Annual general meeting Bong Ljungdahl AB

5/15/2002 8:34 AM EST

ANNUAL GENERAL MEETING

BONG LJUNGDAHL AB

· Decision on convertible programme for employees
· Decision on rights issue
· Approval of sale of Binder division
·
At Bong Ljungdahl AB's Annual General Meeting held on May 14, 2002, Jan
Ekberg, Mikael Ekdahl, Arvid Gierow, Lennart Pihl, Alf Tönnesson and
Gösta Wiking were re-elected as members of the Board. Bo Alerfeldt and
Cecilia Bjurman did not stand for re-election. A Board fee of SKr
900,000 was approved. The Board re-elected Jan Ekberg as chairman at its
statutory meeting.

Acting on a proposal from the principal shareholders in consultation
with PriceWaterhouseCoopers AB following deputy auditor Ingvar
Pramhäll's decision not to stand for re-election, Dan Andersson was
elected as the company's auditor and the current auditor, Göran
Tidström, was elected as the deputy auditor.

The AGM also decided to waive the dividend for 2001.

The AGM approved the agreement entered into by the company concerning
the divestment of the Binder division via the sale of all the shares in
the subsidiary Best Binder Sweden AB together with its subsidiary Best
Binder Poland Sp. Zo.o. to a company controlled by Per Fransson, a
former Divisional manager and Vice President of Bong Ljungdahl AB.

The AGM voted in favour of the Board's proposal to waive shareholders'
prior rights and offer up to SKr 50 million of convertible loan stock
for subscription by the Group's employees. The offer is being extended
to all established employees in Sweden and senior executives and key
individuals in Belgium, Denmark, Finland, Ireland, Norway, Poland, Great
Britain and Germany, with the proviso that employees outside Sweden will
be invited to subscribe provided that in the judgement of the Board this
can be arranged without unnecessary administrative inconvenience and
with reasonable financial consequences.

The loan will run from July 2, 2002 until June 20, 2007, and can be
converted into shares between May 20, 2004 and May 20, 2007 inclusive.
The loan pays interest at an annual rate of STIBOR less 1.0 percentage
points. Each block will have a maximum value equivalent to SKr 5,000.
Each employee is entitled to subscribe to at least one block up to a
maximum of 20 blocks, and is guaranteed 5 blocks. The President, certain
senior executives and other key individuals will be entitled to
subscribe to and are guaranteed a higher number of blocks. The
conversion price will be 120 per cent of the average price of Bong
Ljungdahl AB's shares between May 21, 2002 and May 31, 2002.

The dilution effect of the convertible loan programme is expected to be
no more than some 4.9 per cent of the share capital and votes (not
taking into account the rights issue - see below). The total dilution on
account of the approved convertible loan programme and the outstanding
convertible programme, which can be converted into shares between now
and May 31, 2002 inclusive at a conversion price of SKr 92, will be some
5.5 per cent of the share capital and votes. This calculation of the
total dilution effect excludes the convertibles issued as part of the
existing convertible programme that are owned by a wholly owned
subsidiary of Bong Ljungdahl AB and will consequently not be converted.

The Extraordinary General Meeting held immediately after the AGM
resolved in favour of the Board's decision to increase the company's
share capital by a maximum of SKr 43,349,950 by issuing 4,334,995
shares, each having a par value of SKr 10. The company's existing
shareholders will have prior rights to subscribe to these new shares on
the basis of one new share for every two shares owned at am issue price
of SKr 35 per share. The date of record for entitlement to participate
in the rights issue is May 21, 2002. The terms of the issue are payment
in cash between May 28, 2002 - June 18, 2002. The new shares are
entitled to dividend with effect from the financial year 2002. Assuming
full conversion of the company's 1998/2002 convertible loan stock, the
decision on this issue will mean that the company's share capital will
be raised by up to SKr 43,997,450.

Kristianstad, May 14, 2002

BONG LJUNGDAHL AB

The Board

For further information about the AGM, contact Lennart Pihl, President
and CEO, on +46 4420 70 50 or +46 70 594 68 66 (mobile).

A quarterly report for the January 1 - March 31, 2002 period has been
distributed via Waymaker. It can also be ordered direct from Bong
Ljungdahl on +46 44 20 70 00 or +46 44 20 70 99 (fax).