NOTICE of Annual General Meeting in Ortivus AB on 4th of May 2011

NOTICE of Annual General Meeting in Ortivus AB on 4th of May 2011

Notice is hereby given of the Annual General Meeting (AGM) with the
shareholders of Ortivus AB (publ), 556259-1205, on Wednesday 4th of May
2011 at 1500 hours at the company's premises at Karlsrovägen 2 D in
Danderyd.

Right to participate in the Meeting

Shareholders wishing to participate at the AGM must:

-be entered in the register of shareholders kept by Euroclear Sweden AB
on Thursday 28th of April 2011 (see also the section on
nominee-registered shares below), and
- have notified the company of their attendance not later than 1600
hours on Friday 29th of April 2011 at the address Ortivus AB, Box 713,
182 17 Danderyd, Sweden, or by telephone +46 8 446 45 00, fax +46 8 446
45 19 or e-mail info@ortivus. (info@ortivus.)com. When notifying the
company, please state your name, personal identity or registration
number, telephone number, address, shareholding and details about
representatives or assistants (no more than two) if any.

Representatives, power of attorney, etc.

Representatives of shareholders must bring power of attorney in original
to the meeting. Form for power of attorney will be available on the
company's home page www.ortivus.com (http://www.ortivus.com/) or from
the company. Representatives for legal entities should bring documents
such as certificate of registration, power of attorney etc.

Nominee-registered shares

Shareholders whose shares are nominee-registered must also request a
temporary entry in the register of shareholders kept by Euroclear Sweden
AB in order to be entitled to participate in the meeting. Shareholders
must notify the nominee about this well before Thursday 28th of April
2011, which is the day entry must be effected in order to be taken into
account in the transcript of the register of shareholders made by
Euroclear Sweden AB on that date.

Proposed agenda

 1. Opening of the meeting
 2. Election of Chairman of the meeting
 3. Drafting and approval of voting list
 4. Approval of the Board's proposed agenda
 5. Appointment of persons to approve the minutes
 6. Determination whether the meeting has been duly convened
 7. a) Statement by the Managing Director
b) Statement by the Chairman regarding the Board's work
c) Statement by the company's accountant
d) Presentation of annual report with accounting report along with
annual report for the group
 8. Decisions regarding
a) determination of the annual accounts for the company and the group,
b) disposition of the result according to the annual report, and
c) discharge from liability for the Board and the Managing Director
 9. Report from the Nomination Committee regarding its work and its
motivated statement
10. Determination of the number of Board members and accountants
11. Decision regarding fees for the Board members and the accountants
12. Election of Board members and Chairman of the Board
13. Election of accountant and deputy accountant
14. Decision regarding principles for appointing Nomination Committee
for the next AGM
15. Decision regarding guidelines for compensation to the management
16. Decision regarding adoption of new Articles of Association
17. Other items
18. Closing of the meeting

The Board's proposal
Item 8 b); Dividend
The Board proposes that no dividend be paid out for the financial year
2010.

Item 15; Decision regarding guidelines for compensation to the
management
The Board proposes that in principle the same guidelines for
compensation to the management as were approved at the AGM 2010 be
approved by the AGM 2011 to be valid up until the end of the AGM 2012.
The Board's proposal has been attached to this notice.

Item 16; Decision regarding adoption of new Articles of Association
The Board proposes that the meeting decides to adopt new Articles of
Association, including inter alia some adjustments of the company's
business description (section 3 in the Articles of Association). The new
proposed wording is ”The company will itself, via wholly or partly owned
companies or cooperation partners, develop, manufacture, sell, as well
as supply service and support regarding medical, technical and
customers' business supportive products and services, as well as engage
in other compatible business”. (present wording: ”The company will
directly or indirectly develop, manufacture, sell and provide service
regarding medical and chemical/technical projects, as well as engage in
other compatible business.”) In addition some editorial alterations have
been made. The proposed new Articles of Association have been attached
to this notice.

Proposal from the Nomination Committee

The Nomination Committee for the AGM 2011 consists of Ragnhild Wiborg,
Peter Edwall, Jonas Fredriksson, Laurent Leksell and Jon Risfelt. The
complete proposal from the committee, the report from their work and the
motivation for proposed Board members have been attached to this notice.
The Nomination Committee proposes the following regarding items 2 and
10-14:

Item 2; Election of Chairman at the meeting
The Nomination Committee proposes that the Chairman of the Board Jon
Risfelt is appointed Chairman of the meeting.

Item 10; Determination of the number of Board members and the number of
accountants
The Nomination Committee proposes that the number of Board members until
the next AGM should be 5 (last year 5) with no deputies (last year 0).
The number of accountants is proposed to be one with one deputy.

Item 11; Determination of fees to the Board and the accountant
The Nomination Committee proposes that the fee to the Board be totally
SEK 1,040,000 (last year SEK 1,190,000) with SEK 400,000 to the Chairman
(last year SEK 400,000 + SEK 150,000 as extra fee) and SEK 160,000 to
each of the other members not employed in the company. No extra fee will
be paid for advisory committee work. The fee to the auditors is proposed
to be paid according to reasonable and approved invoice.

Item 12; Election of Board members and Chairman of the Board
The Nomination Committee proposes re-election of Anna Söderblom, Peter
Edwall, Annemarie Gardshol, Crister Stjernfelt and Jon Risfelt. The
Committee proposes that Crister Stjernfelt is appointed Chairman of the
Board. Information of the Board members may be found at the company's
home page (www.ortivus.com (http://www.ortivus.com/)).

Item 13; Election of accountant
The Nomination Committee proposes re-election of the present accountant
Helene Willberg and deputy accountant Gabriel Ingemarson, both
practicing at KPMG in Stockholm, for a period until the AGM 2012 in
accordance with the regulations of the Swedish Companies Act.

Item 14; Decision regarding principles for appointing Nomination
Committee for the next AGM
The Nomination Committee of Ortivus proposes that the AGM decides to
appoint a Nomination Committee for the AGM 2012 as follows.

The Chairman of the Board will be assigned to contact the three largest
directly registered shareholders in the company according to Euroclear
Sweden´s share register on 30th of September 2011 and ask them if they
wish to appoint a member of the Nomination Committee for the AGM 2012.
If such shareholder does not appoint a member, the fourth largest
shareholder will be asked, and so on. The members appointed this way
will, with the Chairman of the Board as convenor, constitute the
Nomination Committee. The Committee will appoint a chairman within
itself. The names of the members of the Committee will be published no
later than six (6) months before the AGM 2012. The Committee will follow
and fulfill the tasks which follow from the company management code and
propose the process of appointing a new Nomination Committee for the
next AGM.

Should a shareholder who has appointed a member to the Nomination
Committee sell a substantial part of his shares before his assignment
has been completed, the member appointed by the shareholder, if the
Committee decides so, will resign and be replaced by a new member
appointed by the shareholder next in size at the time and not already
represented in the Committee. Should a member of the Committee cease to
represent the shareholder who appointed him or resign from the Committee
before his assignment has been completed, such member will, if the
Committee decides so, be replaced by a new member appointed by the
shareholder. Should the registered ownership conditions significantly
alter in any other way before the assignment of the Committee has been
completed, the composition of the Committee will, if the Committee
decides so, be changed according to the above principles.

The length of office for the appointed Nomination Committee shall run
until a new Nomination Committee has been formed.

The members of the Committee will receive no compensation except for
direct costs in connection with the assignment. When needed the company
will however be responsible for external costs necessary for the
Committee to carry out its assignment.

Documents etc.
The annual report and the auditor's report will be available at the
company (address see above) and at the company's home page
www.ortivus.com (http://www.ortivus.com/) at the latest three weeks
before the AGM. Copies of mentioned documents will be sent to those
shareholders who request this and give their address.

Documents referred to in this notice are only available in Swedish, but
for information in English, please contact the company's CFO Magnus
Nordgren by telephone 46 8 446 45 00.

According to chapter 7, section 32, of the Swedish Companies Act, the
Board and the Managing Director, if a shareholder requests it and the
Board deems it may be done without harming the company, will inform the
meeting regarding circumstances that may affect the evaluation of an
item on the agenda, circumstances which may affect the evaluation of the
financial situation of the company or its subsidiaries, and also the
company's relation to another company in the group. A question may be
put in advance in the same manner as notice of participation above.

The number of shares in the company at the time of this notice is
20,708,188, of which 1,108,455 are A shares and 19,599,733 are B shares,
corresponding to a total of 30,684,283 votes.

Stockholm in April 2011
Ortivus AB (publ)
The Board of Directors