AGM Information • Apr 5, 2023
AGM Information
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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
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.
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.
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.
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:
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 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.
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 | A general meeting shall be held at the place |
| where the board has its registered office or | where the board has its registered office or |
| in Malmö. | in Malmö or in Stockholm. |
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.
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.
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.
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.
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.
For information on how your personal data is processed, please see: http://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Kristianstad in April 2023
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Bong AB (publ)
The Board of Directors
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