ANNUAL SHAREHOLDERS' MEETING OF GENERIC SWEDEN AB (PUBL)

The shareholders of Generic Sweden AB, 556472-3632, are hereby invited to the Annual General Meeting on May 14, 2009, at 5:30 p.m., at the Factory Conference Center, Augustendalstorget 6, Nacka Strand.

A. Right to Participate

To be eligible to participate in the Annual General Meeting, shareholders must be registered in the share register maintained by Euroclear Sweden (formerly VPC) as of May 8, 2009. Shareholders whose shares are held in a custodian’s name must, in order to be entitled to attend and exercise their voting rights at the meeting, request to be temporarily entered in the share register maintained by Euroclear Sweden. The shareholder must notify the custodian of this well in advance of that date.

Notification of attendance must be submitted to the company no later than May 8, 2009, at 4:00 p.m. Notifications may be sent by email to info@generic.se or via the website www.generic.se/anmalan. If registering by mail, send your notice to Generic Sweden AB, Box 4023, 131 04 NACKA. Mark the envelope “Annual Meeting.” You may also register by phone at 08-601 38 75.

Shareholders may bring an assistant to a shareholders’ meeting only if the shareholder has notified the company of the number of assistants (no more than two) in accordance with the provisions above.

B. Proposed Agenda

1. Election of a Chairperson for the Meeting
2. Preparation and Approval of the Voting List
3. Approval of the Agenda
4. Election of One or Two Counters
5. Determination of Whether the Meeting Has Been Duly Convened
6. Remarks by the CEO and presentation of the annual report and the auditor’s report, as well as the consolidated financial statements and the consolidated auditor’s report
7. Resolutions
a) on the adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet
b) on the appropriation of the company’s profit or loss
c) on the discharge from liability of the members of the Board of Directors and the CEO
8. Approval of fees for the Board of Directors and the auditors
9. Determination of the number of Board members and alternates, and election of Board members and alternates
10. Election of auditors
11. Resolution regarding the Nomination Committee
12. Resolution regarding guidelines for compensation to senior executives
13. Amendment to the Articles of Association
14. Adjournment of the Meeting

Election of a Chairperson at the Annual General Meeting (1)
The Nominating Committee proposes that Stig-Arne Larsson be elected Chairperson of the Annual General Meeting.

Dividend (Item 7(b))
The Board of Directors proposes that no dividend be paid.

Election of the Board of Directors and Auditors, and their compensation (items 8–10)
The Nomination Committee, represented by the four largest shareholders, consists of Lars-Åke Helgesson (representing Marinus Företagskapital i Bromma AB), Hans Nilsson (former CEO of Generic), Peder Swenman (employee of Generic), Arne Lindberg (employee of Generic), and Stig-Arne Larsson (Chairman of the Board).

The Nominating Committee proposes the following:
The number of Board members shall be 8 (eight), with no alternates.
The Nominating Committee proposes the reelection of Stig-Arne Larsson, Göran Tuvstedt, Hans Nilsson, Peder Swenman, Rickard Asp, and Arne Lindberg, as well as the election of Kenth-Åke Jönsson and Marie Reinius as new members.

Kenth-Åke Jönsson (born 1951) is a civil engineer and has previously served, among other roles, as CEO of Telub AB and Executive Vice President of SAAB AB; he has extensive experience in the defense sector.

Marie Reinius (born 1961) holds a degree in business administration and has previously held executive positions at both large and small companies; she is currently the CEO of the Swedish Private Equity and Venture Capital Association (SVCA).

It is proposed that board fees be paid in a total amount of 450,000 kronor, to be distributed such that the chair of the board receives 150,000 kronor and the other non-employee members receive 75,000 kronor each.

Auditors and Their Fees
At the 2008 Annual General Meeting, KPMG AB was elected for a four-year term, with Certified Public Accountant Birgitta Johansson Vognsen serving as the lead auditor. Since Birgitta’s term of office, in accordance with current rotation rules for auditors, expires in connection with the Annual General Meeting in the spring of 2009, KPMG AB has appointed Certified Public Accountant Anders Malmeby as the new lead auditor effective 2009. Auditors’ fees shall be paid on a running account basis.
Nomination Committee (Item 11)
The Nomination Committee proposes that, prior to the 2010 Annual General Meeting, the Nomination Committee consist of the four largest shareholders. In September 2009, they shall each appoint a representative who, together with the Chairman of the Board, shall constitute the Nomination Committee. The Chairman of the Nomination Committee shall be elected by its own members; however, the Chairman of the Board shall not serve as Chairman of the Nomination Committee. The names of the four representatives, whom they represent, and who has been appointed chair of the Nomination Committee shall be disclosed as soon as the representatives have been appointed, but, if possible, no later than six months prior to the 2010 Annual General Meeting. No special compensation shall be paid for work on the Nomination Committee.

If a shareholder who has appointed a representative to the Nomination Committee significantly reduces his or her shareholding in the Company, the representative appointed by that shareholder shall vacate his or her seat on the Nomination Committee. If a member of the Nomination Committee leaves the Committee for this or any other reason, another major shareholder shall—in consultation with the remaining members—appoint a representative to serve as a member of the Nomination Committee.

The Nominating Committee shall prepare proposals to be presented to the 2010 Annual General Meeting regarding (i) the chair of the meeting, (ii) the election of the Board of Directors, (iii) Board remuneration, (iv) auditor compensation, and (v) the appointment of the Nominating Committee for the 2011 Annual General Meeting.

Proposed resolution on guidelines for compensation to senior executives (item 12)
Compensation levels shall be in line with market conditions. In addition to a fixed salary, variable compensation under incentive programs may be offered. Pension terms shall be in line with market conditions and shall be based on defined-contribution pension plans. Termination pay and severance pay shall not, in total, exceed 12 months’ salary for each executive. Variable compensation, which may not exceed 30% of the fixed salary, shall be determined by the extent to which pre-set targets regarding financial key performance indicators or other targets for the executive’s areas of responsibility are met. The resulting compensation is paid in the form of salary or pension contributions. The Board of Directors shall have the right to deviate from these guidelines if there are special reasons for doing so in an individual case.

Amendment to the Articles of Incorporation (Item 13)
The Board of Directors’ proposal involves aligning the provision in § 8 of the Articles of Incorporation with the rules governing the notice of general meetings, which are expected to take effect prior to the 2010 Annual General Meeting. The Board of Directors proposes that § 8 of the Articles of Incorporation be amended as follows:

Current wording: “Notice of a shareholders’ meeting shall be given by publication in *Post och Inrikes Tidningar* and in *Dagens Industri*.”

Proposed wording: “Notice of a shareholders’ meeting shall be given by publication in *Post och Inrikes Tidningar* and on the company’s website. The fact that notice has been given shall be announced in *Dagens Industri*.”

The Board of Directors further proposes that the General Meeting’s resolution to amend the Articles of Association as described above be conditional upon an amendment to the procedure for convening General Meetings under the Swedish Companies Act (2005:551) having entered into force, and that the new wording of the Articles of Association be consistent with the new wording of the Swedish Companies Act.

Number of Shares and Votes
As of the record date for the right to participate in the Annual General Meeting (Thursday, May 14, 2009), the total number of shares in the company, as well as the total number of votes, amounts to 6,828,900.

Other Information
The 2008 Annual Report will be available to shareholders no later than April 10, 2009, at the company’s office, Augustendalstorget 3, 6th floor, Nacka Strand, and on the company’s website, www.generic.se. The documents will also be sent to shareholders who request them and provide their mailing address.

Welcome!

Nacka, April 2009

Board of Directors
Generic Sweden AB (publ)

wkr0003.pdf