Bulletin from Annual General Meeting 2020
On May 13, 2020, the Annual General Meeting (the “AGM”) was held in Opus Group AB (publ), Reg. No. 556390-6063.
Below follows a summary of the resolutions taken.
- To adopt the income statement and balance sheet as well as the consolidated income statement and balance sheet for the Group.
- To carry forward the unappropriated earnings to the next year.
- To discharge the Board of Directors and the CEO from liability for the 2019 financial year.
- In accordance with the Nomination Committee’s proposal, it was resolved that fees to the Board remain unchanged with a fee of SEK 500,000 to the Chairman of the Board and SEK 230,000 to other Board members not employed within the Group. Further, that unchanged remuneration of SEK 90,000 shall be paid to the Chairman of the Audit Committee and SEK 65,000 to the committee’s other members. In addition to the above, and reimbursement for travel expenses, a compensation of SEK 5,000 shall be paid to Board members which reside outside the Nordic region, for each physical Board meeting attended in Sweden. Auditor fees shall be paid in accordance with approved statement of costs.
- In accordance with the Nomination Committee’s proposal, to elect the following Board Members:
o François Dekker (re-election) – Chairman of the Board
o Oliver Haarmann (re-election)
o Jonathan Laloum (re-election)
o Lothar Geilen (re-election)
o Katarina Bonde (re-election)
o Friedrich Hecker (re-election)
- In accordance with the Nomination Committee’s proposal, to re-elect KPMG AB as the auditor with Jan Malm as the auditor in charge.
- To, in accordance with the Nomination Committee’s proposal, adopt principles for appointment of the members of the Nomination Committee and instruction for the Nomination Committee.
- To, in accordance with the Board of Directors’ proposal, adopt guidelines for remuneration to the members of the executive management.
- To adopt adjusted Articles of Association, whereby, among other things, a new class C share is introduced and in order to reflect certain regulatory changes.
- To authorise the Board to resolve on acquisition and transfer, respectively, of a maximum of one-tenth of the company’s own shares in accordance with the Board’s proposal.
- To authorise the Board, on one or more occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new issue of shares, warrants and/or convertibles amounting to up to 10 per cent of the registered share capital in the Company at the time of the issue resolution, in accordance with the Board’s proposal.
- To adopt a long-term incentive program (C share program 2020) to offer to senior executives and certain key personnel within the Group, through a directed issue of a maximum of 10,000 warrants and/or C shares. 3,000 of these C shares will remain unissued as of the date of the implementation of the C share program 2020, with warrants over such shares to be issued to a company within the Group, to be transferred to certain senior executives who are currently employed by the Group and/or who may join the Group in the future and who will, through such warrants, be entitled to subscribe for the underlying C shares.
At the AGM, approximately 90.7 per cent of the shares and votes in Opus Group were represented.
The minutes taken at the AGM will be published on the Opus Group website, www.opus.global, within two weeks, where also other material from the AGM can be bound.
Gothenburg, May 13, 2020
The Board of Directors
Opus Group AB (publ)
The information was sent for publication, through the agency of the contact persons set out below, on May 13, 2020, at 20:00 CEST.
For additional information, please contact:
Lothar Geilen, CEO
Tel: +46 31 748 34 00
Linus Brandt, CFO & Executive Vice President
Tel: +46 722 44 09 05