Skip to content

Notice of the Annual General Meeting of Generic Sweden AB

April 4, 2012

The shareholders of Generic Sweden AB (publ) are hereby invited to attend the Annual General Meeting on Tuesday, May 8, 2012, at 5:30 p.m. at Nacka Strandmässan, Augustendalstorget 6, Nacka Strand.

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 Wednesday, May 2, 2012, and who has notified the company of their intention to attend no later than Friday, May 4, 2012.

Shareholders who have had their shares registered in the name of a nominee must temporarily register the shares in their own name in order to participate in the meeting. Such registration must be completed no later than Wednesday, May 2, 2012. 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), Box 4023, 131 04 Nacka (mark the envelope “Annual 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

  1. Opening
  2. Election of a Chairperson at the Meeting
  3. Preparation and Approval of the Voter Register
  4. Approval of the Agenda
  5. Election of one or two tellers
  6. Determination of Whether the Meeting Was Duly Convened
  7. Presentation of the Annual Report and Auditor’s Report, as well as the Consolidated Financial Statements and the Consolidated Auditor’s Report
  8. 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

  1. Determination of the number of board members, alternate board members, auditors, and alternate auditors
  2. Determination of Remuneration for the Board of Directors and the Auditor
  3. Election of the Board of Directors, the Chair of the Board, and the Auditor
  4. Resolution on the Nominating Committee
  5. The Board of Directors’ Proposed Resolution on Guidelines for Executive Compensation
  6. Conclusion

DIVIDEND (ITEM 8 (ii))

The Board of Directors and the CEO propose that no dividend be paid for 2011.

BOARD OF DIRECTORS, ETC. (ITEMS 2 and 9–11)

The Nomination 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, Peter Ragnarsson, Kent-Åke Jönsson, and Erik Gabrielson

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

Shareholders holding 70 percent of the company's shares and votes have stated that they will support the nomination committee's proposal.

NOMINATING COMMITTEE (ITEM 12)

The Nomination Committee proposes that the Annual General Meeting authorize the Chairman of the Board to convene, based on shareholdings as of the end of September 2012, 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. In the event that a member of the Nomination Committee resigns or is removed, 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, 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 2013 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.

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 2012

The Board of Directors of Generic Sweden AB (publ)

Phone: 08-601 38 00 Email: fredrik.svedberg@generic.se

This is Generic – Generic Sweden AB conducts consulting and telecommunications operations with a focus on critical communications in areas where extremely high reliability is required. The consulting division provides services and solutions for command and communication systems to the defense sector, government agencies, and industry. The telecommunications division is a specialized telecom operator that operates its own radio network and offers messaging services for critical situations under the Minicall and Messit brands. The Group has revenue of SEK 150 million and approximately 90 employees. The stock is traded on NASDAQ OMX First North Premier under the ticker symbol GENI. Remium Nordic AB is the company’s Certified Advisor. Additional information about the company is available at www.generic.se 

SHARE WITH US!