NOTICE OF AN EXTRAORDINARY SHAREHOLDERS' MEETING OF GENERIC SWEDEN AB (PUBL)
November 6, 2009
Eligibility and Registration
To be eligible to participate in the shareholders’ meeting, shareholders must be registered in the share register maintained by Euroclear Sweden (formerly VPC) as of Tuesday, November 17, 2009. Shareholders whose shares are held in a nominee account must, in order to be entitled to attend and exercise their voting rights at the meeting, request to be temporarily entered in the share register maintained by Euroclear Sweden. The shareholder must notify the nominee of this well in advance of that date.
Notification of attendance must be submitted to the company no later than Tuesday, November 17, 2009, at 4:00 p.m. Notifications may be sent by email to info@generic.se or via the website www.generic.se/anmalan. If registering by mail, send your notice to Generic Sweden AB, Box 4023, 131 04 NACKA. Mark the envelope “extraordinary general meeting.” You may also register by phone at 08-601 38 75.
Shareholders may bring an assistant to a shareholders’ meeting only if the shareholder has notified the company of the number of assistants (no more than two) in accordance with the provisions above.
Proposed Agenda
1. Election of a Chairperson for the Meeting
2. Preparation and Approval of the Voting List
3. Approval of the Agenda
4. Election of One or Two Counters
5. Determination of whether the meeting has been duly convened
6. Resolution to approve the Board of Directors’ decision regarding a new issue of shares
7. Determination of the number of Board members and alternates, and election of Board members and alternates
8. Resolution regarding the Nomination Committee
9. Adjournment of the meeting
Proposed Resolution
Election of a Chairperson at the Annual General Meeting (Item 1)
The Nominating Committee will present a proposal for a Chairperson well in advance of the Annual General Meeting.
Resolution to approve the Board of Directors’ decision regarding a new issuance of shares (Item 6)
In order to strengthen the company’s financial position and to enable a more long-term development of the business, the Board of Directors resolved on [5] November 2009 to increase the company’s share capital through a new share issue, subject to the approval of the Annual General Meeting. The new share issue shall be carried out with preferential rights for the company’s shareholders on the following terms and conditions. Through the issue, the share capital shall be increased by a maximum of 4,370,496 Swedish kronor through the issuance of a maximum of 5,463,120 new shares. The company’s shareholders shall have preferential subscription rights to subscribe for four (4) new shares for every five (5) existing shares in the company. The record date for entitlement to participate in the new share issue shall be November 26, 2009, at which time four (4) subscription rights shall be granted for each share in the company. Five (5) subscription rights are required to subscribe for one (1) new share. Subscription for new shares may take place during the period from November 30, 2009, through December 14, 2009. Subscription using subscription rights must be made by cash payment. Subscription without subscription rights must be made using a separate application form during the same period. The issue price is 1.85 kronor per share. Payment for shares subscribed for without subscription rights must be made no later than the date specified in the allocation notice or, in any event, no later than December 23, 2009. The resolution is conditional upon the offering being fully covered by subscription commitments and guarantees. A notice to this effect will be presented well in advance of the shareholders’ meeting.
Election of the Board of Directors and resolution regarding the Nominating Committee (Items 7 and 8)
The Nominating Committee will present proposals on these items well in advance of the Annual General Meeting.
Number of Shares and Votes
As of the date of this notice, the total number of shares in the company, as well as the total number of votes, is 6,828,900.
Other
The Board of Directors’ complete proposal, as set forth in item 6 above, will, together with the documents required under Chapter 13, Section 6 of the Swedish Companies Act, be made available to shareholders no later than November 9, 2009, at the company’s office, Augustendalstorget 3, 6th floor, Nacka Strand, and on the company’s website, www.generic.se. The documents will also be sent to shareholders who request them and provide their mailing address at the same time.
Welcome!
Nacka, November 2009
Generic Sweden AB (publ)
The Board of Directors