Notice to attend the Extra Ordinary General Meeting of Recipharm AB (publ)

The shareholders in Recipharm AB (publ), reg. no. 556498-8425 (the “Company”),
are hereby invited to attend the extraordinary general meeting (“EGM”) to be
held on Tuesday 10 May 2016 at 15.00 pm at IVA Conference Centre, Grev Turegatan
16 in Stockholm, Sweden.
Notification to attend etc.

Shareholders who wish to attend the EGM must

  ·
be recorded in the share register kept by Euroclear Sweden AB no later than on
Tuesday 3 May 2016, and

  ·
notify the Company of their intention to attend the EGM at the latest by Friday
6 May 2016.

Notification to participate in the EGM must be in writing via the booking form
available on the Company’s website www.recipharm.com or by e-mail to
EGM2016@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 3 May 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. Resolution in respect of authorization for the Board of Directors to resolve
to issue shares against payment in kind
 8. Resolution in respect of authorization for the Board of Directors to resolve
to issue shares with preferential rights for shareholders
 9. Resolution in respect of authorization for the Board of Directors to issue
shares and/or convertible bonds
10. Closing of the meeting

Proposals by the Board of Directors

Resolution in respect of authorization for the Board of Directors to resolve to
issue shares against payment in kind (item 7)

On 18 April 2016, Recipharm announced that the Company had signed two separate
agreements to acquire Kemwell’s pharmaceutical CDMO businesses. The first
acquisition, comprising US and Swedish operations, is expected to close during
the second quarter 2016, after review by the Swedish Competition Authority. The
second acquisition, comprising operations in India, is conditional on
governmental approvals and expected to close before year end.

The acquisition price for Kemwell’s operations in Sweden amounts to
approximately USD 85 million (approximately SEK 693 million) in total, on a cash
and debt free basis, and will be paid to the sellers, Kemfin Holdings Private
Ltd (“Kemfin”) and, as regards the Swedish operations, an minority owner
("Minority owner"), with approximately USD 30 million (approximately SEK 243
million) in cash as well as an issue in kind of series B shares in Recipharm
corresponding to a value of USD 55 million (approximately SEK 450 million). The
subscription price of the share issue in kind shall be calculated as the average
of the volume weighted average share price for (i) 20 trading days prior to the
day for signing of the acquisition agreement and (ii) 20 trading days prior to
the date for the EGM, adjusted for non-occurring dividend of SEK 1.50 for the
financial year 2015 proposed to be resolved at the Annual General Meeting to be
held on 28 April 2016.

With reference to the above acquisitions, the Board of Directors proposes that
the EGM authorizes the Board of Directors, during the period until the next AGM,
to issue new series B shares against payment in kind in the form of all shares
in Kemwell AB.

The new shares shall entitle to dividend for the first time on the record date
for dividends occurring after the shares are registered with the Swedish
Companies Registration Office. The new shares are not entitled to the dividend
of SEK 1.50 per share proposed by the Board of Directors to be resolved at the
Annual General Meeting to be held on 28 April 2016 regarding dividend for fiscal
year 2015.

Resolution in respect of authorization for the Board of Directors to resolve to
issue shares with preferential rights for shareholders (item 8)

In light of Recipharm’s acquisition of CDMO businesses in the US, Sweden and
India, announced on 18 April 2016 and described in item 7 above, the Board of
Directors proposes that the Extraordinary General Meeting authorizes the Board
of Directors, during the period until the next Annual General Meeting, to issue
new shares with preferential rights for existing shareholders. The proceeds in
connection with such share issue shall amount to approximately SEK 850 million
before issue costs. The net proceeds from the rights issue will be used to
finance the acquisition of the businesses referred to above.

At the Board of Directors’ exercise of the authorization pursuant to item 7
above, Kemfin will become a meaningful shareholder in Recipharm. Kemfin and
Minority owner have committed to a 12 month lock up period not to dispose of any
of the shares received in connection with the share issue in kind. Based on the
number of shares issued in the share issue in kind, Kemfin and Minority
ownerhave also undertaken to subscribe for their respective pro rata share of
the planned rights issue.

Should Kemfin and Minority owner receive shares in the share issue in kind prior
to the record date for the proposed rights issue, they have committed themselves
to participate in the rights issue by exercising all of their respective
subscription rights. However, if the share issue in kind is not registered prior
to the record date for the proposed rights issue, the Board of Directors will
reduce the number of shares in the rights issue corresponding to Kemfin and
Minority owner’s prospective share of the rights issue. The Board of Directors
proposes therefore, in case such situation will occur, that the EGM resolves to
authorize the Board of Directors to carry out a directed share issue against
cash payments to Kemfin and Minority owner, where the subscription price will be
the same as in the proposed rights issue and the number of shares issued will
correspond to the number of shares which Kemfin and Minority owner would have
subscribed for in the rights issue if they had received the shares issued in
connection with the share issue in kind prior to the record date for the rights
issue.

The reason for deviation from the shareholders’ preferential rights is that the
directed share issue shall place Kemfin and Minority owner in the same situation
as if the shares in share issue in kind had been delivered to them before the
record date for the rights issue.

Resolutions on authorization pursuant to this item 8, which in certain
situations also include the possibility to carry out a directed share issue to
Kemfin and Minority owner is valid only if approved by shareholders representing
at least two-thirds of the votes cast as well as the shares represented at the
Meeting.

Resolution in respect of authorization for the Board of Directors to issue
shares and/or convertible bonds (item 9)

Recipharm has a clear acquisition strategy designed to enable the company to
participate in the consolidation of CDMO industry. Through acquisitions,
Recipharm 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 intends to recall its proposal to the Annual General
Meeting on 28 April 2016, to authorize the Board of Directors to issue shares
and/or convertible bonds. The Board of Directors proposes instead that the EGM
authorizes the Board of Directors, on one or several occasions during the period
until the next Annual General Meeting, with or without deviation from the
shareholders’ preferential rights, to resolve on share issues and/or issues of
convertible bonds that involve the issue of or conversion to a maximum number of
series B shares corresponding to ten percent of the total number of shares in
Recipharm with regard to any additional shares in connection with the share
issue against payment in kind pursuant to the authorization under item 7 above,
and the rights issue to be carried out under the authorization pursuant to item
8 above.

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.

Resolutions on authorization pursuant to this item 9 is valid only if approved
by shareholders representing at least two-thirds of the votes cast as well as
the shares represented at the Meeting.

OTHER INFORMATION

Number of shares and votes

As per 18 April 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.

Documents

As per 18 April 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

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, April 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