Notice of extraordinary general meeting of Opus Group AB (publ)
The shareholders of Opus Group AB (publ), reg. no. 556390-6063 (”Opus” or the ”Company”), with registered office in Gothenburg, are hereby invited to the extraordinary general meeting on Thursday 12 November 2020 at 9:00 CET at Advokatfirman Vinge, Nordstadstorget 6, in Gothenburg, Sweden. Registration starts at 8:30 CET.
Shareholders who wish to participate in the meeting must be registered in the share register maintained by Euroclear Sweden AB no later than on Wednesday 4 November 2020, and must also notify the Company of their intention to attend the meeting no later than on Wednesday 4 November 2020 via link www.opus.global/registerEGM, via telephone +46 771 246 400 or in writing to Computershare AB, ”EGM Opus”, Box 5267, 102 46 Stockholm, Sweden.
The notification must state the shareholder’s name, personal identity number/registration number, address, telephone number and, if applicable, name(s) of the any assistants attending (maximum two), as well as name and personal identity number of any proxy. Information submitted in connection with the notification will be computerized and used exclusively for the extraordinary general meeting. See below for additional information on the processing of personal data.
Shareholders represented by proxy must submit a dated power of attorney. A proxy form is available at the Company’s webpage www.opus.global. If the power of attorney is executed by a legal person a certified copy of the certificate of registration or equivalent should be attached. The power of attorney may not be older than one year, however, it may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years. The certificate of registration must not have been issued earlier than one year before the extraordinary general meeting. The original power of attorney and documents of authorisation should be delivered to the Company at the address mentioned above no later than on Wednesday 4 November 2020.
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 Wednesday, 4 November 2020. The shareholders must therefore advise their nominees well in advance of this date.
1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting register.
4. Approval of the agenda.
5. Election of persons to attest the minutes.
6. Determination of whether the meeting was duly convened.
7. Resolution to change the articles of association.
8. Determination of the number of members of the board of directors to be elected by the meeting.
9. Election of board members.
Ograi BidCo AB’s proposal for items 2, 8 and 9
Ograi BidCo AB (”Ograi”), having announced on 5 October 2020 that Ograi controls more than 90 per cent of the total number of outstanding shares and votes in the Company, will submit proposals regarding items 2, 8 and 9 on the agenda no later than at the general meeting.
Proposal of resolution to change the articles of association (item 7)
Ograi has proposed that the general meeting resolves to change § 6 of the articles of association in accordance with the below.
- The wording in § 6 is changed from ”The board consists of a minimum of five and a maximum of nine board members with no deputies” to ”The board consists of a minimum of three and a maximum of ten board members, with a maximum of ten deputies”.
For valid decision in accordance with the proposed, the resolution must be supported by shareholders representing at least two-thirds (2/3) of both the number of votes exercised and the number of votes represented at the general meeting.
Number of shares and votes
As per the date of this notice, the total number of outstanding shares and votes in the Company is 291,574,201. All shares are of the same series of shares. The Company holds no treasury shares.
Access to documents etc.
Documents pertaining to the meeting are available via the Company’s website, www.opus.global, and will be sent to shareholders who so request.
Disclosures at the meeting
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the extraordinary general meeting on matters that may affect the assessment of an item on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).
Processing of personal data
For information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in October, 2020
Opus Group AB (publ)
The Board of Directors
The information was submitted for publication, through the contact persons set out below, at 07:30 CEST on October 15, 2020.
For additional information, please contact:
Lothar Geilen, CEO
Tel: +46 31 748 34 00
Linus Brandt, CFO & Executive Vice President
Phone: +46 722 44 09 05
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.