Articles of Association
The Articles of Association are adopted at the Annual General Meeting and comprise fundamental details about the company, including what kind of business the company will conduct, the size of share capital, the number of issued shares, the size of the Board of Directors, and routines for convening the Annual General Meeting. Among other things, the company’s Articles of Association stipulate that the Board will comprise at least three but no more than five members, that the Board’s registered office is in Göteborg, and that one Class A share carries ten votes and one Class B share one vote.
Articles of Association as of 2009-05-19
§ 1 The name of the company shall be New Wave Group AB. The Company is public (publ).
§ 2 The registered office of the company shall be located in Göteborgs (Gothenburg's) kommun.
§ 3 The object of the company shall be to, through itself or through joint ownership in other companies
- pursue trading with advertising- and promotional products as well as work-wear, - pursue trading with sports- and leisurewear products- pursue trading with gift- and interior decoration products- buy, sell and administer securities- administer real estate- and pursue thereto consistent activities.
§ 4 The share capital shall not be less than SEK one hundred and fifty millions (150,000,000) and not exceed SEK six hundred millions (600,000,000).
§ 5 The company has the right to issue shares in two series, named issue A and issue B (hereinafter referred to as "A-shares" and "B-shares").
A-shares shall carry ten votes and B-shares shall carry one vote.
No more than 32,000,000 A-shares may be issued. B-shares may be issued in numbers corresponding to the total share capital.
The holders of A- and B-shares shall have a preferential right to subscribe for new shares belonging to their issue of shares if the company, through a cash share issue or an issue against payment through set-off of claims, decides to issue new A- or B-shares. The preferential right is proportional to the number of shares the holder beforehand own of the same issue. (primary preferential right). Shares that have not been subscribed with primary preferential right shall be offered for subscription to all shareholders (subsidiary preferential right). If the then offered shares are not enough to cover the subscription that is based on subsidiary preferential right the shares shall be divided between the subscribers in proportion to the shares they owned beforehand or, if so can not be done, by drawing lots.
If the company decides to, through a cash share issue or an issue against payment through set-off of claims, issue only A-shares or B-shares all shareholders, irrespective of if their shares are of issue A or B, shall have a preferential right to subscribe for new shares in proportion to the number of shares they owned beforehand.
If the company decides to, through a cash share issue or an issue against payment through set-off of claims, issue subscription options or convertibles the shareholders have a preferential right to subscribe for subscription options as if the issue concerned the shares that can be subscribed on the basis of the option right and the preferential right to subscribe for convertibles as If the issue concerned the shares that the convertibles may be transferred into.
The above mentioned shall not mean any restriction on the possibility to decide on a cash share issue diverging with the shareholders' preferential rights.
When increasing the share capital through an issue of bonus shares the new shares shall be issued in any share issue in relation to the number of shares of that issue existing beforehand. In connection with this the old shares of a certain issue shall give a right to new shares of the same share issue. The above-mentioned shall not mean any restriction on the possibility to, through an issue of bonus shares, after necessary amendment in the articles of association, issue shares of a new category.
§ 6 The number of shares shall not be less than 50,000,000 and shall not exceed 200,000,000.
§ 7 The board of directors shall consist of no less than 3 directors and no more than 7 directors with no more than 7 deputy directors. The chairman of the board of directors shall be elected on the general meeting. If the chairman of the board leave his/her assignment during the mandate period the board of directors shall elect a chairman among themselves for the period up until the next general meeting.
One or two accountants, with or without deputy accountants, or a registered accounting firm shall be elected on the annual general shareholders meeting.
§ 8 Notice convening a general meeting of shareholder and other notices to shareholders shall be made by advertising in Post- och Inrikes Tidningar and on the company's website. That a notice has been published shall be announced in Dagens Industri.
To be entitled to participate in a general meeting, shareholders must be recorded in a print-out or another presentation of the complete share register relating to the circumstances as of five business days before the meeting, and give notice to the company no later than noon on the day stipulated in the notice of the meeting. This day may not be a Sunday, another public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and may not fall before the fifth business day prior to the meeting.
Shareholder may at the general meeting of shareholders bring along one or two assistants, provided that he has beforehand given notice hereof to the company in accordance with the previous paragraph.
§ 9 General meeting of shareholders is held in the municipalities of Borås, Stockholm, Munkedal, Gothenburg, Lessebo or Nybro.
§ 10 The following matters shall be dealt with at the annual general meeting of shareholders:
1) Election of chairman at the meeting
2) Preparation and approval of the voting list
3) Approval of agenda
4) Election of one or two minutes-checkers
5) Examination if the meeting has been properly convened
6) Presentation of the annual report, the auditor's report and, when appropriate, the consolidated financial statement and the consolidated auditor's report
7) Resolutions in respect toa) adoption of the income statement and the balance sheet and, when appropriate, the consolidated income statement and the consolidated balance sheet,b) appropriation of the company's profit or loss according to the adopted balance sheet,c) the director's and the managing director's discharge from liability
8) Determination of the numbers of directors and deputy directors and, when appropriate, auditors and deputy auditors or registered accounting firm to be elected on the general shareholders meeting
9) Determination of fees to the board of directors and the auditors
10) election of the board of directors and, when appropriate, auditors
11) election of the chairman of the board of directors
12) other matters, which are to be considered by the meeting according to the Companies Act (2005:551) or the articles of association
§ 11 The general meeting of shareholders is opened by the chairman of the board of directors or other person decided by the board of directors. Thereafter the chairman of the meeting shall be elected. If those present don't decide on the chairman unanimously, it falls on the person that have opened the meeting to, as the chairman, lead the negotiations until the voting list has been approved and until the chairman have been elected.
§ 12 The financial year of the company shall be the calendar year.
§ 13 An A-share, shall on the request of the owners of A-shares, be possible to convert to a B-share. Proposal for conversion shall be done in writing to the board of directors. The number of shares that shall be converted shall then be specified. The board of directors of the company shall in January every year consider the issue on conversion to B-shares for those A-shares which owner the previous year has so demanded. However, the board of directors may, if the board finds reasons thereto, consider issues on conversion even at other times than have been mentioned here. Conversion shall without delay be reported for registration and is executed when registration is done.
§ 14 If an A-share, except through inheritance, will or gift to direct heir, is transferred to a person who was not previously a holder of A-shares, a right of pre-emption to such share shall be immediately offered to the other holders of A-shares through written notice to the company's board of directors. Proof of title to such share shall be provided in connection therewith.
When notice has been provided of transfer of an A-share, the board of directors shall immediately send written notice of that circumstance to each person entitled to exercise a right of pre-emption whose mailing address is recorded in the share register or otherwise known to the company, along with a request to persons wishing to exercise the right of pre-emption to submit written notice of their pre-emption claim to the company within two months from the time that the notice of transfer of the share was made to the board of directors.
In the event that several persons entitled to exercise a right of pre-emption submit such notice, their respective right of priority shall be determined by drawing of lots, to be conducted by a notary public, but, in the event that several shares are simultaneously subject to a pre-emption right, the shares shall first, to the extent practicable, be equally divided among those persons who have presented claims of pre-emption in relation to their earlier holdings of A-shares.
The pre-emption price for each A-share shall be the nominal price of the share. The pre-emption price shall be paid within one month from the time when the set term for notice of the preferential claim expired.
If not within the prescribed time any person entitled to a right of pre-emption presents any pre-emption claim or if the pre-emption price is not paid within the prescribed time, the person who has made the offer of the pre-emption shall be registered for the A-share.
§ 15 The company's shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act [lagen om kontoföring av finansiella instrument 1998:1479)].