Report from Orexo AB’s extraordinary shareholders’ meeting, 27 May 2011

Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan or Australia.

The extraordinary shareholders’ meeting resolved today to approve the board’s resolution to issue new shares with pre-emptive rights for existing shareholders and the holders of the company’s convertible bonds 2010/2015. The terms for the rights issue entail that four shares entitle to subscription of one new share at a subscription price of SEK 38 per share, which means that the rights issue will provide Orexo with approximately MSEK 250 before transaction costs. The rights issue is fully covered by subscription undertakings and commitments to underwrite without compensation and through a guarantee from an external party.

A prospectus relating to the rights issue will be published around 30 May 2011.

The extraordinary general meeting further resolved to amend the terms and conditions of the company’s convertible bonds 2010/2015, which are held by Novo A/S, to the effect that Orexo’s right in certain circumstances to require conversion of the convertible bonds shall not apply to the extent Novo A/S would thereby become obliged to make a mandatory bid for Orexo.

For further details and information on the background to and reasons for the rights offering and the amendment to terms and conditions of the convertible bonds, please refer to Orexo’s press release on 4 May 2011.

For more information, please contact:
Anders Lundström, President and CEO, Orexo AB
Tel: +46 706 67 22 66
Email: [email protected]

This press release does not constitute an offer of any securities of Orexo. The rights issue is not directed to shareholders or other investors domiciled in the United States, Canada, Japan or Australia, or in any other country where participation in the issue would require additional prospectuses, registration or other measures other than those pursuant to Swedish law or would conflict with regulations in such country. No shares, interim shares, subscription rights or other securities issued by Orexo have been or will be registered in accordance with the United States Securities Act of 1933, or in accordance with any securities legislation in any state of the United States or any province in Canada. Accordingly, no new shares, interim shares, subscription rights or other securities issued by Orexo may be transferred or offered for sale in the United States or Canada, other than in such exceptional cases that do not require registration. The rights issue is directed only at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended); or (iii) persons to whom it can otherwise lawfully be directed at.

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 May 27, 2011 at 1:00 p.m. CET.