Resolutions adopted at Extraordinary General Meeting of shareholders of Recipharm AB (publ)


At the Extraordinary General Meeting of shareholders of Recipharm AB (publ) (the
”Company”), held on Thursday, 11 September 2014, the following resolutions were
adopted:

Resolution to authorise the Board of Directors to resolve on the issue of
convertible bonds
On 18 August 2014, Recipharm AB entered into a share purchase agreement with the
shareholders of Corvette Group S.p.A. and LIO Immobiliare S.r.l. whereby
Recipharm is acquiring all shares in these companies at an estimated purchase
price of EUR 100 million. The purchase price will be paid for by 50 per cent in
cash and 50 per cent in the form of convertible bonds entitling the holders to
convert the bonds into Class B shares of Recipharm. The conversion price is SEK
91.10 at a fixed exchange rate SEK/EUR of 9.168. The bonds carry no interest and
are due one year from the closing date, which is expected to take place around 1
October 2014. Based on the estimated purchase price and assuming full
conversion, the new shares would represent close to 12 per cent of the share
capital and approximately 3.2 per cent of the votes.

The General Meeting resolved to authorise the Board of Directors to resolve, on
one or several occasions prior to the next Annual General Meeting, to issue
convertible bonds that could be converted into Class B shares of Recipharm for
payment in kind in form of the shares in Corvette Group S.p.A. and LIO
Immobiliare S.r.l.

Resolution to authorise the Board of Directors to resolve on the issue of Class
B shares and/or convertible bonds
In addition to the authorisation according to item 7 above, the General Meeting
also resolved to authorise the Board of Directors to resolve, on one or several
occasions prior to the next AGM, to issue shares and/or convertible bonds for
payment in kind or by way of set-off, that involve the issue of or conversion
into up to 3,700,000 Class B shares, corresponding to a dilution of
approximately 9.9 per cent of the share capital and approximately 2.4 per cent
of the votes based on the current number of shares in the Company.

The purpose of the authorisation is to enable the Company to use its own shares
and/or convertible bonds to make payments in connection with acquisitions of
companies or businesses which the Company may undertake or to settle any
deferred payments related to such acquisitions. In connections with issue of
shares and/or convertible bonds with payments by way of set-off to settle
deferred payments, the Board of Directors shall be authorised to issue shares
and/or convertible bonds with deviation from the shareholders’ preferential
rights. The basis for the issue price shall be the market price of the share at
the time when shares and/or convertible bonds are issued.

For further information please visit www.recipharm.com or contact:
Thomas Eldered, CEO, thomas.eldered@recipharm.com, telephone: +46 8 602 52 00
Björn Westberg, CFO, bjorn.westberg@recipharm.com, telephone: +46 8 602 46 20

About Recipharm
Recipharm is a leading CDMO (Contract Development and Manufacturing
Organisation) in the pharmaceutical industry based in Sweden employing some
1,500 employees. Recipharm offers manufacturing services of pharmaceuticals in
various dosage forms, production of clinical trial material and pharmaceutical
product development. Recipharm currently manufactures more than 200 different
products to both Big Pharma and smaller research- and development companies.
Recipharm’s turnover is approximately SEK 2.1 billion and the Company operates
development and manufacturing facilities in Sweden, France, the UK, Germany and
Spain and is headquartered in Jordbro, Sweden. The Recipharm B-share (RECI B) is
listed on Nasdaq OMX Stockholm.
For more information on Recipharm and our services, please visit
www.recipharm.com.
Recipharm AB (publ)
Corporate identity number 556498-8425
Address Lagervägen 7, SE-136 50 Jordbro Telephone 46 8 602 52 00
Fax 46 8 81 87 03, www.recipharm.com

Attachments

09110361.pdf