New Wave Group Annual Report 2024 | Page 88

NWG // FINANCIAL INFORMATION

New Wave Group ' s share

The number of shares in New Wave Group AB amounts to 132,687,086 with a quota value of SEK 1.50. The shares have equal rights to the Company’ s assets and profits. Each Series A share carries ten votes and each Series B share carries one vote. The offer of first refusal is in place for Series A shareholders in accordance with paragraph 14 of the articles of association.

As per 31 December 2024, Torsten Jansson through companies owns 33.8( 34.5) % of the capital and 82.0( 82.2) % of the votes. The following authorization has been given to the Board until the next AGM:

# To, on one or more occasions, decide on the new issue of a maximum of 8 000 000 Series B shares. The authorization includes the right to decide to deviate from the shareholders’ preferential rights, unless the decision refers to a new issue in which consideration is comprised only of cash. Through decisions supported by the authorization, share capital will be allowed to increase by a total maximum of SEK 12 000 000. The authorization will also include the right to decide on new issues with a dominance in kind, or that shares shall be subscribed with a right of set-off or otherwise with conditions as stated in chapter 13, section 5, paragraph 1, point 6 of the Companies Act. The reason for the deviation from the shareholders’ preferential rights is that the new issue of shares shall be used for the acquisition of companies and for financing continued expansion. The basis of the issue price will be the share’ s market value at the time of issue. For a valid decision under this item, the meeting ' s decision must be supported by shareholders who represent at least two-thirds of both the votes cast and the shares represented at the meeting.

# To, on one or more occasions, decide to raise financing of a kind that is covered by the provisions in chapter 11, section 11 of the Companies Act. Such financing will take place on market terms. The reason for this authorization is that the Company should have the opportunity to raise financing on attractive terms for the Company in which the interest rate may depend on the Company’ s result or financial position, for example.

For additional information about the share, see pages 50-53.

Financial targets and dividend policy

New Wave Group strives for sustainable, profitable sales growth through expansion in its three operating segments: Corporate, Sports & Leisure and Gifts & Home Furnishings. Over a period of one business cycle, the Group’ s growth target is between 10 and 20 % per year, of which between 5 and 10 % is organic growth, and a 20 % operating margin. In addition, New Wave Group aims for at least 40 % equity ratio over one business cycle.

The dividend policy means that 40 % of the Group ' s net profit shall be distributed over a business cycle.

In general

A report on the Group’ s governance and the work of the Board is presented in the section on Corporate Governance found on pages 40-46.

Proposed distribution of profit

The following is at the disposal of the Annual General Meeting:

The Board proposes a dividend of SEK 3.50( 3.50) per share, corresponding to SEK 464,404,801( 464,404,801), and that SEK 1,669,488,491 is carried forward. The dividend is divided into semi-annual payments of SEK 1.75 per share.

The Board of Directors ' statement regarding distribution of profit

calculated according to the IFRS standards as adopted by the EU, and in accordance with Swedish law through the application of the Swedish Financial Reporting Board’ s recommendation, RFR 1 Supplementary Accounting Rules for Corporate Groups. The Parent Company’ s equity has been calculated according to Swedish law and through the application of the Swedish Financial Reporting Board’ s recommendation, RFR 2 Accounting for Legal Entities.

The proposed distribution of profit corresponds to 53( 42)% of the Group’ s result for the year, which is in line with the stated objective that dividend should equate to 40 % of the Group’ s profits for the year over one business cycle. Investment plans, consolidation requirements, liquidity and overall position have been taken into account.

The Board finds that there is full coverage of the Company’ s restricted equity following the proposed distribution of profit. The Board also finds that the proposed dividend to shareholders is justified with regard to the parameters stated in chapter 17, section 3, paragraphs 2 and 3 of the Companies Act( the nature, scope, and risks of the business, and consolidation requirements, liquidity, and overall position).

In relation to this, the Board would like to stress the following:

088 // ANNUAL REPORT