STOCKHOLM, Sweden, April 1, 2005 (PRIMEZONE) -- Shareholders of NEW WAVE GROUP AB (publ) are hereby summoned to the Annual General Meeting to be held on Thursday, 12 May 2005, at 1.00 p.m. (Swedish time). Location: ForeningsSparbanken Sjuharad, Horsalen, Asbogatan 8, Boras, Sweden.
Right to participate and notification of attendance
Shareholders intending to attend the Annual General Meeting must
- be recorded as shareholders in the Shareholder Register maintained by the Swedish Securities Register Centre (VPC AB) as per Monday, 2 May 2005, and must
- notify New Wave Group of their intention to attend the Meeting not later than noon (Swedish time) on Friday, 6 May 2005, to the following address:
New Wave Group AB (publ), P.O. Box 2129, 442 02 Ytterby, SWEDEN, or by telephone to no. +46 303 246500, or by facsimile to no. +46 303 246599.
Shareholders whose shares are held in trust by a bank or private broker must temporarily register their shares in their own names in the Shareholder Register to be able to attend the Annual General Meeting. Such registration must be completed not later than Monday, 2 May 2005 and shareholders are therefore advised to notify the trustee well in advance of this date of their request to have their shares re-registered.
Shareholders or representatives for shareholders may bring no more than two assistants to the Annual General Meeting. Assistant for shareholder may be brought only if the shareholder has notified the Company about the number of assistants beforehand. Such notice must be given no later than at the time when the shareholder's notification shall be given in accordance with the above.
Proposed agenda and proposed decisions
1. Opening of the Meeting
2. Election of a chairman to preside over the Meeting
3. Preparation and verification of the voting list
4. Setting of the agenda
5. Election of one or two persons to check and sign the minutes
together with the chairman
6. Decision as to whether the Meeting has been properly called
7. Address by the CEO
8. Presentation of the Annual Report the Auditor's Report, the
Consolidated Financial Statement and the Consolidated Auditor's
Report for 2004
9. Decision on
(a) the approval of the Profit and Loss Account and Balance Sheet
and the Consolidated Profit and Loss Account and Consolidated
Balance Sheet for 2004
(b) appropriation of the Company's profits in accordance with the
adopted Balance Sheet
Proposed decision: See below
(c) Decision as to whether to discharge the Directors and the
President from liability for their administration during the
financial year 2004
10. Decision on the number of Directors, Deputy Directors, Auditors
and Deputy Auditors to be elected by the Meeting
11. Decision on Directors' and Auditors' fees
Proposed decision: The Board; 440,000 SEK to directors, not
employed within the group of companies, elected at the Annual
General Meeting. The Auditors: As invoiced
12. Election of Directors and Deputy Directors
Proposed decision: New election of Hakan Thylen, Torsten
Jansson, Lennart Bohlin and Hans Johansson as Directors.
No Deputy Directors
13. Auditors
Proposed decision: Per Schwartzman has announced that his
position as auditor will expire in advance, whereas it is
proposed that he is replaced by Bjarne Fredriksson for the
remaining term of office.
14. Decision on new procedure for election of nomination committee
Proposed decision: It is proposed that the procedure is
changed so that the committee consist of three members who are
elected through voting based on personal qualities at the
General Shareholders Meeting
15. Election of members to the nomination committee
Proposed decision: Election of Hakan Thylen (chairman of the
board in New Wave Group AB), Britt Reigo (Robur) and Torsten
Jansson (CEO and largest owner in New Wave Group AB)
16. Decision on reduction of the shares par value (so-called split)
with thereto appurtenant amendments in the Articles of
Association (Proposed decision: See below)
17. Authorisation of the board to make a new directed share issue
for the acquisition of shares or other rights in companies or
establishments and/or for financing further expansion (Proposed
decision: See below)
18. Decision on a new issue of debentures with attached share option
rights (Proposed decision: See below)
19. Other Agenda Items
20. Closing of the Annual General Meeting
Dividend (Item 9 b)
The Board of Directors propose that a dividend of 1.50 SEK per share shall be paid to the shareholders, and that the record date for payment of the dividend shall be 18 May 2005. If this proposal is adopted by the General Annual Meeting, dividends are expected to be distributed by VPC AB on 23 May 2005.
Decision on reduction of the shares par value, split 2:1 (Item 16)
The proposed decision means a reduction of the shares par value from 6 SEK to 3 SEK (Split 2:1). Proposed record date for the issue of bonus shares and the split is 10 August 2005, meaning that 8 August 2005 will be the first trading day applying the new par value.
Authorisation of the board to decide on offering a new issue of shares (Item 17)
The proposed decision is to authorise the board to, on one or several occasions, decide on a new issue of a total of up to 6,000,000 shares of class B in the company with a par nominal value of 3 SEK per share, with or without shareholders subscription privilege in accordance with Chapter 4 # 2 in the Companies Act. The authorisation shall refer to new issues of shares in connection with acquisition of shares or other rights in companies or establishments and/or for financing further expansion. The authorisation shall give the board the possibility to decide that the new issue of shares can be paid with capital contributed in kind provided the stipulations as mentioned in Chapter 4 # 6, first paragraph, in the Companies Act are observed. The reason for the deviation from the shareholders subscription privilege is that the issued shares shall be used for acquisition of shares or other rights in companies or establishments, for financing further expansion and/or to gain a better shareholder structure. The dilution effect on the share capital and the number of votes will, if the maximum amount of new shares is subscribed, be approx. 8,29 % (share capital) and 2,22 % (votes), when no consideration has been taken to the issuance of new shares that will be effected during the spring. The decision is valid only if it is supported of shareholders holding at least two thirds of both (i) the given votes and (ii) the shares represented at the Annual General Meeting.
New issue of debentures with attached share option rights (Item 18)
The proposed decision means that a loan up to a limit of 25 SEK will be raised through an issue of debentures with attached share option rights for subscription of B-shares. To the debentures is attached a maximum of 1,500,000 separable share option rights for subscription up to a limit of 1,500,000 new B-shares (after share split in accordance with item 15 above). This means that the share capital shall increase to 4,500,000 SEK if the subscription rights are fully utilized. The issue shall, with deviation from the shareholders subscription privilege, be directed towards New Wave Group Incentives ("NWI"), and NWI shall thereafter offer the separated share option rights to employees within leading positions within the New Wave group of companies. In connection with the transfer of the share option rights to the employees within leading positions the buyer shall pay a option premium corresponding to the value of the share option rights as decided in accordance with an external valuation made in accordance with a well established valuation method (Black & Scholes- model). The reason for the deviation from the shareholders subscription privilege is to, through the sale to the employees in leading positions, create a personal and long term shareholding engagement for these key employees and to improve the possibilities of recruiting qualified leading employees. It is proposed that the allocation of the separated share option rights to key employees within the New Wave group of companies shall be decided on by the board of directors. The debentures shall be signed at nominal value. When exercising the subscription right the holder shall for each share pay a sum corresponding to an amount equivalent to 125 percent of the average quoted share price (payment price) on the company's B-shares at the end of each trading day during the period from 9 May 2005, inclusive, up to 20 May 2005, inclusive. Call for subscription of shares can be made during the period from 1 June 2008, inclusive, up to 30 June 2008, inclusive. Subscription and payment of the debentures shall be made no later than 1 July 2005. The dilution effect on the share capital and the number of votes will, if the maximum amount of new shares is subscribed, be approx. 2,27 % (share capital) and 0,57 % (votes), when in the calculation no consideration has been taken to the authorisation to issue new shares (item 17). The total dilution effect, including the company's share option programme 2003/2006 in which conversion can be done 2006 will be approx. 4,93 % (share capital) and 1,26 % (votes). The decision is valid only if it is supported of shareholders holding at least nine tenths of both (i) the given votes and (ii) the shares represented at the Annual General Meeting. It is also proposed that the Annual general Meeting approve of the above described transfers to the employees within the New Wave group of companies.
The Boards complete proposals to the above mentioned decisions will be made available for shareholders from 25 April 2005 at the Company's head office (address, telephone no., and facsimile no. as mentioned above). Shareholders who wish to study the proposal can notify this to the company's contact person Maria Johansson who will arrange that the material will be sent to the shareholder.
Ytterby, Sweden on 1 April 2005
New Wave Group AB (publ) The Board of Directors
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