Notice of the extraordinary general meeting in Doctrin AB

The shareholders of Doctrin AB, reg. no. 559060-1877, (the “Company“) are hereby convened to the extraordinary general meeting to be held on Friday 27 October 2023, 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 extraordinary general meeting may choose to exercise their voting rights at the extraordinary general meeting by postal voting prior to the general meeting. Your postal vote shall have been received by the Company no later than 20 October 2023.

 

The right to participate in the extraordinary 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 19 October 2023, and
  • no later than 20 October 2023 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 20 October 2023.

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 extraordinary 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 19 October 2023. 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 23 October 2023 will be taken into account in the preparation of the share register.

Shareholders who intend to be represented by proxy at the extraordinary 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 extraordinary general meeting may choose to exercise their voting rights at the extraordinary 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 Advokatfirma DLA Piper Sweden KB, Attn: Lina Westerberg, Box 7315, 103 90 Stockholm. A digital copy of the signed postal voting form shall be sent by e-mail to lina.westerberg@se.dlapiper.com. The completed and signed postal voting form shall have been received by DLA Piper no later than 20 October 2023.

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 extraordinary 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. Resolution on amendment of the articles of association
  8. Resolution on implementation of a long-term incentive program (LTIP 2024)
    • i. Resolution on implementation of a long-term incentive program for key employees, certain board members and senior executives
    • ii. Resolution on directed issue of warrants
    • iii. Resolution on approval of transfer of warrants
  1. Resolution on authorities for the board of directors to issue shares
    • a) Resolution on authority for the board of directors to issue preference D shares
    • b) Resolution on authority for the board of directors to issue new shares
  2. 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 extraordinary  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 extraordinary 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 extraordinary 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 extraordinary general meeting approves that it has been duly convened.

Item 6: Approval of the agenda
The board of directors proposes that the extraordinary general meeting approves the proposed agenda.

Item 7: Resolution to amend the articles of association
The board of directors proposes that the extraordinary general meeting resolves to amend the provisions on the limits of the share capital (§ 4), the number of shares (§ 5), the classes of shares (§ 6), payment in connection with the company’s liquidation, etc. (§ 7) and the conversion clause (§ 9) in the articles of association as follows:

Current wording

§ 4 Share capital
The share capital shall be not less than SEK 750,000 and not more than SEK 3,000,000.

§ 5 Number of shares
The number of shares shall be not less than 150,000 and not more than 600,000.

§ 6 Class of shares
Shares may be issued in five (5) series; common shares, preference A share, preference Al share, preference B share and preference C share. No more than 100 % of the total number of shares in the company can be issued from each class of shares.

Common shares, preference A shares, preference Al shares, preference B shares and  preference C shares shall entitle to one vote per share.

Preference Al shares, preference B shares and preference C shares must be issued on terms which entail that there is a difference between the said share classes.

§7 Payment in connection with the company’s liquidation, etc.

In the event of liquidation or other types of dissolution of the company, all funds available for distribution shall be distributed as follows:

  1. Firstly, the holders of preference A shares, the holders of preference Al shares, the holders of preference B shares and the holders of preference C shares pari passu shall receive an amount per share where the holders of preference A shares shall be entitled to receive an amount up to the average subscription price of preference A shares, multiplied with 0.5, where the holders of preference Al shares shall be entitled to receive an amount up to the average subscription price of preference Al shares, where the holders of preference B shares shall be entitled to receive an amount up to the average subscription price of preference B shares, and where the holders of preference C shares shall be entitled to receive an amount up to the average subscription price for preference C shares.
  2. Secondly, the holders of preference A shares and common shares, pari passu, shall receive an amount per share until the holders of preference A shares, including the amount paid to preference A shares under item 1 above, have received an amount equal to the average subscription price for preference A shares.
  3. Thirdly, the remaining assets shall be distributed among all the holders of common shares in the company on a pro-rata basis.

§ 9 Conversion clause

The holders of preference A shares, preference Al shares, preference B shares and preference C shares shall be entitled, at any time, by written request to the board of directors, to demand the company’s immediate conversion of preference A shares, preference Al shares, preference B shares and preference C shares into common shares. The conversion is completed when the registration has been made with the Swedish Companies Registration Office and the conversion must then immediately be registered in the company’s share register.

In addition, preference A shares, preference Al shares, preference B shares and preference C shares shall automatically be converted into common shares upon completion of a public offering of the common shares that entails a listing of the shares on a regulated market.

Proposed wording

§ 4 Share capital
The share capital shall be not less than SEK 1,250,000 and not more than SEK 5,000,000.

§ 5 Number of shares
The number of shares shall be not less than 250,000 and not more than 1,000,000.

§ 6 Class of shares
Shares may be issued in seven (7) series; common shares, preference A shares, preference Al shares, preference B shares, preference C shares, preference D shares and preference I shares. No more than 100 % of the total number of shares in the company can be issued from each class of shares.

Common shares, preference A shares, preference Al shares, preference B shares, preference C shares, preference D shares and preference I shares shall entitle to one vote per share.

Preference Al shares, preference B shares, preference C shares, preference D shares and preference I shares must be issued on terms which entail that there is a difference between the said share classes.

§ 7 Payment in connection with the company’s liquidation, etc.

Defined terms:

“NAV” means the company’s distributable assets after deduction of any liabilities

“NOS” means the total number of the outstanding shares in the company including the total number of the outstanding preference I shares

In the event of liquidation or other types of dissolution of the company, all funds available for distribution shall be distributed as follows:

  1. Firstly, the holders of preference I shares shall receive an amount per share equal to NAV divided by NOS.
  2. Secondly, the holders of preference D shares shall receive an amount of SEK 425 per share until all the preference D shares have received SEK 425 per share in payment.
  3. Thirdly, the holders of preference A shares, the holders of preference Al shares, the holders of preference B shares and the holders of preference C shares pari passu shall receive an amount per share where the holders of preference A shares shall be entitled to receive an amount up to the average subscription price of preference A shares, multiplied with 0.5, where the holders of preference Al shares shall be entitled to receive an amount up to the average subscription price of preference Al shares, where the holders of preference B shares shall be entitled to receive an amount up to the average subscription price of preference B shares, and where the holders of preference C shares shall be entitled to receive an amount up to the average subscription price for preference C shares.
  4. Fourthly, the holders of preference A shares and common shares, pari passu, shall receive an amount per share until the holders of preference A shares, including the amount paid to preference A shares under item 3 above, have received an amount equal to the average subscription price for preference A shares.
  5. Lastly, the remaining assets shall be distributed among all the holders of common shares in the company on a pro-rata basis.

§9 Conversion clause
The holders of preference A shares, preference Al shares, preference B shares, preference C shares, preference D shares and preference I shares shall be entitled, at any time, by written request to the board of directors, to demand the company’s immediate conversion of preference A shares, preference Al shares, preference B shares,  preference C shares, preference D shares and preference I shares to common shares. The conversion is completed when the registration has been made with the Swedish Companies Registration Office and the conversion must then immediately be registered in the company’s share register.

In addition, preference A shares, preference Al shares, preference B shares, preference C shares, preference D shares and preference I shares shall automatically be converted into common shares upon completion of a public offering of the common shares that entails a listing of the shares on a regulated market.

The board of directors, or the person appointed by the board of directors, shall have the right to make the minor adjustments in the above-mentioned resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office or otherwise for formal reasons.

 

Item 8: Resolution on implementation of a long-term incentive program (LTIP 2024)

Background

The board of directors of the Company and shareholder HealthCap VII LP propose that the extraordinary general meeting, in accordance with what is stated below, resolves on a long-term incentive program for key employees, senior executives and certain board members (through a proposal from shareholder HealthCap VII LP) in the Company to motivate them to continued long-term commitment and continued good performance as well as to increase the Company’s attractiveness as an employer.

A prerequisite for the successful execution of the Company’s business strategy (becoming profitable in 2024), preservation of its long-term interests and securing financing is that the Company is able to retain the best talents and their loyalty, and that the Company’s senior executives and certain key persons (the “Keypersons“) continue to deliver good results and to perform at a very high level. The board of directors and shareholder HealthCap VII LP consider it important and in the interest of all shareholders that the Keypersons in the Company have a long-term interest in a positive development of the Company’s development.

In light of the above, the board of directors and shareholder HealthCap VII LP propose that the extraordinary general meeting resolves to (i) introduce a long-term incentive program for the Keypersons as described below (“LTIP 2024“), (ii) carry out a directed issue of not more than 31,360 warrants and (iii) approve that the wholly-owned subsidiary Doctrin Incentive AB, which subscribes for the warrants, can transfer the warrants in order to ensure the delivery of shares to the participants in the incentive program.

Description of LTIP 2024

The long-term incentive program will comprise the following four sub-programs and is aimed at the following four groups of people:

1) Incentive Program – Replace: is aimed at those employees who have previously received stock options under the following programs:

  • Qualified employee stock option program (2018/2019)
  • Warrant program (2019/2020)
  • Employee stock option program (2021/2022)

The purpose of the sub-program Replace is to replace the options granted to the relevant employees with options that will be issued within the incentive program. Only vested options shall be replaced.

2) Incentive Program – Future: is aimed at certain key employees that the Company has identified. The employees who are entitled to participate in Incentive Program Replace as described above are also entitled to participate in this subprogram.

3) Incentive Program – Management: is aimed at the Company’s senior executives and is based on performance.

4) Incentive Program – Board: the proposal for this sub-program is initiated by shareholder HealthCap VII LP and is designed for those board members who previously have received share awards. The purpose of sub-program Board is partly to replace the share awards that the relevant board members previously have received and partly to grant new options to certain board members annually. Any new options that will not replace the existing share awards may only be issued following a decision by a general meeting.

i. Proposal for resolution on implementation of a long-term incentive program LTIP 2024 for key employees, certain board members and senior executives

The board of directors and shareholder HealthCap VII LP hereby propose that the extraordinary general meeting resolves to introduce LTIP 2024 for the Keypersons in accordance with what is mentioned above. LTIP 2024 is proposed to comprise four sub-programs as described under the heading “Description of LTIP 2024” above, of which the board of directors has proposed for sub-programs (1) Incentive Program – Replace, (2) Incentive Program – Future and (3) Incentive Program – Management and shareholder HealthCap VII LP has proposed for (4) Incentive Program Board.

ii. Proposal for resolution on a directed issue of underlying warrants for LTIP 2024

The board of directors and shareholder HealthCap VII LP hereby propose that the extraordinary general meeting resolves on a directed issue of not more than 31,360 warrants of series LTIP 2024, of which 825 warrants are designated for Incentive Program Board proposed by shareholder HealthCap VII LP (the “Warrants“). In addition, the following conditions have been proposed regarding the Warrants.

  • The right to subscribe for the Warrants shall, with deviation from the shareholders’ preferential rights, accrue to the Company’s wholly-owned subsidiary Doctrin Incentive AB (the “Subsidiary“).
  • Oversubscription cannot take place.
  • The Warrants shall be subscribed for through a separate subscription list no later than 31 October 2023. The board of directors has the right to extend the subscription period. The Warrants shall be issued to the Subsidiary free of charge.
  • Each Warrant entitles the holder to subscribe for one (1) new preference I share in the Company.
  • The subscription period for subscription of new shares by exercising the Warrants runs from and including 1 March 2024 up to and including 30 September 2034. However, the subscription may only take place between 1 March – 31 March and 1 September – 30 September during each year covered by the subscription period.
  • The subscription price upon exercise of the Warrant shall amount to the then applicable nominal value per preference I share at the time of the subscription.
  • Any share premium shall be transferred to the unrestricted premium reserve.
  • The preference I shares issued as a result of the subscription will carry rights to dividends as of the first record date for dividends that occur after registration of the share issue with the Swedish Companies Registration Office and the shares have been entered into the share register maintained by Euroclear Sweden AB.
  • The complete terms and conditions for the Warrants are set out in Appendix A.
  • The increase of the Company’s share capital will, upon exercise of the Warrants, amount to not more than SEK 130,210.932627, subject to any increase that may occur to the nominal value of the shares due to any future change in the share capital and the number of shares in the Company.
  • Any new shares which may be issued upon exercise of the Warrants are subject to the following provision in the articles of association: the conversion clause.
  • The reason for deviating from the shareholders’ preferential rights is to achieve optimal alignment of interests between the participants in LTIP 2024 and the shareholders and to promote a long-term shareholding.
  • Upon exercise of all the Warrants, a maximum of 31,360 new preference I shares may be issued, corresponding to a dilution of not more than 10 percent of the total number of shares and votes in the Company, subject to any increase that may occur to the nominal value of the shares due to any future change in the share capital and the number of shares in the Company. The dilution is calculated as the total number of new shares divided by the total number of shares after the increase in the number of shares and the total number of new votes divided by the total number of votes after the increase in the number of votes.

iii. Proposal for resolution on approval of transfer of the Warrants

The board of directors and shareholder HealthCap VII LP hereby propose that the extraordinary general meeting resolves to approve the transfer of the Warrants on the following terms:

  • The Subsidiary has the right to offer and transfer the Warrants to the Keypersons within the framework of LTIP 2024 on the terms set out in each participant’s option agreement. The 825 Warrants to be issued based on the proposal from shareholder HealthCap VII LP are also included in this item and these Warrants shall be transferred to the board members who previously have received share awards based on the proposal from shareholder HealthCap VII LP.
  • The board of directors has the right to decide on the final allotment of the Warrants. The allotment will be determined on an individual basis for the Keypersons in accordance with each participant’s option agreement within the following framework:
Category Maximum allocation (per category)
Key employees 4,135
Senior executives 26,400
The board members who  previously have received share awards 825
  • Transfer of the Warrants from the Subsidiary to the Keypersons shall be made at a price of SEK 1 per Warrant.
  • Warrants that are not transferred as above or are repurchased by the Subsidiary under any option agreement, entered into between the Subsidiary and any Keyperson, shall be retained by the Subsidiary. These Warrants shall, upon instructions from the Company’s board of directors, be offered and transferred to other Keypersons or be cancelled if the Company’s board of directors so wishes.
  • The Keypersons do not have the right to transfer the Warrants to any other party.

The resolutions pursuant to items i– iii above require amendment of the articles of association. A valid resolution pursuant to item iii must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the general meeting.

The board of directors is authorized to implement the resolutions in accordance with items i and ii above and to ensure that the board of directors of the Subsidiary carries out the transfer of the Warrants in accordance with item iii above. The board of directors is also authorized to make such minor adjustments to the resolutions of the extraordinary general meeting as may be required in connection with the registration of the Warrants with the Swedish Companies Registration Office and Euroclear Sweden AB.

 

Item 9: Resolution on authorities for the board of directors to issue shares

a) Resolution on authority for the board of directors to issue preference D shares

The board of directors proposes that the extraordinary general meeting resolves to authorize 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 on new issue(s) of preference D shares. The authorization shall be used to enable the board of directors to issue shares to the investors who participated in the convertible loan that the company has entered into with these investors in April and May 2023. The number of shares that the board of directors may issue pursuant to this authorization shall be calculated based on the total and aggregate principal amount of SEK 21,031,157 and any interest accrued on this principal amount in accordance with the convertible loan agreement. This total amount shall then be divided by the subscription price of the preference D share. The result of this division will be the maximum number of shares that can be issued by using this authorization. Payment can be made in cash, by way of set-off or with non-cash consideration.

This resolution requires amendment of the articles of association

b) Resolution on authority for the board of directors to issue new shares

The board of directors further proposes that the extraordinary general meeting resolves to authorize 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 on new issue(s) of shares. The number of shares that the board of directors may issue pursuant to this authorization shall correspond to a maximum amount of SEK 25,000,000 in the total issuance proceeds received by the company including any paid share premium. Payment can be made in cash, by way of set-off or with non-cash consideration. The authorisation shall primarily be used for financing the company and for other general corporate purposes.

This resolution requires amendment of the articles of association.

 

Documents and information

Copies of the complete proposals for the resolutions, 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 two weeks before the extraordinary 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 extraordinary general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda.

 

Stockholm

September 2023

The board of directors of Doctrin AB

 

Appendix A – Terms options

Annual Accounts 2022 (in Swedish)

Proxy form

Postal voting form

Auditor’s Opinion

Board Director’s report (in Swedish)

Doctrin AB, Correction – Proposed Articles of Association (2023-10-13)