§ 1 Company Name
The name of the company is Opus Group AB (publ).
§ 2 Company Domicile
The company headquarters shall be located in the municipality of Gothenburg, Västra Götalands län.
§ 3 Business Activities
The company shall work with development, manufacturing and trade of test and measuring equipment for the vehicle industry as well as consultancy within the same industry. The company shall also work with development, manufacturing and sales of products and services within safety and emission inspection of vehicles and other compatible business activities.
§ 4 Share Capital
The share capital shall amount to a minimum of SEK 2,000,000 and a maximum of SEK 8,000,000.
§ 5 No of Shares
The no of shares shall be minimum 100,000,000 and maximum 400,000,000.
§ 6 Board of Directors
The board consists of four to six members with maximum five deputies.
§ 7 Auditors
One or two auditors, with or without a deputy auditor.
§ 8 Meeting Notifications
AGM notices shall be published in Post och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s website within the timeframe stated in the Swedish Companies Act. The fact that notice has been given shall be announced in the Swedish newspaper Dagens Industri.
Shareholders who wish to participate in the negotiations at the General Meeting, shall have their names in the share register as of five working days prior to the meeting and notify the Company at the latest 12.00 on the date specified in the notice convening the meeting. This day may not be a Sunday, public holiday, Saturday, Midsummer, Christmas Eve or New Year’s Eve and not earlier than the fifth working day before the meeting.
§ 9 Annual General Meeting
AGMs are held annually within six (6) months after the close of the financial year and shall be held in Gothenburg.
These items shall be taken up at the AGM:
1. Electing a meeting chairman.
2. Drawing up and approving the voting list.
3. Approving the agenda.
4. Electing one or two minute verifiers.
5. Confirming that the meeting was duly convened.
6. Presenting the annual report and auditor’s report, and, when applicable, the consolidated financial statements and group audit report.
a. Approval of the income statement, balance sheet, and, when applicable, the consolidated income statement and consolidated balance sheet.
b. Allocations related to the company’s profit or loss as per the approved balance sheet.
c. Discharge from liability for the board members and CEO.
8. Decision of the no of board members and, when applicable, the no of deputies, auditors and deputy auditors.
9. Approving remuneration for the board and, when applicable, the deputies and the auditors.
10. Electing board members and, when applicable, deputies, auditors and deputy auditors.
11. Other business items in line with the Swedish Companies Act or articles of association.
§ 10 Registry of Shares
The company shares shall be registered in a controlled register according to the Swedish law (1998:1479) regarding registration of financial instruments.
§ 11 Financial Year
The company’s financial year is the calendar year 0101 – 1231.
These Articles of Association were adopted at the 2012 AGM on May 24, 2012.