NOTICE OF EXTRAORDINARY GENERAL MEETING IN KARO BIO AB

LEGAL#8918818v2
NOTICE OF EXTRAORDINARY GENERAL MEETING IN KARO BIO AB (PUBL)
Shareholders in Karo Bio AB (publ) are hereby called to an extraordinary general meeting on
November 19, 2012 at 4:00 p.m. at Restaurant Tango, Novum Science Park (5 th floor),
Hälsovägen 7 in Huddinge, Sweden.
Right to attend
Entitled to attend the extraordinary general meeting are those who are both registered
shareholders in the share register held by Euroclear Sweden AB at the record date
November 13, 2012 and have given notification to the company of their intention to attend the
general meeting at 4:00 p.m. on November 13, 2012 at the latest.
Shareholders with nominee-registered shares must temporarily register their shares in their own
name with Euroclear Sweden to attend the meeting. Such registration must be completed by
November 13, 2012 and should be requested well in advance to this date to the nominee of the
shares.
Notification to attend
Notification to attend the meeting shall be submitted in writing to the address Karo Bio AB, att:
Eva Kruse, Novum, S-141 57 Huddinge, Sweden, by fax to +46 8 774 82 61, via e-mail to
stamma@karobio.se or via Karo Bio’s website www.karobio.se/stamma. Name, personal
identification number or corporate identity number, phone number and number of shares held
shall be included in the notification to attend. Where applicable, the number of advisors
(maximum two) shall be stated. If a shareholder intends to be represented by proxy, power of
attorney and other authorization documents should be included in the notification. The original
authorization documents must be able to be presented at the meeting. Proxy forms are available
from the company, at the company's website and will be sent to shareholders who provide their
postal address.
Proposal of Agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to confirm the minutes
6. Determination as to whether the meeting has been duly convened
7. The board of directors proposal for (a) resolution on a preferential rights issue and (b)
authorization for the board to resolve on new share issue at over-subscription
8. Presentation of balance sheet for liquidation purposes and resolution not to enter the
company into liquidation
9. Closing of the meeting

LEGAL#8918818v2
2(3)
Proposals by the Board of Directors
Paragraph 7 A – Preferential rights issue
The board of directors of Karo Bio proposes that the general meeting resolves that the
company’s share capital shall increase through a preferential issue of shares with the purpose of
providing the company with MSEK 38.7 in issue proceeds. The share capital will be increased
by a maximum of SEK 2,580,426.48 by the issuance of a maximum of 129,021,324 shares.
These new shares will be subscribed for with preferential right for the company’s shareholders
in proportion to the number of shares already held, whereby three (3) existing shares entitle to
the subscription of one (1) new share. The new shares carry a subscription price of SEK 0.30
per share. Record date for the determination of which shareholders are entitled to subscribe for
new shares with preferential right shall be November 26, 2012. Subscription for new shares will
take place during the period from November 28, 2012 up to and including December 12, 2012.
In the event that not all shares are subscribed for by the exercise of subscription rights, the
board shall decide on allocation of shares without the exercise of subscription rights up to the
maximum amount of the rights issue in accordance with applicable allocation principles.
A resolution on a preferential rights issue requires the support of shareholders with more than
half of the votes cast.
Paragraph 7 B – Authorization for the board of directors to resolve on share issue (overallotment
option)
In order to satisfy any over-subscription in the preferential rights issue, the board proposes that
the board is authorized to, within thirty days from the final subscription date in the preferential
rights issue (and on January 31, 2013 at the latest), decide on the issuance of additional shares
up to a maximum of 33,500,000 shares at an issue price of SEK 0.30 per share in order to
enable the company to raise additional proceeds of approximately MSEK 10. Upon full
subscription of the preferential rights issue, the over-allotment represents 6.5 % of the share
capital.
The reason for the deviation from the existing shareholders’ preferential right is to take
advantage of the company’s opportunity to raise additional funds in the event of an oversubscription
of the rights issue, if deemed desirable. The share issue can be made with or
without preferential right for the company’s shareholders according to the allocation principles
applicable for the preferential rights issue, however, the board shall have the right to first
accommodate any subscription interest of the underwriters included in the guarantee
undertakings.
A resolution on authorization requires the support of shareholders representing two-thirds of the
votes cast as well as the shares represented at the general meeting.
Paragraph 8 – Presentation of balance sheet for liquidation purposes and resolution not to
enter the company into liquidation
At the extraordinary general meeting on April 27, 2012 (the first control meeting) a balance
sheet for liquidation purposes which showed that the company’s shareholder equity was less
than half of the registered share capital was presented. The general meeting resolved to reduce
the share capital, with the result that the company regained full coverage of the registered share
capital, and that the company should not enter into liquidation.

LEGAL#8918818v2
3(3)
Within eight months of the first control meeting, the company is required to again consider if
the company shall enter into liquidation at a second control meeting. Therefore, the board has
instructed the auditor to conduct a review of a balance sheet for liquidation purposes based on
the balance sheet included in the interim report for the period January - September 2012. Since
the balance sheet shows that the company's share capital has been restored, the board proposes
that the general meeting resolves that the company shall continue its operations and shall not
enter into liquidation.
Available documents and information
The board’s complete proposals and other documents in accordance with the Swedish
Companies Act will be available at the company and on the company’s website at least three
weeks before the meeting. Copies of the documents will be sent free of charge to shareholders
who request these documents and state their address.
At the general meeting, the board and the CEO shall, if any shareholder so requests and the
Board believes that it can be done without material harm to the company, provide information
about conditions that may affect the assessment of an item on the agenda. The corresponding
disclosure obligation also applies in relation to subsidiaries. The disclosure obligation also
applies to the company's relation to other group companies and the consolidated accounts.
Number of shares and votes in the company
At the time of issue of this notice, the total number of shares and votes in the company was
387,063,972. The Company holds no treasury shares.
Huddinge in October, 2012
Karo Bio AB (publ)
The Board of Directors