Report from Orexo AB's Annual General Meeting, 23 April 2009

Report from Orexo AB's Annual General Meeting, 23 April 2009

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 2008.

The Meeting resolved to re-elect Monica Caneman, Johan Christenson, Ray Hill,
Staffan Lindstrand, Bengt Samuelsson and Kjell Strandberg, and to elect for the
first time Peter Lindborg as member of the Board of Directors. Håkan Åström was
re-elected as Chairman of the Board of Directors for the period until the end of
the next Annual General Meeting.

Peter Lindborg is Senior Vice President, Biogen Idec, Commercial Operations
International, with responsibility for, inter alia, Argentina, Australia and New
Zealand, Brazil, Germany and the Nordics. Peter Lindborg has previously been
managing director for Biogen Idec, Australia, and has also experience from Merck
Sharp & Dohme and Kabi Pharmacia. Peter holds a Bachelor of Science degree from
the University of Stockholm.

The Meeting discharged the members of the Board and the Managing Director from
liability for the financial year 2008.

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 Ray 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, may
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 for
payment of an exercise price corresponding to the quota value of the Orexo
share. 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 remuneration of the board fee. 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 2016. 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 warrants with the right to subscribe for new
shares to the wholly-owned subsidiary Pharmacall AB. 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 1.5
(corresponding to a value of SEK 49.22 per Board Share, assuming an exercise
price of SEK 0.40 per share).

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 adopt the board of directors' proposal regarding
amendments in the articles of association in respect of announcement of notice
and time limit for notice to shareholders' meetings. The amendment is
conditional upon that the provisions of the Companies Act (SFS 2005:551)
regarding notice to general meeting will be amended.

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

The Meeting resolved to adopt a new employee stock option plan including the
issuance of warrants and approval of disposal of the warrants under the employee
stock option plan. Employee stock options, with the right to acquire not more
than 470,000 shares in Orexo, may be issued free of charge under the plan. Each
employee stock option may be exercised to acquire one share in Orexo for payment
of an exercise price corresponding to 110 per cent of the market value of
Orexo's shares at the time of allocation. The employee stock options can be
allocated to persons who at the time of allocation are employed on a permanent
basis by companies in the Orexo group. The board of directors shall resolve upon
the allocation of employee stock options and the allocation shall be made within
four categories. Category 1 includes the managing director in Orexo with an
allocation of not more than 30,000 employee stock options. Category 2 includes
persons in the executive committee with an allocation of not more than 20,000
employee stock options per person. Category 3 includes company management with
an allocation of not more than 8,000 employee stock options per person. Category
4 includes other employees with an allocation of not more than 3,000 employee
stock options per person. The board of directors shall in addition have the
possibility to allocate not more than 50,000 additional employee stock options
to newly recruited employees and other employees who have made exceptional
contributions. The right to acquire new shares under the employee stock options
shall for each employee be exercisable with 1/3 of the employee stock options
allocated to such holder as from the date falling one year from the date of the
allocation (the “anniversary date”), and an additional 1/3 as from each of the
two subsequent anniversary dates. In order to secure that Orexo can meet its
obligations to the employee stock option holders at the time of exercise of the
employee stock options, the Meeting has resolved to issue warrants with the
right to subscribe for new shares to the wholly-owned subsidiary Pharmacall AB.
The reasons for adopting Orexo's employee stock option plan are that the board
of directors finds it important to keep and recruit qualified employees to the
group and that the current and future employees are given the opportunity to
become owners of Orexo. The total value of the employee stock options, based on
a valuation made by the company, is estimated to MSEK 5.5 (corresponding to a
value of SEK 11.66 per employee stock option, assuming an exercise price of
approximately SEK 54.50 per share).

For more information, please contact: 
Johan Andersson, Investor Relations Manager, Orexo 
Tel: +46 (o) 702-10 04 51 
E-mail: johan.andersson@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 23, 2009 at 22.30 CET.