Bulletin from Annual General Meeting 2018
On May 17, 2018, the Annual General Meeting (the “AGM”) was held in Opus Group AB (publ), 556390-6063.
Below follows a summary of the resolutions taken:
• The income statement and balance sheet, as well as the group’s consolidated income statement and balance sheet, were adopted.
• The AGM resolved, in accordance with the Board’ proposal, on a dividend of SEK 0,05 per share with May 21, 2018 as record date. Payment is estimated to take place on May 24, 2018, through Euroclear Sweden AB.
• The Board of Directors and the President/CEO were discharged from liability for the financial year 2017.
• Remuneration to the Board shall, in accordance with the Nomination Committee’s proposal, amount to SEK 500,000 to the Chairman of the Board and SEK 230,000 to each of the other non-employed Board members and on a compensation to the audit committee In a total of SEK 220,000, of which SEK 90,000 shall be allocated to the Chairman of the Audit Committee and SEK 65,000 allocated to the other members of the Audit Committee. The Nomination Committee has determined that the remuneration to the Board is at an appropriate level by comparing with other companies on Nasdaq Stockholm Mid Cap.
• The auditor will be remunerated by approved account.
• The Board shall, in accordance with the Nomination Committee’s proposal, consist of:
- Katarina Bonde, chairman (re-election)
- Friedrich Hecker (re-election)
- Anne-Lie Lind (re-election)
- Magnus Greko (re-election)
- Ödgärd Andersson (re-election)
- Håkan Erixon (new election)
- Jimmy Tillotson (new election)
It was noted that Anders Lönnqvist have chosen to decline re-election. The Company thank Anders Lönnqvist for his efforts with his work within the board where he has been a board member since 2012.
• The AGM resolved to re-elect the authorized public accounting firm KPMG AB as auditor, with authorized public accountant Jan Malm as the main responsible auditor.
• The Nomination Committee’s proposed principles for appointment of the Nomination Committee were adopted.
• The Board’s proposed guidelines for remuneration to senior executives were adopted.
• The AGM resolved, in accordance with the Board’s proposal, to implement an incentive program (Option program 2018) primarily intended for senior executives employed by the Company and its subsidiaries. The Option program entails that the company, with deviation from the shareholders’ preferential rights, issues a maximum of 6,000,000 options to the wholly-owned subsidiary Opus Services Sweden AB, which shall entitle subscription of a maximum of 6,000,000 shares. Opus Services Sweden AB shall have the rights and the obligations to handle the subscription rights in accordance with Option program 2018. The reason for the deviation from the shareholders preferential rights is to contribute to a higher motivation and engagement among the senior executives and increase their interest for the business and the earnings trend in the company.
• The board of directors was authorized, according to the proposal of the board, for the period until the next AGM, to take a resolution on acquisition of the company’s own shares on one or more occasions of up to 10 percent of the existing share capital. The board of directors was also authorized to take a resolution to transfer own shares that the company holds at the time of the transfer decision.
• The Board was, in accordance with the Board’s proposal, authorized to take resolution, on one or more occasions prior to the next AGM, with or without preferential right for the existing shareholders, on an issue of shares and/or warrants and/or convertibles corresponding to a total dilution effect of maximum ten percent of the share capital. The issue can be carried out as a cash-, in kind- or offset issue. The issue can only be carried out at market value.
Deviation from the preferential rights for the shareholders shall only be possible in relation to an acquisition of a company or in connection with entering into new business contracts or establishment of new business areas requiring considerable investments.
• The company’s CEO Lothar Geilen outlined the company’s development during the financial year 2017 and the first quarter of 2017 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 18, 2018
The Board of Directors
Opus Group AB (publ)
This press info is available in Swedish at www.opus.global
For additional information, please contact:
Lothar Geilen, CEO
Tel: +46 31 748 34 00
Director of Corporate Communications & Investor Relations
Phone: +46 765 25 84 93
Opus is a technology-driven growth company in the vehicle inspection and intelligent vehicle support markets. The company has a strong focus on customer service and innovative technology within emission and safety testing and intelligent vehicle support. Opus had approximately SEK 1.9 billion in revenues in 2017 with solid operating cash flow and good operating profitability. Opus’ plan is to reach USD 400 million in revenues and USD 100 million in EBITDA by 2021. The majority of the growth is estimated to come from the international expansion of the vehicle inspection business, with a primary focus on the Latin American and Asian markets, and the expansion of the intelligent vehicle support business. With approximately 2,200 employees, Opus is headquartered in Gothenburg, Sweden. Opus has 34 regional offices, 24 of which are in the United States and the others in Sweden, Argentina, Chile, Mexico, Peru, Pakistan, United Kingdom, Germany and Australia. Opus has production facilities in the U.S. in Hartford, Ann Arbor and Tucson. The Opus share is listed on Nasdaq Stockholm.