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2014-04-03

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: 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 websi...

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