Generic Sweden AB – Notice of the 2016 Annual General Meeting
April 8, 2016
The shareholders of Generic Sweden AB (publ) are hereby invited to the annual shareholders’ meeting on Tuesday, May 10, 2016, at 5:30 p.m. at the Waterfront Building, Klarabergsviadukten 63, in Stockholm.
RIGHT TO PARTICIPATION
Any person who is listed as a shareholder in the share register maintained by Euroclear Sweden AB as of Tuesday, May 3, 2016, and who has notified the company of their intention to attend no later than Tuesday, May 3, 2016.
Shareholders who have had their shares registered in the name of a nominee must register the shares in their own name in order to participate in the meeting. Such registration, which may be temporary, must be completed Tuesday, May 3, 2016. This means that shareholders must notify the custodian of their intention to do so well in advance of this date.
REGISTRATION FOR PARTICIPATION
Notification may be submitted in writing to Generic Sweden AB (publ), Hangövägen 18, 115 41 Stockholm (mark the envelope “Annual General Meeting”), via email to info@generic.se, by phone at 08-601 38 00, or by fax at 08-716 01 03. The registration must include name, personal or organization number, number of shares, daytime phone number, and, if applicable, the number of assistants (no more than two) intended to be brought to the meeting. If a shareholder intends to be represented by a proxy, the power of attorney and other authorization documents should be attached to the registration. A proxy form is available at www.generic.seand can also be requested from the company at the address listed above.
PROPOSED AGENDA
- Opening
- Election of a Chairperson at the Meeting
- Preparation and Approval of the Voter Register
- Approval of the Agenda
- Election of one or two tellers
- Determination of Whether the Meeting Was Duly Convened
- Presentation of the Annual Report and Auditor’s Report, as well as the Consolidated Financial Statements and the Consolidated Auditor’s Report
- Decision on
(i) adoption of the income statement and balance sheet, as well as the consolidated income statement, and
consolidated balance sheet,
(ii) allocations of the company’s net income as shown in the approved balance sheet,
and
(iii) discharge of liability for the members of the board of directors and the chief executive officer
9. Determination of the number of board members, alternate board members, auditors, and alternate auditors
10. Determination of compensation for the Board of Directors and the auditor
11. Election of the Board of Directors, the Chair of the Board, and the Auditor
12. Resolution on the Nominating Committee
13. The Board of Directors’ proposed resolution on guidelines for compensation for senior executives
14. The Board of Directors’ Proposed Resolution to Amend the Articles of Incorporation
15. Conclusion
DIVIDEND (ITEM 8 (ii))
The Board of Directors and the CEO propose that the Annual General Meeting approve a dividend of 0.30 kronor per share for the 2015 fiscal year. The proposed record date for the dividend is Thursday, May 12, 2016. If the Annual General Meeting approves the proposal, the dividend is expected to be distributed through Euroclear Sweden AB on Tuesday, May 17, 2016. The last day of trading in the company’s shares with dividend rights is Tuesday, May 10, 2016.
BOARD OF DIRECTORS, ETC. (ITEMS 2 and 9–11)
The Nominating Committee, consisting of Fredrik Svedberg (Krantz Svedberg Förvaltning AB) and Martin Gren (Grenspecialisten AB), proposes the following:
Chair of the meeting: Attorney Erik Gabrielson
The number of board members and alternates: five regular members with no alternates
Board of Directors’ compensation: unchanged at 150,000 kronor for the Chairman of the Board and 75,000 kronor each for the other members who are not employees of the company
Board of Directors: Re-election of Hans Krantz, Fredrik Svedberg, Kent-Åke Jönsson, Erik Gabrielson, and Stefan Widén (for more information, see the Nomination Committee’s proposal, which is available on the company’s website)
Number of auditors and alternate auditors: one auditor with no alternates
Auditor's Fees: billed on a running basis
Auditor: Reappointment of PricewaterhouseCoopers AB, with Magnus Brändström as lead auditor
Owners of 70 percent of the company’s shares and votes have stated that they will support the Nominating Committee’s proposals and that they intend to re-elect Hans Krantz as Chairman of the Board.
NOMINATING COMMITTEE (ITEM 12)
The Nomination Committee proposes that the Annual General Meeting authorize the Chairman of the Board to convene, based on the shareholdings as of the end of September 2016, a Nomination Committee consisting of one representative from each of the company’s three largest shareholders. The Nomination Committee shall remain in office until the next Nomination Committee has been appointed. In the event that a member of the Nomination Committee no longer represents any of the company’s three largest shareholders, the Nomination Committee may remove that member from office. In the event that a member of the Nomination Committee resigns or is removed from office, the Nomination Committee may appoint another representative of the major shareholders to replace such member. No compensation is paid for service on the Nomination Committee. However, should the Nomination Committee incur external costs for the recruitment or evaluation of members, such costs shall be reimbursed by the company. The Nomination Committee shall prepare proposals to be presented to the 2017 Annual General Meeting regarding (i) the chair of the meeting, (ii) the election of the Board of Directors, (iii) Board remuneration, (iv) auditor’s fees, (v) the election of the auditor, and (vi) the appointment of the Nomination Committee for the next Annual General Meeting.
GUIDELINES FOR COMPENSATION OF SENIOR EXECUTIVES (SECTION 13)
The Board of Directors proposes guidelines that essentially stipulate that the company shall offer total compensation in line with market conditions that enables the recruitment and retention of qualified senior executives. In addition to a fixed salary, variable compensation may be paid under specific incentive programs. Pension terms for senior executives shall be in line with market conditions and shall be based on defined-contribution pension plans. Severance pay and termination benefits shall not, in total, exceed 12 months’ salary for each executive. Variable compensation, which may not exceed 30 percent of the fixed salary, shall be determined based on pre-established targets regarding financial key performance indicators or other targets related to the executive’s areas of responsibility. Such 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.
BYLAWS (SECTION 14)
The Board of Directors proposes that the Annual General Meeting approve amendments to the Articles of Incorporation whereby the location of the Board’s registered office is changed from Nacka to Stockholm. Article 2 of the Articles of Incorporation shall then read as follows:
The Administrative Board shall have its seat in Stockholm.
DOCUMENTATION
The annual report and other supporting documentation will be made available at the company’s offices and on the company’s website, www.generic.se, no later than three weeks before the shareholders’ meeting, and will be sent to shareholders who request them and provide their mailing address. Shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
Nacka, April 2016
The Board of Directors of Generic Sweden AB (publ)