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2016-03-31

DORO AB: Notice of annual general meeting 2016

Doro AB
Notice to convene annual general meeting

Notice of annual general meeting 2016

Lund, 2016-03-31 17:00 CEST (GLOBE NEWSWIRE) --

The shareholders of DORO AB (publ), Reg. No. 556161-9429, are invited to the
annual general meeting on Tuesday 3 May 2016 at 15.00 CET at Hotell Scandic
Anglais, Humlegårdsgatan 23, Stockholm.

RIGHT TO ATTEND THE MEETING

Shareholders who wish to attend the annual general meeting must be registered
in the share register maintained by Euroclear Sweden AB on Wednesday 27 April
2016, and must also notify of their intention to attend the meeting no later
than Wednesday 27 April 2016 at 12.00 (noon).

Shareholders whose shares have been registered with a nominee must, through the
bank or securities broker administering the shares, temporarily re-register
their shares in their own names with Euroclear Sweden AB in order to be
entitled to participate in the annual general meeting. Such re-registration
must have been completed not later than Wednesday 27 April 2016. A request for
re-registration must be made well in advance of this date.

NOTIFICATION OF ATTENDANCE

Notification of attendance at the annual general meeting may be made on the
company’s website www.doro.co.uk or by phone to +46771-246 400. Private
shareholders may also give notice to attend the annual general meeting by mail
to Doro AB, c/o Computershare AB, “Doro AB’s Annual General Meeting”, Box 610,
182 16 Danderyd, Sweden. This notification shall state the name of the
shareholder, personal identity number or corporate identity number, address,
number of shares held and, where applicable, the number of accompanying
assistants (at most two). Where applicable, complete documentation confirming
eligibility, such as certificates of registration or equivalent, shall be
enclosed with the notification.

PROXY

Shareholders represented by proxy shall issue a written power of attorney for
the proxy. If the power of attorney is issued on behalf of a legal entity, a
certified copy of a registration certificate or corresponding document
(“certificate”) for the legal entity shall be appended to the notification of
attendance. The power of attorney and certificate may not be more than one year
old at the date of the meeting; the period of validity of the power of attorney
may however be no more than five years, if this has been explicitly stated. The
power of attorney in original and, where applicable, the certificate, shall be
sent by post to Doro AB, c/o Computershare AB, “Doro AB’s Annual General
Meeting”, Box 610, 182 16 Danderyd, Sweden well in advance of the annual
general meeting. Proxy forms are available from the company’s website,
www.doro.co.uk.

NUMBER OF SHARES AND VOTES

As of the date of this notice the number of shares and votes in the company is
23,238,255.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

The shareholders are reminded of their right to request information in
accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw.
aktiebolagslagen).

PROPOSED AGENDA

1. Opening of the meeting,
2. Election of chairman of the meeting,
3. Preparation and approval of the voting list,
4. Approval of the agenda,
5. Election of two persons to verify the minutes,
6. Determination as to whether the meeting has been duly convened,
7. Presentation by the Managing Director/CEO,
8. Presentation of the annual report and the audit report, and the consolidated
accounts and the audit report on the consolidated accounts,
9. Decision regarding the adoption of the income statement and the balance
sheet, and of the consolidated income statement and the consolidated balance
sheet,
10. Decision regarding appropriation of the company’s profit according to the
adopted balance sheet,
11. Decision regarding the discharge from liability for the members of the
board of directors and the Managing Director,
12. Determination of the number of members of the board of directors,
13. Determination of the remuneration to each of the members of the board of
directors and the auditor,
14. Election of the members of the board of directors and the chairman of the
board of directors and the auditor,
15. The Nomination committee’s proposal regarding principles for the
appointment of the nomination committee,
16. The board’s proposal regarding authorisation to issue new shares,
17. The board’s proposal regarding authorisation to resolve on acquisition of
the company’s own shares,
18. The board’s proposal regarding remuneration guidelines for the group
management,
19. Closing of the meeting.

APPROPRIATION OF PROFIT (ITEM 10)

The board of directors proposes that the distributable assets, SEK 291,710,178,
shall be carried forward and that no dividend shall be paid.

The board of directors has decided to propose no dividend for 2015. The
background for this is that the board of directors considers that, at the
moment, the shareholder value of the company is best supported by a strong
capital base for actively developing the most recent acquisitions made,
supporting the strong organic growth demonstrated by the company with the need
of increased working capital as well as pursuing a continued active acquisition
agenda. The Board thereby prioritizes its strategy to strengthen and develop
the rapidly growing niche for telecommunication for elderly within which Doro
has taken a leading position.

THE NOMINATION COMMITTEE’S PROPOSALS (ITEMS 2, 12, 13, 14 and 15)

Prior to the annual general meeting 2016 the nomination work has been conducted
by a nomination committee consisting of Bengt Belfrage, nominated by Nordea
Investment Funds, Mark Shay nominated by Accendo Capital, Helmut Schweiger and
the chairman of the board of directors, Bo Kastensson. Bengt Belfrage is the
chairman of the nomination committee. The nomination committee has proposed the
following as regards items 2, 12, 13, 14 and 15.

Chairman of the annual general meeting: Bo Kastensson (item 2).

Remuneration of the board: The remuneration to the board of directors, until
the time of the end of the next annual general meeting, is proposed to be in
accordance with the following. The chairman shall receive SEK 450,000 and other
members not employed by the company shall receive SEK 200,000 each. No
remuneration shall be paid for committee work (item 13).

Chairman of the board and other board members: The number of board members is
proposed to be seven (7) with no deputies (item 12). The following board
members are proposed for re-election: Jérôme Arnaud, Jonas Mårtensson, Karin
Moberg, Lena Hofsberger and Henri Österlund. Bo Kastensson has decided not to
stand for re-election. Johan Andsjö och Magnus Mandersson are proposed for
election as new board members and are described below. Magnus Mandersson is
proposed to be elected as chairman of the board (item 14).

Presentation of new board members proposed for election
Magnus Mandersson is deputy CEO and Head of Global Services at Ericsson AB, and
board member of the Interogo Foundation, which is part of the IKEA Group
ownership structure. He has previously been CEO of Tele2 Europe and COO of
Millicom International S.A. and has held senior positions within IKEA in Asia
and Europe. He holds a B.Sc. in Business Administration from Lund University.
Magnus Mandersson owns no shares in Doro and is considered independent in
relation to the company and its major shareholders.

Johan Andsjö was during the period October 2012 - December 2015, Group CEO and
member of the board of the mobile operator Salt (formerly known as Orange
Switzerland). Previously, he was the CEO of Yoigo, the Telia-owned mobile
operator in Spain, and he held senior positions within Telia's mobile
operations. He holds a B.Sc. from the Royal Institute of Technology (KTH) in
Stockholm. Johan Andsjö owns no shares in Doro and is considered independent in
relation to the company and its major shareholders.

Auditors: Ernst & Young AB is proposed for re-election (item 14).

Remuneration to the auditor: It is proposed that fees to the auditors for the
period until the end of the next annual general meeting shall be paid in
accordance with invoicing approved by the company. (item 13).

Proposal regarding principles for the appointment of the nomination committee:
The nomination committee (NC) shall comprise three members that represent the
company’s largest shareholders according to number of voting rights. The
chairman of the board of Doro shall be an adjunct member of the NC.

The largest shareholders according to number of voting rights shall be
determined based on a transcript from Euroclear Sweden AB showing the
registered shareholders, as of the last trading day in September, and such
shareholders shall promptly thereafter be contacted by the company’s chairman
of the board.

In the event that any one of the three largest shareholders abstains from the
right to appoint a representative to the NC, or not within one week of the
aforementioned contact provides notice, then that right shall befall the
shareholder that has the next largest shareholding per the date above. The
names of the shareholder representatives and the names of the shareholders they
represent shall be disclosed at the latest six months before the annual general
meeting. The NC’s mandate period shall continue until a new NC is formed. The
chairman of the NC shall be, unless the NC decides otherwise, the
representative of the largest shareholder according to voting rights.

The NC shall remain unchanged unless:
(i) a representative wishes to resign prematurely, in which case such a request
shall be sent to the chairman of the NC (or, in the case of the chairman of the
NC resigning, to another representative of the NC) and the receipt of such
request implies that the request has been served,
(ii) a nominated shareholder wishes to change its representative on the NC to
another person, where such a request (containing the two relevant names) shall
be sent to the chairman of the NC (or, in the case of a change of chairman of
the NC, to another representative in the NC), and the receipt of such request
implies that the request has been served,
(iii) a nominating shareholder sells all or parts of its holding in Doro,
whereupon such shareholder no longer is one of the three largest shareholders
according to number of voting rights, in which case a new member shall be
appointed according to the same principles as set out above, or
(iv) the NC within its free judgment decides to appoint, to vacant positions in
the NC, shareholders or shareholder representatives in order for the NC to
thereby reflect the ownership of Doro.

If a NC member leaves the NC before the committee’s work is completed, the NC
shall appoint a new member according to the principles above, but using a
transcript of shareholders provided by Euroclear Sweden AB as soon as possible
after the departure of the leaving member. Changes to the NC shall be disclosed
publicly immediately.

No remuneration shall be paid to members of the NC for their work in the
committee. As needed, the company shall reimburse reasonable expenses related
to the NC’s work as well as for external consultants that the NC deems
necessary for the NC to be able to complete its work.

The NC shall provide to the annual general meeting:
(i) proposal of chairman at the annual general meeting,
(ii) proposal of board of directors,
(iii) proposal of chairman of the board of directors,
(iv) proposal of remuneration to the board of directors, allocated among the
chairman of the board of directors, board members, and any compensation for
committee work,
(v) proposal of company auditor or auditors, and proposal of compensation to
the auditor(s) (item 15).

THE BOARD’S PROPOSAL REGARDING AUTHORISATION TO RESOLVE TO ISSUE NEW SHARES
(ITEM 16)

The board proposes that the annual general meeting authorises the board to, on
one or several occasions and for the period until the next annual general
meeting, resolve on ne...

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