NOTICE FOR ANNUAL GENERAL MEETING OF KARO BIO

The annual general meeting of the shareholders of Karo Bio Aktiebolag (publ) will be held on Wednesday April 13, 2005 at 4.00 p.m. in Strindbergsalen, Berns, Berzelii Park, Stockholm, Sweden.

I. RIGHT TO PARTICIPATE, NOTIFICATION Shareholders who wish to participate in the general meeting must be recorded in the share register kept by the Swedish Securities Register Center (VPC AB) by Friday April 1, 2005 and, further, must notify the company of their intention to participate in the meeting by no later than Monday April 11, 2005 at 4.00 pm. Notification should be made in writing to Karo Bio AB, att: Eva Kruse, Novum, SE-141 57 Huddinge, Sweden, by fax + 46 8 774 52 80, or by e-mail to agm@karobio.com. Notification can also be made on the company’s web site www.karobio.com/agm. When notifying, the shareholders should state name, personal/corporate identity number (where applicable), address, telephone number and e-mail address. In the case of representatives participating in the meeting, proof of due authorization should be forwarded to the company in conjunction with the notification. One or two advisors may accompany a shareholder to the meeting, provided that the shareholder gives notice as to the number of such advisors. Shareholders whose shares are registered under the name of a nominee must temporarily register their shares in their own names to be entitled to participate in the meeting. Such registration must be in effect at Swedish Securities Register Center (VPC AB) no later than Friday April 1, 2005, which means that shareholders must notify their nominee well in advance of that date. II. PROPOSED AGENDA 1. Opening of the meeting; 2. Election of chairman at the meeting; 3. Preparation and approval of the voting list; 4. Approval of the agenda; 5. Election of persons to confirm the minutes; 6. The determination as to whether the meeting has been duly convened; 7. Presentation of the annual report and the audit report as well as the group consolidated financial statement and the audit report thereon; 8. Resolution to adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet; 9. Resolution as to the treatment of the loss in accordance with the adopted balance sheet; 10. Resolution as to the board of directors’ and the president’s discharge from liability; 11. Resolution as to the number of board directors and deputy board directors; 12. Resolution on the remuneration to the board of directors and auditors; 13. Election of board of directors; 14. Resolution on a nominating committee; 15. Resolution as to the board of directors’ proposal on amendment of the by-laws; 16. Resolution as to the board of directors’ proposal on reduction of the share capital; 17. Closing of the meeting. III. PROPOSED RESOLUTIONS Item 2: Election of chairman at the meeting The nominating committee, consisting of Thomas Ehlin, chairman and representing Nordea Bank; Björn Franzon, Fourth Swedish National Pension Fund; Carl Rosén, Second Swedish National Pension Fund; and Per-Olof Mårtensson, chairman of the Karo Bio board of directors, proposes Sven Unger as chairman at the meeting Item 9: The board of directors’ and the president’s proposal as to the treatment of the company’s loss in accordance with the adopted balance sheet The board of directors and the president propose that no dividend be paid for the financial year 2004 and that the parent company’s aggregate deficit be carried over. Item 11, 12 and 13: Resolution as to the number of board directors and deputy board directors, remuneration, and election of board of directors The work in the nominating committee that is preparing proposals as to number of board directors and deputy directors to be elected by the general meeting, remuneration to the board of directors and auditors as well as composition of the board of directors is ongoing. Proposals will be announced as soon as the company has received information in this respect. Item 14: Resolution on a nominating committee The nominating committee proposes that the four largest shareholders as of August 31, 2005, not being represented in the board of directors, shall appoint one representative each, which together with the chairman of the board shall be members of the nominating committee in respect of the 2006 annual general meeting. The representatives shall be appointed and announced no later than in conjunction with the company’s quarterly report for the third quarter 2005. The nominating committee shall appoint chairman among themselves, whereby the chairman of the board of directors not shall be chairman. Should a shareholder decline to participate in the nominating committee or leave the nominating committee before its work is completed, the right to appoint a representative shall turn to the closest largest shareholder not represented in the nominating committee. Should the ownership structure significantly change subsequent to the establishment of the nominating committee shall the composition of the nominating committee be changed in accordance with the above principles. The nominating committee shall work out proposals to be presented the annual general meeting 2006 for resolution as regards chairman at the general meeting, chairman and other members of the board of directors, remuneration to the board of directors et cetera, fees to the auditors, and principles for appointment of nominating committee. If the nominating committee finds it necessary, it may utilize reasonable resources of external consultants at the account of the company. Item 15: The board of directors’ proposal to amend the by-laws The board of directors proposes that the general meeting resolve to amend the by-laws so that the second paragraph of § 4 has the following wording: “The par value of each share shall be SEK two (2).”. The resolution is on condition that a resolution to reduce the company’s share capital is passed in accordance with item 16 on the agenda. Item 16: The board of directors’ proposal on a reduction of the share capital The board of directors proposes that the general meeting resolve to reduce the company’s share capital by SEK 92 894 764 to SEK 61 930 236 to immediately be used to cover the loss as per the adopted balance sheet. The reduction is made through a decrease of the par value of the shares from SEK 5 to SEK 2. The resolution is on condition that a resolution to amend the by-laws is passed in accordance with item 15 on the agenda and that the resolution is subsequently registered with the Swedish Companies Registration Office. IV. DOCUMENTS The annual report and the audit report as well as the board of directors’ complete proposals will be available at the company’s offices in Huddinge and on the company’s web site www.karobio.com/agm from Wednesday March 30, 2005. Copies of all documents will be sent to shareholders that so request and state their address or e-mail address. Copies of all documents will be available at the general meeting. V. MISCELLANEOUS The resolution by the general meeting under item 15 and 16 above shall gain force only if supported by shareholders with at least two thirds of the votes given as well as the shares represented at the meeting. The board of directors proposes that the meeting in conjunction with items 15 and 16 above authorize the president, the board of directors or whoever may be authorized by the board of directors to make such minor adjustments to these resolutions that may prove necessary when registering the meeting’s resolutions with the Swedish Companies Registration Office. _____________ Huddinge in March 2005 Karo Bio Aktiebolag (publ) The Board of Directors For further information, please contact Per Olof Wallström, President, +46 8 608 6020 Bertil Jungmar, Chief Finanical Officer, +46 8 608 6052