NOTICE CONVENING THE ANNUAL GENERAL MEETING OF BONG AB
The shareholders of Bong AB, 556034-1579, are hereby given notice of the annual general meeting of shareholders to be held on Wednesday 12 May 2021.
Due to the coronavirus and rules and recommendations from public agencies 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 12 May 2021 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 4 May 2021, and
- give notice of the intent to participate no later than Tuesday 11 May 2021 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 4 May 2021. 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 6 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 (2020:198) 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 35 Kristianstad or by e-mail to [email protected]. Completed forms must be received by Bong AB no later than 11 May 2021. Further instructions are in the form.
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. Proxy forms are available on the company’s website www.bong.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
PROPOSED AGENDA
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of a minute-checker
- Determination as to whether the meeting has been duly convened
- Presentation of annual report and auditor’s report and the consolidated financial statements and the group auditor’s report
- 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 nomination committee
- Election of members of the nomination committee
- Resolution on authorisation for the board of directors to resolve on issues of shares, warrants and/or convertibles
PROPOSALS
Election of chairman of the meeting (item 1)
The Bong nomination committee has proposed Christian Paulsson as chairman of the annual general meeting or, in the event he is prevented from participating, the person appointed by the board of directors.
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.
Election of minute-checker (item 4)
The board of directors proposes Theodor Jeansson, 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 2020, but that available means amounting to SEK 125,279,602.98, including year’s result of SEK - 56,728,106.61, are balanced in new account.
Determination of the number of board directors and deputy board directors (item 9), Determination of fees to the board of directors (item 10), Election of board directors and deputy board directors (item 11), Determination of fees to the auditor (item 12), Election of auditor (item 13), Resolution on nomination committee (item 14) and Election of members of the nomination committee (item 15)
The nomination committee has consisted of Stéphane Hamelin (representative of Holdham S.A), Christian Paulsson (representing Paulsson Advisory AB and Per Åhlgren (representing GoMobile Nu AB), together representing approximately 44 per cent of the number of shares and votes in the company.
The nomination committee has proposed the following:
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: Board directors as for the period up to and including the annual general meeting 2022 shall be Stéphane Hamelin, Eric Joan, Christian Paulsson, who is also proposed to be chairman of the board, and Per Åhlgren.
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 2022. The company has been informed that that the authorised public accountant Lars Nilsson will be appointed as auditor in charge.
The proposal from the nomination committee is in accordance with the recommendation from the audit committee.
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 2022, 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 2022, 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 re-elected as members of the nomination committee. Stéphane Hamelin shall be re-elected as chairman of the nomination committee.
Resolution on authorisation for the board of directors to resolve on issues of shares, warrants and/or convertibles (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 purpose of the authorisation is to strengthen the company’s capital base and equity ratio or to ensure financing of acquisitions of companies or businesses. Issues by virtue of the authorisation shall be made on market conditions.
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).
DOCUMENTS
Copies of complete proposals, the remuneration report, the annual report and the auditor’s report for 2020 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. Such request shall be made in writing to Bong AB, Att. Mattias Östberg, Box 516, 291 25 Kristianstad or by e-mail to [email protected] or by phone 044-207045. The general meeting share register will be available at the company’s office, Uddevägen 3, 291 54 Kristianstad.
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, i.e 2 May 2021 at the latest, to Bong AB, Att. Mattias Östberg, Box 516, 291 25 Kristianstad or by e-mail to [email protected]. The questions and responses will be made available on the company's website, www.bong.com and will also be sent to those shareholders who so request and state their address.
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 2021
Bong AB (publ)
Board of directors