The shareholders in New Wave Group AB (publ) are hereby notified of the Annual General Meeting
Date and time: Thursday
Place:
Right to participate and notice ofparticipation:
Shareholders, who wish to participate in the AGM, shall both be registered in the register of shareholders maintained by
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 AGM, the number of assistants (maximum two) and the name of the assistant(s) 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 shall be sent to the company at the address above so that it is received well in advance of the AGM. If the power of attorney is issued by a legal entity, a certified copy of the corporate registration certificate and other authorization documents shall 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 whose shares are registered in the name of a trustee must temporarily register their shares in their own name in order to participate in the meeting. Such temporary registration of ownership, so-called voting rights registration, made no later than
Proposedagenda
- Opening of the AGM
- Election of Chairman of the AGM
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two minutes-checkers
- Determination of whether the AGM has been duly convened
- Speech by the Managing Director
- 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
- Resolutions regarding
a) Adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet
b) Allocation of the Company's profit in accordance with the adopted Balance Sheet and on record day for dividend
c) Discharge from liability for the Board Members and the Managing Director
- Resolution regarding the number of Board Members to be elected
- Resolution regarding 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
- Resolution regarding the procedure for appointing members of the Nomination Committee
- Resolution on guidelines for remuneration to senior executives
- 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
- Resolution regarding authorization of the Board of Directors to take up certain financing
- Closing of the AGM
Election of Chairman of the AGM (item2):
The Nomination Committee, which is constituted of Tomas Risbecker, Svolder Aktiebolag (Chairman),
Allocation of the company's profit (item 9b):
A dividend of
Number of Board members, remuneration of the Board of Directors and the Auditors and election of Board Members, Chairman of the Board and Auditor (items 10-13):
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
Re-election of
Deloitte is proposed to be new elected as Auditor. If the proposal is approved,
Remuneration to the Board of Directors is proposed to be paid with
Fee to the Auditor is proposed to be paid according to accepted invoice and agreement.
Procedure for appointing members on the Nomination Committee (item14):
The Nomination Committee proposes that the AGM resolves that a new Nomination Committee for the Annual
Guidelines for remuneration to senior executives (item15):
The Board of Directors proposes the following guidelines for remuneration to senior executives.
The Board of Directors' proposal for guidelines for remuneration to senior executives
Board members, the Managing Director and other persons of the executive management (jointly the "executive management") in
The guidelines' promotion of the Company's business strategy, long-term interests and sustainability
The Company's business strategy is to acquire and develop brands and products in the corporate, sports and gifts and home furnishing sectors. The company group will achieve synergies by coordinating design, purchasing, marketing, warehousing and distribution of its product range. To ensure good risk diversification, the group will market its products in the promo market and the retail market.
For more information regarding the Company's business strategy, please see: https://www.nwg.se/en/about-new-wave-group/
A prerequisite for the successful implementation of the Company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration. These guidelines enable the Company to offer the executive management a competitive total remuneration.
Variable cash remuneration covered by these guidelines shall aim at promoting the Company's business strategy and long-term interests, including its sustainability. This is ensured by way of linking the financial and non-financial targets that determine if variable cash remuneration shall be payable to the Company's business strategy and sustainability agenda. The variable cash remuneration is further explained in the section "Variable cash remuneration" below.
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the AGM may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration. Fixed salary and variable remuneration shall be related to the responsibilities and authorities of the executive.
Variable cash remuneration
The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 50 percent of the total fixed cash salary of the fixed annual cash salary.
The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the Company's business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive's long-term development.
To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The board of directors is responsible for the evaluation so far as it concerns variable remuneration to the Managing Director. For variable cash remuneration to other executives, the Managing Director is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the Company.
The criteria for variable cash remuneration shall be designed in a manner to allow the board of directors, in cases of exceptional financial circumstances, to limit or stop payment of variable cash remuneration where such remuneration would be considered unreasonable and incompatible with the Company's responsibilities towards its shareholders, employees and other stakeholders. Further, it shall be possible to limit or stop payment of variable cash remuneration if the board of directors would resolve that it is reasonable for other reasons. The board of directors shall also be entitled to reclaim already paid variable cash remuneration when in cases where it is later discovered that the executive has violated the Company's values, policies, standards or instructions.
Pension and insurance
For the Managing Director as well as the remaining executive management, pension benefits, including health insurance (Sw: sjukförsäkring), shall correspond to the ITP occupational pension plan. Pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension according to an individual agreement or under mandatory collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 percent of the fixed annual cash salary. The Managing Director's variable cash remuneration shall not qualify for pension benefits. Any other executive's variable cash remuneration shall qualify for pension benefits to the extent required by mandatory collective agreement provisions. If the variable cash remuneration qualifies for pension benefits, the pension premiums for premium defined pension shall amount to not more than 30 percent of the fixed annual cash salary.
Other benefits
Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and company cars. Such benefits may amount to not more than ten percent of the fixed annual cash salary.
For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Executives who are expatriates to or from
Remuneration to Board Members in addition to the Board fee
If a Board Member, who is elected by the AGM and is not employed by the Company, carries out work in addition to his/her duties as Board Member, the Board Member may be entitled to consulting fees or other customary remuneration. The Board of Directors shall decide if consulting fees or other customary remuneration shall be payable.
Termination of employment
Upon termination of an employment, the notice period may not exceed twelve months. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for twelve months. When termination is made by the executive, the notice period may not exceed six months, without any right to severance pay.
Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall amount to not more than 60 percent of the fixed cash salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions and be paid during the time the non-compete undertaking applies, however not for more than twelve months following termination of employment.
Salary and employment conditions for employees
In the preparation of the board of directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the board of directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
The decision-making process to determine, review and implement the guidelines
The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the AGM. The guidelines shall be in force until new guidelines are adopted by the AGM. The Board of Directors shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The Board Members are independent of the Company and its executive management. The Managing Director and other members of the executive management do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability.
AuthorizationoftheBoardofDirectorstoresolveonnewissuesofshares(item 16):
The main content of the proposal is authorization of the Board of Directors, for a period up to the next AGM, to resolve, whether on one or several occasions, on new issues of not more than 8,000,000 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
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 AGM, 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, e.g. with an interest rate that is related to the company's results or financial standing.
Additional information
Complete proposals concerning the resolutions 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
Shareholders that have questions regarding the AGM are welcome to contact the company at: bolagsstamma@nwg.se
Processing ofpersonaldata
For information regarding processing of personal data in connection with the AGM, 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
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 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 andvotes
When this notice to attend the AGM was issued, the total number of shares in the company was 132,687,086 distributed among 39,415,360 shares of series A and 93,271,726 shares of series B, constituting a total of 487,425,426 votes.
The Board of Directors
https://news.cision.com/new-wave-group/r/notice-annual-general-meeting-of-new-wave-group-ab--publ-,c3959507
https://mb.cision.com/Main/932/3959507/2723065.pdf
(c) 2024 Cision. All rights reserved., source