Notice of Annual General Meeting of the


Notice of Annual General Meeting of the

The annual general meeting of the shareholders of Karo Bio Aktiebolag (publ)
will be held on Friday April 25, 2008 at 2.00 p.m. in Wenströmsalen, IVA
Konferenscenter, Grev Turegatan 16, Stockholm, Sweden.

I.	RIGHT TO PARTICIPATE, NOTIFICATION
Shareholders who wish to participate in the annual general meeting must be
recorded in the share register kept by the Swedish Securities Register Center
(VPC AB) by Saturday April 19, 2008 and, further, must notify the company of
their intention to participate in the meeting by no later than Monday April 21,
2008 at 4.00 p.m. As the record day (April 19, 2008) fall on a Saturday,
shareholders must be registered as entitled to vote at the Swedish Securities
Register Center (VPC AB) by Friday April 18, 2008, to be entitled to participate
in the general meeting.

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 the Swedish
Securities Register Center (VPC AB) no later than Saturday April 19, 2008, 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 auditor; 
13.	Election of board of directors and the chairman of the board; 
14.	Resolution on a nominating committee; 
15.	Resolution as to principles for remuneration of executive management;
16.	Closing of the meeting. 

III.	PROPOSED RESOLUTIONS
Item 2: Election of chairman at the meeting
The nominating committee, consisting of Jörgen Vrenning, chairman and appointed
by Catella funds; Bengt Belfrage, Nordea funds; Mats Guldbrand, AMF Pension and
Ragnhild Wiborg, Consepio; as well as Dr. Leon E. Rosenberg, chairman of the
Karo Bio board of directors, proposes Sven Unger as chairman at the meeting.

Item 9: The board of directors' proposal as to the treatment of the company's
loss in accordance with the adopted balance sheet
The board of directors proposes that no dividend be paid for the financial year
2007 and that the parent company's aggregate deficit of SEK 164,070,476 shall be
carried over.

Item 11: Resolution as to the number of board directors and deputy board
directors
The nominating committee proposes that the board of directors shall consist of
six board members with no deputy members.

Item 12: Resolution on remuneration of the board of directors and the auditor
The nominating committee proposes that remuneration to the board of directors be
paid with SEK 495,000 to the chairman, SEK 280,000 to the vice chairman and SEK
180,000 each to the directors elected by the annual general meeting, who are not
employed by the company. It is also proposed SEK 120,000 in remuneration for
committee work to be distributed within the audit committee with SEK 30,000 to
its chairman and SEK 20,000 to the other two members and within the compensation
committee with SEK 20,000 to its chairman and SEK 15,000 to the other two
members. Remuneration of the auditor is proposed to be as per approved invoice.

Item 13: Election of board of directors and chairman
The nominating committee proposes that Dana M. Fowlkes, Laurent Leksell, Dr.
Leon E. Rosenberg, Birgit Stattin Norinder and Per Olof Wallström be re-elected
as directors. Lars Ingelmark and Ulla Litzén have declined re-election. The
nominating committee also proposes that Leif Carlsson be elected as new
director. Dr. Leon E. Rosenberg is proposed to be chairman. Birgit Stattin
Norinder is proposed to be vice chairman.

Leif Carlsson is an experienced senior manager and financial officer born 1957.
He has held leading positions as Managing Director and Chief Financial Officer
in Swedish and international public companies, among them WM-data, and he has
considerable experience in mergers and acquisitions.

Item 14: Resolution on a nominating committee
The nominating committee proposes that the four largest shareholders as of
August 31, 2008, not being represented in the board of directors, shall appoint
one representative each, who together with the chairman of the board shall be
members of the nominating committee in respect of the 2009 annual general
meeting. The representatives shall be appointed and announced no later than six
months before to the annual general meeting 2009. The nominating committee shall
appoint a chairman among themselves, whereby the chairman of the board of
directors shall not 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, the composition of the nominating committee shall be
changed in accordance with the above principles.

The nominating committee shall prepare proposals to be presented at the annual
general meeting 2009 for resolution as regards chairman at the general meeting,
chairman and other members of the board of directors, remuneration of the board
of directors and auditors, and principles for appointment of nominating
committee. The term of office of the nominating committee runs until a new
nominating committee has been appointed in accordance with the resolution on
appointment of the nominating committee by the annual general meeting 2009.

If the nominating committee finds it necessary, it may utilize reasonable
resources, such as external consultants, on the account of the company.

Item 15: The board of directors' proposal to principles for remuneration of
executive management
The board of directors' proposal on guidelines for remuneration of executive
management includes the following items. Executive management consists of the
president of Karo Bio AB and executives that report directly to the president as
well as presidents of Karo Bio's subsidiaries. Remuneration and other employment
terms for executive management shall be competitive. In addition to fixed
salary, executive management shall receive variable remuneration, which shall be
linked to the fixed salary and shall not exceed 60 per cent of the fixed annual
salary for the president and 50 per cent of the fixed annual salary for the
other executives and be based on the achievement of determined business goals.
In addition to the above, a bonus may be offered for the purpose of retaining
individuals with the company in the event of a substantial change, or proposed
change, in the ownership structure of the company, corresponding to a maximum of
50 per cent of the fixed annual salary for the president and other executives.
Dismissal and severance pay shall not exceed 24 months salary in total for each
executive. Pension benefits shall be based on defined benefit pension schemes or
accede to the Swedish ITP-plan. The board may derogate from the guidelines where
there are special reasons for doing so.

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 Friday April 11, 2008. 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.

Proxy forms in accordance with Chapter 7 Section 54a of the Swedish Companies
Act (2005:551) will be available at the company's website and may be ordered
from the company.

As per April 19, 2008 the total number of shares and votes in the company
amounts to 116,119,192.

Huddinge in March 2008
Karo Bio Aktiebolag (publ)
The Board of Directors

For further information, please contact:
Per Olof Wallström, President & Chief Executive Officer 
Telephone: +46 8 608 60 20

Per Otteskog, Senior Vice President 
Telephone: +46 8 608 60 18

Erika Johnson, Chief Financial Officer
Telephone: +46 8 608 6052

About Karo Bio 
Karo Bio is a drug discovery and development company specializing in nuclear
receptors for the development of novel pharmaceuticals. 
The Company has a strong project portfolio with innovative molecules that
primarily targets metabolic diseases such as diabetes, atherosclerosis and
dyslipidemia. In all of these areas there are significant market opportunities
and a need for new pharmaceuticals with new mechanisms of action. Karo Bio
intends to bring selected compounds within niche therapeutic areas into late
stage clinical development and, potentially, to the market. In addition to
pursuing niche opportunities, Karo Bio continues to develop compounds aimed at
treatment of broad patient populations to clinical proof of concept before
out-licensing.

In addition to the proprietary projects, Karo Bio has three strategic
collaborations with international pharmaceutical companies for development of
innovative therapies for the treatment of common diseases.

Karo Bio is listed on the OMX Nordic Exchange Stockholm AB since 1998 (Reuters:
KARO.ST).

Attachments

03192151.pdf