NOTICE OF ANNUAL GENERAL MEETING IN BONG AB (publ)
The shareholders of Bong AB (publ) are hereby invited to attend the Annual General Meeting to be held on Wednesday 22 May 2013 at 4.00 p.m. CET in IMP’s premises at Ångbåtsbron 1 in Malmö.
A. Right to attend
Shareholders who wish to attend the Annual General Meeting (“AGM”) must
– be recorded in the share register kept by Euroclear Sweden AB made as of Thursday 16 May 2013, and
– notify the company of their intention to attend the AGM no later than Thursday 16 May 2013, by any of the following alternatives:
- By mail to the address:
Bong AB (publ)
Att: Katarina Sjöström
Hans Michelsensgatan 9
SE-211 20 Malmö, Sweden - By telephone +46 40-17 60 41
- By telefax +46 40-17 60 39
- By e-mail to anmalan.arsstamma@bong.com
- At our website www.bong.com
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 is available on the company’s website www.bong.com 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 nominee-registered shares must request their bank or broker to have their shares owner-registered with Euroclear Sweden AB. Such registration must be made as of Thursday 16 May 2013 and the banker or broker should therefore be notified in due time before said date.
B. Agenda
Proposal for Agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two person(s) to approve the minutes.
6. Determination of compliance with the rules of convocation.
7. Report by the President and CEO.
8. Presentation of
a. the Annual Report and the Auditor’s Report and the Consolidated Financial Statements and the Group Auditor’s Report,
b. the Board of Directors’ proposal for disposition of the company’s result, and
c. the statement by the auditor on the compliance with the guidelines for remuneration to management applicable since the last AGM, and
9. Resolution regarding
a. adoption of the Statement of Income and the Balance Sheet and the Consolidated Statement of Income and the Consolidated Balance Sheet,
b. appropriation of the company’s profit according to the adopted Balance Sheet, and
c. discharge from liability of the Board of Directors and the President and CEO.
10. Determination of the number of board members and deputies.
11. Establishment of fees to the Board of Directors and the auditors.
12. Election of the members of the Board of Directors and auditors.
13. Election of members of the Nomination Committee.
14. Guidelines for remuneration of senior executives.
15. Closing of the Meeting.
Proposals for Resolutions
Appropriation of profit (9b)
The Board of Directors has proposed that no dividend is to be distributed for the financial year 2012 and that the results of the company of totally SEK 543,136,532, including this year’s result of SEK 2,165,823 should be carried forward.
Proposal of the Nomination Committee (item 2 and items 10-12)
The Nomination Committee appointed at the AGM 2012, consisting of Alf Tönnesson (Aktiebolaget Cydonia), Mikael Ekdahl (Melker Schörling AB), Erik Sjöström (Skandia) and Peter Edwall (Ponderus Securities AB) has made the following proposals:
that Mikael Ekdahl be elected Chairman of the AGM;
that the Board of Directors shall consist of six members without any deputies;
that Stéphane Hamelin, Mikael Ekdahl, Anders Davidsson, Christian W. Jansson, Ulrika Eriksson and Eric Joan shall be re-elected for the period up to and including the AGM 2014;
that new election shall be made of Stéphane Hamelin as Chairman of the Board;
that fees to the board members shall be paid by totally SEK 900,000 (committee work excluded) to be distributed among the members as follows: SEK 300,000 to the Chairman and SEK 150,000 to each of the other members elected at General Meetings and not employed with the company, and fees for work in the Audit Committee shall be SEK 100,000 to the Chairman of the Audit Committee and SEK 50,000 to each of the members;
that the accounting company PricewaterhouseCoopers AB shall be elected auditor of the company for a one year period of mandate, consequently, up to and including the AGM 2014, whereby the accounting company has informed that the authorised public accountant Eric Salander will continue as auditor in charge, and
that the auditor’s fees shall be paid as per agreement.
Nomination Committee (item 13)
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 2014 and:
that the Nomination Committee shall have four members;
that Mikael Ekdahl (Melker Schörling AB), Erik Sjöström (Skandia) and Peter Edwall (Ponderus Securities AB) shall be re‑elected as members and that Stéphane Hamelin shall be elected as a new member of the Nomination Committee;
that Mikael Ekdahl shall be elected as Chairman of the Nomination Committee;
that if a shareholder represented by any of the members of the Nomination Committee should substantially reduce its shareholding in the company or in the event a member no longer is employed with such shareholder or for any other reason should leave the Nomination Committee before the AGM 2014, the Nomination Committee shall be entitled to appoint another representative of the major shareholders to replace such member; and
that the tasks of the Nomination Committee shall be to prepare election of Chairman and other board members, election of auditor, election of Chairman of the AGM, fee issues and relating issues before the AGM 2014.
Guidelines for remuneration of senior executives (item 14)
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 and Business Manager Nordic, the Chief Financial Officer (CFO), the Business Manager 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. 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 within a notice period of 6-18 months. On dismissal by the company, the notice period and the period during which remuneration is paid shall totally not exceed 18 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.
C. Available Documentation
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 1 May 2013. 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.
D. Number of Shares and Votes in the Company
At the issue of this notice, the total number of shares and votes in the company amounts to 17,480,995.
E. Information at the AGM
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 2013
The Board of Directors
BONG AB (publ)