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Bong

Annual Report Apr 21, 2021

3141_10-k_2021-04-21_373550dd-27c6-4b8b-a1c5-a4c4c583de1c.pdf

Annual Report

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BONG ANNUAL REPORT 2020

Table of contents

  • 1 Letter to the shareholders
  • 2 Markets and Bong's Offering
  • 3 Overview of Bong's sustainability work
  • 4 Sustainability Report
  • 7 Five-year summary
  • 8 The share
  • 9 Board of Directors' Report
  • 14 Consolidated income statements
  • 15 Consolidated balance sheet
  • 16 Statement of changes in consolidated equity
  • 17 Consolidated statement of cash flow
  • 18 Income statements for parent company
  • 19 Balance sheet for parent company
  • 20 Changes in equity for parent company
  • 21 Cash flow statement for parent company
  • 22 Accounting policies
  • 26 Notes

d

  • 37 Signatures of the Board of Directors
  • 38 Auditor's Report
  • 40 Board of Directors and Management Team Definitions Annual General Meeting 2021

2020 in brief

  • l Net sales amounted to SEK 1,843 million (2,166).
  • l Operating profit was SEK -19 million (32). Impacted by a capital gain of SEK 10 million (2), restructuring cost of SEK -15 million (-12) and write-down of goodwill of SEK -35 million (0).
  • l Earnings after tax was SEK -66 million (-24).
  • l Earnings per share was SEK -0.31 (-0.11).
  • l Net debt at year-end was SEK 471 million (506).
  • l The equity ratio at the end of the year was 30 per cent (33).

Bong in one minute

Bong is one of the leading envelope manufacturers in Europe, offering a wide and flexible range of solutions for distribution and packaging of information, advertisement and lightweight goods.

Important growth areas in the Group are packaging within retail and e-commerce and the envelope market within Eastern Europe. The Group has annual sales of approximately SEK 1.8 billion and about 1,200 employees in 13 countries.

Bong has strong market positions in most of the important markets in Europe and the Group sees interesting possibilities for continued development. Bong is a public limited company and its shares are listed on Nasdaq Stockholm (Small Cap).

2016
2,135
9
297
30
0.4
1,556

Year to date

1

Good growth for light packaging

MARKET AND INDUSTRY

The Covid-19 pandemic has led to profound changes in operating environments across markets and countries. The global economy has entered a recession, supply chains have been suffering and consumer behavior has changed at a rapid pace especially into E-Purchases and E-Commerce.

After a drastic decline of sales in Q2 2020 we were seeing a slow but continuous recovery in the second half of the year. Q4 was dominated by the second wave of the pandemic with hard lockdowns in most European countries. Vaccinations have started and we see light at the end of the tunnel. It will still take time, however, before all negative effects of the pandemic become evident.

LIGHT PACKAGING

Due to the increased need for E-Commerce packaging our Bubble mailers increased at 28% and our All Board Range at 50%. With 46% increase Bong's Paper Carrier Bags were profiting from the trend away from Plastics. The hard lockdowns during 2020 in most of Europe with non-essential shops being completely closed resulted in a heavy –13% decline for our Retail Gift Bags. The overall increase in Bong's Light Packaging for 2020 amounts to 1.6% (all figures currency adjusted in comparison with 2019).

We are confident that our positive development will continue in 2021 as the growth opportunities remain strong for our new E-Commerce packaging range and other existing products in our portfolio used in E-Commerce. But also our products in the Retail business will

Letter to the shareholders

In 2020 we saw an extremely challenging economic environment as a result of the Covid-19 pandemic. Bong managed to keep costs under control and in Q4 started again to deliver sound operational results (before impairment of goodwill). In 2021 new investments in light packaging products will accelerate our growth in this segment.

continue their growth path. Especially Retail Gift Bags should see a positive development when shops are reopening and environmentally friendly paper based packaging products are again in demand.

We will further invest into our production capacity for light packaging products in 2021. We expect this additional capacity to be up and running in the beginning of Q3 2021.

ENVELOPE

After a drastic decline of sales in Q2 2020 and a slow but continuous recovery of the European envelope market in Q3 2020 we have seen a Q4 2020 that is following more the long-term trend.

Bong's own 2020 development in envelope sales is in line with the market development.

Overall, the sales decreased by 18% compared to 2019 in the envelope segment. The total European market size in 2020 was amounting to app. 47 Billion envelopes according to the latest FEPE statistics.

OPERATING PROFIT

The Group's currency-adjusted sales decreased by 14% compared with previous year also due to the Covid-19 effect. Bong's gross margin has slightly increased compared to last year. The operating profit in 2020 was affected negatively by restructuring cost of SEK 15 million (12) and an impairment of Goodwill of SEK 35 million (0). As a result, the operating profit decreased to SEK - 19 million (32).

REDUCED CASH FLOW BUT STABLE ADJUSTED NET DEBT / ADJUSTED EBITDA

Cash flow from operating activities amounted to SEK 34 million (100). Adjusted net debt/adjusted EBITDA according to Bong's Bond loan amounts to 2.70.

RESTRUCTURING AND SAVING INITIATIVES

The initiated restructuring in UK and in France as well as the saving efforts in all countries are developing according to plan. The achieved savings were already helping us in Q3 and Q4 2020, but we will see more effects in 2021.

ORGANIZATIONAL CHANGES

In Q2 we closed our Estonian factory and moved the envelope production to sites in Sweden, Poland and Germany.

FOCUS AND STRATEGY

We are convinced to be on the right track with the strategic focus on Light Packaging products including Bong's new E-Commerce packaging range and to emerge stronger from the crisis. To strengthen and accelerate the growth in Light Packaging we will further invest in the upcoming years.

In 2020 we have repurchased 21.75 MSEK of our own bond loan with an outstanding nominal amount of 210 MSEK and we will try to reduce this amount further. In February 2021 1.5 MSEK were already repurchased.

SUSTAINABILITY

Sustainability remains one of our top priorities. At Bong, we will do our utmost to develop packaging products which are made from renewable resources or recycled material, and which are recyclable or reusable.

At all our production sites we will continue our efforts to reduce emissions, water and waste, which goes hand in hand with our factory efficiency program.

This annual report contains our sustainability report, which is also a communication on progress according to Global Compact as regards protecting the environment, human rights, social relations and fighting corruption. We are pleased to confirm our continued support for the UN initiative and to belong to the growing circle of companies and individuals who see sustainability work as a natural part of business. This is our fourth report that we do in the context of Global Compact.

THANKS TO EMPLOYEES AND SHAREHOLDERS

Last but not least I am particularly thanking all our hard working and dedicated employees as well as our stakeholders and shareholders for their support in these difficult times.

Kristianstad, April 2021

Kai Steigleder Chief Executive Officer

The market and Bong's offer

Bong is one of the leading providers of Light Packaging and Envelopes in Europe that offers solutions for distribution and protection of light weight goods, information and advertising materials

THE LIGHT PACKAGING MARKET

Light packaging offers high protection while at the same time reducing packaging material, weight, volume, size and packaging waste. The market for light packaging is quite fragmented with many different competitors in each sub-segment.

E-commerce

Europe-wide growth in e-commerce has continued in 2020, fuelled by increased online purchases during the COVID-19 lockdown. Overall the e-commerce growth in Europe amounts to approximately 13% compared to 2019 1 . The largest segment is clothing (including footwear) with almost 180 million Europeans buying fashion items online.²

Flexible and lightweight packaging solutions are ideal for shipping this type of goods because the content is not fragile or highly sensitive. By using a flexible packaging, online shops can reduce the volume and weight of the packages as the material adapts to the content. Senders can also save on packaging material and freight costs compared to traditional packaging products such as corrugated boxes.

There are different kinds of flexible packaging solutions on the market, such as plastic bags, air bubble mailers, padded bags or kraft paper mailers. Based on a growing demand for sustainable solutions, the packaging industry has increased its focus on renewable and recyclable materials.

BONG'S LIGHT PACKAGING OFFER

Bong offers a wide range of light packaging products for different distribution channels and applications such as e-commerce and retail. This includes expanders and pockets in various materials such as kraft paper, Tyvek®, air bubble mailers, paper padded bags, all board mailers and corrugated packaging.

Well adapted packaging for e-commerce

Shipping packaging must be able to resist all possible strains of delivery - such as shock, bending and water. To improve the offering for online businesses, Bong has focused further on its e-commerce packaging range under the EU trademark e-Green. This environmentally friendly solution is made from 100% strong kraft paper and helps reducing volume, weight, packaging material and waste. e-Green mailers are very robust, lightweight, flexible and can easily be reused for return shipments thanks to two adhesive strips.

Other light packaging solutions include DuPont™ Tyvek®, a unique material, which is extremely strong, resistant and lightweight. Bong has a contract with DuPont granting the exclusive rights to manufacture and market packaging and envelopes made from Tyvek® in Europe.

Attractive packaging for the retail trade

Bong offers a wide range of gift and carrier bag solutions, which help brands to strengthen their image, increase their visibility and enhance their customers' shopping experience. Brands within fashion, beauty, fine foods and department stores partner with Bong to benefit from sustainable and efficient solutions - all tailored to communicate the customers' brands and values. With Bong products, the customers can master "the art of giving".

THE EUROPEAN ENVELOPE MARKET

According to FEPE (Federation of Envelope Producers in Europe) European volumes dropped by around 16% in 2020, while the market trend in recent years showed an average decrease of 6-7%. This large difference results from the Covid-19 pandemic.

In 2020, the total European envelope market is estimated at app. 47 (56) billion units.

Bong is the clear market leader in the Nordic countries and takes one of two top positions in almost all of West and Central Europe.

In Western Europe business mail accounts for the majority of envelope use, with more than 90 per cent of total envelope consumption. Business mail can be divided into transactional mail and addressed direct mail (ADM).

Transactional mail is used for the distribution of documents such as contracts, wages, pension statements and invoices. The largest users of envelopes for transactional mail are utility companies e.g. telecoms, banking and insurance, finance, energy and water sectors. Due to digitalization, the envelope volumes for this kind of usage have decreased significantly in recent years.

Direct mail, on the other hand, has been affected to a much lesser extent by digitalization. This specific advertising channel offers a much better target group accuracy than advertising in television, radio and magazines, and therefore remains of high interest for marketers. Direct mail campaigns achieve high response rates at comparatively low cost, making printed envelopes an important and indispensable marketing tool.

BONG'S ENVELOPE OFFER

Bong manufactures and sells envelopes in all shapes and sizes. From standardised envelopes to customised solutions with unique characteristics; with or without customised prints and embossing; with different kind of seals; made from various materials and with many options in shape and colour.

1 RetailX: Europe 2020: Ecommerce Region Report 2 Postnord: e-commerce in Europe 2020"

Bong's sustainability work1

OVERVIEW OF RISKS, POLICIES, MEASURES AND ACTIVITIES TAKEN ACROSS THE LIFE CYCLE OF PRODUCTS

Supply of raw materials and other input Production Marketing/Sales Distribution Recycling and other measures
Risks • Negative environmental impact
• Unsatisfactory working conditions
• Violations of human rights
• Corruption and fraud
• Increased emissions
• High consumption and
contamination
• Work accidents and experienced
occupational insecurity
• Corruption and fraud
• Dissatisfied customers
• Emissions from vehicles
• Unsatisfactory working
conditions at transport firms
• Difficulties in recycling
Risks regarding social conditions and employees are those related to the workplace and to the relationship between the company and employees as well as between employees among
themselves. Such risks include occupational health risks, risk of unequal treatment and risk of discrimination with regard to, for example, gender, ethnicity, age, religion and political opinion.
Risks of corruption and fraud may concern both internal transactions and relationships between Bong and business partners.
Policies A comprehensive Code of Conduct which includes rules and recommendations concerning the environment, compliance, ethics and anti-corruption, quality, working conditions, equal treat
ment and prevention of conflicts of interest. The Code of Conduct is complemented by a Supplier Code of Conduct and an Equality and Diversity Policy.
Management
of risks that
encompass the
entire product
life-cycle
Code of Conduct and grievance mechanism ("a whistle") accessible to all employees.
Appointment of managers in respective business units with joint responsibility of exchanging experiences and "best practice" across the Group.
Management
of risks in each
specific phase
of the product
life-cycle
Supplier Code of Conduct accepted and
signed by major suppliers centrally and
at business unit level.
Continued adoption of environ
mentally sound production
methods such as improved
efficiency of machines, leading
to reduced energy consumption,
increased use of water based
methods replacing glue and
colors containing volatile organic
compounds. Further certification
of facilities.
Product labelling in accordance
with national and EU standards.
Enlargement of product offering
with climate compensation.
Customer satisfaction surveys.
Increased use of well reputed
transport firms that aim for
lower emissions.
Increased offer of fully recyclable
products. Promotion of paper
carrier bags to replace plastic bags.
1 Please refer to note 36 on page 35 for information
about the statutory sustainability report.
SUSTAINABILITY

3

Safety, clean environment and sound business practices

Bong produces envelopes and light packaging based on fine paper made from origin-labeled raw material. In its sustainability work, Bong places emphasis on personnel safety, sustainable purchasing, lower consumption of energy and inputs, reduction of waste and sound business practices. During the Covid-19 pandemic, health and safety for employees and customers has the highest priority.

SUSTAINABILITY IS A HIGH PRIORITY

Bong is an industrial group with an annual turnover of approximately SEK 1.8 billion and about 1,200 employees. The Group has eleven major plants for manufacturing of envelopes and light packaging.

The production, distribution and use of Bong's products entail impact and risks to varying degrees depending on which part of the value chain is being studied. For example, there are environmental issues at all levels - in the forests where the raw material for the fine paper grows, in the production and in the recycling and disposal of envelopes. With regard to social issues, Bong is responsible for securing physical and psychosocial working conditions at the workplaces in the Group and for significant subcontractors as purchaser of services and goods.

Bong conducts broad sustainability work aimed at low environmental impact, safe workplaces where employees are treated equally and high business ethics.

RISKS AND RISK MANAGEMENT

Bong's business operations are primarily exposed to market risks, operational risks, financial risks and sustainability risks. For a more detailed description of market risks and operational risks, see page 10 of the Directors' Report. A detailed description of the financial risks and their management can be found in Note 1.

Sustainability risks

Sustainability risks relate to the environment, social conditions and personnel, human rights and business ethics. The risks are in the company's own operations and in, for example, the company's supply chain.

Bong's management of CSR-related issues is based on the company's rules, industry practice, legislation and regulations, collective agreements and other standards. The company considers that the governance and control of its own operations and impact on suppliers (through, among other things, policies, the influence of industry practice and the control indirectly exercised by legislation and collective agreements in the countries where the company is active), provides support for the assessment that overall the company's sustainability risks are comparatively small.

As with the Group's other risks, the materiality of the sustainability risks is assessed. A risk is considered to be significant if it has serious consequences for, for example, employees' lives and health, the environment, the company's reputation and earnings and financial position. The risk concept takes into account both the probability of events and values that can be lost if they occur.

Environmental risks

Bong manufactures envelopes and light packaging products in eleven factories in Western and Central Europe.

Envelope and packaging manufacturing requires no permits in accordance with the respective countries' environmental legislation. The impact of the company's own operations in the plants is relatively small compared with the impact on the environment from the preceding stages such as forestry, the production of fine paper and the production of electricity for conversion of fine paper. In manufacturing, Bong strives to minimize the consumption of energy, inputs and reduce waste.

Social conditions and personnel

Not only, but especially during the Covid-19 pandemic, personnel safety is key at Bong. The company has taken a number of different measures to mitigate the short and long term effects of the corona virus, with health and safety for employees and customers as the highest priority. Bong follows the development carefully and adjusts the measures according to local authorities' advice and regulations.

In the normal course of business the most serious risk is those that could cause severe injuries or even fatalities. In the Group, the accident risks are greatest in manufacturing. For example, handling of envelope machines (of which the Group has a total of about 150) requires training and is surrounded by strict security regulations. The national health and safety legislation in each country is supplemented by local safety and quality regulations for the business units whose design may change, but which have good security for personnel and high product quality as a common and overarching goal. In 2020, no serious work accident occurred in the Group's units.

Human Rights

Bong regards the risk of serious violations of human rights as small in both its own operations and its suppliers. For example, child labour is prohibited by law in the countries where the company operates. Under no circumstances does Bong employ labour under 15 years of age.

Business ethical risks

Counteracting corruption occurs on several fronts. Bong's internal control and risk management system aims, among other things, at reducing the risk of irregularities and corruption. Bong's Code of Conduct imposes bans on bribery.

CODE OF CONDUCT

Bong's Code of Conduct ("the Code of Conduct") is based on the United Nations' Global Compact's principles for protection of the environment, human rights, business ethics and decent working conditions. It aims to further improve the conditions for Bong to contribute to a socially and environmentally better world within the framework of its activities. It shall be applied by the Board, all employees, suppliers and other external parties.

The Code of Conduct contains rules and recommendations in the following areas:

  • l environment
  • l business ethics and anti-corruption
  • l compliance
  • l quality
  • l working conditions, equal treatment and human rights
  • l potential conflicts of interest

The Code of Conduct also describes the whistle mechanism for a person who wants to anonymously report to the company's management about suspected violations of the Code of Conduct.

BONG'S MAJOR FACILITIES AND THEIR CERTIFICATIONS

Angoulème,
France
Evreux,
France
Derby,
UK
Milton Keynes,
UK
London,
UK
Solingen,
Germany
Torgau,
Germany
Erlangen,
Germany
Gersthofen,
Germany
Kristianstad,
Sweden
Poznan,
Poland
Krakow,
Poland
PEFC l l l l l l l
FSC l l l l l l l l l l l l
ISO 14001 l l l l l l l
ISO 9001 l l l l l l l

The Code of Conduct is a living document that is revised when needed. It is available at www. bong.com.

Supplier Code of Conduct

In addition to the general rules in the Code of Conduct, suppliers also have to observe the detailed rules in Bong's Supplier Code of Conduct regarding anti-corruption, the environment, working conditions, human rights, social sustainability etc. At the end of 2020, paper suppliers with volumes corresponding to more than 90 percent of Bong's purchases of fine paper had signed Bong's Code of Conduct for suppliers.

Equal opportunities and diversity policy

The Code of Conduct also refers to Bong's Equal Opportunities and Diversity Policy which guides the company and its employees in detail in matters relating to equal treatment, diversity in the workplace, balance between work and leisure etc.

SUSTAINABILITY WORK IN SHORT Environmental work

Bong has estimated that the greatest opportunities for reducing the Group's impact on the environment lie in making purchases of fine paper from reputable suppliers with resource base in the Nordic region and taking measures aimed at reducing consumption of energy, inputs and lower waste volumes emanating from the plants.

The largest manufacturing facilities are certified according to ISO 14001 and ISO 9001, which means that the environmental work on the plants is efficient, that it is documented and followed up, reported and evaluated. ISO 9001 is a well-established standard for management systems. For a more detailed description of the environmental aspects of Bong's operations at all stages, see below.

Good social conditions

Collective agreements are the most common form of employment in the Group. The company considers itself to have good relations with the trade unions in each country. Bong considers the right to form and join unions as a matter of course.

All people's equal value should form the basis of the company's relationships with its employees and their relationships among themselves. The company does not discriminate on the basis of gender, age, ethnicity, religion, political opinion, etc. Employees are expected to treat each other as they themselves want to be treated. Serious violations or suspicions thereof have not come to the company's knowledge in 2020.

Ethics and anti-corruption

All forms of bribery are unacceptable. Bong does not offer and does not accept payments, financial benefits or gifts that violate applicable law or business practices. Infringements or suspicions of violations have not come to the company's knowledge in 2020.

ENVIRONMENTAL WORK IN ALL STAGES Raw material and input goods

Production of envelopes and other paper products, gift packaging and paper carrier bags for example, is responsible for the dominant part of Bong's business. The most important physical resources used in manufacturing are inputs mainly fine paper - and energy. Bong has agreements with a large number of input suppliers. Inputs account for 2/3 of the Group's total purchases, of which fine paper constitutes the majority (75 per cent). All fine paper suppliers can show full traceability and origin control of the raw material. Demanding environmental requirements are also imposed on suppliers of glue, paint and window film.

Energy consumption

The greatest environmental impact in the manufacturing process stems from energy consumption that leads to emission of carbon dioxide. Since 2016, Bong has measured the consumption of energy in its envelope and packaging plants. In 2020, the database was different from previous years due to the closure of the factories in Kohila (Estonia) and Nybro (Sweden) and the integration of machines into other Bong plants. The expected increase in efficiency was overlaid by the effects of the Covid-19 pandemic: Due to temporary factory closures, production restarts and smaller production runs the energy consumption per unit manufactured increased by 2% in 2020 compared with 2019.

Waste and recycling of chemicals

The paper that becomes waste is sorted by quality and sold to be included as recycled paper in various paper products. More than 90 per cent of the total waste from the plants goes to recycling. The remainder goes to incineration or landfill. The waste is transported according to current regulations. Hazardous waste is not stored. Measurements at the plants show that the amount of waste per unit manufactured was 3% higher in 2020 compared with 2019 and almost 3% lower than in 2016. The chemicals used in production are disposed of in an approved manner and residual ink is collected and recycled.

Transports

The manufacturing units are close to the customers. Bong chooses reputed carriers who strive to reduce carbon dioxide emissions.

Recycling of products

Not all the paper mills that handle recycled paper have processes for receiving paper containing window film and adhesive residue. Bong's recommendation is that envelopes be sorted as combustible material. Most of Bong's packaging can be recycled as paper packaging.

CERTIFICATIONS AND LABELS

The meaning of envelopes and packaging being labeled PEFC® and FSC® is that the manufacturer guarantees that the products are made of raw material from forests managed in accordance with the requirements set by PEFC (Program for the Endorsement of Forest Certification) and FSC (Forest Stewardship Council). The certification of Bong's facilities means that the origin of the input product can be followed and guaranteed.

Product labels

Bong's envelopes are sold in local markets with various eco-labels. For example, for envelopes in the Nordic countries, the Swan is a guarantee that the envelopes are made of approved paper qualities, that glue and inks are water-based and that the window is separable. The equivalent in Germany is Der Blaue Engel and in France NF Environnement.

5

Sustainability Report Information

PLACEMENT OF STATUTORY SUSTAINABILITY INFORMATION IN BONG'S ANNUAL REPORT 20201

Area Annual Accounts Act statutory disclosure Environment Social and Labour Conditions Human Rights Anti-corruption
Policy "The sustainability report shall describe the policy that
the company applies in the specific areas, including
the review procedures."
5 5 5 5
The outcome of the
policy
"The sustainability report shall describe the outcome
of the application of the policy."
4 4 4 4
Significant risks "The sustainability report shall describe the material
risks that arise from the company's operations in the
specific areas, including, when relevant, the compa
ny's business relations, products or services that are
likely to have negative impacts."
5 The Company is exposed
to this risk but does not
believe it to be significant.
It is described on page 5.
The Company is exposed
to this risk but does not
believe it to be significant.
It is described on page 5.
The Company is exposed
to this risk but does not
believe it to be significant.
It is described on page 5.
Risk management "The sustainability report shall describe how the
company manages these risks."
4, 5 4, 5 4, 5 4, 5
Performance indicators "The sustainability report shall describe key perfor
mance indicators that are relevant to the company's
operations."
4 4 4 4
Business model "The sustainability report shall describe the Company's
business model."
4

The numbers refer to the respective pages in the Annual Report.

AUDITOR'S REPORT ON THE STATUTORY SUSTAINABILITY REPORT

To the general meeting of shareholders in Bong AB (publ), corporate identity number 556034-1579.

Engagement and responsibility

The Board of Directors is responsible for the preparation of the sustainability report in respect of 2020 included on pages 3-6 and that it has been prepared in accordance with the Annual Accounts Act.

The scope of the audit

Our examination has been conducted in accordance with FAR's auditing standard RevR 12 The auditor's opinion regarding the statutory sustainability report. This means that our examination of the statutory sustainability report is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinion.

Opinion

A sustainability report has been prepared.

Malmö 21 April 2021 PricewaterhouseCoopers AB

Lars Nilsson Patrik Larsson Auditor in Charge

Authorised Public Accountant Authorised Public Accountant

1

Five-year summary

Net sales, MSEK
1,843
2,166
2,220
2,095
2,135
Operating profit/loss, MSEK
–19
32
–52
45
9
–1031
Items affecting comparability, MSEK



430
Profit/loss after tax, MSEK
–66
–24
–148
–9
297
Cash flow after investing activities, MSEK
31
78
–65
40
30
Operating margin, %
–1.0
1.5
–2.3
2.2
0.4
Capital turnover rate, times
1.2
1.4
1.4
1.3
1.3
Return on equity, %
neg
neg
neg
neg
neg
Average capital employed, MSEK
931
983
991
1,095
1,159
Return on capital employed, %
neg
3.2
neg
0.2
1.8
Equity ratio, %
30
33
38
43
43
Net loan debt, MSEK
471
506
349
294
315
Net loan debt/equity, times
1.14
0.91
0.61
0.42
0.45
Net debt/EBITDA,times
4.9
4.2
5.0
3.2
5.2
Average number of employees
1,195
1,334
1,446
1,459
1,556
Number of shares
Number of shares outstanding at end of period
211,205,058
211,205,058
211,205,058
211,205,058
211,205,058
Diluted number of shares outstanding at end of period
211,205,058
211,205,058
211,205,308
251,205,058
251,205,058
Average number of shares
211,205,058
211,205,058
211,205,058
211,205,058
207,417,179
Average number of shares, diluted
211,205,058
211,205,058
211,205,058
251,205,058
246,533,341
Earnings per share
Before dilution, SEK
–0.31
–0.11
–0.71
–0.06
1.42
After dilution, SEK
–0.31
–0.11
–0.71
–0.06
1.42
Adjusted earnings per share
Before dilution, SEK
–0.14
–0.11
–0.22
–0.06
–0.64
After dilution, SEK
–0.14
–0.11
–0.22
–0.06
–0.64
Equity per share
Before dilution, SEK
1.95
2.50
2.70
3.30
3.30
After dilution, SEK
1.95
2.50
2.70
3.30
3.30
Cash flow from operating activities per share
Before dilution, SEK
0.16
0.48
–0.28
0.25
0.26
After dilution, SEK
0.16
0.48
–0.28
0.25
0.26
Other data per share
Dividend, SEK
0.001
0.00
0.00
0.00
0.00
Share price on balance day, SEK
0.59
0.7
1.0
0.95
0.9
P/E-ratio, times
neg
neg
neg
neg
0.61
Adjusted P/E-ratio, times
neg
neg
neg
neg
neg
Price/Equity before dilution, %
30
29
35
29
27
Price/Equity after dilution, %
30
29
35
29
27
Key figures 2020 2019 2018 2017 2016

1 The Board's proposal

For definitions, see inside of back cover.

The share

The Bong share is listed on the Nasdaq Stockholm (Small Cap). At the end of 2020, the number of shares in Bong BONG'S SHARE PERFORMANCE 2016–2020 AB was 211,205,058.

SHARE PERFORMANCE AND TRADING

The Bong share price decreased with 19 per cent during 2020. The highest paid price, SEK 0.85, was recorded on 27 January 2020. The lowest paid price, SEK 0.48, was recorded on 1 October 2020.

OMX Stockholm PI, an index showing the price development of all listed shares on the Stockholm Stock Exchange, increased by 11 per cent in 2020. OMX Stockholm Small Cap PI, an index that measures the price performance of shares in companies whose size is comparable with Bong, increased by 24 per cent during the year. In 2020, the total value of Bong shares traded amounted to 26.6 per cent of the market value of all outstanding shares on closing day 2020.

SHAREHOLDERS

The number of shareholders on 30 December 2020 was 2,850 (2,450). Holdham S.A is Bong's largest shareholder with 25.0 per cent of votes and capital. Gomobile Nu AB is the second largest shareholder with 14.9 per cent of the votes and capital.

Analysts who follow the Bong share

Redeye Henrik Alveskog +468-545 013 45 [email protected]

Shareholder Number of shares Share of votes and capital, %
Holdham S.A. 52,850,282 25.0
Gomobile Nu AB 31,539,202 14.9
Svolder AB 13,726,898 6.5
Försäkringsbolaget, Avanza Pension 11,155,720 5,3
Theodor Jeansson 10,000,000 4.7
Paulsson Advisory AB 9,151,695 4.3
Year Corporate action Change in number of shares Total number of shares Quota value, SEK
2013 Reduction of share capital 17,480,995 1.50
2013 Preferential isssue 69,923,980 87,404,975 1.50
2013 Set-off issues 69,254,629 156,659,604 1.50
2016 Reduction of share capital 156,659,604 1.12
2016 Conversion of convertible debenture 27,272,727 183,932,331 1.12
2016 Set-off issue 27,272,727 211,205,058 1.12

2015 2016 2017 2018 2019

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0,0 0,3 0,6 0,9 1,2 1,5 1,8 2,1 2,4

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Board of Directors' report

The Board of Directors and the Chief Executive Officer ("CEO") of Bong AB (publ.), corporate ID no. 556034-1579, with registered headquarters in Kristianstad, Sweden, hereby submit their annual report for the financial year 1 January 2020 – 31 December 2020 for the Parent Company and the Group ("Bong", "the Group" or "the Company").

Bong is one of the leading envelope manufacturers in Europe, offering a wide and flexible range of solutions for distribution and packaging of information, advertisement and lightweight goods. Important growth areas in the Group are packaging within retail and e-commerce and the envelope market within Eastern Europe. The Group has annual sales of approximately SEK 1.8 billion and about 1,200 employees in 13 countries. Bong is a public limited company and its shares are listed on Nasdaq Stockholm (Small Cap).

MARKET

The Covid-19 pandemic has led to profound changes in operating environments across markets and countries. The global economy has entered a recession, supply chains have been suffering and consumer behavior has changed at a rapid pace. Year 2020 was dominated by the pandemic with hard lockdowns in most of the European countries. It will still take time, however, before all negative effects of the pandemic become evident.

LIGHTWEIGHT PACKAGING

In light packaging, the positive trend continued in 2020 with a currency-adjusted sales increase of 1.6 percent or SEK 8 million.

The very positive development in Paper Carrier bags continued also in 2020 and increased currency adjusted with 45.5 percent or SEK 26 million. Due to increased need for e-commerce packaging the Bubble mailers increased at a currency adjusted rate of 27.8 percent or SEK 15 million. With hard lockdowns in most European countries in 2020 with non-essential shops completely closed the Retail Gift Bags were again negatively affected with a currency adjusted 12.7 percent or SEK 10 million. In order to meet the increase market of e-commerce packaging range Bong invested in two new machines during 2020.

ENVELOPES

Raw material costs have remained largely unchanged in 2020. This gave Bong the necessary time to stabilize sales prices and regain margins through increased sales prices to customers. After a drastic decline of sales in the second quarter 2020 and a slow but continuous recovery of the European envelope market in the third quarter, the fourth quarter is following a more long-term trend. The currency-adjusted sales decreased by 18 percent or SEK 308 million. The decrease in sales are in line with development on the market.

TURNOVER

Consolidated sales for the period reached SEK 1,843 million (2,166). Exchange rate fluctuations had a negative impact of SEK -22 million (57) on sales compared with 2019.

Operating profit decreased to SEK -19 million (32). The Group's gross margin is slightly better compared to previous year. During the period operating profit was affected positively by a realized capital gain of SEK 10 million (2) attributable to the sale of machines. Operating profit was also affected negatively by restructuring costs of 15 (12) MSEK and write-down of goodwill of SEK 35 million (0). Exchange rate fluctuations for the period had a negative impact on operating profit of SEK -0.3 million (0.1).

Net financial items for the period amounted to SEK -37 million (-42). Earnings before tax amounted to SEK -56 million (-10) and reported earnings after tax were SEK -66 million (-24).

Bong's total envelope revenues amounted to SEK 1,352 million (1,676). Currency fluctuations had a negative impact on envelope sales of SEK -16 million (42) compared with the corresponding period in 2019.

Bong's total light packaging revenues amounted to SEK 492 million (490). Currency fluctuations had a negative impact on light packaging sales of SEK -6 million (12) compared with the corresponding period in 2019.

CASH FLOW AND INVESTMENTS

The cash flow after investing activities decreased to SEK 31 million (78) compared to previous year. Cash flow from operating activities before changes in working capital amounted to SEK 27 million (87). Working capital had a positive impact on the cash flow of SEK 7 million (14).

Restructuring programs had negative impact on the cash flow of SEK -25 million (-9).

FINANCIAL POSITION

Cash and cash equivalents at 31 December 2020 amounted to SEK 110 million (SEK 100 million at 31 December 2019). The Group had unutilized credit facilities of SEK 12 million on the same date. Total available cash and cash equivalents thus amounted to SEK 122 million (SEK 117 million at 31 December 2019). Consolidated equity at the end of December 2020 was SEK 412 million (SEK 529 million at 31 December 2019). Translation of the net asset value of foreign subsidiaries to Swedish Krona and changes in the fair value of pension debt and derivative instruments decreased consolidated equity by SEK -51 million. The interest bearing net loan debt amounted to SEK 471 million, whereof pension debt amounts to SEK 236 million and IFRS 16 leasing contracts amount to SEK 106 million (SEK 506 million at 31 December 2019, whereof pension debt amounts to SEK 239 million and IFRS 16 leasing contracts SEK 160 million).

The refinancing process of the issued senior secured bond of 210 MSEK with due date in October 2021 is ongoing. Since the group now, despite impacts from and actions due to the Covid-19 pandemic, has a better strength, possibilities to alternative solutions are evaluated. The process is estimated to be completed during the first six months of the year 2021.

CAPITAL EXPENDITURE

Net investments in the period had a negative impact amounting to SEK -3 million (-23). The net investments include an investment in production equipment and sale of machines.

EMPLOYEES

The average number of employees during the period was 1,195 (1,334). The Group had 1,155 (1,265) employees at the end of December 2020. Bong has intensively worked on improving productivity and adjusting staff to meet current demand and the reduction is the result of the implemented restructuring measures.

ENVIRONMENT

Bong's environmental work is aimed at minimising the environmental effects of both end products and processes. At present Bong is working actively to improve production methods so that polluting emissions are minimised, to eco-label as large a portion of the range as possible, and to boost knowledge and awareness of environmental issues among its employees. Besides imposing demands on its own operations, Bong is also trying to influence suppliers and customers to design their products so that ecocycle thinking and conservation of natural resources are prioritised. In order to further streamline environmental efforts, the Company strives for all plants in the Group to be certified in accordance with ISO 14001. The plants in Solingen in Germany and Kristianstad in Sweden, as well as Milton Keynes and Derby in the UK, Evreux and Angoulême in France are certified.

SUSTAINABILITY REPORT

In accordance with the rules in the Swedish Annual Report Act, Bong has chosen to set up a Sustainability Report separate from the Administration Report. The Sustainability Report is found on pages 3-6.

RESEARCH AND DEVELOPMENT

The Group conducts some research and development activities. In addition, active efforts are pursued to meet customer needs for different envelopes and packaging solutions.

PARENT COMPANY

The Parent Company's business extends to management of operating subsidiaries and certain Group management functions. Sales were SEK 3.5 million (3.0) and earnings before tax for the period were SEK -57 million (-95).

COVID-19

A number of different measures have been taken at Bong to mitigate the short and long term effects of the corona virus, with health and safety for employees and customers as the highest priority. Bong follow the development carefully and adjust the measures according to local authorities' advice and regulations and strive to mitigate any disruptions to the Group's operations. The development in terms of sales and earnings in the operations in UK and France has been drastically negative caused by the Covid-19 pandemic. In these countries restructuring programs were immediately started. The contributions received from the governments shown as other operating income amount to 16 MSEK for the Group. Other government fee reductions have reduced the social fees with 2 MSEK. Loan with guarantee from the government amounts to 43 MSEK with a duration of one year. The Group may, at its discretion, prolong the duration of the loan between 1 and 5 years. Loan with guarantee from the government amounts to 8 MSEK with a duration of 10 years. The Group has no substantial losses on account receivables related to Covid-19. Bong will monitor the development to assess any effects on the valuation of goodwill or on non-financial assets or financial assets.

It is currently not possible to predict with sufficient reliability over what period and to what extent Bong will face further impacts during upcoming years including write-offs due to impairments of assets and goodwill. All countries have experienced a deep recession in 2020 and are projected to be followed by a slow and gradual recovery in 2021. Bong has made a write-down of goodwill to the amount of SEK 35 million.

THE BOARD OF DIRECTORS' PROPOSAL FOR GUIDELINES FOR EXECUTIVE REMUNERATION

Members of the Group Management, at present consisting of the company's CEO, also Business Unit Manager Central Europe, Chief Financial Officer (CFO), Business Unit Manager Nordic countries, Business Unit Manager United Kingdom and Business Unit Manager South Europe and North Africa, also Business Unit Manager Bong Retail Solutions fall within the provisions of these guidelines. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2020. These guidelines do not apply to any remuneration decided or approved by the general meeting.

THE GUIDELINES' PROMOTION OF THE COMPANY'S BUSINESS STRATEGY, LONG-TERM INTERESTS AND SUSTAINABILITY.

In short, the company's business strategy is the following. Bong is one of the leading envelope manufacturers in Europe, offering a wide and flexible range of solutions for distribution and packaging of information, advertisement and lightweight goods. Important growth areas in the Group are packaging within retail and e-commerce and the envelope market within Eastern Europe. Bong conducts broad sustainability work aimed at low environmental impact, safe workplaces where employees are treated equally and high business ethics.

A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration.

Variable cash remuneration covered by these guidelines shall aim at promoting the company's business strategy and long-term interests, including its sustainability.

TYPES OF REMUNERATION, ETC.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration. The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 60 per cent of the fixed annual cash salary.

Bong AB has, at the time for the Annual General Meeting to be held on 14 May 2021, no outstanding remuneration commitments apart from running commitments towards senior executives.

For the CEO, pension benefits, including health insurance, shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary. For other executives, pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary.

Other benefits may include, for example, life insurance, medical insurance and company cars. Premiums and other costs relating to such benefits may amount to not more than 15 per cent of the fixed annual cash salary.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

TERMINATION OF EMPLOYMENT

The notice period may not exceed twelve months if notice of termination of employment is made by the company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the CEO's fixed cash salary for two years, and one year for other executives. The period of notice may not to exceed six months without any right to severance pay when termination is made by the executive.

For employments governed by rules other than Swedish, termination of employment may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

CRITERIA FOR AWARDING VARIABLE CASH REMUNERATION, ETC.

The variable cash remuneration shall be linked to [predetermined and measurable] criteria which can be financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company's business strategy and longterm interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive's long-term development. Applied criteria are financial goals such as Profit before tax and growth goals for Light Packaging, both of which contribute to the Group's business strategy, long-term interests and sustainability. Bong conducts broad sustainability work aimed at low environmental impact, safe workplaces where employees are treated equally and high business ethics.

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.

SALARY AND EMPLOYMENT CONDITIONS FOR EMPLOYEES

In the preparation of the board of directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the remuneration committee's and the board of directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.

THE DECISION-MAKING PROCESS TO DETERMINE, REVIEW AND IMPLEMENT THE GUIDELINES.

The board of directors has established a remuneration committee. The committee's tasks include preparing the board of directors' decision to propose guidelines for executive remuneration. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The CEO and other members of the executive management do not participate in the board of directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

DEROGATION FROM THE GUIDELINES

The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company's long-term interests, including its sustainability, or to ensure the company's financial viability. As set out above, the remuneration committee's tasks include preparing the board of directors' resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

EVENTS AFTER THE END OF THE PERIOD

No material events have occurred after the end of the period.

OWNERSHIP

Bong's principal owner, with a holding of more than ten per cent of the votes and capital, is Holdham S.A., with 25 per cent of the votes and capital. Gomobile Nu AB, the second largest owner, owns 14.9 per cent of the votes and capital in the Company. The total number of shares was per December 31, 2020, 211 205 058. All shares carry the same rights. There are no restrictions on the transferability of the shares due to legal regulations or rules in the Articles of Association. Bong is not aware of any agreements between direct shareholders in Bong that entail restrictions in the right to transfer shares. In the event of a public offer, no agreements are triggered that would have a material effect on Bong's earnings or financial position.

APPOINTMENT OF BOARD AND AMENDMENT OF ARTICLES

The Company's Board of Directors shall consist of a minimum of four and a maximum of nine members. The members are elected at a General Meeting of Shareholders for the period until the end of the first Annual General Meeting (AGM) held after appointment of the member. The Articles of Association can be amended at the AGM or a General Meeting of Shareholders.

RISKS AND OPPORTUNITIES

Like all business operations, Bong's operations are associated with risks and opportunities. The specific factors judged to have the greatest impact on Bong's operations are presented below.

OPERATING RISKS AND OPPORTUNITIES

MARKET DEVELOPMENT

Historically, the envelope market has developed in line with the general economic development. The development of the envelope market today is influenced by information technology development and the associated digitisation.

Demand for envelopes for direct mail varies with the economy. With the aid of more sophisticated databases with personal information a market is being created for highly sophisticated envelopes intended for personally addressed direct mail. Large promotional mailings in envelopes are declining in frequency and scope over time.

Administrative mailings as a whole has declined with respect to account statements, order confirmations, etc. as part of digitisation and internet penetration. The strong demand for packaging in both e-commerce and traditional retail creates great opportunities for Bong to create growth in its packaging line. Packaging customers also present an opportunity for crossselling of envelopes. Over time, growth in the packaging area is expected to compensate for the decline in envelopes. Bong is closely monitoring developments and is very active within packaging to ensure sustained growth.

POSTAGE AND CHARGES

Changes in postage and charges can lead to changes in letter and mail volumes. Postage increases have a negative impact on volumes, while postage decreases have a positive impact. Postage is usually based on weight or size. Several large markets are using weight-based postage. A transition from weight to size-based postage could lead to changes in Bong's product mix and cause a shift towards smaller envelope sizes.

INDUSTRY STRUCTURE AND PRICE COMPETITION

The European envelope market is undergoing a continuous consolidation. The three largest envelope companies represent approximately 70 per cent of the total market. However, some of the major markets are still fairly fragmented. Bong believes that overcapacity in the industry has fallen slightly.

PAPER PRICES

Uncoated fine paper is the single most important input material for Bong. The cost of fine paper is about 50 per cent of the total cost. Under normal conditions, Bong can compensate for price increases, with some time lag.

DEPENDENCE ON INDIVIDUAL SUPPLIERS AND/OR CUSTOMERS

Uncoated fine paper is Bong's most important input material and is mainly purchased from three major suppliers. Delivery disruptions from any of the three suppliers could affect Bong negatively in the short term. In a long term perspective, Bong does not have any suppliers that are critical to its operations. The Group's dependence on individual customers is limited. The biggest customer accounts for 5 per cent of annual sales, and the 25 biggest customers account for 35 per cent of total sales.

CAPITAL NEEDS AND INVESTMENTS

All companies in the European envelope industry have roughly the same production equipment. The age of the machinery is of limited importance for production efficiency, but newer machines generally have higher capacity. Machine wear is low, and production control and automation are crucial for cost-effective production. In general, the long life of the machines inhibits scrapping and consolidation in the industry. On the other hand, the low investment needs lead to good cash generating capacity. At year-end the Group's machinery consisted of about 150 envelope machines and 80 overprinting presses. The investment need in existing structure is judged to be limited during the next few years and clearly less than the Group's depreciation costs.

FINANCIAL RISK MANAGEMENT

Information regarding goals and applied principles for financial risk management, use of financial instruments and exposure to currency risks, interest rate risks and liquidity risks is provided in note 1.

DISPUTES

Bong has no on-going or pending material legal disputes.

ENVIRONMENT

Bong complies with the environmental laws and rules that apply in each country to this type of industrial production. By means of measurements and regular inspections, Bong has ensured that emission limits are not exceeded. There are no indications that the laws in this area will change in such a way that Bong would be affected to any significant extent or that Bong would be unable to comply with these requirements in the future.

SENSITIVITY ANALYSIS

Important factors that affect Bong's earnings and financial position are the volume trend for envelope sales, the price trend for envelopes, paper prices, payroll costs, currency rate changes and interest rate levels. The table below shows how Bong's 2019 earnings would have been affected by a change in a number of parameters. Reported effects should be regarded merely as an indication of how profit after financial items would have been affected by an isolated change in the particular parameter.

Parameter Change Impact on earnings after
financial items, SEK million
Price +/– 1% 18 +/–
Volume +/– 1% 1 +/–
Paper prices +/– 1% 10 -/+
Payroll costs +/– 1% 5 -/+
Interest level borrowing +/– 1%-point 2 -/+

CORPORATE GOVERNANCE REPORT

Effective and clear corporate governance helps secure the confidence of Bong's stakeholders while also increasing focus on business benefits and shareholder value in the Company. Bong's Board of Directors and management strive, by means of great transparency, to make it easier for the individual shareholder to follow the Company's decision pathways and to clarify where in the organisation responsibilities and powers lie.

CORPORATE GOVERNANCE PRINCIPLES

Corporate governance within Bong is based on applicable legislation, the regulatory framework for Nasdaq Stockholm and various internal guidelines. The most recent version of the Swedish Code of Corporate Governance ("the Code") was published in November 2019 and covers all listed companies as of 1 Janurary 2020. Bong applies the Code, and in those cases the Company has chosen to disregard the rules of the Code, the reason is given in the appropriate section of the Corporate Governance Report.

Bong is a Swedish public limited liability company whose shares are traded on Nasdaq Stockholm in the Small Cap segment. Bong has around 2,850 shareholders.

Responsibility for management and control of Bong is divided between the shareholders at the General Meeting of Shareholders, the Board of Directors, its elected committees and the CEO, according to the Swedish Companies Act, other acts and ordinances, the Code and other applicable rules governing listed companies, the Articles of Association and the Board's internal policy instruments.

The purpose of corporate governance is to define a clear division of responsibilities and roles between owners, Board of Directors, executive management and appointed control bodies.

CORPORATE GOVERNANCE REPORT 2020

OWNER INFLUENCE

Governance of Bong is exercised via the General Meeting of Shareholders, the Board of Directors and the CEO. The highest decision-making body in Bong is the General Meeting of Shareholders.

The Annual General Meeting (AGM) elects the Company's Board of Directors. The duties of the AGM also include adopting the Company's financial statements, deciding how to distribute the earnings, and deciding whether or not to discharge the members of the Board and the CEO from liability. The AGM also elects Bong's auditors.

Four shareholders, representing 52 per cent of the shares and votes in the Company participated in Bong's Annual General Meeting on 25 June 2020 in Malmö, Sweden. No Board members and the Company's auditors were present or represented at the AGM due to the Covid-19 pandemic.

BOARD OF DIRECTORS

Bong's Board of Directors decides on the Group's overall strategy and on the acquisition and disposal of business entities and real estate.

The work of the Board is regulated, e.g. by the Swedish Companies Act, the Articles of Association and the rules of procedures adopted by the Board for its work. According to the Articles of Association, the Board of Directors shall consist of at least four and at most nine members. From the time of the AGM in 2020 the Board has consisted of seven AGM elected members without deputies and one employee members with no deputy. The Chairman of the Board since the AGM 2016 is Christian Paulsson. The other Members of the Board are Mikael Ekdahl (vice chairman), Stéphane Hamelin, Eric Joan,

Stefan Lager, Helena Persson and Per Åhlund. The Board of Directors has appointed from among their number two committees: the Audit Committee and Remuneration Committee.

REMUNERATION OF THE BOARD

The Chairman of the Board received a fee during 2020 of SEK 350,000 (350,000). The amount is part of the total fee payable to the Board stipulated by the AGM 2020 and includes a fee for work in the Audit Commitee. No other fees were paid. There is no agreement on pension, severance pay or other benefits. Information about remuneration of the Board of Directors, as resolved by the 2020 Annual General Meeting, can be found in note 4.

BOARD MEMBERS ELECTED BY THE AGM

Christian Paulsson (b. 1975)

Chairman of the Board since May 2016 and Board member since 2014. Member of the Audit Committee and Chairman of the Remuneration Committee.

Education and previous experience: Bachelor of Business Administration, European University Bruxelles. M&A Advisor Paulsson Advisory AB, CEO of Formar Assistans AB, CEO Liv ihop AB (publ), CEO and deputy CEO of the business systems company IBS AB and CEO of the broker firm Lage Jonason AB. Corporate Finance experience from Mangold Fondkommission, Alfred Berg/ABN Amro Fondkommission and Booz & Co.

Other directorships/positions: Board member of Huntway AB and Paulsson Advisory AB.

Terminated board appointments/partnerships over the past five years: Chairman of Liv ihop AB (publ), Member of the Board of Hubbr AB, IBS AB, Caperio Holding AB and Apper Systems AB.

Holding in Bong: 9,151,695 shares through Paulsson Advisory AB.

Mikael Ekdahl (b. 1951)

Board member since 2001. Chairman of the Audit Committee and member of the Remuneration Committee.

Education and previous experience: LL.B and MSc Business and Economics, Lund University. Member of the Swedish Bar Association, former partner of, now in cooperation with Mannheimer Swartling Advokatbyrå AB.

Other directorships/positions: Chairman of Melker Schörling AB, Chairman of Absolent Group AB and Mikael Ekdahl AB.

Terminated board appointments/partnerships over the past five years: Chairman of Marko Group AB.

Holding in Bong: 60,000 shares.

Stéphane Hamelin (b. 1961)

Board member since 2010. Member of the Remuneration Committee. Education and previous experience: CEO of Bong AB. Active at Borloo law firm 1984-1989.

Other appointments/positions: Chairman of the Supervisory Board of Holdham S.A.S

Terminated board appointments/partnerships over the past five years: –. Holding in Bong: 52,850,282 shares through Holdham S.A.

Eric Joan (b. 1964)

Holding in Bong: –.

Board member since 2010.

Education and previous experience: Graduate from École Polytechnique Universitaire de Lille and Harvard Business School. Other appointments/positions: CEO of Hamelin Group. Terminated board appointments/partnerships over the past five years: –. Stefan Lager (b.1962)

Board member since 2017.

Education and previous experience: Education in management and datalogy. Sr. VP Europe and Americas at Beijer Electronics Products AB, Managing Director PostNord Fulfilment AB, Head of Division Fulfilment Strålfors, Senior Vice president Strålfors.

Other directorships/positions: CEO of Beijer Electronics

Terminated board appointments/partnerships over the past five years: Shares in Bong: –.

Helena Persson (b. 1970)

Board member since 2015.

Education and previous experience: B. Sc. in Human Resources Development and Labour Relations, Lund University. Holds a position in Human Resources at RWE Renewables Sweden AB and has previous experience in Human resources in E.ON Sweden AB, as HR-consultant, HR Director at Pergo Europe AB, HR Manager at Clinical Data Care and as representative of Swedish Pharmaceutical Association and Akademikerförbundet SSR.

Other directorships/positions: –.

Terminated board appointments/partnerships over the past five years: Deputy board member in Indus Consulting AB, Board member in Declam AB. Shares in Bong: 50,000.

Per Åhlgren (b. 1960)

Boardmember since 2020.

Education and previous experience: Stockholm School of Economics (MBA equivalent). Reserve Officer in the Swedish Army, Rank Captain. Pluton leader in the Swedish UN-battalion (Cyprus). Ten years of experience in derivative sales and trading in London at Salomon Brothers, Bear Stearns and Deutsche. Co-founder of Eurotrade Securities, later sold to Nordnet. Co-founder of Mangold AB.

Other appointments/positions: Chairman of the Board in Mangold AB and WESC AB. Board Member and CEO for Runaware Holding AB. Board member in the wholly owned Investment Company GoMobile NU AB. Terminated board appointments/partnerships over the past five years: Chairman of the Board in Black Earth Farming, Board member in Ress Capital AB and The Skirt Factory.

Holding in Bong: 31,539,202 shares through GoMobile Nu Aktiebolag

EMPLOYEE REPRESENTATIVES

Mats Persson (b. 1963)

Employee representative on the Board of Bong AB since 2020, alternate since 2001 Representative of Grafiska Personalklubben.

Education and previous expericence: Factory worker at Bong Sverige AB. Other directorships/positions: -.

Terminated board appointments/partnerships over the past five years: –. Shares in Bong: –.

RULES OF PROCEDURE FOR THE BOARD

The Board of Directors has adopted written rules of procedure and issued written instructions concerning the division of responsibilities between the Board and the CEO. There are instructions regarding information to be furnished regularly to the Board of Directors.

During financial year 2020, the Board of Directors held six meetings in addition to the statutory meeting. The CEO provided board members with information at all regular meetings about the financial position of the Group and significant events in the Company's operations.

The Board meets at least four times a year in addition to the statutory

meeting. One of the meetings can be held at one of the Group's units and be combined with an in-depth review of this unit.

The following important issues were dealt with on board meetings during 2020:

  • 12 February Year-end report and report from the Auditors
  • 7 April Decision to delay the AGM 2020
  • 14 May Interim report Q1
  • 25 June Statutory board meeting subsequent to the AGM 2020
  • 15 July Half-year report Q2
  • 12 November interim report Q3
  • 9 December Budget 2021

COMPOSITION OF THE BOARD OF DIRECTORS AND NUMBER OF FORMAL MEETINGS IN 2020

Bong complies with the Code with regard to requirements for independent Board members.

Independent
of company1
Independent
of major
shareholders1
Attendance
at board
meetings
Christian Paulsson Yes Yes 9
Mikael Ekdahl Yes Yes 10
Stephane Hamelin No No 10
Eric Joan Yes No 9
Stefan Lager Yes Yes 9
Helena Persson Yes Yes 10
Per Åhlgren Yes No 5

1 The assessment of independence has been made in accordance with the Code.

RESTRICTIONS ON VOTING RIGHTS

The Company's articles of association do not contain any limitations in respect to how many votes each shareholder may cast at an AGM or a General Meeting of Shareholders.

NOMINATION COMMITTEE

The Annual General Meeting appoints a Nomination Committee whose task is to submit proposals to the AGM in consultation with the principal owners on the composition of the Board of Directors. The Nomination Committee elected by the 2020 AGM consisted of three members: Stéphane Hamelin (Holdham S.A.), Ulf Hedlundh (Svolder AB) and Christian Paulsson (Paulsson Advisory AB). Stéphane Hamelin was appointed Chairman of the Nomination Committee. Since Bong's principal shareholders (Holdham S.A, Svolder AB and Paulsson Advisory AB), represented about 37 per cent of votes, it was only natural that they were represented on the Nomination Committee. Furthermore, said shareholders considered it to be natural that a representative from one of the largest shareholders in terms of votes should serve as Chairman of the Nomination Committee. The Nomination Committee has dealt with the issues that follow from the Code and received a Board evaluation from the Board. The evaluation was performed using a questionnaire which showed that the Board functions well. The Nomination Committee has had one formal meeting with regular contacts in between. 13.

REMUNERATION COMMITTEE

The Board of Directors has appointed a Remuneration Committee consisting of Christian Paulsson, chairman, Mikael Ekdahl and Stéphane Hamelin.

The committee's task is to review and give the Board recommendations regarding the principles for remuneration, including performance-based remuneration of the Company's senior executives.

Issues concerning the CEO's terms of employment, remuneration and benefits are prepared by the Remuneration Committee and decided by the Board of Directors. The CEO's salary consists of a fixed portion and a variable portion. The variable component, which is re-examined annually, is dependent on the achievement of results for the Company and the CEO. The Remuneration Committee met on one occasion in 2020, at which all members participated.

AUDIT COMMITTEE

The Board of Directors has appointed an Audit Committee consisting of Mikael Ekdahl, chairman, and Christian Paulsson.

The Audit Committee shall oversee that the Company's accounts are prepared with full integrity for the protection of the interests of shareholders and other parties and specifically be responsible to review and monitor the impartiality and independence, and pay particular attention to whether the auditor is delivering other services to the holding company other than auditing. In addition, the Audit Committee shall approve all non-audit services, issue guidelines on allowable tax and valuation services, ensuring that the fees for non-audit services do not exceed the 70 per cent rule and monitor the auditor's assessment of its impartiality and independence. The 70 per cent rule means that fees for advisory services may not exceed 70 per cent of the last three years' average audit fee.

The Audit Committee met three times in 2020, all of which were fully attended.

EXTERNAL AUDITORS

Bong's auditors are elected by the AGM for a term of one year. The 2019 AGM elected accounting firm PricewaterhouseCoopers AB, with authorised auditor Lars Nilsson, as principal auditor, and authorised auditor Patrik Larsson as coauditor, for a one-year mandate period. The auditors review the Board's and the CEO's administration of the Company and the quality of the Company's audit documents. The auditors report the results of their review to the shareholders via the Audit Report, which is presented at the AGM. In addition, the auditors submit detailed accounts to the Board of Directors at least once a year and report to the Audit Committee at each of its meetings.

THE CEO AND GROUP MANAGEMENT

The CEO leads the day-to-day management of the Company in accordance with the Board's guidelines and directions. The CEO is responsible for keeping the Board of Directors informed and ensuring that the Board of Directors has all the material needed to make informed decisions.

The CEO also keeps the Chairman of the Board informed, by continuous dialogue, of the development of the Group. The CEO and others in the Group Management hold formal meetings about every quarter, as well as a number of informal meetings, to go through the results of the previous month and discuss strategy. In 2020, Bong's Group Management consisted of five persons. The Group consists of the parent company Bong AB and a number of subsidiaries, as reported in note 18. Reporting by subsidiaries takes place on a monthly basis. The boards of the subsidiaries mainly consist of members of Bong's corporate management.

REMUNERATION FOR GROUP MANAGEMENT

The 2020 AGM decided that the Group Management's salaries should consist of a fixed basic salary plus variable performance-based remuneration which can be paid for performance that exceeds what is normally expected of a member of the Group Management after an evaluation has been made of individual performances and the Company's reported profit.

The extent to which pre-established goals for the Company and the senior executive have been achieved is taken into account when establishing the variable remuneration. The total remuneration for members of the Group Management should be set at market terms.

INTERNAL CONTROL

The Board of Directors is responsible for ensuring that there is a good system for internal control and risk management. Responsibility for creating good conditions for working with these matters is delegated to the CEO. Both Group Management and managers at different levels in the Company bear this responsibility in their respective areas. Powers and responsibilities are defined in policies, guidelines and instructions for authorisation rights.

THE BOARD'S STATEMENT REGARDING INTERNAL CONTROL

According to the Code, the Board of Directors shall annually submit a description of the Company's system for internal control and risk management regarding financial reporting. This report is prepared in accordance with the Code.

ORGANISATION FOR INTERNAL CONTROL

Internal control regarding financial reporting is a process designed to provide reasonable assurance regarding the reliability of the external and financial reporting and whether the financial statements are prepared in accordance with generally accepted accounting principles, applicable acts and ordinances and other requirements for listed companies. The internal control activities are included in Bong's administrative procedures. Internal control regarding financial reporting in Bong can be described in accordance with the following framework.

CONTROL ENVIRONMENT

Internal control in Bong is based on a control environment that includes values and management culture, follow-up, a clear and transparent organisational structure, division of duties, the duality principle, quality and efficiency of internal communications. The basis of the internal control regarding financial reporting consists of a control environment with organisation, decision-making channels, powers and responsibilities that have been communicated in governing documents, such as internal policies, guidelines and instructions, as well as job descriptions for controlling functions. Examples are rules of procedure for the Board of Directors and CEO, instructions for financial reporting, information policy and authorisation instructions.

CONTROL ACTIVITIES

The control activities include both general and detailed controls intended to prevent, detect and correct errors and non-conformance.

The control activities are devised and documented at the corporate and departmental level. The internal regulatory framework with policies, guidelines and instructions comprises the most important tool for furnishing information and instructions for the purpose of securing the financial reporting. In addition, a standardised reporting package is used by all subsidiaries in order to ensure consistent application of Bong's principles and coordinated financial reporting.

RISK ASSESSMENT

Bong continuously evaluates the risks surrounding reporting. Furthermore, the Board of Directors is responsible for ensuring compliance with insider laws and standards for furnishing information. The overall financial risks are defined and taken into consideration in establishing the Group's financial goals.

The Group has an established, but changeable, system for management of business risks that is integrated in the Group's control process for business planning and performance. In addition, controls are routinely made on business risks and risk assessment within the Group. There are procedures for ensuring that significant risks and control deficiencies are, when necessary, detected by the Group Management and the Board of Directors on a periodic basis.

INFORMATION AND COMMUNICATIONS

In order to ensure effective and correct information, both internally and externally, good communications are required. There are guidelines for ensuring that relevant and essential information is communicated within the Group, within each unit and between the management and the Board of Directors. Policies, manuals and work descriptions are available on the Company's intranet and/or in printed form. In order to ensure that external information is correct and complete, Bong applies an information policy adopted by the Board of Directors.

FOLLOW-UP

The CEO is responsible for ensuring that internal control is organized and followed up in accordance with the guidelines issued by the Board of Directors. Financial governance and control are exercised by the Group accounting function. The financial reporting is analysed monthly at a detailed level. The Board of Directors has regular access to financial reports, and the Company's financial situation is dealt with at every Board meeting.

Every quarterly report is reviewed by the Board of Directors. The CEO is also responsible for ensuring that independent objective reviews are performed for the purpose of systematically evaluating and proposing improvements in the processes for governance, internal control and risk management of the Group. In view of this, and how the financial reporting has otherwise been organised, the Board of Directors finds no need for a special internal auditing function.

PROPOSED DISTRIBUTION OF EARNINGS

The Board of Directors proposes that the earnings available for distribution, SEK 125 279 602.98 be carried forward. See note 34.

BOARD'S OPINION CONCERNING PROPOSED DIVIDEND

Bong's current priority is to reduce debt and improve profitability. Therefore, the Board proposes that no dividend be paid for 2020. No dividend was paid for 2019.

Consolidated income statements

TSEK Note 2020 2019
INCOME STATEMENT
Revenue 2 1,843,062 2,165,824
Cost of goods sold 4–5, 7, 8 –1,528,146 –1,801,762
Gross profit 314,916 364,062
Selling expenses 4–5, 7, 8 –177,342 –192,481
Administrative expenses 4–7, 8 –148,619 –128,747
Other operating income 8 70,836 63,197
Other operating expenses 8 –78,745 –74,298
Operating profit/loss –18,954 31,733
Financial income 9, 12 381 989
Financial expenses 10, 12 –37,621 –42,879
Total financial income and expenses –37,240 –41,890
Result before tax –56,194 –10,157
Income tax 11 –9,410 –13,876
NET RESULT FOR THE YEAR –65,604 –24,032
Attributable to:
Parent Company's shareholders –65,129 –23,568
Non-controling interests –475 –464
Earnings per share attributable to Parent Company's
shareholders
13 –0.31 –0.11
Earnings per share attributable to Parent Company's
shareholders, excluding non-recurring items
13 –0.14 –0.11
TSEK 2020 2019
STATEMENT OF COMPREHENSIVE INCOME
Net result for the year –65,604 –24,032
Other comprehensive income
Items not to be reclassified to the income statement
Actuarial profit/loss on post-employment benefit obligations –10,540 –24,620
–10,540 –24,620
Items that may subsequently be reclassified to
the income statement
Cash flow hedges –221 78
Impact of extended equity 9,883 –4,546
Exchange rate differences –49,326 21,337
Income tax relating to components of other comprehensive income –548 7,087
Other comprehensive income after tax –50,752 –664
TOTAL COMPREHENSIVE INCOME –116,356 –24,696
Attributable to:
Parent Company's shareholders –115,881 –24,232
Non-controlling interests –475 –464

Consolidated balance sheet

TSEK Note 31 Dec. 2020 31 Dec. 2019
ASSETS
Non-current assets
Intangible assets
Goodwill 14 463,173 529,906
Other intangible assets 15 4,916 8,554
Total 468,089 538,460
Tangible assets
Property, plant and equipment 16 53,245 54,840
Plant and machinery 16–17 79,305 96,095
Equipment, tools, fixtures, and fittings 16 17,529 20,692
Construction in progress 18 2,352 3,161
Right to use assets 17 91,433 140,039
Total 243,864 314,827
Financial assets
Deferred tax assets 20 103,371 113,387
Other non-current receivables 1,018 1,108
Total 104,389 114,496
Total non-current assets 816,342 967,783
Current assets
Inventories etc. 21
Raw materials and consumables 89,229 94,431
Products in progress 839 1,276
Finished products and merchandise 91,526 104,700
Total 181,594 200,407
Current receivables
Trade receivables 22 199,914 217,557
Current tax assets 8,316 15,459
Other current receivables 23 34,280 43,242
Deferred expenses and accrued income 24 42,949 41,417
Total 285,459 317,675
Cash and cash equivalents 25 110,118 99,716
Total current assets 577,171 617,798
TOTAL ASSETS 1,393,513 1,585,581
TSEK Note 31 Dec. 2020 31 Dec. 2019
EQUITY AND LIABILITIES
Equity
Share capital 32 236,549 236,549
Other contributed capital 796,845 796,845
Reserves 31 10,544 52,636
Retained earnings including net result for the year –631,663 –557,435
Equity attributable to equity holders of the Parent 412,275 528,595
Non-controlling interests –406 76
Total equity 411,869 528,671
Non-current liabilities
Borrowings 26 53,106 207,740
Deferred tax liabilities 20 8,337 10,144
Pension obligations 27 236,268 239,382
Other provisions 28 6,451 12,662
Other non-current liabilities 26 69,664 106,193
Total non-current liabilities 373,826 576,121
Current liabilities
Borrowings 26 186,565
Trade payables 175,530 210,597
Current tax liability 5,494 9,553
Other current liabilities 23 71,816 82,235
Other provisions 28 1,828 11,881
Accrued expenses and deferred income 24 166,585 166,523
Total current liabilities 607,818 480,789
TOTAL EQUITY AND LIABILITIES 1,393,513 1,585,581

Statement of changes in consolidated equity

Attributable to Parent Company shareholders
TSEK Note Share capital Share premium Reserves Retained earnings incl. net result for the year Non-controlling interests Total equity
Opening balance on 1 January 2019 236,549 796,845 34,858 –499,159 495 569,588
Comprehensive income
Net result for the year –23,568 –464 –24,032
Other comprehensive income
Items not to be reclassified to the income statement
Actuarial loss on post-employment benefit obligations, after tax –18,485 –18,485
–34,708 –34,708
Items that may subsequently be reclassified to the income statement
Cash flow hedges, after tax 62 62
Impact of extended equity, after tax –3,610 –3,610
Exchange rate differences, after tax 21,326 45 21,371
Total other comprehensive income 17,778 –34,708 45 –16,885
Total comprehensive income 17,778 –58,276 –419 –40,917
Transactions with shareholders
CLOSING BALANCE ON 31 DECEMBER 2019 31,32 236,549 796,845 52,636 –557,435 76 528,671
Opening balance on 1 January 2020 236,549 796,845 52,636 –557,435 76 528,671
Comprehensive income
Net result for the year –65,129 –475 -65,604
Other comprehensive income
Items not to be reclassified to the income statement
Changed accounting principles IFRS 16
Actuarial loss on post-employment benefit obligations, after tax –9,099 –9,099
–9,099 –9,099
Items that may subsequently be reclassified to the income statement
Cash flow hedges, after tax –175 –175
Impact of extended equity, after tax 7,847 7,847
Exchange rate differences, after tax –49,764 –7 –49,771
Total other comprehensive income –42,092 –9,099 –7 –51,199
Total comprehensive income –42,092 –74,228 –482 –116,802
CLOSING BALANCE ON 31 DECEMBER 2020 31,32 236,549 796,845 10,544 –631,663 –406 411,869

Consolidated statement of cash flow

TSEK Note 2020 2019
OPERATING ACTIVITIES
Operating profit/loss –18,954 31,733
Depreciation, amortisation, and impairment losses 115,625 88,844
Interest received 160 85
Interest paid –28,646 –29,925
Financial expense –1,206 –4,357
Tax paid –1,365 4,547
Other items not affecting liquidity 33 –38,759 –4,446
Cash flow from operating activities before changes in working capital 26,855 86,481
Changes in working capital
Inventories 9,022 –153
Current receivables 8,759 78,707
Current operating liabilities –10,434 –64,562
Cash flow from operating activities 34,202 100,473
INVESTING ACTIVITIES
Acquisition of intangible and tangible assets including advance payments to suppliers –23,008 –24,888
Disposal of intangible and tangible assets 19,717 2,226
Cash flow from investing activities –3,291 –22,662
Cash flow after investing activities 30,911 77,811
FINANCING ACTIVITIES
Change in credit facilities –116
Change in other long-term debt 33,547 –422
Change in lease liabilities –48,820 –51,251
Cash flow from financing activities –15,273 –51,789
Cash flow for the year 15,638 26,022
Cash and cash equivalents at start of year 99,716 72,388
Exchange rate difference in cash and cash equivalents –5,236 1,306
CASH AND CASH EQUIVALENTS AT YEAR-END 110,118 99,716

Income statements for parent company

TSEK Note 2020 2019
INCOME STATEMENT
Net sales 2 3,533 3,030
Administrative expenses 5-6, 8 –11,278 –12,238
Other operating income 8 34 27
Other operating expenses 8 –35 –70
Operating profit/loss 2 –7,745 –9,250
Profit from interests in subsidiaries 40 –52,434 –90,000
Other interest income and similar line items 9 29,032 27,892
Interest expenses and similar line items 10 –25,581 –23,720
Total financial income and expenses –48,984 –85,829
Result before tax –56,729 –95,079
Tax on profit/loss for the year 11 –31,088
NET RESULT FOR THE YEAR –56,729 –126,166
TSEK 2020 2019
STATEMENT OF COMPREHENSIVE INCOME
Net profit for the year
–56,729 –126,166
Other comprehensive income
Cash flow hedges
Income tax relating to components of other
comprehensive income
Other comprehensive income after tax
TOTAL COMPREHENSIVE INCOME –56,729 –126,166

Balance sheet for parent company

TSEK Note 31 Dec. 2020 31 Dec. 2019
ASSETS
Financial assets
Interests in subsidiaries 19 370,389 422,822
Deferred tax assets 20 0 0
Receivables from subsidiaries 424,764 424,764
Total non-current assets 795,153 847,586
Current assets
Current receivables
Receivables from subsidiaries 745 717
Current tax asset 413 800
Other current receivables 23 10 69
Deferred expenses and accrued income 24 340 185
Total 1,508 1,771
Cash and cash equivalents 212 154
Total current assets 1,720 1,925
TOTAL ASSETS 796,873 849,511
TSEK Note 31 Dec. 2020 31 Dec. 2019
EQUITY AND LIABILITIES
Equity 32
Restricted equity
Share capital 236,549 236,549
Non-restricted equity
Share premium reserve 383,264 383,264
Retained earnings –201,259 –75,093
Net profit for the year –56,729 –126,166
Total non-restricted equity 125,276 182,005
Total equity 361,825 418,554
Non-current liabilities
Borrowings 205,779
Total non-current liabilities 26 205,779
Current liabilities
Borrowings 186,565
Trade payables 498 197
Liabilities to subsidiary 241,551 218,275
Other current liabilities 23 595 1,214
Accrued expenses and deferred income 24 5,839 5,491
Total current liabilities 248,483 225,177
TOTAL EQUITY AND LIABILITIES 796,873 849,511

Changes in equity for parent company

Restricted equity Non-restricted equity
TSEK Note Share capital Share
premium
reserve
Retained
earnings
incl. net profit
for the year
Total
Opening balance on 1 January 2019 236,549 383,264 –75,093 544,720
Comprehensive income
Net profit for the year –126,166 –126,166
Total comprehensive income –126,166 –126,166
Transactions with shareholders
Bond loan, revaluation
Total transactions with shareholders
CLOSING BALANCE ON 31 DECEMBER 2019 31, 32 236,549 383,264 –201,259 418,554
Opening balance on 1 January 2020 236,549 383,264 –201,259 418,554
Comprehensive income
Net profit for the year –56,729 –56,729
Total comprehensive income –56,729 –56,729
CLOSING BALANCE ON 31 DECEMBER 2020 31, 32 236,549 383,264 –257,987 361,825

Cash flow statement for parent company

TSEK Note 2020 2019
OPERATING ACTIVITIES
Operating profit/loss –7,745 –9,250
Interest received 29,033 27,842
Interest paid –24,126 –21,408
Financial expenses paid –134 –85
Tax paid 387 –56
Other items not affecting liquidity 33 –1 49
Cash flow from operating activities before change in working capital –2,586 –2,908
Change in working capital
Current receivables –124 2,914
Current operating liabilities 22,981 –1,292
Cash flow from operating activities 20,271 –1,286
INVESTING ACTIVITIES
Change in long-term receivables
Cash flow from investing activities
Cash flow after investing activities 20,271 –1,286
FINANCING ACTIVITIES
Loans raised –20,213
Cash flow from financing activities –20,213
Cash flow for the year 58 –1,286
Cash and cash equivalents at start of year 154 1,440
Exchange rate difference in cash and cash equivalents
CASH AND CASH EQUIVALENTS AT YEAR-END 212 154

Bong is one of the leading envelope manufacturers in Europe, offering a wide and flexible range of solutions for distribution and packaging of information, advertisement and lightweight goods. The Group has operations in Sweden, Norway, Denmark, Finland, Estonia, the United Kingdom, Belgium, Germany, France, Poland, Spain, Switzerland, Russia and Romania, Italy and Tunisia. Bong holds strong market positions, particularly in northern Europe, Germany, France and the United Kingdom. The annual report was approved by the Board for publication on 7 April 2021.

The most important accounting policies applied in preparing these consolidated financial statements are stated below. These policies have been applied consistently for all the years presented, unless otherwise stated. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by the EU, RFR 1 Supplementary Accounting Rules for Groups and the Swedish Annual Accounts Act. The consolidated financial statements have been prepared in accordance with the cost method, except with regard to financial assets and liabilities (including derivative instruments) measured at fair value through profit and loss.

Preparing reports in accordance with IFRS necessitates making a number of important accounting estimates. It is further required that the management makes certain assessments in applying the company's accounting policies. The areas containing a high degree of assessment, which are complex or where assumptions and estimates are of material significance to the consolidated financial statements are stated in notes 11 Tax, 14 Goodwill and 27 Pension Obligations.

CONSOLIDATED FINANCIAL STATEMENTS

SUBSIDIARIES

Subsidiaries are all companies (including structured companies) over which the Group has controlling interest. The Group controls a company when exposed to or has the right to variable returns from its holdings in the company and has the ability to affect earnings through their influence in the company. The consolidated accounts include companies acquired during the year from the date when control passes to the Group. Companies disposed of are included in the consolidated accounts until the date when the control no longer exists.

The acquisition accounting method is used to account for the Group's business combinations. The purchase price for acquisition of a subsidiary consists of the fair value of transferred assets, liabilities and the shares issued by the Group. The purchase price also includes the fair value of all assets and liabilities which are a consequence of an agreement on contingent consideration. Acquisition-related expenses are recognised as an expense when they arise. Identifiable acquired assets and liabilities and liabilities assumed in a business combination are initially measured at fair value on the acquisition date. The Group determines for each acquisition whether all holdings without controlling interest in the acquired company are recognised at fair value or at the non-controlling interest's proportionate share of the acquired company's net assets. The amount by which purchase price, any non-controlling interest and fair value on the date of acquisition of previous shareholdings exceed the fair value of the Group's proportionate share of identifiable acquired net assets is recognised as goodwill. If the amount is less than the fair value of the assets of the acquired subsidiary, in the event of a "bargain purchase", the difference is recognised directly in the statement of comprehensive income.

If the business combination is carried out in several steps, the previous proportionate shares of equity in the acquired company are remeasured to their fair value at the time of acquisition. Any profit or loss arising is recognised in profit or loss. Each contingent consideration to be transferred by the Group is recognised at fair value at the time of acquisition. Subsequent changes in the fair value of a contingent consideration which has been classified as an asset or liability are recognised in accordance with IAS 39 either in profit or loss or in other comprehensive income. A contingent consideration classified as equity is not remeasured, and subsequent settlement is recognised in equity.

Inter-company transactions, balance-sheet items and unrealised gains and losses on transactions between Group companies are eliminated. Accounting policies for subsidiaries have been changed where appropriate to guarantee consistent application of the Group's policies.

TRANSACTIONS WITH NON-CONTROLLING INTERESTS

Transactions with non-controlling interests are treated as transactions with the Group's shareholders. In acquisitions from non-controlling interests the difference between purchase price paid and the actual acquired proportionate share of the fair value of the subsidiary's net assets is recognised in equity. Gains and losses on disposals to non-controlling interests are also recognised in equity. When the Group no longer has a controlling or significant interest, each remaining holding is remeasured at fair value and the change in carrying amount is recognised in profit and loss. Fair value is used as the initial carrying amount and provides the basis for the continued recognition of the remaining holding as an associate, joint venture or financial asset. All amounts pertaining to the divested unit previously recognised through other comprehensive income are recognised as if the Group had directly disposed of the related assets or liabilities. This may lead to amounts previously recognised in other comprehensive income being reclassified to profit and loss.

If the participating interest in an associate decreases but a significant interest nevertheless remains, in applicable cases only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit and loss.

ASSOCIATES

Associates are all companies in which the Group has a significant, but not controlling interest, which as a rule applies to shareholdings representing between 20 per cent and 50 per cent of the votes. Holdings in associates are recognised according to the equity method and measured initially at cost. The Group's carrying amounts for holdings in associates include goodwill identified at the time of acquisition, net after any impairment losses. The share of profit or loss which has arisen in the associate after the acquisition is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. Cumulative changes after the acquisition are recognised as change in the carrying amount of the holding. When the Group's share in the losses of an associate amount to or exceed its holding in the associate, including any unsecured receivables, the Group does not recognise further losses, unless the Group has incurred obligations or has made payments on behalf of the associate.

Unrealised gains on transactions with the associates are eliminated in proportion to the Group's holding in the associate.

Unrealised losses are also eliminated, unless the transaction provides evidence of the existence of a need for impairment loss for the transferred asset. Accounting policies applied to associates have been changed where appropriate to guarantee consistent application of the Group's policies. Dilution gains and losses in participating interests in associates are recognised in the income statement.

SEGMENT REPORTING

External financial information has to reflect the information and the measures applied internally in the company to control the business and make decisions on resource allocation. The company has to identify the level at which the company's most senior executive decision-maker makes regular reviews of sales and operating income. These levels are defined as segments. Bong's most senior executive decision-maker is the company's CEO. The regular internal reporting of income to the CEO which fulfils the criteria to constitute a segment, is done for the Group as a whole, and Bong therefore reports the total Group as the company's only segment.

TRANSLATION OF FOREIGN CURRENCIES

FUNCTIONAL CURRENCY AND REPORTING CURRENCY

Items included in the financial statements for the different units in the Group are measured in the currency used in the financial environment in which the company concerned is mainly active (functional currency). The Swedish krona (SEK), which is the functional and reporting currency of the Parent Company, is used in the consolidated financial statements.

TRANSACTIONS AND BALANCE-SHEET ITEMS

Transactions in foreign currencies are translated to the functional currency at the exchange rate applicable on the transaction date. Exchange gains and losses arising in the payment of such transactions and in the translation of monetary assets and liabilities in foreign currencies at the rate prevailing on the reporting date are recognised in profit or loss. An exception is when the transactions constitute hedges that meet conditions for hedge accounting of cash flows or of the net investment, when gains/losses are recognised in other comprehensive income.

GROUP COMPANIES

The earnings and financial position of all Group companies with different functional currency than the reporting currency are translated as follows. Assets and liabilities are translated at the closing rate and all items in the income statement at the average rate. Exchange-rate differences arising are recognised in other comprehensive income. Goodwill and adjustments of fair value arising on acquisition of a foreign operation are treated as assets and liabilities in that operation and translate at the closing rate.

IMPACT OF EXTENDED EQUITY

The parent company in the Group holds monetary items that are receivables from foreign operations, ie issued loans to foreign subsidiaries in the subsidiary's respective currency. For these loans, regulation is not planned or will probably not take place in the foreseeable future, which is why they in practice form part of net investment in the independent foreign operations. Exchange rate differences arising on these monetary items are reported in the consolidated financial statements in other comprehensive income and reclassified from equity to profit on the sale of the net investment.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are measured at cost less depreciation. Cost includes expenditure that is directly attributable to the acquisition of the asset. Subsequent expenditure is added to the carrying amount of the asset or recognised as a separate asset, depending on which is appropriate, only when it is likely that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. All other types of repairs and maintenance are recognised as expenses in the income statement during the period when they arise. Land is not subject to depreciation. Depreciation of other assets, to allocate their cost down to the calculated residual value, is based on the 23 estimated useful life of the assets and is calculated on a straight-line basis from the time when the asset is taken into service.

DEPRECIATION SCHEDULES

Buildings 25–33 years Land improvements 20 years Plant and machinery 10–15 years Equipment, tools, fixtures and fittings, vehicles and computer equipment 5–10 years Other intangible assets 3–8 years

The residual values and useful lives of the assets are tested, and adjusted if necessary, at each balance-sheet date. An impairment loss is recognised if its carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposal are determined by comparing sales revenue and carrying amount and are recognised in profit or loss.

INTANGIBLE ASSETS

GOODWILL

Goodwill consists of the amount by which cost exceeds the fair value of the Group's share of the identifiable net assess of the acquired subsidiary/ associate on the acquisition date. Goodwill on acquisition of subsidiaries is recognised as intangible assets. Goodwill is tested annually to identify any impairment loss and is recognised at cost less cumulative amortisation. Profit or loss on disposal of a unit includes remaining carrying amount of the goodwill pertaining to the divested unit. In impairment testing, the Group is treated as a cash-generating unit.

For the purposes of assessing impairment, assets are grouped at the lowest levels, operating segments (Note 3), for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units).

SOFTWARE

Software of a standard character is recognised as an expense. Expenditure on software that has been developed or extensively adapted on behalf of the Group is capitalised as an intangible asset if the software is likely to have economic benefits that exceed the cost after one year. Capitalised expenditure on acquired software is depreciated on a straight-line basis, but no longer than over eight years. The amortisation is included in the income statement item 'Administrative expenses'.

IMPAIRMENT OF NON-FINANCIAL ASSETS

Assets with an indefinite useful life are not amortised and are tested annually for impairment. Assets subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable value. The recoverable value is the higher of the fair value of the asset less selling expenses and value in use.

FINANCIAL ASSETS AND LIABILITIES FROM 1 JANUARY 2018

Financial instruments accounted for in the balance sheet include other non-current receivables, cash and cash equivalents, trade receivables, other current receivables as well as derivatives on the asset side. On the liabilities side they include borrowings, trade payables, other current liabilities, as well as derivatives.

CLASSIFICATION AND MEASUREMENT

Financial instruments are initially recognized at acquisition value corresponding to the instrument's fair value plus transaction costs for all financial instruments, except for instruments in the category fair value through profit or loss, which are recorded at fair value excluding transaction costs. The classification determines how the financial instrument is valued after initial recognition as described below.

The classification of financial assets that are debt instruments is determined by the business model for the portfolio in which the financial asset is included and the nature of the contractual cash flows attributable to the instrument. Bong's business model for all financial assets that are debt instruments is to collect the principal amount and any interest on the principal amount. The contractual cash flows from these assets consist solely of principal amounts and interest, hence these are classified as financial assets valued at amortized cost. All financial assets in Bong are classified as amortized cost, except derivative instruments which are classified as fair value through profit or loss, or identified as hedging instruments.

All financial liabilities are classified as amortized cost, except derivative instruments which are classified as fair value through profit or loss, or identified as hedging instruments.

Derivative instruments are initially recognized at fair value, meaning that transaction costs are recognised in profit or loss. After initial recognition, derivative instruments are accounted for as described below. If derivative instruments are used for hedge accounting, changes in fair value on derivative instruments are recognized as described in the section "Derivatives and hedge accounting". For derivatives that are not part of a hedging relationship, the change in fair value is recognized as income or expenses within the operating profit or within the financial net, based on the purpose of the use of the derivative instrument and whether the use is related to an operating item or a financial item.

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Assets in this category are subsequently measured at fair value with changes in fair value recognized in profit or loss. This category consists of two sub-groups: mandatorily classified at fair value and other financial assets that Bong has chosen to designate in this category. Financial instruments in this category are subsequently measured at fair value with changes in fair value recognized in profit or loss. The first sub-group includes derivatives with a positive fair value with the exception of derivatives that are an identified and effective hedging instrument. Bong has no financial assets as designated at fair value.

FINANCIAL ASSETS AT AMORTIZED COST

Assets in this category are initially measured at fair value including transaction costs and subsequently measured at amortized cost using the effective interest method. The category includes other long-term receivables, cash and cash equivalents, trade receivables and other current receivables. Cash and cash equivalents includes immediately available balances with banks and corresponding institutions, as well as short-term liquid investments with a maturity of less than three months from the date of acquisition, which are subject to insignificant risk of changes in value. Trade receivables are recognized less impairment for expected loan losses. Discounting is not applied due to the short term, hence amortized cost corresponds to the nominal amount.

FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

This category consists of financial liabilities that are mandatorily classified at fair value through profit or loss and other financial liabilities that Bong has chosen to designate in this category. The first category includes Bong's derivatives with a negative fair value with the exception of derivatives that are an identified and effective hedging instruments. Changes in fair value are recognized in profit or loss for the year. Liabilities in this category include derivatives that are not identified as a hedging instrument.

FINANCIAL LIABILITIES VALUED AT AMORTIZED COST

Borrowings and other financial liabilities, e.g. trade payable, are included in this category. The liabilities are initially measured at fair value including transaction costs and subsequently measured at amortized cost using the effective interest method.

IMPAIRMENT

All financial assets, other than those belonging to the category of financial assets measured at fair value through profit or loss, are subject to impairment. At the end of each reporting period, Bong calculates the expected credit losses for the remaining lifetime of a financial asset or group of financial assets. The most significant financial assets that are subject to impairment are short-term, hence Bong has chosen to apply the simplified model where expected credit losses are recognized for the remaining lifetime of the assets, from the date on which they are first recognized.

The expected credit loss levels are mainly based on an individual assessment of the current receivable together with the customers' payment history together with the loss history for the same period. Historical losses are then adjusted to take into account current and prospective information on macroeconomic factors that may affect customers' ability to pay the receivable. Bong has identified GDP and unemployment levels in countries where sales of goods and services take place, as relevant factors. The historical loss level is therefore adjusted based on expected changes in these factors.

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include that the debtor fails with the repayment plan or that contractual payments locally are deemed to be substantially delayed.

Credit losses on trade receivable and contract assets are recognised as credit losses - net in operating profit. Recoveries of amounts previously written off are recognised against the same line in the income statement.

RECOGNITION AND DERECOGNITION

A financial asset or financial liability is recognised in the balance sheet when the company becomes a party to the instrument pursuant to the instrument's contractual terms and conditions. Trade receivables are recognised on the balance sheet when an invoice has been issued. A liability is recognised when the counterparty has performed under the agreement and the company is contractually obliged to pay, even if no invoice has been received. Trade payables are recognised when an invoice has been received. A financial asset is removed from the balance sheet when the rights in the agreement are realised or expire or the company loses control over them. This also applies to part of a financial asset. A financial liability is removed from the balance sheet when the obligation in the agreement is fulfilled or otherwise expires. This also applies to part of a financial liability.

A financial asset and a financial liability are offset and recognised as a net amount in the balance sheet only when there is a legal right to offset amounts and there is the intention to settle the items as a net amount or simultaneously realise the asset and settle the liability. The acquisition and sale of financial assets are recognised on the trade date, which is the date on which the company pledges to acquire or sell the asset.

DERIVATIVES AND HEDGE ACCOUNTING

The Group's derivative instruments have been acquired to financially hedge risks of currency exposures for the Group. An embedded derivative is disclosed if it is not closely related to the value contract. Derivative instruments are initially recognised at fair value, meaning that transaction expenses are charged against earnings for the period. After the initial recognition, derivatives are measured at fair value and changes in value are recognised in ways as described below. Meeting the requirements of hedge accounting in accordance with IAS 39 requires that there is a definite link to the hedged item. At inception of the hedge relationship, Bong documents the economic relationship between hedging instruments and hedged items including its risk management objective and strategy for undertaking its hedge transactions. Bong also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

Gains and losses pertaining to hedging are recognised in the income statement at the same time as gains and losses are recognised for the items which are hedged. In hedge accounting, changes in value are booked in the hedge reserve in equity.

CASH FLOW HEDGING

The currency derivatives used to hedge future cash flows and forecast sale in foreign currency are recognised in the balance sheet at fair value. The changes in value are recognised in other comprehensive income until the hedged flow reaches the income statement, at which time the cumulative changes in value of the hedging instrument are transferred to the income statement to meet and match the effects on profit and loss of the hedged transaction.

INVENTORIES

The "first in first out" principle is applied when Inventories are measured meaning at the lower of cost and net selling price on the balance-sheet date. The cost of finished goods and work in progress consists of costs of raw materials, direct salaries, other direct expenses and attributable indirect manufacturing expenses (based on normal manufacturing capacity). Salary expenses are not included. Net selling price is the estimated selling price in operating activities less applicable variable selling expenses.

SHARE CAPITAL

Ordinary shares are classified as equity. Transaction expenses which can be directly attributed to issue of new shares or bonds are recognised, net after tax, in equity as a deduction from the issue proceeds.

TRADE PAYABLES

Trade payables are obligations to pay for goods or services which have been acquired on operating activities from suppliers. Trade payables are classified as current liabilities if they fall due within one year or earlier. If not, they are treated as non-current liabilities. Trade payables are recognised initially at fair value and subsequently at accrued cost with application of the effective interest-rate method.

BORROWING

Liabilities to credit institutions and, in the parent company, liabilities to subsidiaries, are recognised initially at fair value, net after transaction expenses. Borrowing is then recognised directly at accrued cost and any difference between amount received (net after transaction expenses) and the amount of repayment is recognised in profit and loss distributed over the loan period, with application of the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer payment of the liability for least 12 months after the balance-sheet date.

Overdraft facilities are recognised as borrowing among current liabilities in the balance sheet.

INCOME TAXES

Tax expense for the period comprises current tax and deferred tax. Current tax is calculated on the basis of the tax rules decided on the balance-sheet date or in practice decided in those countries where the Group companies operate and generate taxable revenue.

Deferred tax is calculated in its entirety according to the balance-sheet method based on all temporary differences arising between the tax value of assets and liabilities and their recognised values. The principal temporary differences arise from untaxed reserves, provisions for pensions and other pension benefits, property, plant and equipment and carry-forwards of unused tax losses. Deferred tax is calculated with application of tax rates and tax laws which have been decided upon or notified at the balancesheet date and which are expected to apply at the time of the realisation of the accrued tax receivable or the settlement of the deferred tax liability.

A deferred tax asset pertaining to carry-forward of unused tax losses and other future deductions for tax is recognised to the extent that it is probable that the deduction can be offset against surplus in future taxation. Deferred tax liability pertaining to temporary differences attributable to investments in subsidiaries is not recognised in the Bong consolidated financial statements since the parent in all cases may control the time of reversal of the temporary differences and it is not judged likely that a reversal will take place within the foreseeable future.

Deferred tax assets and tax liabilities are offset when there is a legal right to offset current tax assets and tax liabilities and when the deferred tax assets and the tax liabilities relate to taxes charged by the same tax authority and pertain to either the same taxpayer or a different taxpayer, where there is an intention to settle the balances through net payments.

In the case of items recognised in the income statement, associated tax effects are also recognised in the income statement. The tax effects of items recognised in other comprehensive income or directly against equity are recognised in other comprehensive income and equity respectively.

EMPLOYEE BENEFITS

PENSIONS

There are both defined-contribution and defined-benefit pension plans in the Group. The largest defined-benefit pension plans are in Sweden, Germany, France and Norway. In defined-contribution plans, the company pays set contributions to a separate legal entity and does not have any obligation to pay further contributions. Expenses are charged against Group profits as the benefits are earned. In defined-benefit plans, payments are made to employees and former employees based on final salary and number of years of service. The Group bears the risk for payment of pledged benefits. In cases where the plans are funded, assets have been set aside in pension funds or equivalent. The net sum of the calculated present value of the obligations and the fair value of plan assets is recognised as a provision in the balance sheet. Regarding defined-benefit plans, the pension expense and the pension obligation are calculated using the "Projected Unit Credit Method", in a way which allocates the cost over the working life of the employee. The calculation is performed regularly by independent actuaries. The company's commitments are valued at the current value of expected future payments using a discount rate which is equivalent to the interest on first-class corporate bonds or treasury bonds with a maturity equivalent to the obligations in question. The most important actuarial assumptions are shown in Note 26 Pension Obligations.

Actuarial gains and losses may arise when the present value of the obligation and the fair value of plan assets are determined. Actuarial gains and losses arising from experience-based adjustments and changes in actuarial assumptions are recognised in other comprehensive income 25 during the period in which they arise. Expenses pertaining to service during previous periods are recognised directly in the income statement.

If the pension expense and pension provision established for Swedish plans in accordance with IAS 19 differ, an expense for special payroll tax on the difference is also recognised. The accounting policy for defined-benefit pension plans described above is only applied to the consolidated financial statement.

TERMINATION BENEFITS

Termination benefits are payable when an employee's employment has been terminated by the Group before the normal retirement date or when an employee accepts voluntary redundancy in exchange for such benefits. The Group recognises severance pay when it is demonstrably obliged by a detailed formal plan to either terminate an employee without a possibility of withdrawal, or to provide termination benefits as a result of an offer made in order to encourage voluntary redundancy.

BONUS PLANS

The Group recognises a liability and an expense for bonuses when there is a legal obligation or an informal obligation based on previous practice.

OTHER EMPLOYEE BENEFITS

Other employee benefits are recognised as expenses as they become vested.

PROVISIONS

Provisions are recognised when there is a legal or informal obligation as a result of previous events and it is probable that an outflow of resources will be required to settle the obligation, and where the amount can be measured reliably. In cases where the Group can expect that a provision will be repaid, for example under an insurance contract, the repayment is to be recognised as a separate asset, but only when repayment is as good as certain. Provisions are measured at the best estimate of the amount which is expected to be settled. Provisions for restructuring include expenses for cancellation of lease agreements and severance benefits. No provisions are made for future operating losses.

REVENUE RECOGNITION

Bong applies the five-step model in IFRS 15 for all agreements with customers. In Bong's agreement with customers, product sales are judged to be a performance commitment. The basic principle is that income should reflect expected compensation in connection with the performance of a contractual commitment to the customer and correspond to the compensation to which the Group is entitled upon the transfer of control of the products delivered to the counterparty.

The Group manufactures and sells envelopes and packaging for distributors. Revenue is recognised when control of the goods is transferred, which occurs when the goods are delivered to the distributor. Envelopes and packaging are often sold with individual discount or bonus agreements. The revenue from the sale of envelopes and packaging is recognised based on the price in the contract, with deductions for estimated discounts or bonuses. The Group has no agreements with expected maturities that exceed 12 months at the origin of the contract, so contracted but not yet fulfilled performance commitments are not disclosed.

FINANCIAL INCOME AND EXPENSES

Financial income consists of interest income on invested funds, dividend income, gains on changes in value of financial assets measured at fair value through profit or loss, and gains on hedging instruments which are recognised in the income statement. Interest income on financial instruments is recognised according to the effective interest method (see below). Dividend income is recognised when the right to receive a dividend has been established. The gain or loss from sale of a financial instrument is recognised when the economic risks and rewards incidental to ownership have been transferred to the purchaser and the Group no longer has control over the instrument.

Financial expenses consist of interest expenses on loans, the effect of dissolution of present-value calculation of provisions, loss on change in value of financial assets measured at fair value through profit or loss, impairment of financial assets and losses on hedging instruments which are recognised in the income statement. All borrowing costs are reco gnised in the income statement by applying the effective interest method, regardless of how the borrowed funds have been used. Exchange gains and losses are recognised net. The effective interest rate is the rate which discounts the estimated future receipts and payments through the expected life of a financial instrument to the net carrying amount of the financial asset or liability. The calculation includes all fees paid or received by the contracting parties which are a part of the effective interest rate, transaction costs and all other premiums or discounts.

LEASE AGREEMENTS

In January 2016, IASB issued a new lease standard that will replace IAS 17 Leases and the related interpretations IFRIC 4, SIC-15 and SIC-27. The standard requires assets and liabilities arising from all leases, with some exceptions, to be recognized on the balance sheet.

According to the new standard the lessee must report the obligation to pay the leasing fees as a leasing debt in the balance sheet. The right to utilize the underlying asset during the lease term is reported as a right of-use asset. Depreciation of the asset is recognized in profit or loss as well as an interest on the lease debt. Paid leasing fees are reported partly as interest payment and partly as amortization of the lease debt. The standard excludes leasing agreements with a lease term of less than 12 months (short-term lease agreements) and leasing agreements for assets that have a low value. The standard also allows for a relief rule regarding the separation of nonleasing components from leasing components. Bong has chosen to adopt the below modified retrospective transition approach.

The group's assets and debts relating to all leasing agreements are recognized in the balance sheet. The obligation to pay the leasing fees as a leasing debt is recognized in the balance sheet. The right to utilize the underlying asset during the lease term is reported as a right-of-use asset. Depreciation of the asset is recognized in profit or loss as well as an interest on the lease debt. Paid leasing fees are reported partly as interest payment and partly as amortization of the lease debt.

The group excludes leasing agreements with a lease term of less than 12 months (short-term lease agreements) and leasing agreements for assets that have a low value as well as separation of non-leasing compo nents from leasing components.

SHORT TERM LEASE AGREEMENTS

A short-term lease is a lease agreement with a lease term that is shorter than 12 months from the start of the lease term.

LEASE AGREEMENTS WITH MINOR VALUE

Lease agreements of minor value is a lease agreement where the underlying asset is of low value. The assessment is based on the value of the asset when it is new regardless of the value of the asset. Lease agreements of minor value are defined based on the value of the underlying asset.

LEASE COMPONENTS AND NON-LEASE COMPONENTS

According to the main rule in IFRS 16, non-leasing components shall be re ported separately from the leasing component and expensed in the income statement. However, the lessee may choose not to separate non-leasing components from the leasing component and this choice is made based on asset classes. Bong has chosen to apply this exception rule.

Bong will apply IFRS 16 from January 1, 2019 and will use the simpli fied transition method. Leases with a remaining maturity of less than 12 months at the time of transition to IFRS 16 are classified as short-term lease agreements in accordance with the exception rule and expensed. Bong has assessed the lease term for the lease agreements and then taken into account any extension and or termination options in accordance with the provisions of IFRS 16. If it is reasonably certain that the option will be exercised, this has been taken into account in the determination of the lease term.

Bong's leasing contracts are primarily property rental agreements. They also include car rental agreements.

RESEARCH AND DEVELOPMENT

Expenditure on research work is recognised as an expense when it occurs. Expenditure on development work is normally recognised as an expense when it occurs. The development work done is of great importance to the Group, but has the character of maintenance development, which means that all criteria according to IAS 38 are not met.

CASH FLOW STATEMENT

The cash flow statement is prepared according to the indirect method. The recognised cash flow only comprises transactions that entail cash receipts or cash payments.

DIVIDEND

Dividend to the Parent Company's shareholders is recognised as a liability in the consolidated financial statements in the period when the dividend is determined by the Parent Company's shareholders.

PARENT COMPANY ACCOUNTING POLICIES

The Parent Company has prepared its annual report in accordance with the Swedish Annual Reports Act and RFR 2 Accounting for Legal Entities. The rules in RFR 2 state that the Parent Company shall, in preparing the annual report for the legal entity, apply all IFRSs and statements approved by the EU as far as possible while complying with the Swedish Annual Reports Act and the Act on Safeguarding of Pension Obligations and taking into account the relationship between accounting and taxation. This recom mendation defines the exceptions and additional disclosures compared with IFRS.

Consequently, the Parent Company applies the principles presented in the consolidated accounts, with the exceptions indicated below. These principles have been applied consistently for all years presented, unless otherwise stated.

FORMAT

The Income Statement and Balance Sheet follow the format in the Swedish Annual Reports Act, meaning that there are differences compared with the consolidated accounts, mainly with regard to untaxed reserves and provisions.

SHARES AND INTERESTS IN SUBSIDIARIES

Shares and interests in subsidiaries are recognised at cost minus impair ment losses. Dividends received are recognised as financial income.

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GROUP CONTRIBUTIONS AND SHAREHOLDER CONTRIBUTIONS

Shareholder contributions are recognised as an increase in the value of shares and interests. A judgement is thereby made of whether the value of shares and interests is impaired. Group contributions paid to subsidia ries are reported, depending on the relationship between accounting and taxation, in the income statement on the line Profit from interests in subsi diaries. Group contributions received from subsidiaries are reported in the same way as customary dividends from subsidiaries and are thus reported as financial income on the line Profit from interests in subsidiaries.

Notes All values are in thousand SEK unless stated otherwise.

NOTE 1 – FINANCIAL RISK MANAGEMENT

Business operations are conducted on the basis of a finance policy adopted by the Board of Directors that provides rules and guidelines for how the different financial risks are to be managed. This policy governs both overall risk management and specific areas, such as foreign exchange risk, interest rate risk, the use of hedging instruments and investment of excess liquidity. The finance policy identifies three significant risks; market risk, credit risk and liquidity risk, to which the Group is exposed in its day-to-day operations. The Group's financial policy focuses on minimizing possible unfavorable effects on the Group's financial results due to the unpredictability of the financial markets.

Financial risk management is the responsibility of a central finance function, which identifies, evaluates and manages financial risks in close collaboration with the subsidiaries. The hedging instruments used are loans, as well as currency and interest rate derivatives, according to the guidelines established in the finance policy.

MARKET RISK

Market risk refers to the currency risk that arises when future purchase and sales agreements or commercial invoices in a currency that is not the unit's functional currency affect a future operating profit (transaction exposure), and when the value of foreign investments is affected by currency rate fluctuations (translation exposure), as well as the interest rate risk that can adversely affect the Group's net interest income when market rates change.

(A) CURRENCY RISK

In 2020 Bong's sales to countries outside of Sweden accounted for 88 (85) per cent of total sales. Of the Group's total sales, approximately 66 (61) per cent were denominated in EUR, 16 (19) per cent in GBP, 12 (15) per cent in SEK, and 6 (5) per cent in other currencies. There is also local management of foreign currencies in the subsidiaries (please refer to the section on Transaction exposure below).

(i) Transaction exposure

The Group's operational flows (sales and purchasing) as well as financial flows (interest payments and amortization) in currencies other than the functional currency of the company, are exposed to currency risk consisting of the risk of fluctuations in the value of accounts receivable, accounts payable and other current receivables and liabilities, as well as the risk of changes in expected and contracted future invoiced currency flows.

Bong is manufacturing on the majority of the major markets, limiting transaction exposure. The currency risk arises mainly from internal purchases and sales in foreign currency between Bong's units, external purchases and sales in foreign currency. The Group's financial policy requires the subsidiaries to report their currency risk to the central finance function. This risk is then aggregated centrally and hedged with forward exchange contracts. Bong's risk management policy is to hedge between 50 per cent and 100 per cent of expected net cash flow in foreign currency for the next twelve months, depending on maturity dates. During the fiscal year it has not been possible through agreements with banks to follow the financial policy which is why the Board has given mandate to deviate from the financial policy.

The currency exposure in the group arises from a number of currency pairs, see table below. With a change of 10 per cent, the Group's earnings on an annual basis, given the same flows as 2020, would have changed by SEK +16/-16 million (+16/-16) excluding currency hedges.

10% change
EUR SEK
EUR/NOK 0.1
EUR/SEK 365.5 3,832.5
EUR/GBP 690.1 7,237.1
EUR/PLN 403.8 4,234.4
EUR/RON 77.4 811.2
Total 1,537 16,115

If the EUR had appreciated/depreciated by 10 per cent against the SEK on the balance sheet date, with all other variables constant, transaction exposure would result in a worsening/improvement of earnings by SEK 0.3 million (0.4) due to losses/gains in the translation of trade receivables, trade payables and accrued interest costs denominated in EUR.

DKK is also included in the sensitivity calculations above, because this currency during the reporting period had a fixed exchange rate against EUR.

(ii) Translation exposure

Currency risks also exist in the translation of the assets, liabilities and profits of foreign subsidiaries to the Parent Company's functional currency, known as translation exposure.

Bong's policy is for the subsidiaries to primarily take out loans in their local currency to limit translation exposure. The loan portfolio is handled by the central finance function.

Translation exposure in the Group mainly comprises EUR and GBP. If the EUR had appreciated/depreciated by 10 per cent compared with the closing rate on 31 December 2020, with all other variables constant, earnings would have changed by SEK +0.2/-0.2 million (-2.0/+2.0), as a result of revaluation of subsidiaries' loans and deposits in Bong International AB. The same change would have increased/decreased consolidated equity by SEK +44.4/-44.4 million (+42.1/-42.1) as a result of gains/losses from trans¬lation of net investments in the subsidiaries. The analysis also includes items in DKK, since this currency during the reporting period had a fixed exchange rate against EUR. For GBP the effect on earnings would be a change of SEK -0.7/+0.7 million (+0.0/-0.0) and equity would increase/ decrease by SEK +0.7/-0.7 million (+4.4/-4.4).

(B) INTEREST RATE RISK

Interest rate risk is the risk that the Group's net interest income declines due to rising market interest levels.

At year end the Group's borrowings consist of a senior secured bond in the amount of SEK 210 million which was issued on 19 October 2018 at three years maturity. The loan carries an interest rate of STIBOR (3 months) plus 10 percent payable on a quarterly basis in January, April, July and October. Additional funding in the form of overdraft facilities exist to a lesser extent.

The Group does not have a significant interest rate risk.

CREDIT RISK

Credit risk consists of operational and financial credit risk.

The operational risk can be found in the Group's trade receivables. The goal of Bong's credit process is to achieve competitive credit sales, minimize credit losses and improve the Group's cash flow and profit.

Depending on national practice, the credit periods vary from country to country, but can in some countries be long, about ninety days, so that outstanding credits to individual companies may reach considerable amounts. If such companies should become insolvent or encounter other payment difficulties, Bong could incur severe financial loss.

This risk is limited because trade receivables are distributed among a large number of customers and geographic markets. The Group's ten largest customers and the top three account for 23 per cent (24) and 12 per cent (11) of total sales, respectively. Credit risk is also reduced because to a large extent Bong has long-term stable relationships with its large suppliers and customers.

In several countries subsidiaries have ongoing credit insurance policies to cover outstanding trade receivables, especially in the Group's German, Polish, French and British companies.

To further improve the credit process, a credit report is obtained for credit sales. This procedure varies locally, but is based on data from credit agencies combined with intragroup information about historical payment behavior.

In 2020 credit losses as a percentage of net sales amounted to about 0.1 per cent (0.1 per cent).

More information about outstanding claims can be found in Note 21.

Financial credit risk refers to the risk that financial counterparties cannot meet their obligations with respect to cash and cash equivalents, shortterm bank deposits or financial instruments with positive market value.

At year end, the financial credit exposure was SEK 110 million, attributable to cash and cash equivalents (100 at 31 December 2019) and derivative instruments with a market value of SEK -0.2 million (-0.1).

LIQUIDITY RISK

Liquidity risk is the risk that the Group cannot meet its short-term payment obligations due to insufficient or illiquid cash reserves. Bong has at any point in time trade payables that are not insignificant. They mostly fall due within ninety days. Bong minimizes this risk by having sufficient cash on hand and committed credit facilities to cover its payment obligations. The finance function obtains rolling forecasts of the Group's liquidity reserve from the subsidiaries.

Surplus cash in the subsidiaries, in excess of the portion required to manage working capital requirements, is transferred to finance function. As a result of the Covid-19 pandemic some of the subsidiaries has taken up external debt in the form of local government financing. The terms

NOTE 1 CONT.

As of 31 December 2020 Less than 1 year Between 1 and 2 years Between 2 and 5 years More than 5 years
Borrowings (excluding finance lease liabilities) 210,000
Borrowings related to Covid-19
Bank credit lines
30 3,456 47,655
Finance lease liabilities 36,770 25,645 45,326 658
Trade payables and other payables 378,716
As of 31 December 2019 Less than 1 year Between 1 and 2 years Between 2 and 5 years More than 5 years
Borrowings (excluding finance lease liabilities) 210,000
Bank credit lines
Finance lease liabilities 54,099 35,641 58,815 11,737
Trade payables and other payables 385,097

and conditions for the majority of these financing agreements are that the funds are note to be used for any other unit than the local one, hence, the centralizing of cash has been affected by this during the year.

The issued senior secured bonds of SEK 210 million have a three-year maturity and an annual interest rate of STIBOR (3 months) plus 10 per cent. Bong has to comply with financial covenants in the loan agreement.These covenants specify certain limits for net debt in relation to EBITDA. The terms and conditions was changed in June 2020, after approval by the bondholders, in order to increase external loans due to the Covid-19 pandemic.

Other credit facilities consist of the subsidiaries' local overdraft facilities in foreign banks. At year-end, total credit facilities amounted to SEK 222 million (227), of which approved unused credit SEK 12 million (17).

The Parent Company's external borrowing largely covers the borrowing needs of the subsidiaries. The table above presents the Group's non-derivative financial liabilities and net settled derivative financial instruments that comprise financial liabilities, broken down by the time remaining on the balance sheet date until the contractual maturity date and assuming an unchanged financing structure and amortization rate over time for the Group's non-derivative liabilities. Derivatives that are financial liabilities are included in the analysis if their contractual maturities are essential for understanding the timing of future cash flows. The amounts shown in the table are the contractual undiscounted cash flows estimated at the closing market rate and the periods expected interest margin.

MANAGEMENT OF CAPITAL

Bong's goal regarding capital structure is to safeguard the Group's ability to continue its operations, so that it can continue to generate returns to shareholders and benefit for other stakeholders and maintain a capital structure that minimizes the cost of capital.

In order to maintain or adjust the capital structure, the Group can change the dividends paid to shareholders, repay capital to shareholders, issue new shares or sell assets to reduce debt.

The Group assesses its capital based on the following ratios:

Key figures (outcome) 2020 2019
Equity ratio, % 30 33
Net loan debt, SEK million 471 506
Net debt/equity, times 1.14 0.91
Net debt/EBITDA, times 4.1 4.2

CALCULATION OF FAIR VALUE

Exchange gains and losses on forward exchange contracts as cash flow hedges as of 31 December, reported in other comprehensive income, are recognized in the Income Statement in the period during which the hedged transaction affects the Income Statement. All cash flow hedging was assessed to be fully effective on 1 January. Gains and losses on the hedging instruments held for trading are recognized in the Income Statement as financial income and expenses. The Group does not offset financial assets and liabilities.

NOTE 2 – NET SALES AND NON-CURRENT ASSETS BY GEOGRAPHIC AREA

2020 2019
Net sales Envelope Packaging Envelope Packaging
Sweden 112,084 53,790 150,536 55,976
Nordic and Baltic 128,938 41,244 152,298 49,099
Central Europe 514,312 172,779 589,715 171,831
France and Spain 315,031 131,553 397,912 107,524
United Kingdom 216,734 61,875 306,296 76,677
Russia/Eastern Europe 70
Other 64,463 30,259 78,837 29,053
Total 1,351,562 491,500 1,675,594 490,230
Total 711,953 853,287
Other 97,405 1,532
United Kingdom 65,921 138,152
France and Spain 98,102 229,735
Central Europe 320,579 252,598
Nordic and Baltic 3,862 57,312
Sweden 126,084 173,958
Non-currrent assets 2020 2019

NOTE 3 – SEGMENT INFORMATION

OPERATING SEGMENTS

Operating segments are reported in a manner consistent with the internal reports presented to the chief operating decision maker. The chief operating decision maker is the function responsible for the allocation of resources and the assessment of the operating segments' earnings. For the Group, this function has been identified as the CEO.

Segment reporting for the business units areas comprises operating EBITDA before restructuring costs.

The segment reporting is for the first time included in the annual report for year 2020.

Bong has changed the segment reporting and from the annual report 2020 discloses 4 reportable segments and the remaining part of the business is presented as Other, compared to one segment for 2019 and previous periods. Disclosures for 2019 has also been restated to the new segments.

SEGMENT INFORMATION

The definition of the segments are primarily related to geografical areas as disclosed below. In the segment South Europe and North Africa is included a unit of subordinate importance and have similiar economic caracteristics with respect to customer structure, products and distribution channels.

Other income is internally reducing costs and are included in order to reconcile with the legal Total turnover.

The segments apply the same accounting principles as the Group apart from the revenue recognition of sales of raw materials, sales of waste material and rental income. In the internal reporting these are reported as a reduction of cost while in the consolidated statements these are accounted for as revenue.

Central Europe

This segment includes the companies in Germany, Poland, Belgium, Rumania and Switzerland.

South Europe and North Africa

This segment includes the companies in France, Belgium, Italy, Spain and Tunisia.

Nordics

This segment includes the companies in Sweden, Norway, Denmark and Finland. While the CEO receives separate reports for Scandinavia (Sweden, Norway, Denmark) and Finland, these areas have been aggregated into one reportable segment as they have similar economic characteristics with respect to customer structure, products and distribution channels.

United Kingdom

This segment includes the companies in United Kingdom.

Other

This segment includes segments below the threshold levels to be reported separately and that are not aggregated into any segments above since the characteristics are not the same as the segments above.

NOTE 3 CONT.

Net turnover and EBITDA before restructuring costs per segment

2020 2019
Segments Revenue from
external customers
IFRS
Adjustments
Revenue from
other segments
Total EBITDA Revenue from
external customers
IFRS
Adjustments
Revenue from
other segments
Total EBITDA
Central Europe 678,236 16,577 75,390 770,203 54,784 752,180 21,785 55,097 829,062 51,362
South Europe and North Africa 547,175 11,862 37,016 596,053 15,410 632,080 18,662 38,531 689,273 23,455
Nordics 296,660 15,723 22,252 334,635 9,215 341,592 18,759 25,849 386,200 10,945
United Kingdom 272,958 3,871 3,386 280,215 –16,328 373,550 7,216 1,170 381,936 –4,532
Group transactions and eliminations 0 0 –138,044 –138,044 48,863 0 0 –120,647 –120,647 51,233
Total 1,795,029 48,033 0 1,843,062 111,368 2,099,402 66,422 0 2,165,824 132,463
Revenue from external customers 1,795,029 48,033 0 1,843,062 111,368 2,099,402 66,422 0 2,165,824 132,463
Restructuring costs –15,273 –11,885
Depreciations and amortisations –115,625 –88,844
Financial income 1,143 989
Financial expenses –38,383 –42,879
Result before tax –56,194 –10,156
Income tax –9,410 –13,876
Net result for the year –65,604 –24,032

NOTE 4 – EXPENSES CLASSIFIED BY NATURE OF EXPENSE

2020 2019
Depreciation, amortisation and impairment (Note 6) 115,626 88,844
Costs for remuneration to employees (Note 4) 501,519 589,174
Changes in inventories of finished
goods and work in progress 16,863 17,503
Raw materials 863,612 1,049,397
Transport costs 116,336 118,355
Other expenses 240,151 259,716
Total cost of goods sold, selling

and administrative expenses 1,854,107 2,122,989

NOTE 5 – EMPLOYEES AND WAGES, SALARIES AND OTHER

REMUNERATION
2020 2019
Average number
of employees
Number of
employees
men Number of
employees
men
Sweden1 108 79 145 108
Germany 351 259 372 162
France 282 196 280 201
UK 176 104 211 149
Poland 196 123 194 120
Estonia 15 0 58 31
Finland 11 3 27 14
Norway 8 4 10 4
Denmark 9 6 9 6
Spain 11 7 10 7
Belgium 13 6 11 4
Romania 5 4 6 4
Tunisia 9 0 1 1
Italy 1 1 0 0
Total 1,195 787 1,334 811
1

Board of Directors and senior executives Group Parent company 2020 2019 2020 2019 Total men Total men Total men Total men Board members 33 27 39 32 6 5 6 5 President and other senior executives 34 32 31 30 1 1 1 1

Salaries and other remuneration broken down between board members etc. and other employees

Parent company
2020 2019
Board
and CEO
Other
employees
Board
and CEO
Other
employees
Total remuneration 1,312 1,047 2,785 2,851

TERMS OF EMPLOYMENT OF SENIOR EXECUTIVES

CHAIRMAN

The Chairman of the Board of Directors received a fee of SEK 350 thousand for 2020 (350). The amount represents part of the total Board fees set by the AGM as well as fee for work as member of the audit committee SEK 50 thousand (50). No other fee was paid. There is no agreement on pension, severance pay or other benefits.

OTHER BOARD MEMBERS

The total fee paid to other Board members for 2020 was SEK 950 thousand (850). Board member Mikael Ekdahl received SEK 250 thousand (250). This amount consists of the directors' fee SEK 150 thousand (150) and compensation for serving as Chairman of the Audit Committee of SEK 100 thousand (100). The other four board members received SEK 150 thousand each and one received SEK 100.

No other fee was paid. There is no agreement on pension, severance pay or other benefits. No directors' fee was paid to the Managing Director, nor to the employee representatives.

CHIEF EXECUTIVE OFFICER

For the year 2020 Kai Steigleder was paid a fixed salary including remuneration for paid leave of SEK 2,689 thousand plus benefits mainly comprising car benefits valued at SEK 65 thousand. The salary also includes the role as Head of Business Unit Central Europe.

Salaries,remuneration and social costs

Group Parent company
2020 2019 2020 2019
Salaries Social Pension Salaries Social Pension Salaries Social Pension Salaries Social Pension
and remun. contrib. costs and remun. contrib. costs and remun. contrib. Costs and remun. contrib. Costs
Total 397,677 103,842 6,483 466,150 123,024 18,539 4,833 1,425 736 5,636 2,193 939

1 Of which one employed man in parent company.

NOTE 5 CONT.

In addition to a fixed salary, a variable remuneration may be paid, based on the fulfilment of certain financial goals after a decision by the Board of Directors.

Variable remuneration of SEK 316 thousand was paid for 2019. The retirement age is 65. In the event of termination by the company, the CEO is entitled to salary and benefits for 12 months. In the event of termination by the CEO, the period of notice is 6 months.

OTHER SENIOR EXECUTIVES IN THE MANAGEMENT GROUP

The four other members have received total fixed salaries of SEK 6,922 thou sand (7,273) during 2020, plus benefits mainly comprising car benefits value at SEK 267 thousand (616).

In addition to a fixed salary, a variable remuneration of no more than 20-30 per cent of the fixed salary may be paid, based on the Group's fulfilment of certain financial goals. Variable remuneration of SEK 0 thousand (0) was paid for 2020.

During the year, variable remuneration of SEK 269 thousand (713) was paid for 2019. Pension benefits are payable for the Swedish executives in the same way as those of the general pension plan. Pension benefits are payable for the foreign executives in accordance with individual agreements that give the company a cost not exceeding 10 per cent of the annual salary.

A premium of SEK 66 thousand (72) was paid during 2020. In case the company terminates employment the period of notice is 6–18 months. In the event of termination by the employee, the period of notice is 4–12 months.

PREPARATION AND DECISION-MAKING PROCESS

The Board of Directors has a Remuneration Committee that deals with remuneration to the CEO and other senior executives in the Group.

NOTE 6 – AUDITORS' REMUNERATION

Group Parent company
PwC 2020 2019 2020 2019
Auditing assignments1 3,886 3,294 869 851
Audit-related activities2 11
Tax services3 40 33
Other services4 318 404 316 349
Total 4,204 3,749 1,185 1,233
Other 2020 2019 2020 2019
Auditing assignments 334 330
Audit-related activities 484 138
Other services 338 683 102
Totalt 1,156 1,151 102

1 Of which 1 027 (1,079) is attributable to PwC Sverige 2 Of which 0 (0) is attributable to PwC Sverige 3 Of which 0 (33) is attributable to PwC Sverige

4 Of which 316 (404) is attributable to PwC Sverige

NOTE 7 – DEPRECIATION AND AMORTISATION

Broken down by non-current assets 2020 2019
Write-down goodwill 35,067
Other intangible assets 5,664 9,066
Land and buildings 44,191 46,498
Plant and machinery 19,152 21,618
Equipment, tools fixtures and fittings 11,551 11,662
Total 115,625 88,844
Broken down by function 2020 2019
Cost of goods sold
Selling expenses
65,699
8,293
71,201
8,424
Administrative expenses 41,633 9,219

NOTE 8 – OTHER OPERATING INCOME AND EXPENSES

Group Parent company
Operating income 2020 2019 2020 2019
Exchange gains on
operating receivables
and liabilities
61,177 61,832 34 27
Capital gain on sale of
non-current assets
9,659 1,365
Total 70,836 63,197 34 27
Group Parent company
Operating expenses 2020 2019 2020 2019
Restructuring costs and
other provisions
Exchange losses on
–15,273 –11,885
operating receivables
and liabilities
Loss on sale of
non-current assets
–63,472
–62,413
–35
–70
Total –78,745 –74,298 –35 –70

NOTE 9 – FINANCIAL INCOME

Group Parent company
2020 2019 2020 2019
Interest income 160 85
Exchange gains on
financial items
221 904 61
Financial income,
Group companies
29,032 27,842
Total 381 989 29,032 27,892

NOTE 10– FINANCIAL EXPENSES

Group Parent company
2020 2019 2020 2019
Write-down of holdings in
other companies
–524 –741
Interest portion in this
year's pension costs
0 –4,872
Interest expenses, other –33,320 –30,240 –25,581 –21,292
Exchange rate differences
on financial items 762 –1,030
Other financial expenses –4,539 –5,996 –2,428
Total –37,621 –42,879 –25,581 –23,720

NOTE 11 – TAX

Group Parent company
2020 2019 2020 2019
Current tax –4,509 –7,257
Deferred tax –4,901 –6,619 –31,088
Total –9,410 –13,876 –31,088

The tax on the Group's profit before tax differs from the theoretical amount that would result from application of the tax rates for the profits in the consolidated companies as follows.

Group Parent company
2020 2019 2020 2019
Profit before tax –56,194 –10,157 –56,730 –126,166
Calculated Swedish
Income tax 21,4% (22) 12,026 2,092 12,140 27,000
Income tax calculated
according to national tax
rates for each country 15,502 5,547
Tax on:
– adjustment of previous
years' tax
430
– non-taxable revenue/
other non-deductible
expenses 4,148 –2,653 –1,250 –6,656
– dividend from subsidiary 0 –10,890
Recognition of previously
unrecognised tax loss 5,015 15,549
Revaluation of deferred tax: –32,483 –3,753
Tax effect of loss carry
forward not previously
recognised –20,344
Recognition of tax loss
- change of tax rate
- write down –13,618 –31,088 –31,088
Tax according to Income
Statement –9,410 –13,876 –31,088

NOTE 12 – EXCHANGE GAINS/LOSSES – NET

Other operating expenses –63,472 –62,413
Other operating income 61,177 61,832
Exchange gains/losses are recognised in
the income statement as follows
2020 2019

NOTE 13 – EARNINGS PER SHARE

EARNINGS PER SHARE

In calculating basic earnings per share, profit attributable to the Parent Company's shareholders is divided by the weighted average number of ordinary shares outstanding during the period.

2020 2019
Profit/loss attributable to the Parent
Company's shareholders –65,129 –23,568
Ordinary shares
outstanding (thousands) 211,205 211,205
Earnings per share, SEK –0.31 –0.11

EARNINGS PER SHARE, EXCLUDING NON-RECURRING ITEMS

tems affecting comparability of SEK -35 million consisted of a write-down of goodwill. There were no items affecting comparability in 2019. Items affecting comparability are defined on the inside back cover.

2020 2019
Result attributable to the shareholders of the
parent company –65,129 –23,568
Items affecting comparability 35,067
Result attributable to the shareholders of the
parent company –29,569 –23,568
Weighted average of outstanding shares,
thousands 211,205 211,205
Earnings per share, excluding non-recurring
items –0,14 –0.11

NOTE 14 – GOODWILL

2020-12-31 2019-12-31
Opening costs 529,906 518,438
Write-down –35,067
Exchange rate differences –31,666 11,468
Closing costs 463,173 529,906

REALLOCATION OF GOODWILL

FDue to the Group's change in segment reporting (see Note 3), goodwill has also been redistributed to the Group's various operating segments, which are also the cash-generating units (CGU) on which impairment testing is performed from 2020. The distribution has been made based on relative values and as of December 31, 2020 is as follows:

246 543
47 994
56 879
16 953
94 804

During the fiscal year prior to the reallocation of goodwill was made, carried out an impairment test which indicated an impairment of 35 million. This was caused by the impact of the Covid-19 pandemic, primarily in the United Kingdom. The reallocation of goodwill did not result in any impairment of any operating segment as the allocation made based on relative values.

IMPAIRMENT TESTING OF GOODWILL

The recoverable amount for each separate CGU is determined based on a calculation of value in use. That calculation uses cash flow projections that are based on financial budgets for the business that are approved by management and cover a five-year period. Cash flow beyond the period are extrapolated based on the assumption that the envelope market in Europe as a whole will have a limited growth. The cash flows are based on previous years' outcomes and management's projections of the market trend. Management has established the budgeted cash flows based on previous years' results, planned and completed efficiency-improving measures and projections of the market trend.

In calculating value in use, a discount rate of 10.2 per cent after tax (11.4 per cent before tax) has been assumed. The same discount rate is applicable to all segments because the risk does not differ between them. A negative growth rate is assumed during the three first years of on average -0.4 per cent. The two last years have been assumed to result in a similar growth rate. A sustained growth rate of 1.2 per cent has been adopted. Previous year, a discount rate of 10.3 per cent (13.2 per cent before tax) and a development adjacent to this year's calculation was adopted but with a growth rate of 1 per cent at the end of the five year period.

The discount rate used is given after tax and reflects the market interest rates, risks and tax rates that apply to the different units. The average growth rate used is based on industry forecasts.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are regarded as reasonable under the current circumstances.

The Group subjects goodwill to annual impairment testing in accordance with the accounting policy described among the accounting policies above.

The recoverable amount has been determined by calculation of the value in use. Certain estimates must be made for these calculations.

Management has determined the forecast based on previous earnings and their expectations as well as external information about the future market trend.

A sustainable annual growth rate of 1.2 per cent has been used to extrapolate cash flows beyond the budget period. This growth rate is judged to be a conservative estimate. Furthermore, an average discount rate after tax of 10.3 per cent has been used (11.4 per cent before tax).

SENSITIVITY ANALYSIS

• If the assumption regarding the estimated growth rate beyond the budget period had been 0.4 percentage point lower, the recoverable amount had been the same as the book value of the cash-generating units. Furthermore, if the assumption regarding growth had been 0.5 percentage point lower, it would mean a write-down of in total SEK 36 million distributed as follows on each CGU. If the assumption had been 1 percentage point lower, it would mean a writedown of SEK 187 million distributed as follows on each CGU.

Growth 0.5 Growth 1.0
percentage percentage
CGU points lower points lower
Central Europe 20 103
South Europe and North Africa 4 19
Nordics 4 22
United Kingdom 1 6
Others 7 37

• If the assumption regarding fixed costs in relation to turnover had been 1.9 percentage point higher, the recoverable amount would be the same as the book value of the cash-generating unit. If the assumption regarding fixed costs had been 0.5 percentage point higher, it would mean a writedown of SEK 13 million. Furthermore, if the assumption regarding fixed costs had been 1 percentage point higher, it would mean a writedown of SEK 154 million distributed as follows on each CGU.

Fixed costs 0.5 Fixed costs 1.0
percentage percentage
points higher point higher
7 85
1 15
2 18
0 5
3 31

• If the assumption regarding gross margin had been 0.7 percentage point lower, the recoverable amount would be the same as the book value of the cash-generating unit. Furthermore, if the assumption regarding gross margin had been 1 percentage point lower, it would mean a write-down of SEK 41 million distributed as follows on each CGU.

CGU Gross margin 1 percentage point lower
Central Europe 23
South Europe and North Africa 4
Nordics 5
United Kingdom 1
Others 8

• If the assumption regarding the estimated weighted cost of capital had been 1 percentage point higher, the recoverable amount would be the same as the book value of the cash-generating units.

These calculations are hypothetical and should not be regarded as an indication that these factors are more or less likely to change. The sensitivity analysis should therefore be interpreted with caution. The estimate of the in total recoverable amount exceeds the book value by SEK 119 million calculated on all CGU.

NOTE 15 – OTHER INTANGIBLE ASSETS

2020-12-31 2019-12-31
Opening costs 90,441 93,565
Purchase 275 700
Sale/retirement 0 –5,368
Reclassifications 168
Exchange rate differences –4,321 1,544
Closing costs 86,563 90,441
Opening accumulated depreciation –81,887 –76,486
Sale/retirement 0 5,368
Exchange rate differences 5,904 –1,703
Depreciation for the year –5,664 –9,066
Closing accumulated depreciation –81,647 –81,887

Closing residual value according to plan 4,916 8,554

The item is mainly attributable to adaptation of software.

NOTE 16 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment 2020-12-31 2019-12-31
Opening costs 160,853 154,341
Purchase 83 421
Sale/retirement 0 –2,171
Reclassifications 6,489 5,381
Exchange rate differences –9,484 2,881
Closing costs 157,941 160,853
Opening accumulated depreciation –106,013 –102,715
Sale/retirement 0 2,171
Exchange rate differences 7,264 –1,940
Depreciation for the year –5,947 –3,529
Closing accumulated depreciation –104,696 –106,013
Closing residual value according to plan 53,245 54,840
Of which land 8,780 8,973
Plant and machinery 2020-12-31 2019-12-31
Opening costs 707,213 679,175
Purchase 11,077 10,098
Sale/retirement –18,837 –16,475
Reclassifications 699 6,659
Exchange rate differences –52,231 27,756
Closing costs 647,921 707,213
Opening accumulated depreciation –611,118 –581,003
Sale/retirement 10,468 15,768
Exchange rate differences 51,186 –24,265
Depreciation for the year –19,152 –21,618
Closing accumulated depreciation –568,616 –611,118
Closing residual value according to plan 79,305 96,095
Equipment, tools, fixtures and fittings 2020-12-31 2019-12-31
Opening costs 178,252 171,531
Purchase 3,195 1,949
Sale/retirement –2,579 –1,471
Reclassifications 1,437
Exchange rate differences –11,837 6,243
Closing costs 168,468 178,252
Opening accumulated depreciation –157,560 –147,540
Sale/retirement 1,127 1,317
Exchange rate differences 9,974 –5,556
Reclassifications
Depreciation for the year –4,480 –5,781
Closing accumulated depreciation –150,939 –157,560
Closing residual value according to plan 17,529 20,692

NOT 17 – RIGHT-OF-USE ASSETS

The following amounts related to leasing agreements are recognised in
the income statement
Right-of-use assets - Real Estate 2020-12-31 2019-12-31
Opening cost/
Changed accounting principles IFRS 16 166,047 155,279
New leasing contracts 4,465 4,953
End leasing contracts –5,337 –74
Exchange rate differences –10,151 5,889
Depreciation for the year 0
Closing costs 155,024 166,047
Opening accumulated depreciation –42,852
End leasing contracts 3,281 74
Exchange rate differences 3,298 43
Depreciation for the year –38,244 –42,969
Closing accumulated depreciation –74,517 –42,852
Closing residual value according to plan 80,507 123,195
Right-of-use assets - Other 2020-12-31 2019-12-31
Opening cost/ Changed accounting principles
IFRS 16 22,647 12,108
New leasing contracts 2,044 10,515
End leasing contracts –782 –95
Exchange differences –988 119
Depreciation for the year 0 0
Closing costs 22,921 22,647
Opening accumulated depreciation –5,803
End leasing contracts 384 42
Exchange rate differences 495 36
Depreciation for the year –7,071 –5,881
Closing accumulated depreciation –11,995 –5,803
Closing residual value according to plan 10,926 16,844
Leasing liability 2020-12-31 2019-12-31
Opening liability/
Changed accounting principles IFRS 16 160,292 189,348
New leasing contracts 6,509 15,466
End leasing contracts –3,052 –66
Interest cost 5,926 7,855
Exchange rate differences –8,766 6,666
Lease/rent cost –54,643 –58,977
Closing leasing liability, note 22 and note 25 106,266 160,292

Recognized amount in the profit and loss statement

The following amounts related to leasing agreements are recognised in the income statement:

Depreciation of Right-to-use assets 2020 2019
Real estate –38,244 –42,969
Other –7,071 –5,881
Total –45,315 –48,850
Interest costs (included in financial costs) –5,826 –7,780
Short-term lease contracts –1,506 –2,044
Leases with low value, expensed –366 –558

Recognized amount in the cash flow statement Total cash-flow regarding leasing agreements in 2020 was -48,819 (-51,251).

NOTE 18 – CONSTRUCTION IN PROGRESS AND ADVANCE PAYMENT RELATING TO PROPERTY, PLANT AND EQUIPMENT

2020-12-31 2019-12-31
Opening costs 3,161 5,453
Accrued expenses 8,584 11,720
Reclassifications –8,793 –14,008
Exchange rate differences –600 –4
Closing balance 2,352 3,161

NOTE 19 – SHARES IN GROUP COMPANIES

2020-12-31 2019-12-31
Opening balance 422,821 422,821
Write-downs –52,434
Closing balance 370,387 422,821

The annual review of valuation of subsidiaries resulted in a write-down of the shares in Bong GmbH in 2020.

NOTE 20 – DEFERRED TAX

Deferred tax assets and liabilities are offset when a legal right to do so exists for the tax assets and liabilities in question and when the deferred taxes are payable to the same tax authority. Please see below for the amounts that remain.

NOTE 19 CONT.

Company Corporate identity number Location Number of shares Ownership (%)
Bong International AB 556044-3573 Kristianstad, Sweden 1,501,200 100
Bong GmbH HRB 1646 Solingen, Germany 1 100
Bong Sverige AB 556016-5606 Kristianstad, Sweden 804,000 100
Bong UK Ltd 3895897 Milton Keynes, Great Britain 7,000,000 100
IPC SAS 327 956 199 Angoulème, France 15,000 100
Bong SAS 775 695 299 Saint Sébastien de Morsent, France 100,000 100
Pflueger Lober Kuvert GmbH HRB 9534 Erlangen, Germany 1 100
Bong Packaging S.R.L. 3774701209 Bologna, Italy 10,000 85
Bong Belgium SA 0453.235.963 Kortrijk, Belgium 25,696 100
Bong Denmark A/S 58154717 Høje-Taastrup, Denmark 5,000 100
Bong Schweiz AG CHE-135464381 Gossau SG, Switzerland 200 100
Bong Envelo SRL 296556/06.08.2015 Bukarest, Romania 100 100
Bong Africa Sarl 1620893G Tunis, Tunisia 30,000 60
CADIX SAS 518971866 Saint Sébastien de Morsent, France 7,203,512 100
BONG Caly Swiat Kopert Sp. zo. o. KRS 286281 Poznan, Poland 8,000 100
Bong S.a.r.l. 329 200 570 Paris, France 1,000 100
Envel Europa SA ES-A25422015 Barcelona, Spain 8,000 100
Bong Grundstucksverwaltung
GmbH (BONG) HRB 8789 Solingen, Germany 1 100
Bong Retail Solutions AB 556296-3115 Kristianstad, Sweden 10,000 100
Bong Norge AS 931080687 Vear, Norway 40,000 100
Pflueger Koperty Sp. zo. o. KRS 45327 Krakow, Poland 2,300 100
Bong Retail Solutions NV 0826.223.234 Kortrijk, Belgium 4,000 100
Bong Suomi Oy 1487663-6 Pirkkala, Finland 20,050 100
Packaging First Ltd 3838039 Essex, Great Britain 100 90

1 The summary consists of wholly owned subsidiaries as well as indirect owned companies that are not dormant. All subsidiaries are consolidated in the Group.

NOTE 20 CONT.

forwards are deemed good.

Deferred tax asset 2020-12-31 2019-12-31
Loss carryforward 53,880 67,442
Intangible assets –1,089 10,374
Property, plant and equipment 2,512 10,374
Pensions 42,847 19,082
Right-of-use assets 3,940 5,265
Other temporary differences 24,208 5,265
Offsetting of deferred tax assets in
accordance with offsetting provisions –22,927 11,224
Total 103,371 113,387
Deferred tax liability 2020-12-31 2019-12-31
Intangible assets 415 1,962
Property, plant and equipment 12,090 5,449
Pensions 17,463 21,354
Other temporary differences 1,296 12,631
Offsetting of deferred tax assets in accor
dance with offsetting provisions –22,927 –31,252
Total 8,337 10,144

Deferred tax assets are recognised for tax-loss carryforwards to the extent it is likely that they can be utilised to offset future taxable profits.

The Group's loss carryforwards mainly relate to operations in Germany and Sweden. In recent years a number of steps have been taken to reduce costs and streamline operations. The chances of being able to utilise remaining loss carryUndisclosed tax assets amount to 19,550 TSEK (44,602), the majority of which are not limited in time.

The gross change with regard to deferred taxes is as follows:

Loss carryforward 2020-12-31 2019-12-31
At start of year 67,442 96,669
Exchange rate differences –1,288 3,601
Recognised in the Income Statement –12,274 –32,828
At year-end 53,880 67,442
Property, plant and equipment 2020-12-31 2019-12-31
At start of year 4,925 385
Exchange rate differences –717 2
Reclassification –13,445
Recognition in the income statement –341 4,538
At year-end –9,578 4,925
Pensions 2020-12-31 2019-12-31
At start of year 19,082 17,809
Exchange rate differences –757 –1,700
Reclassification 4,826
Recognised in the income statement 792 –1,420
Actuarial loss on post-employment benefits 1,441 4,393
At year-end 25,384 19,082
Intangible assets 2020-12-31 2019-12-31
At start of year 415 –8,194
Exchange rate differences –253 –188
Reclassification 9,666
Recognised in the income statement –11,332 8,797
At year-end –1,504 415
Right-to-use assets 2020-12-31 2019-12-31
At start of year 5,265 5,548
Exchange rate differences –336 219
Recognised in the income statement –989 –502
At year-end 3,940 5,265
Other 2020-12-31 2019-12-31
At start of year 6,114 –10,577
Exchange rate differences –458 –253
Recognised in the income statement 626 14,796
Reclassification 18,687
Tax attributable to other components in other
comprehensive income –2,057 2,148
At year-end 22,912 6,114

NOTE 21 – INVENTORIES

The expenditure for the inventory that was recognised is included in the item "Cost of goods sold" and amounted to SEK 863,612 thousand (1,049,397). Of the inventory value, SEK 21 062 thousand (18,861) has been measured at net realisable value. The inventory depreciated during the year by SEK -979 thousand (-349).

NOTE 22 – RECEIVABLES

2020-12-31 2019-12-31
Trade receivables 207,364 223,180
Minus provision for impairment of receivables –7,450 –5,623
Net trade receivables 199,914 217,557
Stated amounts, per currency for the
Group's trade receivables are as follows: 2020-12-31 2019-12-31
SEK 16,536 22,877
EUR 89,515 94,327
GBP 69,379 72,654
Other currencies 24,484 27,699
Total 199,914 217,557
Geographic distribution of receivables 2020-12-31 2019-12-31
Sweden
Other Nordic and Baltic 26,607
7,286
42,200
7,257
Central Europe 58,316 65,025
France and Spain 37,221 31,748
United Kingdom 70,484 71,327
Russia/Eastern Europe 0

NOTE 22 CONT.

Changes in the reserve for doubtful
trade receivables are as follows: 2020 2019
At 1 January 5,623 6,736
Provision for doubtful debts 5,848 1,774
Receivables that have been
written off during the year as uncollectable (–)
–2,667 –2,302
Reversal of unutilised amounts –595 –834
Exchange rate difference –759 249
At 31 December 7,450 5,623

The credit quality of trade receivables that have neither fallen due for payment nor are impaired can be assessed by reference to an external credit rating (if available) or to the counterparty's payment history.

Collection pattern: counterparties 2020-12-31 2019-12-31
Group 1 new customers 701 4,864
Group 2 existing customers
without previous defaults 194,082 208,122
Group 3 existing customers with some
previous non-payments where all
non-payments have been fully recovered 5,131 4,571
Total trade receivables 199,914 217,557

On 31 December 2020 trade receivables totalling SEK 23,897 thousand (24,072) were overdue but were not considered to be impaired. The overdue receivables relate to a number of customers who have not previously had any difficulties paying.

Below is an age analysis of
these trade receivables: 2020-12-31 2019-12-31
Less than 3 months 23,897 24,072
3 to 6 months 3,256 1,543
More than 6 months 4,154 1,927
Total 31,307 27,542

As regards trade receivables and other receivables, fair value is in line with book value.

NOTE 23 – OTHER CURRENT RECEIVABLES AND LIABILITIES

Other current receivables

Group Parent company
2020-12-31 2019-12-31 2020-12-31 2019-12-31
Other current
receivables
34,280 43,242 9 69
Total 34,280 43,242 9 69

Other current liabilities

Group Parent company
2020-12-31 2019-12-31 2020-12-31 2019-12-31
Short term lease
IFRS 16
Other current
36,602 54,099
liabilities 35,214 28,136 595 1,214
Total 71,816 82,235 595 1,214

NOTE 24 – ACCRUED EXPENSES/INCOME AND DEFERRED INCOME/EXPENSES

Deferred expenses and accrued income
Group Parent company
2020-12-31 2019-12-31 2020-12-31 2019-12-31
Deferred
interest 993 217
Other deferred
expenses 4,595 6,985 340 185
Accrued
supplier bonus 5,113 6,509
Other accrued
income 32,248 27,706
Total 42,949 41,417 340 185

Accrued expenses and deferred income

Group Parent company
2020-12-31 2019-12-31 2020-12-31 2019-12-31
Pay-related
accrued
expenses 67,675 64,393 737 258
Accrued interest
payable 3,938 4,173 3,818 4,142
Accrued
customer bonus 43,533 45,252
Other accrued
expenses 51,439 52,705 1,699 1,091
Total 166,585 166,523 5,839 5,491

NOTE 25 – CASH AND CASH EQUIVALENTS

Group Parent company
2020 2019 2020 2019
Cash and cash
equivalents
110,037 99,574 212 154
Escrow account 81 142
Total 110,118 99,716 212 154

NOTE 26 – BORROWINGS

Group Parent company
Long-term 2020-12-31 2019-12-31 2020-12-31 2019-12-31
Long-term
Leasing con
tract IFRS 16
69,664 108,154
Bond loan,
convertible
loan etc
205,779 0 205,779
Other 53,106
Total 122,770 313,933 0 205,779

The bond loan from 2018 is recognized at amortized cost, which means that the loan's nominal value of SEK 210 million has been reduced for the acquisition cost, which will adjust the loan's reported value of each reporting occasion until the loan's maturity in 2021 when the carrying amount will amount to the nominal value. Full terms for the senior bond loan can be found on the company's website www.bong.com

Group Parent company
Short-term 2020-12-31 2019-12-31 2020-12-31 2019-12-31
Bank credit
lines
Bond loan 186,565 186,565
Leasing con
tract IFRS 16
36,602 54,099
Total 223,167 54,099
Total
borrowings
345,937 368,032 186,565 205,779

Maturity dates of long-term borrowings are as follows:

Group Parent company
2020-12-31 2019-12-31 2020-12-31 2019-12-31
Between
1 and 2 years 25,675 35,641 0
Between
2 and 5 years 48,782 266,555 205,779
More than
5 years 48,313 11,737
Total 122,770 313,933 0 205,779

On maturity, the book value of the debt will amount to TSEK 210,000.

The effective interest rate on the balance sheet date was as follows:

2020-12-31 2019-12-31

Bank credit lines 0.61% 0.25%
Other borrowings 10.25% 10.19%

The interest rate level depends on the current market interest rate, loan currency, fixed interest period and financial key figures agreed with the Group's main banks. The current key ratios mainly relate to the Group's net debt / EBITDA.

Recognised amounts, per currency, are as follows:

2020-12-31 2019-12-31
SEK 3,621 11,479
EUR 15,777 20,530
GBP 14,156 16,473
Other currencies 3,048 5,617
Total 36,602 54,099

The Group has the following unutilised credit facilities:

2020-12-31 2019-12-31
Variable interest rate:
– expires after more than one year 12,040 16,715
Fixed interest rate:
– expires after more than one year

NOTE 27 – PENSION OBLIGATIONS

The Group has defined-benefit pension plans in a number of countries. The most extensive defined-benefit pension plans are in Sweden, Germany, and Norway, where they cover virtually all salaried employees and certain other personnel. The pension plans provide benefits based on the average remuneration and length of employment of the employees at or near retirement.

The Group is exposed to a number of risks through the defined-benefit pension plans and healthcare plans following termination of employment.

Almost half of Bong's pension liabilities are in pension plans that were closed to new commitments long ago, so they will gradually be phased out. A reduction in the interest rate for corporate bonds will mean an increase in plan liabilities. Some of the plan's pension liabilities are linked to inflation; higher inflation leads to higher debt. Under the majority of the pension obligations, the employees covered by the plan will receive benefits for life, which means that increased life expectancy will result in higher pension liabilities.

Closing balance pension liability 236,268 239,382
Present value of unfunded obligations –3,514 4,243
Deficit in funded plans 239,782 235,138
Fair value of plan assets –19,681 –18,321
Present value of funded obligations 259,463 253,460
Pension liabilities in the balance sheet 2020-12-31 2019-12-31

The defined-benefit obligation and the composition of plan assets by country are listed below:

2020 Sweden Germany France Norway Other Total
Present value
of obligation
129,891 81,300 15,462 2,262 30,548 259,463
Fair value of
plan assets
0 0 0 0 –19,681 –19,681
Total 129,891 81,300 15,462 2,262 10,867 239,782
The change in the defined-benefit obligation over the year is as follows Present value
of obligation
Fair value of
plan assets
Total
At 1 January 2019 236,308 20,396 215,912
Service costs during current year 1,717 1,717
Interest expense/(revenue) 3,960 71 3,888
Revaluations:
- Return on plan assets excl. amounts included in interest expense/(revenue)
- (Profit)/loss as a result of changed financial assumptions 21,885 21,885
- Experience-based (profits)/losses
Exchange rate differences 2,133 –116 2,248
Fees:
- Employer 10,389 –10,389
- Employees covered by the plan 125 125
Payments from the plan
- Benefits paid –12,544 –12,544
At 31 December 2019 253,460 18,321 235,138
At 1 January 2020 253,460 18,321 235,138
Service costs during current year 2,001 2,001
Interest expense/(revenue)
Service costs during previous years –880 21 –901
Revaluations:
- Return on plan assets excl. amounts included in interest expense/(revenue) 557 –557
- (Profit)/loss as a result of changed demographic assumptions 62 62
- (Profit)/loss as a result of changed financial assumptions 6,709 6,709
Exchange rate differences –4,432 -155 -4,277
Fees:
- Employer 12,222 –12,222
- Employees covered by the plan 502 -502
Payments from the plan
- Benefits paid 2,544 – 11,787 – 14,331
At 31 December 2020 259,463 19,681 239,782
2019 Sweden Germany France Norway Other Total
Present value
of obligation
113,700 97,803 16,662 2,832 22,463 253,460
Fair value of
plan assets
0 0 –276 0 –18,046 –18,321
Total 113,700 97,803 16,386 2,832 4,418 235,138

Significant actuarial assumptions

2020 Sweden Germany France Norway Other
Discount rate (%) 0.90 0.50 0.50 2.30 0.50
Inflation (%) 1.50 1.70 N/A 1.50 N/A
Salary increases (%) 2.75 N/A 1.50 N/A 1.50
Life expectancy
at 65, men
22 20 N/A 20
Life expectancy
at 65, women
24 24 N/A 24
2019 Sweden Germany France Norway Other
Discount rate (%) 1.50 0.80 0.80 2.30 0.80
Inflation (%) 2.00 1.70 1.70 1.50 1.50
Salary increases (%) 1.10 N/A 1.50 N/A 1.50
Life expectancy
at 65, men
22 20
Life expectancy
at 65, women 24 24
Compilation of managed assets: 2020 2019
Insurance policy (unlisted) 19,681 18,321
Total 19,681 18,321

Fees for plans for benefits after terminated employment are expected to be SEK 9.8 million for financial year 2020.

Weighted average term of the pension obligation is 14 years.

PENSION INSURANCE IN ALECTA

Obligations for old-age pension and family pension for salaried employees in Sweden are secured by insurance in Alecta. According to a statement by the Swedish Financial Reporting Board, UFR 10, this is a multi-employer defined-benefit plan.

For financial year 2020, the Group has not had access to information to be able to account for its proportionate share of the plan's obligations, plan assets and costs, for which reason it has not been possible to account for the plan as a defined-benefit plan. The ITP pension plan that is secured via insurance in Alecta is therefore accounted for as a defined contribution plan. The premium for the defined-benefit portion of the old-age pension is individual and is dependent on the age, salary and previously earned pension of the insured

Expected pension contributions during the year for pension insurance in Alecta amount to SEK 1.6 million. The Group accounts for an insignificant portion of the plan.

The collective funding ratio is the market value of Alecta's assets as a percentage of their insurance obligations calculated according to Alecta's actuarial assumptions, which do not agree with IAS 19. Collective consolidation, in the form of collective consolidation level, is usually allowed to

NOTE 27 CONT.

vary between 125 and 175 per cent. If Alecta's collective consolidation level is less than 125 per cent or greater than 175 per cent, measures shall be taken in order to create conditions for the consolidation level to return to the normal range. Alecta's surplus can be distributed to the policyholders and/ or to the insured if the collective consolidation level is greater than 175 per cent. However, Alecta applies premium reductions to avoid any surplus. At year-end 2020, Alecta's surplus in the form of the collective funding ratio amounted to 148 per cent (148).

PENSION OBLIGATIONS SENSITIVITY ANALYSIS

Accounting estimates and judgments are evaluated continuously and are based on historical experience and other factors, including expectations of future events that are considered reasonable under prevailing circumstances.

The present value of the pension obligations is dependent on a number of factors that are established on an actuarial basis based on a number of assumptions. The assumptions used in establishing the net cost (income) for pensions includes the long-term rate of return on the plan assets in question and the discount rate. Every change in these assumptions, as in other actuarial assumptions, will affect the carrying amount of the pension obligations.

The assumption of expected return on plan assets is in line with the discount rate in accordance with revised IAS rules.

The Group determines a suitable discount rate at the end of each year. This is the interest rate that is used to determine the present value of estimated future payments expected to be required to settle the pension obligations. In determining a suitable discount rate, the Group takes into account the interest rates on first-class corporate bonds or treasury bonds denominated in the currency in which the payments will be made and with maturities equivalent to the estimates for the pension obligations in question. In Sweden, the Group also takes into account interest rates on mortgage bonds when determining the discount rate.

Other significant assumptions regarding pension obligations are based on prevailing market terms.

If the actual return on the plan assets were to deviate by 1 percentage point from management's estimates, the carrying amount of the pension obligations would be SEK 0.2 million higher or SEK 0.2 million lower.

If the discount rate deviated by +/– 0.5 percentage point from management's estimates, the carrying amount of the pension obligations would be estimated at SEK 17 million lower or SEK 15 million higher than the actual carrying amount.

NOTE 28 – OTHER PROVISIONS

Restructuring 2020 2019
At 1 January 24,543 23,258
Recognised in the income statement:
Restructuring
– additional provisions 15,273 11,885
Utilised during the year –25,265 –9,230
Other
– additional provisions 873 1,630
Utilised during the year –6,698 –3,180
Exchange rate difference –447 179
At 31 December 8,279 24,543
8,279 24,543
Current component 1,828 11,881
Non-current portion 6,451 12,662
2020 2019

In order to maintain long-term competitiveness and restore profitability to a satisfactory level, SEK 15 million was allocated in restructuring costs during the year. The restructuring programme relates primarily to measures to adjust to lower demand and covers publicly announced measures in Sweden.

NOTE 29 – PLEDGED ASSETS

Relating to pension obligations
Group Parent company
2020-12-31 2019-12-31 2020-12-31 2019-12-31
Floating charges 57,825 57,825
Restricted bank

deposits 1,366 – – –

Relating to liabilities to credit institutions

Group Parent company
2020-12-31 2019-12-31 2020-12-31 2019-12-31
Shares in
subsidiaries
538,283 600,947 370,389 422,822
Property
mortgages
Receivables
from
subsidiaries 210,000 210,000
Current assets 136,559 170,013
Total 734,033 1,038,785 580,389 632,822

NOTE 30 – CONTINGENT LIABILITIES

Group Parent company
2020-12-31 2019-12-31 2020-12-31 2019-12-31
Liability FPG 1,145 1,365
Bank
Guarantee
Other
contingent
liabilities 302 142
Total 1,447 1,507

NOTE 31 – RESERVES

Hedged reserve Translation reserve Total reserves
Opening balance 1 January 2019 –4,479 39,337 34,858
Cash flow hedges 78 78
Impact of extended equity –4,546 –4,546
Exchange rate difference 21,337 21,337
Tax effect –16 924 908
Closing balance 31 December 2019 –4,417 57,052 52,636
Opening balance 1 January 2020 –4,417 57,052 52,636
Cash flow hedges –221 –221
Impact of extended equity 9,883 9,883
Exchange rate difference –49,764 –49,764
Tax effect 46 –2,035 –1,989
Closing balance 31 December 2020 –4,592 15,136 10,544

NOTE 32 – SHARE CAPITAL AND OTHER CONTRIBUTED CAPITAL

SHARES

The number of shares at year-end 2020 was 211,205,058 (2018:211,205,058) with a quotient value of SEK 1.12 per share (2018:SEK 1.12 per share).

Number of shares (thousand) Share capital Share premium Total
1 January 2019 211,205 236,549 796,845 1,033,394
On 31 December 2019 211,205 236,549 796,845 1,033,394
1 January 2020 211,205 236,549 796,845 1,033,394
On 31 December 2020 211 205 236 549 796 845 1 033 394

NOTE 33 – OTHER ITEMS NOT AFFECTING LIQUIDITY IN THE CONSOLIDATED CASH FLOW STATEMENTS

Group Parent company
2020 2019 2020 2019
Gains on disposal of
intangible assets and
property, plant and
equipment –10,315 –1,365
Change in provisions –25,103 –3,448
Non-cash affecting
dividend
50,889
Non-cash affecting
Group Contribution
–50,889 90,000
Non-cash regulated
subsidiary transactions
–90,000
Exchange rate
differences and other –3,341 367 –1 49
Total –38,759 4,446 –1 49

NOTE 34 – BUSINESS COMBINATIONS

During the year no material acquisitions occurred.

NOTE 35 – DIVIDEND

A dividend for 2019 of SEK 0 per share was approved at the AGM on 24 June 2020. A dividend for 2020 of SEK 0 per share will be proposed at the AGM 2021.

NOTE 36 – INFORMATION ABOUT BONG AB

Bong AB is a public limited liability company registered in Kristianstad, Sweden, Uddevägen 3, Box 516, 291 25 Kristianstad, Sweden. Bong AB is listed on Nasdaq Stockholm (Small Cap).

NOTE 37 – SUSTAINABILITY REPORT

Bong has set up its sustainability report separately from the Administration Report in accordance with the rules in the Swedish Annual Accounts Act. The sustainability report in respect of the financial year 2020 can be found on pages 3-6 and covers Bong AB (publ.), corporate identity number 556034-1579 domiciled in Kristianstad, and the business consolidated into the group accounts.

NOTE 38 – RELATED PARTY TRANSACTIONS

Transactions with a subsidiary to Holdham S.A. are counted as relatedparty transactions since Holdham S.A. is the largest shareholder in Bong AB.

2020 2019
Sales during the year 61,691 64,080
Purchases during the year 608 2,467
Current receivables balance sheet date 37,109 40,909

The company's assessment is that there is no uncertainty in the receivables.

NOTE 39 – PURCHASES AND SALES BETWEEN GROUP COMPANIES

The Parent Company's business consists of management of operating subsidiaries and Group management functions. In 2020 the Parent Company charged the subsidiary management fees amounting to SEK 3,533 thousand (3,030). The Parent Company's purchases from subsidiaries amounted to SEK 2,696 thousand (2,036).

Pricing between Parent and subsidiary is on a commercial basis and at market prices.

NOTE 40 – PROFIT FROM INTEREST IN SUBSIDIARIES

Parent company
2020 2019
Dividend 50,889
Impairment of shares in subsidiaries –52,434
Group contributions paid –50,889 –90,000
Total –52,434 –90,000

NOTE 41 – ADOPTION OF NEW ACCOUNTING POLICIES

(A) NEW AND AMENDED STANDARDS ADOPTED BY THE GROUP New standards and interpretations come into force for financial years starting 1 January 2020 have not a material impact on the Group.

(B) NEW AND REVISED STANDARDS AND INTERPRETATIONS OF EXISTING STANDARDS NOT APPLIED PROSPECTIVELY BY THE GROUP

A number of new standards and interpretations come into force for financial years after 1 January 2020 and have not been applied at the time of preparation of these financial statements. No other IFRS standards or IFRIC interpretations which have not yet come into force are expected to have a material impact on the Group.

NOTE 42 – EVENTS AFTER THE END OF THE PERIOD

No material events have occurred after the end of the period.

NOTE 43 – PROPOSED DISTRIBUTION OF EARNINGS

The Board of Directors proposes that the earnings available for distribution, SEK 125, 279, 602.98 be carried forward, see note 35.

NOTE 33 CONT.

CASH FLOW FROM FINANCING ACTIVITIES

Non cash changes
At January 2020 Cash flows Fair value
changes
Foreign exchange
movement
At December 2020
Long-term borrowings 205,779 33,394 –1,511 237,662
Finance lease liabilities 572 153 –64 661
Bank overdraft 0 0 0
Lease liabilities IFRS 16 160,292 –48,819 –5,208 106,266
Total 366,643 –15,272 –6,719 –64 344,589
Cash and cash equivalents –99,716 –5,166 –5,236 –110,118
Net debt 266,927 –20,438 –6,719 –5,300 234,471

The consolidated financial statements will be submitted to the Annual General Meeting May 12, 2021 for adoption. The Board of Directors and the CEO ensure that the consolidated accounts have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU and give a true and fair view of the Group's results of operations and financial position.

he financial statements of the Parent Company have been prepared in accordance with generally accepted accounting policies in Sweden and give a true and fair view of the Parent Company's financial position and results of operations. The statutory Administration Report of the Group and the Parent Company provides a fair review of the development of the Group's and the Parent Company's operations, financial position and results of operations and describes material risks and uncertainties facing the Parent Company and the companies included in the Group.

Kristianstad 21 April 2021

Christian Paulsson Chairman of the Board

Mikael Ekdahl Member of the Board

Stéphane Hamelin Member of the Board

Eric Joan Member of the Board

Stefan Lager Member of the Board

Helena Persson Member of the Board

Mats Persson Member of the Board

Kai Steigleder Chief Executive Officer

Our Audit Report was submitted 21 April 2021

PricewaterhouseCoopers AB

Lars Nilsson Authorised Public Accountant Auditor in charge

Patrik Larsson Authorised Public Accountant

Auditor's report To the general meeting of the shareholders of Bong AB (publ), corporate identity number 556034-1579

REPORT ON THE ANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS

OPINIONS

We have audited the annual accounts and consolidated accounts of Bong AB (publ) for the year 2020 except for the corporate governance statement on pages 11-13. The annual accounts and consolidated accounts of the company are included on pages 9-37 in this document.

In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of parent company and the group as of 31 December 2020 and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2020 and their financial performance and cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance statement on pages 11-13. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.

We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group.

Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the parent company's audit committee in accordance with the Audit Regulation (537/2014) Article 11.

BASIS FOR OPINIONS

We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or, where applicable, its parent company or its controlled companies within the EU.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.

OUR AUDIT ACTIVITIES Audit scope

We designed our audit by determining materiality and assessing the risks of material misstatement in the consolidated financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the group operates.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as a whole. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

KEY AUDIT MATTERS

Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters.

Key audit
matter
How our audit has addressed
the Key audit matter
Testing of the going concern assumption
For the financial year, the group reports
a loss, equivalent to MSEK 66 and has
reported a loss for all financial years since
2010. The group operates in a market
which, as regards the sale of envelopes,
is declining. The group has had a cash
flow from the ongoing operations of MSEK
-2 for financial years 2015 – 2020 and has
sold assets equivalent to MSEK 147 during
this period. The group's bond loan matures
in October 2021 and the group is currently
evaluating the possibility for alternative
financing solutions.
As there is a limited amount of liquidity in the group and the possibility
to sell assets at a significant value is also limited, we have focused on
determining if there is sufficient liquid funds to continue to undertake
the operations.
In order to assess the correctness of the application of the going
concern assumption in preparing the financial reports, we have focused
on evaluating the company management's assumptions and judgements
as regards the group's liquidity requirements during the next 12 months,
we have studied and assessed the company management's forecasted
expenses against the historical outcome of their forecasts and we have
considered the up and down sides in the forecast scenarios and their
relevant impact, and we have assessed the terms of the loan liabilities.
Furthermore we have assessed the probability for the group to either
re-finance the current bond loan or uptake a different financing solution.
Impairment testing of intangible assets
As at 31 December 2020, goodwill and other
intangible assets amounted to MSEK 468.
According to IFRS, an annual impairment
test is to take place. This impairment text
is based on judgements and assumptions
which are complex and involve a high de
gree of significant assessments on behalf
of company management. 14 describes the
manner in which the company manage
ment has undertaken its assessment. It is
also seen that no impairment requirement
has been identified based on the applied
assumptions.
Impairment testing takes place for the
separate segments as cash generating
units.
In our audit, we have taken a position as regards the company manage
ment's assumptions and assessments. This has taken place, for example,
through an analysis of the degree to which previous years' assumptions
have been achieved and has also considered possible adjustments of the
assumptions from previous years due to the development of the opera
tions and external factors. We have challenged company management as
regards the judgements concerning future cash flow and expected WACC.
We have executed our own sensitivity analyses to test the safety mar
gins. We have tested the impact of changes in significant assumptions
such as operating income and WACC on safety margins and, based on
these, we have assessed the risk of an impairment requirement arising.
Valuation of deferred tax recoverables
We refer to Note 20 – Deferred tax of the
Annual Report
At the end of the year, the group had re
corded tax losses carry forward amounting
to total MSEK 54. According to Note 20,
these losses carry forwards are taken into
consideration to the degree it is expected
that they can be utilized against future tax
able gains. According to IFRS, a regular as
sessment is to take place of the probability
that these deficits will be able to be utilized
against future taxable gains.
We believe this area is significant in our audit due to the high degree of
complexity and assessment associated with the valuation of deferred tax
recoverables.
Our audit has primarily focused on the assessment of whether the loss
carry forward amounts will be able to be utilized against future taxable
gains. The calculated future profits are comprised, largely, of expected
operating surpluses. We have challenged the company management's
assessments and examined the documentation serving as the basis for
these assessments. An analysis has taken place of the surplus generated
during the year in relation to the future surpluses which will be required
in order to utilize the losses. Discussions have taken place regarding
changes in local tax regulations. We have involved our tax specialists in
these discussions and assessments. In addition, we have evaluated the
completeness and correctness of the disclosures found in Note 20.

OTHER INFORMATION THAN THE ANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS

This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1-8 and 40-42. The Board of Directors and the Managing Director are responsible for this other information.

Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information.

In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated.

If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR

The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company's and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intend to liquidate the company, to cease operations, or has no realistic alternative but to do so.

The Audit Committee shall, without prejudice to the Board of Director's responsibilities and tasks in general, among other things oversee the company's financial reporting process.

AUDITOR'S RESPONSIBILITY

Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts.

A further description of our responsibility for the audit of the annual accounts and consolidated accounts is available on Revisorsinspektionen's website: www. revisorsinspektionen.se/revisornsansvar. This description is part of the auditor´s report.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

OPINIONS

In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Director's and the Managing Director of Bong AB (publ) for the year 2020 and the proposed appropriations of the company's profit or loss.

We recommend to the general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Director's and the Managing Director be discharged from liability for the financial year.

BASIS FOR OPINIONS

We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR

The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group' equity, consolidation requirements, liquidity and position in general.

The Board of Directors is responsible for the company's organization and the administration of the company's affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company´s organization is designed so that the accounting, management of assets and the company's financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions and among other matters take measures that are necessary to fulfill the company's accounting in accordance with law and handle the management of assets in a reassuring manner.

AUDITOR'S RESPONSIBILITY

Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect:

  • has undertaken any action or been guilty of any omission which can give rise to liability to the company, or
  • in any other way has acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.

Our objective concerning the audit of the proposed appropriations of the company's profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company's profit or loss are not in accordance with the Companies Act.

A further description of our responsibility for the audit of the administration is available on Revisorsinspektionen's website: www.revisorsinspektionen.se/ revisornsansvar. This description is part of the auditor's report.

THE AUDITOR'S EXAMINATION OF THE CORPORATE GOVERNANCE STATEMENT

The Board of Directors is responsible for that the corporate governance statement on pages 11-13 has been prepared in accordance with the Annual Accounts Act. Our examination of the corporate governance statement is conducted in accordance with FAR's auditing standard RevU 16 The auditor's examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.

A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act/ the Annual Accounts Act for Credit Institutions and Securities Companies/ the Annual Accounts Act for Insurance Companies.

PricewaterhouseCoopers AB, was appointed auditor of Bong AB (publ) by the general meeting of the shareholders on 25 June 2020 and has been the company's auditor since 1997.

Malmö, 21 April 2021

PricewaterhouseCoopers AB

Lars Nilsson Authorised Public Accountant Auditor in charge

Christer Olausson Authorised Public Accountant

Management Team Board of Directors

KAI STEIGLEDER

Born 1963.

Chief Executive Officer (CEO), Business Unit Manager Central Europe.

Employed since 2007, in current position since 2018.

Education: Master in International Business (MIBS).

Previous positions: Sales Manager Smurfit Kappa Group and Group Beiersdorf.

Shareholding in Bong: 42,000 shares.

Chief Financial Officer (CFO) Bong AB, Chief Financial Officer (CFO) Central Europe. Employed since 2014, in current position

Education: Master of Science in Management and Economics.

Positions within Schmolz+Bickenbach Group.

Shareholding in Bong: 0 shares.

GREENLEAF Born 1962.

JEFF

Business Unit Manager UK.

Employed since 1992. In current position since 2017.

Education: HND (Higher National Diploma) in Business Studies.

Previous Position: MD Surrey Envelopes Ltd.

Shareholding in Bong: 55,000 shares.

PETER

Born 1964. Director of Purchasing. Employed since 2006.

since 2019.

Previous positions: Several Management

Business Unit Manager South Europe & North Africa, Business Unit Manager Bong Retail Solutions. Employed since 2008, in current position since 2018. Education: Chemical engineer. Previous positions: Business Manager Europe, Ferro Corporation. Shareholding in Bong: 83,500 shares.

KRZYSZTOF KUBASIAK Born: 1973.

Business Unit Manager Nordic. Employed since 2003, in current position since 2018. Education: Master of Business Administration. Precious Positions: Managing Director CEE Countries.

Shareholding in Bong: 0 shares.

CHRISTIAN PAULSSON Chairman of the Board

Member of the Board

STÉPHANE HAMELIN Member of the Board

ERIC JOAN Member of the Board

STEFAN LAGER Member of the Board

HELENA PERSSON Member of the Board

PER ÅHLGREN Member of the Board

MATS PERSSON Member of the Board (Employee representative)

Definitions

This Annual Report includes financial key data and ratios based on concepts defined in International Financial Reporting Standards (IFRS), Alternative Performance Measurements and company-specific ratios. Definitions are found below.

ADJUSTED EARNINGS PER SHARE

Profit after tax, excluding items affecting comparability, divided by the average number of shares before and after dilution.

ADJUSTED P/E RATIO, TIMES

Share price divided by adjusted earnings per share before and after dilution.

AVERAGE CAPITAL EMPLOYED

Capital employed at the beginning of year plus capital employed at year-end divided by two.

AVERAGE EQUITY

Shareholders' equity at beginning of year plus equity at year-end divided by two.

AVERAGE TOTAL ASSETS

Total assets at beginning of the year plus total assets at year-end divided by two.

CAPITAL EMPLOYED

Equity plus interest-bearing liabilities.

CAPITAL TURNOVER, TIMES

Net sales by average total assets. Capital turnover is a measure of how effectively the Group uses its assets.

EARNINGS PER SHARE

Profit after tax, divided by the average number of shares, before and after dilution.

EBITDA

Operating income before depreciation and amortization.

EQUITY TO ASSETS RATIO, PER CENT

Shareholders' equity divided by total assets. This ratio is a measure of the Group's financial strength.

ITEMS AFFECTING COMPARABILITY

Items of infrequent nature with significant effects, which are relevant for understanding the financial performance when comparing the current period with previous periods. Such items may include but are not limited to results from divestments of property, charges attributable to close-down or restructuring of major units or activities, significant write-downs of tangible and intangible assets and other major non-recurring costs or income. Please refer to Note 12 for a specifiaction of Items affecting comparability 2018.

NET DEBT

Interest-bearing liabilities and provisions less liquid funds and interest-bearing receivables.

NET DEBT/EBITDA, TIMES

Net debt divided by EBITDA. Net debt/EBITDA is a measure of the Group's financial strength.

NET DEBT TO EQUITY, TIMES

Net debt divided by equity. This ratio is a measure of the Group's financial strength.

OPERATING MARGIN, PER CENT

Operating profit divided by net sales. Operating margin is a measure of profitability. It measures how much of revenues remains after operating expenses.

P/E RATIO, TIMES

Share price divided by earnings per share.

RETURN ON CAPITAL EMPLOYED, PER CENT

Earnings after financial income divided by average capital employed. For 2016 the extraordinary net financial item has been excluded.

This measure of profitability shows the return of the Group's total balance sheet, less non-interest-bearing debt. It is a measure independent of indebtedness. It complements the measure return on equity.

RETURN ON EQUITY, PER CENT

Earnings after tax divided by average equity. For 2016 the extraordinary net financial item has been excluded.

This measure measures the return on shareholders' funds for the year and is useful in comparisons of other investments with the same risk profile.

SHARE PRICE/EQUITY, PER CENT

Price per share divided by equity per share. Financial

Annual General Meeting 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.

Dividend

The Board of Directors and the CEO propose that the AGM resolve that no dividend be paid for 2020.

Agenda

The Annual General Meeting will consider items of business which are required by law and the Articles of Association to be dealt with at the meeting, as well as other items of business mentioned in the notice convening the meeting.

Annual General Meeting 12 May 2021
Interim report January – March 2021 12 May 2021
Interim report January – June 2021 15 July 2021
calendar Interim Report January – September 2021 November 2021
Year-End Report January – December 2021 February 2022

DOMICILE/GROUP MANAGEMENT

Bong AB Uddevägen 3 Box 516 291 25 Kristianstad +46 44 20 70 00 www.bong.com

Bong International AB Uddevägen 3 Box 516 SE-291 25 Kristianstad +46 44 20 70 00 www.bong.com

Bong International AB Stora Nygatan 75 SE-211 37 Malmö +46 40 17 60 00 www.bong.com

SWEDEN

Bong Sverige AB Videllsgatan 8 Box 516 SE-291 25 Kristianstad +46 44 20 70 00

SWITZERLAND

www.bong.se

Bong AG Haldenstrasse 27 CH-9200 Gossau SG +41 71 3 88 79 70 www.bong-ag.ch

BONG AFRICA 3 rue Ibn Charaf, TN-Tunis 1002 +21670721251

UNITED KINGDOM

Office Products Division Bong UK Ltd. (Head Office) Michigan Drive, Tongwell Milton Keynes MK15 8HQ, UK +44 1908 216 216 www.bonguk.com

BONG ANNUAL REPORT 2020

Bespoke Mailing Division Surrey Envelopes Ltd. Anglers Business Centre Nottingham Road, Spondon Derby DE21 7NJ, UK +44 1332 667 790 www.bonguk.com

Specialist Overprint Division Surrey Envelopes Ltd. Unit 7 Nelson Trading Estate Morden Road London SW19 3BL, UK +44 2085 450 099 www.bonguk.com

Packaging First Ltd. Unit 12, Nash Hall The Street, High Ongar Essex CM5 9NL, UK +44 1277 363 656 www.packagingfirst.co.uk

BELGIUM

Bong Belgium NV Stasegemsestraat 133b BE-8500 Kortrijk +32 4 77/59 73 83 www.bong.de

Bong Retail Solutions NV Stasegemsestraat 133b BE-8500 Kortrijk +32 56 74 55 10 www.bongretail.com

DENMARK

Bong Danmark A/S Langebjergvænget 18B DK-4000 Roskilde +45 46 56 55 55 www.bong.dk

FINLAND

Bong Suomi Oy Jasperintie 270 C FI-33960 Pirkkala +358 3 241 8111 www.bong.fi

Bong Suomi Oy Niittyvillankuja 3 FI-01510 Vantaa +358 9 565 7910

FRANCE

Bong SAS 1 rue Eugène Hermann FR-27180 Saint Sébastien de Morsent +33 2 32 39 98 01 www.bong.fr

Bong SAS 100 Rue de Lannoy FR-59650 Villeneuve d'Ascq +33 3 20 66 69 99 www.bong.fr

Bong SAS 60 Rue St Lazare FR-75009 Paris +33 1 56 92 39 20 www.bong.fr

IPC SAS 11, Impasse du Mas Prolongée FR-16710 Saint Yrieix sur Charente +33 5 45 95 63 50 www.bong.fr

ITALY

BONG PACKAGING S.R.L. Via Pellegrino Antonio Orlandi, 11 IT-40139 Bologna (BO) +39 334 7898571

GERMANY

Bong GmbH Piepersberg 30 DE-42653 Solingen +49 2 12/23 39 10 www.bong.de

Bong GmbH Posthornweg 1 DE-04860 Torgau +49 2 12/23 39 13 00 www.bong.de

Pflüger Lober Kuvert GmbH Am Pestalozziring 14 DE-91058 Erlangen +49 9131 4002-0 www.pflueger-lober.com

Pflüger Lober Kuvert GmbH Beethovenstraße 24-26 DE-86368 Gersthofen +49 821-2 97 88 0 www.pflueger-lober.com

NORWAY

Bong Norge AS Åslyveien 15 NO-3170 Sem +47 33 30 54 00 www.bong.no

Bong Norge AS Hvamveien 4 NO-2026 Skjetten +47 64 83 12 50

Pfluger Koperty Sp zo.o. Ul. Zawila 56

PL-30-390 Krakow +48 12 252 02 00 www.pfluger-koperty.pl Bong Caly Swiat Kopert Sp zo.o. ul. Ustronna 14 PL-60-012 Poznan

ROMANIA

+48 61 89 93 910 www.bong.pl

POLAND

S.C. BONG ENVELO SRL Strada Preciziei, nr. 3W, Corpul C2 Hala Alice de Sablaj, Hala nr. 1 RO-Bucuresti, Sectorul 6 +40 736 372 511

SPAIN

Envel Europa S.A Plaça Gal·la Placidia 5-7 esc D. 8°1ª ES-08006 Barcelona +34 932 41 88 50 www.enveleuropa.com

+34 973 44 38 86

Envel Europa S.A Polígono Industrial Campllong C/ Torreblanca 9 ES-25600 Balaguer (Lleida)

TUNISIA

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