Invitation to an Extraordinary General Meeting July 10


Invitation to an Extraordinary General Meeting July 10

Shareholders of Morphic Technologies AB (publ) are hereby invited to attend an
extraordinary general meeting of the company on Thursday July 10, 2008 to be
held in  the Stallet Conference Hall, Bofors Hotell, 691 80 Karlskoga, Sweden.

Entitlement to attend
To be entitled to participate in the meeting, shareholders must be registered in
the transcript of the register of shareholders issued by VPC AB on July 4, 2008
and notify the company of their intention to attend by post to Morphic
Technologies, Gammelbackavägen 6, 691 51 Karlskoga, Sweden, or by e-mail to
stamma@morphic.se. The notification must state the shareholder's name,
personal/organization number, telephone number and the names of any assistants
and must be received by the company no later than July 4, 2008.

A shareholder can be represented by an agent under a power of attorney.
Shareholders whose shares are registered in the name of a nominee must
temporarily have their shares reregistered in their own name. Such registration
of voting rights must be completed by July 4, 2008. To ensure that the process
is completed in time, shareholders should contact their nominees to request
registration of their voting rights in good time before the meeting. 
Proposed agenda
It is proposed that the shareholders transact the following business:
1.	Open the meeting
2.	Elect a chairman for the meeting
3.	Draw up and approve the electoral register
4.	Approve the agenda
5.	Elect one or more persons to check the minutes of the meeting
6.	Determine whether the meeting has been duly convened
7.	Decide on a proposal authorizing the Board to decide on the issue of new
shares with pre-emption rights for existing shareholders (“rights issue”)
8.	Decide on a proposal authorizing the Board to decide on the issue of new
shares paid by offset
9. 	Conclude the meeting

The Board's proposal for authorizations to decide on the issue of new shares
Morphic Technologies AB (“Morphic”) has concluded an agreement to acquire 80 per
cent of the shares of ScanWind AS. For the purpose, inter alia, of funding the
acquisition of ScanWind AS and to enable continued aggressive wind power
ventures, the Board of Directors proposes that the EGM authorize the Board to
decide, during the period up to the next Annual General Meeting, on the issue of
new shares with pre-emption rights for existing shareholders (“rights issue”),
whereby holders of shares of series A will have the right to 
subscribe for new A shares and holders of shares of series B will have the right
to subscribe for new B shares. Shares may also be subscribed for using
subsidiary pre-emption rights, in accordance with the company's Articles of
Association. 

The rights issue will be underwritten through subscription commitments made by
existing shareholders and through underwriting agreements. Under the agreements,
the underwriting fees will be paid in cash or by offset in the form of new
shares issued in lieu of cash payment. The Board therefore proposes that the EGM
authorize the Board to decide, on one or several occasions prior to the next
AGM, on the issue of new B shares without pre-emption rights for existing
shareholders to be used in lieu of cash payment. The authorization may only be
used for payment of underwriting fees. The number of new shares issued in lieu
of cash payment under the authorization is dependent on how large a share of the
rights issue will be underwritten and the number of underwriters that choose
this alternative. Based on underwriting fees of 4.5 percent of the underwritten
amount and assuming that the underwriters choose to receive their full fees in
the form of shares, an amount of SEK 4.5 million would be paid for in the form
of approximately 400,000 series B shares (based on the current market price of
about SEK 11) for each one hundred million SEK of the underwritten amount. The
shares offered in lieu of cash payment of underwriting fees will be issued in
immediate connection with the rights issue. The price of the new shares paid by
offset of underwriting fees will be based on the current share price at the time
of paying the fees.
The number of shares in Morphic is 163,872,022, of which 5,984,000 are of series
A and 157,888,022 of series B.

Other
A complete version of the Board of Directors' proposals for decisions will be
available from the company (address and telephone as stated above) and on the
company's website, www.morphic.se, and sent to those shareholders requesting
this. 


Karlskoga, June 2008
MORPHIC TECHNOLOGIES AB (publ)

The Board of Directors


Morphic Technologies is a Swedish industrial company that offers energy systems
based on renewable electricity production and low-resource technology for
production of components in large series. Business is carried out in Sweden
(Karlskoga, Filipstad, Kristinehamn and Gothenburg), and in Japan, Greece, Italy
and Switzerland. Since March 2008 the company's 'B' shares have been listed on
OMX Nordiska Börs Stockholm. Further information on the company can be found at
www.morphic.se.

Attachments

06242264.pdf