AGM - Bulletin from the AGM 2012
On May 24, 2012, the Annual General Meeting was held in Opus Prodox AB (publ), 556390-6063.
Below follows a summary of the decisions taken.
• The income statement and balance sheet, as well as the group’s consolidated income statement and balance sheet, were adopted.
• Decision was taken of a dividend of SEK 0,02 per share. Record date for the dividend takes place on May 29, 2012. Payment will be made on June 1, 2012, through Euroclear Sweden AB.
• The Board of Directors and the President/CEO were discharged from liability for the financial year 2011.
• The Board shall, in accordance with the Nomination Committee’s proposal, consist of five members and no deputies until the end of the next AGM (unchanged). Furthermore, the AGM decided to elect one registered auditing company as auditor.
• Remuneration to the Board shall, in accordance with the Nomination Committee’s proposal, amount to SEK 180,000 to the Chairman of the Board and SEK 120,000 to each of the other non-employed Board members. The remuneration levels have increased compared to previous year. The Nomination Committee has determined that the remuneration to the Board is at an appropriate level by comparing with other OMX Small Cap companies, where Opus previous fees were lower.
• The AGM also decided that the Board will establish an audit committe. Compensation will be paid of SEK 60 000 for work on such a committee, to be distributed among the members per the board’s decision.
• Compensation to the company’s auditors shall, in accordance with the Nomination Committee’s proposal, be paid according to approved invoices by the company.
• The Board shall, in accordance with the Nomination Committee’s proposal, consist of:
• Göran Nordlund, Chairman (re-election)
• Lothar Geilen (re-election)
• Eva-Lotta Kraft (re-election)
• Jan-Åke Jonsson (new election), and
• Anders Lönnqvist (new election)
Furthermore, the AGM decided to appoint the Authorised Public Accountants Deloitte AB as auditor, with authori¬zed public accountant Harald Jagner as the main responsible auditor, for the period until the end of the AGM 2013.
The Nomination Committee’s proposal for instruction for the next Nomination Committee was adopted.
• The Board’s proposed guidelines for remuneration to senior executives were adopted.
• The Board was, in accordance with the Board’s proposal, authorized to decide on the issue of new shares of up to 10 percent of the existing share capital.
• The AGM decided, in accordance with the Board’s proposal, on a new issue of 1,750,000 share options that with de¬viation from the shareholders preferential rights, are issued to Opus Bima AB, a wholly-owned subsidiary and with the condition that the share options, under the proposed conditions, are to be transferred to the employees and other key members in the Group.
• The AGM decided on a reverse share split, to authorize the Board to decide on a directed share issue and amend¬ment of the Articles of Association. The reverse share split will be made in terms 1:20, i.e. twenty (20) shares are consolidated into one (1) share. To enable the consolidation, the AGM decided to authorize the board to conduct a directed share issue of up to 40 000 shares allocated to Erik Penser Bankaktiebolag. Furthermore, it was decided to amend the Articles of Association so that the number of shares shall not be less than
5 000 000 and not more than 20 000 000.
• The AGM decided that § 1 of the current Articles of Association be amended and shall read as follows:
§ 1 Name
Company name is Opus Group AB (publ).
It was further decided to amend § 3 of the Articles of Association regarding the description of the company’s activi¬ties according to the proposal by the Board.
The company’s President and CEO Magnus Greko outlined the company’s development during the financial year 2011 and the first quarter of 2012 and significant events during the periods.
Minutes from the Annual General Meeting will be published within two weeks on the company’s website where also other material from the meeting can be found.
Gothenburg, Sweden, May 24, 2012
The Board of Directors
This press info is available in Swedish at www.opus.se
For additional information, please contact
Chairman of the Board
Phone: +46 704 33 13 20
President and CEO
Phone: +46 31 748 34 91
Opus’ Certified Adviser
Thenberg & Kinde Fondkommission AB
SE-403 12 Gothenburg
Phone: +46 31 745 50 00