Notice to extra general meeting in Bong AB
The shareholders of Bong AB reg. no. 556034-1579 are hereby invited to attend the extra general meeting on Friday 10 April 2026 at 13:00 CET at Mangold Fondkommission AB, Nybrogatan 55 in Stockholm.
RIGHT TO ATTEND AND REGISTRATION MADE TO THE COMPANY
Those who wish to attend the general meeting shall
firstly be recorded in the share register kept by Euroclear Sweden AB as of Tuesday 31 March 2026, and
secondly no later than Thursday 2 April 2026, notify the Company of their participation by sending a letter to Bong AB, at: "Extra General Meeting", Box 516, 291 25 Kristianstad or via email to anmalan.bolagsstamma@bong.com, mark with "Extra General Meeting".
When registering, the name/company name and ID.no/organization number, address, phone number and, where applicable, information about the representative and/or deputy must be stated. If the shareholder intends to bring one or two assistants to the meeting, such participation must be notified as stated above. Complete authorization documents such as registration certificate or equivalent should also be attached to the notification, where applicable, for example for a legal entity.
Nominee-Registered Shares
Anyone who has had their shares registered by a nominee must, in order to have the right to participate in the general meeting, have the shares registered in their own name, so that the person concerned is registered in the share register maintained by Euroclear Sweden AB on Tuesday 31 March 2026. Such registration can be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's routines at such a time in advance as the nominee determines. Voting rights registration that has been requested by shareholders in such a time that the registration has been made by the nominee no later than Thursday 2 April 2026 will be taken into account when preparing the share register.
Proxies
Shareholders who are represented by a proxy must issue a written, signed and dated power of attorney for the proxy. If the power of attorney was issued by a legal entity, a certified copy of the registration certificate or equivalent authority document for the legal entity must be attached. The original power of attorney and any certificate of registration should be sent before the general meeting to the Company at the address above.
Proxy forms are available on the Company's website, www.bong.com and are provided to the shareholder upon request.
PROPOSED AGENDA
-
- Opening of the general meeting.
- Election of chairperson of the general meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to adjust the minutes.
- Determination if the general meeting has been duly convened.
- The Board of Directors' proposal for a resolution to amend the Articles of Association.
- The Board of Directors' proposal for a resolution on a reduction of the share capital.
- The Board of Directors' proposal for a resolution to authorize the Board of Directors to issue shares.
- Closing of the meeting.
PROPOSALS FOR RESOLUTIONS
The Board of Directors' proposal for a resolution to amend the Articles of Association (item 7)
The Board of Directors proposes that the general meeting resolves to amend the provisions of the Articles of Association, sections 3-4, as follows:
Current wording:
§3
The company's share capital shall be not less than SEK 160,000,000 and not more than SEK 640,000,000.
§4
The number of shares shall be not less than 80,000,000 and not more than 320,000,000.
Proposed new wording:
§3
The company's share capital shall be not less than SEK 20,000,000 and not more than SEK 80,000,000.
§4
The number of shares shall be not less than 200,000,000 and not more than 800,000,000.
The Board of Directors' proposal for a resolution on a reduction of the share capital (item 8)
The Board of Directors proposes that the general meeting resolve on a reduction of the share capital by SEK 215,429,158.52 for allocation to unrestricted equity. Following the reduction, the company's share capital will amount to SEK 21,120,505.80, whereby each share will have a quota value of SEK 0.10. The reduction of the share capital shall be carried out without retirement of shares.
The implementation of the reduction of the share capital is conditional upon the Articles of Association being amended in accordance with the Board of Directors' proposal under item 7.
The Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolutions of the general meeting as may be required in connection with registration with the Swedish Companies Registration Office.
The Board of Directors' proposal for a resolution to authorize the Board of Directors to issue shares (item 9)
The Board of Directors proposes that the general meeting authorise the Board of Directors to, on one or more occasions up until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve on issues of shares, warrants and/or convertibles. The authorisation shall also comprise the right to resolve on issues of shares, warrants and/or convertibles with payment in kind, by way of set-off or otherwise on terms pursuant to the Swedish Companies Act.
The Board of Directors, or a person appointed by the Board, shall be authorised to make such minor adjustments to the resolutions of the general meeting as may be required in connection with registration with the Swedish Companies Registration Office.
DOCUMENTS
Documents required under the Swedish Companies Act will be kept available at the company and on the company's website, www.bong.com, not later than three weeks before the general meeting. The documents will also be sent free of charge to those shareholders who so request and state their postal address.
INFORMATION AT THE MEETING
The shareholders are reminded of the Board of Directors' and the Chief Executive Officer's duty to provide information pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
SHARES AND VOTES
At the time of the notice, there are 211,205,058 shares and votes in the Company. The Company does not hold any own shares.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Kristianstad in March 2026
Bong AB (publ)