Report from Orexo AB's annual general meeting, 26 April 2024
Orexo AB held its annual general meeting on April 26, 2024, where key decisions were made regarding the board of directors, auditor fees, nomination committee, financial statements, share issuance, share repurchase, and the adoption of long-term incentive programs. James Noble was elected as the chairman of the board, and Ernst & Young Aktiebolag was re-elected as the auditor. The meeting also approved the income statement and balance sheets for the financial year 2023, with no dividend declared for that year. The board was discharged from liability for the same year. Additionally, the board was authorized to issue new shares and repurchase and transfer existing shares, with specific limits and purposes outlined. Two long-term incentive programs, LTIP 2024 and LTIP Stay-on 2024, were adopted for selected employees within the Orexo group.
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Election of the board of directors and auditor
The annual general meeting in Orexo AB (publ) on 26 April 2024 resolved, in accordance with the nomination committee's proposal, that the number of board members shall be five with no deputy board members. James Noble, Staffan Lindstrand, Fred Wilkinson, Christine Rankin and Robin Evers were re-elected as ordinary board members. James Noble was elected as chairman of the board. Ernst & Young Aktiebolag 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
Further, the annual general meeting resolved on an additional board fee in accordance with the nomination committee's proposal to the independent board members James Noble, Staffan Lindstrand, Fred Wilkinson, Christine Rankin and Robin Evers of
Nomination committee
The annual general meeting resolved to adopt procedures for the appointment of the nomination committee for the annual general meeting 2025 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 2023. It was resolved, in accordance with the board of directors' proposal, that there shall be no dividend for 2023 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 2023.
Authorization to issue new shares
The annual general meeting resolved to authorize the board of directors to resolve to issue 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 20 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, to provide flexibility as regards the company's possibilities to distribute capital to its shareholders and for use in the context of the company's incentive plans. 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 LTIP 2024
The annual general meeting resolved, in accordance with the board's proposal, to adopt a new long-term incentive program for not more than 130 selected employees within the Orexo group, LTIP 2024. LTIP 2024 substantially corresponds with LTIP 2023, a performance based long-term incentive program adopted at the annual general meeting 2023.
Long-term incentive program LTIP Stay-on 2024
The annual general meeting resolved, in accordance with the board's proposal, to adopt a new long-term incentive program for approximately 13 Global Management Team employees and US Leadership Team employees within the Orexo group, LTIP Stay-on 2024. LTIP Stay-on 2024 substantially corresponds with LTIP Stay-on 2023, a performance based long-term incentive program adopted at the annual general meeting 2023.
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.
The Board
For further information please contact:
Orexo AB (publ.)
Lena Wange, IR & Communications Director
Tel: +46 (0)18 780 88 00
E-mail: ir@orexo.com
About Orexo
Orexo is a Swedish pharmaceutical company with over 25 years of experience developing improved pharmaceuticals based on proprietary formulation technologies that meet large medical needs. On the US market, Orexo provides innovative treatment solutions for patients suffering from opioid use disorder and adjacent diseases. Products targeting other therapeutic areas are developed and commercialized worldwide with leading partners. Total net sales in 2023 amounted to
For more information about Orexo please visit, www.orexo.com. You can also follow Orexo on X, LinkedIn, and YouTube.
The information was sent for publication, through the agency of the contact person set out above, on April 26, 2024, at 5.30 pm CET.
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SOURCE Orexo
FAQ
What key decisions were made at Orexo AB's annual general meeting on April 26, 2024?
The annual general meeting made key decisions regarding the board of directors, auditor fees, nomination committee, financial statements, share issuance, share repurchase, and the adoption of long-term incentive programs.
Who was elected as the chairman of the board at the annual general meeting?
James Noble was elected as the chairman of the board at the annual general meeting.
What was the auditor's name re-elected at the annual general meeting?
Ernst & Young Aktiebolag was re-elected as the auditor at the annual general meeting.
Was a dividend declared for the financial year 2023 at the annual general meeting?
No dividend was declared for the financial year 2023 at the annual general meeting.
What authorization did the board receive regarding share issuance at the annual general meeting?
The board was authorized to issue new shares on one or several occasions until the next annual general meeting, with specific conditions and limitations.
