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2016-04-06

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

The shareholders in New Wave Group AB (publ) are hereby notified of
Annual General Meeting

Date and time: Monday, May 11, 2016 at 13:00 (CET)
Place: Kosta Boda Art Hotel, Stora vägen 75, SE-360 52 Kosta, Sweden
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 May 4, 2016 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 May 4,
2016. 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 May 4, 2016. 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 May 4, 2016 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
6. Determination of whether the Meeting has been duly convened
7. 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
Nomination 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 Nomination Committee, which constitutes of Johan Ståhl (Chairman),
Lannebo Fonder, Arne Lööw, Fjärde AP-fonden and Torsten Jansson,
Torsten Jansson Förvalning AB, 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 13, 2016. 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 18, 2016.

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 Nomination Committee, representing around 86 percent 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 and M. Johan Widerberg.
Proposed to be elected as new Board Members are Olof Persson and
Elisabeth Dahlin. Anders Dahlvig and Helle Kruse Nielsen have
declined re-election as Board Members.

Olof Persson is proposed to be elected as new 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 310
000 to the Chairman and SEK 150 000 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 Nomination Committee (item
14):

The Nomination Committee proposes that the Meeting resolves that a new
Nomination Committee for the Annual General Meeting 2017 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
September 30, 2016 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.

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 20, 2016 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 2016
New Wave Group AB (publ)
The Board of Directors

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http://news.cision.com/new-wave-group/r/notice-annual-general-meeting-of...
http://mb.cision.com/Main/932/9949628/496866.pdf

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