Report from Orexo AB’s Annual General Meeting, 15 April 2016


Election of the board of directors and auditor
The annual general meeting in Orexo AB (publ) on 15 April 2016 resolved, in
accordance with the nomination committee's proposal, that the number of board
members shall be seven with no deputy board members. Raymond Hill, Staffan
Lindstrand, Martin Nicklasson, Kristina Schauman, Michael Shalmi and David
Colpman were re-elected as ordinary board members. Kirsten Detrick was elected
as a new board member. Martin Nicklasson was re-elected as chairman of the
board. Ernst & Young Aktiebolag was 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 2,100,000 to be allocated as follows: SEK 600,000
to the chairman, and SEK 200,000 to each of the other board members, and in
total SEK 300,000 to be allocated to the members of the audit committee so that
the chairman of the committee receives SEK 200,000 and SEK 100,000 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 2017 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 2015. It was resolved, in
accordance with the board of directors’ proposal, that there shall be no
dividend for 2015 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 2015.

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.

Long-term incentive program
The annual general meeting resolved, in accordance with the board's proposal, to
adopt a long-term incentive program for senior executives and key employees
within the Orexo group. The resolution also included resolution regarding
authorisation for the board of directors to resolve to issue Class C shares,
authorisation for the board of directors to resolve to repurchase Class C shares
and transfer of own ordinary shares.

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/CFO
Tel: + 46 (0)18 780 88 88, e-mail: ir@orexo.com

About Orexo
Orexo is a specialty pharmaceutical company commercializing its proprietary
product Zubsolv® for treatment of opioid dependence in the US. Zubsolv is an
advanced formulation of buprenorphine and naloxone using Orexo’s unique
knowledge and expertise in sublingual drug delivery. R&D is focusing on
reformulation of known substances to new improved products that meet great unmet
medical needs by using its patented proprietary technologies. Orexo’s share is
listed on Nasdaq Stockholm Exchange Mid Cap (STO:ORX) and is available as ADRs
on OTCQX (ORXOY) in the US. Orexo’s global headquarters and R&D are based in
Uppsala, Sweden.

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, 2016 at 7:30 p.m. CET.

Attachments

04157523.pdf