Welcome to annual General Meeting (AGM) in Opus Group AB (publ)
Shareholders of Opus Group AB (publ) are hereby notified of the Annual General Meeting (AGM) to be held on Thursday, May 22, 2014, at 18.00, local time, at the Elite Park Avenue Hotel, Kungsportsavenyn 36-38, Gothenburg, Sweden. Registration for the AGM takes place between 17:00 and 17:45.
Notice of Participation
Shareholders wishing to participate in the AGM shall be registered in the Shareholders’ Register held by Euroclear Sweden AB as of Friday May 16, 2014, and have notified the company of their intention to attend by Friday May 16, 2014. Notification of participation at the AGM shall be made in writing to ”AGM 2014”, Opus Group AB, Att. Peter Stenström, Bäckstensgatan 11D, 431 49 Mölndal or via e-mail to email@example.com.
When giving notice of participation, the shareholder shall state his or her name, personal ID/corporate registration number, address and telephone number, and the names of the assistants they wish to invite, if any (maximum two).
Shareholders who are represented by proxy shall issue a written, dated, Power of Attorney to be enclosed with the notice of participation. A proxy form is available at Opus Group AB (publ)’s website. If the proxy form is issued by a juridical person, a verified copy of the said person’s certificate of registration or other proof of authorization shall be enclosed. The proxy must not be more than one year old, unless a longer period of validity is stated in the proxy, which may not be more than five years. Originals of proxy forms and certificates of registration, if any, should reach Opus Group AB (publ) on Monday May 19, 2014, at the latest.
Shareholders with shares registered in the name of a trustee must, in order to be entitled to take part in the AGM, temporarily register their shares in their own names. Such temporary registration must be effected at Euroclear Sweden AB by Friday, May 16, 2014. To ensure that such registration is completed in time, shareholders are advised to notify their trustees to request temporary registration well before this date.
1. Opening of the AGM.
2. Election of chairman of the AGM.
3. Drafting and approval of the voting list.
4. Approval of the agenda.
5. Election of two people to approve the minutes together with the chairman.
6. Review as to whether the AGM has been duly convened.
7. Presentation of the annual report, auditors’ report and consolidated accounts and consolidated auditors’ report, along with a presentation of the CEO.
a) Decision regarding adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet.
b) Decision regarding appropriation of the company’s profits according to the adopted balance sheet.
c) Decision regarding indemnification of the board members and the CEO.
9. Decision regarding the number of Board members and deputies, auditors, audit deputies to be elected at the AGM.
10. Determination of remuneration to the Board of Directors and the auditors.
11. Election of Board chairman, Board members, deputies, auditors, deputy auditors and registered public accounting firms.
12. Proposal of the instructions for appointing the members of the nomination committee.
13. Decision regarding guidelines for determining salaries and other remuneration to senior executives.
14. Decision to authorize the Board to decide on new issues of ordinary shares.
15. Other matters.
16. Closing of the AGM.
MATTERS TO BE DECIDED
Election of chairman of the AGM (point 2)
The nomination committee proposes Anders Strid to be appointed as the Chairman of the AGM.
Appropriation of the company’s profits (point 8b)
The Board proposes that a dividend of SEK 0.06 per share be paid out. The Board proposes the record date for receiving the dividend to be May 27, 2014. If the AGM votes in accordance with the proposal, payment is expected to be made via Euroclear Sweden AB on May 30, 2014.
Decision regarding the number of Board members and deputies, auditors, deputy auditors to be elected at the Shareholder’s Meeting (point 9)
The nomination committee proposes that there be five ordinary Board members and no deputies.
The nomination committee proposes that a registered public accounting firm be appointed as auditor.
Determination of remuneration to the Board of Directors and the auditors (point 10)
The nomination committee proposes a fee of SEK 400,000 to the Chairman of the Board of Directors and SEK 175,000 to each other non-employed Board members.
The nomination committee further proposes that the remuneration paid for work on the audit committee, if the Board decides to establish such a committee, amounts to SEK 100,000, of which SEK 60,000 shall be distributed to the Chairman of the audit committee and SEK 40,000 to the second member of the audit committee.
Auditor fees shall be paid against approved account.
Election of board members and auditors (point 11)
The nomination committee proposes re-election of the following Board members Göran Nordlund, Lothar Geilen, Eva-Lotta Kraft, Anders Lönnqvist and Jan Åke Jonsson. The Nomination Committee proposes re-election of Göran Nordlund as Chairman of the Board.
The nomination committee proposes that the registered public accounting KPMG AB be elected to act as auditor for a period of one year, with Jan Malm as Authorised Public Accountant.
Proposal of the instructions for appointing the members of the nomination committee (point 12)
The nomination committee proposes the AGM to decide on the following instructions for appointing the members of nomination committee:
The proposal implies the following in brief.
The nominating committee shall consist of not fewer than five and no more than six members, one of whom shall be the Chairman. The other members shall be appointed by the four largest shareholders in the company measured by voting power on September 30. If a shareholder abstains from appointing a member the right to appoint a member shall transfer to the subsequent largest shareholder by voting power. The Chairman of the nomination committee shall be the member that at its formation represents the largest shareholder(s) by voting power, provided the nomination committee does not unanimously resolve to appoint another member, appointed by a shareholder, chairman of the nomination committee.
The company shall publish the composition of the nomination committee through a press release and on the company’s web site.
The majority of the members of the nomination committee are to be independent of the company and its executive management. At least one member of the nomination committee is to be independent of the company’s largest shareholder in terms of votes or any group of shareholders that act in concert in the governance of the company.
No compensation shall be paid to the members of the nomination committee.
Decision regarding guidelines for determining salaries and other remuneration to senior executives (point 13)
The Board proposes the AGM to decide on the following guidelines for determining salaries and other remuneration to senior executives.
The remuneration to senior executives within the Opus Group shall be competitive. The remuneration shall consist of a fixed and a variable part. The variable part shall consist of salary, pension contributions and other benefits such as car benefit. The variable part consists of bonus. The variable part shall be based on the earnings trend or other predetermined measurable goals. The variable component shall as a rule not exceed 30 percent of the fixed salary. The pension contributions shall be competitive and as a rule, premium-based.
The Board shall be entitled to deviate from the guidelines if there are special reasons in individual cases.
Decision to authorize the Board to decide on new issues of ordinary shares (point 14)
The Board proposes that the AGM authorizes the Board to decide, on one or more occasions prior to the next AGM, on a new share issue corresponding to a dilution effect of maximum 10 percent of the share capital and votes.
The Board shall, with or without preferential right for the shareholders, be able to decide that shares, wholly or partly, may be subscribed against payment in kind or set-off. Such a new share issue will have the purpose to conduct acquisitions. In addition, the Board may decide on new share issues with preferential rights for the shareholders through cash payment.
SPECIAL MAJORITY REQUIREMENT
For a decision relating to point 14 to be valid requires the decision must be supported by shareholders with a minimum of two-thirds of the voting rights and shares represented at the meeting.
NUMBER OF SHARES AND VOTES
There are 251,429,77 shares and votes in the company. All shares are ordinary shares. Currently, the company does not own any of the outstanding shares.
The annual report containing the auditors’ report for 2013, the Board’s statement in accordance with chapter 18, § 4, the auditors’ statement in accordance with chapter 8, § 54 of the Swedish Companies Act, the instructions for appointing the members of the nomination committee and the Boards’ complete proposals for decisions under point 13 and 14 will available for the company’s shareholders as of May 1, 2014 on the company’s office, which address is Bäckstensgatan 11D, 431 49 Mölndal, Sweden. The documentation will also be available at the company’s website www.opus.se. The above documents will be mailed to shareholders upon request.
The nomination committee's proposals for the 2014 Annual General Meeting is available on the company website www.opus.se.
DISCLOSURES AT THE MEETING
The Board and CEO may, at the request of any shareholder at the AGM, and if the Board does note consider it to have a negative impact on the company, provide information about conditions that can affect the assessment of matters on the agenda, conditions that can affect the assessment of the company’s or subsidiaries’ financial situation, or the company’s relationship to other Group companies.
Gothenburg in April 2014
Opus Group AB (publ)
For additional information, please contact
President and CEO
Phone: 46 31 748 34 00
Phone: 46 765 25 84 93