Resolutions from Karolinska Development's Annual General Meeting

STOCKHOLM - May 25, 2011. At the Annual General Meeting (AGM) of Karolinska Development held today in Solna, and in accordance with the presented proposals, the following was decided:

Profit and loss statement
The AGM approved the profit and loss statement, the balance sheet, the consolidated profit and loss statement, and the consolidated balance sheet.

Appropriation of the result
It was decided to approve the allocation of the result proposed by the board and the managing director: The amount at the disposal of the shareholders, SEK 1,015,404,019, is to be carried forward.

Discharge from liability of the directors and the CEO
The meeting discharged directors of the board and the CEO from liability for the financial year 2010.

Number of directors and auditors
It was decided that the number of directors shall be seven and that the number of auditors shall be one. No deputy auditor shall be appointed.

Fees
It was resolved that the compensation to the board's chairman shall be SEK 220,000. Each other board member shall be paid an amount of SEK 130,000. In addition, each board member shall be entitled to compensation amounting to SEK 10,000 for each board meeting attended and SEK 5,000 for each telephone board meeting that the member participates in. The fees are unchanged. The auditors will be paid as per invoice.

Election of directors and auditors
The AGM decided to (i) re-elect Hans Wigzell, Per Olof Edin, Michael Rosenlew, Ulrica Slåne, Rune Fransson and Peter Sjöstrand as directors of the board; (ii) elect Raymond Hill as a new director of the board; (iii) elect Hans Wigzell as chairman of the board and; (iv) elect Per-Olof Edin as deputy chairman of the board. It was resolved to elect Deloitte as auditor, with Thomas Strömberg as auditor in charge, until the end of the annual general meeting 2012.

Nomination committee
The AGM also decided that (i) the Nomination Committee shall have five members; (ii) the five largest owners (as set forth in Euroclear Sweden's register as per September 1, 2011) shall appoint one member each. The members of the Nomination Committee shall be made public as soon as the members have been appointed, and in no case later than six months before the date of the 2012 Annual General Meeting. The members shall among themselves appoint the chairman of the Committee. If a member resigns or is prevented from pursuing its assignment, the shareholder that has appointed the member shall appoint a new member. If the holding of the company is materially changed, the Nomination Committee may decide to change (at the discretion of the Committee) the representation of the Committee. No fee shall be paid to the members of the Nomination Committee. Out of pocket expenses shall be reimbursed by the company. The mandate of the Committee shall be until the members of the succeeding Committee have been made official. The Nomination Committee shall carry out its duties in accordance with the Swedish Code of Corporate Governance.

Guidelines for Remuneration
The proposal from the board of directors regarding Guidelines for remuneration to executive management was approved.

New issue of compensatory warrants
The AGM approved the resolution to issue so-called compensatory issues of warrants within the scope of the 2008, 2009 and 2010 parts of the company's long-term incentive plan. The compensatory warrants are issued as a result of the recent new issue of shares, in order to prevent dilution for the participators in the incentive program.

New Articles of Association
It was resolved to adopt new articles of association. In short the voting limits and the provision regarding liquidation is terminated, due to the listing of the company. In addition there are changes due to changes in the Swedish Company's Act, notice for future general meetings will be made by advertisement in Post- och Inrikes Tidningar and Svenska Dagbladet as well as on the company's website. The time limits for notices are deleted from the articles as they are set forth in the Swedish Company's Act. Wordings about deputy directors have been deleted.

Authorization to decide on new issue of shares
It was resolved to authorize the board for the period up to the next annual shareholders' meeting to adopt decisions, whether on one or several occasions, without pre-emption rights for the shareholders, with or without payment in form of contribution in kind, to issue new Series B shares up to a number that, at the time of the first decision under this authorisation, corresponds to ten (10) per cent of the total share capital; provided however that any such issue must not result in the company's share capital exceeding the company's maximum allowed share capital as set out in the articles of association. The shares are intended for consideration in commercial transactions.

Approval of new issue in subsidiaries
It was resolved to approve, in accordance with Chapter 16 of the Swedish Companies Act, decisions by the subsidiaries Inhalation Sciences Sweden AB, Pergamum AB, Pharmanest AB and Athera Biotechnologies AB.

Complete information regarding each decision at the Annual General Meeting can be downloaded from http://www.karolinskadevelopment.com/ir/english/corporate-governance/general-meeting/

For further information, please contact:
Torbjörn Bjerke, CEO
Phone: +46 (0)72 744 41 23, e-mail: torbjorn.bjerke@karolinskadevelopment.com

Benjamin Nordin, IR Director
Phone: +46 (0)73 093 60 80, e-mail: benjamin.nordin@karolinskadevelopment.com

TO THE EDITORS

About Karolinska Development
Karolinska Development aims to create value for investors, patients, and researchers by developing innovations from world class research into products that can be sold or out-licensed with high returns. The business model is to: SELECT the most commercially attractive medical innovations; DEVELOP these to the stage where the greatest return on investment can be achieved; and COMMERCIALIZE the innovations through the sale of companies or out licensing of products. This will result in upfront payments, milestone payments and royalties.

An exclusive deal flow agreement with Karolinska Institutet Innovations AB, along with other cooperation agreements with leading Nordic universities, delivers a continuous flow of innovations.

Karolinska Development's flexible exit strategy enables projects to be exited at whichever stage of development offers the greatest return on investment, usually after Phase II clinical trials have indicated the desired pharmaceutical effect on patients - this being an important value enhancing step.

Today, the portfolio consists of over 40 projects at various stages, from concept development to Phase II clinical trials, twelve projects are in clinical trials with six in Phase II. The portfolio is particularly strong in the areas of cancer, dermatology, inflammation, cardiovascular disease, women's health and diseases that affect the central nervous system. www.karolinskadevelopment.com