NOTICE OF ANNUAL GENERAL MEETING IN BONG AB (publ)

The shareholders of Bong AB (publ) are hereby invited to attend the Annual
General Meeting (“AGM”) to be held on Wednesday 18 May 2016 at 4.00 p.m. CET at
Malmö Clarion Live, Dag Hammarskjölds torg 2 in Malmö.
A. Right to attend

Shareholders who wish to attend the Annual General Meeting must

–       be recorded in the share register kept by Euroclear Sweden AB made as of
Thursday 12 May 2016, and

–       notify the company of their intention to attend the AGM no later than
Thursday 12 May 2016, by any of the following alternatives:

  · By mail to the address:
Bong AB (publ)
Attn. Mattias Östberg
P.O. Box 516
SE-291 25 Kristianstad, Sweden
  · By telephone +46 44-20 70 45
  · By e-mail to anmalan.arsstamma@bong.com
  · At the company’s 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 sent by mail 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 representative’s authority to act on behalf of the company. The
original of the proxy and the authorisation documentation 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 re-registration must be made as
of 12 May 2016 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. proposal for disposition of the company’s results, and
c. the statement by the auditor on the compliance with the guidelines for
remuneration to management applicable since the last AGM.
 9. Resolution regarding
a. adoption of the Income Statement and the Balance Sheet and the Consolidated
Income Statement and the Consolidated Balance Sheet,
b. appropriation of the company’s result 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

Appropriation of the company’s result (item 9 b)

The Board of Directors has proposed that no dividend is to be distributed for
the financial year 2015 and that the company’s profit of in total SEK
591,715,701, including this year’s result of SEK - 71,986,711 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 five board members without any
deputies;

that   Eric Joan, Stéphane Hamelin, Mikael Ekdahl, Christian Paulsson and Helena
Persson shall be re-elected as board members for the period up to and including
the AGM 2017;

that   election shall be made of Christian Paulsson as Chairman of the Board;

that   fees to the board members shall be paid by in total SEK 750,000
(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 by the General Meeting and not employed with the company, and fees for
work in the Audit Committee shall be SEK 100,000 to the Chairman and SEK 50,000
to each member;

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 2017, whereby the accounting company has informed that the
authorised public accountant Lars Nilsson will be appointed as auditor in
charge, and

that   the auditor’s fees shall be paid according to agreement.

Nomination Committee (item 13)

Shareholders representing approximately 37 per cent of all shares and votes in
the company have proposed that a Nomination Committee shall be appointed also
for the AGM 2017 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 2017, 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 proposals and related issues before the AGM 2017.

Guidelines for remuneration of senior executives (item 14)

The Board of Directors proposes that the AGM shall resolve on remuneration to
the CEO and other senior executives as follows. By senior executives is meant
members of the Group Management, at present consisting of the company’s CEO,
also Business Manager Nordic countries, Chief Financial Officer (CFO), 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 component is based on a vesting period of one year. The targets for the
senior executives will be determined by the Board of Directors.

Pension benefits shall primarily be defined by contribution, but can also for
legal reasons be defined by benefit, 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 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 Annual Report and the auditor’s statement, 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 and the report by the Board of Directors on the
remuneration committee’s evaluation of variable remuneration to senior
executives, etc., are available to the shareholders at the company as from
Wednesday 27 April 2016. 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 211 205 058.

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 another group.

Kristianstad in April 2016

The Board of Directors

BONG AB (publ)