Press Release from Extraordinary General Meeting in Scandinavian Clinical Nutrition i Sverige AB (publ)

Today, March 31, 2009, an Extraordinary General Meeting in Scandinavian Clinical Nutrition AB (SCN) decided to offer the holders of the convertible bonds issued in May 2008 and one of the company’s major creditors to buy shares in Scandivir AB through a settlement of claims.

As previously communicated, SCN has initiated an extensive program designed to reduce the company’s costs and risks compared to previous years, to counter the current financial crisis and prepare the company for future challenges. An important part of the program is to reduce the company’s debt load. If all the creditors accept the offer, it will decrease SCN’s debt load and increase the capital base substantially.

The offers in short:

The creditor Carsten Waern (with companies) is offered to settle due claims amounting to a total of MSEK 3.3 in return for shares in Scandivir AB based on a MSEK 100 value of Scandivir, meaning that 3.3% of the total amount of shares in Scandivir are offered to Carsten Waern. If the transaction is carried out, SCN’s shareholding in Scandivir will decrease from about 47.5% to about 44.2%. The decision was made with 98.9% majority.

The holders of the convertible bonds issued in May, 2008, are offered to transfer these to SCN against shares in Scandivir AB, based on a MSEK 100 value of Scandivir. The decision was based on a proposal from the shareholder Anders Struksnes, which differed from the Board’s proposal on two points:
• Instead of a valuation of MSEK 116 as the Board had proposed, Anders Struksnes proposed MSEK 100, in line with the offer to Carsten Waern with companies. This means that each share in Scandivir is valued to SEK 17.24, and that each convertible bond entitles the holder to 1.16 shares in Scandivir, as opposed to the Board’s proposal where each convertible bond should entitle the holder to 1 share in Scandivir, valued to SEK 20.
• Anders Struksnes also proposed to extend the time period to exercise the offer from April 9 to April 17

If all holders of bonds choose to carry out the transaction, and the transaction with Carsten Waern also is carried out, SCN’s shareholding in Scandivir will decrease to about 19.85%.

The Board (of which all members were present at the EGM) recommended the EGM to vote for the proposal from Anders Struksnes. The decision of the EGM was unanimous.

The exact terms and conditions for the offers are available on SCN’s website, www.scnutrition.com.