Notice of Extraordinary General Meeting in Opus Group AB (publ)
The shareholders of Opus Group AB (publ) are hereby invited to an Extraordinary General Meeting (“EGM”) on Thursday 28 November 2013, at 15:00 at Mannheimer Swartling’s offices at Östra Hamngatan 16 in Gothenburg, Sweden. Registration to the EGM is between 14.30 – 15.00.
Notice of attendance, etc.
Shareholders who wish to participate in the EGM must be recorded in the share register maintained by Euroclear Sweden AB on Friday 22 November 2013, and notify the company of their intention to participate not later than on Friday 22 November 2013 (preferably before 12:00 noon), by telephone +46 (0)31-748 34 93, by mail to the address Opus Group AB, ”EGM 2013”, Att. Peter Stenström, Bäckstensgatan 11D, 431 49 Mölndal, Sweden or by e-mail email@example.com.
Shareholders must state their name (or company name), civil registration number (corporate registration number), address and telephone number in the notice of attendance. The number of accompanying advisors (no more than two) shall be registered within the same time.
Shareholders represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, certified proof of registration must be submitted. The power of attorney may not be older than one year, provided that the power of attorney does not state a longer term of validity (maximum five years). The proof of registration may not be issued earlier than one year prior to the EGM. The original power of attorney, along with any authorization documents, should be sent to the attention of the company to the above stated address no later than 22 November 2013.
Trustee registered shares
Shareholders who have trustee-registered their shares must, in order to be entitled to participate in the EGM, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB. Such registration must be executed on Friday 22 November 2013 and should be requested of the trustee in due time prior to this date.
Proposal for agenda
1. Opening of the EGM.
2. Election of the Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of persons to check the minutes.
6. Determination that the Meeting has been duly convened.
7. Approval of the resolution by the Board of Directors on a new share issue.
8. Closing of the Meeting.
Approval of the resolution by the Board of Directors on a new share issue (item 7)
The Board of Directors proposes that the EGM approves the Board of Directors’ resolution of 6 November 2013 regarding a new share issue on the following terms and conditions.
The Board of Directors, or whomever the Board of Directors may appoint among its members, is authorized to resolve, on 27 November 2013 at the latest, on the maximum amount by which the Company’s share capital shall be increased, the maximum number of shares to be issued (and thereby the number of existing shares that shall entitle to subscription of a certain amount of new shares) and the subscription price per each new share. The company’s shareholders shall have preferential rights to subscribe for the new shares in proportion to the shares previously held. The record date for entitlement to participate in the new share issue with preferential rights shall be 3 December 2013.
In the event that not all shares are subscribed for with preferential rights, the Board of Directors shall resolve on the allotment of shares without the exercise of subscription rights up to the maximum amount of the share issue. In such case, such shares shall be allotted to those who have subscribed for shares by the exercise of subscription rights, irrespective of whether they were shareholders on the record date, pro rata in relation to the number of subscription rights each one has exercised for subscription. Any remaining shares shall be allotted those who have provided guarantees for the share issue, pro rata in relation to the provided guarantees. In so far as allotment in accordance with the above cannot be executed pro rata, allotment shall be made by drawing of lots.
Subscription for shares shall be carried out during the period as from 5 December 2013 up to and including 19 December 2013, or, as for guarantors, up to and including 27 December 2013. The Board of Directors shall be entitled to extend the subscription period. Subscription for shares by exercise of subscription rights shall be made through simultaneous cash payment. Subscription without subscription rights shall be made on separate subscription list and shares allotted on such basis shall be paid in cash at the latest three (3) banking days after a notice of allotment has been sent to the subscriber. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
The total amount of shares and votes in the company are 233,470,508 at the time of the issuance of the notice. All shares are of the same class. The company does not currently hold any treasury shares.
Available documents, etc.
The Board of Directors’ full proposal for resolution under item 7 is set out above. The Board of Directors’ resolution and proxy form will be available for the shareholders of the company from and including 7 November 2013 at the company’s office with address Bäckstensgatan 11D, 431 49 Mölndal, Sweden. The documentation will also be available at the company’s website, www.opus.se. The above-mentioned documents will be sent by regular mail to shareholders who request this.
Shareholders have, in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551), the right at the EGM to request information from the Board of Directors and the CEO regarding circumstances that may affect the assessment of a matter on the agenda and the company’s relationship to an other group company.
Gothenburg in November 2013
Opus Group AB (publ)
The Board of Directors
For additional information, please contact
President and CEO
Phone: 46 31 748 34 00
Phone: 46 765 25 84 93
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 71 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 469 million in 2012. Opus Group’s shares are listed on Nasdaq OMX Stockholm.
FFFS 2007:17 (10 kap 11§) (SFSA rules) - the information is price sensitive and must therefore be disclosed under the Securities Market Act (2077:528).