Report from Orexo AB’s annual general meeting, 15 April 2014
ET | Source:Orexo AB
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.
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)
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: firstname.lastname@example.org
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
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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