Notice Annual General Meeting of New Wave Group AB (publ)

        Print
| Source: New Wave Group AB
The shareholders in New Wave Group AB (publ) are hereby notified of Annual
General Meeting
Date and time: Tuesday, May 6, 2014 at 13:00 (CET)
Place: Kosta Glascenter, Stora vägen 98, SE-360 52 Kosta, Sweden (Near by the
glass factory in Kosta)

Right to participate and notice of participation:
Shareholders, who wish to participate in the Meeting, shall be registered in the
register of shareholders maintained by Euroclear Sweden AB (Euroclear) on April
29, 2014 and give notice of their intention to participate to the company in
writing to: New Wave Group AB (publ), ”AGM” Orrekulla Industrigata 61, SE-425 36
Hisings Kärra, Sweden, or by e-mail to bolagsstamma@nwg.se no later than on
April 29, 2014. When giving notice of participation, name, personal/corporate
registration number, address and telephone number (daytime) shall be stated. If
a shareholder intends to be accompanied by an assistant at the Meeting, the
number of assistants (maximum two) and the name of the assistant must be
notified to the company as specified above.

If the shareholder intends to be represented by proxy, a written, dated, power
of attorney shall be issued for the proxy. The power of attorney in the original
should be sent to the company at the address provided above no later than on
April 29, 2014. If the power of attorney is issued by a legal entity, a
certified copy of the corporate registration certificate and other authorization
documents should be sent to the company. Please note that shareholders who are
represented by proxy must also give notice of participation as stipulated above.
A proxy form is available on the company’s website www.nwg.se.

Shareholders who have trustee-registered shares should, in order to have a right
to participate in the Meeting, have registered the shares in its own name at
Euroclear. Such registration must be completed on April 29, 2014 and therefore
must be requested at the trustee holding the shares in good time prior to this
date.

Proposed agenda:
1.   Opening of the Meeting
2.   Election of Chairman of the Meeting
3.   Preparation and approval of the voting list
4.   Approval of the agenda
5.   Election of one or two minutes-checkers
5.   Determination of whether the Meeting has been duly convened
6.   Speech by the Managing Director
8.   Presentation of the Annual Report and the Auditors’ Report, the
Consolidated Financial Statements and the Auditors’ report on the Consolidated
Financial Statements and presentation of Auditors’ Statement regarding
compliance with the principles of determination of remuneration to senior
executives which has been in force since the last Annual General Meeting.
9.   Resolutions regarding
a)   Adoption of the Income Statement and Balance Sheet and the Consolidated
Income Statement and Consolidated Balance Sheet
b)   Resolution in respect of allocation of the Company’s profit in accordance
with the adopted Balance Sheet and resolution on record day for dividend
c)   Resolution regarding discharge from liability for the Board Members and the
Managing Director
10. Determination of the number of Board Members to be elected
11. Determination of the remuneration to be paid to the Board of Directors and
the Auditors
12. Election of members of the Board and the Chairman of the Board
13. Election of Auditors
14. Resolution regarding the procedure for appointing members of the Nominating
Committee
15. Adoption of principles for determination of remuneration payable to senior
executives
16. Resolution regarding authorization of the Board of Directors to resolve
about directed new issues of shares for the purpose of financing acquisitions of
companies or businesses or part thereof
17. Resolution regarding authorization of the Board of Directors to take up
certain financing
18  Closing of the Meeting

Election of Chairman of the Meeting (item 2):
The Nominating Committee, which constitutes of Torsten Jansson, Torsten Jansson
Förvalning AB, Arne Lööw, Fjärde AP-fonden, and Johan Ståhl, Lannebo Fonder,
proposes Anders Dahlvig as the Chairman of the Meeting.

Dividend (item 9 b):
A dividend of 1 SEK per share is proposed. The proposed record date for
entitlement to receive a cash dividend is May 9, 2014. Provided that the Meeting
resolves in accordance with the proposal of the Board of Directors, the dividend
is expected to be paid through Euroclear on May 14, 2014.

Number of Board members, remuneration of the Board of Directors and the Auditors
and election of Board Members, Chairman of the Board and Auditor (item 10-13):
The Nominating Committee, representing around 84,9 per cent of the votes
associated with all shares in the company, has presented the following
proposals:

The Board of Directors shall comprise six Members and no Deputies.

The following Board Members are proposed for re-election: Torsten Jansson, Mats
Årjes, Christina Bellander, Helle Kruse Nielsen and Anders Dahlvig. Proposed to
be elected as new Board Member is M. Johan Widerberg. Göran Härstedt has
declined re-election as Board Member.

Anders Dahlvig is proposed to be re-elected as Chairman of the Board.

Ernst & Young AB is proposed to be re-elected as Auditors.

The fees to the Board of Directors is proposed to be paid with SEK 290 000 to
the Chairman and SEK 145 000 to each of the other Board Members which are not
employed by the Company. Provided that it is cost-neutral for the Company and in
accordance with applicable tax regulation the director’s fees may be paid to a
directors company.

Fee to the Auditor is proposed to be paid according to accepted invoice and
agreement.

Procedure for appointing members on the Nominating Committee (item 14):
The Nominating Committee proposes that the Meeting resolves that a new
Nominating Committee for the Annual General Meeting 2015 shall comprise
representatives of three of the larger shareholders. The Nominating Committee
shall fulfill the assignments stipulated in the Swedish Corporate Governance
Code. The Chairman of the Board shall receive a mandate to contact the Company’s
largest shareholders in terms of the number of votes according to the share
register on September 30, 2014 and offer participation in the Nominating
Committee. If any of these shareholders waives its right to appoint a
representative, the next largest shareholder shall be asked to appoint a
representative. The Company shall publish the names of the members on the
Nominating Committee no later than six months before the Annual General Meeting.
The Nominating Committee shall elect one representative as Chairman, who may not
be the Chairman of the Board or a Board member. The Nominating Committee’s
assignment is in force until a new Nominating Committee has been appointed. If
there is a material change in the owner structure before the Nominating
Committee has completed its assignment the Nominating Committee may, upon a
decision by the Nominating Committee, change the composition of the Nominating
Committee according to the principles stipulated above.

Principles for determination of remuneration payable to senior executives (item
15):
The Board of Directors proposes the following principles for determination of
remuneration payable to senior executives:

Remuneration to the President and other senior executives shall comprise a fixed
salary corresponding to market practice. No remuneration shall be paid for board
work carried out by senior executives in group companies. Variable salaries such
as bonuses may exist when this is justified in order to be able to recruit and
keep key employees and to stimulate sales- and performance improvements and the
ambition to achieve certain ratios resolved by the Board of Directors. Variable
remunerations shall be based on predetermined and measurable criterions such as
performance of New Wave Group or return on equity compared with return on equity
in relation to fixed objectives. The variable remuneration may amount to a
maximum of 50 % of the fixed salary. The Board of Directors shall each financial
year decide if a share- or share-based incentive program relating to that
financial year shall be proposed to the Annual General Meeting or not. It is the
General Meeting that decides on all such share-based incentive programs.

Pension benefits shall be equivalent to the general ITP-plan or, for senior
executives working outside Sweden, pension benefits that are customary in the
relevant country. For all senior executives a mutual period of termination not
exceeding six month and no severance pay shall apply

Authorization of the Board of Directors to resolve about new issues of shares
(item16):
The main content of the proposal is authorization of the Board of Directors, for
a period up to the next Annual General Meeting, to resolve, whether on one or
several occasions, about new issues of not more than 4 000 000 shares of series
B. The authorization includes the right to adopt decisions on deviation from the
shareholders’ pre-emption rights, however not if the decision on new issue
stipulates payment for the shares in cash only. By resolutions according to the
authorization the share capital can be increased with not more than SEK
12 000 000. The authorization shall include a right to adopt decisions on new
issues in kind or new issues by way of set-off or otherwise on such terms and
conditions as referred to in Chapter 13, Section 5, point 6, of the Swedish
Companies Act. The reasons for deviation from the shareholders’ pre-emption
rights are that the newly issued shares shall be utilized for financing
acquisitions of companies or businesses or part thereof. The basis for the issue
price shall be the share’s market value. A resolution according to this proposal
is valid only if supported by shareholders holding at least two-thirds of both
the votes cast and the shares represented at the meeting.

Authorization of the Board of Directors to take up certain financing (item17):
The main content of the proposal is authorization of the Board of Directors, for
a period up to the next Annual General Meeting, to resolve about taking up
financing of the kind regulated in Chapter 11, Section 11 of the Swedish
Companies Act. The conditions for such financing shall be on market conditions.
The reason for the authorization is that the company shall be able to take up
financing, on attractive conditions, where inter alia the interest is related to
the company’s results or financial standing.

Additional information
Complete proposals concerning the decisions stated above, accounting documents,
the Auditor’s report and other documents required according to the Swedish
Companies Act, will be made available at the company’s office on April, 15, 2014
and will also be available on the company’s website www.nwg.se.

Information at the Annual General Meeting
The Board of Directors and the President shall, if any shareholder so requests
and the Board of Directors believes that it can be done without material harm to
the company, provide information regarding circumstances that may affect the
assessment of an item on the agenda, and circumstances that can affect the
assessment of the Company’s or its subsidiaries’ financial position and the
company’s relation to other companies within the Group.

Number of shares and votes
When this notice to attend the Annual General Meeting was issued, the total
number of shares in the company was 66 343 543 distributed among 19 707 680
shares of series A and 46 635 863 shares of series B, constituting a total of
243 712 663 votes.

Göteborg in April 2014
New Wave Group AB (publ)
The Board of Directors