NOTICE OF THE ANNUAL GENERAL MEETING IN DOCTRIN AB

2024-03-21

The shareholders of Doctrin AB, reg. no. 559060-1877, (the “Company“) are hereby convened to the annual general meeting to be held on Thursday 18 April 2024, at 1.00 p.m. CET at the Company’s premises, Gävlegatan 22 in Stockholm.

Shareholders who do not wish to physically participate in the annual general meeting may choose to exercise their voting rights at the annual general meeting by postal voting prior to the general meeting. Your postal vote shall have been received by the Company no later than 12 April 2024.

The right to participate in the annual general meeting and notification of participation

Shareholders who wish to participate in the general meeting shall:

  • be registered in the share register kept by Euroclear Sweden AB on 10 April 2024, and
  • no later than on 12 April 2024 either
    • submit notification of their participation in the general meeting via email to jesper.eriksson@doctrin.se, or
    • have cast their postal vote in accordance with the instructions under the heading “Postal voting” below. Your postal vote shall have been received by the Company no later than 12 April 2024.

In the notification of participation, you shall state the shareholder’s name, address, telephone number, Swedish personal identity number or company registration number and information on shareholding. If the shareholder intends to bring assistants to the general meeting, the number (no more than two) and the name of the assistant shall be notified to the Company in accordance with the above. If the shareholder is a legal entity, complete authorization documents such as certificate of registration or equivalent document shall be attached to the notification of participation.

To be entitled to participate in the annual general meeting, shareholders whose shares are nominee-registered through a bank or other nominee must temporarily re-register their shares in their own name with Euroclear Sweden AB. Shareholders requesting such re-registration shall notify their nominee well in advance of 10 April 2024. 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 12 April 2024 will be taken into account in the preparation of the share register.

Shareholders who intend to be represented by proxy at the annual general meeting shall issue a written and dated power of attorney which shall be signed by the shareholder and which, at the date 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 enclosed to the power of attorney. The original copy of the power of attorney and, where applicable, the certificate of registration or equivalent authorization documents shall be brought to the general meeting. A digital copy of the power of attorney and any authorization documents should be sent to the Company together with the notification of participation via e-mail to jesper.eriksson@doctrin.se. A proxy form is available on the Company’s website doctrin.se.

Postal voting

Shareholders who do not wish to physically participate in the annual general meeting may choose to exercise their voting rights at the annual general meeting by voting in advance, so-called postal voting, in accordance with the provisions set out in the Company’s articles of association. A special form shall be used for the postal voting. The postal voting form is available on the Company’s website doctrin.se. A original copy of the complete and signed postal voting form shall be sent by mail to Advokatfirman Vinge KB, Att: Tim Axell, Box 1703, Smålandsgatan 20, 111 87 Stockholm. A digital copy of the signed postal voting form shall be sent by e-mail to tim.axell@vinge.se. The completed and signed postal voting form shall have been received by Vinge no later than 12 April 2024.

The shareholder may not provide any instructions in the postal voting form other than by marking one of the options for each resolution item listed in the postal voting form. If the shareholder has included special instructions or conditions in the postal voting form, or amended or made additions to the printed text, the postal voting form will be regarded as invalid in its entirety. Further instructions and conditions are set out in the postal voting form which is available on doctrin.se.

Please note that shareholders whose shares are nominee-registered must re-register their shares in their own name to be entitled to vote. Further instructions regarding this procedure can be found under the heading “The right to participate in the annual general meeting and notification of participation” above. If the shareholder wishes to submit its postal voting form through proxy, an original copy of the signed and date proxy form shall be enclosed to the postal voting form. If the proxy form is issued by a shareholder who is a legal entity, a copy of the legal entity’s certificate of registration or equivalent authorization document, showing the authorized signatory, shall be enclosed to the proxy form.

Processing of personal data

For information regarding how the Company processes your personal data, please refer to the privacy policy 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 regarding the financial year 2023 and the strategy for the financial year 2024
  8. Presentation of the annual report and the auditor’s report
  9. Resolution on
    a) adopting the profit and loss statement and the balance sheetb) allocation of the Company’s result according to the adopted balance sheetc) discharge from liability for the directors of the board and the CEO
  10.  Resolution on the number of directors of the board, deputy directors and auditors
  11. Appointment of directors of the board, deputy directors, chairman of the board of directors and auditor
  12. Approval of remuneration to the board of directors and auditor
  13. Resolution on changing the articles of association
  14. .Resolution on (a) introducing a sub-program (Incentive Program – Key Employees) to LTIP 2024, (b) the issue of warrants and (c) approval of onward transfer of warrants
  15. Resolution on authorising the board to issue shares
  16. Close of the meeting

 

 

Proposals

 

Item 2: Appointment of chairman for the meeting

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

Item 3: Preparation and approval of the voting register

The board of directors proposes that the annual general meeting approves the voting register which has been established on the basis of the general meeting share register, registered shareholders participating in the general meeting as well as the postal votes received in due course.

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

The board of directors proposes that the person or the two persons proposed by the chairman of the annual general meeting be approved as the person or the persons to attest the minutes.

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.

Item 8: Presentation of the annual report and the auditor’s report

The board of directors presents the annual report and the auditor’s report for the financial year 2023 to the general meeting. These documents are available on the Company’s website doctrin.se.

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 result 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 annual general meeting resolves to discharge the members of the board of directors and the CEO from liability.

The following persons have been appointed as board members during the financial year 2023: Håkan Winberg, Henrik Brehmer, Staffan Lindstrand and Emil Billbäck. Anna-Karin Edstedt Bonamy has been the Company’s CEO during the financial year 2023.

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

It is proposed that the annual general meeting resolves that the board of directors, for the period until the next annual general meeting, shall consist of four directors and two deputy directors. It is further proposed that the annual general meeting resolves that the Company shall have one auditor.

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

The nomination committee proposes re-election of Staffan Lindstrand, Håkan Winberg, Emil Billbäck and Henrik Brehmer as the directors of the board and re-election of Marcus Nord as deputy director for the period until the next annual general meeting. The nomination committee proposes election of Johan Christenson as deputy director for the period until the next annual general meeting.Carl Kilander has informed the Company that he is not available for re-election as deputy director of the board in the Company.

The nomination committee proposes re-election of Staffan Lindstrand as the chairman of the board of directors.

It is further proposed that the annual 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 the auditor in charge.

Item 12: Approval of 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 and Emil Billbäck.

The remuneration above shall be paid in accordance with a certain Stock Option Agreement (Board) that will be entered into with Håkan Winberg and Emil Billbäck respectively. The agreement entails a right to receive the remuneration in the form of warrants that may be exercised to receive shares in the Company at a future date. The warrant right entitle the holder a right to subscribe for shares at the quote value (currently approximately SEK 4.15 per share) for a period commencing one year after the conclusion of the warrant agreement and ending seven years thereafter. One warrant entitles the holder to receive one (1) new share in the Company. It is proposed that the remuneration to Håkan Winberg shall be paid with 300 such warrants and to Emil Billbäck with 300 warrants.

It is proposed that no remuneration shall be paid to the directors of the board who do not have the right to receive warrants in accordance with the above.

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

Item 13: Resolution on adopting new articles of association

The board of directors proposes that the general meeting resolves to adopt new articles of association, which will enable general meetings to be held digitally.

Item 14: Resolution on (a) introducing a sub-program (Incentive Program – Key Employees) to LTIP 2024, (b) the issue of warrants and (c) approval of onward transfer of warrants

The Board of Directors propose that the general meeting resolves to introduce a new sub-program (Incentive Program – Key Employees) to the long-term incentive programme LTIP 2024. The board of directors further proposes that the general meeting resolves to carry out a directed issue of 12,000 warrants, in accordance with the proposal of the board. The board of directors and the shareholder HealthCap VII LP further proposes that the general meeting approves that the subsidiary Doctrine Incentive AB may transfer these warrants to the categories of persons and on the terms and conditions set out in the proposal of the board and the shareholder HealthCap VII LP.

 

Item 15: Resolution on authorising the board of directors to issue shares

The board of directors proposes that the general meeting resolves to authorise the board of directors to, until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, on one or more occasions resolve to issue new shares. Payment shall be made in cash, through set-off or in kind. The authorisation shall primarily be used to finance the company and for other general corporate purposes.

 

Documents and information

Copies of the annual report, the auditor’s report, the postal voting form and the proxy form will be available at the Company’s office (address as above) and on the Company’s website doctrin.se, no less than three weeks before the annual general meeting. Copies of the aforementioned documents can be sent to those shareholders who so request and provide their postal address or e-mail address.

Pursuant to the Swedish Companies Act (2005:551), the board of directors and the CEO shall, if a shareholder so requests and the board of directors considers that it can be effected without material harm being caused to the Company, provide information at the annual general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda and circumstances which may affect the assessment of the Company’s financial condition.

 

 

Stockholm

March 2024

The board of directors of Doctrin AB

 Doctrin AB – Notice of the annual general meeting 18 April 2024 (Eng.) 

Doctrin AB – Fullmaktsfomulär_Proxy form (AGM 2024)

Doctrin AB – Poströstningsformulär_Postal voting form (AGM 2024)

Doctrin AB – Års- & Koncernredovisning 2023 inkl. revisionsberättelse_Annual Accounts (Sw.)

Doctrin AB – Föreslagen Bolagsordning_Articles of Association (Sw.)

Villkor Teckningsoptioner_Terms and conditions of warrants (Beslut punkt 14)