On May 16, 2019, 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 20, 2019 as record date. Payment is estimated to take place on May 23, 2019, through Euroclear Sweden AB.
· The Board of Directors and the President/CEO were discharged from liability for the financial year 2018.
· The AGM resolved that the 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 the compensation to the audit committee shall in total amount to 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. In addition to reimbursement for travel expenses and the compensation described above, the nomination committee proposes that Directors living outside of Nordic Countries shall receive SEK 5,000 for each physical meeting attended in Sweden.
· The auditor will be remunerated in accordance with approved account.
· It was resolved to elect the following board members:
– Katarina Bonde, chairman (re-election)
– Friedrich Hecker (re-election)
– Anne-Lie Lind (re-election)
– Magnus Greko (re-election)
– Ödgärd Andersson (re-election)
– Håkan Erixon (re-election)
– Jimmy Tillotson (re-election)
· 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.
· It was resolved to adopt the Nomination Committee’s proposed principles for appointment of the Nomination Committee.
· It was resolved to adopt the Board’s proposed guidelines for remuneration to senior executives.
· The Board was, in accordance with the Board’s proposal, authorized during the period until the next AGM, to resolve on acquisition of the company’s own shares at one or more occasions of up to 10 percent of the existing share capital. The Board was also authorized to resolve to transfer own shares that the company holds at the time of the Board’s resolution to transfer shares.
· The Board was, in accordance with the Board’s proposal, authorized to resolve, at 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 2018 and the first quarter of 2019 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, May 16, 2019
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
Tel: +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 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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