valuation. Each promissory note with a detachable warrant entitles the holder to subscribe for one new share in the company at a nominal value of SEK 2, which is comparable to an SEK 150 subscription price. The new share issue’s subscription period starts on 27 February 2006 and ends on 26 February 2008. With full subscription of shares in the above-described, preferential-rights issue, the dilution effect from total exercise of warrants is comparable to about 2.9% of the share capital and votes. Regarding an invitation to subscribe for shares in Meda’s second new share issue in 2005, a prospectus is: • Displayed at www.meda.se • Available at: Meda AB, Pipers väg 2A, SE-170 09 Solna, Sweden, and Enskilda Securities AB, Nybrokajen 5, SE-103 36, Stockholm, Sweden Solna, Sweden, 17 October 2005 The board
