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 14^th 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 2^nd 2002 until June 20^th 2007. It will be convertible into shares between May 20^th 2004 and May 20^th 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 21^st-31^st 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 31^st 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 10^th 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 25^th 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 5^th 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 lennart.pihl@bongljungdahl.se.

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