NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting (“AGM”) in Aerocrine AB (publ) will be held on Monday
May 12, 2014, 5.00 p.m. CET at the company’s headquarters at Råsundavägen 18 in
Solna, Sweden.
Right to attend and notice of attendance

Shareholders who wish to attend the AGM must be recorded in the share register
maintained by Euroclear Sweden AB on Tuesday May 6, 2014 and notify the company
of their intention to attend by no later than Tuesday May 6, 2014, preferably
before 3.00 p.m. CET. Notice of attendance is made in writing to Aerocrine AB,
P.O. Box 1024, 171 21 Solna, Sweden, or by phone +46-8-629 07 80, or by e-mail
info@aerocrine.com. The notice of attendance shall include name, personal or
corporate ID number, address and phone number. The same dates, addresses, etc.
apply for notifying the company of any accompanying advisors. Powers of
attorneys, certificates of incorporation and other documents of authorization
must be presented at the AGM, but can preferably be sent to the company in
connection with the notice of attendance. Power of attorneys must be presented
in original and shall not be older than one year, provided that the power of
attorney does not state a longer period of validity (maximum 5 years). A proxy
form is available on the company’s website, www.aerocrine.se, and may also be
ordered from the company at the above address.

Shareholders whose shares are registered in the name of a nominee must, in order
to be entitled to attend the AGM, request that the nominee re-register their
shares in the name of the shareholder, so that the shareholder is recorded in
the share register on Tuesday May 6, 2014. Such registration may be temporary.

Proposed agenda

 1.
Opening of the Meeting

 2.
Election of the Chairman of the Meeting

 3.
Preparation and approval of the voting list

 4.
Approval of the agenda

 5.
Election of one or two persons approving the minutes

 6.
Determination of whether the Meeting has been duly convened

 7.
Presentation of the annual report and the auditors’ report, the consolidated
accounts and the auditors’ report on the consolidated accounts as well as the
auditors’ statement on whether the guidelines for remuneration to senior
management, effective from the most recent AGM, has been complied with

 8.
Presentations by the Chairman of the Board and the CEO

 9.
Resolutions with respect to

 1.
adoption of the income statement and the balance sheet, the consolidated income
statement and the consolidated balance sheet

 2.
appropriation of the company’s profit or loss in accordance with the approved
balance sheet

 3.
discharge from liability towards the company for the Board members and the CEO

 1.
Resolution on the number of Board members

 2.
Resolution on fees payable to the Board

 3.
The Nomination Committee’s proposal for resolution on:

(a)   the adoption of a Board member share plan

(b)   the issuance and approval of transfer of warrants

 4.
Election of Board members and the Chairman of the Board

 5.
Resolution on instructions for the Nomination Committee

 6.
Resolution on guidelines for determination of salary and other remuneration to
senior management

 7.
Resolution on authorization for the Board of Directors to resolve on new share
issues and to issue convertible bonds and warrants

 8.
Closing of the Meeting

The Board of Directors’ resolution proposals

Appropriation of the company’s profit or loss in accordance with the approved
balance sheet (item 9 b)

The Board of Directors and the CEO propose that no dividend is paid and that the
year’s loss be carried forward.

Guidelines for determination of salary and other remuneration to senior
management (item 19)

The Board of Directors proposes that the AGM resolves on guidelines for
determination of salary and other remuneration to the CEO and other members of
the senior management, principally entailing the following. Remuneration to the
senior management shall consist of fixed salary, variable salary, other benefits
and pension benefits. The aggregate remuneration shall be in line with market
conditions and be competitive as well as related to position, performance,
responsibility and authority. The variable salary shall consist of bonus and be
based on predetermined and well defined objectives. The variable salary shall
have a cap and never exceed the fixed salary, nor shall it entitle to pension
benefits. In case cash variable salary has been paid on the basis of information
which later proves to be manifestly misstated, Aerocrine should be assured
possibility to reclaim such remuneration. Dismissal and severance pay shall in
aggregate not exceed twelve months for the executives. Employment agreements
should not include provisions on severance pay. Pension benefits shall either be
benefit- or contribution-defined, or a combination thereof. In addition, share
-based or share price-based incentive programs may be resolved upon from time to
time. Consultant fees in line with prevailing market conditions may be payable
insofar as any Board member performs work on behalf of the company, in addition
to the Board work. The Board of Directors shall be entitled to deviate from the
guidelines, provided that there are particular reasons for such deviation in an
individual case.

Authorization for the Board of Directors to resolve on new share issues and to
issue convertible bonds and warrants (item 16)

The Board of Directors proposes that the AGM authorizes the Board to resolve –
at one or several occasions and for the time period until the next AGM – to
increase the company’s share capital by new share issues and to issue warrants
and convertible bonds, to the extent that it corresponds to a dilution of not
more than 10 percent of the number of shares outstanding at the time of this
notice, after full exercise of the hereby proposed authorization. New share
issues, as well as issues of warrants and convertible bonds, may be made with or
without deviation from the shareholders’ preferential rights and with or without
provisions for contribution in kind, set-off or other conditions. Pursuant to
Chapter 16 of the Swedish Companies Act, the Board of Directors may not by
virtue of this authorization resolve on issues to Board members in group
companies, employees, etc. The purpose of the authorization is to increase the
financial flexibility of the company and the acting scope of the Board. Should
the Board of Directors resolve on an issue with deviation from the shareholder’s
preferential rights, the reason shall be to enable external raising of capital
(through new owners of strategic importance for the company or otherwise) for
the financing of the company’s business, commercialization and development of
the company’s products and intellectual property rights and/or acquisitions of
other companies or businesses. Upon such deviation from the shareholders’
preferential rights, the basis for the issue price shall be market conditions.

Majority requirements

A valid resolution on authorization requires that the proposal be approved by
shareholders representing at least two-thirds of both the votes cast as well as
the shares represented at the AGM.

The Nomination Committee’s proposals

The Nomination Committee in respect of the 2014 AGM consists of its chairman
Ulrik Spork (Novo A/S), Staffan Josephsson (Investor), Björn Odlander
(HealthCap), Ulrica Slåne (Tredje AP-fonden) and Rolf Classon (Chairman of the
Board). Rolf Classon has not participated in the preparation of the proposals
under item 12. The Nomination Committee proposes the following.

Chairman of the Meeting (item 2): Chairman of the board of directors, Rolf
Classon.

Number of Board members (item 10): Seven Board members, with no deputy members.

Fees payable to Board members elected by the Meeting (item 11): To the Chairman
of the Board: SEK 250,000; to each of the other Board members: SEK 75,000. To
members of committees: The chairman of the Audit Committee: SEK 25,000; to each
of the other members of the Audit Committee: SEK 12,500; to the chairman of the
Remuneration Committee: SEK 25,000; to each of the other members of the
Remuneration Committee: SEK 12,500. In addition and part of the Board
remuneration, the Nomination Committee proposes that the AGM resolves to adopt a
Board member share plan under which each Board member who is independent in
relation to Aerocrine and its executive management as well as the company’s
major shareholders also (i) shall receive additional remuneration corresponding
to SEK 250,000 to the Chairman and SEK 75,000 to other Board members in the form
of so-called Board shares, and (ii) may elect to receive up to SEK 75,000 of the
above-mentioned cash Board fee in the form of additional Board shares. See
separate proposal under item 12.

Resolution on (A) the adoption of a Board member share plan, and (B) the
issuance and approval of transfer of warrants (item 12)

Background and reasons

The Nomination Committee proposes that the AGM as part of the Board remuneration
resolves to adopt a Board member share plan (“SAP 2014”) for Board members
elected by the General Meeting who are independent in relation to Aerocrine and
its executive management as well as the company’s major shareholders. SAP 2014
includes Board shares (options to acquire shares in Aerocrine) (“Board Shares”)
and hedging measures created through the issuance and approval of transfer of
warrants. The purpose of the proposed plan is to enable Aerocrine to attract,
motivate and retain Board members, to increase the Board members’ interest in
Aerocrine and its financial development and to offer them a financial interest
in Aerocrine comparable to the one of shareholders. The proposed terms and
conditions correspond to those applicable to the Board member share plan that
was approved by the 2013 AGM.

(A) Adoption of Board member share plan 2014

In addition to the cash Board fee that the 2014 AGM resolves upon, each Board
member who participates in SAP 2014 shall receive remuneration through the grant
of a number of Board Shares that in value correspond to SEK 250,000 to the
Chairman and SEK 75,000 to each other participant. In addition, each participant
may elect to receive up to SEK 75,000 of the cash Board fee that the 2014 AGM
resolves upon in the form of a number of additional Board Shares that in value
correspond to the amount thus selected by the participant. The number of Board
Shares granted to participants shall be based on the volume-weighted average
price paid (VWAP) for the Aerocrine share on NASDAQ OMX Stockholm during the
five (5) trading days immediately following the AGM on May 12, 2014, less the
quota value of the share (SEK 0.50). The grant of Board Shares shall, however,
be made with a maximum number that is based on the VWAP on May 12, 2014.

Vesting of Board Shares will take place over a period of 12 months, with one
-fourth at a time. Each vested Board Share shall entitle to the acquisition of
one (1) share in Aerocrine at an exercise price corresponding to the quota value
of the share from time to time. Board members that, due to tax or other reasons,
cannot receive shares upon exercise may be offered cash settlement.

Exercise of Board Shares shall be allowed in connection with Aerocrine’s
publication of year-end reports and ordinary interim reports over a period
starting on the day when the Board Shares have vested and ending on May 31,
2024. Exercise of Board Shares shall require that the participant is still a
Board member. Upon the termination of the Board assignment, specific rules on
exercise shall apply. Board Shares shall not be considered as securities and
shall not be transferable. For United States tax purposes, Board Shares shall be
treated as restricted stock.

(B) Issuance and approval of transfer of warrants

Issuance of warrants of series 2014/2024

In order to enable the delivery of shares and otherwise safeguard the
fulfillment of Aerocrine’s obligations under SAP 2014, the Nomination Committee
proposes that the AGM resolves to issue warrants on the following terms and
conditions.

Not more than 150,000 warrants shall be issued, whereby Aerocrine’s share
capital may increase by not more than SEK 75,000. The warrants shall, with
deviation from the shareholders’ preferential rights, be subscribed for by the
wholly-owned subsidiary Aerocrine ESOP AB. Subscription for warrants shall be
made not later than September 30, 2014. The warrants shall be issued free of
charge. Each warrant shall entitle the holder to subscribe for one new share in
Aerocrine at a subscription price corresponding to the quota value of the share
from time to time (currently SEK 0.50). The warrants may be exercised from the
time of registration with the Swedish Companies Registration Office until June
30, 2024. Shares issued upon exercise of warrants shall entitle to any dividend
the first time on the record date for dividend occurring next after the
registration of the shares with the Swedish Companies Registration Office. The
warrants shall be subject to customary re-calculation provisions. The reason for
the deviation from the shareholders’ preferential rights is that the issuance
constitutes a part of the implementation of SAP 2014.

Approval of transfer of warrants

The Nomination Committee proposes that the AGM resolves to approve that
Aerocrine ESOP AB may transfer the warrants of series 2014/2024 to Board members
under SAP 2014, and otherwise may dispose of the warrants to safeguard the
fulfillment of Aerocrine’s obligations under SAP 2014.

Estimated costs, dilution and majority requirements

The maximum cost over the income statement for the proposed plan has been
calculated at approximately SEK 831,000, excluding social security costs. SAP
2014 is expected to incur social security costs on Aerocrine for the
participants in the plan.

SAP 2014 includes the issuance of not more than 150,000 warrants. If the
warrants are exercised in full, the number of shares will increase with 150,000,
corresponding to a dilution of approximately 0.097% of the number of shares and
votes in Aerocrine. SAP 2014, together with previously issued warrants, may
result in a dilution of in total not more than approximately 6.92% of the number
of shares and votes in Aerocrine.

The Nomination Committee’s proposals under Sections (A) and (B) above constitute
a package since they are interdependent. It is therefore proposed that the AGM
resolves on the proposals under Sections (A) and (B) through one single
resolution, subject to majority requirements in Chapter 16, section 8 of the
Swedish Companies Act. This means that the resolution must be supported by
shareholders representing at least nine-tenths of both the votes cast and the
shares represented at the AGM.

Board members and Chairman of the Board (item 13): Re-election of Rolf Classon,
Thomas Eklund, Lars Gustafsson, Dennis Kane and Staffan Lindstrand. Election of
Michael Shalmi and Maria Strømme. Chairman of the Board: Re-election of Rolf
Classon.

Scott Beardsley and Anders Williamsson have declined re-election. Michael Shalmi
(born 1965, MD from University of Copenhagen, Executive MBA from Scandinavian
International Management Institute) is Senior Partner at Novo Growth Equity
(Novo A/S) since 2009. Other assignments include Board member of Orexo AB.
Michael Shalmi has before his current position as Senior Partner inter alia 14
years of experience from various leading positions within Novo Nordisk. Maria
Strømme (born 1970) is Professor in Nanotechnology and Functional Materials at
Ångströmlaboratoriet. Maria Strømme has inter alia been part of the Research
Committee (Sw. Forskningsberedningen) as an advisor to the Ministry of Research
and Education (Sw. Forsknings och Utbildningsdepartementet). She is the founder
of several start-up companies based on own inventions and has had Board
assignments in inter alia Svenska Rymdaktiebolaget and Miljöstrategiska
Forskningsstiftelsen. Other assignments include Board member in Biolin
Scientific Holding, Swednanotech, Uppsala University (konsistoriet) and in her
own companies Disruptive Materials and BactInact. Maria Strømme is member of The
Royal Swedish Academy of Engineering Sciences (IVA) and the Royal Swedish
Academy of Sciences (KVA).

Instructions for the Nomination Committee (item 14): The Nomination Committee
shall consist of representatives from the four largest shareholders by voting
powers (grouped by owner) and the Chairman of the Board, whom shall also convene
the Nomination Committee for its first meeting. The Nomination Committee will
thereafter elect its chairman, whom may not be the Chairman of the Board. Should
a member resign from the Nomination Committee before its work is finalized, an
alternate member may, if the Nomination Committee finds it suitable, represent
the same shareholder or, if such shareholder is no longer one of the larger
shareholders, the next following qualified shareholder. Should the ownership
otherwise materially change before the work of the Nomination Committee is
finalized, alterations may, if the Nomination Committee so decides, be made in
the composition of the Nomination Committee in a way deemed appropriate by the
Nomination Committee. The composition of the Nomination Committee in respect of
the 2015 AGM shall be based on the share register maintained by Euroclear Sweden
AB as per August 31, 2014. Information on the Nomination Committee’s composition
shall be published on the company’s web page immediately following the
appointment of the Nomination Committee, however by no later than six months
prior to the AGM. The members of the Nomination Committee shall not be
remunerated. Any expenses in conjunction with the Nomination Committee’s work
shall be borne by the company. The mandate of the Nomination Committee shall
last until the next Nomination Committee’s composition is made public.

Documents etc.

Financial reports, audit reports and auditor statement as well as the Board of
Directors’ complete proposals in accordance with the above, and the Nomination
Committee’s complete proposal under item 12 above, will be available at the
company and on the company’s website, www.aerocrine.se, by no later than April
17, 2014, and will also be sent upon request to shareholders who provide their
postal address. The documents will also be available at the AGM.

Upon request by a shareholder and where the Board of Directors believes that it
can be done without significant harm to the company, the Board and the CEO shall
at the AGM provide information on circumstances which may affect the assessment
of a matter on the agenda, circumstances which may affect the assessment of the
company’s or a subsidiary’s financial situation and the company’s relation to
other group companies.

There are 155,059,538 shares and votes in the company as at the issuance of this
notice.

Solna in April 2014

Aerocrine AB (publ)
The Board of Directors