AGM Information • Apr 10, 2012
AGM Information
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The shareholders of Bong AB (publ) are hereby invited to attend the Annual General Meeting to be held on Wednesday 16 May 2012 at 2.00 p.m. CET in IMP's premises at Ångbåtsbron 1 in Malmö.
Shareholders who wish to attend the Annual General Meeting ("AGM") must
On giving notice of attendance, the shareholder shall state name, personal identity number or corporate identification number, address and telephone number, shareholding and the number of advisors that the shareholder wishes to bring to the General Meeting (maximum two advisors).
Shareholders represented by proxy must issue a document authorising the proxy to act on the shareholder's behalf. A proxy form will be available on the company's website www.bong.com from 12 April 2012, and will be provided to shareholders who contact the company and state their address. Representatives of a legal entity shall present a copy of the certificate of registration or similar document of authorisation showing the persons authorised to act on behalf of the company. The original of the proxy and the document of authorisation should be sent to the company together with the notice of attendance.
In order to participate in the proceedings of the General Meeting, owners with nomineeregistered shares must request their bank or broker to have their shares temporarily ownerregistered with Euroclear Sweden AB. Such registration must be made as of Thursday 10
May 2012 and the banker or broker should therefore be notified in due time before said date.
The Board of Directors has proposed that no dividend is to be distributed for the financial year 2011 and that the results of the company of totally SEK 539,372,559, including this year's result of SEK 4,394,683 should be carried forward.
In connection with the election of board members and determination of fees at the AGM, the Nomination Committee appointed at the AGM 2011, consisting of Alf Tönnesson (Aktiebolaget Cydonia), Mikael Ekdahl (Melker Schörling AB), Erik Sjöström (Skandia) and Peter Edwall (Ponderus Securities AB) will present and motivate the proposals below and submit a report on the committee's activities.
The Nomination Committee has made the following proposals:
that re-election shall be made of Mikael Ekdahl as Chairman of the Board;
Shareholders representing approximately 50 per cent of all shares and votes in the company have proposed that a Nomination Committee shall be appointed also for the AGM 2013 and: that the Nomination Committee shall have four members;
The Board of Directors proposes that the AGM shall resolve on guidelines for remuneration to the CEO and other senior executives entailing principally the following: Remuneration to management shall include a fixed salary, a variable remuneration, other benefits and pension. By senior executives is here meant officers of the management, at present consisting of the company's CEO and President, the Chief Financial Officer (CFO), the Business Manager Nordic and CEO Bong Packaging Solutions AB, the Business Manager Central Europe, the Business Manager United Kingdom and the Business Manager France and Spain. The total remuneration shall be according to market conditions and competitive. The variable part of the salary shall have a pre-determined cap and may as a fundamental principle never exceed 60 per cent of the fixed annual salary. The variable remuneration shall be subject to the group's fulfilment of certain financial targets and also be connected to the achievement of individual targets. The variable remuneration shall not qualify for pension. Pension benefits shall be either income or fee based, or a combination of both, with a pension age of 65 years. On notice of termination by the officer, the notice period shall normally be six months. On dismissal by the company, the notice period and the period of severance pay shall totally not exceed 24 months. The guidelines shall apply to employment agreements concluded after the resolution of the AGM and to any changes in existing agreements. The Board of Directors shall have the right to deviate from the guidelines if motivated by particular reasons on an individual basis.
The accounting documents and the Auditor's Report, the complete proposal of the Board of Directors for resolution according to item 14, as well as the statement by the Auditor regarding whether the guidelines for remuneration to the management have been observed, are available to the shareholders at the company as from Wednesday 25 April 2012. Copies will also be sent to shareholders on request and be available at the General Meeting. The above documents and the Annual Report will as from said date also be available on the company's website www.bong.com.
At the issue of this notice, the total number of shares and votes in the company amounts to 17,480,995. All shares are of the same class.
The Board of Directors and the CEO shall at the AGM, if any shareholder so requests and the Board of Directors believes that it can be done without significant harm to the company, provide information regarding circumstances that (i) may affect the assessment of an item on the agenda, (ii) circumstances that may affect the assessment of the company's or its subsidiaries' financial position and (iii) the company's relation to other companies within the group.
Kristianstad in April 2012 The Board of Directors BONG AB (publ)
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