Bong

AGM Information • May 19, 2020

NOTICE OF ANNUAL GENERAL MEETING IN BONG AB (publ)

Theshareholders ofBongAB (publ)are hereby invited to attend theAnnualGeneralMeeting ("AGM") to be held on Thursday 25 June 2020 at 4.00 p.m. CETat ClarionMalmö Live, DagHammarskjölds torg 2 inMalmö.

Dueto the uncertainty regarding the newcoronavirus, precautionarymeasures will betaken in connectionwith theAGM. TheAGM will be held as shortas possible,entailing i.a. that presentations will beshortened orcanceled,and no food will beserved in connectionwith theAGM. Participation by seniorexecutivesand board members will belimited. Thecompany follows the developmentsclosely and may, if necessary, takefurther precautionarymeasuresatshort notice. Weask shareholders to followthecompany's website www.bong.comfor updated information.

A. Right to attend

Shareholders who wish to attend theAnnualGeneralMeetingmust

• berecorded in theshareregister kept by Euroclear SwedenAB madeas of Thursday 18 June 2020,and

• notify thecompany oftheir intention to attend theAGM no later than Thursday 18 June 2020, by any ofthefollowing alternatives:

• Bymailto theaddress: BongAB (publ) Attn. Mattias Östberg P.O. Box 516 SE-291 25 Kristianstad, Sweden

• By telephone +46 44-20 70 45
• By e-mailto anmalan.arsstamma@bong.com
• At thecompany's website www.bong.com

On giving notice ofattendance, theshareholder shallstate name, personalidentity number orcorporateidentification number,addressand telephone number, shareholding and the number ofadvisors that theshareholder wishes to bring to the GeneralMeeting (maximumtwo advisors).

Shareholders represented by proxymust issuea documentauthorising the proxy to act on theshareholder's behalf.Aproxy formisavailable on the company's website www.bong.comand will besent bymailto shareholders who contact thecompany and statetheiraddress. Representatives ofa legalentity shall presentacopy ofthecertificate ofregistration or similar document ofauthorisation showing therepresentative'sauthority to act on behalf ofthecompany. The original ofthe proxy and theauthorisation documentation should besent to thecompany together with the notice of attendance.

In order to participatein the proceedings ofthe GeneralMeeting, owners with nominee-registered shares must request their bank or broker to have their shares owner-registered with Euroclear SwedenAB. Such re-registrationmust be madeas of 18 June 2020 and the banker or broker should therefore be notified in duetime beforesaid date.

B. Agenda

Proposal forAgenda

• 1. Opening ofthe Meeting.
• 1. Election ofChairman ofthe Meeting.
• 1. Preparation and approval ofthe voting list.
• 1. Approval oftheagenda.
• 1. Election of one or two person(s) to approvethe minutes.
• 1. Determination ofcompliance with therules ofconvocation.
• 1. Report by the Presidentand CEO.
• 1. Presentation of
  2. a. theAnnualReportand theAuditor's Reportand the Consolidated Financial Statementsand the GroupAuditor's Report,
  3. b. proposalfor disposition ofthecompany's results,and
  4. c. thestatement by theauditor on thecompliance with the guidelines for remuneration to managementapplicablesincethelastAGM.

• Resolution regarding

a.adoption oftheIncome Statementand the Balance Sheetand the Consolidated Income Statementand the Consolidated Balance Sheet,

• b.appropriation ofthecompany's resultaccording to theadopted Balance Sheet,and c.dischargefromliability ofthe Board ofDirectorsand the Presidentand CEO.
• 1. Determination ofthe number of board membersand deputies.
• 1. Establishment offees to the Board ofDirectorsand theauditors.
• 1. Election ofthe members ofthe Board ofDirectorsand auditors.
• 1. Election ofmembers ofthe NominationCommittee.
• 1. Guidelines for remuneration ofseniorexecutives.
• 1. Proposalregarding authorisation for the Board ofDirectors to resolve on issue ofshares, warrantsand/orconvertibles.
• 1. Proposalregarding amendment oftheArticles ofAssociation.
• 1. Closing ofthe Meeting.

Proposals

Appropriation of the company's result (item9 b)

The Board ofDirectors has proposed that no dividend is to be distributed for thefinancial year 2019 and that thecompany's profit ofin total SEK 182,007,709.59, including this year's result of SEK -126,166,217.04 should becarried forward.

Proposal of the NominationCommittee (item2 and items 10-12)

The NominationCommittee,consisting of Stéphane Hamelin (HoldhamS.A.), Christian Paulsson (PaulssonAdvisoryAB)and UlfHedlundh (SvolderAB), has madethefollowing proposals:

• that Christian Paulsson shall beelected Chairman oftheAGM;
• that the Board ofDirectors shallconsist ofseven board members withoutany deputies;
• that Christian Paulsson, EricJoan, MikaelEkdahl, Stéphane Hamelin, Helena Persson and Stefan Lager shall bere-elected and newelection of Per Åhlgren as ordinary board members for the period up to and including theAGM 2021;
• that re-election shall be made ofChristian Paulsson as Chairman ofthe Board;
• that fees to the board members shall be paid by in total SEK 1,200,000 (committee work excluded) to be distributed among the board membersas follows: SEK 300,000 to the Chairman and SEK 150,000 to each ofthe other board memberselected by the GeneralMeeting and not employed with thecompany,and fees for work in theAudit Committeeshall be SEK 100,000 to the Chairman and SEK 50,000 to each member;
• that theaccounting company PricewaterhouseCoopersAB shall beelected auditor ofthecompany fora one year period ofmandate, in accordance with theAudit Committee's recommendation,consequently, up to and including theAGM 2021, whereby theaccounting company has informed that theauthorised publicaccountant Lars Nilssonwill beappointed asauditor in charge,and
• that theauditor's fees shall be paid according to agreement.

PerÅhlgren (born 1960), with a M.Sc. inBusinessand Economics fromStockholmSchool of Economics, is CEO and board member of Runaware HoldingAB since 2011. Per has many years ofexperiencein executive positions within SalomonBrothers InternationalLtd, Bear Stearns InternationalLtd and Deutsche MorganGrenfellLtd, isco-founder ofMangoldAB and founder ofGoMobile NuAB and Eurotrade Securities S.A. Per isalso Chairman ofthe Board ofWeSC AB and MangoldAB and board member ofGoMobile NuAB.

NominationCommittee (item13)

Shareholders representing approximately 37 percent ofallsharesand votes in thecompany have proposed thata NominationCommitteeshall be appointed also for theAGM 2021 and:

• that the NominationCommitteeshall havethree members;
• that Stéphane Hamelin (HoldhamS.A.), Christian Paulsson (PaulssonAdvisoryAB)and UlfHedlundh (SvolderAB) shall bere‑elected as members ofthe NominationCommittee;
• that Stéphane Hamelin shall beelected as Chairman ofthe NominationCommittee;
• that ifashareholder represented by any ofthe members ofthe NominationCommitteeshould substantially reduceits shareholding in thecompany or in theeventa member no longer isemployed with such shareholder or forany other reason should leavethe NominationCommittee before theAGM 2021, the NominationCommitteeshall beentitled to appointanother representative ofthe major shareholders to replacesuch member;and
• that thetasks ofthe NominationCommitteeshall beto prepareelection ofChairman and other board members,election ofChairman oftheAGM, instruction to the NominationCommittee, fee proposalsand related issues beforetheAGM 2021,and, in conjunctionwith theAudit Committee,election ofauditor.

Guidelines forremuneration of seniorexecutives (item14)

The Board ofDirectors proposes that theAGM shallresolve on guidelines for remuneration to the CEO and other seniorexecutivesas follows. Other seniorexecutivesare defined as members ofthe Group Management,at presentconsisting ofthecompany's CEO,also Business Unit Manager CentralEurope, Chief FinancialOfficer (CFO), Business Unit Manager Nordiccountries, Business Unit Manager United Kingdomand Business Unit Manager South Europeand NorthAfrica,also Business Unit Manager BongRetail Solutions fallwithin the provisions ofthese guidelines. The guidelinesareforward-looking, i.e. they areapplicableto remuneration agreed,and amendments to remuneration already agreed, afteradoption ofthe guidelines by theannual generalmeeting 2020. These guidelines do notapply to any remuneration decided orapproved by the generalmeeting.

The guidelines'promotion of thecompany's business strategy, long-term interests and sustainability

In short, thecompany's business strategy is thefollowing. Bong is one oftheleading envelope manufacturers in Europe, offering a wideand flexible range ofsolutions for distribution and packaging ofinformation,advertisementand lightweight goods. Important growth areas in the Group are packagingwithin retailand e-commerceand theenvelope market within Eastern Europe. Bong conducts broad sustainabilitywork aimed at low environmentalimpact, safe workplaces whereemployeesaretreated equally and high businessethics.

Aprerequisitefor thesuccessfulimplementation ofthecompany's business strategy and safeguarding ofits long-terminterests, including its sustainability, is that thecompany isableto recruitand retain qualified personnel. To thisend, it is necessary that thecompany offerscompetitive remuneration. These guidelinesenablethecompany to offer theexecutive managementacompetitivetotalremuneration.

Variablecash remuneration covered by these guidelines shallaimat promoting thecompany's business strategy and long-terminterests, including its sustainability.

Types of remuneration,etc.

Theremuneration shall be onmarket termsand may consist ofthefollowing components:fixed cash salary, variablecash remuneration, pension benefitsand other benefits.Additionally, the generalmeetingmay – irrespective ofthese guidelines – resolve on,among other things, share-related or share price-related remuneration.

Thesatisfaction ofcriteriaforawarding variablecash remuneration shall be measured overa period of one year. The variablecash remunerationmay amount to notmorethan 60 percent ofthefixed annualcash salary.

For the CEO, pension benefits, including health insurance(Sw:sjukförsäkring), shall be premiumdefined. Variablecash remuneration shall not qualify for pension benefits. The pension premiums for premiumdefined pension shallamount to notmorethan 30 percent ofthefixed annualcash salary. For otherexecutives, pension benefits, including health insurance, shall be premiumdefined unless theindividualconcerned is subject to defined benefit pension under mandatory collectiveagreement provisions. Variablecash remuneration shall qualify for pension benefits to theextent required bymandatory collectiveagreement provisions. The pension premiums for premiumdefined pension shallamount to notmorethan 30 per cent ofthefixed annualcash salary.

Other benefits may include, forexample, lifeinsurance, medicalinsurance(Sw:sjukvårdsförsäkring)and company cars. Premiumsand othercosts relating to such benefits may amount to notmorethan 15 percent ofthefixed annualcash salary. Foremployments governed by rules other than Swedish, pension benefitsand other benefits may be duly adjusted forcompliance withmandatory rules orestablished local practice, taking into account, to theextent possible, the overall purpose ofthese guidelines.

Termination of employment

The notice period may notexceed twelve months if notice oftermination ofemployment is made by thecompany. Fixed cash salary during the period of noticeand severance paymay together notexceed an amountequivalent to the CEO's fixed cash salary for two years,and one year for other executives. The period of notice may not to exceed sixmonths withoutany right to severance paywhen termination is made by theexecutive.

Foremployments governed by rules other than Swedish, termination ofemploymentmay be duly adjusted forcompliance withmandatory rules or established local practice, taking into account, to theextent possible, the overall purpose ofthese guidelines.

Criteria for awarding variablecash remuneration,etc.

The variablecash remuneration shall belinked to predetermined and measurablecriteria which can befinancial or non-financial. Theymay also be individualized, quantitative or qualitative objectives. Thecriteriashall be designed so as to contributeto thecompany's business strategy and longterminterests, including its sustainability, by forexample being clearly linked to the business strategy or promotetheexecutive's long-term development. Theapplied criteriaarefinancial performancetargets such as profit beforetax and growth targets for Light Packaging, which both contributeto the Group's business strategy, long-terminterestsand sustainability. Bong conductsa broad sustainabilitywork which aimsat low environmentalimpact, safe workplaces whereemployeesaretreated equally and high businessethics.

To which extent thecriteriaforawarding variablecash remuneration has been satisfied shall beevaluated/determined when the measurement period hasended. Theremuneration committeeis responsiblefor theevaluation so faras itconcerns variableremuneration to the CEO. For variablecash remuneration to otherexecutives, the CEO is responsiblefor theevaluation. For financial objectives, theevaluation shall be based on thelatest financialinformationmade public by thecompany.

Salary and employment conditions foremployees

In the preparation ofthe Board ofDirectors' proposalfor theseremuneration guidelines, salary and employmentconditions foremployees ofthe company have been taken into account by including information on theemployees'totalincome, thecomponents oftheremuneration and increase and growth rate over time, in theremuneration committee'sand the Board ofDirectors' basis of decisionwhen evaluatingwhether the guidelinesand thelimitations set out herein arereasonable.

The decision-making process to determine, review and implement the guidelines

The Board ofDirectors hasestablished aremuneration committee. Thecommittee's tasks include preparing the Board ofDirectors' decision to propose guidelines forexecutiveremuneration. The Board ofDirectors shall preparea proposalfor newguidelinesat leastevery fourth yearand submit it to the generalmeeting. The guidelines shall bein force until newguidelinesareadopted by the generalmeeting. Theremuneration committee shallalso monitorand evaluate programs for variableremuneration for theexecutive management, theapplication ofthe guidelines forexecutive remuneration as wellas thecurrent remuneration structuresand compensation levels in thecompany. The CEO and other members oftheexecutive management do not participatein the Board ofDirectors' processing ofand resolutions regarding remuneration-related matters in so faras they are affected by suchmatters.

Derogation from the guidelines

The Board ofDirectors may temporarily resolveto derogatefromthe guidelines, inwhole or in part, ifin aspecificcasethereis specialcausefor the derogation and a derogation is necessary to servethecompany's long-terminterests, including its sustainability, or to ensurethecompany's financial viability.As set outabove, theremuneration committee's tasks include preparing the Board ofDirectors'resolutions in remuneration-related matters. This includesany resolutions to derogatefromthe guidelines.

Proposalregarding authorisation forthe Board of Directors to resolve on issue of

shares, warrants and/orconvertibles (item15)

The Board ofDirectors proposes that theAGM authorises the Board ofDirectors to, on one or several occasions during the period up untilthe next AGM, with or without deviation fromtheshareholders' preferentialright, resolve on issues ofshares, warrantsand/orconvertibles. Theauthorisation shallalso includetheright to resolve on issues ofshares, warrantsand/orconvertibles with termsconcerning issues in kind, offset rights or other terms stated in the SwedishCompaniesAct. Thetotal number ofshares thatmay beissued by virtue oftheauthorisation shall be within thelimits oftheshare capitalas stated in theArticles ofAssociation.

The purpose oftheauthorisation is to strengthen thecompany'scapital baseand equity ratio or to ensurefinancing ofacquisitions ofcompanies or businesses. Issues by virtue oftheauthorisation shall be made onmarketconditions.

The Board ofDirectors further proposes that the ManagingDirector, oranyoneappointed by the ManagingDirector, shall havetheright to makeany adjustments thatmay be necessary in connectionwith theregistration oftheresolutionwith the SwedishCompanies RegistrationOffice(Sw: Bolagsverket) or Euroclear SwedenAB.

Theresolution requiresapprovalfromshareholders representing at least two-thirds of both the number of votescastas wellas theshares represented at the generalmeeting in order to be valid.

Proposalregarding amendment of the Articles ofAssociation (item16)

The Board ofDirectors proposes that theAGM resolves on amendment oftheArticles ofAssociation in accordance with the belowin order to adapt theArticles ofAssociation to changes in legislationmadesincethelatestamendment oftheArticles ofAssociation and upcoming changes due to theimplementation ofthe EU Shareholder Rights Directive.

§ 1

Theterm"trade name"(Sw. firma) has been replaced by theterm"company name"by the newSwedishCompanies NameAct (Sw. lag om företagsnamn). The Board ofDirectors proposes that the wording in § 1 oftheArticles ofAssociation isamended so that theterm"trade name"is replaced with "company name".

§ 2

The Board ofDirectors proposes that the wording in § 2 oftheArticles ofAssociation isamended so that referenceis madeto the Banking and FinancingBusinessAct (2004:297) which has replaced the FinancingBusinessAct (1992:1610).

§ 11

An expected change oflegislation during 2020 willentailthat the wording in thecurrentArticles ofAssociation regarding theright to participateat generalmeetings will bein conflict with applicablelaw. The Board ofDirectors therefore proposes that the wording in § 11 oftheArticles of Association isamended in accordance with the belowso that thereferenceto the obligation for shareholders who wish to participateat general meetings to beincluded in theshareregister five working days prior to the generalmeeting is removed.

Anotice ofa generalmeeting shall be given by announcement in Post- och Inrikes Tidningar (the SwedishOfficialGazette)and on

Current wording Proposedwording

Anotice ofa generalmeeting shall be given by announcement in Post- och Inrikes Tidningar (the SwedishOfficialGazette)and on

Post- och Inrikes Tidningar (the SwedishOfficialGazette)and on thecompany's website. Itshall be published inDagens Industrithat a notice ofa generalmeeting has been given.Shareholders wishing to attend the generalmeetingmust berecorded in atranscript or other presentation ofthecompleteshareregister relating to facts recorded five(5) weekdays prior to the meeting and notify the company oftheir intention to attend not later than 12.00 p.m. on the day specified in the notice ofthe generalmeeting. Thelastmentioned daymust not bea Sunday,any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or NewYear's Eve and may not occurearlier than thefifthweekday prior to the generalmeeting.Ashareholder isentitled to bring one or two assistants to the generalmeeting; provided however, that the shareholder notifies thecompany ofthe number ofassistants in the manner stated in the previous paragraph.

Post- och Inrikes Tidningar (the SwedishOfficialGazette)and on thecompany's website. Itshall be published inDagens Industrithat a notice ofa generalmeeting has been given.Shareholders wishing to attend the generalmeetingmust berecorded in atranscript or other presentation ofthecompleteshareregister relating to facts recorded five(5) weekdays prior to the meeting and notify the company oftheir intention to attend not later than 12.00 p.m. on the day specified in the notice ofthe generalmeeting. Thelastmentioned This daymust not bea Sunday,any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eveand may not occurearlier than thefifthweekday prior to the generalmeeting.Ashareholder isentitled to bring one or two assistants to the generalmeeting; provided however, that the shareholder notifies thecompany ofthe number ofassistants in the manner stated in the previous paragraph.

§ 12

The Board ofDirectors proposes that the wording in § 12 oftheArticles ofAssociation isamended so that referenceis madeto thecurrent wording ofthetitle ofthestatute, that is the SwedishCentral Securities Depositories and FinancialInstrumentsAccountsAct (1998:1479).

The Board ofDirectors further proposes that the generalmeeting authorises the ManagingDirector, oranyoneappointed by the ManagingDirector, to makeany adjustments thatmay be necessary in connectionwith theregistration oftheresolutionwith the SwedishCompanies RegistrationOffice.

Theresolution requiresapprovalfromshareholders representing at least two-thirds of both the number of votescastas wellas theshares represented at the generalmeeting in order to be valid.

C. Available Documentation

TheAnnualReportand theauditor's statement, thecomplete proposal ofthe Board ofDirectors for resolution according to theitems 14-16,as well as thestatement by theauditor regardingwhether the guidelines for remuneration to the management have been observed and thereport by the Board ofDirectors on theremuneration committee'sevaluation of variableremuneration to seniorexecutives,etc.,areavailableto theshareholdersat thecompany as fromThursday 4 June 2020. TheAnnualReport will not,as previous years, besent to allshareholders, butcopies will besent to shareholders on requestand will beavailableat the GeneralMeeting. Theabove documentsand theAnnualReport willas fromsaid datealso be available on thecompany's website www.bong.com.

D. Number of Shares and Votes in the Company

At theissue ofthis notice, thetotal number ofsharesand votes in thecompany amounts to 211,205,058.

E. Information at the AGM

The Board ofDirectorsand the CEO shallat theAGM, ifany shareholder so requestsand the Board ofDirectors believes that itcan be done withoutsignificant harmto thecompany, provideinformation regarding circumstances that (i) may affect theassessment ofan itemon theagenda, (ii)circumstances thatmay affect theassessment ofthecompany's or its subsidiaries'financial position and (iii) thecompany's relation to another group.

F. Processing of personal data

For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.

Kristianstad inMay 2020

The Board of Directors

BONGAB (publ)