Karo Bio to issue new shares with preferential rights

Not for distribution in the US, Australia, Japan, New Zealand or Canada.
The Offer does not apply to persons whose participation requires further
prospectuses, filings or other measures in excess of those implied by
Swedish law.

Karo Bio to issue new shares with preferential rights

· The Board of Directors of Karo Bio AB has on March 6, 2003 decided,
subject to the approval by the Annual General Meeting, on a rights issue
with preferential right for existing shareholders

· The rights issue is implemented in order to secure continued R&D
activities and to provide Karo Bio with a better position when
negotiating new collaboration agreements, and is expected to raise
approximately SEK 160 million based on the closing price on March 6,
2003,

· The subscription price will be determined as the volume weighted
average share price during the period from and including April 2 through
and including April 8, 2003, multiplied by a factor of .75

· Existing shareholders have the right to subscribe for two new
shares for each five shares held

· Shareholders representing approximately 29 percent of the shares in
Karo Bio have declared their support of the rights issue and intend to
subscribe for their respective parts. In addition, guarantors have
undertaken to subscribe for shares that have not been subscribed for by
the shareholders up to an amount of SEK 70 million

· Annual General Meeting on April 9, 2003, to approve the decision by
the Board of Directors.

· The Board of Directors proposes that the Annual General Meeting
resolve to adopt Employee Stock Option Program 2003/2011

Background and reasons

Karo Bio develops pharmaceuticals in collaboration with leading
pharmaceutical companies. In such collaborations, Karo Bio provides
advanced research technology, while the clinical development, production
and marketing of pharmaceuticals is carried out by the collaborator.

Karo Bio’s revenues are generated in four different ways; up-front
payments when new collaborations are entered into, R&D funding,
milestone payments when stated milestones are reached and royalties on
sales once the product reach the market.

Karo Bio has the objective to enter into one new collaboration on
average each year. Having a number of parallel collaborations will
increase the possibilities for Karo Bio to generate drug compounds that
will generate revenues in the form of milestone or royalty payments and
at the same time decrease the operational risk if certain projects fail.

At present, Karo Bio has four strategic drug discovery collaboration
projects. All projects are progressing well and three of the projects
are approaching clinical trials. The collaboration project nearest
clinical trials is the drug discovery collaboration in the field of
estrogen receptors with Merck & Co., Inc. In this project, a drug
candidate was selected for clinical trial in July 2002. The Bristol-
Myers Squibb collaboration for obesity and the Abbott Laboratories
collaboration for diabetes type 2 are in the late stages before
selecting drug candidates. The fourth collaboration with Wyeth
Pharmaceuticals for treatment and prevention of atherosclerosis was
initiated in 2001 and has made considerable progress regarding the
identification of promising lead compounds.

When existing projects enters clinical trials, the R&D funding ceases,
which implies a significant reduction in revenues in the short-term,
since R&D funding is received only for a minor share of the Company’s
employees unless new collaboration agreements are entered into or
existing agreements are prolonged. However, when a collaboration project
enters into a clinical trial, Karo Bio may receive substantial milestone
payments provided the clinical trial is successful for the collaboration
partner. The uncertainty regarding the timing for milestone payments and
royalty is substantial and consequently, new collaboration agreements
are essential for Karo Bio to be able to continue its research
operations. It is however difficult to predict when new collaboration
agreements can be entered into and thereby when new R&D funding can be
received.

It is the Board of Directors’ opinion that Karo Bio’s current financial
position needs to be strengthened in order to ensure that Karo Bio has
sufficient funds for continued R&D activities, both within the
indication areas included in previous collaboration agreements as well
as within new areas, which are to form the platform for future
collaboration agreements.

Against this background, and with the knowledge that an enhanced
financial position provides Karo Bio with a better position when
negotiating new collaboration agreements, the Board of Directors decided
on March 6, 2003, to implement a new share issue with preferential
rights for existing shareholders. Based on the closing price on March 6,
2003, the rights issue is expected to generate proceeds of approximately
SEK 160 million prior to transaction costs. Thereby, liquid funds will
amount to approximately SEK 360 million pro forma as of December 31,
2002 assuming full subscription and the above mentioned share price.

The rights issue

The Board of Directors has on March 6, 2003 decided, subject to approval
by the Annual General Meeting on April 9, 2003, to implement a rights
issue of no more than 4,821,396 shares 1) , each with a nominal value of
SEK 5, with preferential rights for existing shareholders. Each five
shares held entitle to subscription of two new shares. The subscription
price will be determined in accordance with the formula stated below,
and is expected to be announced after market close on April 8, 2003.

For each new share payment shall be made with an amount equal to the
average volume weighted share price for the Karo Bio share on the
Stockholm Stock Exchange during the period from and including April 2
through and including April 8, 2003, multiplied by a factor of .75. The
payment for each share shall however be no less than SEK 5, the nominal
value per share.

Assuming full subscription, the share capital will increase by no more
than SEK 24,106,980 from SEK 60,267,445 to no more than SEK 84,374,425
prior to the exercise of outstanding warrants. Based on the closing
price on March 6, 2003 and assuming that the rights issue is fully
subscribed, total proceeds will amount to approximately SEK 160 million
prior to transaction costs.

Shareholders, representing a total of approximately 29 percent of the
share capital and voting rights in Karo Bio, prior to exercise of
outstanding warrants, have declared their support of the rights issue
and intend to subscribe for their respective parts.

Undertaking

Stena AB, Johan Claesson 2) and the Third Swedish National Pension Fund
have irrevocably undertaken to subscribe for shares that are not
subscribed for by the shareholders up to a subscription amount of in
total SEK 70 million.

1) Prior to exercise of outstanding warrants. Should new shares be
issued before the record date for the rights issue through the exercise
of warrants, such shares will be entitled to participate in the rights
issue whereby the number of new shares will increase.

2) Through CA-Fastigheter AB.

Terms in brief

The new issue, with preferential rights for existing shareholders,
comprises of no more than 4,821,396 shares1, each with a nominal value
of SEK 5. Below are stated terms in brief and time schedule for the
rights issue.

· Each five shares held entitles to subscribe for two new shares
· The subscription price is determined as the volume weighted average
share price during the period from and including April 2 through and
including April 8, 2003, multiplied by a factor of .75 and is expected
to be announced after market close on April 8, 2003
· 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

Stock option plan

The Board of Directors proposes that the Annual General Meeting resolve
to adopt Employee Stock Option Program 2003/2011. The company’s share
capital will at full subscription pursuant to the Board of Directors’
proposal be increased by no more than in total SEK 1,205,000,
corresponding to 2.0 percent of the current share capital.

Annual General Meeting

The Board of Directors’ decision on a rights issue is subject to
approval by the Annual General Meeting on April 9, 2003. For further
information regarding the Annual General Meeting please refer to the
notice which will be made public on or about March 11, 2003 and will
thereafter be available at the company’s web page www.karobio.com/agm

Carnegie is financial advisor to Karo Bio.

Huddinge, March 7, 2003

KARO BIO AB

For further information, please contact
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 the
development of products and marketing. In these collaborations Karo Bio
receives upfront payments, R&D funding and 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 online at www.karobio.com and at
www.waymaker.net.

1) Prior to exercise of outstanding warrants. Should new shares be
issued before the record date for the rights issue through the exercise
of warrants, such shares will be entitled to participate in the rights
issue whereby the number of new shares will increase.

2) Through CA-Fastigheter AB.

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The following files are available for download:
https://www.waymaker.net/bitonline/2003/03/07/20030307BIT00090/wkr0001.doc
https://www.waymaker.net/bitonline/2003/03/07/20030307BIT00090/wkr0002.pdf