Notice to Annual General Meeting in Bong AB
The shareholders of Bong AB reg. no. 556034-1579, are hereby invited to attend the Annual General Meeting on Wednesday 10 May 2023 at 13:00 CET at Comfort Hotel Malmö, Carlsgatan 10 C in Malmö.
RIGHT TO ATTEND AND REGISTRATION MADE TO THE COMPANY
Those who which to attend the Annual General Meeting shall
firstly be recorded in the share register kept by Euroclear Sweden AB as of Tuesday 2 May 2023, and
secondly no later than Thursday 4 May 2023, notify the Company of their participation by sending a letter to Bong AB, “Annual General Meeting”, Box 516, 291 25 Kristianstad or via email to [email protected], mark with "Annual General Meeting".
When registering, the name/company name and ID.no/organization number, address, phone number and, where applicable, information about the representative and/or deputy must be stated. If the shareholder intends to bring one or two assistants to the meeting, such participation must be notified as stated above. Complete authorization documents such as registration certificate or equivalent should also be attached to the notification, where applicable, for example for a legal entity.
Nominee-Registered Shares
Anyone who has had their shares registered by a nominee must, in order to have the right to participate in the General Meeting, have the shares registered in their own name, so that the person concerned is registered in the share register maintained by Euroclear Sweden AB on Tuesday, 2 May 2023. Such registration can be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's routines at such a time in advance as the nominee determines. Voting rights registration that has been requested by shareholders in such a time that the registration has been made by the nominee no later than Thursday 4 May 2023 will be taken into account when preparing the share register.
Proxies
Shareholders who are represented by a proxy must issue a written, signed and dated power of attorney for the proxy. If the power of attorney was issued by a legal entity, a certified copy of the registration certificate or equivalent authority document for the legal entity must be attached. The original power of attorney and any certificate of registration should be sent before the general meeting to the Company at the address above.
Proxy forms are available on the Company's website, www.bong.com and are provided to the shareholder upon request.
PROPOSED AGENDA
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- Opening of the General Meeting
- Election of chair of the General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one person to adjust the minutes
- Determination if the General Meeting has been duly convened
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the consolidated auditor’s report
- Resolutions on:
- adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- allocation of the Company’s result according to the adopted balance sheet,
- discharge from liability for the directors and the managing director
- Approval of the Board of Directors' remuneration report
- Resolution on the number of board directors and deputy board directors
- Determination of the remuneration to the Board of Directors
- Resolution on the Board of Directors and Deputy Board Directors
- Determination of the remuneration to the auditor
- Resolution on the auditor
- Resolution on the nomination committee
- Resolution on the members of the nomination committee
- Resolution to amend the articles of association
- Resolution on issue authorisation
- Resolution on authorisation to make minor adjustments
- Close of the meeting
PROPOSALS FOR RESOLUTIONS
Nomination Committee’s proposal (item 2 as well as items 10-16)
The nomination committee, consisting of Christian Paulsson (representative of Paulsson Advisory AB), Stéphane Hamelin (representative of Holdham S.A) and Per Åhlgren (representative of GoMobile Nu AB) has proposed the following:
item 2 Christian Paulsson shall be elected chairman at the Annual General Meeting or, in his absence, the person appointed by the Board.
item 10 The Board shall consist of four ordinary members elected by the general meeting without deputies.
item 11 Remuneration to the members of the Board shall be SEK 300,000 to the chairman of the Board and SEK 150,000 to each of the other members elected by the General Meeting who are not employees of the Company, and fees for work in the audit committee shall be paid with SEK 100,000 for the chairman and with SEK 50,000 for a member.
item 12 The members Christian Paulsson, Stéphane Hamelin, Eric Joan and Per Åhlgren shall be re-elected for the period until the end of the annual general meeting in 2024. Per Åhlgren shall be appointed as the chairperson of the Board.
item 13 The auditor shall receive compensation on an approved account.
item 14 The auditing firm PricewaterhouseCoopers AB shall be re-elected as the Company's auditor for a mandate period of one year, in accordance with the audit committee's recommendation, thus up until the end of the annual general meeting in 2024, whereby the auditing firm has informed that the authorized auditor Tobias Stråhle will be appointed as principal auditor.
item 15 The Company shall have a nomination committee consisting of three members who, prior to the 2024 annual general meeting, shall prepare the election of the chairman and other members of the Board, the election of the chairman at the annual general meeting, instructions for the nomination committee, remuneration questions and related issues and, together with the audit committee, the election of an auditor.
In the event that a shareholder who is represented by one of the members of the nomination committee should substantially reduce its share ownership in the Company or in the event that a member is no longer employed by such shareholder or for any other reason leaves the nomination committee before the 2024 annual general meeting, the nomination committee shall have the right to appoint another representative of the major shareholders to replace such member.
item 16 Stéphane Hamelin (representative of Holdham S.A), Christian Paulsson (representative of Paulsson Advisory AB) and Per Åhlgren (representative of GoMobile Nu AB) shall be appointed as members of the nomination committee. Christian Paulsson shall be appointed chairman of the nomination committee.
The Board of Directors’ proposals
Resolution regarding allocation of the Company’s result in accordance with the adopted balance sheet (item 8b)
The Board of Directors proposes that no dividend shall be paid for the financial year 2022. The Board's complete proposal for profit distribution will be reported in the Company's annual report.
Resolution to amend the articles of association (item 17)
The Board of Directors proposes that the Annual General Meeting resolves to amend § 10 first paragraph of the Company's articles of association to enable the organization of general meetings in Stockholm as follows.
| Current wording § 10 first paragraph | Proposed wording § 10 first paragraph |
| A general meeting shall be held at the place where the board has its registered office or in Malmö. | A general meeting shall be held at the place where the board has its registered office or in Malmö or in Stockholm. |
Resolution on issue authorisation (item 18)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board to, on one or more occasions until the next annual general meeting, with or without regard of shareholders’ pre-emption rights, to resolve on issuance of shares, warrants and/or convertibles. The resolution also includes the right to resolve on issuance of shares, warrants or convertibles with provisions on contribution in kind, set-off issue and or in other ways subscribed in accordance with the Swedish Companies Act. The total number of shares issued in such share issue must be within the limits of the share capital according to the articles of association.
Resolution on authorisation to make minor adjustments (item 19)
Furthermore, the Board proposes that the managing director, or the person that the managing director appoints, should have the right to make adjustments to the decision that may be required upon registration of the resolutions with the Swedish Companies Registration Office.
DOCUMENTS
Complete proposals as well as accounting documents and auditor's report for 2022 will be available at the Company, and on the Company's website www.bong.com, no later than three weeks before the general meeting and will be sent immediately and free of charge to the shareholders who request it and state their postal address. The documents will also be available at the General Meeting.
INFORMATION AT THE METING
The Board and the managing director must, if a shareholder requests it and the Board considers that it can be done without significant damage to the Company, at the meeting provide information about conditions that may affect the assessment of a matter on the agenda, conditions that may affect the assessment of the Company's or subsidiary's financial situation, the consolidated accounts and the Company's relationship with other group companies.
SHARES AND VOTES
At the time of the notice, there are 211,205,058 shares and votes in the Company. The Company does not hold any own shares.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Kristianstad in April 2023
Bong AB (publ)
The Board of Directors