Notice of the 2022 Annual General Meeting of Generic Sweden AB
April 19, 2022
NOTICE OF THE ANNUAL SHAREHOLDERS' MEETING
The shareholders of Generic Sweden AB (publ) are hereby invited to the annual shareholders’ meeting on Wednesday, May 18, 2022, at 5:30 p.m. at the Waterfront Building, Klarabergsviadukten 63 in Stockholm. In order to reduce the risk of the spread of COVID-19, the Board of Directors has decided that shareholders may also exercise their voting rights at the Annual General Meeting through advance voting, in accordance with temporary legal provisions.
RIGHT TO PARTICIPATION
Attendance at the meeting venue
Shareholders who wish to attend the meeting in person or by proxy must:
- on the one hand be listed in the share register maintained by Euroclear Sweden AB as of Tuesday, May 10, 2022, and
- and register for the meeting no later than Thursday, May 12, 2022, by mail to Generic Sweden AB (publ), Box 190, 101 23 Stockholm (mark the envelope “Annual General Meeting”), by email to info@generic.se, by phone at 08-601 38 00, or by fax at 010-150 38 00.
In the notice, shareholders must provide their name, personal or organization number, number of shares, daytime phone number, and, if applicable, the number of assistants (no more than two) they intend to bring to the meeting. If the shareholder is represented by a proxy, a power of attorney must be attached to the registration. A power of attorney form is available on the company’s website at www.generic.se. If the shareholder is a legal entity, a certificate of registration or other document of authority must be attached to the registration. To facilitate registration at the meeting, the power of attorney, certificate of registration, and other documents of authority should be received by the company at the above address no later than Tuesday, May 17, 2022.
Participation through early voting
Shareholders who wish to participate in the Annual General Meeting by voting in advance must:
- and be listed in the share register prepared by Euroclear Sweden AB as of Tuesday, May 10, 2022, and
- and register by Tuesday, May 17, 2022, by casting their advance vote in accordance with the instructions below, so that the advance vote is received by Generic Sweden AB (publ) no later than that date.
Anyone who wishes to attend the meeting in person or by proxy must register as described under “Attendance at the Meeting Venue ” above. This means that registering solely by advance voting is not sufficient for those who wish to attend the meeting in person.
A special form must be used for advance voting. The advance voting form is available on the company's website www.generic.se. Completed and signed advance voting forms may be mailed to Generic Sweden AB (publ), Box 190, 101 23 Stockholm (mark the envelope “Annual Meeting”). Completed forms may also be submitted electronically and should then be sent by fax to010-150 38 00 or via email to info@generic.se. Completed forms must be received by Generic Sweden AB (publ) no later than Tuesday, May 17, 2022. Shareholders may not include any special instructions or conditions with their advance vote. If this occurs, the advance vote will be invalid in its entirety. Additional instructions and conditions are set forth in the advance voting form.
If a shareholder votes in advance through a proxy, a power of attorney must be attached to the advance voting form. A power of attorney form is available on the company’s website, www.generic.se. If the shareholder is a legal entity, a certificate of registration or other document of authority must be attached to the advance voting form. If a shareholder has cast an advance vote and subsequently attends the Annual General Meeting in person or through a proxy, the advance vote remains valid unless the shareholder participates in a vote during the meeting or otherwise revokes the advance vote cast. If the shareholder chooses to participate in a vote during the meeting, the vote cast will replace the previously submitted advance vote on that item.
HOLDINGS REGISTERED WITH A TRUSTEE
To be eligible to participate in the meeting, a shareholder whose shares are held in a nominee’s name must, in addition to registering for the meeting, have the shares registered in his or her own name so that the shareholder is entered in the share register as of Tuesday, May 10, 2022. Such registration may be temporary (so-called “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 after Tuesday May 10 May 2022 will be taken into account when preparing the share register.
PROPOSED AGENDA
- Opening
- 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) approval 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 adopted 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
- Conclusion
VERIFIERS (ITEM 3)
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 4)
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 8 (ii))
The Board of Directors and the CEO propose that the Annual General Meeting approve a dividend of 1.00 kronor per share for the 2021 fiscal year. The proposed record date for the dividend is Friday, May 20, 2022. If the Annual General Meeting approves the proposal, the dividend is expected to be distributed through Euroclear Sweden AB on Wednesday , May 25, 2022. The last day of trading in the company’s shares with dividend rights is Wednesday, May 18, 2022.
BOARD OF DIRECTORS, ETC. (ITEMS 2 AND 9–11)
The Nominating Committee, consisting of Hans Krantz (representing KH Förvaltning AB and HAG Förvaltning AB), Emil Hjalmarsson (representing Grenspecialisten AB), and John Löfström, 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, Kent-Åke Jönsson, Stefan Widén, and Bengt-Arne Molin, and election of Erik Ivarsson. Fredrik Svedberg has declined re-election.
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.
Erik Ivarsson, born in 1992 , holds a Bachelor of Business Administration from Lund University and works as an analyst at AB Grenspecialisten. Erik Ivarsson does not hold any positions at other companies.
NOMINATING COMMITTEE (ITEM 12)
The Nomination Committee proposes that the Annual General Meeting instruct the Chairman of the Board to convene, based on the shareholding structure as of the end of September 2022, 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 2023 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.
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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 may be submitted via email to info@generic.se or by mail to Generic Sweden AB (publ), Box 190, 101 23 Stockholm.
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 presented by being made available as described above. The shareholder register for the general 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 in April 2022
The Board of Directors of Generic Sweden AB (publ)