The shareholders of Bong AB reg. no. 556034-1579 are hereby invited to attend the annual general meeting on Wednesday 14 May 2025 at 13:00 CET at Mangold Fondkommission AB, Nybrogatan 55 in Stockholm.
RIGHT TO ATTEND AND REGISTRATION MADE TO THE COMPANY
Those who wish to attend the annual general meeting shall
firstly be recorded in the share register kept by Euroclear Sweden AB as of Tuesday 6 May 2025, and
secondly no later than Thursday 8 May 2025, notify the Company of their participation by sending a letter to Bong AB, at: “Annual General Meeting”, Box 516, 291 25 Kristianstad or via email to anmalan.arsstamma@bong.com, 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 annual 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 6 May 2025. 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 8 May 2025 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 annual 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
PROPOSALS FOR RESOLUTIONS
Nomination Committee’s proposal (item 2 as well as items 10-15)
The nomination committee, consisting of Stéphane Hamelin (representative of Holdham S.A), Per Åhlgren (representative of GoMobile Nu AB) and Bengt Stillström has proposed the following:
item 2 Per Åhlgren shall be elected chairperson at the annual general meeting.
item 10 The board shall consist of four ordinary members elected by the annual general meeting without deputies.
item 11 Remuneration to the members of the board shall be SEK 300,000 to the chairperson of the board and SEK 150,000 to each of the other members elected by the annual 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 chairperson 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 next annual general meeting in 2026. Per Åhlgren shall be appointed as the chairperson of the board.
item 13 A registered auditing company shall be appointed as the auditor.
item 14 The auditor shall receive compensation on an approved account.
item 15 The auditing firm Grant Thornton Sweden AB shall be 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 2026, whereby the auditing firm has informed that the authorized auditor Mia Rutenius will be appointed as principal auditor.
The Board of Directors’ proposals (item 8(b) as well as item 16)
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 2024. The board's complete proposal for profit distribution will be reported in the Company's annual report.
Resolution on issue authorisation (item 16)
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 not exceed 10 per cent of the total number of issued and outstanding shares at the time for this resolution by the general meeting.
The board of directors, or the person appointed by the board of directors, shall be entitled to make such minor adjustments to the resolutions of the general meeting as may be required for registration with the Swedish Companies Registration Office.
DOCUMENTS
Complete proposals as well as accounting documents and auditor's report for 2024 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 2025
Bong AB (publ)
For further information, please contact Carsten Grimmer, CFO of Bong AB (publ). Tel (switchboard) +46 44-20 70 00.