Invitation to Subscribe for Shares in Swedish Orphan Biovitrum AB (Publ)

PLEASE NOTE THAT THE SUBSCRIPTION RIGHTS ARE EXPECTED TO HAVE AN ECONOMIC VALUE In order not to lose value on the subscription rights, holders must either: • Exercise the subscription rights received and subscribe for the New Shares no later than May 26, 2011; or • Sell the subscription rights received, but not exercised, no later than May 23, 2011. Please note that shareholders with nominee-registered shareholdings subscribe for new shares through their nominee. Invitation to subscribe for shares in Swedish Orphan Biovitrum AB (publ) May 2011 DEFINITIONS Rights Issue means invitation to subscribe for shares with preferential right for existing shareholders in Swedish Orphan Biovitrum AB (publ). References to Biovitrum, Swedish Orphan Biovitrum, Sobi or the Company in this prospectus means Swedish Orphan Biovitrum AB (publ), reg. no. 556038-9321, or, depending on the context, the group in which Swedish Orphan Biovitrum AB (publ) presently is a parent company. The Group means Swedish Orphan Biovitrum AB (publ) and its subsidiaries, unless something else is evident from the context. Joint Lead Managers mean Carnegie Investment Bank AB (publ) and Handelsbanken Capital Markets (a division of Svenska Handelsbanken AB (publ)). Underwriters mean Carnegie Investment Bank AB (publ) (Regeringsgatan 56, SE-103 38 Stockholm, Sweden) and Svenska Handelsbanken AB (publ) (Blasieholmstorg 11, SE-106 70 Stockholm, Sweden). References to the Underwriting Agreement means the agreement by which the Underwriters have undertaken, each of them and not jointly, to subscribe for their respective parts of the New Shares specified in the Underwriting Agreement, to the extent these have not been subscribed for during the Subscription Period, see the section Legal matters and miscellaneous information under heading Subscription undertakings and Underwriting Agreement. Reference to Subscription Right means the right to subscribe for shares in the Company which the shareholders receive, whereby one Subscription Right for each existing common share (Share) is received and four Subscription Rights entitles to subscription for one New Share. New Shares means the new common shares which are issued as a result of the Rights Issue. Paid subscribed shares (BTA) means interim shares for the New Shares. References to Securities includes Subscription Rights, paid subscribed shares (BTA) and New Shares. Subscription Price means the subscription price for the New Shares, which amounts to SEK 12 per share. Subscription Period means the period when the New Shares can be subscribed for. Record Date means the record date at Euroclear Sweden for allocation of Subscription Rights, which is determined to May 5, 2011. Euroclear Sweden means Euroclear Sweden AB. The Prospectus means this prospectus, which has been prepared by the Board of Directors of Sobi as a result of the Rights Issue. The numbers in the Prospectus may have been rounded off. IMPORTANT INFORMATION TO INVESTORS This Prospectus has been approved and registered by the Swedish Financial Supervisory Authority in accordance with Chapter 2 paragraph 25 and 26 of the Swedish Financial Instruments Trading Act (1991:980) (Sw: lag (1991:980) om handel med finansiella instrument). The approval and registration does not constitute a guarantee from the Swedish Financial Supervisory Authority that the information in the Prospectus is accurate or complete. The Prospectus and the Rights Issue in accordance with the Prospectus is governed by Swedish law. Disputes arising out of the contents of this Prospectus and related legal matters must be settled exclusively by Swedish courts. This Prospectus has been prepared in both a Swedish and an English version. In the event that the versions do not conform the Swedish version shall take precedence. With the exception of certain customary restrictions relating to securities laws and regulations, this Prospectus will be available at Sobi’s website www.sobi.com, Carnegie’s website www.carnegie.se, Handelsbanken’s website www.handelsbanken.se/investmentoffer, and the Swedish Financial Supervisory Authority’s website www.fi.se. The distribution of this Prospectus and information about the Rights Issue may, in some jurisdictions, be unlawful and the Prospectus may not be used for the purposes of, or as a part of, an offer or a solicitation of an offer to any person in a jurisdiction where such offer or solicitation is not allowed or where it would be deemed unlawful to make such offer or solicitation. The Prospectus has not been and will not be registered in any state or jurisdiction other than Sweden and the Securities may not be offered, sold, pledged or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the United States Securities Act of 1933 (the “Securities Act”). The Rights Issue is not directed to persons whose participation would require additional prospectuses, registration or measures other than those pursuant to Swedish law, or to shareholders domiciled in Australia, Canada, Hongkong or Japan. The Prospectus may not be distributed in or into any country in which the distribution or the Rights Issue requires such measures or would conflict with regulations in such country. Acquisition of Securities in violation of the restrictions described above may be void. Persons into whose possession this Prospectus may come are required to inform themselves about and comply with such restrictions. Any failure to comply with such restrictions may result in a violation of applicable securities regulations. The Prospectus has been prepared by the Company, based on its own information and information from third party sources that the Company considers to be reliable. No representation or warranty, expressed or implied, is made by the Joint Lead Managers as to the accuracy or completeness of any of the information set out in this Prospectus and nothing contained in this Prospectus is or shall be relied upon as a representation or a guarantee, whether as to the past or the future, as the Joint Lead Managers have not made any independent verification of the information. When an investor makes an investment decision, he or she must rely on his or her own analysis of the Company and the Rights Issue, including, but not limited to, facts and risks. Further, an investor may only rely on the information in this Prospectus and any possible supplements to this Prospectus. No person has been authorized to provide any information or make any statements, other than those contained in this Prospectus, and should such information or statement still be furnished they are not considered to have been approved by the Company or the Joint Leader Managers. Neither the publication of this Prospectus nor any purchase or sale as a result of the Prospectus will, under any circumstances, imply that there have not been changes in the Company’s business since the date of this Prospectus, or that the information in this Prospectus is correct as of any time after the date of this Prospectus. As a condition to exercising Subscription Rights or subscribing for New Shares pursuant to the Rights Issue, each exercising holder or subscriber for New Shares will be deemed to have made or, in some cases, be required to make, certain representations and warranties that will be relied upon by the Company, Joint Lead Managers and others. See the section Restrictions on sale and transfer of Securities. Sobi reserves the right, in its sole and absolute discretion, to reject any purchase of Securities that it or its agents believe may give rise to a breach or violation of any law, rule or regulation. In connection with the Rights Issue, Carnegie Investment Bank AB (publ) (or a representative or affiliate of Carnegie Investment Bank AB (publ)) (in such capacity, the ”Stabili- zation manager”) may effect transactions which stabilize or maintain the market price of the Shares, Subscription Rights, BTAs or New Shares at levels which might not otherwise prevail (”Stabilization Measures”). Such transactions may be effected on the regulated market where the Shares are listed, in the over-the-counter market or otherwise. The Stabili- zation Manager is under no obligation to engage in any such stabilization measures, and such stabilization, if commenced, may be discontinued at any time without prior notice. Such stabilization measures may be carried out during a period from the day of publication of the Prospectus, up to and including 30 calendar days following the Subscription Period, which is expected to be June 25, 2011. The Stabilization manager may not stabilize (i) the Subscription Rights at a price exceeding SEK 2.52 per Subscription Right, equal to the theoretical value of a Subscription Right at the announcement of the Subscription Price and (ii) the Shares, BTAs or New Shares at a price exceeding SEK 22.08 per Share, BTA or New Share, equal to the sum of the Subscription Price and the theoretical value of four Subscription Rights at the announcement of the Subscription Price (SEK 12 plus SEK 10.08). For a more detailed description of the stabilization activities, see section Restrictions on sale and transfer of Securities under heading Stabilization and other trading activities. Notice to investors in the US The Securities have not been registered and will not be registered under the Securities Act and neither under the securities law of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, delivered or transferred, directly or indirectly, within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws in a relevant state or any other jurisdiction of the United States. There will be no public offer of the Securities in the United States. A notification of subscription of Securities in contravention of the above may be deemed to be invalid.

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