Notice of Extraordinary General Meeting in Orexo

Notice of Extraordinary General Meeting in Orexo

The shareholders in Orexo AB (publ) are summoned an extraordinary
general meeting to be held on Friday May 27, 2011 at 11:00 a.m. CET at
7A, Strandvägen 7A in Stockholm, Sweden.

Participation, etc
Shareholders who wish to participate in the meeting must be recorded in
the share register maintained by Euroclear Sweden AB on Saturday May 21,
2011, and notify Orexo of their intention to attend the meeting not
later than on Monday May 23, 2011 by post to Orexo AB, P.O. Box 303,
SE-751 05 Uppsala, Sweden, by telephone +46 (0) 18 780 88 00, by telefax
+46 (0) 18 780 88 88, or by e-mail to beata.augenblick@orexo.com.

The notification shall set forth the name, personal/corporate identity
number, the number of shares held, telephone number (daytime) and, where
applicable, number of assistants (not more than two) that the
shareholder intends to bring to the meeting. Shareholders to be
represented by proxy should submit a power of attorney (original
document) and a certificate of registration or equivalent together with
the notification of attendance. A proxy form is available at
www.orexo.com.

Shareholders whose shares are registered in the name of a
nominee/custodian must temporarily re-register their shares in their own
names to be entitled to participate in the meeting. Shareholders must
inform their nominee/custodian of such re-registration well before
Friday May 20, 2011 by which date such re-registration must have been
executed.

There are 23,412,752 shares and votes in Orexo. The company holds no
treasury shares.

Proposed agenda

 1. Opening of the meeting.
 2. Election of chairman of the meeting.
 3. Preparation and approval of the voting list.
 4. Approval of the agenda.
 5. Election of one or two persons to approve the minutes of the
meeting.
 6. Determination of whether the meeting has been duly convened.
 7. Approval of the board of director's resolution to issue new shares
and the board's proposal for amendments to the terms and conditions of
the company's convertible bonds 2010/2015.
 8. Closing of the meeting.

Approval of board's resolution to issue new shares and the board's
proposal for amendments to the terms and conditions of the company's
convertible bonds (item 7)
The board proposes that the meeting approve the board's resolution of
May 3, 2011 to issue not more than 6.438.188 new shares with pre-emptive
rights for the shareholders and holders of the company's convertible
bonds 2010/2015. The record date for the right to participate in the
issue shall be June 3, 2011. Subscription shall be made from and
including June 9, 2011 up to and including June 23, 2011. The
subscription price shall be SEK 38 per share. Four shares shall entitle
to subscription for one new share.

The board further proposes that the terms and conditions of the
company's convertible bonds 2010/2015 which are held by Novo A/S be
amended so that Orexo's right in certain circumstances to require
conversion of the convertible bonds shall not apply to the extent Novo
A/S would thereby become obliged to make a mandatory bid for Orexo.

For further details and information on the background to and reasons for
the rights offering, please refer to Orexo's press release on May 4,
2011.

Shareholders are reminded of their right to request information
according to Chapter 7 Section 32 of the Swedish Companies Act. The
complete proposals and supporting documentation will be available at the
company's office at Virdings allé 32 A, in Uppsala, Sweden and at
www.orexo.com not later than three weeks prior to the meeting and will
be sent to shareholders who so request and inform the company of their
postal address. This notice has been prepared in both Swedish and
English. In the event of any discrepancy in the content of the two
versions, the Swedish version shall take precedence.

Uppsala, May 2011
Orexo AB (publ)
The board of directors