Articles of Association

§1
The name of the company is Bong AB. The company is a public company (publ).

§2
The object of the company’s business is
to manufacture and sell graphic products, envelopes, binders and other bookbinding articles,
to own and administer real and moveable property,
to sell and lease machines and inventories, preferably within the printing business,
to carry on financing  business, however that such business, as stipulated in the act (1992:1610) on financing business, may be carried on only by subsidiaries, 

and to pursue other business compatible with the above mentioned business fields.

§3
The share capital of the company 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.

§5
At a general meeting, shareholders are entitled to vote for the total number of owned and represented shares without any limitation of the number of votes.

§6
The board of the company shall have its registered office in the municipality of Kristianstad, the County of Skåne.

§7
The board of the company shall consist of not less than four (4) and not more than nine (9) board members. The board members shall be elected at a general meeting for the period up to and including the first annual general meeting held after the year when the board member was elected.

§8
The general meeting shall appoint two (2) auditors and two (2) deputy auditors. A registered public accounting firm may also be appointed as auditor or deputy auditor.

§9
The financial year of the company shall be the calendar year.

§10
A general meeting shall be held at the place where the board has its registered office or in Malmö.

At an annual general meeting the following matters shall be dealt with:
1.    Election of a chairman of the meeting.
2.    Preparation and approval of a voting list.
3.    Approval of the agenda.
4.    Election of one or two persons to check the minutes.
5.    Examination of whether the meeting has been properly convened.
6.    Presentation of the annual report and the auditors’ report and,
       where applicable, the consolidated accounts and the auditors’ report on
       the group.
7.    Resolution regarding
a)    the adoption of the income statement and the balance sheet and, where
       applicable, the consolidated income statement and consolidated
       balance sheet,
b)    the appropriation of the company’s profit or loss according to the adopted
       balance sheet,
c)    the discharge from liability of the board members and the
       managing director.

8.    Determination of the number of board members and deputies.

9.    Determination of fees to the board and, where applicable, the auditors.

10.  Election of the board and, where applicable, auditors and deputy auditors.
      Other matter to be dealt with at the meeting pursuant to the Swedish
      Companies Act or the articles of association.

 

§11

A notice of a general meeting shall be given by announcement in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s website. It shall be published in Dagens Industri that a notice of a general meeting has been given.Shareholders wishing to attend the general meeting must be recorded in a transcript or other presentation of the complete share register relating to facts recorded five (5) weekdays prior to the meeting and notify the company of their intention to attend not later than 12.00 p.m. on the day specified in the notice of the general meeting. The last-mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.A shareholder is entitled to bring one or two assistants to the general meeting; provided however, that the shareholder notifies the company of the number of assistants in the manner stated in the previous paragraph.

§12
The shares of the company shall be registered in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479).

Copyright 2015 Bong AB | Uddevägen 3 | SE-291 25  Kristianstad Sweden | Tel: +46 44 20 70 00 | Fax: +46 44 20 70 92