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Annual Report 2008

(2)

2 2008

Business events in 2008 ... 4

Genovis in brief ... 5

Goals and strategy ... 5

Interview with the CEO ...6

Genovis’ nanotechnology products ... 9

Market ... 11

Employees ... 13

We are employed by Genovis ... 14

The share ... 16

Board of Directors ... 18

Group management and auditor ... 20

Corporate governance report ... 21

Formal Annual Report Administration Report ... 25

Financial statement ... 31

Notes ... 36

Audit Report ... 52

Financial calendar

Annual General Meeting ... June 2, 2009 Interim report ... August 20, 2009 Interim report, September ... October 8, 2009

Annual Report 2008

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2008 3

Genovis’ business concept is to develop, produce and market innovative tech- nologies based on unique nanostructures that can facilitate, enable and accelerate new discoveries in the hands of researcher within the global Life Science industry.

Genovis’ Business Concept

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Business Events in 2008

Feb. 7 Genovis decides to carry out a new share issue to expand marketing and sales channels. The proceeds of the share issue will be used to build sales channels in Europe, North America and key Asian markets, as well as to finance marketing and product launches in 2008.

Feb. 26 Genovis launches new product - NIMT®FabRICATOR kit, which cleaves and isolates pure Fab fragments in 30 minutes. The launch of the new Genovis product provides a new method that is both better and faster than any other method available on the market today.

March 6 Genovis enters into distribution agreement with Nordic Biolabs for the Swedish and Danish market.

March 11 Genovis enters into distribution agreement with DI Biotech for the Korean market.

May 29 Genovis carries out conversion to one class of shares and issues 187,000 warrants for subscription by the CEO and other employees on equal terms.

May 30 Genovis enters into distribution agreement with Stratech Scientific Ltd. for the English and Irish market.

June 23 Genovis enters into collaboration with Japanese company Magnabeat Inc.

June 30 Genovis enters into distribution agreement with Spanish Teknokroma for the Spanish and Portuguese market.

Sept. 29 Genovis enters into distribution agreement with Dutch Biolegio for the Dutch and German market.

Oct. 14 Genovis launches two new Antibody Engineering products: IgGZERO™ and FcDOCKER™. The launch provides the market with two novel methods to facilitate production, analysis and modification of antibodies. With the two novel products Genovis strengthens and expands its product portfolio within Antibody Engineering, a rapidly growing market.

Oct. 21 Genovis enters into distribution agreement with Innovative Biotech Pte Ltd in Singapore.

Nov. 14 Genovis was granted a position for an industry-based doctoral student by the Swedish Research Council, which means one more person dedicated to working with animal model studies in which Genovis nanostructures serve as contrast media. The project is a collaborative effort with the Department of Radio physics at Lund University Hospital.

Nov. 21 Genovis Board resolves to carry out a new share issue to execute the plan for the Company’s business development and to further develop the intangible value with medical imaging and delivery.

Business Events in 2008

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Genovis in Brief

The Group consists of Genovis AB and the subsidiary Genovis Inc. in the United States.

Genovis designs and produces nanostructures for researchers in pharmaceutical companies, biotech companies and the academic research community.

Genovis is represented by distributors in thirteen countries on three continents.

Genovis has a collaboration agreement with the Japanese company Magnabeat Inc. for evaluation of potential new product concepts. In research and develop- ment, Genovis is working on two in vivo/imaging projects in cooperation with Lund University.

Genovis has been listed on First North, part of the Nordic Exchange OMX, since 2006.

At the end of 2008 Genovis had 10 employees.

Genovis’ net sales for 2008 totalled SEK thousands 380.

Goals and Strategy

Overarching goals

Offer a new delivery system for biopharmaceuticals with minimal adverse effects using Genovis’ magnetic nanostructures based on NIMT® technology.

Launch Genovis’ magnetic nanostructures as multifunctional contrast media for medical imaging, including for combinations of MRI, CT, SCAN, SPECT, fluorescence and ultrasound.

2009 Goals

• Convert experience in delivering siRNA to cells in a laboratory environment to delivering siRNA in vivo.

• Introduce specially designed nanostructures according to a custom-made model.

• Increase sales on those markets that currently have distributors.

• Generate the first revenues through OEM agreements or licensing agreements for one or more product families. During Q4 2008 Genovis began working on selling the protein portfolio and expects the process to be completed during the second quarter of 2009.

Strategy

• Genovis will constantly strive to achieve a more efficient internal organization, which when combined with partners, distribution chains and a global network, will enable it to flexibly achieve its goals for 2009.

• Genovis will maintain a strong and innovative product development program focused on products that strengthen the customer’s business model.

Genovis in Brief

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Interview with the CEO

What is Genovis’ core business?

Genovis’ core business can briefly be described as the design and production of nanostructures that can be used as research tools, contrast media and for drug delivery.

What makes Genovis unique?

We are unique in many ways, though most of all for our design and production of nanostructures that can be used for various Life Science applications. We can offer structures that are stable in all biological fluids, which over the past eight years have been developed so they are neither toxic nor do they disrupt the life cycle of living cells. Our value proposition is therefore well tested compared with that of other nano particle producers. In addition, we have built the contrast media function and the delivery function into a single basic structure that is less than 50 nanometres in size, which provides a unique opportunity to follow a pharmaceutical substance by MRI to ensure that the right quantity of medication reaches the right site. This process makes it possible to monitor and regulate drug dosage with the best effect for the patient. In addition to the actual nanostructures, we can also offer our customers all the knowledge we’ve accumulated over the years.

Can you describe the design and production process?

In principle, nanomaterials can be produced in two ways. In miniaturization (top-down), a large material is broken down into smaller fragments until only nanometer-sized component pieces remain. In the reverse process (bottom-up), a new material is built up, one atom or molecule at a time, using chemical, electrical or physical forces.

Genovis uses the bottom-up approach: first we build a core of iron oxide of about 10 nanometres, to which other molecules are added, layer by layer, until a final size of 25 to 120 nanometres. This method of producing nanostructures is challeng- ing, in part because the properties of the material differ from how the same material behaves in our natural environment, and in part because what we produce is so small. One major advantage of producing nanostructures is that large production volumes of the end product fit into relatively small production facilities, which means that Genovis can cover the world’s total need for nanostructures without moving to premises larger than our current laboratories.

Who uses Genovis’ nanostructures?

Genovis’ nanostructures are used by researchers at pharmaceutical companies, biotech companies, and in the academic research community. Customers use Nanostructures as tools for various purposes; for example, they may study biological molecules such as new genes (DNA molecules) and RNA molecules, or develop new cancer drugs using stem cells. Genovis’

nanostructures also work well as contrast media and customers are already using the particles to track stem cells by MRI.

We intend to develop this business area more in 2009. Today Genovis is working on two in vivo/imaging projects in cooperation with Lund University. One project involves development of nanostructures for use in diagnostics (medical imaging) of extremely small tumours that can rapidly occur in lymph glands among patients with breast cancer. The project recently received funds from the Swedish Research Council to finance an industrial doctoral student for four years. The other project involves nanoparticles as carriers of small molecules to cells in the brain.

Genovis acquired patent rights to a group of proteins in 2007 – what happened with this project in 2008?

Even when we acquired the proteins, we intended to build up an attractive protein portfolio in order to sell it or for out- licensing. In 2008 we developed three unique products in our protein portfolio. FabRICATOR® Kit cleaves and isolates pure Fab fragments in 30 minutes with perfect final results – unlike current methods, which can take as much as twenty-four hours to achieve the same results. IgGZERO™ is a unique protein that can wash away antibody molecules from primary

Interview with the CEO

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cells and specifically cleave the sugar molecules that naturally exist on antibodies.

FcDOCKER™ binds specifically to the antibody. This protein is very useful in the antibody production process. Both FcDOCKER™ and IgGZERO™ were discovered by a research group at Lund University and in 2008 we had the opportunity, together with the researchers, to apply for patent protection and commercialize the results.

In 2008 we introduced the products at scientific conferences and received a favourable response from both the pharmaceutical industry and academia. The market launch was a step in the process to be able to present an attractive customer base. The protein portfolio is now ready to be sold. Introductory negotiations are underway with several parties that have shown great interest and the sales process initiated in 2008 is expected to be complete during the Q2 2009.

What will happen in 2009?

Obviously the overall objective is for Genovis to improve its business model to achieve a substantial increase in sales.

With respect to products in the pipeline, our objective in 2009 is to convert our collective experience from delivering siRNA to cells in a laboratory environment to delivering siRNA in vivo, such as for delivery of our nanostructures. By doing so we will pave the way for a new business area. This project will probably mainly be an R&D project in 2009. The RNAi market, including siRNA, is a relatively immature market, which in 2006 amounted to about USD 447 million worldwide with an annual growth rate of about 19%. Intensive research is also underway involving the use of RNAi as a medication; this mar- ket is expected to reach USD 580 million in the United States in 2012.

We will also focus on the contrast media business area and have the goal of generating the first revenues for these products during the year. Customers will have the opportunity to order specially designed nanostructures based on a custom-made model, where we offer a unique service rather than selling a final product from a standard assortment to different customers.

What has been your greatest challenge during the year?

It has been frustrating that the sales pace has not picked up as quickly as I’d hoped. Building relationships with customers and distributors under a new and completely unknown brand was tougher than I had expected. We have to learn from our experience; Genovis has to develop an effective business model appropriate for the products and customers, even if it feels like we’re going against wind in the middle of the current financial crisis. Another constant challenge is to ensure that we can finance high-priority projects in the pipeline, which is crucial for innovative companies under development. I see Genovis as a company that is now beginning to generate revenues, though it is still a development company; in some ways, it’s like being caught between two worlds. This is a challenge which I hope we can turn to our advantage in the near term by generating revenues both from end customers and from new research-driven assignments.

What are you most proud of with respect to developments at Genovis in 2008?

There is much to be proud of. The first images that come to mind as I look back at the year are the meetings with customers

and researchers all over the world who use our products. And the fact that our shareholders helped out by making sure that

Genovis could finance the most important projects was extremely important. Another event, which I believe will be crucial

to Genovis in the future, was the realization that we had developed a nano particle which could meet the demands placed

on contrast media. And none of this would have happened without my fabulous colleagues, who continuously grow in their

roles, creatively solving one challenge after the other; I am actually extremely proud of these Genovis employees.

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Computed tomography (CT): Also known as computer aided tomogra- phy (CAT), uses ordinary x-rays. Bone tissue is clearly visualized, while soft tissues are more difficult to see.

Magnetic resonance imaging (MRI) or magnetic resonance tomography: Uses radio waves to induce resonance in magnetic molecules (like small rotating gyroscopes) in a strong magnetic field. By making the magnetic fields nonhomogeneous, the resonance frequency varies in different places in the body, which is the basis of the imaging process.

Single-photon-emission tomography (SPECT): Uses x-rays and is very similar to traditional x-ray technology, but is capable of delivering a three-dimensional image.

Positron emission tomography (PET): Measures the distribution of a radioactive substance within an organ after the substance (e.g., radioactive water) has first been injected into an artery.

Ultrasound: Sound with a wavelength less than 17 millimeters; in other words, a frequency greater than 20 kHz. Ultrasound is a frequently used diagnostic technique in medicine, for example in pregnant women and for examinations of the heart and vessels.

Imaging Technologies

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9

NIMT ® F eOlab el NIMT ® FeOfection

Genovis’ Nanotechnology Products

Genovis’ Nanotechnology Products

• Nanoparticles (NIMT

®

) for:

Medical imaging (early experiments), FeOdot and FeOlabel.

Transfection (nanostructures that may be used as small carriers in order to deliver different molecules to cells) FeOfection|

YELLOW

and FeOfection|

PURPLE

.

• Proteins for:

Antibody fragmentation and antibody modification. The Company’ intends to sell or out-license the protein portfolio in 2009.

All products are marketed by distributors and by the Company under its own management. The competitors mainly comprise producers of nanoparticles for life science products.

Nanotechnology may contribute to major advances in two medical disciplines

• diagnostics (imaging): for example through improvements in contrast media.

• treatment (delivery): primarily through the creation of carriers able to deliver the drug directly to the site in the body where it is needed.

Diagnostics - Treatment

Medical imaging is in many cases essential to make a diagnosis and provide treat- ment. Not many medical discoveries have had as great an impact on humankind as the x-ray. This fact was acknowledged by the Nobel Foundation, which in 1901 awarded the first Nobel Prize in medicine to Conrad Röntgen. Today tech- nologies such as computed tomography have largely assumed the role previously held by traditional radiography; ultrasound and magnetic resonance imaging can also be used to examine different parts of the body. Genovis’ nanostructures can be used as contrast media. Contrast is a substance introduced into a body prior to examination by medical imaging, so that a specific part of the body or a specific organ will be seen more prominently.

On the treatment front, drug delivery and targeting therapy can be mentioned.

Genovis’ nanostructures offer a unique advantage when dealing with siRNA- based drugs, allowing the doctor to follow the injected substance using technology such as MRI to ensure that the right dose reaches the right place and to allow follow-up of the patient and possible dose adjustment. Genovis constantly strives for improvement in this field and has chosen to dedicate further resources to nanostructures to achieve a better effect, while avoiding damage to the often highly sensitive target cells.

Both diagnosis and treatment using nanostructures are under development and

together comprise to a business area now known as nanobiomedicine. To date

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10

NI MT ® F eOlab el NIMT ® FeOfection

Genovis’ Nanotechnology Products

cancer research has played the dominant role in the field of nanobiomedicine.

One reason that cancer research has achieved such significant advances is the pronounced difference between cancer cells and healthy cells, which makes them easy to identify and appropriate for targeted treatment. Imagine a future where malignant tumours can be successfully treated long before they cause harm and without injury to other parts of the body. This is the ultimate goal: to design nanoparticles that can be injected into the body like small target-seeking robots, while carrying drugs capable of killing specific cells such as those transforming into cancer cells.

Using nanotechnology, researchers have been able to locate human malignant tumours introduced into mice, before the tumours were large enough to be visible on MRI. Since early detection greatly improves treatment effectiveness, this finding may be extremely important, especially in the case of malignant melanoma, which begins as a curable change in cells and subsequently develops into an aggressive and fatal disease. For now the new nanotechniques are in early phase and are being tested in various animal models, though several will soon be tested in humans. In recent times researchers have also made significant progress in other areas of research, using nanoscience as one of their most important tools.

Genovis is currently working on two in vivo/imaging projects in cooperation with Lund University. One project involves development of nanostructures for use in diagnostics (medical imaging) of extremely small tumours that can rapidly occur in lymph glands among patients with breast cancer. The other project involves nanoparticles as carriers of small molecules to cells in the brain. Several projects are in start-up phase and Genovis plans to use data from these projects to begin marketing the new particles for animal model studies in 2009.

Nanotechnology Imaging Physical Exam, Symtoms

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Market

120 100

Value (US$ millions)

80 60 40 20

2006 2007 2008 2009 2010 2011 2012

Year

CONGLOMERATE FOOD AEROSPACE & DEFENCE PHARMACEUTICALS

& HEALTHCARE

AUTOMOTIVE CHEMICALS

Nanotechnology opens up new areas for health care and hopes are running high for the potential of this technology to achieve improved health. Expectations that nano- science and nanotechnology will create new applications and innovations are a major driving force behind demand for the products that Genovis develops and markets.

Research reports show that the use of nanotechnology in drug development and health care will increase markedly over the next five-year period

1

.The three key areas where the technology is expected to have the greatest impact are delivery, diagnostics and monitoring/imaging

2

.

The nanostructures of Genovis have applications in numerous technology areas and a comprehensive assessment of the market potential means assessing a variety of markets. There are in principle three well-defined markets of primary interest to the company.

• Genovis has already commenced to address the market for transfection tech- niques/reagents, for which the current turnover of products is estimated at USD 500 million. Genovis offers products with the potential to compete one of three segments of this market, representing 40% of the total market.

• The Medical Imaging market can be divided into three segments. Genovis will first hand address the preclinical market segment in the period 2009-2011, which is a segment estimated to reach USD 300 million in 2011 which of contrast media will make up USD 120 million. In 2008 Genovis started the introduction of its first products in this area and during 2009 a number of products will be launched. The introduction of novel nano structures as con- tract agents opens up new avenues in a market which is forecast to grow ap- prox. 30% in the 5-10 years to come.

• The third market Genovis has decided to address is the therapeutic use of RNA interference. This product group is currently under development and is part of the Genovis R&D portfolio and a logical further development of existing products. The market for therapeutic use of siRNA is early stage, and some 20 projects have entered the clinical phase. Small biologic molecules such as siR- NA molecules require completely new methods for drug formulation. For this product group Genovis has the aim to provide nano structures in which are combined the advantages of imaging and novel drug formulation. The nano structures will deliver the therapeutic agent to its predefined target in the body, while the physician is able to follow dose distribution and therapeutic effect using various imaging methods. The therapeutic siRNA market is relatively immature and the very first products are expected to be launched next year.

Already by 2015 this market is estimated to reach the USD 1 billion level, and Genovis estimates that the drug delivery share of this market is between 10 and 20 per cent.

Sources: Business Insight, Frost &Sullivan och Strategic Directions International 2006

Market

1. Nanotechnology, 2007 Business Insights 2. (Salamance-Buentello F, Persad, Dl, Court

EB et al, (2005) Nanotechnology and the

developing world. PLoS Med 2 (5): e97)

Development of the nanotechnology market

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Employees

Employees

The knowledge base represented in Genovis is highly competitive and all employees are provided the opportunity for continuing education; 20 percent of employees have PhDs. Gender equality is integral to our daily operations and the Company also strives to facilitate the integration of career with parental responsibilities and to offer both men and women the same opportunities for parental leave.

On December 31, 2008, the Group had ten employees, including ten at the Parent Company and no employees in the United States, compared with eleven people at the Parent Company and one in the United States during the same period last year. The Chairman of the Board of Genovis Inc. is paid a consulting fee when working on projects.

Occupational health and safety

Research places high demands on the work environment and safety is therefore of the utmost importance for laboratory operations. Occupational health and safety are integrated into the daily routine. A risk assessment is conducted prior to laboratory projects and procedures are in place for high-risk work. The Company continuously strives to reduce environmental risks. In addition the Company carries out safety rounds, as well as regular inspections of the ventilation system, safety ventilation and other technical equipment. Occupational health and safety policies at Genovis comply with the requirements of the Swedish Work Environ- ment Act to achieve a good workplace environment. A good work environment provides job satisfaction while stimulating efficiency and continuous growth, and should be viewed by employees as being natural, on a par with other workplace issues. All activities should be geared to promoting health.

Fitness and health

All employees have access to a doctor, nurse and physical therapist and are offered physical examinations every other year. The Company provides lunch and snack facilities in a common area.

The Company complies with all recommendations of The National Swedish Tax Board with respect to taxable benefits.

Warrant Program

The Company issued 187,000 warrants for subscription by the CEO and other employees on equal terms. The warrants may be exercised for subscription of shares between February 28, 2012 and May 31, 2012. When all warrants are fully exercised the company’s share capital will increase by a total of SEK 74,800 through the issue of 187,000 shares, each with a par value of SEK 0.40. If the warrants are fully exercised the new shares will constitute 1.7% of capital and votes.

Age distribution

0 1 2 3 4

40-50 50-65

30-40 -30

Men Women 0 2 4 6 8 10

2006 2007 2008

2005 2004

Sweden USA

Average number of employees

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What Genovis Employees Think

“My business card says ‘product specialist,’ but sometimes I get to do other things, too.”

I started by doing my degree project at Genovis in the spring of 2004. After that I was lucky enough to stay on, and I’m really happy about that. During the degree project and afterwards I spent much of my time working on producing and modifying the nanoparticles on which Genovis is based. After a while the work shifted more toward cells and experi- ments on cells with our particles. That’s been my primary duty most of my time at Genovis. But Genovis is a small company and that means you get to wear many different hats. Now my duties include receiving orders, taking care of customer and distributor questions, packing products, sending products, updating the website, ensuring that protocols and other documents for customers are updated. I’m project manager for one in vivo project and I also work on product develop- ment.

Sylvia Koivunen, Product specialist

“At Genovis you have to be flexible and step in where extra resources are needed, which means trying new things and facing new challenges.”

Working at a small company like Genovis is both fun and stimulating. It’s been particularly exciting to be part of the process when a small R&D company redirects its focus to become a sales company with its own products and production. You gain insight into all aspects of the company, from running the company, finding financial backers and increasing sales to research & development in the lab.

Of course daily tasks involve plenty of lab work, with all that this entails, such as re- search, planning and evaluation of results and documentation. I test our particles for transfection, especially siRNA delivery. The body consists of a host of different types of cells depending on tissue, organ, etc. Different cells have differing affinities for uptake of foreign matter; we say that they are easy or difficult to transfect. In the cell lab we test our particles on many different cell lines and formulate protocols to achieve the highest pos- sible transfection efficiency.

Dr. Malin Mejàre, Research coordinator

We are employed by Genovis

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“I truly believe that nothing is more fun than working on opti- mizing our products; it makes all the years I spent in the class- room and my student loans worthwhile.”

My job involves optimizing our products and answering questions, like how quickly something happens, how long the effect can be noted, or does doing one thing or an- other make things better or worse. This means that I test the new product and compare it with the equivalent product that we currently have on the market, so that we can con- sistently maintain the same high level of quality for the products we sell.

It is essential to keep track of how many cells we have and what experiments are planned over the next few weeks so materials are always available for our work. Currently we work with seven different types of cells (cell lines). I mainly work with research and develop- ment of Genovis products for transfection of DNA and siRNA and I’m responsible for functional testing of products when new batches are made.

Pontus Kjellman, Product specialist and research assistant

“Working at Genovis is fun and stimulating.”

I’ve worked at Genovis since 2001 and over the years I’ve had a variety of duties. For the past six months I’ve been working with production and production development of Genovis’

particles and I’m responsible for QA of the particle prod- ucts. I’m also involved in developing new products. Being involved and transforming an idea into a product is ex- tremely satisfying. Having worked at the company for so many years and being part of the process of driving it forward is also rewarding.

Hanna-Karin Toftevall, Product specialist

“For the next few years I see my primary task as identifying new business opportunities and creat- ing the alliances we need to be able to develop and make money on new products”

I have been employed by large, medium and small enterprises in the medical industry, and it is definitely most stimulating to work in a small company. We are 10 employees at Genovis, and I feel that how to manage the lack of both time and resources is a fine art - that’s the charm of a small company. You could also say that each and every one of the 10 of us is needed.

Our products have high technology content; this is what we learn from our customers.

It’s also a fact that the home market for our products is very small. We could never sur- vive by only selling in Sweden; right from the start we have to sell in the larger European countries, the United States and Japan in order to achieve volume and, most important, references to provide us with additional customers. This means that my job, establishing distribution channels on selected markets, is a top priority.

Karl Branzén, Business Development Manager

What Genovis Employees Think

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The Share

The Share

Capital stock development

Transaction

Increase in capital stock

Increase in Class A shares

Increase in Class B shares Increase in shares

Total number of shares

Capital stock SEK

Share’s par value, SEK Issue price Year

Capital stock in Genovis AB (publ) on December 31, 2008, was SEK 4,354,493.20 made up of a total of 10,886,233 shares, with a par value of SEK 0.40. All shares carry equal rights to a part of the company’s assets and profit. Cash dividends are paid through Euroclear Sweden AB (formerly VPC AB). To date, Genovis has not paid any dividend. Each share in the company carries one (1) vote at the shareholders’ meeting. Each owner of shares in the company is entitled to vote for the full amount of such shares at a shareholders’ meeting, without any voting limitation.

Outstanding warrants

The Annual General Meeting on April 17, 2008, resolved to establish an incentive program for the Company’s employees. According to this resolution the Company issued 187,000 warrants, each of which entitled the holder to subscribe for one new share in the Company at an issue price equivalent to SEK 17.40. The CEO and other employees subscribed to the warrants on equal terms The warrants may be exercised for subscription of shares between February 28, 2012 and May 31, 2012. This means that if the warrants are fully exercised the new shares will constitute 1.7 percent of outstanding shares.

Dividend policy

To date Genovis has not paid any dividend.

1999 Formation of the company 100,000 1,000,000 0 1,000,000 100,000 0.1

2000 New issue 25,600 0 256,000 1,256,000 125,600 0.1 4.8

2001 Stock dividend 376,800 0 0 1,256,000 502,400 0.4

2001 Stock convert -200,000 200,000 1,256,000 502,400 0.4

2001 New issue 125,456 0 313,640 1,569,640 627,856 0.4 9.5

2002 New issue 99,100 0 247,750 1,817,390 726,956 0.4 11

2003 New issue 74,400 0 186,000 2,003,390 801,356 0.4 11

2005 New issue 360,000 0 900,000 2,903,390 1,161,356 0.4 6

2006 New issue 1,161,060 0 2,902,650 5,806,040 2,322,416 0.4 3.5

2006 New issue 1,161,179 0 2,902,947 8,708,987 3,483,595 0.4 7

2008 Stock convert -4,000 4,000 8,708,987 3,483,595 0.4

2008 New issue 870,898.40 0 2,177,246 10,886,233 4,354,493.20 0.4 7

2008 Stock convert -796,000 -10,090,233 10,886,233 10,886,233 4,354,493.20 0.4

2009 New issue 1,272,093.20 3,180,233 14,066,466 5,626,586.40 0.4 3

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The Share

Class sizes Ownership

On December 31, 2008 Genovis had a total of 1,633 stockholders. Major stock- holders as of December 31, 2008 are presented in the following table.

Name Shares Warrants Votes %

Bo Håkansson and company 3,303,200 30.34

Sarah Fredriksson 848,900 20,000 7.8

Åke Svensson 204,500 1.88

Torbjörn Fridh 192,219 1.77

Nordnet Luxembourg 192,150 1.77

Hans Göran Arlock and company 178,125 1.64

Nicklas Johansson 176,175 1.62

Nordnet Pensionsförsäkring AB 133,842 1.23

Didrik Hamilton and company 127,200 1.17

Hexiron AB 125,000 1.15

Other 5,384,922 158,000 49.63

Total 10,866,233 178,000 100

Number of stockholders Number of shares Holdings (%)

1 - 1000 746 375,944 3.45

1001 - 5000 612 1,492,704 13.71

5001 - 20000 222 2,057,771 18.90

20001 - 100000 42 1,592,616 14.63

100001 - 11 5,367,198 49.30

Total 1,633 10,886,233 100

The Genovis Share - price trends and turnover

Genovis shares have been traded since September 14, 2006, on the First North stock exchange under the name GENO in trading blocks of 200 shares. Mangold Fondkommission is the Company’s Certified Adviser and liquidity guarantor.

The highest listed share price in 2008 was SEK 12.89. The market value of all listed Genovis shares on December 31, 2008, was about SEK 31 million.

Genovis

5

1.5 10

2006 2007 2008

1 000 2 000 3 000 4 000 5 000

© NASDAQ OMX 15

20 Shares OMX Stockholm_PI OMX Stockholm Pharma. Biotech&LifeS_PI

Shares traded 1,000s (incl. late entries)

Price trend

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Board of Directors

Hans Göran Arlock (b 1938)

Chairman of the board - MS in Business Administration and Economics Ordinary board member of Genovis since 2004. Management consultant, previously active as CEO of Securitas AB; also performs assignments for Teknopol, Teknik- brostiftelsen and TeknoSeed AB. Hans Göran Arlock has years of experience in management positions with Svenska Handelsbanken including as controller for Regionbanken för Södra Skåne and as a member of the management of foreign operations at Regionbanken. Chairman of the board of Promava AB. CEO of Arlock Consulting AB and Akita Center in Sweden AB. Board member of Farstorps Gård Förvaltnings AB, Exini Diagnostics AB (publ) and deputy board member of H-I-C -European Management Syndicate AB, Funke Consulting AB, Micardo Consulting AB, Univa AB, Pronano AB, Roy Stanfors Consulting AB and Maträtt and Gastronomi in Båstad AB.

• Holdings: 178,125 private and via companies.

Nicklas Gerhardsson (b 1965)

Board member – MS in Business Administration and Economics

Deputy board member of Genovis since 2001, ordinary board member since 2004. Partner at Fidens Partners AB. Previously CEO of Aimpoint AB. Has held various positions at Ericsson between 1995 and 2005 in product planning, product management and sales including head of product management in Japan and Sales Director of Ericsson Mobile Platforms in Lund. Has extensive experience of international sales and business development.

• Holdings: 74,625 shares via companies.

Bo Håkansson (b 1946)

Board member – MS in Business Administration and Economics, Med. dr. h.c.

Deputy board member of Genovis AB since 2006, ordinary board member since 2007. Self-employed since 1970. Positions such as CEO, board member and chairman of the board of various listed companies since 1986. Chairman of the board of Biolin AB (publ), Hansa Medical AB (publ) and Exini Diagnostics AB (publ) and chairman of the board of Farstorps Gård Förvaltnings AB, Farstorps Gård AB and POC AB.

• Holdings: 3,303,200 shares via companies.

Board of Directors

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Board of Directors

Name Title Year of birth Elected Number of shares

Hans Göran Arlock with companies Chairman 1938 2004 178,125

Bo Håkansson via companies Member 1946 2006 3,303,200

Nicklas Gerhardsson via companies Member 1965 2001 74,625

Carina Schmidt Member 1958 2008 0

Thomas Laurell Member 1961 2008 0

Thomas Laurell (b 1961)

Board member - Master of Engineering, PhD in Engineering

Member of the board of Genovis since 2008. Professor in Medical and Chemical Microsensors at Lund Institute of Technology. Thomas Laurell has more than 25 years of experience in research and development with focus on nanobiomedical and Lab-On-A-Chip technologies.

Member of the board in Picology AB, ISET AB, ScandiCandy AB and Scandi Fastighet AB.

• Holdings: None

Carina Schmidt (b 1958)

Board member - Master of Engineering Member of the board of Genovis since 2008.

CEO of Athera Biotechnologies a company within the Karolinska Development portfolio. She has experience from 25 years in industry, both as an employee and owner-manager mainly in business development, international marketing and product management within the Life Science area. Member of the investment committee, Innovationsbron Region Mitt and speaker at University of Umeå

“Entrepreneurship in Biotechnology”.

• Holdings: None

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Group Management and Auditor

Sarah Fredriksson (b 1968)

CEO

Sarah Fredriksson completed her post graduate education in 1999 with the oral defense of her doctoral dissertation at the Department of Applied Biochemistry, Lund University. Through her postgraduate studies and in part while studying engineering with a focus on biotechnology, Ms. Fredriksson has acquired extensive experience of laboratory work in the sector for which Genovis’ products are mainly intended. She has published several scientific articles and is the author of several patent applications.

• Holdings: 852,900 shares and 20,000 warrants.

Auditors

PriceWaterhouseCoopers AB Magnus Willfors

Authorized Public Accountant Head accountant

Holdings: None

Sofia Götmar-Blomstedt

Authorized Public Accountant Holdings: None

Fredrik Olsson (b 1971)

COO

Fredrik Olsson has an MS in Business Administration and Economics from the Faculty of Engineering at Lund University and since graduating in 2002 has been employed at Genovis AB.

• Holdings: 18,000 shares and 30,000 warrants

Terry Mollan

President Genovis Inc, USA

M.A. Industrial Distrubution, DePaul University, Chicago, USA. Founder and Senior Partner of Lehnen, Mollan & Associates with offices in Chicago and Rockford, USA as well Rotterdam in the Netherlands. Associate Professor of Marketing at DePaul University, Chicago, USA. Previous active as Executive Vice President, PerBio,Perstorp AB and Marketing Director at 3M Company. Previous board member at Klein Tools, Mexico; BonaKemi USA, Denver CO; Seymour of Sycamore, Sycamore, USA.

• Holdings: None

Group Management and Auditor

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Corporate Governance Report

Corporate Governance Report

Swedish Code of Corporate Governance

Genovis does not belong to the group of companies required to comply with the Swedish Code of Corporate Governance as of July 1, 2008. The Board of Directors intends to gradually become compliant with the code.

Shareholders’ Meeting

The 2009 Annual General Meeting will be held on June 2 in Lund. Shareholders who are listed in a printout of the shareholders’ register produced by Euroclear Sweden AB (for- merly VPC AB) on May 27, 2009, and have notified Genovis AB of their intention to attend the Annual General Meeting by May 27, 2009 at the latest are entitled to partici- pate in the Annual General Meeting. It is not possible to participate by teleconference. Share- holders who wish to vote at the meeting but who are not able to personally attend may designate an alternate by authorization in writing. Each qualified voter may vote for all owned and represented shares at the meeting without limitation on the number of votes.

The principle shareholders of Genovis are Farstorps Gård Förvaltnings AB and Sarah Fredriksson, whose holdings as of December 31, 2008, totalled 38.14 percent of capital and votes in the Company. A list of the largest shareholders can be found on page 17.

The agenda will appear in the summons which will be issued six weeks before the Annual General Meeting at the earliest and four weeks before the meeting at the latest. The general meeting will be held in Swedish. All board members and auditors will participate at the general meeting unless they are unable to attend.

Nomination Committee

At the 2008 Annual General Meeting, it was resolved that the election committee for the 2008 Annual General Meeting would be composed of representatives for the three share- holders having the most votes in the company at the beginning of the third quarter of 2008. If any of the three shareholders with the most votes declines to designate a repre- sentative to the Nomination Committee, the shareholder with the next largest amount of votes will be afforded the opportunity to designate such a representative. The CEO or others from the company management will not be members of the election committee, and the majority of Nomination Committee members will not be members of the Board of Directors. The chair of the Nomination Committee will be the shareholder who has the most shares in the company at the beginning of the third quarter of 2008, or his or her representative. It is the duty of the chair of the Nomination Committee to convene the Nomination Committee.

The Nomination Committee before the 2009 Annual General Meeting comprises: Bo Håkansson, Sarah Fredriksson represented by Ebba Åsly Fåhraeus and Nicklas Johansson.

Work of the Board of Directors

Genovis’ Board of Directors was composed to be able to effectively support and supervise

the work of company management. The members of the Board of Directors are elected

by the Annual General Meeting. During the year there were six directors until Nov. 11,

2008, when Thomas Svensson resigned from the board at his own request, after which

there were five directors. Other officers participate as needed during board meetings as

reporters or in administrative roles. The Board of Directors held 14 ordinary meetings

during the year. The Company auditor reports to the Board of Directors every year based

on an examination of accounts, and provides an assessment of internal controls. The

Company’s auditor participated at one board meeting during the year. The guidelines for

the work of the Board of Directors are based on the rules of procedure, which also regulate

the allocation of work between the Board of Directors, the Chairman of the Board and

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the CEO, whose powers are clarified in a special CEO briefing. The rules of procedure contain regulations for the number of ordinary Directors’ Meetings and which issues will be dealt with at the ordinary Directors’ Meetings. In addition to follow-up and reporting on ongoing business and profitability, the work of the Board has included questions of strategic development and direction, invest- ments in research and development as well as financial issues, among others.

At the annual meeting the Board of Directors will pro- pose the following remuneration guidelines for senior executives.

These guidelines are valid for employment agreements entered into after the guidelines are approved by the Annual General Meeting, and for amendments made afterward to existing employment agreements.

The basic principle is that remuneration and other terms of employment for the management and CEO will be competitive to ensure that Genovis AB can attract and retain senior executives.

Policy for fixed remuneration

The fixed remuneration to the management and the Chief Executive Officer should be competitive and be based on the individual areas of responsibility and performance.

Principles for variable compensation No one will receive variable compensation.

The Board will consider on a yearly basis whether or not to propose a share-related or market value-related incentive program to the Annual General Meeting. The Annual General Meeting makes the decision regarding such incentive programs.

Conditions for non-monetary benefits, pensions, termination and severance pay.

Pensions

Management and the CEO are entitled to a pension corresponding to the ITP plan.

Termination and severance pay

For management personnel and the CEO the notice period is 12 months for the Company and 6 months for the individual. In addition in certain cases, assuming that it is the Company that gave notice of termination, management and the CEO may the offered 12 months’ severance pay.

The Board of Directors may depart from these guidelines if there are particular reasons in an individual case.

Assuming that the Group maintains the current number of senior executives in 2009, the Company’s obligation to the senior executives and CEO is estimated to cost the Group a total of SEK 1,266,087.

Audit committee

Genovis does not have an audit committee; these issues are decided ultimately by the entire Board of Directors. An evaluation of the Board’s work has been performed in the form of a survey answered by Board members. The evaluation has served as a foundation for the work of the Nomination Committee.

Corporate Governance Report

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Executive team

The CEO is responsible for the company’s strategic and business development, and directs and coordinates daily operations. The CEO has a brief approved by the Board of Directors; this brief regulates the CEO’s tasks and duty to report to the Board. The CEO appoints managers of the operations areas and group functions.

The executive team consists of CEO Sarah Fredriksson, and COO Fredrik Olsson.

Executive meetings normally take place once a month and are led by the CEO.

Decisions are made at the meetings regarding matters pertaining to the entire Group, and mission-critical areas, strategies and business plans are followed up.

Internal control

The Board of Directors has the ultimate responsibility to implement an effective system for internal control and risk management at Genovis. The operations managers, at the direction of the CEO, are responsible for ensuring that risk management, management and control function according to the Board of Directors’ guidelines. Responsibilities and powers are defined at all units and levels in the brief concerning signatory authority. Operating units are fixed and documented flow-charts are available for all important processes. The Group has a reporting system that is used by the entire Group. The group of regulations described, together with laws and other external regulations, constitute the control environment and provide the basis for the Group’s internal control and risk management. Every year a detailed timeline is adopted for reporting on budget and results, including the executive team’s review of budget and results with the operating units. The budget process is conducted in the fall. At the beginning of each new quarter, a new updated quarterly forecast is drawn up. Every month the Board of Directors receives a written report about the company’s earnings and financial position. In addition, legal reporting is conducted every quarter.

Quarterly financial statements include more comprehensive reporting to the Board of Directors.

Compensation of the Board of Directors and senior ex- ecutives

Remuneration to the Board of Directors

Compensation for the Board of Directors amounts to SEK 80,000 to the Chairman of the Board, and SEK 50,000 to the remaining Board members who are not employed at Genovis. In light of the financial situation, the Board of Directors declined remuneration for fiscal 2008. No special pension costs have been paid out to the Board of Directors.

Compensation of senior executives

Sarah Fredriksson has an annual salary of SEK 696,000 and is entitled to a pension corresponding to the ITP plan. Her contract can be terminated with 12 months’

notice from the Company and 6 months’ notice from Sarah Fredriksson. In case of termination of the employment contract by the Company, Sara Fredriksson is entitled to severance pay corresponding to 12 months’ salary. In addition, the employment contract contains a non-compete clause.

Fredrik Olsson has an annual salary of SEK 564,000, and is entitled to a pension corresponding to the ITP plan. In case of termination by either the Company or Fredrik Olsson, the notice period is regulated according to the Employment Protection Act. The employment contract contains a non-compete clause.

Chris Wilkins, who resigned during the year, had an annual salary of SEK 1,170,000 as well as appropriate health and pension benefits for the industry.

Corporate Governance Report

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24

ADMINISTRA TION REPOR T ADMINISTRA TION REPOR T

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The Board of Directors and CEO of Genovis AB (publ), corporate identity number 556574-5345, based in Lund, hereby submits a report on the annual financial statement and group financial statement for the parent company and the Group for the fiscal year January 1, 2008 - December 31, 2008.

Operations

Genovis markets nanoparticles that are designed to handle different predetermined applications and procedures, and also provides particles directly as commissioned by the customer. Genovis delivers several products in two product areas, nano- structures and proteins. All products that Genovis launched are used by researchers at pharmaceutical companies, biotech companies or in the academic research community.

Genovis’ nanostructures

Genovis designs and produces nanostructures that can be used as small carriers to deliver various molecules to cells. Since its inception in 1999, the Company has developed nanostructures under the NIMT® (NanoInduced-MagneticTransfer) brand. The nanostructures and the technology that uses them have not mainly been developed to deliver cytotoxins, but to deliver biological molecules such as new genes (DNA molecules) and RNA molecules. RNA molecules are substances from the body that researchers currently use for purposes such as developing new cancer drugs. Genovis’ nanostructures also work well as contrast media. By offer- ing customers nanostructures that can be used as carriers of molecules such as siRNA, which can simultaneously be tracked by MRI, Genovis’ nanostructures have a unique competitive advantage.

Genovis’ proteins

Antibodies that can recognize a detail on the cell membrane are often used to create targeted medications and nanostructures. Sometimes only part of the anti- body can be used. Antibody Engineering involves fragmentation and dividing antibodies, and requires various tools. In the spring of 2007 Genovis had the opportunity to acquire the patent rights for such a tool. In 2008 the Company expanded this patent portfolio and now has four different products in Antibody Engineering in addition to the Company’s line of products of nanostructures.

Product launch

FabRICATOR

®

Kit

Genovis launched its new FabRICATOR®Kit, which is a combination of a unique enzyme and nanostructures that Genovis developed in-house. The FabRICATOR®Kit cleaves and isolates pure Fab fragments in 30 minutes with perfect final results - unlike current methods, which can take as much as twenty-four hours to achieve the same results. With the launch of the new Genovis product, the market has gained a new method that is both better and faster than any other method available on the market today.

IgGZERO™

This unique protein can specifically cleave sugar molecules that are found naturally on antibodies. Removing the sugar molecules can improve the performance of the antibody in various applications. IgGZERO™ can also help wash away antibody molecules from primary cells.

FcDOCKER™

This protein binds specifically to the antibody. It is very useful in the antibody production process. Using FcDOCKER™ entails a gentler production process than competing methods and offers great technical and economic advantages.

Administration Report

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Geographic markets and market strategy

Today Genovis sells products to dealers and distributors, who in turn conduct marketing campaigns in different regional markets. The distributors have a good understanding of the business opportunities for Genovis’ nanostructures in each region. The Company currently has distributors who cover twelve countries and are geographically scattered from North America across Europe and beyond to the Far East. Sales also take place to some extent directly to end customers in countries where Genovis does not have distributors.

Revenues are currently mainly generated from sales of nanoparticles and proteins as consumables, though they are also generated by consulting services combined with the sale of nanoparticles for applications that do not fall within Genovis’

standard line of products. One of the objectives for 2009 is to begin generating revenues through OEM sales or the sale of licenses, where either Genovis is responsible for production of nanostructures which are then sold under a partner’s brand, or the partner assumes responsibility even for this portion. In the latter case, revenues can involve both advance payment and royalties per unit sold. In both cases, the counterparty would be responsible for all marketing and sales and the Company has decided to work according to this model with a somewhat longer horizon. With respect to sales of custom-made particles mainly for in-vivo studies and imaging, the Company will continue to handle production and delivery to customers or resellers in the future.

Organization and personnel

Genovis’ Lund division is responsible for centrally coordinated functions in the business and finance areas, as well as production, research and development, marketing, customer support and sales support. The CEO and COO have overall responsibility for the group’s business. Genovis Inc. mainly focuses on strategic business development.

On December 31, 2008, the number of employees in the Group was ten, including ten at the Parent Company and no employees in the United States, compared with eleven people at the Parent Company and one in the United States during the same period last year. The Chairman of the Board of Genovis Inc. is paid a consulting fee when working on projects.

Research and development

Both research activity and product development are carried out in R&D to meet customers’ constantly increasing requirements for improved and more refined methods. Expenditures on research are expensed when they occur. The expenses begin to be accounted for as assets only when a project has been launched as a separate product.

Patents

Genovis’ nanostructures and their applications are described in several patent

applications. The first application has been approved in Australia and in the EU

and is being processed in several other countries. Follow-up patent applications

are undergoing international review. In May 2007 Genovis acquired intellectual

property rights for several proteins and applications in preclinical research, where

these proteins have unique competitive advantages. The protein patent portfolio

includes patents approved in the United States, selected European countries and

Japan. There are also patent applications in the final phase of the international

review process, which means that the Company’s patent portfolio will expand

significantly over the next few years. Genovis owns all patent rights to its technology

and products and has also registered several brands internationally.

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Events after the end of the period

Genovis concluded the issue carried out in January. Ultimately, the issue was 87.6% subscribed, of which about 82.2% was subscribed by existing stockholders, with preferential rights. The rest of the shares were subscribed without preferential rights within the frame of the highest amount of the issuing. The issue provides Genovis with about SEK 8.7 million after issue expenses. The number of shares increased from 10,886,233 to 14,066,466.

Genovis expanded its operations in the United States with the local distributor, Finnzymes Inc. Genovis reorganized and transferred all logistics and marketing activities in the United States to Finnzymes Inc.

Sales

Net sales during the year totalled SEK thousands 380 (256). Revenues were mainly generated through the Company’s own sales of nanoparticles and proteins.

Cash and cash equivalents and financial position

Cash and cash equivalents at yearend totalled SEK thousands 176. Equity at the end of the year amounted to SEK thousands 6,677. Liquidity in the Company is assessed to be adequate for Genovis’ operations in 2009, including continued investments in development of the extremely interesting applications for our nanoparticles which we have identified as priority areas. This assessment has taken into account the effects of the cost-cutting program we decided to carry out and the proceeds from the sale of the protein portfolio. The authorization we received at the extraordinary general meeting on December 17, 2008, to issue a maximum of an additional 5,443,116 shares, also provides us with further flexibility to increase liquidity as needed.

See Liquidity risk page 28

Investments

Investments tangible assets during the year amounted to SEK thousands 49, while investments in intangible assets totalled SEK thousands 1,010.

Profit/loss for the year

The loss before taxes for the twelve-month period was SEK thousands -27,149.

Environmental Information

The parent company reported a facility for type F operations (Safety level 1) for closed use of genetically modified microorganisms to the Swedish Work Environment Authority. An examination process relating to the Company’s operations in compliance with the Swedish Environmental Code has been initiated.

Genovis stock and ownership

The Genovis share is traded on First North, part of the OMX Nordic Exchange, under the short name GENO B in trading blocks of 200 shares Mangold Fond- kommission is the Company’s Certified Adviser and liquidity guarantor.

The number of shares at the beginning of the period was 8,708,987 and the

number of outstanding shares at yearend was 10,886,233. All shares have a par

value of SEK 0.40.

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Major shareholders December 31, 2008

Name Shares Warrents Holdings %

Bo Håkansson and company 3,303,200 30.34

Sarah Fredriksson 848,900 20,000 7.8

Åke Svensson 204,500 1.88

Torbjörn Fridh 192,219 1.77

Nordnet Luxemburg 192,150 1.77

Hans Göran Arlock and company 178,125 1.64

Nicklas Johansson 176,175 1.62

Nordnet Pensionsförsäkring AB 133,842 1.23

Didrik Hamilton and company 127,200 1.17

Hexiron AB 125,000 1.15

Others 5,384,922 167,000 49.63

Total 10,886,233 187,000 100

Financial risks

Forecast uncertainty

Genovis is operating in a relatively new market. The possibilities of predicting future growth of the Company’s business is therefore made more difficult. Deviations from forecast customer orders and cash flow forecast could negatively affect the Group’s earnings, liquidity and continued operations.

Currency risk

The majority of the Company’s expenses are in Swedish crowns. Company revenues may depend on other currencies to a great extent going forward.

Credit risk

Credit risk means exposure to losses if the other party in a financial instrument cannot meet its obligations. The Company is of the opinion that there is no significant credit risk in relation to any particular client or counterparty.

Interest rate risk

Interest rate risk refers to the Company’s exposure to a change in interest rates. In the Company’s opinion, we are not currently affected by any substantive interest rate risk.

Liquidity risk

Liquidity risk consists of the risk that the Group cannot obtain funds to meet its obligations. According to company forecasts and assessments this risk will not occur during 2009. This assessment has taken into account the effects of the cost- cutting program we decided to carry out and the proceeds from the sale of the protein portfolio. The authorization we received at the extraordinary general meeting on December 17, 2008, to issue a maximum of an additional 5,443,116 shares, also provides us with further flexibility to increase liquidity as needed.

Regarding the sale of the protein portfolio there is still an uncertainty when it will be sold and at what price. There is also no guarantee that new capital can be obtained according to the authorization by the Annual General Meeting if needed, or that such capital can be raised on favourable terms.

Cash flow risk

The management team is aware of the importance of minimizing the amount of

capital being tied up, in storage and accounts receivable among other places. In

preparation for the expected increase in business in 2009, the Company will keep

the focus on keeping tied-up capital to a low level as desired.

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Compensation of senior executives

For guidelines for compensation of senior executives see note 7. No variable remuneration has been obtained during 2008. The Board of Directors will not propose any variable remunerations for the 2009 business year.

Work of the Board of Directors

Genovis’ Board of Directors was composed to be able to effectively support and supervise the work of company management. During the year until November 11, the Board of Directors had six members elected at the shareholders’ meeting.

On November 11 Thomas Svensson resigned with immediate effect and the Nomination Committee was tasked with presenting proposals for Directors for the 2009 Annual General Meeting. Other officers participate as needed during board meetings as reporters or in administrative roles. The Board of Directors held 14 ordinary meetings during the year. The Company’s auditor reports to the Board of Directors every year based on an examination of accounts, and provides its assessment of internal controls. The Company’s auditor participated at one board meeting during the year. The guidelines for the work of the Board of Directors are based on the rules of procedure, which also regulate the allocation of work between the Board of Directors, the Chairman of the Board and the CEO, whose powers are clarified in a special CEO briefing. The rules of procedure contain regulations for the number of ordinary Directors’ Meetings and which issues will be dealt with at the ordinary Directors’ Meetings. In addition to follow- up and reporting on ongoing business and profitability, the work of the Board has included questions of acquisitions, strategic development and direction, invest- ments in research and development as well as financial issues, among others.

The Annual General Meeting on April 17, 2008, resolved that the Nomination Committee for the 2008 Annual General Meeting would be composed of repre- sentatives for the three shareholders having the most votes in the Company at the beginning of the Q3 2008. If any of the three shareholders with the most votes declines to designate a representative to the Nomination Committee, the share- holder with the next largest amount of votes will be afforded the opportunity to designate such a representative. The CEO or others from the Company manage- ment will not be members of the Nomination Committee, and the majority of Nomination Committee members will not be members of the Board of Directors.

The chair of the Nomination Committee will be the shareholder who has the most shares in the Company at the beginning of the third quarter of 2008, or his or her representative. It is the duty of the chair of the Nomination Committee to convene the Nomination Committee. The Nomination Committee for the 2009 Annual General Meeting comprises: Bo Håkansson, Sarah Fredriksson represented by Ebba Åsly Fåhraeus and Nicklas Johansson.

Genovis does not have an audit committee; these issues are ultimately decided by the entire Board of Directors. An evaluation of the Board’s work has been performed in the form of a survey answered by Board members. The evaluation has served as a foundation for the work of the Nomination Committee. Genovis does not belong to the group of companies that are required to follow the Swedish Code of Corporate Governance as of July 1, 2008. The Board of Directors intends to gradually become compliant with the code.

Parent company

At the end of the fiscal year 10 (11) people were employed at the parent company.

The parent company’s revenues for the fiscal year amounted to SEK thousands

344 (256). Net loss was SEK thousands 25,629 (loss: 11,885). Operating loss

was SEK thousands 25,476 (loss: 12,056). The increased operating expenses are

mainly attributable to increased personnel and consultant expenses. Liquid assets

at the end of the fourth quarter amounted to SEK thousand 1 (403). Cash flow

from operating activities for the year was SEK thousands -16,869 (-12,448).

References

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