NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting (“EGM”) inAerocrineAB is held on
Wednesday 16 November 2011 at 5.00 p.m. CET at the offices of Mannheimer
Swartling Advokatbyrå, Norrlandsgatan 21 inStockholm.

Right to attend and notice of attendance

Shareholders who wish to attend the EGM must be recorded in the share
register, maintained by Euroclear Sweden AB on Thursday 10 November 2011
and notify the company of their intention to attend by no later than
Thursday 10 November 2011, preferably before 3.00 p.m. CET. Notice of
attendance is made in writing to Aerocrine AB, Sundbybergsvägen 9, 171
21 Solna, Sweden, or by phone +46 8 629 07 80, or by fax +46 8 629 07
81, or by e-mail info@aerocrine.com. The notice of attendance shall
include name, personal or corporate ID number, address and phone number.
The same dates, addresses, etc. apply for notifying the company of any
accompanying advisors. Powers of attorney, certificates of incorporation
and other documents of authorization must be presented at the EGM, but
can preferably be sent to the company in connection with the notice of
attendance. Powers of attorney must be presented in original and shall
not be older than one year, provided that the power of attorney does not
state a longer period of validity (maximum 5 years). A proxy form is
available on the company's website, www.aerocrine.com, and may also be
ordered from the company at the above address.

Shareholders whose shares are registered in the name of a nominee must,
in order to be entitled to attend the EGM, request that the nominee
re-register their shares in the name of the shareholder, so that the
shareholder is recorded in the share register on Thursday 10 November
2011. Such registration may be temporary.

Proposed agenda

 1. Opening of the EGM
 2. Election of the Chairman of the EGM
 3. Preparation and approval of the voting list
 4. Approval of the agenda
 5. Election of one or two persons approving the minutes
 6. Determination of whether the EGM has been duly convened
 7. Resolution on
   1. the implementation of a long-term incentive program
   2. the issuance and approval of transfer of warrants

 8. Election of new member of the Board of Directors
 9. Closing of the EGM

Proposal on (A.) the implementation of a long-term incentive program,
and (B.) the issuance and approval of transfer of warrants (item 7)

Background and reasons

The Board of Directors proposes that the EGM resolves to implement a
long-term incentive program (“LIP 2011”) for senior executives as well
as other employees and key persons (including scientific and clinical
consultants). LIP 2011 includes employee stock options and hedging
measures created through the issuance and approval of transfer of
warrants. 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
size and 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
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.

It is proposed that LIP 2011 shall comprise employee stock options
(“ESOs”) of three series (“ESOs of Series I”, “ESOs of Series II” and
“ESOs of Series III”). ESOs of Series I, with an exercise price based on
the share price at the time of allotment, will be allotted to all
participants. In addition, ESOs of Series II, with an exercise price
based on the quota value of the share, will be allotted to participants
based in Sweden and other countries where such allotment can be made
with reasonable tax consequences for the participants. Participants who
for this reason cannot be allotted ESOs of Series II, primarily expected
to concern employees in the United States, will instead be allotted ESOs
of Series III. Compared to ESOs of Series II, ESOs of Series III also
have an exercise price based on the quota value of the share, but
different terms of exercise. For participants who are U.S. taxpayers,
ESOs of Series III allotted to such participants shall be treated as
restricted stock for U.S. tax purposes. Of the total allotment, at least
75% shall consist of ESOs of Series I and the remaining part of ESOs of
Series II or, alternatively, Series III.

The Board believes that LIP 2011, in view of its terms, the presence of
other incentive programs and other circumstances, is reasonable and
advantageous for both Aerocrine and its shareholders.

A. Implementation of LIP 2011

The Board of Directors proposes that the EGM resolves on the
implementation of LIP 2011 in accordance with the following main terms
and guidelines.

Under LIP 2011, a total of not more than 10,000,000 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. A total of not more than 7,934,200 ESOs of Series I shall
be allotted to all participants in LIP 2011. A total of not more than
619,740 ESOs of Series II shall be allotted to participants residing in
Sweden and other countries where such allotment can be made with
reasonable tax consequences for the participants. A total of not more
than 1,446,060 ESOs of Series III shall be allotted to participants who
cannot be allotted ESOs of Series II. The CEO shall be allotted not more
than 2,850,000 ESOs of Series I and not more than 900,000 ESOs of Series
II or III, as the case may be. Other senior executives shall each be
allotted not more than 600,000 ESOs of Series I and not more than
200,000 ESOs of Series II or Series III, as the case may be. Other
employees and key persons shall each be allotted not more than 150,000
ESOs of Series I and not more than 50,000 ESOs of Series II or Series
III, as the case may be. Employees and key persons in either category
who have made extraordinary efforts may each be allotted an additional
maximum of 50,000 ESOs of Series I. Allotment of the ESOs shall be
resolved upon by the Board, or its Compensation Committee, taking into
consideration the employee's performance, position within and
contribution to the group. Allotment of the ESOs may be made up until
the 2017 Annual General Meeting.

Vesting of ESOs of Series I allotted to a holder will take place over a
period of up to five years, with one-fourth vesting on 31 December of
the year of allotment and the remaining ESOs vesting with
one-forty-eighth at the end of each month during the next following four
years (corresponding to 18.75% per year). Vesting of ESOs of Series II
and Series III allotted to a holder will take place of a period of up to
five years, with one-fifth vesting on 31 December of the year of
allotment and the remaining ESOs vesting with one-fifth on 31 December
during the next following four years. Each vested ESO of Series I shall
entitle to the acquisition of one share in Aerocrine at an exercise
price corresponding to 100% of the higher of either (i) the
volume-weighted average price paid for the Aerocrine share on NASDAQ OMX
Stockholm (the “VWAP”) during the ten trading days preceding the day of
allotment, or (ii) the VWAP on the day of allotment. The exercise price
shall be rounded to the nearest SEK 0.10, with SEK 0.05 being rounded
up. Each vested ESO of Series II and Series III, respectively, shall
entitle to the acquisition of one share at an exercise price
corresponding to the quota value of the share from time to time
(currently SEK 0.50). The exercise price and/or the number of shares
that each vested ESO entitles the holder to acquire shall be
recalculated in the event of a share split, reverse share split, rights
issue, etc.

The ESOs shall not be transferable. Exercise of vested ESOs shall, with
certain customary exceptions, require that the holder is still an
employee within, or still has a consultancy assignment from, the group
at the time of exercise. To the extent that ESOs are forfeited due to
termination of employment or consultancy assignment, a corresponding
number of ESOs may be allotted to future participants in LIP 2011,
without it counting towards the maximum number of ESOs set out above.
Exercise of ESOs of Series I and Series II shall be allowed in
connection with Aerocrine's publication of year-end reports and ordinary
interim reports over a period starting when the ESOs are vested and
ending on 1 December 2021. ESOs of Series I and Series II that are not
exercised within such time will lapse. Exercise of ESOs of Series III
shall only be allowed on the day they are vested. ESOs of Series III
that are not exercised on such day will lapse. If a shareholder, alone
or together with related parties, holds more than 90% of the shares in
Aerocrine, all allotted ESOs shall be deemed to have vested and the
holder shall be entitled to exercise them within certain time. Upon the
occurrence of the termination of the CEO's employment after a change of
control in Aerocrine, all ESOs allotted to the CEO shall under certain
circumstances be deemed to have vested and the CEO shall then be
entitled to exercise them during their term as set out above.

The Board shall resolve on the detailed terms and conditions of LIP
2011. The Board shall be entitled to deviate from, or make adjustments
to, the terms and conditions due to local regulations and practice or if
there otherwise are exceptional reasons. The issuance of ESOs is subject
to such issuance being legally permissible and appropriate in relevant
jurisdictions, and that it, in the opinion of the Board, can be made
with reasonable (a) administrative costs, (b) tax and accounting
consequences for Aerocrine, any other employer company within the group,
or those participating in LIP 2011, and (c) financial efforts.

B. Issuance and approval of transfer of warrants

Issuance of warrants of series 2011/2021

In order to enable the delivery of shares and otherwise safeguard the
fulfillment of Aerocrine's obligations under LIP 2011, the Board of
Directors proposes that the EGM resolves to issue warrants on the
following terms and conditions.

Not more than 8,648,461 warrants shall be issued, whereby Aerocrine's
share capital may increase by not more than SEK 4,324,230.50. The
warrants shall, with deviation from the shareholders' preferential
rights, be subscribed for by the wholly-owned subsidiary Aerocrine ESOP
AB. Subscription for warrants shall be made not later than 30 November
2011, with a right for the Board to extend the subscription period. The
warrants shall be issued free of charge. Each warrant shall entitle the
holder to subscribe for one new share in Aerocrine at a subscription
price corresponding to the quota value of the share from time to time
(currently SEK 0.50). The warrants may be exercised from the time of
registration with the Swedish Companies Registration Office until 31
December 2021. Shares issued upon exercise of warrants shall entitle to
any dividend the first time on the record date for dividend occurring
next after the registration of the shares with the Swedish Companies
Registration Office. The warrants shall be subject to customary
re-calculation provisions. The reason for the deviation from the
shareholders' preferential rights is that the issuance constitutes a
part of the implementation of LIP 2011.

Approval of transfer of warrants

The Board of Directors proposes that the EGM resolves to approve that
Aerocrine ESOP AB may transfer the warrants of series 2011/2021 to
employees within the group under LIP 2011, and otherwise may dispose of
the warrants to safeguard the fulfillment of Aerocrine's obligations
under LIP 2011 and secure the costs relating thereto.

The Annual General Meetings in 2007 and 2009 resolved on the
implementation of long-term employee stock option programs and, to
enable the delivery of shares under the programs and secure the costs
relating thereto, the issuance of warrants to Aerocrine ESOP AB. Given
the number of employee stock option actually granted in said programs,
the Board believes that part of these warrants can be used also under
LIP 2011. Moreover, the Board proposes that warrants then issued to
cover social security costs instead shall be used to enable the delivery
of shares under LIP 2011. The Board therefore proposes that the EGM
resolves to approve that Aerocrine ESOP AB may transfer not more than
770,897 warrants (corresponding to 863,559 shares) of series 2007/2016
and 473,767 warrants (corresponding to 487,980 shares) of series
2009/2019 to employees within the group under LIP 2011, and otherwise
may dispose of the warrants to safeguard the fulfillment of Aerocrine's
obligations under LIP 2011 and secure the costs relating thereto.

Dilution, estimated costs and majority requirements

LIP 2011 includes the issuance of not more than 8,648,461 warrants. If
the warrants are exercised in full, the number of shares will increase
with 8,648,461, corresponding to a dilution of approximately 7.8% of the
number of shares and votes in Aerocrine (7.0% after full conversion of
outstanding convertible bonds). LIP 2011, together with previously
issued warrants, may result in a dilution of in total not more than
approximately 11.0% of the number of shares and votes in Aerocrine (9.9%
after full conversion of outstanding convertible bonds).

The Board estimates the current value of each ESO of Series I to SEK
2.50, and each ESO of Series II and Series III to SEK 6.90. The
estimation is based upon generally accepted valuation methods, by use of
Black-Scholes formula for valuation of options. Under the accounting
standard IFRS 2, the costs of the LIP 2011 are accounted for in the
income statement and periodized over the vesting period. Based on the
estimated values of the ESOs, the maximum cost for the proposed program
has been calculated at approximately SEK 34.7 million, excluding social
security costs. The expected cost over the income statement for the
program, based on historical data for employee turnaround in the group,
has been calculated at approximately SEK 30.6 million, excluding social
security costs. Based on a theoretical assumption of a share price of
SEK 10 upon exercise, the social security costs for the program are
estimated at approximately SEK 5.4 million. Based on a theoretical
assumption of a share price of SEK 15 upon exercise, the social security
costs for the program are estimated at approximately SEK 12.2 million.
For each SEK 1 that the share price exceeds SEK 15, the social security
costs increase with approximately SEK 1.4 million. The social security
costs are not secured through the proposed issuance of warrants. Even if
the Board expects that, to a limited extent, it will be possible to
dispose of warrants to cover such costs, for example, as a result of
forfeiture of ESOs, it is foreseen that most of the costs will burden
Aerocrine's working capital.

The proposal under Section B above that warrants of series 2007/2016 and
series 2009/2019 issued to cover social security costs under Aerocrine's
2007 and 2009 incentive programs instead shall be used to enable the
delivery of shares under LIP 2011 means that such social security costs
no longer are hedged and therefore are also expected to burden
Aerocrine's working capital. Based on a theoretical assumption of a
share price of SEK 10 upon exercise, the social security costs for the
2007 and 2009 programs are estimated at approximately SEK 7.1 million in
total. Based on a theoretical assumption of a share price of SEK 15 upon
exercise, the social security costs for the programs are estimated at
approximately SEK 10.8 million. For each SEK 1 that the share price
exceeds SEK 15, the social security costs increase with approximately
SEK 0.7 million.

The Board's proposals under Sections A and B above constitute a package
since they are interdependent. It is therefore proposed that the EGM
resolves on the proposals through one single resolution, subject to
majority requirements in Chapter 16, section 8 of the Swedish Companies
Act. This means that the resolution must be supported by shareholders
representing at least nine-tenths of both the votes cast and the shares
represented at the EGM.

Election of new member of the Board of Directors (item 8)

Karl Swartling will step down from the Board of Directors in conjunction
with the EGM. Shareholders together representing 63.7% of the total
shares and votes in the company has proposed that Thomas Eklund be
elected new member of the Board, replacing Karl Swartling, up until the
next Annual General Meeting. [The Nomination Committee has expressed its
support of the proposal.] Thomas Eklund (born 1967, MBA from Stockholm
School of Economics) works at Investor Growth Capital Europe since 2002
and is currently responsible for the operations in Stockholm. Other
assignments include CEO of Investor Growth Capital AB and member of the
Boards of Biotage AB, Global Health Partner AB, Memira Holding AB,
Neoventa Medical AB and Vårdapoteket Norden AB. Thomas Eklund has
previously ten years of experience from Corporate Finance at
Handelsbanken, with a focus on Life Science.

Documents, etc.

The Board of Directors' complete proposals under item 7 on the agenda,
together with documentation pursuant to Chapter 14, section 8 of the
Swedish Companies Act will be available at the company and on the
company's website, www.aerocrine.com, by no later than 26 October 2011.
The proposal will also be sent to shareholders who give notice of their
intention to attend the EGM and upon request to other shareholders who
provide their postal address. The documents will also be available at
the EGM.

Upon request by a shareholder and where the Board believes that it can
be done without significant harm to the company, the Board and the CEO
will at the EGM provide information on circumstances which may affect
the assessment of a matter on the agenda, circumstances which may affect
the assessment of the company's or a subsidiary's financial situation
and the company's relation to other group companies.

There are 102,346,369 shares and votes in the company as at the issuance
of this notice.

Solna in October 2011

Aerocrine AB (publ)
The Board of Directors