Notice of the 2023 Annual General Meeting of Generic Sweden AB
April 17, 2023
NOTICE OF THE ANNUAL SHAREHOLDERS' MEETING
The shareholders of Generic Sweden AB (publ) are hereby invited to the Annual General Meeting on Tuesday, May 16, 2023, 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 Monday, May 8, 2023, and who has notified the company of their intention to attend no later than Wednesday, May 10 May 2023.
Shareholders whose shares are held in a nominee account—through a bank or other nominee—must re-register the shares in their own name in order to be entitled to participate in the shareholders’ meeting. Such re-registration, which may be temporary, must be completed by Monday, May 8, 2023, which means that shareholders wishing to re-register their shares must notify the custodian of this well in advance of that date. Re-registrations made no later than the second banking day following May 8, 2023, will be taken into account when preparing the share register.
REGISTRATION FOR PARTICIPATION
Notification may be submitted in writing to Generic Sweden AB (publ), Box 190, 101 23 Stockholm (mark the envelope “Annual General Meeting”), via email to info@generic.se, by phone at 08-601 38 00, or by fax at 010-150 38 00. 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) the adoption of the income statement and balance sheet, as well as the consolidated income statement, and
consolidated balance sheet,
(ii) allocation of the company’s net income in accordance with the adopted balance sheet,
and
(iii) discharge from liability for the members of the Board of Directors and the CEO - 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
DIVIDEND (ITEM 8 (ii))
The Board of Directors and the CEO propose that the Annual General Meeting approve a dividend of 1.25 kronor per share for the 2022 fiscal year. The proposed record date for the dividend is Friday, May 19, 2023. If the Annual General Meeting approves the proposal, the dividend is expected to be distributed through Euroclear Sweden AB on Wednesday , May 24, 2023. The last day of trading in the company’s shares with dividend rights is Tuesday, May 16, 2023.
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.
Number of Board Members and Alternates: Six regular members without alternates.
Board of Directors’ Fees: 200,000 kronor to the chairman of the board and 100,000 kronor each to the other members of the board who are not employees of the company.
Board of Directors: Re-election of Hans Krantz, Kent-Åke Jönsson, Stefan Widén, Bengt-Arne Molin, and Erik Ivarsson, and election of Johanna Berlinde.
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 53 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.
Johanna Berlinde, born in 1970, holds a degree in Business Administration from Jönköping University. She currently serves as Group CEO and CEO of Audio Group and Audico Holding Oy, as well as a member of the board of directors of Waystream AB and Waystream Holding AB.
NOMINATING COMMITTEE (ITEM 12)
The Nominating Committee proposes that the Annual General Meeting authorize the Chairman of the Board to convene, based on the shareholding structure as of the end of September 2023, a Nominating 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 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 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 2024 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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DOCUMENTATION, ETC.
The annual report and other supporting documentation will be available at the company’s office, 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. Shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
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 2023
The Board of Directors of Generic Sweden AB (publ)