Ograi BidCo AB’s proposal to the extraordinary general meeting in Opus Group AB (publ) on February 20, 2020
By request of Ograi BidCo AB’s (”Ograi BidCo”), following Ograi BidCo’s announcement on 16 January 2020 of the acquisition of 79.4 percent of the total number of outstanding shares and votes in Opus, Opus summoned an extraordinary general meeting to be held on Thursday, 20 February 2020. Ograi BidCo has now submitted their proposals regarding items 7, 8 and 9 on the agenda for the extraordinary general meeting. The proposals follow below.
Item 7 - Determination of number of board members and deputy board members
Ograi BidCo proposes that the number of board members elected at the next annual general meeting shall be six and that no deputy board members shall be appointed.
Item 8 - Determination of fees to the board of directors
Ograi BidCo proposes that the remuneration for each elected member of the board of directors as well as the remuneration for the chairman of the board of directors shall remain unchanged until the end of the next annual general meeting, and that the remuneration shall be distributed pro rata between the resigning board members and the new elected board members in relation to the amount of time the position is held. The CEO of the Company shall not be entitled to any board remuneration.
Further, Ograi BidCo proposes that the current levels of remuneration for committee work and the additional compensation to board members residing outside the Nordics who attend a physical board meeting, shall remain unchanged until the end of the next annual general meeting.
Item 9 - Election of board members and chairman of the board
Ograi BidCo proposes that the following board members are elected for the period until the end of the next annual general meeting:
Re-election of each of the board members Katarina Bonde and Friedrich Hecker, and election of François Dekker, Oliver Haarmann, Jonathan Laloum and Lothar Geilen as new board members.
It is proposed that François Dekker is elected as chairman of the board of directors.
Anne-Lie Lind, Ödgärd Andersson, Håkan Erixon, Jimmy Tillotson and Magnus Greko will resign as board members, and the board of directors will therefore, provided that the general meeting resolves in accordance with the proposal, be composed of François Dekker, Oliver Haarmann, Jonathan Laloum, Lothar Geilen, Katarina Bonde and Friedrich Hecker until the end of the next annual general meeting.
Presentation of the new proposed board members
François Dekker, born 1975, is a Partner at Searchlight Capital Partners UK, LLP. (”Searchlight”). Mr. Dekker joined Searchlight at its inception after having spent nine years at Bain Capital in London where he worked primarily on investments in the consumer, services and industrial sectors. He started his career in investment banking at Morgan Stanley in London in 1999 in the Mergers and Acquisitions Department. Mr. Dekker is a member of the board of directors of Ardent Hire Solutions Ltd. He received an MSc in Business Administration and Economics from the University of St. Gallen (HSG), Switzerland. François Dekker is resident in the United Kingdom.
Oliver Haarmann, born 1967, is a Founding Partner of Searchlight, and is jointly responsible for overseeing Searchlight’s activities with the two other Founding Partners. Mr. Haarmann is a member of the board of directors of Hunter Boot, Ltd. and EOLO SpA. Prior to co-founding Searchlight, Mr. Haarmann was a partner of KKR & Co L.P. (”KKR”) in London. He serves as a trustee of Surgo Foundation, IntoUniversity, and ArtAngel. He graduated from Brown University, USA with BA degrees in International Relations and History and received an MBA from Harvard Business School, USA. Oliver Haarmann is resident in the United Kingdom.
Jonathan Laloum, born 1986, is a Principal at Searchlight. Mr. Laloum joined Searchlight in 2014 after having spent three years at Deutsche Bank in London, where he was part of the Leveraged Finance team. Mr. Laloum is a member of the board of directors of Ardent Hire Solutions Ltd. He received an MA from the EDHEC Business School, France. Jonathan Laloum is resident in the United Kingdom.
Lothar Geilen, born 1961, is the CEO of Opus Group AB (publ). Mr. Geilen has previously been a member of the board of directors of Opus during 2008–2017. He has also worked as President at Systech International LLC, as President at Sensors Inc. and Managing Director at Sensors Europe. Mr. Geilen is a member of the board of directors of BDEX LLC as well as Vice President & Treasurer and member of CITA Bureau Permanent. He received a Dipl.-Kfm. from Ludwig-Maximilian University, Germany. Lothar Geilen is resident in USA.
Gothenburg, February 12, 2020
Opus Group AB (publ)
For additional information, please contact:
Linus Brandt, CFO & Executive Vice President
Tel: +46 722 44 09 05
Katarina Bonde, Chairman of the Board