Invitation to Annual General Meeting
The shareholders of New Wave Group AB (publ) are hereby invited to the Annual General Meeting.
Date and time: Tuesday 18 May, 2010 at 1 pm (CET)
Location: Kosta Boda Art Hotel, 75 Stora Vägen, 360 52 Kosta, Sweden
Right to participation and notification:
Shareholders who wish to attend the AGM, must be listed in the by Euroclear Sweden AB ("Euroclear") share register completed on May 11, 2010 and notify their participation to the company at: New Wave Group AB (publ), Orrekulla Industrigata 61 , 425 36 Hisings Kärra, Sweden or by e-mail to bolagsstamma@nwg.se by May 12, 2010 at 12 noon (CET).
The notice must include name, personal/corporate address, and telephone number (daytime). If the shareholder intends to be represented by proxy, power of attorney and other authorization documents must be added to the notification. Proxy forms are available at www.nwg.se. If the shareholder proposes to bring assistants (maximum two) to the AGM, such participation shall be notified to the company as above.
Shareholders with nominee-registered shares must, in order to be entitled to participate in the meeting, have their shares registered in his/her own name in Euroclear. Such registration shall be established by May 11, 2010 and must be requested from the trustee well in advance of that date.
Proposed agenda:
1. Opening of the Meeting
2. Election of Chairman of the AGM
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two attesters
6. Confirmation that the meeting was duly convened
7. Statement by the CEO
8. Submission of annual accounts and auditors' report and consolidated financial statements and consolidated auditors' report and auditors' opinion on whether the guidelines for executive compensation that have prevailed since the last AGM have been followed.
9. Decisions on
a) Determination of the income statement and balance sheet and consolidated income statement and balance sheet
b) appropriation of the profit according to the adopted balance sheet
c) freedom from liability of the Board Members and CEO
10. Determination of the number of Board Members and deputies
11. Determination of fees for Board and auditors
12. Election of Board Members and deputies
13. Election of Chairman of the Board
14. Decision on principles for appointing a new Nomination Committee
15. Decision on guidelines for remuneration to senior executives
16. Resolution to authorize the Board to adopt a new issue of shares for acquisition of shares in companies or businesses and/or to finance continued expansion
17. Resolution to authorize the Board to admit some funding
18. Other matters
19. Closure of the meeting
Dividend (item 9 b):
A dividend of SEK 0.25 per share is proposed. The proposed record date for dividend is May 21, 2010. If the AGM approves the Board's proposal, the dividend is expected to be issued by Euroclear on May 26, 2010.
Number of Board Members, fees to Board Members and auditors and election of Board Members and Chairman (items 10-13):
The Nomination Committee, consisting of Torsten Jansson, Torsten Jansson AB, Arne Lööw, Fjärde AP-Fonden, Kenneth Andersen, Home Capital has proposed the following:
The number of Board Members shall be six persons without alternate members.
The proposed fees to Board Members is, unchanged from previous year, SEK 270 000 to the Chairman and SEK 135 000 to each of the other Board Members who are not employees of the company. Provided that it is cost-neutral for the company and in accordance with tax legislation, board fees may be paid to Board Member's company. Audit fees are proposed to be paid according to approved invoices and contracts. Re-election of Torsten Jansson, Mats Årjes, Göran Härstedt, Kinna Bellander, Helle Kruse Nielsen and Anders Dahlvig as Board of Directors is proposed. Re-election of Anders Dahlvig as Chairman of the Board is proposed.
Principles for appointing a new Nomination Committee (item 14):
The Nomination Committee has proposed the following (which represents the principles for appointing the Nomination Committee for AGM 2009):
The Nomination Committee proposes to the AGM that a new Nomination Committee for 2011 AGM shall be composed of representatives from the three major shareholders. The Nomination Committee shall perform the functions required by the Swedish Code of Corporate Governance. The Chairman of the Board shall be instructed to contact the voice of the largest registered shareholders of the share register as of September 30, 2010 to offer participation in the committee. If any of these shareholders decline to appoint a member to the committee, the shareholder next in given size shall be given the opportunity to appoint a member. The company shall publish the names of the members of the Committee and how these can be contacted at least six months before the AGM on the company's website. The Nomination Committee shall appoint a Chairman from among its members, which however must not be the Chairman of the Board or another Board Member. The Nomination Committee is appointed until a new Committee is appointed. If significant change in ownership occurs before the Nomination Committee’s work is completed, if the Nomination Committee so decides, the Nomination Committee's composition is changed in accordance with the principles above.
Guidelines for remuneration of senior management (item 15):
The Board proposes the following guidelines for executive compensation. The remuneration of the CEO and other senior executives shall consist of a market-determined wages. Specific remuneration for participation in Group company executive board will not be eligible for senior executives. Variable compensation such as bonuses may be allowed where justified in order to recruit and retain key employees and to stimulate sales and earnings improvements and work to achieve specific parameters established by the Board. Variable compensation is based on predetermined and measurable criteria such as performance of the New Wave Group, or return on equity compared to fixed targets. The variable remuneration shall not exceed 50 % of fixed remuneration. The Board shall in respect of each financial year decide whether or not a share or share price related incentive program that includes the year in question shall be proposed to the AGM. It is the Annual General Meeting which decides on such incentive programs. Pension benefits shall correspond to the ITP plan or, in the case of senior executives outside Sweden, retirement benefits that are customary in the country. There must for all senior executives be a mutual notice period of maximum six months and no severance payment shall be present.
Authorization of the Board to decide on share issues (paragraph 16):
The proposal is essentially an authorization by the Board to, until the next AGM, at one or more occasions, with or without preferential rights, issue new shares not exceeding 4 000 000 shares of series B. The decision based on the authorization, the share capital could be increased by not more than SEK 12 000 000. The authorization shall include the right to decide on the issue of payment in kind or set-off by drawing or otherwise with conditions referred to in chapter 13. 5 § p 6 Companies. The reasons for deviation from that is the newly issued shares will be used for acquisitions and to finance continued expansion. The basis of issue price shall be the share's market value. The resolution under this paragraph requires a meeting of shareholders representing at least two-thirds of the votes cast and the shares represented.
Authorization of the Board to resume some funding (paragraph 17):
The proposal is essentially an authorization by the Board to, until the next AGM, on one or more occasions, include funding of the kind covered by the provisions of chapter 11. Companies Act § 11. Terms of such financing must be marketable. The background to this authorization is that the company should be able to absorb such financing on attractive terms for the company, where, for example, rate may depend on the company's results or financial position.
Additional information
Complete proposals to the above decisions, together with financial statements, audit reports and other documents under the Companies Act, will from May 3, 2010 be available at the company's head office and on the company website www.nwg.se.
As of May 11, 2010 the total number of shares in the company amounts to 66 343 543, of which 20 707 680 are shares of series A and 45 635 863 are shares of series B, corresponding to a total of 252 712 663 votes.
Gothenburg in March 2010
New Wave Group AB (publ)
The Board
