The Board of Aerocrine proposes long-term incentive program

The Board of Aerocrine proposes long-term incentive program

The Board of Directors of Aerocrine AB (NASDAQ OMX Stockholm: AERO)
proposes that the shareholders at an Extraordinary General Meeting on 16
November 2011 resolves to implement a long-term incentive program for
senior executives as well as other employees and key persons (“LIP
2011”). LIP 2011 includes employee stock options and hedging measures
created through the issuance and approval of transfer of warrants. The
proposed program is, among other things, part of Aerocrine's strategy to
build and strengthen the company's U.S. operations and commercial
organization.

The Board considers the existence of an efficient share-related, time
and share price performance-based, incentive program for senior
executives, other employees and key persons to be of material importance
to the growth of Aerocrine. The proposed program is aimed at creating a
common focus for participating employees and partners in various
divisions of Aerocrine. Furthermore, the proposed program is part of
Aerocrine's strategy to build and strengthen the company's U.S.
operations and commercial organization, including the recent recruitment
of Scott Myers as the new CEO. It is also in light of this strategy the
terms of the proposed program should be seen. It is deemed necessary to
create an incentive program with terms and conditions that are perceived
as being competitive with those U.S. employers typically offer so as to
enable appropriate recruitment in the United States and thereby continue
the development of Aerocrine's U.S. operations. The importance of this
is underlined by the recent release of ATS (American Thoracic Society)
clinical practice guidelines which strongly recommend the use of
Aerocrine's method in the treatment of asthma. The Board is of the
opinion that the proposed program is vital to the attraction of
Aerocrine as an employer and partner, both in the United States and
elsewhere, thereby facilitating the recruitment and retention of key
persons who will be important to the continued growth of Aerocrine and
to maximize the shareholder value.

In brief, the Board proposes that a total of not more than 10,000,000
employee stock options (“ESOs”) shall be allotted free of charge to
approximately 80 current and, in addition thereto, future senior
executives and other employees within the group as well as other key
persons, including scientific and clinical consultants. The ESOs will
entitle to the acquisition of shares in Aerocrine. In order to enable
the delivery of shares and otherwise safeguard the fulfillment of
Aerocrine's obligations under LIP 2011, the Board proposes that the
General Meeting resolves to issue not more than 8 648 461 warrants to
the wholly-owned subsidiary Aerocrine ESOP AB and approves that part of
the warrants issued in conjunction with the implementation of
Aerocrine's 2007 and 2009 incentive programs also may be disposed of
under LIP 2011.

A more detailed description of the Board's proposal together with other
information is included in the notice of the Extraordinary General
Meeting.

For more information, contact:

Anders Williamsson, Chairman of the Board, telephone +46 708 721 865.