BONG AB GIVES NOTICE TO ANNUAL GENERAL MEETING
The board of director for Bong AB has today resolved to convene the annual general meeting of shareholders according to the translation of the notice below. The notice will be formally announced on 13 April 2022 through publication in Post- och Inrikes Tidningar and on the company’s website.
NOTICE CONVENING THE ANNUAL GENERAL MEETING OF BONG AB
The shareholders of Bong AB, 556034-1578, are hereby given notice of the annual general meeting of shareholders to be held on Wednesday 11 May 2022.
The board of directors has decided that the annual general meeting of shareholders should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders should be able to exercise their voting rights only by post before the meeting. Information on the resolutions passed at the meeting will be disclosed on 11 May 2022 as soon as the outcome of the postal voting has been finally confirmed.
REGISTRATION AND NOTIFICATION
A person who wishes to participate in the annual general meeting by postal voting must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB on Tuesday 3 May 2022, and
- give notice of the intent to participate no later than Tuesday 10 May 2022 by casting its postal votes in accordance with the instructions under the heading Postal voting below so that the postal voting is received by Bong AB no later than that day. Please note that notice of attendance only can be given by postal voting.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must register its shares in its own name so that the shareholder is listed in the presentation of the share register prepared by Euroclear Sweden AB as of the record date Tuesday 3 May 2022. Such re-registration may be temporary (so called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than Thursday 5 May 2021 will be taken into account in the presentation of the share register.
Postal voting
The board of directors has decided that shareholders should be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The form for postal voting is available on the company’s website www.bong.com. Completed and signed forms for postal voting can be sent by mail to Bong AB, Att. Mattias Östberg, Box 516, 291 25 Kristianstad or by e-mail to [email protected]. Completed forms must be received by Bong AB no later than Tuesday 10 May 2022. Further instructions are in the form.
In the postal voting form, the shareholders can request that decisions in one or more of the matters on the proposed agenda be postponed to a so-called continued general meeting, which may not be a pure postal voting meeting. Such a continuing meeting shall take place if the general meeting so decides or if the owner of at least one tenth of all shares in the company so requests.
Power of attorney
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. The period of validity of the power of attorney may be specified for a maximum of five years from the date of issue. Proxy forms are available on the company’s website www.bong.com.
PROPOSED AGENDA
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of a person to adjust the protocol
- Determination as to whether the meeting has been duly convened
- Annual accounts and audit report as well as group annual accounts and group audit report put forward
- Resolution on
- adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
- dispositions in respect of the company’s result pursuant to the adopted balance sheet;
- discharge from liability of the board directors and the managing director
- Resolution on approval of remuneration report
- Determination of the number of board directors and deputy board directors
- Determination of fees to the board of directors
- Election of board directors and deputy board directors
- Determination of fees to the auditor
- Election of auditor
- Resolution on the Nomination Committee
- Election of members of the nomination committee
- Resolution on issue authorisation
- Resolution on a proposal to amend the Articles of Association
PROPOSALS
Preparation and approval of the voting list (Item 2)
The voting list proposed to be approved is the list which is to be based on the general meeting share register and received postal votes, controlled and checked by the person assigned to check the minutes.
Approval of the agenda (Item 3)
The Board proposes that the agenda in accordance with the proposal in this notice "Proposed agenda" shall be approved.
Election of minute-checker (Item 4)
The Board proposes that Erik Mitteregger, or if he is prevented from participating, the person appointed by the board of directors, to check the minutes. The assignment to check the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
Dispositions in respect of the company’s result (Item 7b)
The board of directors proposes that no dividends are distributed for the financial year 2021. The Board's complete proposal for the allocation of earnings will be reported in the company's annual report.
(Item 1 and 9-15)
The nomination committee has consisted of Christian Paulsson (representing Paulsson Advisory AB), Stèphane Hamelin (representing Holdham S.A) and Per Åhlgren (representing GoMobile Nu AB). The nomination committee has proposed the following:
Item 1 Christian Paulsson shall be elected chairman of the annual general meeting, or, in his absence, the person appointed by the board.
Item 9 The board of directors shall consist of four board directors and no deputy board directors.
Item 10 Fees to the board of directors shall be paid with SEK 300,000 to the chairman and SEK 150,000 to each of the other board members elected by the general meeting and not employed with the company and in addition fees for work in the audit committee and the remuneration committee shall be SEK 100,000 to the chairman and SEK 50,000 to each member.
Item 11 Re-election will take place by members Christian Paulsson, Stéphane Hamelin, Eric Joan and Per Åhlgren for the period up to and including the end of the 2023 Annual General Meeting.
Item 12 The auditor’s fees shall be paid according to agreement.
Item 13 The accounting company PricewaterhouseCoopers AB shall be elected auditor of the company for the period the annual general meeting 2023. The company has been informed that that the authorised public accountant Tobias Stråhle will be appointed as auditor in charge.
Item 14 The company shall have a nomination committee consisting of three members who shall be prepare election of chairman and other board members, election of chairman of the annual general meeting, instruction to the nomination committee, fee proposals and related issues before the annual general meeting 2023, and, in conjunction with the audit committee, election of auditor.
If a shareholder represented by any of the members of the nomination committee should substantially reduce its shareholding in the company or in the event a member no longer is employed with such shareholder or for any other reason should leave the nomination committee before the annual general meeting 2023, the nomination committee shall be entitled to appoint another representative of the major shareholders to replace such member.
Item 15 Stéphane Hamelin (representing Holdham S.A.), Christian Paulsson (representing Paulsson Advisory AB) and Per Åhlgren (representing GoMobile Nu AB) shall be elected as members of the nomination committee. Christian Paulsson shall be elected as chairman of the nomination committee.
Resolution on issue authorisation (Item 16)
The board of directors proposes that the annual general meeting authorises the board of directors to, on one or several occasions during the period up until the next annual general meeting, with or without deviation from the shareholders’ preferential right, resolve on issues of shares, warrants and/or convertibles. The authorisation shall also include the right to resolve on issues of shares, warrants and/or convertibles with terms concerning issues in kind, offset rights or other terms stated in the Swedish Companies Act. The total number of shares that may be issued by virtue of the authorisation shall be within the limits of the share capital as stated in the articles of association.
The Board of Directors further proposes that the managing director, or anyone appointed by the managing director, shall have the right to make any adjustments that may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office (Sw: Bolagsverket).
Resolution on a proposal to amend the Articles of Association (Item 17)
The Board of Directors proposes that a new § 12 be introduced in the Company's Articles of Association with the wording as follows:
The Board may collect proxies in accordance with the procedure specified in Chapter 7. Section 4, second paragraph, of the Swedish Companies Act (2005: 551). Prior to a general meeting, the board may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting in accordance with the procedure specified in ch. Section 4 a of the Swedish Companies Act (2005: 551).
The current § 12 of the Articles of Association is given a new number § 13.
DOCUMENTS
Copies of complete proposals, the remuneration report, the annual report and the auditor’s report for 2021 will be available at the company and at the company’s website, www.bong.com, three weeks before the annual general meeting at the latest and will be promptly sent to shareholders without charge who so request and state their address.
SHAREHOLDERS’ RIGHT TO RECEIVE INFORMATION
The board of directors and the CEO 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 may affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group. A request for such information shall be made in writing to the company no later than ten days prior to the annual general meeting to [email protected]. The questions and responses will be made avaible and sent to those shareholders who so request and state their address no later than five days prior to the annual meeting. The questions and responses will also be made available on the company's website, www.bong.com
SHARES AND VOTES
The number of shares and votes in the company at the time of this notice is 211,205,058. The company holds no treasury stock.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy_Notice_Boss_Final_SWE_30112020.pdf
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Kristianstad in April 2022
Bong AB (publ)
Board of directors