Summons to Annual General Meeting for Genovis AB (publ)

Shareholders of Genovis AB (publ) are hereby summoned to the Annual General Meeting at
4:00 pm on Thursday, 19 April, at Scandic Star, Glimmer vägen 5 in Lund

Proposed agenda
1. Opening of Annual General Meeting.
2. Election of Chairman for Annual General Meeting
3. Preparation and approval of voting list
4. Election of one or two persons to verify the minutes.
5. Question involving whether the Annual General Meeting has been properly convened.
6. Approval of agenda.
7. Submission of annual accounts and auditor’s report.
8. CEO’s address, after which the shareholders will be provided with the opportunity
to pose any possible questions to the CEO, Chairman of the Board and Auditor
9. Decision
a) concerning ratification of income statement and balance sheet
b) concerning disposition of the company’s surplus or deficit as per the ratified
balance sheet
c) concerning release from liability for board members and CEO
10. Determination of the number of board members and alternates who will be elected
by the Annual General Meeting.
11. Establishment of remuneration for the Board.
12. Establishment of remuneration for the Auditor.
13. Question involving whether the Annual General Meeting should choose the Chairman
of the Board.
14. Election of Board and of the Chairman of the Board.
15. Appointment of members to the Nominating Committee as well as adoption of
instructions for the Nominating Committee.
16. Board’s proposal for a decision regarding guidelines for compensation for leading
employees
17. Decision concerning changes to the Articles of Association.
18. Other business that arises at the Annual General Meeting in accordance with the
Swedish Companies Act or the Articles of Association.
19. Concluding of the Annual General Meeting

Proposed decisions

Point 2: Proposal for Chairman for Annual General Meeting.
The Nominating Committee proposes Lawyer Arne Källén as the Chairman of the Annual
General Meeting.

Point 9b: The Board’s proposal for the disposition of the company’s surplus or deficit.
The Board proposes to the Annual General Meeting that the company’s deficit be carried
forward to the next year.

Point 9c: Release from liability for board members and CEO
The Auditor recommends that the Annual General Meeting grant the board members and the
CEO a release from liability for the fiscal year.

Point 11: Establishment of remuneration for the Board.
The Nominating Committee’s proposal for compensation for the Board and the Chairman of
the Board will be available at the company beginning 4 April 2007.

Point 12: Establishment of remuneration for the Auditor
The Nominating Committee’s proposal for compensation for the Auditor will be available at
the company beginning 4 April 2007.

Point 13: Question involving whether the Annual General Meeting should choose the
Chairman of the Board.
The Nominating Committee proposes that the Chairman of the Board be chosen by the
Annual General Meeting.

Point 14: Election of the Board
The Nominating Committee’s proposal for the election of the Board Members and Alternates
will be available at the company beginning 4 April 2007

Point 15: Appointment of members to the Nominating Committee as well as adoption of
instructions for the Nominating Committee.
The Nominating Committee proposes that the Annual General Meeting decide that the
Nominating Committee for the year 2007 Annual General Meeting consist of representatives
for the three shareholders who at the point in time at the end of the third quarter of the year
2007 own the most votes in the company. If any of the three shareholders with the most votes
refrains from designating a representative to the Nominating Committee, then the shareholder
who thereafter has the most votes will be provided the opportunity to designate such a
representative. The CEO or another person from the company management shall not be a
member of the Nominating Committee and the majority of the Nominating Committee’s
members shall not be board members. The Chairman of the Nominating Committee shall be
the shareholder who at the point in time of the end of the third quarter in the year 2007 has the
most votes in the company or his representative.
If significant changes occur in the ownership structure after the Nominating Committee has
been designated, the composition of the Nominating Committee shall be changed in
accordance with the principles above.
It is the duty of the Chairman of the Nominating Committee to convene the Nominating
Committee.

Instructions for the Nominating Committee
The Nominating Committee shall
• Prepare and submit a proposal for the Chairman and other members of the Board as
well as submit a proposal for the remuneration for the Board as distributed between
the Chairman and the other members.
• Present a proposal for the selection and remuneration of the Auditor.
• Present a proposal for who should be the Chairman of the Board.

The Nominating Committee proposes that no remuneration be paid to the members of the
Nominating Committee.

Point 16: Board’s proposal for a decision regarding guidelines for compensation for
leading employees.
The Board proposes that the Annual General Meeting decide to adopt guidelines for
compensation to the CEO and other leading employees in accordance with the following. The
guidelines apply for employment agreements that are entered into after the guidelines have
been approved by the Annual General Meeting and for changes to existing employment
agreements that are made thereafter.
The fundamental principle is that the compensation and other conditions of employment for
the management and the CEO must be competitive in order to ensure that Genovis AB can
attract and retain leading employees.
Principles for fixed compensation
The fixed compensation for the management and CEO must be competitive and be based on
the area of responsibility and performance of the individual.
Principles for variable compensation
The management and CEO may receive variable compensation in addition to their fixed
compensation. The variable compensation shall at most amount to 50 % of the fixed
compensation. The variable wage part can be based upon developments for all of Genovis.
The development must concern the fulfillment of different improvement targets or the
achievement of different financial goals. Such goals must be determined by the Board and
can, among other things, be connected to the operating results or cash flow.
Each year, the Board shall consider whether a share or share price-related incentive program
should be proposed to the Annual General Meeting or not. It is the Annual General Meeting
that decides upon such incentive programs.
Conditions for non-monetary benefits, pensions, notice of termination and severance pay.
Pensions
The management and CEO have a right to a pension corresponding to an ITP plan.
Notice of termination and severance pay
For managerial personnel and the CEO, the notice of termination period on the part of the
company is 6 months and on the part of the individual 6 months. In addition, managerial
personnel and the CEO can in certain circumstances, under the precondition that it is the
company who has given notice to terminate the employment, be offered 12 months of
severance pay.
The Board is allowed to deviate from these guidelines if in an individual case there exists a
special reason for doing so.
Under the assumption that the company will retain the present number of leading employees
during the year 2007, the company’s commitment to leading employees and the CEO in total
is computed to cost the company solely in terms of fixed compensation at most SEK
1,404,480 and for fixed compensation with maximum utilization of variable compensation at
most SEK 2,106,720.

Point 17: The Board’s proposal for a decision on changes to the Articles of Association
The Board proposes changes to the Articles of Association involving paragraphs 3,4,5,8,9,10
and 11 as per the below.
Excerpt from Articles of Association for Genovis AB (publ), new wording
3 The enterprise
The company shall conduct, through the acquisition of all or parts of companies, intellectual property
rights and through in-house research and development, the commercialization of high technology
products and methods within biotechnology and medical technology as well as own and administer
securities and real estate as well as enterprises compatible with such.
4 Share capital
The share capital shall comprise at the lowest three million (3,000,000) SEK and at the highest twelve
million (12,000,000) SEK.
5. Number of shares
The number of shares shall be at the lowest seven million five hundred thousand (7,500,000) and at
the highest thirty million (30,000,000).
8 Board
The Board shall consist of three (3) to ten (10) members with at most five (5) alternates.
9 Auditors
For examination of the company’s annual report in addition to the accounts and the administration of
the Board and the CEO, quantity one (1) auditor with or without an alternate or a registered public
accounting firm will be appointed. The Auditor and Alternate Auditor must be Authorized Public
Accountants.
The appointment as Auditor shall apply until the end of the Annual General Meeting that is held
during the fourth fiscal year after the Auditor was elected. In the event of re-election, the Annual
General Meeting can decide that the appointment shall apply until the end of the Annual General
Meeting that is held during the third fiscal year after the election of the Auditor.
10. Summons
Summons to the company’s Annual General Meeting shall take place through announcement in
Dagens Industri and Post och Inrikes Tidningar.
Summons to the Annual General Meeting as well as summons to extraordinary general meetings
where questions concerning changes to the Articles of Association are to be treated, must be issued at
the earliest six weeks and at the latest four weeks before the meeting. Summons to other extraordinary
general meetings must be issued at the earliest six weeks and at the latest two weeks before the
meeting.
In order to participate in the Annual General Meeting, shareholders must send a notification to the
company concerning such before 12:00 noon on the day that is specified in the summons to the
meeting. This day shall not be a Sunday, other normal holiday, Saturday Midsummer’s Eve,
Christmas Eve or New Year’s Eve and shall not be earlier than the fifth working day before the
meeting.
11. Annual General Meeting
The Annual General Meeting is held each year within six months from the end of the fiscal year. At
the Annual General Meeting, the following items will be processed:
1. Election of Chairman for Annual General Meeting
2. Adjustment of voting list
3. Approval of agenda
4. Election of person to verify the minutes
5. Testing of whether the Annual General Meeting has been properly convened
6. Submission of annual accounts and auditor’s report as well as if such should be the case the group
annual accounts and the group auditor’s report.
7. Decision concerning ratification of income statement and balance sheet and if such should be the
case the group income statement and group balance sheet.
8. Decision concerning disposition of the company’s surplus or deficit as per the ratified balance
sheet
9. Decision concerning release from liability for board members and CEO
10. Determination of the number of board members and alternates who will be elected by the Annual
General Meeting
11. Establishment of remuneration for the Board
12. Establishment of remuneration for the Auditor
13. Election of Board and of the Chairman of the Board
14. Election of, if such should be the case, the Auditor
15. Other business that arises at the Annual General Meeting in accordance with the Swedish
Companies Act or the Articles of Association

For a valid decision by the Annual General Meeting, it is required as far as point 16 above is
concerned that the Annual General Meeting’s decision be agreed to by shareowners with at
least two-thirds of both the votes cast as well as the shares that are represented at the Annual
General Meeting.

Right to participate in the Annual General Meeting
The right to participate in the Annual General Meeting for Genovis is possessed by
shareholders who are registered in the print-out of the share register that is made on 13 April
2007 and who serves notice of his intention to participate in the Annual General Meeting to
Genovis AB at the latest on 10 April 2007 at 12:00 noon.

Registration in the share register
The Genovis share register is kept by VPC AB. Only owner-registered holdings are listed
under the shareowner’s own name in the share register. In order for shareowners with
administrator-registered shares to have the right to participate in the Annual General Meeting,
administratorregistered
shares ought to request of the bank or the fund dealer who is administering the
shares temporary ownership registration, so-called voting registration, a couple of banking
days prior to 13 April 2007.

Notification
The notification of intent to participate in the Annual General Meeting can take place
• by post to Genovis AB (publ), IDEON, 223 70 Lund
• by telephone 046-10 12 30
• by fax 046-286 24 95
• by E-mail: susanne.nykvist@genovis.com

In the notification the shareowner should specify
• name
• personal identity number (social security number)
• address, telephone number
• name and personal identity number concerning possible representative
• name of any possible accompanying assistant(s)

Documents
The annual report and auditor’s report as well as the agenda with the Board’s complete
proposals for decisions as per the above, are available from the company beginning on 4 April
2007 and will be sent out to owners who request such.

Lund, 21 March 2007
The Board of Directors