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2014-04-14

Bong AB: 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 21 May 2014 at 4.00
p.m. CET in Bong's premises at Uddevägen 3 in Kristianstad.

The registration desk will be open from 2.30 p.m. CET. A tour in the
factory will be arranged at 3.00 p.m. - 3.45 p.m. CET.

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 15 May 2014, and

- notify the company of their intention to attend the AGM no later
than Thursday 15 May 2014, by any of the following alternatives:

· By post 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
· On-line at the company's website www.bong.com
(http://www.bong.com/en/corporate-governance/registration-annual-general-...)

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
(http://www.bong.com/en/corporate-governance/annual-general-meeting-2014)
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 15 May 2014 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 2013 and that the results of the
company of totally SEK 739,522,181, including this year's result of
SEK -21,375,329 should be carried forward.

Proposal of the Nomination Committee (item 2 and items 10-12)
The Nomination Committee, consisting of Stéphane Hamelin (Holdham
S.A.), Christian Paulsson (Paulsson Advisory AB) and Ulf Hedlundh
(Svolder Aktiebolag), has made the following proposals:

that Mikael Ekdahl shall be elected Chairman of the AGM;
that the Board of Directors shall consist of six board members without any deputies;
that Stéphane Hamelin, Mikael Ekdahl, Anders Davidsson, Ulrika Eriksson and Eric Joan shall be re-elected as board members and that Christian Paulsson shall be elected as a new board member for the period up to and including the AGM 2015, whereby it was noted that Christian W. Jansson has declined re-election;
that re-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 board members as follows: SEK 300,000 to the Chairman and SEK 150,000 to each of the other board 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 2015, whereby the accounting company has informed that the authorised public accountant Eric Salander will be appointed as auditor in charge, and
that the auditor's fees shall be paid as per agreement.

Christian Paulsson (born 1975) has a Bachelor of Business
Administration from European University Bruxelles and works in his
own business as an active investor in smaller and medium-sized
companies. Previous operational experiences includes inter alia
deputy managing director and CEO of the business software company IBS
AB and CEO of the securities brokerage company Lage Jonason AB. Prior
to this, Christian Paulsson has extensive experience in Corporate
Finance at inter alia Mangold Fondkommission, Alfred Berg/ABN Amro
Fondkommission and Booz & Co. Christian Paulsson is a Board member of
IBS AB (publ) and Apper Systems AB.

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 2015 and:

that the Nomination Committee shall have three members;
that Stéphane Hamelin (Holdham S.A.), Christian Paulsson (Paulsson Advisory AB) and Ulf Hedlundh (Svolder Aktiebolag) shall be re-elected as members of the Nomination Committee;
that Stéphane Hamelin 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 2015, 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 2015.

Guidelines for remuneration of senior executives (item 14)
The Board of Directors proposes that the AGM shall resolve for
remuneration to the CEO and other senior executives as follows. By
senior executives is meant officers of the management, at present
consisting of the company's CEO, Chief Financial Officer (CFO),
Business Manager Nordic, Business Manager Central Europe, Business
Manager United Kingdom and Business Manager France and Spain.

Remuneration shall consist of fixed salary, variable remuneration,
other benefits and pension. The aggregate remuneration shall be in
accordance with market conditions and competitive in order to ensure
that the Bong Group can attract and retain competent senior
executives. In addition to the above variable remuneration, long term
incentive programs may be resolved upon from time to time.

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 part is based on earnings and cash flow
as well as individual qualitative goals. The basic principle is that
the variable remuneration is paid in accordance with the agreed-upon
weighting between the interim goals if the interim goal has been
achieved. The variable component is based on a vesting period of one
year. The goals for senior executives are established by the Board of
Directors. Pension benefits shall primarily be fee based, but can
also for legal reasons be income based, although not at the Group
Management level. Variable remuneration shall not qualify for
pension. The Group Management is entitled to pensions under the ITP
system or the equivalent. The retirement age is 65 years. In addition
to the ITP plan, some members of Group Management are also entitled
to an increased occupational pension premium so that the total equals
30 per cent of their fixed salary.

The Group Management's employment contracts include provisions
governing remuneration and termination of employment. According to
these agreements, employment can ordinarily cease on notice of
termination by the employee within a period of notice of 4-12 months
and on dismissal by the company within a period of notice of 6-18
months. On dismissal by the company, the period of notice and the
period during which compensation is payable shall not together exceed
24 months.

Remuneration to the CEO and other senior executives is prepared by the
Board of Directors' remuneration committee and resolved by the Board
of Directors based on the remuneration committee's proposal. These
guidelines shall apply to those persons who are included in the Group
Management during the period the guidelines are in force. The
guidelines shall apply to the employment contracts entered into after
the Annual General Meeting's resolution, and to any changes in
existing contracts. The Board of Directors shall have the right to
deviate from the above 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 30
April 2014. Copies will also be sent to shareholders on request and
be available at the General Meeting. The above documents and t...

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