Active Biotech : Active Biotech - Notice of Annual General Meeting of Shareholders

    Active Biotech : Active Biotech - 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 Wednesday, May 15,
2013, 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, 2013

ACTIVE BIOTECH AB (PUBL)

THE BOARD OF DIRECTORS

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, 
tasquinimod for  prostate cancer  and ANYARA  primarily for  the treatment  of 
renal cell cancer.  In addition,  laquinimod is  in Phase  II development  for 
Crohn's and Lupus.  The company also  has one additional  project in  clinical 
development, the orally  administered compound 57-57  for Systemic  Sclerosis. 
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 required under the Financial Instruments Trading Act to make
the information in this press release public. The information was submitted
for publication at 08:30 a.m. CET on April 11, 2013.

_________________________________________________

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders of Active Biotech AB (publ) are hereby invited to the  Annual 
General Meeting of shareholders to be held on Wednesday, May 15, 2013, at 5 pm
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  Wednesday, 
May 8, 2013, and (ii) notify the Company of their intention to participate  in 
the Meeting not later than Wednesday, May 8, 2013.

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  on Wednesday,  May  8,  2013. 
Accordingly, shareholders must  inform the  trustee of this  request in  ample 
time prior to this date.

There are  a total  of 74,923,582  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 to 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 that so
request.

PROPOSED AGENDA

1.Opening of the Meeting
    
2.Election of Chairman of the Meeting
    
3.Preparation and approval of the voting list
    
4.Election of one or two persons to verify the minutes
    
5.Approval of the agenda for the Meeting
    
6.Determination of whether the Meeting has been duly convened
    

     a.Presentation of the Annual Report and the Auditors' Report, and the
         Consolidated Accounts and the Auditors' Report for the Group
         

7.CEO's account of operations
    

     a.Resolution concerning the adoption of the Income Statement and the
         Balance Sheet, and the Consolidated Income Statement and the
         Consolidated Balance Sheet
         
     b.Resolution concerning the disposition of the Company's results
         pursuant to the adopted Balance Sheet
         

8.Resolution on discharge from liability of the members of the Board of
    Directors and the CEO
    

     a.Determination of the number of members and deputy members of the
         Board of Directors and the number of auditors and deputy auditors
         

9.Determination of fees payable to the Board of Directors and auditors
    
10.Election of the Board of Directors, Chairman of the Board and auditors
    
11.Resolution concerning Election Committee
    
12.The Board of Director's proposal regarding guidelines for remuneration of
    senior executives
    
13.The Board of Director's proposal regarding share issue authorization
    
14.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),  Tomas Billing (Nordstjernan)  and Martin  Bjäringer 
(representing own holdings and Hajskäret Invest), proposes the following:

Chairman of the Meeting: Attorney at law Peter Oscarsson.

Number of members and  deputy members of the  Board of Directors: six  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, Magnhild  Sandberg-Wollheim, 
Peter Sjöstrand, Peter Hofvenstam  and Peter Thelin and  new election of  Rolf 
Kiessling. The  Board  members  Mef  Nilbert  and  Klas  Kärre  have  declined 
re-election due to that Mef Nilbert during the year has been appointed Head of
Regionalt Cancercentrum, Region Skåne and  that Klas Kärre has been  appointed 
Chairman of the Swedish Cancer  Society Research board. These appointments  do 
not allow external Board assignments.

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

Number of auditors and deputy auditors: one auditor with no deputies.

Fees payable to the auditor: in  accordance with approved invoices within  the 
scope of the tender.

Auditors: re-election of KPMG AB.

Rolf Kiessling, born  1948, is  a professor  of experimental  oncology at  the 
department for oncology-pathology at Karolinska Institutet in Stockholm.  Rolf 
Kiessling took  his medical  degree  from Karolinska  Institutet in  1974  and 
completed his doctoral thesis in 1976. He was appointed Professor in 1994,  in 
combination  with  an  employment  as  chief  physician  at  Radiumhemmet   in 
Stockholm. Rolf  Kiessling has  received the  Anders Jahre  medical award  for 
younger researchers  from  the  University  of  Oslo  in  1985  and  the  Erik 
Fehrnström award  from  Lund University  in  1989  for the  discovery  of  the 
NK-cell. He has been  the main supervisor of  some twenty doctoral  candidates 
and now leads a research group at Cancercentrum Karolinska focusing on  immune 
therapy  of  cancer.  Rolf  Kiessling  holds  no  shares  or  other  financial 
instruments in Active Biotech.

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  2013, 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 the  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 seven 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.

                             ___________________

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 2013

              The Board of Directors of Active Biotech AB (publ)


Active Biotech - Notice of Annual General Meeting of Shareholders

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Source: Active Biotech via Thomson Reuters ONE
HUG#1692008
 
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