Notice of Extraordinary General Meeting of Orexo

The shareholders in Orexo AB (publ) are summoned to the extraordinary general
meeting, to be held on Tuesday 6 August 2013, at 4.00 pm in Orexos facilities at
Virdings allé 32A, in Uppsala, Sweden.
Participation, etc

Shareholders who wish to participate in the Meeting must be recorded in the
share register maintained by Euroclear Sweden AB on Wednesday 31 July 2013, and
notify Orexo of their intention to attend the Meeting not later than on
Wednesday 31 July 2013 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 Wednesday 31 July 2013 by which date such re
-registration must have been executed.

There are 30,012,332 shares and votes outstanding in Orexo. The company holds
1,121,124 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 who shall approve the minutes of the
Meeting.
6.      Determination of whether the Meeting has been duly convened.
7.      Resolution on amendment to Performance-based, Long-term Incentive
Program 2011/2021, issue of warrants with the right to subscribe for new shares
and approval of disposal of the warrants.
8.      Closing of the Meeting.

Resolution on amendment to Performance-based, Long-term Incentive Program
2011/2021, issue of warrants with the right to subscribe for new shares and
approval of disposal of the warrants (item 7)

At the extraordinary general meeting held on 16 February 2011, it was resolved
to adopt a Performance-based, Long-term Incentive Program 2011/2021 (“LTIP
2011/2021”) for Orexo’s senior executives. The Board of Directors now proposes
to amend the terms and conditions of LTIP 2011/2021.

In summary, the amendments entail that the latest date to allocate options under
LTIP 2011/2021 is extended to 31 December 2015 and that the total number of
options to be allocated under LTIP 2011/2021 is extended by 700,000 options. If
the Meeting adopts the proposed amendments, in total a maximum of 2,540,000
options may be allocated under LTIP 2011/2021.

A. Amendment to LTIP 2011/2021

The Board of Directors proposes that the Meeting resolves to adopt the amended
LTIP 2011/2021 as follows. Options, with the right to acquire not more than
2,540,000 shares in Orexo, may be issued under LTIP 2011/2021 (“Performance
Shares”). Each Performance Share shall give the right to acquire one (1) share
in Orexo for payment of an exercise price corresponding to 100 per cent of the
volume weighted average price for the Orexo share during the ten trading days
immediately prior to the allocation.

The Performance Shares shall be allocated to senior executives of Orexo. No
Performance Shares shall be capable of being exercised following 16 February
2021. The Board of Directors shall resolve upon the allocation of Performance
Shares and the allocation shall be made within three categories. Category 1
includes the Chief Executive Officer in Orexo with an allocation of not more
than 500,000 Performance Shares. Category 2 includes senior managers, with an
aggregate allocation of not more than 750,000 Performance Shares in such
category. Category 3 includes other key employees, with an aggregate allocation
of not more than 200,000 Performance Shares in such category. In addition, the
Board of Directors shall have the possibility to allocate not more than 90,000
additional Performance Shares in total to employees in any of the above
categories who have made exceptional contributions and in addition to the above
mentioned allocation thresholds for each category, another 700,000 Performance
Shares may be allocated to any participant in any category. The performance,
position within and contribution to the Orexo group of the employee shall be
considered when allocating Performance Shares. Members of the Board of Directors
appointed by the shareholders’ meeting shall not receive any Performance Shares.

The Board of Directors further proposes that the latest date to allocate
Performance Shares under LTIP 2011/2021 is extended to 31 December 2015. The
purpose of the extension is to give the Board of Directors sufficient time to
allocate and to re-allocate, as applicable, Performance Shares to eligible
employees, including new recruitments.

The right to acquire new shares through exercise of the Performance Shares
shall, for each employee, be subject to vesting criteria. Of all Performance
Shares allocated to a participant under LTIP 2011/2021, 50 per cent of the
Performance Shares shall be vested according to time and internal operational
criteria (“Time-vested Performance Shares”) and 50 per cent shall be vested
according to share price performance and relative share performance (“Share
Price-vested Performance Shares”).

(i) Time-vested Performance Shares

As set forth above, Time-vested Performance Shares shall be vested according to
time and internal operational criteria. The internal operational criteria shall
be resolved by the Board of Directors at the time of allocation of Performance
Shares to the participants under LTIP 2011/2021, and thereafter prior to each of
the respective reporting periods (as defined below), on an individual basis and
be connected to financial performance of Orexo and its subsidiaries (revenue,
profitability, etc.) and to R&D and other operational targets (achieved
milestones, etc.) (the “Internal Operational Criteria”). Time-vested Performance
Shares shall, for each employee, be exercisable with 1/5 of the Time-vested
Performance Shares allocated to such holder as from the date falling one year
from the date of the allocation (the “anniversary date”) provided that (i) 80
per cent of the Internal Operational Criteria have been met in the twelve months
reported by Orexo up until such anniversary date (“reporting period”), and an
additional 1/5 as from each of the four subsequent anniversary dates, provided
that 80 per cent of the Internal Operational Criteria have been met in the
respective reporting periods up until such anniversary dates, respectively, and
provided that (ii) the holder at such dates is still employed within the Orexo
group or that the employment has expired in circumstances where the holder is a
Good Leaver (as defined below). However, if the employment is terminated
(irrespective of which party that terminates the employment) in circumstances
where the holder is not a Good Leaver, no Performance Shares shall be
exercisable by the employee, whether or not previously vested, and any and all
Performance Shares held by such employee shall immediately become void upon
notice of termination. In the event of termination (irrespective of which party
that terminates the employment) in circumstances where the holder is a Good
Leaver, the exercise period shall (except in connection with subparagraphs (b)
and (c) below in the definition of Good Leaver) be 30 days as from the expiry of
the employment, after which period all Performance Shares shall become void
unless exercised during such 30-day period.

“Good Leaver” means any leaver who leaves by reason of: (a) retirement at normal
retirement age with the agreement of the Board of Directors; (b) death; (c)
permanent illness or incapacity (other than due to drug or alcohol dependency)
or disability; (d) the employment being terminated (irrespective of which party
that terminates the employment) otherwise than by Orexo For Cause (as defined
below); or (e) by any other reason where the Board of Directors determines in
its discretion that a leaver is a Good Leaver. “For Cause” means material breach
of terms of employment, fraud, gross or serious misconduct or any other similar
circumstances that justify the termination of a person’s employment without
notice.

(ii) Share Price-vested Performance Shares

The Share Price-vested Performance Shares shall, for each employee, be
exercisable depending on (i) the fulfillment of both of the performance criteria
as set forth below (the “Performance Criteria”) and provided that (ii) the
holder at such date is still employed within the Orexo group or that the
employment has expired in circumstances where the holder is a Good Leaver.
However, if the employment is terminated (irrespective of which party that
terminates the employment) in circumstances where the holder is not a Good
Leaver, no Performance Shares shall be exercisable by the employee, whether or
not previously vested, and any and all Performance Shares held by such employee
shall immediately become void upon notice of termination. In the event of
termination (irrespective of which party that terminates the employment) in
circumstances where the holder is a Good Leaver, the exercise period shall
(except in connection with subparagraphs (b) and (c) above in the definition of
Good Leaver) be 30 days as from the expiry of the employment, after which period
all Performance Shares shall become void unless exercised during such 30-day
period.

The Performance Criteria shall be measured on the basis of the quoted volume
weighted average price for the Orexo share on NASDAQ OMX Stockholm during the
twenty trading days immediately prior to each assessment (the “Share Price”).
When calculating the increase in the Share Price, a comparison shall be made
with the volume weighted average price for the Orexo share during the ten
trading days immediately prior to the allocation.

Performance criterion 1

For any vesting of Share Price-vested Performance Shares to occur, the increase
in the Share Price shall correspond to the amounts set forth below. The increase
in the Share Price as set forth below shall not be calculated for a period
exceeding five years, meaning that the Share Price must have been achieved
within a continuous five year period.

+-----------+------------------------------------------------------------------+
|Increase in|Vesting percentage of Share Price-vested Performance Shares (also |
|Share Price|conditional upon the fulfillment of Performance Criterion 2 below)|
+-----------+------------------------------------------------------------------+
|> 60 per   |33 per cent                                                       |
|cent       |                                                                  |
+-----------+------------------------------------------------------------------+
|> 100 per  |66 per cent                                                       |
|cent       |                                                                  |
+-----------+------------------------------------------------------------------+
|> 150 per  |100 per cent                                                      |
|cent       |                                                                  |
+-----------+------------------------------------------------------------------+

These categories correspond to a five year average return performance of
approximately 10 per cent per annum, 15 per cent annum and 20 per cent per annum
respectively.

Performance criterion 2

In addition to satisfaction of Performance Criterion 1, for any vesting to
occur, the Share Price shall have outperformed the NASDAQ OMX Stockholm
Pharmaceuticals & Biotechnology PI Index for a 90-day period immediately prior
to such day when Performance Criterion 1 above is satisfied. The determination
of satisfaction of Performance Criterion 2 shall be made continuously as long as
Performance Criterion 1 is satisfied, where the above-mentioned 90-day period
shall be the period immediately prior to each such determination.

The Performance Shares shall be issued free of charge and the holders will be
taxed, as income, for the difference between the market value of Orexo’s share
at the time of the exercise and the exercise price of the Performance Shares.
The Orexo group shall be responsible for and shall pay social security charges
(Sw. arbetsgivaravgifter) in relation thereto.

In order to ensure that the company can meet its obligations to the participants
in LTIP 2011/2021 at the time of exercise of the Performance Shares, it is
proposed that the Meeting resolves to issue warrants to the wholly-owned
subsidiary Pharmacall AB to be used to secure that the company can fulfill its
obligation to the participants.

The Board of Directors shall have the possibility to decide that Performance
Shares shall be deemed not having vested to the extent vesting has occurred on
the basis of manifestly misstated information.

B. Issue of warrants with the right to subscribe for new shares

The Board of Directors proposes that the company shall issue another 700,000
warrants under LTIP 2011/2021. If the Meeting resolves in accordance with the
proposal, a total of 2,240,000 warrants have been issued to secure that the
company can fulfill its obligations to the participants under LTIP 2011/2021,
corresponding to, assuming that all warrants are exercised for subscription of
new shares, approximately 6.95 per cent of the share capital and votes in Orexo.

The 700,000 warrants that LTIP 2011/2021 now is proposed to be extended by
entails that the company’s share capital may be increased with not more than SEK
280,000, corresponding to, assuming that all these 700,000 warrants are
exercised for subscription of new shares, approximately 2.28 per cent of the
share capital and votes in Orexo.

Only the wholly-owned subsidiary Pharmacall AB shall have the right to subscribe
for the warrants with the right and obligation to dispose of the warrants in
accordance with below. Pharmacall AB shall for each warrant have the right to
subscribe for one (1) new share in Orexo. The warrants shall be issued free of
charge for Pharmacall AB. Subscription of the warrants shall be made not later
than 31 December 2013. Subscription for new shares, in accordance with the terms
and conditions for the warrants, can be made from and including the time of the
registration of the warrants with the Swedish Companies Registration Office up
to and including 31 December 2021. The subscription price for the warrants (i.e.
the amount payable upon exercise of the warrants) shall be SEK 0.4.

C. Approval of disposal of the warrants

The Board of Directors proposes that the Meeting approves that Pharmacall AB
disposes of the warrants to meet the company’s obligations according to the
Performance Shares issued under the LTIP 2011/2021.

The reasons for the deviation from the shareholders’ pre-emption rights to
participate in the issue of warrants, are that the Board of Directors finds it
important to attract, incentivize and retain qualified employees to the group
and that the current and future senior executives are given the opportunity to
become owners of Orexo. The Board of Directors is of the opinion that this
strengthens the interest for Orexo’s business and also stimulates company
loyalty in the future. As LTIP 2011/2021 is intended to be an incentive for the
employees in the Orexo group, it is assessed to positively influence the future
development of the group and thereby be valuable for the shareholders.

________________________

Chapter 16 regarding certain directed issues etc. of the Swedish Companies Act
applies to the resolution in accordance with the proposal under item 7 and thus
the resolution requires support of shareholders representing not less than nine
tenths of the votes cast as well as the shares represented at the Meeting.

The shareholders are reminded of their right to request information in
accordance with Chapter 7 Section 32 of the Swedish Companies Act. All relevant
documents are available in the company’s office at Virdings allé 32 A, in
Uppsala and at www.orexo.se no later than three weeks before the Meeting and
will be sent to shareholders who so request and who inform the company of their
postal address. This notice is a translation of a Swedish notice and in case of
any deviations between the both language versions, the Swedish version shall
prevail.

Uppsala, July 2013
Orexo AB (publ)
The Board of Directors