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2016-03-11

MEDA: NOTICE OF ANNUAL GENERAL MEETING IN MEDA AB (publ)

Notice is hereby given to the shareholders of Meda AB (publ),
corp.reg.no 556427-2812, that the Annual General Meeting (AGM) will
be held at 5.00 PM on Thursday, April 14, 2016, at Meda's
headquarters at Pipers väg 2A, Solna, Sweden. Registration starts at
4.00 PM.

Right to participate

Shareholders who wish to participate in the AGM shall:

·
be registered in the share register held by Euroclear Sweden AB on
Friday, April 8, 2016, and

·
send notice of their intention to participate in the AGM to Meda by
Friday, April 8, 2016.

In order to be entitled to vote at the AGM, shareholders whose shares
are registered in the names of nominees must temporarily register
their shares in their own names with Euroclear Sweden AB by Friday,
April 8, 2016. Consequently, shareholders should notify nominees well
in advance of that date.

Notification of attendance

Notice of AGM participation shall be given via mail to Meda AB, Annual
General Meeting, Box 7835, 103 98 Stockholm, Sweden, via phone at
+46-8-402 90 49, or on the company's website www.meda.se. In the
notice the shareholder's name, Swedish civil registration number or
corp.reg.no, address, number of shares, phone number (daytime), and
information about accompanying assistants (at most two) shall be
stated. If participating by proxy, please submit the original proxy
document to Meda before the AGM. 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 must also be submitted. The proxy
form is available at www.meda.se, and will be sent to shareholders
who request the form and specify an address.

Admission cards

Admission cards that entitle shareholders to participate in the AGM
will be sent out in advance. Admission cards should be received by
shareholders no later than April 12, 2016. If a shareholder has not
received an admission card before the AGM, a new admission card can
be requested at the information desk at the entrance of the AGM upon
presentation of proper identification.

Bus transportation to and from the AGM will be arranged from
Stockholm's Central Station. Buses will be available at 3:45 PM and
depart shortly thereafter. Preregistration is required. When
registering for the AGM, indicate if bus transportation is desired.

Proposed agenda

1.
Opening of the AGM

2.
Election of the AGM chairman

3.
Establishment and approval of the voting list

4.
Approval of the agenda

5.
Election of one or two persons to verify the minutes

6.
Consideration whether the AGM was duly convened

7.
Presentation of the annual accounts and the auditor's report, the
consolidated annual accounts and the consolidated auditor's report

8.
CEO statement

9.
Q&A session

10.
Decisions regarding:
- adoption of income statement and balance sheet and the consolidated
income statement and consolidated balance sheet

- disposition of company earnings as per the adopted balance sheet
- discharge of the board members and CEO from liability
11.
Determination of the number of board members and deputy board members
to be appointed by the AGM

12.
Determination of board remuneration and auditor's fees

13.
Election of board members and auditors

14.
Election of chairman of the board

15.
Resolution concerning principles for appointment of the nomination
committee

16.
Resolution concerning guidelines for remuneration to senior executives

17.
Resolution on authorization of the board to decide on issuing new
shares

18.
Resolution on authorization of the board to decide on purchase and
sale of the company's own shares

19.
Other business

20.
Closing of the AGM

Proposed resolutions

Item 10: Proposed dividend and record date for the dividend

The board proposes an unchanged dividend of two krona and fifty öre
per share (SEK 2.50), and that the record date for the dividend shall
be April 18, 2016. If the AGM resolves in accordance with this
proposal, the dividend is expected to be distributed under the
direction of Euroclear Sweden AB on April 21, 2016. The last day for
trading with the company's shares including right to dividend is
April 14, 2016.

Item 2 and items 11-14: proposed AGM chairman, board members,
remuneration and more

In accordance with the resolution at the 2015 AGM, a nomination
committee has been appointed for the 2016 AGM. The nomination
committee for the 2016 AGM has consisted of Evert Carlsson (Swedbank
Robur Fonder), Elisabet Jamal Bergström (Handelsbanken Fonder),
Sigieri Diaz Pallavicini (Fidim S.r.l.), Bert-Åke Eriksson (Stena
Sessan Rederi AB), committee chairman, and Martin Svalstedt, chairman
of the board.

Under item 2 in the agenda, the nomination committee will propose the
following:

that Martin Svalstedt is appointed as AGM chairman.

Under items 11-14, the nomination committee will propose the
following:

that the board shall consist of nine (9) members (unchanged) and no deputy members be appointed (unchanged);

that the board remuneration shall be SEK 4,900,000 (last year SEK 4,750,000) of which the chairman shall receive SEK 1,000,000 (last year 900,000), the deputy chairman shall receive SEK 700,000 (last year SEK 650,000) and each of the other board members shall receive SEK 400,000 (unchanged);

that remuneration for work in the audit committee shall be set to SEK 200,000 (unchanged) of which SEK 100,000 (unchanged) for the committee chairman and SEK 50,000 (unchanged) for each of the other members;

that remuneration for work in the remuneration committee shall be set to SEK 200,000 (unchanged) of which SEK 100,000 (unchanged) for the committee chairman and SEK 50,000 (unchanged) for each of the other members;

that remuneration may be paid to a company designated by the board member against invoice provided that such arrangement is cost neutral to Meda AB;

that remuneration to the auditing firm be paid as per invoice for review of accounts and company administration as well as group audit;

that the following board members be re-elected:

·
Peter Claesson

·
Peter von Ehrenheim

·
Luca Rovati

·
Martin Svalstedt

·
Karen Sörensen

·
Lars Westerberg

·
Guido Oelkers

·
Kimberly Lein-Mathisen

·
Lillie Li Valeur

that Martin Svalstedt be re-elected as chairman of the board;

that PricewaterhouseCoopers AB, which intends to elect Mikael Eriksson
as auditor in charge, be re-elected as audit firm until the end of
the next AGM.

Shareholders, who together represent about 36 percent of all votes in
the company, have stated that they intend to vote in favor of the
proposals.

Item 15: Establishment of principles for appointment of the nomination
committee

The nomination committee proposes that the AGM approves the following
guidelines for appointment of the nomination committee.

Meda's nomination committee shall consist of one representative of
each of the four largest shareholders and the chairman of the board.

The chairman of the board will contact the four largest shareholders,
based on information in the company's share register, kept by
Euroclear Sweden AB, as of the last banking day in August 2016.
Within fourteen (14) days of being contacted, the shareholders shall
submit a response as to whether they wish to participate in the
nomination work or not. If any of the four largest shareholders
declines to exercise the right to appoint a member to the nomination
committee, then the next largest shareholder shall be given the
opportunity to appoint a member and shall submit a response within
one week as to whether they wish to participate or not.

The names of the four owner representatives and the shareholders whom
they represent shall be publicly announced as soon as the committee
is appointed but not later than six months before the AGM. If at that
point in time four owners have not declared their interest in
participating in the nomination committee, the committee may then
consist of fewer members.

The nomination committee's term of office extends until a new
committee is appointed.

The nomination committee chairman shall be the committee member who
represents the largest shareholder unless committee members agree
otherwise. The nomination committee's first meeting will be opened by
the chairman of the board. If a member leaves the nomination
committee before its work is completed, then the owner that appointed
the member has the right to appoint a new committee member.
Nomination committee members will receive no remuneration.

If a significant change occurs in Meda's ownership structure and a
shareholder which after this significant ownership change becomes one
of the four largest shareholder expresses the desire to appoint a
nomination committee member, then the nomination committee shall
offer the shareholder a place on the committee by either deciding to
replace the smallest shareholder (with the least number of votes) on
the committee by this shareholder or to increase the committee's size
by yet another member - but not to more than six members.

Changes in the nomination committee's composition must be announced as
soon they occur.

The committee's task is to prepare and submit proposals to the AGM
for:

·
the election of AGM chairman,

·
the election of chairman of the board and board members,

·
board remuneration with specification for the chairman of the board,
the deputy chairman of the board (if any) and other board members
plus remuneration for committee work.

·
the election of auditor and deputy auditor (if any), and auditor's
fees,

·
principles for appointment of the nomination committee.

The nomination committee may charge the company for costs that are
necessary for enabling the committee to fulfill its obligations, such
as costs for recruitment consultants and other consultants.

In conjunction with its assignment, the nomination committee shall
comply with the Swedish Corporate Governance Code concerning
nomination committee responsibilities.

Item 16: Establishment of guidelines for remuneration to senior
executives

The board proposes that the AGM approves the following guidelines for
remuneration to senior executives. The guidelines reflect the
company's need to be able to recruit and motivate qualified employees
via compensation that is competitive in various countries. The
group's executive management team consists of the CEO and such senior
executives representing management functions reporting directly to
the CEO.

The guidelines for remuneration and other employment terms for the
company's group executives are based on existing agreements and mean:

1.
that Meda shall strive to offer its executives market-based
remuneration/compensation,

2.
that the criteria shall be based on the significance of
responsibilities, competence requirements, experience and
performance, and

3. that the remuneration will consist of:

· fixed base salary
· short-term variable pay
· long-term variable pay
· pension benefits, and
· other benefits and severance terms and conditions

Distribution between base salary and variable pay shall be
proportionate to the executive's responsibility and authority levels.

Short-term variable pay is entirely performance-based, partly on group
profit and partly on individual qualitative parameters. The variable
pay, in the case of the CEO, must not exceed 80 percent of the fixed
base salary and, in the case of other senior executives, must not
exceed 50 percent of the fixed base salary.

Long-term variable pay may include one or several share-related
incentive programs.

Pension benefits shall reflect customary market terms. Pension basing
salary consists of base salary and variable salary. Other benefits
will be mainly a company car. Further benefits may be customary
benefits in connection with an executive moving for work abroad. Such
benefits may include temporary accommodation, tuition fees, moving
costs, tax filing assistance an...

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