Statement by the Board of Directors of Meda in relation to the public offer by Mylan


The Board of Directors of Meda unanimously recommends that the shareholders of
Meda accept the offer made by Mylan
Background

This statement is made by the Board of Directors (the “Board”) of Meda AB
(publ.) (“Meda” or the “Company”) pursuant to Section II.19 of Nasdaq
Stockholm’s Takeover Rules (the “Takeover Rules”).

Mylan N.V., a leading global pharmaceutical company whose ordinary shares
(“Mylan Shares”) are traded on the NASDAQ Global Select Market and the Tel Aviv
Stock Exchange under the symbol “MYL”, has today announced a public offer to the
shareholders of Meda to transfer all of their shares in Meda to Mylan for a
consideration consisting of a combination of cash and Mylan Shares (the
“Offer”). Mylan is offering each Meda shareholder:

  ·
in respect of 80 percent of the number of Meda shares tendered by such
shareholder, SEK 165 in cash per Meda share; and

  ·
in respect of the remaining 20 percent of the number of Meda shares tendered by
such shareholder:

  ·
(i)  if the volume-weighted average sale price per Mylan Share on the NASDAQ
Global Select Stock Market for the 20 consecutive trading days ending on and
including the second trading day prior to the Offer being declared unconditional
(the “Offeror Average Closing Price”) is greater than USD 50.74, a number of
Mylan Shares per Meda share equal to SEK 165 divided by the Offeror Average
Closing Price as converted from USD to SEK at a SEK/USD exchange rate of 8.4158

  ·
(ii)  if the Offeror Average Closing Price is greater than USD 30.78 and less
than or equal to USD 50.74, 0.386 Mylan Shares per Meda share; or

  ·
(iii)  if the Offeror Average Closing Price is less than or equal to USD 30.78,
a number of Mylan Shares per Meda share equal to SEK 100 divided by the Offeror
Average Closing Price as converted from USD to SEK at a SEK/USD exchange rate of
8.4158

If the aggregate number of Mylan Shares that otherwise would be required to be
issued by Mylan as described above exceeds 28,214,081 Mylan Shares (the “Share
Cap”),[1] (http://file///U:/HQ%20IR/Pressreleaser/2016/Statement%20by%20the%20Bo
a 
rd%20of%20Directors%20of%20Meda%20in%20relation%20to%20the%20public%20offer%20by
% 
20Mylan.docx#_ftn1) then Mylan will have the option (in its sole discretion) to
(a) issue Mylan Shares in connection with the Offer in excess of the Share Cap
and thus pay the share portion of the Offer consideration as described above
(i.e. the 20 percent set out above), (b) increase the cash portion of the Offer
consideration (so that it becomes larger than the 80 percent set out above) and
thus correspondingly decrease the share portion of the Offer consideration (so
that it becomes smaller than the 20 percent set out above) such that the
aggregate number of Mylan Shares issuable by Mylan in connection with the Offer
would equal the Share Cap or (c) execute a combination of the foregoing. More
information about the Offer consideration may be found in Mylan’s announcement
of the Offer. The potential adjustment to the composition of the Offer
consideration, together with illustrative examples, will also be described in
further detail in the offer document to be prepared for the
Offer.[2] (http://file///U:/HQ%20IR/Pressreleaser/2016/Statement%20by%20the%20Bo
a 
rd%20of%20Directors%20of%20Meda%20in%20relation%20to%20the%20public%20offer%20by
% 
20Mylan.docx#_ftn2)

At announcement, the Offer values each Meda share at SEK 165, and the total
value of the Offer, including Meda net debt, is approximately SEK 83.6
billion.[3] (http://file///U:/HQ%20IR/Pressreleaser/2016/Statement%20by%20the%20
B 
oard%20of%20Directors%20of%20Meda%20in%20relation%20to%20the%20public%20offer%20
b 
y%20Mylan.docx#_ftn3) The Offer represents a premium of:

  ·
approximately 9 percent compared to the 52-week intraday high of SEK 152 per
Meda share on Nasdaq Stockholm on 13 April 2015 for the 52-week period up to and
including 10 February 2016, the last trading day prior to the announcement of
the Offer;

  ·
approximately 68 percent compared to the 90 calendar day volume-weighted average
share price of SEK 98.50 per Meda share on Nasdaq Stockholm, up to and including
10 February 2016, the last trading day prior to the announcement of the Offer;
and

  ·
approximately 92 percent compared to the closing share price of SEK 86.05 per
Meda share on Nasdaq Stockholm on 10 February 2016, the last trading day prior
to the announcement of the Offer.

The acceptance period of the Offer is expected to commence on 20 May 2016 and
expire on 29 July 2016. Mylan has reserved the right to extend the acceptance
period and, to the extent necessary and permissible, will do so in order for the
acceptance period to cover applicable decision-making procedures at relevant
authorities.

Completion of the Offer is conditional upon, amongst other things, Mylan
becoming the owner of more than 90 percent of the total number of shares in Meda
and the receipt of all necessary regulatory, governmental or similar clearances,
approvals and decisions, including from competition authorities, in each case on
terms which, in Mylan’s opinion, are acceptable. Mylan has reserved the right to
waive these and other conditions for completion of the Offer.

The Board has, at the written request of Mylan, permitted Mylan to carry out a
confirmatory due diligence review of Meda in connection with the preparation of
the Offer. In connection with such due diligence review, Mylan has received
information concerning Meda’s 2015 year-end financial results and Meda’s
internal unaudited three-year budget covering the period 2016-2018. The 2015
year-end results will be announced by Meda today through a separate announcement
and a summary of Meda’s internal unaudited three-year budget is set forth below.
Except for this information, Mylan has not received any non-public price
-sensitive information in connection with such review.

Stena Sessan AB and Fidim S.r.l., who have shareholdings in Meda representing
approximately 21 percent and 9 percent, respectively, of the total number of
shares and votes in Meda, have each undertaken to accept the Offer under
separate agreements with Mylan, subject to certain conditions. Please refer to
Mylan’s announcement of the Offer for more information about these acceptance
undertakings. As a result of Stena Sessan AB and Fidim S.r.l. having undertaken
to accept the Offer subject to certain conditions, Martin Svalstedt, Luca
Rovati, Peter Claesson and Lars Westerberg have not participated in the Board’s
decision regarding the statement by the Board in relation to the Offer.

Each of Stena Sessan AB and Fidim S.r.l. has also entered into a separate
shareholder agreement with Mylan under which each of Stena Sessan AB and Fidim
S.r.l. has, amongst other things, agreed not to dispose of any of its Mylan
shares to any third party during the period up to and including the 180th day
following the settlement of the Offer. Please refer to Mylan’s announcement of
the Offer for more information about these agreements.

Meda has retained Rothschild as financial adviser and Mannheimer Swartling as
legal adviser in relation to the Offer.

SEB Corporate Finance, Skandinaviska Enskilda Banken AB (”SEB Corporate
Finance”) has, at the request of the Board, provided an opinion according to
which the Offer is fair to Meda’s

Shareholders from a financial point of view (subject to the assumptions and
considerations set out in the opinion) (the “Opinion”). The Opinion is attached
to this statement.

The evaluation of the Offer by the Board

The Board’s opinion of the Offer is based on an assessment of a number of
factors that the Board has considered relevant in relation to the evaluation of
the Offer. These factors include, but are not limited to, Meda’s present
position, the expected future development of the Company and thereto related
possibilities and risks.

In the Board’s opinion, Meda has a well-defined and viable strategy going
forward, notably in relation to further organic growth of the Dymista franchise
both in Europe and the US, a strong and growing presence in emerging markets and
further margin expansion following the integration of the Rottapharm business.
However, the Board views a combination of Meda and Mylan as positive and
believes it to be strategically merited in a rapidly consolidating market, and
the share consideration will further enable the Company’s shareholders to
benefit from the combined accelerated growth story and combination benefits.

Furthermore, these benefits enable Meda to address certain risks associated with
the Company’s current prospects. These risks include those associated with
Meda’s scale in the US market, which is not at critical mass, macroeconomic
issues in selected economies and the inorganic growth of Meda.

The Board believes that there are a number of strategic benefits to Meda from
combining its operations with Mylan, including:

  ·
Significantly strengthens and diversifies commercial presence

    ·
Diversifies Meda’s global portfolio mix by strengthening branded platform and
creates $1bn business in attractive OTC market

    ·
Establishes critical mass across all commercial channels in Europe; creates a
leading U.S. specialty business; and provides exciting platform for growth in
new emerging markets

  ·
Enhances critical mass in key therapeutic areas

    ·
Complementary therapeutic presence in all regions will create a leader in
allergy and respiratory and a scale player in dermatology, pain and GI

    ·
Provides opportunity to sell combined portfolio in new markets

  ·
Financially compelling transaction

    ·
Enhances size and scale with combined 2015 sales of approximately $11.8 billion
and combined 2015 adjusted EBITDA of approximately $3.8
billion[4] (http://file///U:/HQ%20IR/Pressreleaser/2016/Statement%20by%20the%20B
o 
ard%20of%20Directors%20of%20Meda%20in%20relation%20to%20the%20public%20offer%20b
y 
%20Mylan.docx#_ftn4)

    ·
Substantial synergy opportunity, with approximately $350 million of pre-tax
annual operational synergies expected to be achieved by year four after
consummation of the Offer

In addition, the Board has taken into account a number of factors including, but
not limited to, that the Offer represents the premiums set out under
“Background” above, and that the Offer from Mylan is clearly superior to the non
-binding indicative interest by Mylan in 2014.

Having concluded this assessment, the Board believes that the terms of the Offer
substantially recognize Meda’s growth prospects, as well as the risks associated
with those prospects.

When evaluating the Offer, the Board has also considered that shareholders
representing approximately 30 percent of shares and votes in Meda have
undertaken to accept the Offer.

The Board has further considered the Opinion rendered by SEB Corporate Finance,
according to which the Offer is fair to Meda’s shareholders from a financial
point of view (subject to the assumptions and considerations set out in the
opinion).

Based on the above, the Board unanimously recommends the Meda shareholders
accept the Offer.

Mylan has stated the following with respect to the management and employees of
Meda:

“Mylan recognizes the exceptional capabilities and skills of Meda’s dedicated
management and employees and looks forward to welcoming these individuals to
Mylan. Further, Meda has infrastructure in a number of markets where Mylan
currently has limited resources, including Sweden. In order to realize the
synergies discussed above, the integration of Mylan and Meda will likely entail
some changes to the organization, operations and employees of the combined
group. In the period following the completion of the Offer and following careful
review of the needs of the combined business, Mylan will determine the optimal
structure of the combined company to continue to deliver success in the future.
Before completion of the Offer it is too early to say which measures will be
taken and the impact these would have. There are currently no decisions on any
material changes to Mylan’s or Meda’s employees and management or to the
existing organization and operations, including the terms of employment and
locations of the business.”

The Board agrees with Mylan that it is too early to say what effect the
implementation of the Offer may have on Meda’s operations and employees. The
Board looks forward to learning more about Mylan’s strategic plans for Meda and
the effect these may be expected to have on employment and the places where Meda
carries on its business.

Internal unaudited three-year budget for the financial years 2016-2018

Profit & Loss 2016-2018

+---------+------+------+-----------------------------------------------------+
|(SEK     |2016  |2017  |2018[5] (http://file///U:/HQ%20IR/Pressreleaser/2016/|
|million) |      |      |Statement%20by%20the%2                               |
|         |      |      |0Board%20of%20Directors%20of%20Meda%20in%20relation% |
|         |      |      |20to%20the%20public%20offer%20by%20Mylan.docx#_ftn5) |
+---------+------+------+-----------------------------------------------------+
|Net sales|19,572|20,235|20,803                                               |
+---------+------+------+-----------------------------------------------------+
|EBITDA   |6,250 |6,651 |6,930                                                |
+---------+------+------+-----------------------------------------------------+
|EBIT     |2,991 |3,369 |3,668                                                |
+---------+------+------+-----------------------------------------------------+
|Financial|-847  |-609  |-531                                                 |
|net      |      |      |                                                     |
+---------+------+------+-----------------------------------------------------+
|EBT      |2,144 |2,760 |3,137                                                |
+---------+------+------+-----------------------------------------------------+
|Net      |1,615 |2,064 |2,331                                                |
|profit   |      |      |                                                     |
+---------+------+------+-----------------------------------------------------+

Important Information

The Company does not as a matter of course publicly disclose projections as to
future net sales, costs, profitability or other results (beyond certain limited
projections with respect to its then-current fiscal year) due to, among other
reasons, the uncertainty, unpredictability and subjectivity of the underlying
assumptions and estimates. The non-public, unaudited prospective financial
information relating to the Company set forth herein (the “Unaudited Prospective
Financial Information”) was initially prepared by the management of the Company,
solely as part of its internal planning processes, and subsequently adopted by
the Board of Directors of the Company on 3 December, 2015. The Unaudited
Prospective Financial Information has subsequently been updated solely to
reflect the impact of the divestment of the manufacturing unit Euromed S.A. in
Spain announced by the Company on 1 December, 2015 and 30 December, 2015. The
Unaudited Prospective Financial Information is being released today to give the
Company’s stockholders and investors access to the same non-public price
-sensitive information provided to Mylan in connection with the confirmatory due
diligence undertaken by Mylan during the preparations of Mylan’s public offer on
Meda.

The Unaudited Prospective Financial Information was not prepared with a view
towards public disclosure, nor was it prepared with a view towards compliance
with published guidelines of the U.S. Securities and Exchange Commission,
guidelines established by the American Institute of Certified Public Accountants
for preparation and presentation of financial forecasts, generally accepted
accounting principles in the United States, International Financial Reporting
Standards promulgated by the International Accounting Standards Board (“IFRS”)
or any other comprehensive body of accounting principles. No public accounting
firm has reviewed, examined, compiled or otherwise performed any procedures with
respect to the Unaudited Prospective Financial Information and, accordingly, no
public accounting firm has expressed any opinion or given any other form of
assurance with respect thereto.

The Unaudited Prospective Financial Information is based on a number of
assumptions and estimates made as at the time of its preparation, including with
respect to Company performance, industry performance, general business,
economic, market and financial conditions and other matters. Many of the
assumptions and estimates underlying the Unaudited Prospective Financial
Information relate to matters that are difficult to predict, are inherently
subject to significant business, economic and competitive uncertainties and
contingencies and/or are beyond the Company’s control. A number of important
factors could cause the assumptions and estimates underlying the Unaudited
Prospective Financial Information to be inaccurate and the Company’s actual
future financial performance or other indicated results to differ materially
from those indicated in the Unaudited Prospective Financial Information. Such
factors include, but are not limited to, the inherent uncertainty of
pharmaceutical research and product development, manufacturing and
commercialization, the impact of competitive products, patents, legal
challenges, government regulation and approval and Meda’s ability to secure new
products for commercialization and/or development, the financial risks described
in the Company’s 2014 annual report on pages 90-91 and the risks related to
group operations described in the Company’s 2014 annual report on pages 67-68
and other risks and uncertainties detailed from time to time in the Company’s
subsequent interim reports, prospectuses and press releases. The Company 2014
annual report and subsequent interim reports, prospectuses and press releases
may be found on the Company’s website at
http://www.meda.se (http://www.[moon].se/).

The delivery of the Unaudited Prospective Financial Information should not be
regarded as an indication that the Company or any of its affiliates, officers,
directors, partners, advisors or other representatives considered, or now
considers, those projections to be predictive of actual future results, and does
not constitute an admission or representation by the Company or any of its
affiliates, officers, directors, partners, advisors or other representatives
that the information is material. The Unaudited Prospective Financial
Information is not intended to be (and should not be) relied upon, and no
representation or warranty is made by any person as to the accuracy, reliability
or completeness of any of the Unaudited Prospective Financial Information. There
can be no assurance that the underlying assumptions and estimates or projected
results in the Unaudited Prospective Financial Information will be realized, and
actual results will likely differ, and may differ materially, from those
reflected in the Unaudited Prospective Financial Information. Moreover, since
the Unaudited Prospective Financial Information covers multiple years, the
information by its nature becomes less predictive with each successive year.

The Unaudited Prospective Financial Information includes certain non-IFRS
financial measures. Non-IFRS financial measures should not be considered in
isolation from, or as a substitute for, financial information presented in
compliance with IFRS, and non-IFRS financial measures as used by the Company may
not be comparable to similarly titled amounts used by other companies.

The Unaudited Prospective Financial Information does not take into account any
circumstances or events occurring after the time of its preparation. None of the
Company or its affiliates, officers, directors, partners, advisors or other
representatives intends to update or otherwise revise the Unaudited Prospective
Financial Information to reflect circumstances existing after the time of its
preparation or to reflect the occurrence of subsequent events, even in the event
that any or all of the assumptions or estimates underlying the Unaudited
Prospective Financial Information are no longer accurate or appropriate, except
as may be required by applicable law.

___________

This statement shall in all respects be governed by and construed in accordance
with substantive Swedish law. Disputes arising from this statement shall be
settled exclusively by Swedish courts.

This statement has been made in a Swedish and English version. In case of any
discrepancies between the Swedish and the English text, the Swedish text shall
prevail.

___________

Solna, February 10, 2016

Meda AB (publ.)

The Board of Directors

For further inquiries, please contact:

Peter von Ehrenheim, Member of the Board                       ph: +46 733
-666 599

Meda AB discloses the information provided herein pursuant to the Securities
Markets Act and the Takeover Rules. The information was submitted for
publication on February 10, 2016 at 22:30 CET.

Additional Information

Subject to future developments, an offer document may be filed by Mylan with the
Swedish Financial Supervisory Authority (the “SFSA”) (Sw. Finansinspektionen)
and published by Mylan upon approval by the SFSA. In addition, Mylan may file
certain materials with the U.S. Securities and Exchange Commission (the “SEC”),
including, among other materials, a Registration Statement on Form S-4. Mylan
may also file an EU Prospectus with the Netherlands Authority for the Financial
Markets (the “AFM”) or another competent EU authority. INVESTORS AND
SECURITYHOLDERS OF MEDA ARE URGED TO READ ANY DOCUMENTS FILED WITH THE SFSA, THE
SEC AND THE AFM OR ANY OTHER COMPETENT EU AUTHORITY CAREFULLY AND IN THEIR
ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN INVESTMENT
DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, MEDA AND
THE OFFER. Such documents will be available free of charge through the website
maintained by the SEC at www.sec.gov, on Mylan’s website at
medatransaction.mylan.com or, to the extent filed with the AFM, through the
website maintained by the AFM at www.afm.nl, or by directing a request to Mylan
at +1 724 514 1813 or investor.relations@mylan.com.

MEDA AB (publ) is a leading international specialty pharma company. Meda’s
products are sold in more than 150 countries worldwide and the company is
represented by its own organizations in over 60 countries. The Meda share is
listed under Large Cap on Nasdaq Stockholm. Find out more, visit www.meda.se.

----------------------------------------------------------------------

[1] (http://file///U:/HQ%20IR/Pressreleaser/2016/Statement%20by%20the%20Board%20
o 
f%20Directors%20of%20Meda%20in%20relation%20to%20the%20public%20offer%20by%20Myl
a 
n.docx#_ftnref1) The Share Cap will be exceeded if the Offeror Average Closing
Price is less than USD 30.78, assuming that 100 percent of the outstanding Meda
shares are tendered in the Offer.

[2] (http://file///U:/HQ%20IR/Pressreleaser/2016/Statement%20by%20the%20Board%20
o 
f%20Directors%20of%20Meda%20in%20relation%20to%20the%20public%20offer%20by%20Myl
a 
n.docx#_ftnref2) A regular annual cash dividend not exceeding SEK 2.5 per Meda
share, with declaration, record and payment dates consistent with past practice,
will not result in a reduction of the Offer consideration. Any dividend
exceeding such amount would result in a reduction of the Offer consideration.

[3] (http://file///U:/HQ%20IR/Pressreleaser/2016/Statement%20by%20the%20Board%20
o 
f%20Directors%20of%20Meda%20in%20relation%20to%20the%20public%20offer%20by%20Myl
a 
n.docx#_ftnref3) Based on (1) a Mylan share closing price of USD 50.74 as of 9
February 2016, (2)  a SEK/USD exchange rate of 8.4158 as of 9 February 2016, (3)
365,467,371 outstanding Meda shares as of 9 February 2016 and (4) Meda net debt
of SEK 23.3 billion as of 31 December 2015.

[4] (http://file///U:/HQ%20IR/Pressreleaser/2016/Statement%20by%20the%20Board%20
o 
f%20Directors%20of%20Meda%20in%20relation%20to%20the%20public%20offer%20by%20Myl
a 
n.docx#_ftnref4) Combined company figures represent an aggregation of Mylan
figures derived from financial information prepared in accordance with generally
accepted accounting principles in the US and Meda figures derived from financial
information prepared in accordance with International Financial Reporting
Standards as adopted by the EU and do not reflect pro forma adjustments
(including no elimination of transactions between Mylan and Meda).

[5] (http://file///U:/HQ%20IR/Pressreleaser/2016/Statement%20by%20the%20Board%20
o 
f%20Directors%20of%20Meda%20in%20relation%20to%20the%20public%20offer%20by%20Myl
a 
n.docx#_ftnref5) Assumes exercise of option to acquire perpetual rights to
Betadine.

To the Board of Directors of Meda Aktiebolag (publ)

The Board of Directors of Meda Aktiebolag (publ) (“Meda”) (the “Board”) has
requested the opinion of SEB Corporate Finance, Skandinaviska Enskilda Banken AB
(”SEB Corporate Finance”) as to the fairness, from a financial point of view, to
the shareholders of Meda of the offer consideration per Meda share (the “Offer
Consideration”) proposed to be received by such shareholders pursuant to a
public offer (the “Offer”) by Mylan N.V. (“Mylan”), comprised of cash and Mylan
shares, subject to adjustment, proration and allocation (as to which SEB
Corporate Finance expresses no opinion), which Offer is planned to be announced
on February 10, 2016.

As described to SEB Corporate Finance by the management of Meda, pursuant to the
terms of the Offer, the total implied value of the Offer Consideration may not
be less than SEK 152 (the “Floor Value”). For purposes of its analyses and this
opinion, SEB Corporate Finance has assumed, with the Board’s consent, that the
Offer Consideration will have a total implied value per Meda share equal to the
Floor Value.

In connection with the presentation of this opinion, SEB Corporate Finance has,
inter alia, reviewed a draft, provided to SEB Corporate Finance on February 9,
2016, of the Offer press release (including the terms and conditions of the
Offer set out therein), certain publicly available and other business and
financial information relating to Meda (including annual reports for the
financial years 2013 and 2014 and the interim report for the first nine months
of 2015 and certain reports prepared by equity analysts) as well as certain
financial forecasts and other information and data which were provided to or
discussed with SEB Corporate Finance by the management of Meda and that Meda has
directed SEB Corporate Finance to utilize for the purposes of its analyses
(including extrapolations based on certain alternative assumptions provided by
the management of Meda). In addition, SEB Corporate Finance has held discussions
with the Chairman of the Board of Meda and senior members of the management of
Meda concerning the businesses, operations, financial position and prospects of
Meda.

SEB Corporate Finance has performed discounted cash flow analyses and “Leveraged
Buy-Out” analyses of Meda. Furthermore, SEB Corporate Finance has considered
certain financial and stock exchange related information regarding Meda in
comparison with certain other companies with similar operations and other
transactions that SEB Corporate Finance considered relevant in evaluating Meda
and the Offer. SEB Corporate Finance also has reviewed the share price
development and trading activity in Meda shares on Nasdaq Stockholm and has
performed such other analyses and studies as SEB Corporate Finance has deemed
appropriate as a basis for this opinion.

Given that the Offer Consideration only consists of up to 20 percent of newly
issued Mylan shares, and since the share portion of the Offer Consideration is
dependent on the Mylan share price immediately before the Offer Consideration
will be paid, SEB Corporate Finance’s mandate does not include financial
analyses or an opinion relating to Mylan or the value of Mylan shares. SEB
Corporate Finance has, however, reviewed certain publicly available business and
financial information relating to Mylan (including certain reports prepared by
equity analysts) for the purposes of this opinion. In addition, SEB has
considered certain financial and stock exchange related information regarding
Mylan in comparison with certain other companies with similar operations that
SEB Corporate Finance considered relevant in evaluating Mylan. SEB Corporate
Finance also has reviewed the share price development and trading activity in
Mylan shares on the NASDAQ Global Select Stock Market.

SEB Corporate Finance has relied, without independent verification, upon the
accuracy in all material aspects of all of the financial and other information
and data publicly available or provided to or otherwise reviewed by or discussed
with SEB Corporate Finance and upon the assumption that no information of
material importance to the evaluation of Meda’s future earnings capacity or for
SEB Corporate Finance’s assessment in general has been omitted.

With respect to financial forecasts and other information and data provided to
or otherwise reviewed by or discussed with SEB Corporate Finance by the
management of Meda, SEB Corporate Finance has been advised by such management,
and SEB Corporate Finance has assumed, that such financial forecasts and other
information and data (including extrapolations thereto) were reasonably prepared
on bases reflecting the best currently available estimates and judgments of such
management as to the future financial performance of Meda and the other matters
covered thereby. With respect to the publicly available research analysts’
estimates relating to Meda reflected in such financial forecasts and other
information and data and publicly available research analysts’ estimates
relating to Mylan, SEB Corporate Finance has assumed that they reflect
reasonable estimates and judgments as to, and are a reasonable basis upon which
to evaluate, the future financial performance of Meda, Mylan and the other
matters covered thereby. SEB Corporate Finance further has assumed that the
financial results reflected in the financial forecasts and other information and
data utilized in its analyses will be realized at the times and in the amounts
projected. SEB Corporate Finance has assumed that any adjustments, prorations or
allocations of the Offer Consideration would not be meaningful in any material
respect to its analyses or this opinion.

SEB Corporate Finance has not conducted any due diligence in order to verify the
accuracy of received or reviewed information, and has not made any independent
evaluation or assessment of the assets and liabilities (contingent, off-balance
sheet or otherwise) of Meda, Mylan or any other entity nor has made any physical
inspection of the properties or assets of Meda, Mylan or any other entity. SEB
Corporate Finance has assumed that the Offer will be consummated in accordance
with its terms and in compliance with all applicable laws, documents and other
requirements, without waiver, modification or amendment of any material term,
condition or agreement, and that, in the course of obtaining the necessary
governmental, regulatory or third party approvals, consents, releases, waivers
and agreements for the Offer, no delay, limitation, restriction or condition,
including any divestiture requirements, amendments or modifications, will be
imposed or occur that would be meaningful in any respect to SEB Corporate
Finance’s analyses or this opinion. Representatives of Meda have advised SEB
Corporate Finance, and SEB Corporate Finance has assumed, that the final terms
and conditions of the Offer will not vary materially from those set forth in the
draft of the Offer press release reviewed by SEB Corporate Finance. SEB
Corporate Finance is not expressing any opinion with respect to accounting, tax,
regulatory, legal or similar matters and it has relied upon the assessments of
representatives of Meda as to such matters.

This opinion does not address any terms (other than the Offer Consideration to
the extent expressly specified herein) or other aspects or implications of the
Offer, including, without limitation, the form or structure of the Offer, the
form of the Offer Consideration or any terms, aspects or implications of any
shareholders’, non-competition, non-solicitation, non-hire or non-disruption or
other agreement, arrangement or understanding to be entered into in connection
with or contemplated by the Offer or otherwise. SEB Corporate Finance’s
assignment does not include expressing an opinion on the underlying business
decision of Meda to effect the Offer, the relative merits of the Offer as
compared to any alternative business strategies that might exist for Meda,
including whether any other transaction would potentially be more favorable for
the shareholders of Meda, or the effect of any other transaction in which Meda
might engage. Furthermore, SEB Corporate Finance has not been asked by the Board
to, and it did not, participate in the negotiation or structuring of the Offer
or explore the possibility of any offer from another party as regards Meda or
any part thereof. SEB Corporate Finance also expresses no view as to, and this
opinion does not address, the fairness (financial or otherwise) of the amount or
nature or any other aspect of any compensation to any officers, directors or
employees of any parties to the Offer, or any class of such persons, relative to
the Offer Consideration or otherwise.

SEB Corporate Finance’s opinion is based upon current market, economic,
financial and other conditions as in effect on, and upon the information made
available as of, the date hereof. Any change in such conditions or information
may require a revaluation of this opinion. Although subsequent developments may
affect this opinion, SEB Corporate Finance has no obligation to update, revise
or reaffirm this opinion. This opinion does not include any assessment as to the
actual value of Mylan shares when issued or the prices at which Meda shares,
Mylan shares or any other securities will trade or otherwise be transferable at
any time, including following announcement or consummation of the Offer.

Skandinaviska Enskilda Banken AB (“SEB”) is a leading bank in the Nordic market
and offers Meda and other clients various financial services, including
providing and arranging loans. Furthermore, SEB has operations within securities
trading and brokerage, equity research and corporate finance. In the ordinary
course of business within securities trading and brokerage, SEB or any of its
affiliates may, at any point in time, hold long or short positions in, and may
for its own or its clients’ accounts trade in, the shares and other securities
issued by Meda or Mylan.

As a result of its position in the Nordic market, other parts of SEB, apart from
SEB Corporate Finance, are at any point in time, engaged in business with Meda,
and SEB Corporate Finance has provided, and may at any point in time provide,
financial advice to Meda regarding other transactions. As the Board is aware,
SEB, including SEB Corporate Finance, and its affiliates in the past have
provided, currently are providing and in the future may provide investment
banking, commercial banking and other similar financial services to Meda and its
affiliates unrelated to the proposed Offer, for which services SEB and its
affiliates have received and expect to receive compensation, including, during
the past two years, having acted or acting as (i) lead manager for a rights
issue of Meda and (ii) administrative agent for, and as a lender under, a credit
facility of Meda. Although SEB and its affiliates had not provided investment
banking, commercial banking and other similar financial services to Mylan during
the past two years for which SEB or its affiliates received or expect to receive
compensation, SEB and its affiliates may provide such services to Mylan and its
affiliates in the future, for which services SEB and its affiliates would expect
to receive compensation.

SEB Corporate Finance will receive a fixed fee for this opinion, irrespective of
the outcome of the Offer. In addition, Meda has agreed to reimburse SEB
Corporate Finance’s expenses and to indemnify SEB Corporate Finance against
certain liabilities arising out of its engagement.

SEB Corporate Finance’s advisory services and this opinion are provided for the
information of and assistance to the Board in connection with its consideration
of the Offer and does not constitute a recommendation as to whether the
shareholders of Meda should accept the Offer or how any such shareholder should
act on any matters relating to the proposed Offer or otherwise.

Based upon the foregoing and such other matters that SEB Corporate Finance deems
relevant, it is SEB Corporate Finance’s opinion that, as of the date hereof, the
Offer Consideration to be received in the Offer by shareholders of Meda is fair,
from a financial point of view, to such shareholders.

Stockholm, February 10, 2016

SEB Corporate Finance, Skandinaviska Enskilda Banken AB (publ)

Attachments

02102323.pdf