Report from Orexo AB's Annual General Meeting, April 21, 2010


Report from Orexo AB's Annual General Meeting, April 21, 2010

The Annual General Meeting (the “Meeting”) approved the income statement and the
balance sheet for the parent company, as well as of the consolidated income
statement and the consolidated balance sheet for the financial year 2009.

The Meeting resolved to re-elect Monica Caneman, Michael Shalmi, Raymond Hill,
Staffan Lindstrand, Bengt Samuelsson, Peter Lindborg and Kjell Strandberg as
members of the Board of Directors and Håkan Åström was re-elected as Chairman of
the Board of Directors for the period until the end of the next Annual General
Meeting.

The Meeting discharged the members of the Board and the Managing Director from
liability for the financial year 2009.

The Meeting resolved that the fees to the Board of Directors should amount to
SEK 2,150,000 to be allocated as follows: SEK 500,000 to the Chairman of the
Board of Directors, SEK 300,000 to each of Raymond Hill and Peter Lindborg, SEK
150,000 to each of the other Board members who are not employed by the company
and in total SEK 300,000 to be equally allocated to the members of the
Remuneration, Product Development and Auditing Committee.

The Meeting resolved to adopt a board member share plan including the issuance
of warrants and approval of disposal of the warrants issued under the board
member share plan. Board shares with an option to acquire shares in Orexo shall
be issued free of charge under the board member share plan (“Board Shares”),
whereby each Board Share may be exercised to acquire one share in Orexo against
payment of an exercise price corresponding to the quota value of the Orexo share
(SEK 0.4). Board members participating in Orexo's board member share plan will
receive a number of Board Shares, which value at the time of allocation shall
correspond to 50 per cent of the board fee remuneration, and will receive the
remaining 50 per cent of the board fee in cash. The board member's right to call
for exercise occurs as from the second year following the Meeting. Board Shares
have a duration as from the resolution on allocation until 31 December 2017. In
order to secure that the company can meet its obligations to the holders of
Board Shares at the time of exercise of the Board Shares, the Meeting has
resolved to issue not more than 30,000 warrants with the right to subscribe for
new shares to the wholly-owned subsidiary Pharmacall AB, corresponding to not
more than approximately 0.12 per cent of the shares in Orexo on a fully diluted
basis. The reasons for adopting Orexo's board member share plan are to be able
to attract, motivate and keep board members, and to strengthen the board
members' interest in Orexo and its financial development and to provide the
board members with an economic interest in Orexo equivalent to the
shareholders'. The total value of the Board Shares, based on a valuation made by
the company, is estimated to MSEK 1.34.

The Meeting approved the Board of Directors' proposal regarding principles and
guidelines for remuneration and other terms of employment for the company's
management.

The Meeting approved the instructions for the Nomination Committee.

The Meeting resolved to authorize the Board of Directors to resolve to issue new
shares. 


For further information, contact:
Torbjörn Bjerke, President and CEO
Tel: +46 (0)708-66 19 90
E-mail: torbjorn.bjerke@orexo.com

Claes Wenthzel, Executive Vice President and CFO
Tel: +46 (0)708-620 122
E-mail: claes.wenthzel@orexo.com



About Orexo
Orexo is a pharmaceutical company focusing on developing treatments for pain and
inflammation. The company has four products on the market as well as a broad
project portfolio in late stages of development. Sales and marketing are mainly
carried out through worldwide partnership agreements with larger pharmaceutical
companies. Abstral for the treatment of break through cancer pain is today
Orexo's most important product. Abstral was launched in major European countries
in 2009 and is in registration phase in the USA, Canada and Japan. Orexo has 108
employees, and has its head office located in Uppsala, Sweden. More information
can be found at www.orexo.com.
 



Note:
This is information that Orexo AB (publ) is required to disclose pursuant to the
Swedish Financial Instruments Trading Act and/or the Swedish Securities Markets
Act. The information was provided for public release on April 21, 2010 at 19:45
CET.

Pièces jointes

04212602.pdf