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2014-04-15

Orexo: Report from Orexo AB's annual general meeting, 15 April 2014

Election of the board of directors and auditor
The annual general meeting in Orexo AB (publ) on 15 April 2014
resolved, in accordance with the nomination committee's proposal,
that the number of board members shall be five with no deputy board
members. Raymond Hill, Staffan Lindstrand, Martin Nicklasson,
Kristina Schauman and Michael Shalmi were re-elected as ordinary
board members. Martin Nicklasson was re-elected as chairman of the
board. PricewaterhouseCoopers AB was re-elected as auditor.

Fees to the board of directors and the auditor
The annual general meeting also resolved on fees to the board of
directors in accordance with the nomination committee's proposal. The
fees to the board of directors shall amount to SEK 1,400,000 to be
allocated as follows: SEK 600,000 to the chairman, and SEK 150,000 to
each of the other board members, and in total SEK 200,000 to be
allocated to the members of the audit committee so that the chairman
of the committee receives SEK 150,000 and SEK 50,000 are allocated
between the other members of the committee, that fees to the auditor
shall be paid against approved accounts, and that fees to the board
members may, if agreed with Orexo, be invoiced by a company, in which
case the invoiced fee shall be determined so that it is cost neutral
for Orexo.

Remuneration guidelines for the management
The annual general meeting approved the board of directors' proposal
regarding guidelines for remuneration to the management.

Nomination committee
The annual general meeting resolved to appoint a nomination committee
for the annual general meeting 2015 substantially in accordance with
the same procedure as the preceding year.

Approval of income statement and balance sheets, appropriation of the
company's profit or loss and discharge from liability

The annual general meeting approved the income statement and the
balance sheet for the parent company, as well as the consolidated
income statement and the consolidated balance sheet for the financial
year 2013. It was resolved, in accordance with the board of
directors' proposal, that there shall be no dividend for 2013 and
that the results of the company shall be carried forward. The meeting
also discharged the members of the board and the managing director
from liability for the financial year 2013.

Authorization to issue new shares
The annual general meeting resolved to authorizes the Board of
Directors to resolve to issue of new shares on one or several
occasions until the next annual general meeting, with or without
preferential rights for the shareholders, against cash payment or
against payment through set-off or in kind, or otherwise on special
conditions. However, such issue of shares must never result in the
company's issued share capital or the number of shares in the company
at any time, being increased by more than a total of 10 per cent. The
purpose of the authorization is to enable the Board to make corporate
acquisitions, product acquisitions or to enter into collaboration
agreements, or to raise working capital or broaden the shareholder
base.

Authorization to repurchase and transfer shares
The annual general meeting resolved to authorize the board of
directors to resolve to repurchase, on one or several occasions until
the next annual general meeting, as many own shares as may be
purchased without the company's holding at any time exceeding 10 per
cent of the total number of shares in the company. Further, it was
resolved to authorize the board of directors to resolve, on one or
several occasions until the next annual general meeting, to transfer
(sell) own shares.

The purpose of the authorization to repurchase own shares is to
promote efficient capital usage in the company and to provide
flexibility as regards the company's possibilities to distribute
capital to its shareholders. The purpose of the authorization to
transfer own shares is to enable the Board to make corporate
acquisitions, product acquisitions or enter into collaboration
agreements, or to raise working capital or broaden the shareholder
base or for use in the context of the company's incentive plans.

Complete proposals regarding the resolutions by the annual general
meeting in accordance with the above together with the presentation
from the managing director's speech are available at Orexo's website,
www.orexo.com.

For more information, please contact:
Nikolaj Sørensen, CEO or Henrik Juuel, EVP and CFO
Tel: +46 (0)18 780 88 00, E-mail: ir@orexo.com

About Orexo
Orexo is a specialty pharmaceutical company with commercial operations
in the United States and R&D in Sweden developing improved treatments
using proprietary drug delivery technology. The company is
commercializing its proprietary product, ZUBSOLV® (buprenorphine and
naloxone), in the United States for maintenance treatment of opioid
dependence. ZUBSOLV is a novel sublingual formulation of
buprenorphine and naloxone using Orexo's extensive knowledge in
sublingual technologies. Orexo has a portfolio of two approved and
revenue generating products currently marketed under license in the
US, EU and Japan. Orexo's development expertise is within the area of
reformulation technologies, and especially sublingual formulations.
Orexo AB, with its headquarters in Sweden, is listed on NASDAQ-OMX.
The largest shareholders are Novo A/S and HealthCap.

For information about Orexo please visit www.orexo.com.

Note: This is information that Orexo AB (publ.) is required to
disclose pursuant to the Swedish Securities Markets Act. The
information was provided for public release on April 15, 2014 at 7:00
p.m. CET.

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http://news.cision.com/orexo/r/report-from-orexo-ab-s-annual-general-mee...
http://mb.cision.com/Main/694/9570051/233913.pdf

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