New Wave Group AB — AGM Information 2013

Apr 4, 2013

Notice e Annual General Meeting of New W Wave Gro oup AB (p publ)

The share eholders in New w Wave Group AB (publ) are hereby notified d of Annual Ge eneral Meeting g

Date and t time: Tuesday M May 7, 2013 at 1 13:00 (CET)

Place: Kos sta Boda Art Ho tel, Stora vägen n 75, SE-360 52 2 Kosta, Swede n

Right to p participate and notice of parti cipation:

Sharehold Sweden A Group A bolagssta personal/c accompan notified to ers, who wish to B (Euroclear) o B (publ), "A amma@nwg.se corporate registr ied by an assis the company as o participate in n April 30, 2013 AGM" Orrekull e no later than ration number, a stant at the Mee s specified abov the Meeting, sh 3 and give notic la Industrigat on April 30, 2 address and tel eting, the numb ve. hall be registere ce of their intenti ta 61, SE-425 2013 before 12 ephone numbe ber of assistants d in the register ion to participat 5 36 Hisings 2:00 (CET). Wh r (daytime) sha s (maximum two r of shareholder e to the compan s Kärra, Swe hen giving notic ll be stated. If a o) and the nam rs maintained b ny in writing to: eden, or by ce of participat a shareholder in e of the assista y Euroclear New Wave e-mail to tion, name, ntends to be ant must be

If the shar power of a the power documents of participa reholder intends attorney in the o of attorney is is s should be sen ation as stipulat s to be represe original should b ssued by a lega nt to the compa ed above. A pro ented by proxy be sent to the co al entity, a certif ny. Please note oxy form is avai a written, date ompany at the a fied copy of the e that sharehold lable on the com d, power of att address provide e corporate regis ders who are re mpany's website torney shall be ed above no late stration certifica epresented by p e www.nwg.se. issued for the er than on April ate and other au proxy must also proxy. The 30, 2013. If uthorization give notice

Sharehold the shares requested ers who have tr s in its own na at the trustee h rustee-registere ame at Eurocle holding the share ed shares shoul ear. Such regis es in good time ld, in order to h stration must be prior to this dat ave a right to p e completed on te. participate in the n April 30, 201 e Meeting, have 13 and therefor e registered re must be

Proposed agenda:

• 1. Openin ng of the Meetin ng
• 1. Electio on of Chairman of the Meeting
• 1. Prepar ration and appro oval of the votin ng list
• 1. Approv val of the agend da
• 1. Electio on of one or two o minutes-check kers
• 1. Determ mination of whet ther the Meeting g has been duly y convened
• 1. Speec ch by the Manag ging Director
• 1. Presen on the of dete ntation of the An Consolidated F ermination of re nnual Report an Financial Statem muneration to s nd the Auditors' ments and prese senior executive ' Report, the Co entation of Aud es which has be onsolidated Fina itors' Statemen en in force sinc ancial Statemen t regarding com ce the last Annua nts and the Aud mpliance with th al General Mee itors' report e principles eting.
• 1. Resolu utions regarding
• a) Ado Bala option of the In ance Sheet gncome Stateme ent and Balanc ce Sheet and t the Consolidate ed Income Sta atement and Co onsolidated
• b) Res on r solution in respe record day for d ect of allocation dividend n of the Compan ny's profit in acc cordance with t he adopted Bal ance Sheet and d resolution
• c) Res solution regardin ng discharge fro om liability for th he Board Memb bers and the Ma naging Director
• 1. Determ mination of the n number of Board d Members to b be elected
• 1. Determ mination of the r remuneration to o be paid to the Board of Directo ors and the Aud ditors
• 1. Electio on of members o of the Board an d the Chairman n of the Board
• 1. Electio on of Auditors
• 14. Resolu ution regarding the procedure f for appointing m members of the N Nominating Com mmittee
• 1. Adopti on of principles s for determinati on of remunera ation payable to senior executiv ves
• 1. Resolu of acqu ution regarding uiring shares/in authorization of terests in comp f the Board of D panies or busine Directors to reso esses and/or for olve about direc r financing conti cted new issues nued expansion rs of shares for t nB, Arne Lööw, the purpose
• 1. Resolu ution regarding authorization of f the Board of D Directors to take up certain finan ncing
• 18 Closin g of the Meeting g

Election o of Chairman of the Meeting (it tem 2):

The Nomin fonden, an nating Committ nd Kenneth And tee, which cons ersen, Home C stitutes of Torst Capital, proposes ten Jansson, T s Anders Dahlv Torsten Jansson ig as the Chairm n Förvalning AB man of the Meet ting. Fjärde AP-

Dividend ( (item 9 b):

A dividend 2013. Prov be paid thr d of 1 SEK per vided that the M rough Euroclear share is propo Meeting resolves r on May 16, 20 osed. The propo s in accordance 013. osed record dat e with the propo te for entitleme osal of the Board ent to receive a d of Directors, t cash dividend the dividend is e is May 13, expected to

Number o Chairman of Board memb of the Board a bers, remunera and Auditor (ite ation of the Bo em 10-13): oard of Directo ors and the Aud ditors and elec ction of Board Members,

The Nomin nating Committe ee has presente ed the following proposals:

The Board d of Directors sh hall comprise six x Members and no Deputies.

The follow Helle Krus Ernst & Yo wing Board Mem e Nielsen and A oung AB is prop mbers are propo Anders Dahlvig. posed to be re-e osed for re-elect Anders Dahlvig elected as Audito tion: Torsten Ja g is proposed to ors. ansson, Mats Å o be re-elected a rjes, Göran Här as Chairman of rstedt, Christina f the Board. a Bellander, The fees to the Board of Directors is proposed to be unchanged since last year and be paid with SEK 270 000 to the Chairman and SEK 135 000 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 2014 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, 2013 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 company acquisitions or to finance continued expansion. 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 twothirds 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, 16, 2013 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 20 707 680 shares of series A and 45 635 863 shares of series B, constituting a total of 252 712 663 votes.

Göteborg in March 2013 New Wave Group AB (publ)

The Board of Directors