Invitation to Extraordinary General Meeting of shareholders of Recipharm AB (publ)

The shareholders of Recipharm AB (publ) (the ”Company”), are hereby invited to
an Extraordinary General Meeting of shareholders to be held on Thursday, 11
September 2014 at 10.00 a.m. at the head office of the Company at Lagervägen 7
in Jordbro, Sweden.
Notice to attend etc.

Shareholders who wish to attend the Extraordinary General Meeting (the ”EGM”)
must

•        be entered in the register of shareholders held by Euroclear Sweden AB
by Friday, 5 September 2014; and

•        notify the Company of their intention to participate no later than on
Monday, 8 September 2014.

Notice of participation at the general meeting shall be made in writing via the
notification form available at www.recipharm.com/investors or by email at
EGM201409@recipharm.com. Notification may also be made by telephone on +46 (0)8
-602 44 76. When giving notice of participation, the shareholder must state
name, social security number or company registration number, address, telephone
number and shareholding. Shareholders who are represented by proxy shall send
such proxy together with registration certificate or corresponding documentation
to the Company at the address Recipharm AB, Att: Katja Zaharova, Lagervägen 7,
SE-136 50 Jordbro, Sweden in connection with the notification to attend the AGM.
Proxy forms for shareholders who wish to be represented by proxy will be made
available on the Company’s website www.recipharm.com.

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 5 September 2014.

Proposed Agenda

1.       Opening of the Meeting

2.       Election of a Chairman at the Meeting

3.       Preparation and approval of the register of shareholders entitled to
vote at the Meeting

4.       Approval of the agenda

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

6.       Determination of whether the Meeting has been duly convened

7.       Resolution to authorise the Board of Directors to resolve on the issue
convertible bonds

8.       Resolution to authorise the Board of Directors to resolve on the issue
of Class B shares and/or convertible bonds

9.       Closing of the Meeting

Proposals

Resolution to authorise the Board of Directors to resolve on the issue of
convertible bonds (item 7)

On 18 August 2014, Recipharm AB entered into a share purchase agreement with the
shareholders of Corvette Group S.p.A. and LOI Immobiliare S.r.l. whereby
Recipharm is acquiring all shares in these companies at an estimated purchase
price of EUR 100 million. The purchase price will be paid for by 50 per cent in
cash and 50 per cent in the form of convertible bonds entitling the holders to
convert the bonds into Class B shares of Recipharm. The conversion price is SEK
91.10 at a fixed exchange rate SEK/EUR of 9.168. The bonds carry no interest and
are due one year from the closing date, which is expected to take place around 1
October 2014. Based on the estimated purchase price and assuming full
conversion, the new shares would represent close to 12 per cent of the share
capital and approximately 3.2 per cent of the votes.

For the purpose of the completion of the acquisition of Corvette Group S.p.A.
and LOI Immobiliare S.r.l., the Board of Directors proposes that the EGM
authorises the Board of Directors to resolve, on one or several occasions prior
to the next Annual General Meeting, to issue convertible bonds that could be
converted into Class B shares of Recipharm for payment in kind in form of the
shares in Corvette Group S.p.A. and LOI Immobiliare S.r.l.

Resolution to authorise the Board of Directors to resolve on the issue of Class
B shares and/or convertible bonds (item 8)

In addition to the authorisation according to item 7 above, the Board of
Directors proposes that the EGM authorises the Board to resolve, on one or
several occasions prior to the next AGM, to issue shares and/or convertible
bonds for payment in kind or by way of set-off, that involve the issue of or
conversion into up to 3,700,000 Class B shares, corresponding to a dilution of
approximately 9.9 per cent of the share capital and approximately 2.4 per cent
of the votes based on the current number of shares in the Company.

The purpose of the authorisation is to enable the Company to use its own shares
and/or convertible bonds to make payments in connection with acquisitions of
companies or businesses which the Company may undertake or to settle any
deferred payments related to such acquisitions. In connections with issue of
shares and/or convertible bonds with payments by way of set-off to settle
deferred payments, the Board of Directors shall be authorised to issue shares
and/or convertible bonds with deviation from the shareholders’ preferential
rights. The basis for the issue price shall be the market price of the share at
the time when shares and/or convertible bonds are issued.

Other

A valid resolution in respect of item 8 above requires approval of shareholders
representing at least two-third of both the votes cast and the shares
represented at the EGM.

Documentation pursuant to Chapter 13, section 6 and Chapter 15, section 8 of the
Swedish Companies Act (SFS 2005:551), will be available at the Company’s address
as set out above and on the Company’s website www.recipharm.com and will also be
sent to those shareholders who so request and provide their postal address.

According to Chapter 7, section 32 of the Swedish Companies Act, at a General
Meeting the shareholders are entitled to require information from the Board of
Directors and CEO regarding circumstances which may affect items on the agenda
and circumstances which may affect the Company’s financial situation.

As of 19 August 2014, the total number of shares in the Company was 37,188,875,
representing a total of 151,360,319 votes, divided into 12,685,716 Class A
shares and 24,503,159 Class B shares. The Company does not hold any of its own
shares.

Jordbro, August 2014

The Board of Directors

For further information please visit www.recipharm.com or contact:

Thomas Eldered, CEO, thomas.eldered@recipharm.com, telephone: +46 8 602 52 00

Björn Westberg, CFO, bjorn.westberg@recipharm.com, telephone: +46 8 602 46 20

About Recipharm
Recipharm is a leading CDMO (Contract Development and Manufacturing
Organisation) in the pharmaceutical industry based in Sweden employing some
1,500 employees. Recipharm offers manufacturing services of pharmaceuticals in
various dosage forms, production of clinical trial material and pharmaceutical
product development. Recipharm currently manufactures more than 200 different
products to both Big Pharma and smaller research- and development companies.
Recipharm’s turnover is approximately SEK 2.1 billion and the Company operates
development and manufacturing facilities in Sweden, France, the UK, Germany and
Spain and is headquartered in Jordbro, Sweden. The Recipharm B-share (RECI B) is
listed on Nasdaq OMX Stockholm.

For more information on Recipharm and our services, please visit
www.recipharm.com (http://file///C:/Users/Thomas/AppData/Local/Microsoft/Windows
/ 
Temporary%20Internet%20Files/Content.Outlook/FZHEQOEB/visit%20www.recipharm.com)
. 

Recipharm AB (publ)
Corporate identity number 556498-8425
Address Lagervägen 7, SE-136 50 Jordbro Telephone 46 8 602 52 00
Fax 46 8 81 87 03, www.recipharm.com