Notice of the 2026 Annual General Meeting of Generic Sweden AB
April 10, 2026
NOTICE OF THE ANNUAL SHAREHOLDERS' MEETING
The shareholders of Generic Sweden AB (publ) are hereby invited to attend the Annual General Meeting on Wednesday, May 13, 2026, at 5:00 p.m. at Generic on Level 2/United Spaces in the Waterfront Building, Klarabergsviadukten 63, Stockholm.
RIGHT TO PARTICIPATION
The right to participate in the meeting is granted to anyone who is listed as a shareholder in the share register maintained by Euroclear Sweden AB as of Tuesday, May 5, 2026, and who has notified the company of their intention to participate no later than Thursday, May 7, 2026.
Shareholders whose shares are held in a nominee account through a bank or other nominee must, in addition to registering for the meeting, have the shares registered in their own name so that they are included in the share register as of Tuesday, May 5, 2026. Such registration may be temporary (known as “voting rights registration”) and must be requested from the custodian in accordance with the custodian’s procedures, at least as far in advance as the custodian determines. Voting rights registrations completed by the custodian no later than Thursday, May 7, 2026, will be taken into account when compiling the shareholder register.
REGISTRATION FOR PARTICIPATION
Notification may be submitted in writing to Generic Sweden AB (publ), Box 190, 101 23 Stockholm (mark the envelope “Annual Meeting”), or via email to ir@generic.se or by phone at 08-601 38 00. The registration must include the shareholder’s name, personal or organization number, number of shares, daytime phone number, and, if applicable, the number of assistants (no more than two) the shareholder intends to bring to the meeting. If a shareholder intends to be represented by a proxy, a power of attorney and other authorization documents should be attached to the registration. A proxy form is available at www.generic.se, and 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
- Resolutions regarding
(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) the discharge of the members of the Board of Directors and the Chief Executive Officer from liability - 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 Principles and Guidelines for the Nominating Committee
- Resolution to Amend the Articles of Incorporation
- Resolution Authorizing the Board of Directors to Decide on a New Issuance of Shares
- Resolution Authorizing the Board of Directors to Decide on the Acquisition and Sale of the Company's Own Shares
- Conclusion
DIVIDEND (ITEM 8 (ii))
The Board of Directors and the CEO propose that the Annual General Meeting approve a dividend of 1.75 kronor per share for the 2025 fiscal year. The proposed record date for the dividend is Monday, May 18, 2026. If the Annual General Meeting approves the proposal, the dividend is expected to be distributed through Euroclear Sweden AB on Thursday, May 21, 2026. The last day of trading in the company’s shares with dividend rights is Wednesday, May 13, 2026.
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 Sofia Sahlberg (representing JCE Group Aktiebolag), proposes the following:
Chair of the meeting: Attorney Christian Lindhé.
The number of board members and alternates: five regular members with no alternates.
Board of Directors’ compensation: SEK 200,000 (unchanged) to the Chairman of the Board and SEK 100,000 (unchanged) to each of the other members who are not employees of the company.
Board of Directors: Re-election of Hans Krantz, Bengt-Arne Molin, Erik Ivarsson, Johanna Berlinde, and Johan Martinsson for the term until the next annual shareholders’ meeting, with Erik Ivarsson serving as Chairman of the Board. Stefan Widén has declined re-election as a member of the Board.
Number of auditors and alternate auditors: one auditor with no alternates.
Auditor's fees: billed on a running basis.
Auditor: Reappointment of Öhrlings PricewaterhouseCoopers AB (Christian Lamrin is designated as the principal auditor).
The company's major shareholders have stated that they will support the Nominating Committee's proposals, including the proposal to elect Erik Ivarsson as Chairman of the Board.
NOMINATING COMMITTEE (ITEM 12)
The Nominating Committee proposes that the Annual General Meeting adopt the following principles for the appointment of the Nominating Committee and the terms of reference for the Nominating Committee, to remain in effect until the General Meeting decides otherwise.
The Nomination Committee shall consist of representatives of the three largest shareholders or shareholder groups in terms of voting rights (this refers to both directly registered shareholders and nominee-registered shareholders) according to Euroclear Sweden AB’s extract from the share register as of the last trading day in August of the current year and other reliable information provided to the company at that time. These shareholders shall each appoint one representative to serve on the Nomination Committee until a new Nomination Committee is appointed. The Chairman of the Board shall serve as an ex officio member of the Nomination Committee.
The Chair of the Board is responsible for convening the Nomination Committee for its first meeting. If a Nomination Committee consisting of three members appointed by shareholders cannot be convened after contacting the ten largest shareholders or shareholder groups in the company in terms of voting rights, the Nomination Committee may consist of two members appointed by shareholders and the Chair of the Board (as an adjunct member). A majority of the Nomination Committee’s members must be independent of the company and its management. At least one member of the Nomination Committee must be independent of the company’s largest shareholder by voting rights or of any group of shareholders acting in concert regarding the company’s management. The CEO or any other member of management may not serve as a member of the Nomination Committee.
The Nomination Committee shall appoint a chairperson from among its members. Unless the members agree otherwise, the chairperson of the Nomination Committee shall be the member appointed by the shareholder or group of shareholders with the largest number of votes. The Chair of the Board or any other Board member shall not serve as Chair of the Nomination Committee. The composition of the Nomination Committee shall be announced no later than six months prior to the Annual General Meeting.
A shareholder who has appointed a member to the Nomination Committee has the right to remove such member and appoint a new member to the Nomination Committee. In the event that a member of the Nomination Committee resigns or is unable to perform his or her duties, the remaining members, from among the company’s shareholders, shall be able to appoint a suitable replacement to the Nomination Committee for the remainder of the term of office. A member of the Nomination Committee shall vacate their seat on the Nomination Committee if the shareholder who appointed that member is no longer one of the three largest shareholders or shareholder groups in the company, after which the next shareholder or shareholder group in order of size shall be offered the opportunity to appoint a member. However, unless there are special reasons, no changes shall be made to the composition of the Nomination Committee if only minor changes in the number of votes have occurred or if the change occurs later than two months before the Annual General Meeting. Once the Nomination Committee has been constituted, its composition shall be published on the company’s website. Any changes in the composition of the Nomination Committee shall be published on the company’s website as soon as they occur.
The Nomination Committee’s responsibilities prior to the Annual General Meeting are to submit proposals regarding the election of the meeting chair, the number of Board members, the election of the Board chair and other Board members, compensation for Board members and any committee fees, the election of the company’s auditors, compensation for the company’s auditors, and instructions for appointing the Nomination Committee. The Nomination Committee shall evaluate these instructions annually and, if necessary, propose amendments to them to the Annual General Meeting. The Nomination Committee shall otherwise perform the duties assigned to it under the Swedish Code of Corporate Governance.
The Nomination Committee’s proposals to the Annual General Meeting will be presented in the notice of the meeting and on the company’s website. If necessary, the company shall cover reasonable expenses for the Nomination Committee’s work, as well as for external consultants deemed necessary by the Nomination Committee for it to fulfill its mandate.
The members of the Nominating Committee do not receive any compensation from the company. The term of office of the Nominating Committee shall continue until a new Nominating Committee is appointed.
RESOLUTION TO AMEND THE BYLAWS (ITEM 13)
The Board of Directors proposes that the Annual General Meeting resolve to amend Article 3 of the Articles of Association in order to adapt the company’s purpose so that it is appropriately formulated in relation to the company’s current operations. The Board of Directors further proposes that a new Article 12 be added, granting the Board the authority to collect proxies for General Meetings and to decide that shareholders may exercise their voting rights by mail prior to the General Meeting. The addition of the new Article 12 means that the current Article 12 will become Article 13.
Current wording of paragraph 3:
The Company shall engage in IT management, business development, and consulting services in the IS/IT field, as well as conduct activities consistent therewith. The Company shall also operate as a telecommunications carrier. These activities may be conducted directly or indirectly through wholly-owned or partially-owned subsidiaries or through associated companies. The Company shall engage in securities trading.
Proposed wording for paragraph 3:
The Company shall, directly or indirectly through wholly or partially owned subsidiaries, engage in the development, provision, and operation of services and solutions in the field of mobile and digital communications, including operations as a telecommunications operator, as well as own and manage securities and conduct related activities.
Proposed wording for new paragraph 12:
The Board of Directors may collect proxies in accordance with the procedure set forth in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act (2005:551).
The board of directors may, prior to a shareholders’ meeting, decide that shareholders shall be able to exercise their voting rights by mail before the meeting.
RESOLUTION TO AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON A NEW ISSUE OF SHARES (ITEM 14)
The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preemptive rights, resolve on a new issue of shares to an extent corresponding to a dilution of no more than 10 percent of the number of shares outstanding at the time of the Annual General Meeting’s resolution, calculated on the basis of full utilization of the authorization. The issuance may be made with or without provisions regarding non-cash contributions, set-off, or other conditions. Issuances pursuant to this authorization shall be made on market terms.
The purpose of this authorization is to provide flexibility and enable the Board of Directors, if and when deemed appropriate, to decide on a capital increase in order to carry out strategically motivated partnerships or acquisitions of companies or businesses.
The Chief Executive Officer, or the person designated by the Board of Directors, is authorized to make any adjustments to this resolution that may prove necessary in connection with its registration.
RESOLUTION TO AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION AND SALE OF THE COMPANY'S OWN SHARES (ITEM 15)
The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board of Directors, until the next Annual General Meeting, on one or more occasions, to decide on the repurchase of a total number of treasury shares such that the company’s holding of treasury shares at any given time does not exceed 10 percent of all shares in the company. Repurchases of the Company’s own shares shall take place on the Nasdaq First North Growth Market or through a tender offer to all shareholders. Repurchases of treasury shares may only be made at a price per share that does not exceed the higher of the price of the most recent independent trade and the highest current independent bid on the Nasdaq First North Growth Market, and not at a price lower than the lowest price at which an independent purchase may take place, and shall otherwise be conducted in accordance with the rules of the Nasdaq First North Growth Market.
Furthermore, the Board of Directors proposes that the Annual General Meeting resolve to authorize the Board of Directors to decide, on one or more occasions until the next Annual General Meeting, to transfer the Company’s own shares. The transfer may take place on the Nasdaq First North Growth Market at a price within the price range registered on the Nasdaq First North Growth Market at any given time, which refers to the range between the highest bid price and the lowest ask price. Transfers may also be made in other ways, with or without deviation from shareholders’ preemptive rights, against cash payment or payment by set-off or with non-cash consideration, or otherwise subject to conditions. In the case of transfers other than on the Nasdaq First North Growth Market, the price shall be determined at arm’s length. The transfer of treasury shares may not exceed the number of shares held by the company at the time of the Board of Directors’ resolution regarding the transfer.
The purpose of these authorizations is to give the Board of Directors greater flexibility in its work regarding the company’s capital structure, should this be deemed appropriate, and to enable the acquisition of companies and businesses through payment with the company’s own shares.
The resolution of the shareholders’ meeting is conditional upon, and the authorization may only be exercised by the Board of Directors, provided that the Riksdag adopts the bill presented in Government Bill 2025/26:125.
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DOCUMENTATION, ETC.
The annual report and other supporting documentation will be made 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, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf. If you have any questions regarding our processing of personal data, please contact us via email at ir@generic.se. Generic Sweden AB (publ) has corporate registration number 556472-3632 and is headquartered in Stockholm.
Stockholm, April 2026
The Board of Directors of Generic Sweden AB (publ)
Jenny Björk
CFO
08-601 38 00
jenny.bjork@generic.se
About Generic
Generic is a technology company that provides messaging services across all sectors. Generic offers a platform for digital communication services that can be integrated into customers’ internal or external communication flows. The services are provided through a CPaaS (Communication Platform as a Service) model that meets the highest standards for security and reliability. Generic’s customers span all sectors, with a particular focus on alarm and security, healthcare and e-health, as well as e-commerce and logistics. The company was founded in 1993 and is headquartered in Stockholm. Generic reported revenue of approximately 185 MSEK in 2025 and has 22 employees. The stock is traded on the NASDAQ First North Growth Market under the ticker symbol GENI. Mangold Fondkommission AB is the company’s Certified Adviser. 08/503 015 50. ca@mangold.se. Reference is made to www.generic.se/finansiellarapporter. Additional information about the company is available at www.generic.se