UPPSALA, Sweden, Oct. 3, 2023
/PRNewswire/ -- Orexo AB (publ), Reg. No. 556500-0600, with its
registered office in Uppsala, gives notice of the Extraordinary
General Meeting to be held on 26 October
2023 at 15:00 CEST at
Advokatfirman Vinge's premises at Smålandsgatan 20, SE-111 46
Stockholm, Sweden.
Right to participate in the Extraordinary General Meeting
and notice of participation
A shareholder who wishes to participate in the General Meeting
must (i) be recorded as a shareholder in the share register
maintained by Euroclear Sweden AB relating to the circumstances on
18 October 2023, and (ii) no later
than 20 October 2023 give notice by
post to Box 303, 751 05 Uppsala, Sweden, via e-mail to lena.wange@orexo.com, or
by telephone +46 (0)018-780 88 00. When providing such notice, the
shareholder shall state name, personal or corporate registration
number, address, telephone number and the number of any
accompanying assistant(s) (maximum two assistants), as well as
information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy
for the representative must be issued. A proxy form is available on
the company's website, www.orexo.se. If the proxy is issued by a
legal entity, a certificate of registration or equivalent
certificate of authority should be enclosed. To facilitate the
registration at the General Meeting, the proxy and the certificate
of registration or equivalent certificate of authority should be
sent to the company as set out above so that it is received no
later than 25 October 2023.
Nominee-registered shares
To be entitled to participate in the General Meeting, a
shareholder whose shares are held in the name of a nominee must, in
addition to providing notification of participation, register its
shares in its own name so that the shareholder is recorded in the
share register relating to the circumstances on 18 October 2023. Such registration may be
temporary (so-called voting right registration) and is requested
from the nominee in accordance with the nominee's procedures and in
such time in advance as the nominee determines. Voting right
registrations completed by the nominee not later than 20 October 2023 are taken into account when
preparing the share register.
Proposed agenda
- Opening of the General Meeting.
- Election of chairman of the General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons who shall approve the
minutes.
- Determination of whether the General Meeting has been duly
convened.
- Determination of number of members of the board of
directors.
- Determination of remuneration to the board of directors.
- Election of new member of the board of directors.
- Closing of the General Meeting.
Proposals regarding chairman of the meeting, the board of
directors and auditors (items 2, 7, 8 and 9)
The nomination committee of Orexo, which consists of
James Noble (chairman of the board),
Christian Salling (Novo Holdings A/S
and chairman of the nomination committee), Claus Berner Møller
(Arbejdsmarkedets Tillaegspension) and Patrik Walldov (Anders
Walldov, incl. indirect holding via Brohuvudet AB),
proposes:
- that Rikard Lindahl, member of
the Swedish Bar Association, from Advokatfirman Vinge, is elected
chairman of the meeting (item 2),
- that the board of directors shall continue to consist of eight
board members with no deputy members (item 7),
- that the remuneration to the members of the board of directors
and the committees resolved at Annual General Meeting on
18 April 2023 shall continue to apply
and shall, if applicable, be distributed pro rata to the chairman
and the ordinary members of the board of directors, respectively,
elected by each general meeting. Robin
Evers shall not receive the additional board fee for
acquisition of shares in Orexo (item 8), and
- that Robin Evers is elected as
new member of the board of directors for the period until the end
of next Annual General Meeting and will replace the board member
Henrik Kjær Hansen, who has announced that he will resign from the
board of directors in connection with the Extraordinary General
Meeting (item 9).
The nomination committee has been informed that Orexo's largest
shareholder, Novo Holdings A/S, intends to propose Henrik Kjær
Hansen as their representative in the nomination committee, who
will thus become the chairman of the nomination committee to be
formed ahead of the Annual General Meeting 2024, replacing
Christian Salling.
Information about the proposed new member of the board of
directors follows below.
Robin Evers (born 1970) holds a
Bachelor of Science in Molecular Biology from University of
Portsmouth and has studied management at Reading University,
Berkshire. Robin Evers has over 30
years' experience in Research and Development and is currently,
among other things, Senior Vice President and a senior executive in
the R&D leadership team of Novo Nordisk A/S (Head of Global
Regulatory Affairs & Global Safety, Medical Writing and R&D
Quality). Robin Evers has previously
been a member of the EFPIA Scientific, Technical and Regulatory
Policy Committee (STRPC), Chair of the Healthcare Council for
EuropaBio, Board member of the EuropaBio biotechnology trade
association and Director of Pfizer Development Services Ltd.
Robin Evers holds no shares in
Orexo. Robin Evers is independent in
relation to major shareholders as well as the company and its
management.
Shareholders' right to obtain information
Shareholders are reminded of their right to, at the General
Meeting, obtain information from the board of directors and CEO in
accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Shareholders who wish to submit questions in advance may do so by
sending post to Box 303, 751 05 Uppsala, Sweden or via e-mail to
lena.wange@orexo.com.
Number of shares and
votes
There are 34,710,639 shares outstanding in Orexo, corresponding
to 34,710,639 votes. As of the date of this notice, the company
holds 294,866 own shares.
Documentation
Supporting documents are available at the company's office at
Rapsgatan 7E, 754 50 Uppsala, Sweden, and on the company's website
www.orexo.se, no later than three weeks before the General Meeting.
Copies of the documents will be sent to shareholders who so request
and who inform the company of their postal address.
Processing of personal
data
For information on how your personal data is processed, see the
integrity policy that is available on Euroclear's website:
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
This notice is a translation of a
Swedish notice and in case of any deviations between the language
versions, the Swedish version shall prevail.
Uppsala, October
2nd, 2023
Orexo AB (publ)
The board of directors
For further information, please contact:
Lena Wange, IR & Communications
Director
Tel: +46 (0)18 780 88 00
E-mail: ir@orexo.com
The following files are available for download:
https://mb.cision.com/Public/694/3846498/b0fc764c26ad6218.pdf
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Orexo PR Notice of
Extraordinary General Meeting on Oct 26 Publ Oct 2 2023
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