Proposal to Bong Ljungdahl´s AGM to issue convertible loan for subscription by employees

4/8/2002 4:34 AM EST

PROPOSAL TO BONG LJUNGDAHL'S AGM TO ISSUE CONVERTIBLE LOAN FOR
SUBSCRIPTION BY EMPLOYEES

CONDITIONS FOR RIGHTS ISSUE IN COURSE OF PREPARATION

The Board of Bong Ljungdahl has decided to propose to shareholders at
the company's AGM to be held on May 14th 2002 that a convertible loan be
issued for subscription by employees of Bong Ljungdahl, without regard
to the prior rights of shareholders. It is proposed that the offering be
directed to all established employees in Sweden. The offering will also
be extended to senior executives and key employees in Belgium, Denmark,
Finland, Ireland, Norway, Poland, Great Britain and Germany provided
that, in the view of the Board, this can be arranged with reasonable
administrative input and financial consequences.

The main conditions in the proposal to issue convertible loan stock are
the following:

· The loan will be for a maximum amount of SKr 50 million and it will
run from July 2nd 2002 until June 20th 2007. It will be convertible into
shares between May 20th 2004 and May 20th 2007. It will pay interest at
an annual rate corresponding to STIBOR less 1.0 percentage point.

· Each block will have a maximum value corresponding to SKr 5,000.
Each employee will be entitled to subscribe to a minimum of one and a
maximum of 20 blocks, and will be guaranteed 5 blocks. The President,
certain senior executives and other key employees will be entitled to
subscribe to and will be guaranteed a larger number of blocks.

· The conversion price will be established at approximately 116-126
per cent of the average listed price of Bong Ljungdahl's shares during
the period May 21st-31st 2002.

· The dilution effect of the proposed convertible programme is
estimated at a maximum of some 4.9 per cent of the share capital and
votes. The total dilution effect of the proposed convertible programme
and the existing convertible programme (which can be converted into
shares between now an May 31st 2002 inclusive at a price of SKr 92) will
be approximately 5.5 per cent of the share capital and votes The
convertibles within the framework of the existing programme that are
held by a wholly owned subsidiary of Bong Ljungdahl have been excluded
from the calculation of the total dilution effect as they will not be
converted.

More detailed information will be provided in the notice convening the
Annual General Meeting, which is expected to be published on April 10th
2002.

The Board is also making preparations to make a SKr 150 million rights
issue. Further details of this issue will be settled and announced
around April 25th 2002. The intention is to convene an Extraordinary
General Meeting in connection with the Annual General Meeting for the
purpose of approving the rights issue.

Kristianstad, April 5th 2002

Board

For further information, please contact Lennart Pihl, President and CEO,
telephone +46 44 20 70 50, mobile +46 705 94 68 66, email
 .