NOTICE OF THE ANNUAL SHAREHOLDERS' MEETING
April 11, 2013
The shareholders of Generic Sweden AB (publ) are hereby invited to the annual meeting on Tuesday, May 14, 2013, at 5:30 p.m. at Fabrikörsvillan, Augustendalsvägen 43, Nacka Strand.
RIGHT TO PARTICIPATION
The right to participate in the meeting is granted to those who are listed as shareholders in the share register maintained by Euroclear Sweden AB as of Tuesday, May 7, 2013, and who have notified the company of their intention to participate no later than Wednesday, May 8, 2013.
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 shareholders’ meeting. Such registration must be completed no later than Tuesday, May 7, 2013. This means that shareholders must notify the nominee of their intention to do so well in advance of that 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 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 may 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 the Nominating Committee
- The Board of Directors’ Proposed Resolution on Guidelines for Executive Compensation
- Conclusion
DIVIDEND (ITEM 8 (ii))
The Board of Directors and the CEO propose that no dividend be paid for 2012.
BOARD OF DIRECTORS, ETC. (ITEMS 2 and 9–11)
The Nominating Committee, consisting of Fredrik Svedberg (Krantz Svedberg Förvaltning AB) and Martin Gren (Grenspecialisten AB), proposes the following:
Chair of the meeting: Attorney Erik Gabrielson
Number of board members and alternates: five regular members with no alternates
Board fees: unchanged at 150,000 kronor for the board chair and 75,000 kronor each for the other members who are not employees of the company
Board of Directors: Re-election of Hans Krantz (Chairman of the Board), Fredrik Svedberg, Peter Ragnarsson, Kent-Åke Jönsson, and Erik Gabrielson
Number of auditors and alternate auditors: one auditor with no alternates
Auditor's fees: on a running account 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 the shareholdings as of the end of September 2013, 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 from office. In the event that a member of the Nomination Committee resigns or is removed from office, 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 2014 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 2013
The Board of Directors of Generic Sweden AB (publ)