The shareholders in New Wave Group AB (publ), 556350-0916,
are hereby notified of the Annual General Meeting
Date: Wednesday 18 May 2022
KUNGÄLV, Sweden, April 13, 2022 /PRNewswire/ --
Extraordinary measures as a result of the coronavirus
In order to prevent the spread of covid-19, and in accordance
with temporary legislation, the Board of Directors has decided that
the Extraordinary General Meeting shall be carried out without
physical presence of shareholders, proxies or third parties.
Shareholders will be able to exercise their voting rights by way
of postal voting.
Postal Voting
Shareholders, who wish to exercise their voting rights at the
Meeting, shall be registered in the register of shareholders
maintained by Euroclear Sweden AB on 10 May
2022 and send their postal vote to:
New Wave Group AB (publ), "AGM", Kungsportsavenyen 10,
SE-411 36 Göteborg, Sweden
Shareholders shall use the form for postal voting, available on
the company's website www.nwg.se (the form will only be available
in the Swedish language). The postal vote shall have been received
by the company no later than on 17 May
2022. Please note that postal voting must be done by sending
a physical letter, postal voting be e-mail is not accepted.
A shareholder that sends a postal vote to the company in
accordance with what is set out above must not give notice of
participation, the postal vote form is accepted as notice of
participation to the Meeting.
If the shareholder intends to be represented by proxy, a
written, dated, power of attorney shall be issued for the proxy.
The original power of attorney should be sent to the company at the
address above and received by the company no later than on
17 May 2022. 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 must, in order
to be entitled to participate in the Meeting, register the shares
in their own name. Such temporary registration that is made by the
trustee no later than on 12 May 2022
will be taken into account. The shareholder shall accordingly in
good time prior to this date request the trustee holding the shares
to carry out such temporary registration.
Information on the resolutions passed at the Meeting will be
published on 18 May 2022 as soon as
the result of the advance voting has been finally confirmed.
Proposed agenda:
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two minutes-checkers
- Determination of whether the Meeting has been duly
convened
- 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.
- Resolutions on
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) Discharge from liability for the Board
Members and the Managing Director
- Determination of the number of Board Members to be elected
- Determination of the remuneration to be paid to the Board of
Directors and the Auditors
- Election of members of the Board and the Chairman of the
Board
- Election of Auditor
- Adoption of principles for appointing members of the Nomination
Committee
- Resolution on authorization of the Board of Directors to
resolve on directed new issues of shares for the purpose of
financing acquisitions of companies or businesses or part
thereof
- Resolution on authorization of the Board of Directors to take
up certain financing
- Closing of the Meeting
Election of Chairman of the Meeting (item 2):
The Nomination Committee, which is constituted of Ulf Hedlundh,
Svolder Aktiebolag (Chairman), Frank
Larsson, Handelsbanken Fonder and Torsten Jansson, Torsten Jansson Holding AB,
proposes Olof Persson as the
Chairman of the Meeting.
Preparation and approval of the voting list (item 3):
The voting list that is proposed to be adopted under item 3 of
the agenda is the voting list that is compiled by New Wave Group AB
based on the register of shareholders and received postal votes
that have been reviewed by the minutes-checkers.
Election of one or two minutes-checkers (item 5):
It is proposed that Torsten
Jansson and Göran Härstedt are elected as minutes-checkers,
or, if either or both of them is/are prevented to do so, the
person(s) that is/are appointed by the Nomination Committee. The
minutes-checkers shall also review the voting list and ensure that
received postal votes are correctly registered in the minutes of
the Meeting
Allocation of the company's profit (item 8 b):
A dividend of SEK 4.25 per share
is proposed. The proposed record date for entitlement to receive a
cash dividend is 20 May 2022.
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 25 May 2022.
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 9-12):
The Nomination Committee, representing approx. 85 percent of the
votes and approx. 46 percent of the capital in the company, has
presented the following proposals:
The Board of Directors shall comprise eight Members and no
Deputies.
Re-election of Christina
Bellander, Jonas Eriksson,
Torsten Jansson, Ralph Mühlrad,
Olof Persson, Ingrid Söderlund, M.
Johan Widerberg and Mats Årjes as
Board Members.
Re-election of Olof Persson as
Chairman of the Board.
Ernst & Young AB is proposed to be re-elected as Auditors.
If the proposal is approved, Jonas
Svensson will be the Auditor in charge.
The fees to the Board of Directors are proposed to be paid with
SEK 500,000 to the Chairman and with
SEK 200,000 to each of the other
Board Members who are not employed by the company. The fee to the
audit committee is proposed to be an amount of SEK 150,000, to be distributed within the audit
committee. In addition, it is proposed that SEK 100,000 is set aside for the Board of
Directors to distribute to Board Members for work outside normal
Board work, in particular in relation to the digitalization of the
Group's business.
Fee to the Auditor is proposed to be paid according to accepted
invoice and agreement.
Procedure for appointing members on the Nomination Committee
(item 13):
The Nomination Committee proposes that the Meeting resolves that
a new Nomination Committee for the Annual General Meeting 2023
shall comprise representatives of three of the larger shareholders.
The Nomination 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 30 September 2022 and
offer participation in the Nomination 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 Nomination
Committee on the company's webpage no later than six months before
the Annual General Meeting. The Nomination Committee shall elect
one representative as Chairman, who may not be the Chairman of the
Board or a Board Member. The Nomination Committee's assignment is
in force until a new Nomination Committee has been appointed. If
there is a material change in the owner structure before the
Nomination Committee has completed its assignment the Nomination
Committee may, upon a decision by the Nomination Committee, change
the composition of the Nomination Committee according to the
principles stipulated above.
Authorization of the Board of Directors to resolve on new
issues of shares (item 14):
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, on 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, item 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 (item 15):
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 14
April 2022 and will also be available on the company's
website www.nwg.se.
Shareholders that have questions regarding the Annual General
Meeting are welcome to contact the company at:
bolagsstamma@nwg.se
Processing of personal data
For information regarding processing of personal data in
connection with the Annual General Meeting, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Information in accordance with Chapter 7 Section 32 of the
Swedish Companies Act
Shareholders who wish to receive 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, shall notify the
company thereof no later than ten days prior to the Meeting.
The Board of Directors and the Managing Director shall, if any
shareholder so requests and the Board of Directors believes that it
can be done without material harm to the company, provide such
information by making them available in writing at the company no
later than five days prior to the Meeting. The information shall
further, within the same time frame, be sent to the shareholder who
has requested it and also make the information available to the
shareholders on the company's website www.nwg.se.
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 2022
New Wave Group AB (publ)
The Board of Directors
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SOURCE New Wave Group