Orexo AB Annual General Meeting Report

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UPPSALA, Sweden, April 21, 2022 /PRNewswire/ —

Election of the board of directors and the auditor

The Annual General Meeting at Orexo AB (publ) on April 21, 2022 decides, in accordance with the nomination committee’s proposal, that the number of directors will be eight without a substitute director. James Noble, Staffan LindstrandHenrik Kjaer Hansen, Fred Wilkinson, Mary Pat Christie and Charlotte Hanson were re-elected as ordinary members of the Board of Directors. Christine Rankin and Michael J Matly were elected new board members. James Noble was elected chairman of the board of directors. Ernst & Young Aktiebolag was re-elected auditor.

Fees of the board of directors and the statutory auditor

The annual general meeting also decided on the attendance fees of the board of directors in accordance with the proposal of the nomination committee. Attendance fees for the Board of Directors amount to SEK 3,550,000 to be distributed as follows: SEK 900,000 to the president and SEK 300,000 to each of the other directors, and in total SEK 400,000 to be allocated to the members of the audit committee so that the chairman of the committee receives SEK 200,000 and SEK 200,000 are distributed equally among the other members of the committee, and in total 150,000 to be distributed among the members of the remuneration committee equally among the members of the committee, and that the auditor’s fees are paid from approved accounts.

In addition, the annual general meeting decided on an additional attendance fee in accordance with the proposal of the nomination committee for independent directors. James Noble, Staffan Lindstrand, Fred Wilkinson, Mary Pat Christie, Charlotte Hanson, Christine Rankin and Michael J Matly of SEK 1,050,000, subject to (i) the board member acquiring shares of Orexo for the full (after tax) of such additional attendance fee as soon as practicable after the resolution of the annual general meeting and the payment of additional attendance fees, and (ii) the Board member’s commitment not to sell the shares for the entire duration of his term on the Orexo Board of Directors. The additional pension costs should be allocated as follows: SEK 450,000 to the president and SEK 100,000 to each of the other independent directors.

Executive compensation guidelines

The annual general meeting approved the proposal of the board of directors concerning new guidelines for management remuneration.

Nominating Committee

The Annual General Meeting has resolved to adopt procedures for the appointment of the Nominating Committee for the 2023 Annual General Meeting substantially in accordance with the same procedure as the previous year.

Approval of the income statement and balance sheets, allocation of corporate income and disclaimer

The annual general meeting approved the income statement and balance sheet of the parent company, as well as the consolidated income statement and balance sheet for the 2021 financial year. It was decided, in accordance with the proposal of the board of directors, that there will be no dividend for 2021 and that the results of the company will be postponed. The meeting also discharged the members of the board of directors and the managing director from their liability for the 2021 financial year.

Authorization to issue new shares

The general meeting of shareholders has decided to authorize the board of directors to decide to issue new shares in one or more installments until the next general meeting of shareholders, with or without shareholders’ preferential subscription rights, against payment in cash or against payment by compensation or in kind, or otherwise on specific conditions. However, such issue of shares shall never result in an increase in the issued share capital of the company or the number of shares in the company at any time by more than 10% in the aggregate. The purpose of the authorization is to allow the Board of Directors to carry out acquisitions of companies, acquisitions of products or to enter into collaboration agreements, or to raise working capital or expand the shareholding.

Authorization to redeem and transfer shares

The ordinary general meeting has decided to authorize the board of directors to decide to buy back, on one or more occasions until the next annual general meeting, as many own shares as can be purchased without the participation of the company does not at any time exceed 10% of the total number of shares of the company. In addition, it is resolved to authorize the board of directors to decide, on one or more occasions until the next annual general meeting, to transfer (sell) its own shares.

The purpose of the authorization to buy back own shares is to promote efficient use of the company’s capital, to offer flexibility with regard to the possibilities of distribution of the company’s capital to its shareholders and to be used within the framework of company incentive plans. The purpose of the authorization to transfer own shares is to enable the Board of Directors to carry out acquisitions of companies, acquisitions of products or to enter into collaboration agreements, or to raise working capital or expand the shareholding or to be used as part of the company’s incentive plans.

2022 LTIP Long-Term Incentive Program

The Annual General Meeting has decided, in accordance with the proposal of the Board of Directors, to adopt a new long-term incentive program for a maximum of 130 selected employees within the Orexo group, the LTIP 2022. The LTIP 2022 substantially matches the 2021 LTIP, a term incentive program adopted at the 2021 Annual General Meeting.

LTIP Stay-on Long-Term Incentive Program 2022

The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, to adopt a new long-term incentive program for approximately 13 employees of the global management team and employees of the management team within the Orexo group, LTIP Stay-on 2022. LTIP Stay-on 2022 largely corresponds to the LTIP Stay-on 2021, a performance-based long-term incentive program adopted at the annual general meeting of 2021.

Full proposals for Annual General Meeting resolutions in accordance with the above together with the presentation of the Chief Executive’s speech are available on Orexo’s website, www.orexo.com.

About Orexo

Orexo develops improved pharmaceuticals and digital therapies addressing unmet needs in the growing substance use disorder and mental health space. Products are marketed by Orexo in the United States or through partners worldwide. The primary market today is the US market for buprenorphine/naloxone products, where Orexo markets its lead product ZUBSOLV® for the treatment of opioid use disorder. Total net sales for 2021 amounted to 565 million Swedish crowns and the number of employees was 121. Orexo is listed on the Nasdaq Stockholm Mid Cap (ORX) and is available as an ADR on OTCQX (ORXOY) in the United States. The company is headquartered in Uppsala, Swedenwhere research and development activities are carried out.

For more information on Orexo please visit, www.orexo.com. You can also follow Orexo on Twitter, @orexoabpubl, LinkedIn and YouTube.

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