Medicover: Notice of Annual General Meeting and Extraordinary General Meeting.

STOCKHOLM, Sweden -- Time and place

The Annual General Meeting and Extraordinary General Meeting of Medicover Holding S.A. (STO:MCOV) will be held at 20, rue Philippe II, L- 2340 Luxembourg on May 9, 2006 at 11:00 a.m. and 12:00 a.m. respectively to transact the following business:

Annual General Meeting

1. Approval of the reports of the Board of Directors and the Statutory Auditor;

2. Approval of the Balance Sheet and the Profit and Loss Account as of December 31, 2005 and of the consolidated accounts

3. Allocation of results

4. Discharge of the Directors and the Statutory Auditor from liability for the year ended December 31, 2005

5. Re-election of the present Directors who are: Jonas af Jochnick as President of the Board of Directors,

Soren Gyll, Peter Wikstrom, Fredrik Ragmark, Margareta Nordenvall , Arno Bohn and Fredrik Stenmo

6. Re-election of the present Statutory Auditor, Mr. Marc Hoydonckx, KPMG, Audit, Reviseur d'Enterprises

Extraordinary General Meeting

1. Increase of the Company's authorised share capital in order to bring it from its current amount of EUR 89,798,407 represented by 16,000,000 shares without nominal value to the new amount of EUR 134,697,610.50 represented by 24,000,000 shares without nominal value;.

2. Amendment of article 5.III. of the Company's articles of association in order to henceforth limit the power of the board of directors to issue shares in cash to any persons without the application of pre-emption rights in favour of existing shareholders to a maximum of 5% of the new authorized capital of the Company as at May 9, 2006 provided further that this provision shall apply only from such date and onwards;

3. Renewal of the authorization granted to the board of directors of the Company to increase the share capital of the Company within the limits of the authorized capital as foreseen by article 5 of the articles of association of the Company for a new period of 5 years starting from the date of the present general meeting with possibility of renewal by decision of a general meeting of shareholders;

4. Amendment of article 5 of the Company's article of association so as to reflect the above mentioned items of the agenda.

Who may attend the Meeting

Holders of registered shares in the Company registered with the Company Registrar on 28 April 2006 are entitled to participate in the Meetings.

Holders of Swedish Depository Receipts registered with the Swedish Securities Register Center (VPC) on 28 April 2006 may exercise the rights attached to the number of shares equivalent to the number of Swedish Depository Receipts in accordance with the procedure stated below. Those who hold Swedish Depository Receipts through a trustee must request that they be temporarily entered into the VPC register in order to exercise their rights at the Meetings. Such registration must be executed by 28 April 2006.

How to notify to attend the Meeting

Shareholders have the right to participate in the business of the Meetings and to exercise their voting rights either in person or by proxy. Regarding voting by proxy, see "Voting" below. Shareholders do not have to notify the Company of their intent to participate in person at the Meetings.

To be entitled to vote at the Meetings in person, owners of Swedish Depository Receipts must notify Svenska Handelsbanken AB, Corporate Finance, by phone [phone] or [phone] by 3 May 2006. Holders of Swedish Depository Receipts may also exercise their voting rights by delivering to the Company a voting form (see "Voting") below.

Voting

Holders of registered shares may vote (i) in person at the Meetings or (ii) appoint a proxy to represent them. Proxies do not need to be members of the Company. The procedure for voting by a proxy requires that the shareholder complete a special form (available on the Company's web-site as "Form of Proxy for Registered Shareholders"). The shareholder shall indicate on the form how (s)he wants to vote on the issues and motions addressed by the Meetings and deliver it to the Company not less than two full business days before the day appointed for holding the Meetings.

Holders of Swedish Depository Receipts may vote (i) in person at the Meetings upon notification as described above, or (ii) by delivering to the Company a duly completed voting form (available on the Company's web-site as "Form of Proxy for Swedish Depository Receipts") by 3 May 2006.

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