Notice to the Annual General Meeting in Genovis AB (publ)

Genovis will hold its Annual General Meeting on Wednesday May 5, 2015 at 1:00
p.m., Medicon Village, Scheelevägen 2 in Lund. Participants may register at the
reception desk by the main entrance.

12:30 – 12:50 Registration

1:00 pm Opening of the Annual General Meeting
Proposed Agenda

1. Opening of the Meeting.

2. Election of Chairman of the Meeting.

3. Approval of the voting list.

4. Approval of the agenda.

5. Election of one or two persons to verify the minutes.

6. Determination as to whether the Meeting has been duly convened.

7. Presentation of the Annual Report and the Audit Report as well
as the Consolidated Accounts and the Audit Report for the Group.

8. Speech by the Chief Executive Officer, after which shareholders
will have the opportunity to ask questions of the CEO, the Chairman of the Board
and the auditor.

9. Resolutions

a) on adoption of the income statement and balance sheet, as well as
the consolidated income statement and consolidated balance sheet

b) on allocation of the Company's result in accordance with the
adopted balance sheet

c) on discharge from liability of the Directors and the Chief
Executive Officer.

10. Determination of the number of Board members and deputy members to
be elected by the Meeting.

11. Determination of fees to the Board of the Board of Directors.

12. Determination of remuneration to the auditor.

13. Election of the Board of Directors and Chairman of the Board.

14. Appointment of members to the Nomination Committee and adoption of
guidelines for the Nomination Committee.

15. The Board of Directors’ proposal for a motion regarding
remuneration guidelines for senior executives.

16. Resolution on reduction of share capital.

17. Amendment to Articles of Association.

18. A. Resolutions on resolution on preferential rights issue of
shares.

B. Resolution on private placement of shares.

19. Authorization for the Board to decide on the issuance of shares.

20. Other matters to be considered at the Annual General Meeting in
accordance with the Swedish Companies’ Act or the Articles of Association.

21. Authorization of the Chief Executive Officer to make such formal
adjustments to the resolutions as may be necessary in conjunction with
registration and implementation thereof.

22. Closing of the Meeting.

Item 2 Proposal to chair the meeting

The Nomination Committee proposes that attorney Arne Källén chair the meeting.

Item 9b Resolution on allocation of the Company's result in accordance with the
adopted balance sheet

The Board proposes that statutory reserve be reduced by a maximum of SEK
6,178,264 to cover the loss so that SEK 0 is carried forward.

Item 12 Determination of remuneration to the auditor

The Nomination Committee proposes that remuneration to the auditors shall be
paid on approved account.

Item 14 Appointment of members to the Nomination Committee and adoption of
guidelines for the Nomination Committee

The Nomination Committee proposes that the Committee for the 2016 AGM will
consist of representatives of the four largest shareholders at September 30,
2015, who are not members of the Board. The Nomination Committee shall appoint a
chairman from among its members. It is incumbent upon the Chairman of the Board
to convene the Nomination Committee. Should a shareholder decline to participate
in the committee the right to appoint a representative shall be transferred to
the next largest shareholder not represented in the committee. If deemed
appropriate as a result of ownership changes, the Nomination Committee shall
invite additional shareholders to join the Nomination Committee, though the
total number of members may not exceed five. In the event a member of the
Nomination Committee leaves the Committee before its work is completed, the
Chairman of the Board, if the Nomination Committee deems necessary, shall invite
the same shareholder or, if the latter is no longer one of the major
shareholders, the shareholder next entitled, in terms of size of shareholding,
to appoint a replacement Such a change shall be announced on the Company’s
website.

The Nomination Committee will prepare proposals for the 2016 Annual General
Meeting for resolution as regards chairman at the meeting, Chairman of the Board
and other directors, remuneration of directors and auditors, and principles for
appointing the Nomination Committee. The Nomination Committee mandate runs until
a new committee is appointed.

The Nomination Committee proposes that remuneration will only be paid for direct
costs associated with the assignment.

Item 15 The Board of Directors’ proposal for a motion regarding remuneration
guidelines for senior executives

The Board of Directors proposes that the AGM adopts the following guidelines for
remuneration to senior executives.

These guidelines are valid for employment agreements entered into after the
guidelines are approved by the AGM, and for amendments made afterward to
existing employment agreements. The basic principle is that remuneration and
other terms of employment for the management and CEO will be competitive to
ensure that Genovis AB can attract and retain senior executives.

Fixed remuneration policy

The fixed remuneration to the management and the Chief Executive Officer should
be competitive and be based on the individual areas of responsibility and
performance.

Variable remuneration policy

Incentive-based remuneration will be limited and linked to predetermined
measurable criteria designed to promote long-term value creation for the
Company. Variable compensation may not exceed a maximum of 25% percent of the
fixed salary and will be set per fiscal year.

The Board will consider on a yearly basis whether or not to propose a share
-related or market value-related incentive program to the Annual General
Meeting. The Annual General Meeting makes the decisions regarding such incentive
programs.

Conditions for non-monetary benefits, pensions, termination, and severance pay

Pensions

Management and the CEO are entitled to a defined-contribution pension.

Termination and severance pay

For the CEO the notice period is 12 months for the Company and 6 months for the
individual. For management personnel the notice period is 6 months for the
Company and 6 months for the individual. Moreover, assuming that the Company
gave notice of termination, in certain cases the CEO may be offered 12 months of
severance pay.

The Board of Directors may depart from these guidelines if there are particular
reasons in an individual case.

The company's undertaking in relation to senior executives and the chief
executive may amount to a maximum of

SEK 5,045,278

Item 16 Resolution on reduction of share capital

The Board proposes that the share capital shall be reduced as follows:

1. The purpose of the reduction is a provision to an unrestricted fund.

2. The Company's share capital shall be reduced by SEK 3,276,847.80.

3. The reduction will be implemented without redemption of shares.

Following the reduction the quota value will be SEK 0.25.

Resolutions under this item 16 are subject to and conditional upon the Meeting
also resolving on (i) amendment of the Articles of Association (item 17) and
(ii) preferential rights issue of shares (item 18); both of these resolutions
are proposed to the General Meeting.

For a valid resolution under item 16, the Meeting's resolution must be supported
by shareholders representing at least two thirds of both the voting rights and
the shares represented at the Meeting.

Item 17. Amendment to Articles of Association

The Board proposes that Annual General Meeting resolve as follows:

A. The Company's Articles of Association, item 4, shall be amended as follows:

Share capital shall amount to a minimum of five million two hundred fifty
thousand Swedish kronor (SEK 5,250,000) and a maximum of twenty one million
Swedish kronor (SEK 21,000,000) instead of the current two million four hundred
thousand Swedish kronor (SEK 2,400,000) and maximum of nine million six hundred
thousand Swedish kronor (SEK 9,600,000).

B. The Company's Articles of Association, item 5, shall be amended as follows:

The number of shares that the Company may issue shall be a minimum of twenty
million (21,000,000) and a maximum of eighty four million (84,000,000), instead
of the current minimum of six million

(6,000,000) and a maximum of twenty-four million (24,000,000).

Resolutions amending items 4 and 5 of the Articles of Association are
interdependent; the Board therefore proposes that the Annual General Meeting
resolve jointly on these proposals.

For a valid resolution under item 17, the Meeting's resolution must be supported
by shareholders representing at least two thirds of both the voting rights and
the shares represented at the Meeting.

Item 18 A. Resolution on preferential rights issue of shares

The Board proposes that the Annual General Meeting approve the Board’s proposal
to conduct a preferential rights issue of shares in which three (3) existing
shares entitle the holder to subscription for two (2) new shares at a
subscription price of SEK 1/ share. As a result of this resolution share capital
could increase by a maximum of SEK 3,640,942 through the issuance of up to
14,563,768 shares. In the event that all shares are not subscribed for on the
basis of subscription rights, allocation of shares shall be made within the
scope of the maximum amount of the share issue, at which the Board shall
allocate the shares firstly to those who have subscribed for shares on basis of
subscription rights, pro rata in relation to their subscription on the basis of
subscription rights, secondly to those who have declared their interest to
subscribe for shares without subscription rights, pro rata in relation to their
declared interest and last to guarantors in proportion to their guarantee
undertakings.

Following the completed rights issue, share capital will amount to a maximum of
SEK 9,102,355 and the number of shares to a maximum of 36,409,420. The company
will raise about SEK 14.5 million before issue expenses, which are expected to
be about SEK 500,000. The issue will have a dilutive effect of 40 percent on the
holdings of those who do not subscribe to the rights issue for their full stake.

Timetable for rights issue

May 11, 2015 Last trading day for the Genovis
share including subscription rights for the new issue.

May 13, 2015 Record date for participation in
the new issue; shareholders registered in Genovis’ share register on this day
receive subscription rights for participation in the new issue.

May 18 – June 1, 2015 Subscription period. Subscription with
preferential rights through cash payment during the subscription period.
Shareholders may report their intention to subscribe throughout the subscription
period.

Resolutions on the issuance of shares under this item 18 are subject to and
conditional upon the Meeting also resolving on (i) reduction of share capital
(item 16) and (ii) amendment of the Articles of Association (item 17); both of
these resolutions are proposed to the same General Meeting.

Item 18 B. Resolution on private placement of shares

Principal owner Mikael Lönn proposes that the Annual General Meeting resolve on
a private placement with deviation from shareholders’ preferential rights. The
private placement of shares will be offered to the underwriters Mikael Lönn, LMK
Ventures AB and Aduno AB. As a result of this resolution share capital could
increase by a maximum of SEK 113,338.75 through the issuance of a maximum of
453,355 shares. Allotment of shares shall equal the amount paid in guaranteed
compensation to the underwriters in accordance with the guarantee agreement. The
Board will allot the shares within the framework of the maximum amount of the
rights issue and the subscription price will be SEK 1, in line with the price in
the rights issue. The subscription period for new shares runs from June 2, 2015
through June 5, 2015. Payment for the issuance shall be by set-off. The new
shares carry the right to dividends for the first time on the record date that
occurs immediately after the new shares are registered in the Euroclear Sweden
AB share register.

The reason for deviation from the shareholders’ preferential rights is to offer
the underwriters shares instead of cash payment for the guarantee.

For a valid resolution under item 18 b, the Meeting's resolution must be
supported by shareholders representing at least nine tenths of both the voting
rights and the shares represented at the Meeting.

Item 19 Authorization for the Board to decide on the issuance of shares.

The Board proposes that the Meeting authorize the Board, on one or more
occasions until the next annual meeting, with or without preferential rights for
shareholders, to issue new shares, convertible bonds or warrants. New shares may
be paid for in cash and/or in kind or set-off or on other terms. This decision
would mean that the share capital is increased up to a maximum total of SEK
1,850,000 through the issuance of a maximum total of 7,400,000 shares at full
subscription.

The reason for the possible deviation from shareholders’ preferential rights is
to broaden the ownership group, acquire, or facilitate the raising of capital,
increase the liquidity of shares, carry out acquisitions, or procure or permit
the raising of capital for acquisitions. When deciding on issuances without
preferential rights for shareholders, the subscription shall be market-based at
the time of the issue resolution.

Resolutions on the authorization for the Board to resolve on issuance of shares
under this item 19 are subject to and conditional upon the Meeting also
resolving on (i) reduction of share capital (item 16) and (ii) amendment of the
Articles of Association (item 17); both of these resolutions are proposed to the
same General Meeting.

For a valid resolution under this item, the Meeting's resolution must be
supported by shareholders representing at least two thirds of both the voting
rights and the shares represented at the Meeting.

Right to attend the Annual General Meeting

Shareholders who are listed in a printout of the shareholders’ register produced
by Euroclear Sweden AB (formerly VPC AB) on April 28, 2015, and have notified
the Company of their intention to attend the Annual General Meeting of Genovis
AB by 12 noon on April 28, 2015 at the latest are entitled to attend the Annual
General Meeting.

Only owner-registered holdings are listed in the register maintained by
Euroclear Sweden AB (formerly VPC AB). Shareholders whose shares are registered
in the name of a trustee must temporarily register their shares in their own
name to be entitled to participate in the Annual General Meeting of
shareholders. Shareholders who have nominee-registered shares must request
temporary owner-registration, so-called voting-right registration, with their
bank or broker holding the shares a couple of banking days prior to April 28,
2015.

Registration

· by mail to Genovis AB (publ), Box 790, S-220 07 Lund, Sweden
· by phone +46 (0)46-10 12 30, by fax +46 (0)46-12 80 20
· by e-mail: info@genovis.com

Include the following information when registering:

· name/company name and personal identification number/corporate registration
number
· address and phone number
· name and personal identification number of any representative/accompanying
representative(s)

Documents

The annual report, articles of association, proxy forms, and documents according
to chapter 13 sections 7 and 8 of the Swedish Companies Act will be available at
the Company's office at Scheelevägen 2, Box 790, S-220 07 Lund, Sweden, and on
the Company’s website www.genovis.com as of April 15, 2015, and will be sent,
upon request, to shareholders who provide their mailing address.

Number of shares and votes

At the time of issuance of this notice, the total number of shares and votes in
the company is

21,845,652.

Information at the Annual General Meeting

Shareholders are reminded of their right to request information in accordance
with Chapter 7, sections 32 and 57 of the Swedish Companies Act.

Lund in March 2015

Genovis AB (publ.)

Board of Directors
For more information, please contact: Sarah Fredriksson, CEO, Genovis AB Tel:
0046 (0)46 -101235 sarah.fredriksson@genovis.com
ABOUT GENOVIS

Genovis’ business concept is to develop, produce and market innovative
technologies that facilitate and enable development of new treatment methods and
diagnostics for customers in the medical device and pharmaceutical industries.
The Group consists of Genovis AB and the subsidiary GeccoDots AB. Genovis
develops and sells unique enzymes in innovative product formats that facilitate
development and quality control of and biological drugs. GeccoDots uses
nanotechnology to produce a new type of contrast agent that is used in medical
imaging.

Genovis shares are listed on NASDAQ Stockholm First North, and Consensus is
Certified Adviser for the Company, t: 46 (0)31-745 50 00

Notice to the Annual General Meeting in Genovis AB (publ)

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