Notice of Annual General Meeting of Hansa Medical; Hans Schikan nominated to the Board of Directors

The shareholders of Hansa Medical AB (publ) are summoned to attend the Annual
General Meeting on June 2nd, 2015, at 17.00 CET at Elite Hotel, Ideon Science
Park Scheelevägen 27, Lund, Sweden. The Nomination Committee proposes, inter
alia, election of Hans Schikan as new member of the Board of Directors.
NOTICE OF ANNUAL GENERAL MEETING IN HANSA MEDICAL AB (PUBL)

The shareholders of Hansa Medical AB (publ) are hereby summoned to attend the
Annual General Meeting (“AGM”) on June 2nd, 2015, at 17.00 CET at Elite Hotel,
Ideon Science Park Scheelevägen 27, Lund, Sweden. Registration starts at 16.30
CET. Refreshments will be served after the meeting.

Right to participate
Those who have been recorded as shareholders in the share register kept by
Euroclear Sweden AB as per May 27th, 2015, and who, no later than May 27th, 2015
at 12.00 CET, give notice to the company of their intent to participate at the
AGM have a right to participate in the AGM. Notice to participate shall be given
in writing to Hansa Medical AB, c/o Fredersen Advokatbyrå AB, Turning Torso, 211
15 Malmö, by e-mail to hansamedical@fredersen.se or by fax to +46-40-232003. The
notice shall contain the shareholder’s name, personal identity number or
registration number and daytime telephone number and, where applicable, the
number of advisors (maximum two). Subsequent to giving notice of participation
the shareholder will receive a confirmation. If no confirmation is received,
notice has not been duly given.

A shareholder whose shares are registered under the name of a nominee must
temporarily register his shares in his own name with Euroclear Sweden AB to be
entitled to participate in the AGM. Such registration must be in effect no later
than May 27th, 2015 and should be requested with the nominee well in advance.

Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be
issued to the proxy. The power of attorney is to be in writing, dated and duly
signed by the shareholder. If the shareholder is a legal entity, a copy of the
registration certificate or, if no such document exists, equivalent
documentation shall be included with the notification. To facilitate
registration at the AGM, please provide the power of attorney in original as
well as registration certificate and other documents of authority to Fredersen
Advokatbyrå to the address above preferably before 12.00 on May 27th, 2015. If
the power of attorney and other authorization documents have not been submitted
in advance, the power of attorney in the original and other authorization
documents must be presented at the AGM. Power of attorney forms are available at
the company and on the company’s website, www.hansamedical.com, and will be sent
upon request to any shareholder who states their postal address.

Proposal of agenda

0      Opening of the meeting

1      Election of chairman of the meeting

2      Preparation and approval of the voting register

3      Approval of the agenda

4      Election of one or two persons to attest the minutes

5      Determination as to whether the meeting has been duly convened

6      Speech of the CEO

7      Presentation of the annual report and the Auditor’s report as well as the
group accounts and the auditor’s report for the group

8      Resolution

a)     on adoption of the profit and loss account and the balance sheet as well
as of the consolidated profit and loss account and the consolidated balance
sheet

b)     on allocation of the company’s profits or loss as set forth in the
adopted balance sheet

c)     on discharge from liability for the Board Members and the CEO

9      Resolution on the remuneration to the Board of Directors and Auditor

10   Election of Board Members, Auditors and Deputy Auditors

11   Resolution on principles for the Nomination Committee

12   Resolution on guidelines for remuneration to senior management

13   Resolution on issue of share warrants and approval of transfer of share
warrants

14   Resolution on authorization of the Board of Directors to issue new shares,
warrants or convertible instruments

15   Resolution on authorization of the CEO to make adjustments of the decisions

16   Closing of the meeting

Resolution proposals

Dividend (item 8b))

The Board of Directors proposes that no dividend will be paid for the financial
year 2014.

Election of Chairman of the Meeting, Board of Directors, Chairman of the Board
and Auditor, decisions regarding Remuneration and Guidelines for the Nomination
Committee (item 1, 9-11)
The Nomination Committee, composed by Anders Blom (Nexttobe AB), Chairman,
Fredrik Bogren (Farstorps Gård AB) and Sven Sandberg (representing his own
holding), proposes as follows:

-       Chairman of the Meeting: Eddie Juhlin,

-       Number of Board Members: six members,

-       Number of Auditors: one registered accounting firm,

-       Renumeration: SEK 300,000 to the Chairman of the Board and SEK 100,000
each to the other Board Members except for Anders Blom. Remuneration to the
Board committees: SEK 40,000 to the chairman and SEK 30,000 each to the other
Board Members in the audit committee, SEK 40,000 to the chairman and SEK 25,000
each to the other Board Members in the Remuneration Committee and SEK 25,000
each to the Board Members in the Scientific Committee. A Board Member may, if it
is in accordance with current tax legislation and provided that it is cost
neutral for the company, be given the possibility to invoice the remuneration
from his own company, provided that the company is registered for corporate tax
(sw. F-skatt). Social contributions fees and VAT will be added to such
remuneration invoiced by Board Member within a business operation,

-       Remuneration to the Auditors: according to an approved account,

-       Board Members: re-election of Birgit Stattin Norinder, Anders Blom,
Stina Gestrelius, Per Olof Wallström and Cindy Wong and election of Hans
Schikan,

-       Chairman of the Board: re-election of Birgit Stattin Norinder,

-       Auditor: election of KPMG AB (KPMG AB has notified that Dan Kjellqvist
will be auditor-in-charge if KPMG AB is elected), and

-       That the following instruction shall apply for the Nomination Committee
for the AGM 2016:

The Nomination Committee shall consist of representatives for the three largest,
in terms of votes, registered shareholders as per August 31st, 2015. Should such
shareholder not wish to appoint a member, the largest shareholders, in terms of
votes, thereafter shall be invited to appoint members of the Nomination
Committee, until three members have been appointed. The names of the members of
the Nomination Committee shall be made public no later than six months prior to
the AGM of 2016. The Nomination Committee shall appoint the member representing
the largest shareholder as chairman, unless the Nomination Committee decides
otherwise. Should any of the members of the Nomination Committee, before the
assignment of the Nomination Committee has been fulfilled, resign or no longer
represent the shareholder who appointed that member, such member shall be
replaced by a new member appointed by that shareholder. Should any shareholder
not represented in the Nomination Committee be larger, in terms of votes, than
another shareholder represented in the Nomination Committee, the larger
shareholder shall be entitled to appoint a member to the Nomination Committee,
whereby the member representing the smallest, in terms of votes, shareholder
shall leave the Nomination Committee. The term of office for the Nomination
Committee shall be until a new Nomination Committee has been appointed. If
necessary, the company shall compensate reasonable costs, which the Nomination
Committee has deemed necessary for the fulfilment of its assignment. The
Nomination Committee shall be entitled to call in one or more additional
members, who shall not be entitled to vote. The members of the Nomination
Committee shall not be entitled to any remuneration from the company for their
work. The Nomination Committee shall follow and fulfil the assignments set out
in the Swedish Corporate Governance Code. The Nomination Committee shall present
proposals for Chairman of the Meeting, Board Members, Chairman of the Board,
remunerations to the Board, auditors, remuneration to the auditors and the
process of appointing a new Nomination Committee for the next AGM.

Hans GCP Schikan, born 1958. Pharmacist, Utrecht University.
Other appointments: Supervisory Board member of Prosensa, The Netherlands. Board
member of Swedish Orphan Biovitrum AB (publ) and Top Team Dutch Top Sector Life
Sciences & Health. Member of the Biotechnology Industry Organization’s Emerging
Companies Section Governing Board. Member of the Advisory Board of BioScience
Park Leiden.

Previous appointments: CEO of Prosensa. Chairman of Dutch Association of the
Innovative Pharmaceutical Industry, Nefarma. Various senior management positions
within previous Organon and Genzyme. Board member of Top Institute Pharma.

Resolution on guidelines for remuneration to senior management (item 12)
The guidelines proposed by the Board of Directors entail that senior management
will be offered remuneration which is competitive and on market terms. The level
of the remuneration for the individual manager shall be based on factors such as
position, expertise, experience and performance. The remuneration consists of a
fixed salary and pension benefits and, in addition, may consist of variable
salary, severance compensation and non-monetary benefits. The variable salary
shall be based on the achievement of quantitative and qualitative targets.
Salary during the notice of termination period and severance compensation shall
be possible in a total maximum amount of 24 monthly salaries. It is proposed
that the Board of Directors be authorized to disapply the guidelines where
special cause exists in an individual case.

Resolution on issue of share warrants and approval of transfer of share warrants
(item 13)
The Board proposes that the Company issues and transfers share warrants in
accordance with the following.

A. The Company shall issue a maximum of 400,000 share warrants. The right to
subscribe for the share warrants shall, with deviation from the shareholders’
preferential right, be allotted to Cartela R&D AB (the “Subsidiary”), a wholly
owned subsidiary of the Company. Subscription must be completed no later than 15
June 2015. The share warrants will be issued without consideration. The
Subsidiary shall transfer the share warrants according to what is stated in Item
B below.

Each share warrant entitles its holder to subscribe for one new share in the
Company. Subscription of shares in accordance with the terms and conditions of
the share warrants may be made as from 15 June 2018 up to and including 15 June
2019.

The subscription price (strike price) will correspond to the market price of an
ordinary share at the time of the issuance with an annual increase of 7 percent.
This means that the strike price after 3 years will be 122.5 percent of the
current market price of a share, and after 4 years it will be 131.1 percent. The
starting point shall be the volume-weighted share price during 10 trading days
immediately prior to the issuance of the warrants.

The increase in the Company’s share capital upon full exercise of the share
warrants will amount to SEK 400,000, and corresponds to a dilution of
approximately 1.2 percent of the total number of shares and the total number of
votes in the Company.

The reason for deviation from the shareholders’ preferential right is to
implement this incentive program and that the concerned person shall be rewarded
for and work for a value increase of the Company’s share.

B.  The Board proposes that the AGM approves the Subsidiary’s transfer of share
warrants on the following terms and conditions.

The share warrants shall be offered from the Subsidiary to following three
categories of persons employed by the Company (including new employees):

+-------------------+--------------+-----------------------------------+
|Category           |Maximum No. of|Maximum no. of warrants to category|
|                   |warrants per  |                                   |
|                   |person        |                                   |
+-------------------+--------------+-----------------------------------+
|A. CEO             |150,000       |150,000                            |
+-------------------+--------------+-----------------------------------+
|B. Management      |40,000        |150,000                            |
|(maximum 5 persons)|              |                                   |
+-------------------+--------------+-----------------------------------+
|C. Other employees |10,000        |130,000                            |
|(maximum 14        |              |                                   |
|persons)           |              |                                   |
+-------------------+--------------+-----------------------------------+

Allotment is conditional upon it being possible to legally implement the
acquisition of share warrants, and that this according to the assessment of the
Board of Directors can be done using reasonable administrative and financial
resources. Application for acquisition of share warrants can be made as from 2
June 2015 up to and including 15 June 2015, and in lots corresponding to either
the highest number of share warrants offered or reduced by lots of 1,000 share
warrants. Allotment shall be made in full lots of 1,000 share warrants.

The share warrants shall be transferred on market terms at a price (premium)
established on the basis of a market value calculated by an independent
valuation institute using the Black & Scholes valuation model. The value for one
warrant has been preliminarily calculated to SEK 8.60 based on a share price of
SEK 33.

For participants in category B. and C. the Company will make a one-time cash
bonus of up to 60 percent of the premium. The total cost for these bonus
payments, based on the preliminarily calculated value of the option is maximum
SEK 3.0 million, including costs for social security contributions. No other
costs, except for administrative costs, are expected to occur in relation to the
warrant program.

The warrants shall be subject to other customary terms, including a right to
repurchase at market value if the participant’s employment in the Company is
terminated.

The Company’s Board may decide to cancel share warrants that are not transferred
to employees and share warrants that have been re-purchased from employees.
Cancellation shall be registered with the Swedish Companies Registration Office.

C. The Board proposes that the General Meeting authorizes the Company’s Board of
Directors to implement the issue resolution in accordance with Item A above and
to ensure that the Subsidiary’s Board of Directors implements the transfer of
the share warrants in accordance with Item B above.

For a resolution in accordance with this item to be valid, the resolution must
be supported by shareholders representing at least nine-tenths of the votes cast
and the shares represented at the General Meeting. A General Meeting in the
Subsidiary must also approve the resolution on transfer in accordance with the
above.

Resolution on authorization of the Board of Directors to issue new shares,
warrants or convertible instruments (item 14)
The Board of Directors proposes that the AGM decides the following. The Board of
Directors is authorized to issue new shares, warrants or convertible instruments
on one or more occasions prior to the next AGM, with or without regard to
shareholders’ pre-emption rights. The payment of issued shares may be in cash,
by non-cash consideration, by set-off or otherwise subject to terms and
conditions stated in The Swedish Companies Act, chapter 2 section 5, second
paragraph, points 1-3 and 5. The number of shares, warrants or convertible
instruments to be issued pursuant to the authorization shall be limited to 10
per cent of the shares from time to time outstanding. If the Board of Directors
decides on an issue without regard to shareholders’ pre-emption rights, the
reason for deviation from the shareholders’ pre-emption rights shall be for the
purpose of expanding the circle of owners, acquire or render possible the
acquisition of working capital, increase liquidity in the share, carry out
corporate acquisitions, or acquire or render possible the acquisition of capital
for corporate acquisitions. In conjunction with resolutions regarding share
issues with a deviation from the shareholders’ pre-emption rights, the
subscription price shall be on market terms at the time of the adoption of the
issue resolution.

Decisions according to this item shall only be valid if supported by
shareholders holding at least two-thirds of the votes casted as well as the
shares represented at the meeting.

Resolution on authorization of the CEO to make adjustments of the decisions
(item 15)

The Board of Directors proposes that the AGM authorizes the CEO or the person
appointed by him, to make minor adjustments and clarifications to the decisions
taken by the AGM to the extent necessary for the registration of the decisions.

Other information
When this notice to attend the AGM was issued, the total number of shares and
votes in the company was 32 412 003.

Annual report, Auditor’s report, complete proposals and supporting documents
will be available at the company and on the company’s website
www.hansamedical.com, during a period of not less than three weeks prior to the
AGM. Copies of the documents will be sent upon request to any shareholder
stating his postal address. Upon request by any shareholder, the Board of
Directors and the CEO shall at the AGM provide information regarding any
circumstance which may affect the assessment of a matter on the agenda and any
circumstance which may affect the assessment of the company’s or any
subsidiary’s financial position, provided that such information in the opinion
of the Board of Directors and the CEO may be given without causing significant
harm to the company, or any subsidiary. The duty to provide information shall
apply also to the company’s relationship to other group companies.

NOTE: This is an unofficial translation of the original notice, which is in
Swedish. In case of discrepancies, the Swedish version shall prevail.

Lund, May 2015

Hansa Medical AB (publ)

The Board of Directors

The information in this press release is disclosed pursuant to the Securities
Markets Act or the Financial Instruments Trading Act. The information was
released for public disclosure on May 4, 2015 at 14.00 CET.
For further information, please contact:
Hansa Medical AB
Göran Arvidson, CEO and CFO
Mobile: 46 706-33 30 42
E-mail: goran.arvidson@hansamedical.com
www.hansamedical.com
About Hansa Medical AB
Hansa Medical is a biopharmaceutical company focused
on novel immunomodulatory enzymes. Lead project IdeS is an antibody-degrading
enzyme in clinical development, with potential use in transplantation and rare
autoimmune diseases. Other projects include HBP (a market introduced diagnostic
marker for severe sepsis) and EndoS (an antibody-modulating bacterial enzyme in
pre-clinical development). The company is based in Lund, Sweden. Hansa Medical's
share (HMED) is listed on Nasdaq First North in Stockholm with Remium Nordic AB
as Certified Adviser.