Notice of annual shareholders’ meeting in Polygiene AB (publ)

The shareholders of Polygiene AB (publ), Reg. No. 556692-4287, are hereby
invited to attend the annual shareholders’ meeting to be held on Wednesday 11
May 2016, at 4.00 pm, at Malmö Börshus, Skeppsbron 2, in Malmö.
Right to participate and notification

Shareholders wishing to participate in the meeting must

  · partly be listed in the company’s share register kept by Euroclear Sweden AB
as of Wednesday 4 May 2016; and
  · partly have given a notice of their intent to participate to the company no
later than on Wednesday 4 May 2016 by mail to Polygiene AB, Att: Jan Bertilsson,
Stadiongatan 65,  SE-217 62 Malmö, Sweden, by e-mail to jb@polygiene.com or by
telephone to +46 725 58 26 69. The notification should specify the shareholder’s
complete name, personal identity number or company registration number, the
number of shares held by the shareholder, address, telephone number during work
hours and, when applicable, information on the number of advisors (2 at the
most).

Trustee registered shares

Shareholders, whose shares are trustee-registered through a bank or other
trustee must, in order to be entitled to participate in the shareholders’
meeting, temporarily register their shares in their own name in the company’s
share register kept by Euroclear Sweden AB. Such re-registration of ownership
must be implemented no later than as of 4 May 2016. Accordingly, shareholders
must well in advance before this date request the trustee thereof.

Proxy etc.

In case the shareholder should be represented by a proxy, the proxy must bring a
written power of attorney, which is dated and duly signed by the shareholder, to
the meeting. The validity term of the power of attorney may not be more than one
year, unless a longer validity term is specifically stated in the power of
attorney (however at the longest five years). If the power of attorney is issued
by a legal entity, the representing proxy must also present a valid registration
certificate or equivalent document for the legal entity. In order to facilitate
the entrance at the meeting, a copy of the power of attorney and other
authorization documents should preferably be attached to the shareholder’s
notification to participate in the meeting. A template power of attorney is
available at the company website (www.polygiene.com/ir), and will be sent to
shareholders who requests it and that states their address.

Proposed agenda.

 1. Opening of the meeting
 2. Election of chairman of the meeting
 3. Preparation and approval of the register of voters.
 4. Approval of the agenda.
 5. Election of one or two persons to confirm the minutes.
 6. Determination as to whether the meeting has been duly convened.
 7. Address by the CEO.
 8. Presentation of the Annual Report and Audit Report.
 9. Resolution on:
a)      adoption on the profit and loss statement and balance sheet;
b)      distribution of the company’s profit according to the adopted balance
sheet; and
c)      discharge from liability for the members of the board and the CEO.
10. Determination of the number of board members, deputies, auditors and deputy
auditors.
11. Determination of remuneration for the board members and the auditor.
12. Election of board members and auditor.
13. Instruction and charter for the Nomination Committee
14. Closing of the meeting.

Proposed resolutions

Item 9 (b): Resolution on distribution of the company’s profit according to the
adopted balance sheet

Available for the annual shareholders’ meeting is the following
retained loss                  -21,527,095
share premium reserve    51,267,363
net profit for the year         9,171,445
                                      38,911,713

The board proposes that no dividends are paid and that available funds of SEK
38,911,713 are brought forward.

Item 10: Determination of the number of board members, deputies, auditors and
deputy auditors

Shareholders who together represent more than 60 per cent of the shares and
votes in the company propose that six ordinary board members without deputies
are elected until the end of the next annual shareholders’ meeting. Further, the
board proposes that one registered public audit firm without deputy is elected
as the audit firm until the end of the next annual shareholders’ meeting.

Item 11: Determination of remuneration for the board members and the auditor

Shareholders who together represents more than 60 per cent of the shares and
votes in the company proposes that remuneration to the board shall be paid with
SEK 175,000 to the Chairman of the board (unchanged) and with SEK 100,000 to
each of the other board members (unchanged). The board proposes that
remuneration to the auditor shall be paid in accordance with customary norms and
approved invoice.

Item 12: Election of board members and auditor

Shareholders who together represents more than 60 per cent of the shares and
votes in the company proposes that Lennart Holm, Mikael Bluhme, Mats Georgson,
Richard Tooby and Jonas Wollin are re-elected as ordinary board members and that
Jonas Sjögren is elected as new ordinary board member. Per Palmqvist Morin has
declined re-election. Furthermore, it is proposed that Lennart Holm is re
-elected as Chairman of the board.

Information on the board members who are proposed for re-election can be found
in the Annual Report and at www.polygiene.com/ir.

Jonas Sjögren, born 1974, has Master of Science degree in Business and Economics
from the Stockholm School of Economics. Jonas Sjögren is CEO for Discovery
Networks Sweden, with an overall responsibility for the TV and online operations
for a number of brands, i.a. Kanal 5, Kanal 9, Kanal 11, Discovery, TLC, ID,
Eurosport and Dplay. Jonas has more than 15 years’ experience, in leading
positions, from the media business.

The board proposes that Ernst & Young Aktiebolag is re-elected as auditor. Ernst
& Young Aktiebolag has informed that Johan Thuresson will continue to be
appointed as the responsible auditor.

Item 13: Instruction and charter for the Nomination Committee

The board proposes that a Nomination Committee shall be appointed before coming
election and remuneration and that an instruction and charter shall be adopted
in accordance with the following substantial terms.

The Nomination Committee shall comprise four members, one representative for
each of the three largest shareholders on the last banking day in September who
wish to appoint a member and the Chairman of the board. The three largest
shareholders in these instructions are the ownership grouped registered
shareholders or in another way known shareholders as per the last banking day in
September.

As soon as possible after the details of the largest shareholders on the final
banking day in September are known, the Chairman of the board shall contact the
three largest shareholders to find out whether they wish to appoint members of
the Nomination Committee. If one or more of the three largest shareholders
declines to appoint a member of the Nomination Committee, the Chairman of the
board shall offer other major shareholders the opportunity to appoint a member
of the Nomination Committee. If such an offer is made, it should be made to the
largest shareholders in order (i.e. first to the fourth largest shareholder,
then the fifth largest shareholder, and so on). This procedure shall continue
until the Nomination Committee comprises four members including the Chairman of
the board.

At its first meeting, the Nomination Committee shall appoint a Chairman among
its members.

Information regarding the appointed Nomination Committee shall include the names
of the three appointed members, together with the names of the shareholders who
have appointed the members, and the information shall be announced no later than
six months before the proposed annual shareholders’ meeting.

The Nomination Committee’s term shall run until such time as a new Nomination
Committee has been elected.

If there is a change in ownership among the largest shareholders and a
shareholder not previously entitled to appoint a member of the Nomination
Committee thereby becomes a larger shareholder than one or more of the
shareholders who have already appointed a Nomination Committee member, (“a new
major owner”), the Nomination Committee shall, if the new major owner makes a
request to appoint a member of the Nomination Committee, decide that the
Nomination Committee member who represents the smallest shareholding after the
shift should be dismissed and replaced by the member appointed by the new major
owner. Should a new major owner wish to appoint a member of the Nomination
Committee, the new major owner should notify the Chairman of the Nomination
Committee. The notification should contain the name of the person the new major
owner appoints as a member of the Nomination Committee. Notwithstanding what has
been stated in the foregoing, unless special reasons exists, no changes of the
composition of the Nomination Committee shall be made if only marginal changes
in voting power has occurred or if the change occurs later than two months
before the annual shareholders’ meeting.

If a member who represents a shareholder in the Nomination Committee should
leave its assignment prematurely, the Nomination Committee shall without delay
request that the shareholder who appointed the member appoint a new member. If
no new member is appointed by the shareholder, the Nomination Committee shall
offer other major shareholders the opportunity to appoint a member of the
Nomination Committee. Such an offer shall be made to the largest shareholders in
order (i.e. first to the largest shareholder who has not already appointed a
member of the Nomination Committee or who has previously foregone that right,
and then to the next largest shareholder who has not already appointed a member
of the Nomination Committee or who has previously foregone that right, and so
on). This procedure shall continue until the Nomination Committee is complete.

The Nomination Committee’s main responsibility is to submit proposals regarding
election of Chairman at the annual shareholders’ meeting, election of and
remuneration for the members of the board, election of and remuneration for the
auditor, as well as principles for the appointment of the Nomination Committee
and instructions for the Nomination Committee.

Duty of disclosure at the annual shareholders' meeting

The shareholders’ are reminded of their right to request information at the
shareholders’ meeting pursuant to chapter 7 section 32 of the Swedish Companies
Act (Sw. Aktiebolagslagen (2005:551).

Complete proposals

The Annual Report and the Audit Report and the complete proposal pursuant to
item 13 will be available at the company’s office at Stadiongatan 65, SE-217 62
Malmö, Sweden and at the company’s website (www.polygiene.com/ir) as from no
later than on 20 April 2016, and will also be sent to shareholders who requests
it and states their address. Copies of the documents will also be available at
the annual shareholders’ meeting.

Number of shares and votes in the company

As of the date of this notice to attend the annual shareholders’ meeting, the
total number of shares and votes in the company amounts to 19,316,000. The
company does not hold any own shares.

____________________

Malmö in April 2016

Polygiene AB (publ)

The Board of Directors

The English text is an unofficial translation. In case of any discrepancies
between the Swedish text and the English translation, the Swedish text shall
prevail.
For more information, contact:
Christian von Uthmann, CEO, Polygiene
Mobile: + 46 (0)70 319 77 21, e-mail: cvu@polygiene.com