Notice of Annual General Meeting in Doctrin AB

The shareholders of Doctrin AB, reg. no. 559060-1877, (“Company“) are hereby convened to the  annual general meeting on Thursday, 7 April 2022 kl. 16:00 at the Company’s premises, Sankt  Eriksgatan 121D in Stockholm. 

The right to participate at the annual general meeting 

Shareholders who wish to participate at the annual general meeting shall be registered in the share  register kept by Euroclear Sweden AB on the record day, 30 March 2022. 

To be entitled to participate in the annual general meeting, shareholders with nominee-registered  shares through a bank or other nominee must register their shares in their own name with Euroclear  Sweden AB (so-called voting rights registration). Shareholders requesting such registration should  notify their nominee well in advance of Wednesday, 30 March 2022. Voting rights registration that  has been requested by the shareholder at such time that the registration has been completed by the  nominee no later than on Friday, 1 April 2022 will be taken into account in the preparation of the  share register.  

Notice and proxy 

Due to practical reasons, it would be appreciated if the shareholders who intend to participate in  person at the annual general meeting give notice of this to the Company through e-mail to jesper.eriksson@doctrin.se no later than 1 April 2022 at 16.00. 

When giving notice, please state your name, address, telephone number, personal ID number or  registration number, shareholding and, when applicable, information about the attendance of any  assistants (no more than two) intended to be brought to the general meeting. When applicable, e.g.  for a legal entity, complete authorization documents such as a certificate of registration or the  equivalent should be attached to the notice. 

Shareholders represented by proxy shall issue a written and dated power of attorney signed by the  shareholder, which at the day of the general meeting must not be older than five years. If the power  of attorney has been issued by a legal entity, a copy of the certificate of registration or equivalent  authorization documents, showing the authorized signatory, must be attached. The original power of  attorney and, where applicable, a certified hard copy of the certificate of registration should be sent  well in advance of the general meeting by post to the Company on address as below or be brought to  the general meeting. Power of attorney forms are available here. 

Postal voting 

Shareholders may exercise their voting rights at the annual general meeting by voting in advance,  so-called postal voting in accordance with the Act (2020:198) on temporary exceptions to facilitate  the execution of general meetings in companies and other associations. A special form should be  used for the postal voting. The postal voting form is available here. 

A completed and signed postal voting form can be submitted by post to DLA Piper, Attn: Clara  Jarbrand, Box 7315, 103 90 Stockholm or by e-mail to clara.jarbrand@se.dlapiper.com. A  completed form must be received by DLA Piper on Wednesday, 6 April 2022, at the latest. 

The shareholder may not provide any other instructions than marking the response alternatives in the  postal voting form. If the shareholder has included special instructions or conditions, or supplemented or amended the pre-printed text, the postal vote will be invalid. Further instructions  and terms are set out in the postal voting form.  

Please note that shareholders with nominee-registered shares must register their shares in their own  name to be entitled to vote. Further instructions on this can be found under the heading “The right to  participate at the annual general meeting etc.” above. 

Processing of personal data 

For information on how the Company processes your personal data, please see the integrity policy  which is available on Euroclear Sweden AB’s website: 

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. 

Proposed agenda 

  1. Opening of the meeting 
  2. Appointment of chairman for the meeting 
  3. Preparation and approval of the voting register 
  4. Election of one or two persons to attest the minutes 
  5. Examination of whether the meeting has been duly convened 
  6. Approval of the agenda 
  7. Statement of the financial year 2021 and the strategy for the financial year 2022 8. Presentation of annual report and the auditor’s report 
  8. Resolution on 
  9. a) adopting the profit and loss statement and the balance sheet 
  10. b) allocation of the Company’s profit or loss according to the adopted balance sheet c) discharge from liability for the directors of the board and the CEO 
  11. Resolution on the number of directors of the board, deputy board members and auditors 11. Appointment of directors of the board, deputy board members, chairman of the board of  directors and auditor 
  12. Resolution on remuneration to the board of directors and auditor 
  13. Resolution to adopt new articles of association 
  14. Close of the meeting 

Proposals 

Item 2: Appointment of chairman for the meeting 

The board of directors proposes that Håkan Winberg is appointed chairman of the annual general  meeting, and if he is unavailable, the person the board of directors appoints. 

Item 3: Preparation and approval of the voting register 

The board of directors proposes that the voting register, which will be established on the basis of the  postal votes received in due course and the shareholders who participate in person and are included  in the Company’s share register as of the record date, is approved as the voting register at the  meeting. 

Item 4: Election of one or two persons to attest the minutes 

The board of directors proposes that the annual general meeting elects one or two persons to attest  the minutes, proposed by the chairman. 

Item 5: Examination of whether the meeting has been duly convened 

The board of directors proposes that the annual general meeting approves that it has been duly  convened. 

Item 6: Approval of the agenda 

The board of directors proposes that the annual general meeting approves the proposed agenda  included in the notice.

Item 9.a): Resolution on adopting the profit and loss statement and the balance sheet The board of directors proposes that the profit and loss statement and the balance sheet are approved  by the annual general meeting 

Item 9.b): Resolution on allocation of the Company’s profit according to the adopted balance  sheet  

The board of directors proposes that all funds at the disposal of the annual general meeting be  carried forward. 

Item 9.c): Resolution on discharge from liability for the directors of the board and the CEO  The board of directors proposes that the general meeting resolves to discharge the members of the  board of directors and the CEO from liability.  

The following persons have been board members during the financial year 2021: Håkan Winberg,  Henrik Brehmer, Staffan Lindstrand, Renée Robinson Strömberg (the entire financial year) and Emil  Billbäck (from 11 August 2021) and Magnus Liungman (from 1 January 2021 until 22 July 2021).  The CEO has been Anna-Karin Edstedt Bonamy (the entire financial year) and Carlos Lorente has  been deputy CEO (1 January 2021 until 18 June 2021).  

Item 10: Resolution on the number of directors of the board, deputy board members and  auditors 

It is proposed that the general meeting resolves that the board of directors, for the period until the  next annual general meeting, shall consist of five board members and two deputies. Furthermore it is  proposed that the general meeting resolves to have one auditor. 

Item 11: Appointment of directors of the board, deputy board members, chairman of the  board of directors and auditor 

The nomination committee proposes re-election of Håkan Winberg, Emil Billbäck, Henrik Brehmer,  Staffan Lindstrand and Renée Robinson Strömberg as directors of the board and re-election of Carl  Kilander and Marcus Nord as deputy board members for the period until the next annual general  meeting.  

The nomination committee proposes re-election of Håkan Winberg as chairman of the board of  directors. 

It is further proposed that the general meeting, for the period until the next annual general meeting  has been held, re-elects Baker Tilly Mapema Aktiebolag as the Company’s auditor. Baker Tilly  Mapema Aktiebolag has declared that if the annual general meeting resolves in accordance with the  proposal, Staffan Zander will be appointed as auditor in charge. 

Item 12: Resolution on remuneration to the board of directors and auditor It is proposed that remuneration shall be paid to the following directors of the board: Håkan  Winberg, Emil Billbäck and Renée Robinson Strömberg.  

The remuneration above shall be paid in accordance with a certain share award agreement that will  be entered into with Håkan Winberg, Emil Billbäck and Renée Robinson Strömberg respectively.  The agreement entails a right to receive the remuneration in the form of share awards that may be  exercised to receive shares in the Company at a future date. The share right gives the holder the right  to subscribe for shares at the quote value (currently approximately SEK 4.15 per share) for a period  commencing one year after entering the share award agreement and ending seven years thereafter.  One share award entitles the holder to receive one (1) new share in the Company. It is proposed that  remuneration to Håkan Winberg shall be paid through 150 such share awards, and to Emil Billbäck  and Renée Robinson Strömberg with 100 such share awards respectively.

Furthermore, it is proposed that up to SEK 100,000 may be distributed equally between two  directors of the board in a certain committee, the commercial committee. 

It is proposed that no board remuneration shall be paid to directors of the board who neither receive  share awards in accordance with the first paragraph of this resolution item nor are part of the  commercial committee. 

It is further proposed that remuneration to the auditor shall be paid in accordance with current  approved account. 

Item 13: Resolution to adopt new articles of association 

The board of directors proposes that the general meeting resolves to introduce two new articles as §  13 and § 14 in the Company’s articles of association as follows: 

  • 13 Participation in general meetings 

Shareholders who wish to participate in general meetings must notify the company no later than the  date specified in the notice of the general meeting. This day must not be a Sunday, other public  holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and not be earlier than the  number of days before the general meeting prescribed by the Swedish Companies Act (2005:551). 

  • 14 Collection of proxy forms and postal voting 

The board of directors may collect proxy forms in accordance with the procedure specified in  Chapter 7 Section 4 subsection 2 of the Swedish Companies Act (2005:551). 

Before a general meeting, the board of directors may decide that the shareholders shall be able to  exercise their voting rights by mail in accordance with Chapter 7 Section 4 a of the Swedish  Companies Act (2005:551). 

Furthermore, it is proposed to renumber subsequent paragraphs of the articles of association and  minor editorial amendments. 

The board of directors, or the person appointed by the board of directors, shall be entitled to make  the minor amendments to the above decisions that may prove necessary in connection with  registration of the decision with the Swedish Companies Registration Office or otherwise for formal  reasons. 

A valid resolution by the general meeting requires that shareholders holding no less than two-thirds  (2/3) of both the votes cast and the shares represented at the general meeting vote in favour of the  proposal. 

Documents and information 

Copies of the annual report, auditor’s report and the proposed articles of association will be available  at the Company’s office, address as above, and on the Company’s website, https://doctrin.se/, no less  than three weeks before the general meeting. Copies of the aforementioned documents will be sent  to those shareholders who so request and submit their postal address or e-mail address and will also  be available at the general meeting. 

The board of directors and the CEO shall, if a shareholder so requests and the board of directors  considers that such may take place without significant harm to the Company, provide information  regarding any circumstances that may affect the assessment of a matter on the agenda and  circumstances that may affect the assessment of the Company’s financial situation. 

Stockholm 

March 2022 

The board of directors of Doctrin AB

Power of attorney form
Postal voting form

For information in Swedish, including more documents, click here.