Bulletin from the 3 May 2007 AGM In Solna, Sweden on 3 May 2007 during the AGM for Meda AB (publ), corporate ID 556427 2812 , the shareholders: • Approved the board proposal to issue a dividend of one krona (SEK 1.0) per share and to carry forward remaining profit to the new accounts. The day of record for dividend issuance is expected to be 8 May 2007. The dividend is expected to be distributed under the direction of VPC AB on 11 May 2007. • Re-elected Peter Sjöstrand as board chairman and Åke Eriksson, Marianne Hamilton, Tuve Johannesson, Anders Lönner, and Anders Waldenström as regular board members. • Set total board member remuneration to a total of SEK 1,400,000. Of this amount, the chairman will receive SEK 600,000 and each of the other board members- not employed by the Group - will receive SEK 200,000. The board chairman will receive SEK 400,000 for work outside the scope of regular board activities during the current fiscal year. Auditors' remuneration shall cover review of accounts, administration, and the Group audit. • Approved the composition of Meda's nomination committee, which will consist of the board chairman and one appointed member from each of the four largest shareholders. When the committee is appointed (6 months before the AGM at the latest), then Meda must publicly announce the names of the four owner representatives and the shareholders whom they represent. Based on information in the VPC AB shareholders database on 31 July, the four largest shareholders will be contacted. If any of the four largest shareholders waive their right to appoint a nomination committee member, then the next-largest shareholder shall receive an opportunity to appoint a member. The nomination committee's term of office extends until a new committee is appointed. The nomination committee chairman will be the committee member who represents the largest shareholder unless committee members decide otherwise. Nomination committee members receive no remuneration. If a member leaves the committee before his/her work is completed, then the owner that appointed the member has the right to appoint a new committee member. If significant change occurs in the ownership structure and a shareholder (which after this significant ownership change becomes one of the four largest shareholders) expresses the desire to be a nomination committee member, then the committee shall offer the shareholder a place on the committee by either deciding that this shareholder shall (after the change) replace the smallest shareholder (number of votes) on the committee or decide to increase the committee's size by yet another member - but not exceed six members. Changes in composition of the nomination committee must be immediately publicly announced. • Approved the board's proposal on principles for remuneration/compensation and other employment terms for Meda's executives, which implies that (2) Meda will strive to offer its executives market-based remuneration/compensation, that (2) subsequent criteria will be based on significance of responsibilities, competence requirements, experience, and performance, and that (3) remuneration/compensation consists of: Fixed basic salary Short-term variable pay Long-term variable pay Pension benefits Other benefits and severance terms and conditions The board's proposal on principles agrees with previous years' remuneration/compensation principles and is based on initial contracts already entered between Meda and its executives. The difference between basic salary and variable pay will be in proportion to the executive's responsibilities and authorities. • Approved the boards proposal for a two-for-one (2:1) split of Meda's shares, whereby each previously issued share with a quota value of SEK 2 (two) is converted to two new shares, each with a nominal price of SEK 1 (one). The record day for implementation of the split is 30 May 2007, whereby the split must be registered with VPC AB on 31 May 2007. The last trading day for non-split shares is 25 May 2007. Consequently, Meda's articles of association are changed to read: § 5 “The company shall have at least 100,000,000 shares and at most 400,000,000 shares.” • Approved the board's proposal that it should be authorised to decide on share issues - on one or more occasions to increase the company's share capital - during the period until the next AGM. Authorisation shall cover a maximum of 23,223,712 shares; with full exercise, the dilution effect is about 10% of the share capital and votes. With authorisation, the board would decide on: Payment in kind, offset, or other terms as specified in chapter 13, section 5, paragraph 1, item 6 in the Companies Act. Deviation from shareholders' pre-emptive/preferential rights. Any other terms and conditions for the issues. The reason for non-conformance with pre-emptive/preferential rights and authorisation to decide on issues - with or without provision specified in chapter 13, section 5 paragraph 1, item 6 in the Companies Act - are that Meda would be able to issue shares as purchase-price payments linked to: Acquisitions of other companies Parts of companies Product rights or Other assets that the board deems to be of value for the company's operation. Prevailing market conditions determine the issue rate. • Approved the board's proposal regarding taking out certain loans, which means that the AGM approved the loan contract that Meda entered after the 10 January 2007 EGM, which means that some of Meda's key ratios will affect interest terms and conditions. Solna, 3 May 2007 The board
Bulletin from the 3 May 2007 AGM
| Source: Meda AB
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