Proposal from the Nominating Committee - Karo Bio

LEGAL#5267723v2
Karo Bio AB’s nomination committee’s proposal before the annual general
meeting 2011.
Election of chairman of the meeting (item 2 on the agenda)
The nomination committee proposes chairman of the board Bo Håkansson as chairman
of the meeting.
Resolution as to the number of board members and deputy board members (item
12 on the agenda)
The nomination committee proposes that the board of directors consists of six board
members and no deputy board members.
Resolution of the remuneration to the board of directors and auditor (item 13 on
the agenda)
The nomination committee proposes that the remuneration for the board of directors is
unchanged per member but expanded as regards to the proposed increased number of
members as follows:
Chairman of the board SEK 495 000
Five board members SEK 180 000 each
Chairman of the audit committee SEK 30 000
Other members of the audit committee
Chairman of the compensation committee
Other members of the compensation committee
Remuneration to the auditor as per approved invoice.
SEK 20 000 each
SEK 20 000
SEK 15 000 each
Election of board members and chairman of the board (items 14 and 15 on the
agenda)
The nomination committee proposes re-election of the board members Bo Håkansson,
Johan Kördel, and Birgit Stattin Norinder and election of Arne Ferstad, Jan Sandström
and Meg Tivéus as new board members.
Bo Håkansson is proposed to be elected as chairman of the board.
Election of auditor (item 16 on the agenda)
The nomination committee proposes re-election of the company’s auditor
PricewaterhouseCoopers, until the end of the annual general meeting 2012.
Resolution on nomination committee regarding annual general meeting 2012 (item
17 on the agenda)
The nomination committee proposes that the annual general meeting elects the members
of the nomination committee for the annual general meeting 2012, that shareholders
with substantial shareholdings are represented and that the chairman of the board is a
member of the same. The nomination committee therefore proposes that Adam Bruce,

Thomas Josefsson, Mikael Lönn and the chairman of the board are appointed to the
nomination committee for the annual general meeting 2012. The nomination committee
shall appoint a chairman among themselves, where the chairman of the board shall not
be the chairman of the committee.
If it, as a result of ownership changes, is deemed appropriate, the nomination committee
shall invite additional shareholders to the committee, however, the total number of
members shall not exceed six. Should a member of the nominating committee leave the
committee before its work is completed, and if the committee deems it appropriate, the
nominating committee shall request the same shareholder, or if this shareholder is no
longer one of the major shareholders, the next largest shareholder to appoint a
substitute. Any such changes will be announced on the Company’s website.
The nominating committee shall prepare proposals to be presented at the annual general
meeting 2012 for resolution as regards chairman of the general meeting, number of
board members and deputy members, remuneration to the board and auditor, election of
chairman of the board, other members of the board and auditor and appointment of and
instructions for a nominating committee.
The term of office of the nominating committee runs until a new nominating committee
has been appointed in accordance with the resolution on appointment of the nominating
committee by the annual general meeting 2012.
The nominating committee shall not receive remuneration, but shall, to the extent it
considers necessary, have the right on the account of the Company to utilize reasonable
resources, such as external consultants.
The nomination committee’s reasoned opinion regarding the proposed board of
directors
The nomination committee has based its proposal on, among other things, the chairman
of the board’s statement regarding the Company’s business, objectives and strategies.
The nomination committee has thoroughly discussed the requirements of qualifications,
experience and background that is demanded regarding the board of directors in Karo
Bio, having regarded the Company’s strategic development, governance and control.
The committee has studied an evaluation of the board’s work and working
arrangements.
It is the nomination committee’s assessment that the Company is in a phase consisting
of both opportunities and challenges, and that the work of the board of directors during
the coming year will require considerably time and commitment from a well qualified
board. The nomination committee believes that the proposed board of directors, with
consideration taken to the Company’s business, phase of development and other
pertinent circumstances, has an appropriate composition to meet its needs. The number
of women in the board’s proposal is two out of six members.
When assessing the proposed directors’ independence, the committee has found that its
proposal for board members of Karo Bio AB fulfils the requirement of independence
that are set forth in the Swedish Code of Corporate Governance. None of the proposed
board members is considered to be dependent in relation to the Company, its
management or largest shareholders.

Information regarding the proposed directors
Bo Håkansson (1946)
Elected 2009, chairman of the board since 2010.
Education: Degree in Economics and Business Administration and Med Dr H.c., Lund
University.
Primary experience: Self employed since 1970. Positions as CEO, board member or
chairman in different listed companies since 1986, including Wihlborg Fastigheter AB,
Active Biotech AB, Midelfart Sonesson AB and ACAP Invest AB. Founder of Hansa
Medical AB, Active Biotech AB and ACAP Invest AB.
Other assignments: Chairman of the board in Exini Diagnostics AB and Hansa Medical
AB. Board member in Farstorp Invest AB, Farstorps Gård AB and POC Sweden AB.
Deputy board member in Cartela R&D AB.
Shares in Karo Bio: 11 949 531 (own and wife’s holdings)
Independent in relation to the Company, its management and largest shareholders.
Johan Kördel (1962)
Elected 2009.
Education: Associate Professor in Physical Chemistry at Lund University, Scripps
Research Institute, San Diego, as well as Harvard Medical School Boston.
Primary experience: Worked as investment director at Lundbeckfond Ventures. Worked
for Pharmacia in 1992-2000 with research and development, including responsibility for
the project portfolio regarding metabolic diseases. Co-founder of Biovitrum AB in 2001
and in their management with responsibility for research from 2001 until 2003, and its
commercial development from 2004 until 2006. Consultant in pharmaceutical research
and business development from 2006 until 2010.
Other assignments: Board member in EQL Pharma AB and Syntaxin Ltd. Chairman of
the board and president of his own consulting company, Chori Pars AB.
Shares in Karo Bio: 33 335
Independent in relation to the Company, its management and largest shareholders.
Birgit Stattin Norinder (1948)
London, Great Britain
Elected 2007.
Education: M.Sc.Pharm.
Primary experience: Long experience from leading positions within research and
development in several international pharmaceutical companies. Former CEO and
chairman of the board in Prolifix Ltd. Long experience from board work, primarily in
biotechnology companies.
Other assignments: Wingfirm AB (deputy board member).
Shares in Karo Bio: none
Independent in relation to the Company, its management and largest shareholders.
Arne Ferstad (1950)
Brussels, Belgium
Education: Market economy and management
Primary experience: More than 30 years of experience in international senior
management positions in several pharmaceutical, biotechnology and medical device
companies. Previously, among other things, business manager and vice president of

Kabi Pharmacia Nutrition and division director of Baxter (Asia and EMEA). President
and owner of Ankor Consultants, Brussels.
Other assignments: NeuroVive AB (publ), AroCell AB (publ) and Aggancio Research
AB
Shares in Karo Bio: none
Independent in relation to the Company, its management and largest shareholders.
Jan Sandström (1938)
Education: Pharmacist
Primary experience: 38 years at AstraZeneca within marketing, project management and
director of business development and licensing in one of the research companies, board
member for 12 years in the Swedish Shareholders’ Association.
Other assignments: Accelerator AB, GrippingHeart AB, NovaSAID AB, PledPharma
AB, TikoMed AB and JNS Consulting AB (chairman of the board)
Shares in Karo Bio: none
Independent in relation to the Company, its management and largest shareholders.
Meg Tivéus (1943)
Education: M.Sc. in Economics and Business, studies in medicine, psychology and
sociology.
Primary experience: Division manager NK, Åhlens, Holmen, vice president Posten,
president Svenska Spel.
Other assignments: Arkitektkopia AB (chairman of the board), Folktandvården i
Stockholm AB (chairman of the board), Swedish Match AB, Cloetta AB, Nordea
Fonder AB, Apoteket Pharmaci AB, Paynova AB
Shares in Karo Bio: none
Independent in relation to the Company, its management and largest shareholders.
The nomination committee has consisted of
Bengt Belfrage, appointed by Nordea Fonder, chairman of the nomination committee
Adam Bruce, appointed by Carlbergssjön AB
Bo Håkansson, chairman of the board
Thomas Josefsson, appointed by Borås Postorder AB
Mikael Lönn, representing his own and his family’s holdings