Notice of the 2021 Annual General Meeting of Generic Sweden AB
April 13, 2021
NOTICE OF THE ANNUAL SHAREHOLDERS' MEETING
The shareholders of Generic Sweden AB (publ) are hereby called to the annual shareholders' meeting on Wednesday, May 19, 2021. Due to the coronavirus pandemic, the meeting will be conducted via advance voting in accordance with temporary legal provisions. Therefore, no meeting will be held at which shareholders may attend in person or by proxy.
RIGHT TO PARTICIPATION
A shareholder who wishes to participate in the meeting must be listed as a shareholder in the share register maintained by Euroclear Sweden AB as of Monday, May 10, May 2021 and must register for the meeting no later than Tuesday, May 18, 2021 by casting their advance vote in accordance with the instructions in the section “Advance Voting” below, so that the advance vote is received by the company no later than date.
To be entitled to participate in the meeting, a shareholder who has had their shares registered in the name of a nominee must, in addition to registering for the meeting, have the shares registered in their own name so that the shareholder is entered in the share register as of Monday, May 10, 2021. Such registration may be temporary (known as “voting rights registration”) and must be requested from the nominee in accordance with the nominee’s procedures, at least as far in advance as the nominee determines. Voting rights registrations made no later than the second banking day following Monday, May 10, 2021, will be taken into account when compiling the share register.
EARLY VOTING
Shareholders may exercise their voting rights at the meeting only by voting in advance, known as “mail-in voting,” in accordance with Section 22 of the Act (2020:198) on Temporary Exceptions to Facilitate the Conduct of Corporate and Association Meetings. A special form must be used for advance voting. The form is available at www.generic.se. The advance voting form serves as registration for the meeting. The completed form must be received by the company no later than Tuesday, May 18, 2021. The completed form should be sent to Generic Sweden AB (publ), Box 190, 101 23 Stockholm (mark the envelope “Annual General Meeting”). Completed forms may also be submitted electronically and should then be sent by fax to 010-150 38 00 or via email to info@generic.se. If a shareholder votes in advance through a proxy, a power of attorney must be attached to the form. Proxy forms are available on the company’s website, www.generic.se, and will be sent free of charge to shareholders who request it and provide their mailing address. If the shareholder is a legal entity, a certificate of incorporation or other document of authority must be attached to the form. Shareholders may not include specific instructions or conditions with their advance vote. If they do, the vote (i.e., the advance vote in its entirety) is invalid. Additional instructions and conditions are set forth on the advance voting form.
PROPOSED AGENDA
- Election of a Chairperson at the Meeting
- Election of one or two tellers
- Preparation and Approval of the Voter Register
- Approval of the Agenda
- 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
- Determination of the number of board members, alternate board members, auditors, and alternate auditors
- Determination of Remuneration for the Board of Directors and the Auditor
- Election of the Board of Directors, the Chair of the Board, and the Auditor
- Resolution on the Nominating Committee
- Resolution to Amend the Articles of Incorporation
VERIFIERS (ITEM 2)
Hans Krantz and Martin Gren are proposed as tellers; if either or both of them are unable to serve, the person or persons designated by the board shall serve in their place. The tellers’ duties also include verifying the voting roster and ensuring that the advance votes cast are correctly recorded in the minutes.
VOTING PERIOD (SECTION 3)
The voting list proposed for approval under item 3 on the agenda is the voting list prepared by Generic, based on the shareholder register for the Annual General Meeting and the advance votes received, and verified by the persons responsible for verifying the minutes.
DIVIDEND (ITEM 7 (ii))
The Board of Directors and the CEO propose that the Annual General Meeting approve a dividend of 0.80 kronor per share for the 2020 fiscal year. Friday, May 21, 2021, is proposed as the record date for the dividend. If the Annual General Meeting approves the proposal, the dividend is expected to be distributed through Euroclear Sweden AB on Wednesday, May 26, 2021. The last day of trading in the company’s shares with dividend rights is Wednesday, May 19, 2021.
BOARD OF DIRECTORS, ETC. (ITEMS 1 AND 8–10)
The Nomination Committee, consisting of Martin Gren (representing Grenspecialisten AB), Hans Krantz (representing KH Förvaltning AB and HAG Förvaltning AB), and Fredrik Svedberg (representing Nonac Förvaltning AB), proposes the following:
Chair of the Meeting: Attorney Christian Lindhé or, if he is unable to attend, the person designated by the board in his place.
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 non-employee members of the Board.
Board of Directors: Re-election of Hans Krantz, Fredrik Svedberg, Kent-Åke Jönsson, Stefan Widén, and Bengt-Arne Molin.
Number of auditors and alternate auditors: one auditor with no alternates.
Auditor's fees: billed on a running basis.
Auditor: Reappointment of PricewaterhouseCoopers AB (Christian Lamrin is designated as the lead auditor).
Shareholders representing approximately 60 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 11)
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 2021, a Nomination Committee consisting of one representative from each of the company’s three largest shareholders. The Chair shall be elected by the members of the Nomination Committee. 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 one 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 dismissed, the Nomination Committee may appoint another representative of the major shareholders to replace such member. No compensation is paid for work on the Nomination Committee. However, in the event that the Nomination Committee incurs 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 2022 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.
RESOLUTION TO AMEND THE BYLAWS (ITEM 12)
The Board of Directors proposes that the Annual General Meeting resolve to amend the Articles of Incorporation, as a result of changes in the law, as follows:
Current wording:
1. COMPANY NAME
The company's name is Generic Sweden AB (publ).
8. NOTICE OF MEETING
Notice of a shareholders’ meeting shall be given through an announcement in *Post- och inrikes Tidningar* and on the company’s website. The fact that notice has been given shall be announced in *Dagens Industri*. To participate in the shareholders’ meeting, shareholders must notify the company of their intention to attend by 4:00 p.m. on the date specified in the notice of the meeting. This date may not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and may not fall earlier than the fifth business day prior to the meeting. Shareholders may bring an assistant to the shareholders’ meeting only if the shareholder has notified the company of such assistants (no more than two) in accordance with the provisions of the preceding paragraph.
12. AUDIT RESERVATIONS
The company's shares shall be registered in a securities register in accordance with the Act (1998:1479) on the Accounting of Financial Instruments.
Proposed wording:
1. COMPANY COMPANY NAME
The company's company company name is Generic Sweden AB (publ).
8. NOTICE OF MEETING
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*. To participate in the shareholders’ meeting, shareholders must notify the company of their intention to attend before 4:00 p.m. most recently the date specified in the notice of the meeting. This date may not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve, or New Year’s Eve, and may not fall earlier than the fifth business day prior to the meeting. Shareholders may bring an assistant to a shareholders’ meeting only if the shareholder has notified the company of such assistants (no more than two) in accordance with the provisions of the preceding paragraph.
12. AUDIT RESERVATIONS
The company’s shares shall be registered in a securities register in accordance with the Act (1998:1479) on Central Securities Depositories and the Accounting of Financial Instruments.
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QUESTIONS AND SHAREHOLDERS' RIGHT TO RECEIVE INFORMATION
At the Annual General Meeting, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors deems that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation, as well as the company’s relationship with other group companies. Requests for such information must be submitted via email to info@generic.se or by mail to Generic Sweden AB (publ), Box 190, 101 23 Stockholm, no later than Sunday, May 9, 2021. The information will be made available at the company’s office and on its website no later than Friday, May 14, 2021. The information will also be sent within the same timeframe to shareholders who have requested it and provided their address.
DOCUMENTATION
The annual report and other supporting documentation will be available at the company’s office at Klarabergsviadukten 63,Stockholm and on the company’s website, www.generic.se, no later than three weeks before the meeting and will be sent free of charge to shareholders who request them and provide their mailing address. The documents are made available by being kept accessible as described above. The shareholder register for the meeting will also be made available at the company’s office at the address listed above.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB’s website at www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf. Generic Sweden AB (publ) has corporate registration number 556472-3632 and is headquartered in Stockholm.
Stockholm, April 2021
The Board of Directors of Generic Sweden AB (publ)