Notice of Extraordinary General Meeting in New Wave Group AB (publ)
The shareholders in New Wave Group AB (publ), 556350-0916, are hereby notified of the Extraordinary General Meeting
Date: Friday 3 December 2021
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.
Information on the resolutions passed at the Meeting will be published on 3 December 2021 as soon as the result of the advance voting has been finally confirmed.
Notification
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 25 November 2021 (for trustee-registered shares, see further below), and
- have notified their participation by way of casting their postal votes in accordance with the instructions below, so that the advance voting form is received by the company no later than on 2 December 2021.
Trustee-registered shares
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 29 November 2021 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.
Advance voting
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 completed form shall be sent by post to:
New Wave Group AB (publ), “Extraordinary General Meeting”, Kungsportsavenyen 10, SE-411 36 Göteborg, Sweden
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 2 December 2021. 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.
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
- Resolution on distribution of dividend
- Closing of the Meeting
Election of Chairman of the Meeting (item 2):
The Board of Directors 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 Chairman. The minutes-checkers shall also review the voting list and ensure that received postal votes are correctly registered in the minutes of the Meeting
Resolution on distribution of dividend (item 7):
Due to the general uncertainty resulting from covid-19, the Board of Directors proposed to the Annual General Meeting that no dividend would be paid. On 19 May 2021, the Annual General Meeting resolved in accordance with the Board of Director’s proposal, that no dividend would be paid to the shareholders.
Since the Annual General meeting, New Wave Group has noticed a market growth and that the result has improved. In light of that the company group has improved the financial position and liquidity, the Board of Directors propose that the Extraordinary General Meeting resolves on a dividend of SEK 4.00 per share, irrespective of class, in total SEK 265,374,172.
The proposed record date for entitlement to receive dividend is Tuesday 7 December 2021. Provided that the Meeting resolves in accordance with the proposal of the Board of Directors, the dividend is expected to be paid through Euroclear Sweden AB on Friday 10 December 2021.
After the Extraordinary General Meeting’s resolution on dividend, and in accordance with Chapter 17, Section 3, Paragraph 1 of the Swedish Companies Act, the amount available for distribution is SEK 1,437,159,753.
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 15 April 2021 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: [email protected]
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 Sections 32 and 57 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 the company’s relation to other companies within the company 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 a 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 Extraordinary General Meeting was issued, the total number of shares in the company was 66,343,543 distributed over 19,707,680 shares of Class A and 46,635,863 shares of Class B, constituting a total of 243,712,663 votes.
Gothenburg in September 2021
New Wave Group AB (publ)
The Board of Directors