Bulletin from the Annual General Meeting 2012
5/25/2012 2:45 AM EST
Opus Prodox AB
Resolutions of annual general meeting
Bulletin from the Annual General Meeting 2012
Gothenburg, Sweden, 2012-05-25 08:45 CEST (GLOBE NEWSWIRE) --
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 to establish an audit committee. 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)
Jan-Åke Jonsson has extensive experience in the international automotive
industry, most recently as Managing Director of Saab Automobile AB. Jan-Åke is
currently working on several corporate boards including Vattenfall AB, the
public real estate company Castellum AB (member), but also in smaller companies
such as the Polstjärnan (Chairman), Byt Hjul (Chairman) and newly established
Västkustens Affärsänglar.
Anders Lönnqvist, is Chairman and owner of Servisen and has extensive
international experience in the financial industry, including business
acquisitions, management and strategy issues, etc. Anders currently works on
several corporate boards including the public investment company AB Novestra
(member) and Nouvago Capital AB (Chairman), Stronghold Invest AB (Chairman), as
well as SSRS Holding AB (member).
Furthermore, the AGM decided to appoint the Authorised Public Accountants
Deloitte AB as auditor, with authorized 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 deviation 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 amendment 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 activities 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
Göran Nordlund
Chairman of the Board
Phone: +46 704 33 13 20
Magnus Greko
President and CEO
Phone: +46 31 748 34 91
E-mail:
Opus’ Certified Adviser
Thenberg & Kinde Fondkommission AB
Box 2108
SE-403 12 Gothenburg
Sweden
Phone: +46 31 745 50 00
The Opus Group is in the business of developing, producing and selling products
and services within Automotive Test Equipment, Vehicle Inspection Systems and
Fleet Management for the global market. The Group’s products include emission
analyzers, diagnostic equipment and automatic test lines. Services include
management of mandatory vehicle inspection programs. The Group sells its
products and services in more than 50 countries all over the world and
currently employs around 320 persons. The turnover for 2011 was approx. SEK 232
million. Opus’ share is listed on First North Premier (NASDAQ OMX) under the
ticker OPUS.