Notice to attend the Annual General Meeting of Recipharm AB (Publ)

The shareholders in Recipharm AB (publ), reg. no. 556498-8425, are hereby
invited to attend the annual general meeting (“AGM”) to be held on 28 April 2016
at 1.00 pm at the company’s premises at Lagervägen 7 in Jordbro, Sweden.
Notification to attend etc.
Shareholders who wish to attend the AGM must

• be recorded in the share register kept by Euroclear Sweden AB no later than on
Friday 22 April 2016, and
• notify the company of their intention to attend the AGM at the latest by
Monday 25 April 2016.

Notification to participate in the AGM must be in writing via the booking form
available on the company’s website www.recipharm.com or by e-mail to
AGM2016@recipharm.com. Notification can also be made by telephone at +46-8-602
44 76. The notification shall state name, personal identification number/
company registration number, address, telephone number and number of shares
held.
Proxies
Shareholders represented by proxy must issue a written, signed and dated proxy.
If the proxy is issued by a legal entity, a certified copy of the valid
registration certificate (Sw. registreringsbevis) of the legal entity (or
similar document for non-Swedish legal entity) must be attached to the proxy.
The proxy may not be older than one year unless it states that it is valid for a
longer period of time (the validity of the proxy may not exceed five years).

In order to facilitate the registration, proxies in its original as well as
registration certificates and other authorization documents should be sent to
the company address, Recipharm AB, Att: Katja Zaharova, Lagervägen 7, 136 50
Jordbro, well in advance before the meeting.

Proxy forms for shareholders who wish to attend the meeting by proxy will be
available on the company website, www.recipharm.com.
Shareholding in the name of a nominee
In order to be entitled to participate in the meeting, shareholders who hold
their shares through nominees (Sw. förvaltare) must request a temporary
registration of the shares in their own name, with Euroclear Sweden AB.
Shareholders who wishes to obtain such registration must contact the nominee
regarding this well in advance of 22 April 2016.

Proposal for agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination as to whether the meeting has been duly convened
7. Presentation of the annual report and the auditor’s report as well as the
consolidated annual report and the auditor’s report on the consolidated annual
report
8. Statement by the CEO
9. Adoption of the profit and loss statement and the balance sheet as well as
the consolidated profit and loss statement and the consolidated balance sheet
10. Resolution in respect of appropriation of the company’s profit or loss as
set forth in the adopted balance sheet
11. Resolution in respect of discharge of the board members and the CEO from
liability
12. Determination of number of board members and auditors
13. Determination of fees for board members and auditors
14. Election of board members and chairman of the board
15. Election of auditor
16. Resolution in respect of guidelines for remuneration for senior executives
17. Resolution to implement a share savings program for 2016, including:
18. approval of the program;
19. authorization for the board to resolve on direct issues of shares of series
D; and
20. authorization for the board to resolve to repurchase of shares of series D
21. Resolution to amend the Articles of Association
22. Resolution in respect of authorization for the board to issue shares and/or
convertible bonds
23. Closing of the meeting
Proposals by the nomination committee
The Nomination Committee has consisted of Axel Calissendorff, Chairman of the
nomination committee, representing Flerie Participation AB, Lars Backsell,
Chairman of the board of directors of Recipharm AB, Johan Lannebo, representing
Lannebo Fonder, and Ossian Ekdahl, representing Första AP-fonden.
Election of chairman of the meeting (item 2)
The nomination committee proposes that Lars Backsell is elected as chairman of
the meeting.
Determination of number of board members and auditors (item 12)
The nomination committee proposes that the board shall consist of eight board
members elected by the general meeting. The nomination committee also proposes
that the company shall have one registered auditing company as auditor.
Determination of fees for board members and auditors (item 13)
The nomination committee proposes that the total remuneration for the board of
directors shall amount to SEK 1,780,000 (previous year 1,760,000), of which SEK
400,000 (unchanged) shall be paid to the chairman of the board of directors and
SEK 200,000 (unchanged) shall be paid to each of the other board members elected
by the general meeting and who are not employees of the group. The nomination
committee proposes that a fee of SEK 60,000 (previous year SEK 50,000) shall be
paid to the chairman of the audit committee and that a fee of SEK 35,000
(previous year SEK 30,000) shall be paid to each of the other two members. The
nomination committee proposes that a fee of SEK 30,000 (unchanged) shall be paid
to the chairman of the remuneration committee and that a fee of SEK 20,000
(unchanged) shall be paid to the other member.

The nomination committee proposes that the audit fees shall be paid in
accordance with approved invoices.
Election of board members and chairman of the board of directors (item 14)
As members of the board of directors until the end of the next annual general
meeting, the nomination committee proposes re-election of Lars Backsell,
Marianne Dicander Alexandersson, Anders G. Carlberg, Thomas Eldered, Tony
Sandell and Carlos von Bonhorst; and that Helena Levander and Wenche Rolfsen
shall be elected as new member of the board of directors. Joan Traynor and Göran
Pettersson has declined re-election.

The nomination committee also proposes re-election of Lars Backsell as the
chairman of the board of directors.
Election of auditor (item 15)
The nomination committee proposes that the registered auditing company Ernst &
Young AB shall be re-elected as auditor for the period until the next AGM 2017.
Ernst & Young AB has informed that, if Ernst & Young AB is re-elected as
auditor, Jennifer Rock-Baley will be appointed responsible auditor.
Proposals by the board
Dividend (item 10)
The board proposes that the AGM decides on a dividend of SEK 1.50 per share and
that the record date for the dividend shall be Monday 2 May 2016. If the AGM
decides in accordance with the proposal, the dividend will be paid to
shareholders on Friday 6 May 2016.
Resolution in respect of guidelines for remuneration of senior executives (item
16)
The board proposes that the AGM decides on guidelines for remuneration and other
terms of employment for senior executives according to the following.

These guidelines for remuneration of senior executives include salary and other
terms for the CEO and other senior executives in Recipharm. Other senior
executives are those who, together with the CEO, constitute the group management
as well as the CEO/managing director or equivalent in subsidiaries.

The opinion of Recipharm is that remuneration shall be paid according to
competitive terms, which enables senior executives to be recruited and retained.
Remuneration of senior executives may consist of basic salary, annual bonus,
pension, other benefits and share-based incentive programs. The remuneration of
the CEO and other senior executives shall be based on factors such as duties,
expertise, experience, position and performance. Furthermore, the relationship
between basic salary and annual bonus shall be proportionate to employees’
responsibilities and duties. The annual bonus shall be linked to pre-determined
criteria designed to promote the company’s creation of value in the long-term.
The remuneration shall not discriminate on grounds of gender, ethnic background,
national origin, age, disability, religion or other irrelevant factors.

In addition to salary, the CEO and other senior executives are generally
entitled to an annual bonus of up to 40 per cent of the base salary, annual
pension equivalent to up to 35 per cent of annual salary or according to
collective agreements, sick pay equivalent to 75-90 per cent of the monthly
salary during the first 3-6 months of a period of sickness. The CEO and other
senior executives generally have the right to health insurance and company car
as well as other benefits in accordance with local practice. When possible, the
pension arrangements shall be in accordance with current collective agreements.
In addition to the bonus, approved share or share-price related incentive
programs may be added.

Regarding senior executives, provided that collective agreements do not state
otherwise, the employee and the employer have a mutual notice period of up to
six months. In addition to salary during the notice period, severance pay of up
to six months of salary may occur.
Senior executives residing outside Sweden may receive other remuneration or
benefits that are competitive in the country of their residence, preferably
equivalent to those of other senior executives residing in Sweden.

The board members are paid fees determined by the general meeting. Board members
elected by the shareholders’ meeting shall, in specific cases, receive a fee for
services within their respective areas of expertise, which do not constitute
work of the board. These services shall be remunerated according to market
terms, which shall be approved by the board.

The board shall be entitled to deviate from the guidelines in individual cases
if there are special reasons for doing so.
Resolution to implement a share savings program for 2016 (item 17)
Recipharm applies a share savings program for the employees adopted the first
time at the annual general meeting 2014. The share savings program was renewed
on substantially the same terms and conditions at the annual general meeting
2015. The board of directors proposes that the AGM resolves to implement a share
savings program also for 2016 as described below (the “Program”) and with the
intention that as many employees of the group as possible shall be able to
participate in the Program.
Resolution to approve the program (item 17(a))
The main purpose of the Program is to increase the possibilities to recruit and
retain employees of the group and that ownership commitment among the
participants of the Program is expected to increase the interest in the
operations and the results, improve motivation as well as increase the sense of
togetherness with Recipharm. The board therefore proposes that the AGM resolves
to approve a share savings program for 2016 based the program for 2015 and in
accordance with the following conditions and principles.

 1. The Program shall cover as many employees of the Recipharm group as
possible. Participation in the Program requires that participants, with their
own funds, during the period from July 2016 to July/August 2017, acquires shares
of series B in Recipharm (“Saving Shares”) at market price on Nasdaq Stockholm
and for an amount not exceeding 5 per cent of each participant’s annual fixed
salary. Participation for senior executives, and operating company management
team members and certain key employees, who are also eligible for the
Performance Shares, as described below, requires that participants acquire
Saving Shares for an amount not exceeding 10 per cent of the annual fixed
salary.

 2. The duration of the Program is proposed to be over 3 years from launch of
the Program (“Savings Period”).

 3. Participants who retain the Saving Shares during the Savings Period, and are
also employed by the group during the entire Savings Period, will, at the end of
the Savings Period, receive one share of series B in Recipharm (“Matching
Share”) free of charge.

 4. The group’s senior executives and management team members of operating
companies and certain key employees will, in addition to Matching Shares, be
able to receive additional shares of series B in Recipharm (“Performance
Shares”) free of charge, provided that the participant is employed by the group
during the entire Savings Period and that certain performance criteria are met.
The performance criteria requires that the total return on the Recipharm share
during the Savings Period is positive and the outcome of the Program is
dependent on the total return of the Recipharm share in relation to certain
predetermined companies of comparison. The company’s CEO is entitled to up to
six Performance Shares for each Saving Share and certain other senior executives
(including GMs) are entitled to up to four Performance Shares. Members of local
management teams (excluding GMs) and certain key employees are entitled to one
Performance Shares for each Saving Share. The company’s current CEO, Thomas
Eldered (also one of the main shareholders of the company) has informed that he
will not participate in the Program.

 5. The number of Matching Shares and Performance Shares may be subject to
recalculation as a result of bonus issue, split, rights issue and/or similar
measures.

 6. The board, or the company’s remuneration committee, shall be responsible for
preparing the details and the specific terms of the Program, in accordance with
the terms and guidelines mentioned herein. The board shall have the right to
make necessary adjustments to comply with regulations, market conditions or
restrictions in certain jurisdictions, or, if participation and/or delivery of
shares to participants outside Sweden cannot be arranged for at reasonable costs
or with reasonable administrative efforts, to make adjustments, including, among
other things, a right to decide that an employee may be offered cash settlement.
Furthermore, it is proposed that the board shall have the rights to make other
alterations, if deemed appropriate by the board, if there are changes in the
Recipharm group or its environment which means that the Program no longer meets
the Program’s overall purpose.

 7. The maximum number of shares covered by the Program amounts to 617,000
shares of series B, corresponding to approximately 1.3 per cent of the number of
issued shares after dilution and approximately 0.4 per cent of the votes after
dilution. Considering also the number of shares expected to be issued under the
share saving program for 2014 and 2015 the total dilution effect is
approximately 1.9 per cent of the number of issued shares after dilution and
approximately 0.6 per cent of the votes after dilution.

The complete proposal for adoption of share savings program for 2016 will be
available in accordance to the section “Documents” below.
Resolution in respect of authorization for the board to resolve on directed
issue of shares of series D (item 17(b))
The board proposes that the AGM resolves to authorize the board to, at one or
several occasions during the period until the next AGM, increase Recipharm’s
share capital by up to SEK 308,500 through the issue of up to 617,000 shares of
series D, each with a par value of SEK 0.50. The new shares shall, with
deviation from the shareholders’ preferential rights, be able to be subscribed
for by a bank or a securities company at an issue price equal to the par value.
The purpose of the authorization and the reason for the deviation from the
shareholders’ preferential rights when carrying out the issue of the shares is
to ensure delivery of shares to participants in accordance with all Recipharm’s
share saving programs.
Resolution in respect of authorization for the board to resolve to repurchase
shares of series D (item 17(c))
The board proposes that the AGM resolves to authorize the board to, for the
period until the next AGM, decide on a repurchase of shares of series D. The
repurchase may only be effected through a public offer directed to all holders
of shares of series D and shall comprise all outstanding shares of series D.
Purchases shall be made at a price equal to the share’s par value. Payment for
the shares shall be made in cash. The purpose of the repurchase is to ensure
delivery of shares in accordance with the Program.

The board’s opinion, pursuant to Chapter 19, section 22 of the Swedish Companies
Act, on the proposal to authorize the board to decide on a repurchase of shares
of series D is available in accordance to the section “Documents” below.
Resolution to amend the Articles of Association (item 18)
The Board proposes that the AGM resolves to (i) amend paragraph 4 of the
Articles of Association whereby the share capital shall be not less than SEK
20,000,000 and not more than SEK 80,000,000; that the number shares shall be not
less than 40,000,000 and not more than 160,000,000; and that the number of
shares of series A and series B respectively shall not exceed 160,000,000; (ii)
remove the possibility of issuing series C shares by removal of paragraph 5 of
the Articles of Association; (iii) make certain editorial amendments to
paragraphs 4 and 7 relating to the removal of the possibility of issuing series
C shares, and (iv) adjust the numbering of the Articles of Association to take
account of the removal of paragraph 5 of the Articles of Association.
The board of directors’ complete proposal will be made available in accordance
to the section “Documents” below.
Resolution in respect of authorization for the board to resolve to issue of
shares and/or convertible bonds (item 19)
Recipharm has a clear acquisition strategy aimed at enable the company to
participate in the consolidation of CDMO industry. Through acquisitions,
Recipharm is offered the opportunity to have access to both new technologies and
extended capacity, and new customers and markets. Through acquisitions,
Recipharm also strengthen its presence in emerging markets.

The board of directors proposes that the AGM authorizes the board of directors
to, on one or several occasions during the period until the next AGM, with or
without deviation from the shareholders’ preferential rights, resolve on share
issues and/or issues of convertible bonds that involve the issue of or
conversion to a maximum of 4,900,000 shares of series B, corresponding to a
dilution of approximately 9.9 per cent of the share capital and approximately
3.0 per cent of the voting rights, based on the current number of shares in the
company.

The purpose of the authorization and the reason for the deviation from the
shareholders’ preferential rights, if any, is to enable the company to carry out
issues of shares and/or convertible bonds in a time-efficient way to finance
acquisitions or investments in new or existing businesses. The issuance of
shares or convertible bonds under the authorisation shall, in case of deviation
from the shareholders’ preferential rights, be made at a subscription price
according to the prevailing market conditions at the time of the issuance of the
shares and/or convertible bonds. Payment for subscribed shares and/or
convertible bonds shall be made in cash, in kind or by way of set-off.


OTHER INFORMATION
Number of shares and votes
As per 30 March 2016 the total number of shares in the company amounts to
49,614,980, representing a total of 163,786,424 votes, whereof 12,685,716 shares
of series A, 36,429,264 shares of series B and 500,000 shares of series D. The
company holds 59,911 shares of series B and 500,000 shares of series D.
Majority requirement of the proposed resolutions in items 17-19
A resolution pursuant to item 17(a) is only valid if approved by shareholders
representing at least nine-tenths of the votes cast as well as the shares
represented at the AGM. The items 17(a), 17(b) and 17(c) are conditional upon
each other.

Resolutions pursuant to item 17(b), 17(c), 18 and 19 are only valid if approved
by shareholders representing at least two-thirds of the votes cast as well as
the shares represented at the shareholders’ meeting.
Documents
The annual report, the audit report, the board’s complete proposal pursuant to
items 17-18, the board’s reports and the auditor’s statements pursuant to the
Swedish Companies Act (SFS 2005:551), the nominations committee’s statement
regarding the proposals relating to the board of directors and information about
the proposed board members will, no later than on 7 April 2016, be held
available at the company’s website, www.recipharm.com, at the company’s address
at Lagervägen 7, 136 50 Jordbro and will be sent free of charge to shareholders
who so request and provide their postal address or email address.
The shareholders’ right to submit questions
The board and the CEO shall, if any shareholder so requests and the board
believes that it may be done without significantly harming the company, provide
information regarding circumstances that may affect the assessment of an item on
the agenda, circumstances that can affect the assessment of the company’s or its
subsidiaries’ financial position and the company’s relationship to other
companies within the group as well as the consolidated financial statements.
Anyone wishing to submit questions in advance can do so by sending them to the
company at the address mentioned
above.

____________________

Jordbro, March 2016
RECIPHARM AB (PUBL)
The Board of Directors
Recipharm AB (publ)
Corporate identity number 556498-8425
Address Lagervägen 7, SE-136 50 Jordbro, Sweden, Telephone 46 8 602 52
00, Fax 46 8 81 87 03
www.recipharm.com