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.

_________________

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.

Attachments

10096901.pdf