ANNUAL GENERAL MEETING IN BONG AB (publ)
The Annual General Meeting in Bong AB (publ) held on 22 May 2013 adopted the following resolutions.
Board of Directors and Auditors
Re-election of Stéphane Hamelin, Mikael Ekdahl, the company’s President and CEO Anders Davidsson, Christian W. Jansson, Ulrika Eriksson and Eric Joan as ordinary board members.
Stéphane Hamelin was elected as Chairman of the Board.
Directors’ fees were set at an amount of SEK 300,000 to the Chairman and SEK 150,000 to each of the other board members not employed with the company. Fees for committee work will be paid to the Chairman of the Audit Committee with SEK 100,000 and SEK 50,000 to each member.
Election of the accounting firm PricewaterhouseCoopers AB for a one year period of mandate, consequently up to and including the AGM 2014, whereby the accounting firm has informed that authorised public accountant Eric Salander will continue as auditor in charge. Fees to the auditors will be paid as per agreement.
Appropriation of profit
The Meeting adopted the proposal of the Board of Directors that no dividend is to be distributed for the financial year 2012 and that the results of the company of SEK 543,136,532 in total, including this year’s result of SEK 2,165,823 should be carried forward.
Nomination and Remuneration Committee
Re-election of Mikael Ekdahl (Melker Schörling AB), Erik Sjöström (Skandia) and Peter Edwall (Ponderus Securities AB) and new election of Stéphane Hamelin (Holdham S.A.) as members of the Nomination Committe for the AGM 2014. Mikael Ekdahl was elected Chairman of the Nomination Committee.
At the subsequent statutory board meeting Stéphane Hamelin and Mikael Ekdahl were re-elected as members of the Remuneration Committee for the period up to the next statutory board meeting. Further, Mikael Ekdahl and Christian W. Jansson were re-elected as members of the Audit Committee for the same period.
Guidelines for remuneration to senior executives
The AGM resolved to establish guidelines for remuneration to senior executives entailing principally that remuneration to senior executives shall consist of a fixed salary, a variable remuneration, other benefits and pension and that the total remuneration shall be according to market conditions and competitive. The variable part of the salary shall have a pre-deterimined 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 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.
The group management’s employment contracts include provisions regarding remuneration and termination of employment according to which employment can ordinarily cease on notice of termination by the employee with a notice period of 4-12 months and on dismissal by the company with a notice period of 6-18 months. On dismissal by the company, the notice period and the period during which remuneration is paid shall in total not exceed 18 months. The guidelines in full are published on the company’s website.
Malmö, 22 May 2013
Bong AB (publ)
The Board of Directors
For further information, please contact Anders Davidsson, President and CEO of Bong AB. Telephone (switchboard) +46 44 20 70 00, (direct no) +46 44 20 70 80, (mobile) +46 70 545 70 80.
This information is of the kind that Bong AB (publ) is obliged to publish pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was given for publication at 7.30 p.m. on 22 May 2013.
Bong is a leading provider of specialised packaging and envelope products in Europe, offering solutions for distribution and packaging of information, advertising materials and lightweight goods. Important growth areas in the Group are the Propac packaging concept and Russia. The Group has annual sales of approximately SEK 3 billion and about 2,200 employees in 15 countries. Bong has strong market positions in the majority of key markets in Europe, and the Group sees interesting possibilities for continued expansion and development. Bong is a public limited company whose stock is quoted on the NASDAQ OMX Stockholm (Small Cap).