Notice of extraordinary general meeting of Opus Group AB (publ)

The shareholders of Opus Group AB (publ), Reg. No. 556390-6063, with registered office in Gothenburg (“Opus”), are hereby invited to the extraordinary general meeting (“EGM”) on Thursday, July 16, 2020.

Opus is mindful of the health and well-being of its shareholders and employees. It´s important for Opus to take a social responsibility and contribute to reduce the risk of transmission of the Covid-19. Due to the extraordinary situation the EGM will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the EGM.

Right to attend the extraordinary general meeting
Shareholders who wish to participate through advance voting in the EGM must:

  • firstly, be included in the share register maintained by Euroclear Sweden AB no later than on Friday, July 10, 2020; and
  • secondly, notify the company of their intention to participate in the general meeting by casting its advance votes in accordance with the instructions under the heading “Advance voting” below so that the advance voting form is received by the company no later than on Wednesday, July 15, 2020.

Information submitted in connection with the notification will be computerised and used exclusively for the EGM. See below for additional information on the processing of personal data.

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names in order to be entitled to attend the general meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB no later than on Friday, July 10, 2020. The shareholders must therefore advise their nominees well in advance of this date.

Advance voting
In view of the recent developments of the spread of the corona virus (Covid-19), the company has taken certain precautionary measures in relation to the EGM on July 16, 2020. The shareholders may exercise their voting rights at the general meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

In view of the recent developments of the spread of the corona virus (Covid-19), the company has taken certain precautionary measures in relation to the EGM on July 16, 2020. The shareholders may exercise their voting rights at the general meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for advance voting. The form is available on www.opus.global/voteEGM. The advance voting form is considered as the notification of participation at the general meeting.

The completed voting form must be received by Opus no later than on Wednesday, July 15, 2020. The completed form shall be sent to the address: Computershare AB, “EGM Opus”, Box 5267, SE-102 46 Stockholm. The completed form may alternatively be submitted electronically and is then to be sent to info@computershare.se. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid.
Further instructions and conditions are included in the form for advance voting.

Proposed agenda

  1. Election of chairman of the EGM.
  2. Preparation and approval of the voting list.
  3. Approval of the agenda.
  4. Election of one or two persons to approve the minutes.
  5. Determination as to whether the EGM has been duly convened.
  6. Determination of the number of board members.
  7. Election of a new member of the board of directors.

Resolution proposals from the nomination committee
Proposal regarding election of a chairman of the meeting (Item 1)
The nomination committee has proposed that attorney Anders Strid, from Advokatfirman Vinge, or the person proposed by the nomination committee if he has an impediment to attend, shall be appointed chairman of the general meeting.

Proposal regarding preparation and approval of the voting list (Item 2)
The voting list proposed for approval by the general meeting is the voting list prepared by the company, based on the shareholders’ register for the EGM and the advance votes received, and as verified by the persons elected to approve the minutes.

Proposal regarding election of one or two persons to approve the minutes (Item 4)
The nomination committee has proposed that Erik Norman or, if he is prevented, the person instead appointed by the nomination committee, to be elected to approve the minutes of the EGM together with the chairman. The task of attesting the minutes of the EGM also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the general meeting.

Proposal regarding determination of the number of board members (item 6)
The nomination committee has proposed that the number of board members should be seven without deputy members.

Proposal regarding election of a new member of the board of directors (item 7)
The nomination committee has proposed that Erik Forsberg be elected as new member of the board of directors.

If the EGM resolves to elect Erik Forsberg as new member of the board, the board of directors would, for the period until the end of the next annual general meeting, consist of François Dekker, Oliver Haarmann, Jonathan Laloum, Lothar Geilen, Katarina Bonde, Friedrich Hecker and Erik Forsberg.

Information regarding the new board member proposed for election
Born: 1971
Professional experience: CFO of Intrum AB 2011-2018, CFO of Cision AB 2008-2011, Business Area CFO and Group Treasurer at EF Education Group 2001-2008.
Education: M.Sc. Business and Administration from Stockholm School of Economics.
Other board duties: Chairman of the board in Collectia A/S. Board member in Deltalite AB, Kindred Group plc and Stillfront Group AB (publ).
Shareholding in Opus: 0
Independence: Independent of the company and its management and major shareholders.

Number of shares and votes
There are 291,574,201 shares and votes in the company at the time of the notification convening the EGM. All shares are ordinary shares. Currently, the company does not hold any treasury shares.

Available documents
The nomination committee’s proposals above are presented in their entirety in the convening notice. Proxy forms for shareholders who would like to vote in advance through proxy are available at www.opus.global/voteEGM.

Disclosures at the meeting
The Board of Directors and the CEO shall, if any shareholder so requests and the Board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the EGM agenda and the company’s relation to other companies within the group. A request for such information shall be sent by post to Computershare AB, “EGM Opus”, Box 5267, SE-102 46 Stockholm, Sweden or by e-mail to info@computershare.se, no later than on July 6, 2020. The information will be made available at head office of Opus and on www.opus.global/egm2020 no later than on July 13, 2020. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its address.

Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 

Gothenburg, June 24, 2020
Opus Group AB (publ)
The Board of Directors

 

 

The information was sent for publication, through the agency of the contact persons set out below, on June 24, 2020, at 07:40 CEST.

For additional information, please contact:
Lothar Geilen, CEO
Tel: +46 31 748 34 00
E-mail: lothar.geilen@opus.se

Helene Carlson
Director of Corporate Communications 
Tel: +46 765 25 84 93
E-mail: helene.carlson@opus.se

About Opus

Opus is a technology-driven growth company in the vehicle inspection and intelligent vehicle support markets. The company has a strong focus on innovative technologies and customer service within vehicle emission and safety testing and within vehicle programming, scanning and diagnostics. Opus reached SEK 2.7 billion in revenues in 2019 with solid operating profit and cash flow. The majority of the company’s future growth is projected to come from the expansion of our vehicle inspection business, including the continued expansion of Equipment as a Service, and from the expansion of our intelligent vehicle support business. With approximately 2,600 employees, Opus is headquartered in Gothenburg, Sweden. Opus has 36 regional offices, 26 of which are in the United States and the others in Sweden, Argentina, Chile, Mexico, Peru, Pakistan, United Kingdom, Spain and Australia. Opus has production facilities in the U.S. in Hartford, CT, Ann Arbor, MI and Tucson, AZ. Opus’ shares are listed on Nasdaq OMX, Stockholm.

About Us

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 2.5 billion in revenues in 2018 with solid operating profit and cash flow. Opus’ goal is to reach an annual revenue growth of 5-10 percent, through organic and acquisitive growth based on 3-year CAGR, and an EBITA margin of 15 percent. 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 2,600 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, Spain and Australia. Opus has production facilities in the U.S. in Hartford, Ann Arbor and Tucson. The shares of Opus Group are listed on Nasdaq Stockholm.

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