STOCKHOLM, Sweden, April 07, 2004 (PRIMEZONE) -- Shareholders' of NEW WAVE GROUP AB (publ) are hereby summoned to the Annual General Meeting to be held on Monday, 17 May 2004, at 1.00 p.m. (Swedish time). Location: ForeningsSparbanken Sjuharad, Horsalen, Asbogatan 8, Boras, Sweden.
Right to participate and notification of attendance Shareholders intending to attend the Annual General Meeting must be recorded as shareholders in the Shareholder Register maintained by the Swedish Securities Register Centre (VPC AB) as per Friday, 7 May 2004, and must notify New Wave Group of their intention to attend the Meeting not later than noon (Swedish time) on Wednesday, 12 May 2004, to the following address: P.O. Box 2129, SE-442 02 Kungalv, or by phone +46 303 246500, or by fax +46 303 246599.
Shareholders whose shares are held in trust by a bank or private broker must temporarily register their shares in their own names in the Shareholder Register to be able to attend the Annual General Meeting. Such registration must be completed not later than Friday, 7 May 2004 and shareholders are therefore advised to notify the trustee well in advance of this date of their request to have their shares re- registered.
Shareholders or representatives for shareholders may bring no more than two assistants to the Annual General Meeting. Assistant for shareholder may be brought only if the shareholder has notified the Company about the number of assistants beforehand. Such notice must be given no later than at the time when the shareholder's notification shall be given in accordance with the above.
Proposed agenda and proposed decisions
1. Opening of the Meeting
2. Election of a chairman to preside over the Meeting
3. Preparation and verification of the voting list
4. Setting of the agenda
5. Election of one or two persons to check and sign the minutes
together with the chairman
6. Decision as to whether the Meeting has been properly called
7. Address by the CEO
8. Presentation of the Annual Report the Auditor's Report, the
Consolidated Financial Statement and the Consolidated Auditor's
Report for 2003
9. Decision on
(a) the approval of the Profit and Loss Account and Balance Sheet and
the Consolidated Profit and Loss Account and Consolidated Balance
Sheet for 2003
(b) appropriation of the Company's profits in accordance with the
adopted Balance Sheet Proposed decision: See below
(c) Decision as to whether to discharge the Directors and the President
from liability for their administration during the financial year
2003
10. Decision on the number of Directors, Deputy Directors, Auditors and
Deputy Auditors to be elected by the Meeting
11. Decision on Directors' and Auditors' fees
Proposed decision: The Board; 440,000 SEK to directors, not employed
within the group of companies, elected at the Annual General Meeting.
The Auditors: As invoiced
12. Election of Directors and Deputy Directors
Proposed decision: New election of Hakan Thylen, Torsten Jansson,
Lennart Bohlin and Hans Johansson as Directors. No Deputy Directors
13. Decision on issue of bonus shares with thereto appurtenant
amendments in the Articles of Association
Proposed decision: See below
14. Decision on reduction of the shares par value (so-called split)
with thereto appurtenant amendments in the Articles of Association
Proposed decision: See below
15. Authorisation of the board to make a new directed share issue for
the acquisition of shares or other rights in companies or
establishments and/or for financing further expansion
Proposed decision: See below
16. Amendments in the Articles of Association concerning the object of
the Company and notices convening General Meetings
17. Other Agenda Items
18. Closing of the Annual General Meeting
Dividend (Item 9 b)
The Board of Directors proposes that a dividend of 2.50 SEK per share shall be paid to the shareholders, and that the record date for payment of the dividend shall be 21 May 2004. If this proposal is adopted by the General Annual Meeting, dividends are expected to be distributed by VPC AB on 26 May 2004.
Issue of bonus shares (Item 13)
Proposal to raise the Company's share capital through an issuance of bonus shares with the result that the shares par value will increase from 0,50 SEK to 12 SEK through a transfer from the share premium reserve. The increase in amount depends on the result of the ongoing rights offering. The amounts will, exclusive of the mentioned rights offering, increase from 166,752,392 SEK to 174,002,496 SEK. The amount will, inclusive of the mentioned rights offering, increase from 180 MSEK to approx. 188 MSEK. In connection with this, and in order to make possible the said issue of bonus shares, it is also proposed that the limits for the share capital are changed so that the share capital shall be no less than 150 MSEK and not exceed 600 MSEK. Decision on reduction of the shares par value, split 2:1 (Item 14) The proposed decision means a reduction of the shares par value from 12 SEK to 6 SEK (Split 2:1). Proposed record date for the issue of bonus shares and the split is 30 July 2004, meaning that 28 July 2004 will be the first trading day applying the new par value.
Authorisation of the board to decide on offering a new issue of shares (Item 15)
The proposed decision is to authorise the board to, on one or several occasions, decide on a new issue of a total of up to 3,000,000 shares of class B in the company with a par nominal value of 6 SEK per share, with or without shareholders subscription privilege in accordance with Chapter 4 # 2 in the Companies Act. The authorisation shall refer to new issues of shares in connection with acquisition of shares or other rights in companies or establishments and/or for financing further expansion. The authorisation shall give the board the possibility to decide that the new issue of shares can be paid with capital contributed in kind provided the stipulations as mentioned in Chapter 4 # 6, first paragraph, in the Companies Act are observed. The reason for the deviation from the shareholders subscription privilege is that the issued shares shall be used for acquisition of shares or other rights in companies or establishments, for financing further expansion and/or to gain a better shareholder structure. The dilution effect on the share capital and the number of votes will, if the maximum amount of new shares is subscribed, be approx. 9.37 % (share capital) and 2,28 % (votes), when no consideration has been taken to the issuance of new shares that will be effected during the spring. The decision is valid only if it is supported of shareholders holding at least two thirds of both (i) the given votes and (ii) the shares represented at the Annual General Meeting.
Amendments in the Articles of Association
Besides the changes regarding the limits of the share capital, which is proposed to be no less than 150 MSEK and not exceed 600 MSEK, and the shares par value which is proposed to increase to 12 SEK per share through an issue of bonus shares and thereafter be reduced to 6 SEK per share through a split 2:1 in accordance with the proposed decisions under Items 13 and 14 above, an amendment of the Company's object is proposed in order to reflect the product- and business widening that have taken place in the promo business. Furthermore it is proposed that notices convening a General Meeting and other notices to shareholders shall be made by advertising in Post- och Inrikes Tidningar and Dagens Industri or Svenska Dagbladet.
The Boards complete proposals to the above mentioned decisions will be made available for shareholders from 10 May 2004 at the Company's head office and will be sent to shareholder on request.
Ytterby, Sweden on 7 April 2004
New Wave Group AB (publ)
The Board of Directors
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