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
- Opening of the meeting
- Appointment of chairman for the meeting
- Preparation and approval of the voting register
- Election of one or two persons to attest the minutes
- Examination of whether the meeting has been duly convened
- Approval of the agenda
- Statement of the financial year 2021 and the strategy for the financial year 2022 8. Presentation of annual report and the auditor’s report
- Resolution on
- a) adopting the profit and loss statement and the balance sheet
- 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
- 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
- Resolution on remuneration to the board of directors and auditor
- Resolution to adopt new articles of association
- 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.