Shareholders of Opus Group AB (publ) are hereby notified of the Annual General
Meeting (AGM) to be held on Thursday, May 22, 2014, at 18.00, local time, at the
Elite Park Avenue Hotel, Kungsportsavenyn 36-38, Gothenburg, Sweden.
Registration for the AGM takes place between 17:00 and 17:45.
Notice of Participation
Shareholders wishing to participate in the AGM shall be registered in the
Shareholders’ Register held by Euroclear Sweden AB as of Friday May 16, 2014,
and have notified the company of their intention to attend by Friday May 16,
2014. Notification of participation at the AGM shall be made in writing to ”AGM
2014”, Opus Group AB, Att. Peter Stenström, Bäckstensgatan 11D, 431 49 Mölndal
or via e-mail to ir@opus.se.
When giving notice of participation, the shareholder shall state his or her
name, personal ID/corporate registration number, address and telephone number,
and the names of the assistants they wish to invite, if any (maximum two).
Shareholders who are represented by proxy shall issue a written, dated, Power of
Attorney to be enclosed with the notice of participation. A proxy form is
available at Opus Group AB (publ)’s website. If the proxy form is issued by a
juridical person, a verified copy of the said person’s certificate of
registration or other proof of authorization shall be enclosed. The proxy must
not be more than one year old, unless a longer period of validity is stated in
the proxy, which may not be more than five years. Originals of proxy forms and
certificates of registration, if any, should reach Opus Group AB (publ) on
Monday May 19, 2014, at the latest.
Trustee-Registered Shares
Shareholders with shares registered in the name of a trustee must, in order to
be entitled to take part in the AGM, temporarily register their shares in their
own names. Such temporary registration must be effected at Euroclear Sweden AB
by Friday, May 16, 2014. To ensure that such registration is completed in time,
shareholders are advised to notify their trustees to request temporary
registration well before this date.
PROPOSED AGENDA
1. Opening of the AGM.
2. Election of chairman of the AGM.
3. Drafting and approval of the voting list.
4. Approval of the agenda.
5. Election of two people to approve the minutes together with the
chairman.
6. Review as to whether the AGM has been duly convened.
7. Presentation of the annual report, auditors’ report and consolidated
accounts and consolidated auditors’ report, along with a presentation of the
CEO.
8. Decisions
a) Decision regarding adoption of the income statement and balance sheet
and the consolidated income statement and the consolidated balance sheet.
b) Decision regarding appropriation of the company’s profits according to
the adopted balance sheet.
c) Decision regarding indemnification of the board members and the CEO.
9. Decision regarding the number of Board members and deputies, auditors,
audit deputies to be elected at the AGM.
10. Determination of remuneration to the Board of Directors and the
auditors.
11. Election of Board chairman, Board members, deputies, auditors, deputy
auditors and registered public accounting firms.
12. Proposal of the instructions for appointing the members of the
nomination committee.
13. Decision regarding guidelines for determining salaries and other
remuneration to senior executives.
14. Decision to authorize the Board to decide on new issues of ordinary
shares.
15. Other matters.
16. Closing of the AGM.
MATTERS TO BE DECIDED
Election of chairman of the AGM (point 2)
The nomination committee proposes Anders Strid to be appointed as the Chairman
of the AGM.
Appropriation of the company’s profits (point 8b)
The Board proposes that a dividend of SEK 0.06 per share be paid out. The Board
proposes the record date for receiving the dividend to be May 27, 2014. If the
AGM votes in accordance with the proposal, payment is expected to be made via
Euroclear Sweden AB on May 30, 2014.
Decision regarding the number of Board members and deputies, auditors, deputy
auditors to be elected at the Shareholder’s Meeting (point 9)
The nomination committee proposes that there be five ordinary Board members and
no deputies.
The nomination committee proposes that a registered public accounting firm be
appointed as auditor.
Determination of remuneration to the Board of Directors and the auditors (point
10)
The nomination committee proposes a fee of SEK 400,000 to the Chairman of the
Board of Directors and SEK 175,000 to each other non-employed Board members.
The nomination committee further proposes that the remuneration paid for work on
the audit committee, if the Board decides to establish such a committee, amounts
to SEK 100,000, of which SEK 60,000 shall be distributed to the Chairman of the
audit committee and SEK 40,000 to the second member of the audit committee.
Auditor fees shall be paid against approved account.
Election of board members and auditors (point 11)
The nomination committee proposes re-election of the following Board members
Göran Nordlund, Lothar Geilen, Eva-Lotta Kraft, Anders Lönnqvist and Jan Åke
Jonsson. The Nomination Committee proposes re-election of Göran Nordlund as
Chairman of the Board.
The nomination committee proposes that the registered public accounting KPMG AB
be elected to act as auditor for a period of one year, with Jan Malm as
Authorised Public Accountant.
Proposal of the instructions for appointing the members of the nomination
committee (point 12)
The nomination committee proposes the AGM to decide on the following
instructions for appointing the members of nomination committee:
The proposal implies the following in brief.
The nominating committee shall consist of not fewer than five and no more than
six members, one of whom shall be the Chairman. The other members shall be
appointed by the four largest shareholders in the company measured by voting
power on September 30. If a shareholder abstains from appointing a member the
right to appoint a member shall transfer to the subsequent largest shareholder
by voting power. The Chairman of the nomination committee shall be the member
that at its formation represents the largest shareholder(s) by voting power,
provided the nomination committee does not unanimously resolve to appoint
another member, appointed by a shareholder, chairman of the nomination
committee.
The company shall publish the composition of the nomination committee through a
press release and on the company’s web site.
The majority of the members of the nomination committee are to be independent of
the company and its executive management. At least one member of the nomination
committee is to be independent of the company’s largest shareholder in terms of
votes or any group of shareholders that act in concert in the governance of the
company.
No compensation shall be paid to the members of the nomination committee.
Decision regarding guidelines for determining salaries and other remuneration to
senior executives (point 13)
The Board proposes the AGM to decide on the following guidelines for determining
salaries and other remuneration to senior executives.
The remuneration to senior executives within the Opus Group shall be
competitive. The remuneration shall consist of a fixed and a variable part. The
variable part shall consist of salary, pension contributions and other benefits
such as car benefit. The variable part consists of bonus. The variable part
shall be based on the earnings trend or other predetermined measurable goals.
The variable component shall as a rule not exceed 30 percent of the fixed
salary. The pension contributions shall be competitive and as a rule, premium
-based.
The Board shall be entitled to deviate from the guidelines if there are special
reasons in individual cases.
Decision to authorize the Board to decide on new issues of ordinary shares
(point 14)
The Board proposes that the AGM authorizes the Board to decide, on one or more
occasions prior to the next AGM, on a new share issue corresponding to a
dilution effect of maximum 10 percent of the share capital and votes.
The Board shall, with or without preferential right for the shareholders, be
able to decide that shares, wholly or partly, may be subscribed against payment
in kind or set-off. Such a new share issue will have the purpose to conduct
acquisitions. In addition, the Board may decide on new share issues with
preferential rights for the shareholders through cash payment.
SPECIAL MAJORITY REQUIREMENT
For a decision relating to point 14 to be valid requires the decision must be
supported by shareholders with a minimum of two-thirds of the voting rights and
shares represented at the meeting.
NUMBER OF SHARES AND VOTES
There are 251,429,77 shares and votes in the company. All shares are ordinary
shares. Currently, the company does not own any of the outstanding shares.
AVAILABLE DOCUMENTS
The annual report containing the auditors’ report for 2013, the Board’s
statement in accordance with chapter 18, § 4, the auditors’ statement in
accordance with chapter 8, § 54 of the Swedish Companies Act, the instructions
for appointing the members of the nomination committee and the Boards’ complete
proposals for decisions under point 13 and 14 will available for the company’s
shareholders as of May 1, 2014 on the company’s office, which address is
Bäckstensgatan 11D, 431 49 Mölndal, Sweden. The documentation will also be
available at the company’s website www.opus.se. The above documents will be
mailed to shareholders upon request.
The nomination committee's proposals for the 2014 Annual General Meeting is
available on the company website www.opus.se.
DISCLOSURES AT THE MEETING
The Board and CEO may, at the request of any shareholder at the AGM, and if the
Board does note consider it to have a negative impact on the company, provide
information about conditions that can affect the assessment of matters on the
agenda, conditions that can affect the assessment of the company’s or
subsidiaries’ financial situation, or the company’s relationship to other Group
companies.
Gothenburg in April 2014
Opus Group AB (publ)
The Board
For additional information, please contact
Magnus Greko
President and CEO
Phone: 46 31 748 34 00
E-mail: magnus.greko@opus.se
Peter Stenström
Investor Relations
Phone: 46 765 25 84 93
E-mail: peter.stenstrom@opus.se
About Opus Group
Opus Group is a leading company in vehicle inspection technology and vehicle
inspection program operations. The Group has two main business areas which are
vehicle inspection and equipment. Opus Group is one of the market leaders in
vehicle inspection operations in the US and Sweden. Opus Bilprovning has 73
vehicle inspection stations in Sweden. Opus Inspection operates vehicle
inspection programs in the U.S., Bermuda, and Peru and is active in sales and
service of emission control equipment in North America and Mexico. Through the
subsidiaries, Opus Equipment and J&B Maskinteknik, Opus Group conducts
production, sales, and service of vehicle inspection equipment for vehicle
inspection companies and vehicle workshops. Opus Group’s revenues amounted to
approximately SEK 1,047 million in 2013. Opus Group’s shares are listed on
Nasdaq OMX Stockholm.
FFFS 2007:17 (10 kap 11§) (SFSA rules) - The information in this press release
is published in accordance with the rules in the law (2007:528) under the
Securities Market Act (2007:528).
