Karo Bio's Annual General Meeting

KARO BIO'S ANNUAL GENERAL MEETING At Karo Bio AB's Annual General Meeting on Wednesday April 9, 2003 the following was resolved. Dividend No dividend is to be paid for the financial year 2002. Board of Directors Johan Claesson new election Dana M. Fowlkes re-election Lars Ingelmark re-election Ulla Litzén new election Per-Olof Mårtensson re-election Björn Nilsson re-election Leon E. Rosenberg re-election John D. Baxter deputy, re-election Jan-Åke Gustafsson deputy, re-election At the Board Meeting following the Annual General Meeting, Per-Olof Mårtensson was elected Chairman of the Board. The previous Board Members Bertil Hållsten and Dan Sten Olsson and deputy Board Member Per Otteskog had declined re-election. Nomination Committee The Meeting resolved that the three largest shareholders, not being represented in the Board of Directors, shall appoint one representative each, which together with the Chairman of the Board shall be members of the nomination committee in respect of the 2004 annual general meeting. The representatives shall be appointed and announced no later than in conjunction with the company's quarterly report for the third quarter 2003. Employee Stock Option Program At the meeting it was unanimously resolved to adopt Employee Stock Option Program 2003/2011 through issuance of stock options to employees of the Karo Bio Group. To ensure that Karo Bio can fulfill its obligation regarding the Employee Stock Option Program, the Meeting resolved to issue debentures with 241,000 detachable warrants in accordance with the Board's proposal. The share capital can increase by no more than in total SEK 1,205,000. Approval of decisions on New Share Issue The Annual General Meeting has today approved the decision on a rights issue with preferential right for existing shareholders. The rights issue will include no more than 4,821,851 shares at a nominal value of SEK 5 each, in summary with the following conditions: Each five shares held entitles to subscribe for two new shares The subscription price is SEK 26 per share Record date for participation in the rights issue is April 14, 2003, consequently the last date for trading in the Karo Bio shares including subscription rights is April 9, 2003 Trading in subscription rights will take place during the period April 17 - May 5, 2003 The subscription period is from April 17 - May 8, 2003 Prospectus, subscription form and issue statement will be distributed to Karo Bio's shareholders beginning on or about April 15, 2003 Through the rights issue, the company will raise approximately SEK 120 million after transaction costs and assuming that the rights issue is fully subscribed. Huddinge, April 10, 2003 KARO BIO AB (publ) For further information, please contact Björn Nilsson, President and CEO, phone +46 8 608 60 20 Bertil Jungmar, Chief Financial Officer, phone +46 8 608 60 52 Facts about Karo Bio Karo Bio has operations in Sweden and the United States. The Company employs 116 people. Karo Bio has been listed on the Stockholm stock exchange (Reuters: KARO.ST) since 1998 and maintains a leading position in the field of drug discovery focused on nuclear receptors. Nuclear receptors are validated drug targets for a number of clinical indications and the Company uses proprietary technologies for the development of novel and improved therapies for major markets. Karo Bio has 368 patent cases including 120 granted patents. Karo Bio has drug discovery programs in several therapeutic areas including men and women's health care, metabolic disorders such as obesity, cardiovascular disease, diabetes, dermatology and ophthalmology. Karo Bio collaborates with major pharmaceutical companies for development of products and marketing. In these collaborations Karo Bio receives upfront payments, R&D funding, milestone payments as well as royalties on net sales when products reach the market. Karo Bio has strategic pharmaceutical drug discovery collaborations with Abbott Laboratories, Bristol-Myers Squibb, Merck & Co., Inc. and Wyeth Pharmaceuticals. This press release is also available on www.karobio.com and www.waymaker.net ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2003/04/10/20030410BIT00010/wkr0001.doc http://www.waymaker.net/bitonline/2003/04/10/20030410BIT00010/wkr0002.pdf