Active Biotech — AGM Information 2012

Apr 11, 2012

PRESS RELEASE

Notice of Annual General Meeting of Shareholders

The Board of Directors of Active Biotech AB (publ) has issued a notice to the Annual General Meeting, which is to take place at 5 p.m. on Thursday, May 10, 2012, at Edison Park, Emdalavägen 16 in Lund, Sweden.

Please see the attached notification, which is being announced within short in Svenska Dagbladet and Post- och Inrikes Tidningar.

Lund, April 11, 2012

ACTIVE BIOTECH AB (PUBL)

THE BOARD OF DIRECTORS

About Active Biotech

Active Biotech AB (NASDAQ OMX NORDIC:ACTI) is a biotechnology company with focus on autoimmune/inflammatory diseases and cancer. Projects in pivotal phase are laquinimod, an orally administered small molecule with unique immunomodulatory properties for the treatment of multiple sclerosis, TASQ for prostate cancer and ANYARA for use in cancer targeted therapy, primarily of renal cell cancer. In addition, laquinimod is in Phase II development for Crohn's and Lupus. Further projects in clinical development comprise the two orally administered compounds, 57- 57 for Systemic Sclerosis as well as RhuDex® for RA. Please visit www.activebiotech.com for more information.

Active Biotech AB (Corp. Reg. No. 556223-9227) Box 724, SE-220 07 Lund Tel: +46 46 19 20 00 Fax: +46 46 19 11 00

Active Biotech is obligated to publish the information contained in this press release in accordance with the Swedish Securities Market Act. This information was provided to the media for publication on April 11, 2012, at 8:30 a.m.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders in Active Biotech AB (publ) are hereby invited to the Annual General Meeting of shareholders to be held on Thursday, May 10, 2012, at 5 p.m. at Edison Park, Emdalavägen 16 in Lund, Sweden.

ENTITLEMENT TO PARTICIPATE

Shareholders who wish to participate in the Meeting must (i) be recorded in the register of shareholders maintained by Euroclear Sweden AB on Friday, May 4, 2012, and (ii), notify the Company of their intention to participate in the Meeting not later than Monday, May 7, 2012.

Shareholders who have trustee-registered their shares must temporarily re-register the shares in their own name to be entitled to participate in the Meeting. Such registration must be completed not later than Friday, May 4, 2012. Accordingly, shareholders must inform the trustee of this request in ample time prior to this date.

At the time of issuance of this notice, there are a total of 68,923,582 shares and votes in Active Biotech. The Company holds no treasury shares.

NOTICE OF PARTICIPATION

Notice of participation in the Meeting can be made in writing to Active Biotech AB (publ), Attn: Susanne Jönsson, P.O. Box 724, SE-220 07 Lund, Sweden, by fax +46 (0)46-19 20 50, by telephone +46 (0)46-19 20 00 or by e-mail susanne.jonsson@activebiotech.com. The notice shall include name, personal/corporate identity number, number of shares held, daytime telephone number and, if applicable, the number of advisors (not more than two) that will accompany the shareholder at the Meeting.

Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document shall be appended. The original power of attorney and, where applicable, the certificate should be submitted to the Company at the address indicated above well in advance of the Meeting. Proxy forms are provided at the Company's website, www.activebiotech.com, and sent to shareholders on request.

PROPOSED AGENDA

• 1. Opening of the Meeting
• 1. Election of Chairman of the Meeting
• 1. Preparation and approval of the voting list
• 1. Election of one or two persons to verify the minutes
• 1. Approval of the agenda for the Meeting
• 1. Determination of whether the Meeting has been duly convened
• 1. Presentation of the Annual Report and the Auditors' Report, and the Consolidated Accounts and the Auditors' Report for the Group
• 1. CEO's account of operations
• 1. Resolution concerning the adoption of the Income Statement and the Balance Sheet, and the Consolidated Income Statement and the Consolidated Balance Sheet
• 1. Resolution concerning the disposition of the Company's profits or losses pursuant to the adopted Balance Sheet
• 1. Resolution on discharge from liability of the members of the Board of Directors and the CEO
• 1. Determination of the number of members and deputy members of the Board of Directors
• 1. Determination of fees payable to the Board of Directors
• 1. Election of the Board of Directors and Chairman of the Board
• 1. Resolution concerning Election Committee
• 1. The Board of Director's proposal regarding guidelines for remuneration of senior executives
• 1. The Board of Director's proposal regarding share issue authorization
• 1. Close

PROPOSED RESOLUTIONS

Disposition of the Company's profits or losses (item 10)

The Board proposes that no dividend be paid and that the Company's accumulated loss be carried forward.

Board of Directors, etc. (items 2, 12, 13 and 14)

The Election Committee, comprising Mats Arnhög (Chairman of the Board), Johnny Sommarlund (MGA Holding AB), Tomas Billing (Nordstjernan AB) and Eggert Mörling (East Bay AB), proposes the following:

Chairman of the Meeting: Attorney at law Peter Oscarsson.

Number of members and deputy members of the Board of Directors: seven members with no deputies.

Fees payable to the Board of Directors: unchanged at SEK 250,000 to the Chairman of the Board and SEK 125,000 to each of the other Board members who are not employees of the Company. The fee payable to a member of the Board of Directors may, if agreed with Active Biotech, be invoiced through a company, whereby the invoiced fee shall be adjusted in order to obtain cost neutrality for Active Biotech.

Board of Directors: re-election of Mats Arnhög, Klas Kärre, Magnhild Sandberg-Wollheim, Mef Nilbert, Peter Sjöstrand, Peter Hofvenstam and Peter Thelin.

Chairman of the Board: re-election of Mats Arnhög.

Election Committee (item 15)

The Election Committee proposes that the Meeting assign the Chairman of the Board the task of convening an Election Committee, based on the ownership structure at the end of September 2012, comprising the Chairman of the Board and one representative of each of the three largest shareholders in the Company. The Election Committee shall remain in place until the following Election Committee has been appointed. If a member of the Election Committee no longer represents one of the three largest shareholders in the Company, the Election Committee is entitled to dismiss the member. In the event that a member of the Election Committee resigns or is dismissed, the Election Committee may appoint another representative of the major shareholders to replace such a member. The Election Committee shall perform its duties in accordance with the stipulations for Election Committees stated in the Code of Corporate Governance.

Guidelines for remuneration of senior executives (item 16)

The Board proposes guidelines principally entailing that the Company shall offer total remuneration on market terms, facilitating the recruitment and retention of competent senior executives. Remuneration of senior executives may comprise fixed salary, any variable salary, pensions and other benefits. The fixed salary shall take into consideration the individual's area of responsibility and experience. The variable salary shall, where applicable, depend on the individual's fulfillment of quantitative and qualitative goals. Pension benefits shall comprise defined-contribution schemes. For senior executives covered by the ITP plan, pension premiums shall correspond to the stipulations in the ITP plan. For other senior executives, pension premiums shall not exceed 25 percent of the fixed salary. The guidelines correspond in all material respects to the principles applied to date.

Share issue authorization (item 17)

The Board proposes that the Meeting resolve to grant authorization to the Board, for a period that does not extend past the date of the next Annual General Meeting, on one or several occasions, with or without pre-emptive rights for shareholders, to resolve on the issue of new shares and/or convertibles. It should also be possible to make such an issue resolution stipulating in-kind payment, the right to offset debt or other conditions. The authorization may not be utilized to a greater extent than would enable a total of not more than six million shares to be issued and/or arise through the conversion of convertibles issued with the support of the authorization. The purpose of the authorization is to enable the financing, commercialization and development of the Company's projects and to provide flexibility in commercial negotiations relating to partnerships.

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DOCUMENTATION, ETC.

The Annual Report and other supporting resolution documentation will be available at the Company's premises at Scheelevägen 22 in Lund, Sweden, and on the Company's website, www.activebiotech.com, not later than three weeks prior to the Meeting. The documents will be sent to shareholders who request a copy and specify their postal address. Shareholders are reminded of their right to request information under Chapter 7, Section 32 of the Swedish Companies Act.

Lund, April 2012 Board of Directors of Active Biotech AB (publ)