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 19, 2016, at 18.00, local time, at the
Elite Park Avenue Hotel, Kungsportsavenyn 36-38, Gothenburg, Sweden.
Registration for the AGM takes place from 17:00.
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 13, 2016,
and have notified the company of their intention to attend by Friday May 13,
2016. Notification of participation at the AGM shall be made through Opus
Group’s website, in writing to ”AGM 2016”, Opus Group AB, Att. Peter Stenström,
Bäckstensgatan 11D, 431 49 Mölndal or via e-mail to ir@opus.se.

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, proxy to
be enclosed with the notice of participation. A proxy form is available at Opus
Group AB’s website. If the proxy form is issued by a legal entity, 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 16, 2016, at the latest.

TRUSTEE-REGISTERED SHARES

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 13, 2016. To ensure that such registration is completed in time,
shareholders are advised to notify their trustees to request temporary
registration well before this date.

PROPOSED AGENDA

 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.
 8. Resolutions

a)        Resolution to adopt the income statement and balance sheet and the
consolidated income statement and the consolidated balance sheet.

b)       Resolution to adopt the appropriation of the company’s profits
according to the adopted balance sheet.

c)        Resolution to adopt the indemnification of the board members and the
CEO.

 1. Resolution to adopt the number of Board members and deputies, auditors,
audit deputies to be elected at the AGM.
 2. Determination of remuneration to the Board of Directors and the auditors.
 3. Election of Board chairman, Board members, deputies, auditors, deputy
auditors and registered public accounting firms.
 4. Proposal of the instructions for appointing the members of the nomination
committee.
 5. Resolution to adopt guidelines for determining salaries and other
remuneration to senior executives.
 6. Resolution to implement an incentive program (Option program 2016) through a
directed issue of options with a following right to subscribe for shares (series
2016/2019).
 7. Resolution to authorize the Board to acquire and transfer own shares.
 8. Resolution to authorize the Board to decide on new issues of ordinary
shares.
 9. Other matters.
10. Closing of the AGM.

THE NOMINATION COMMITTEE’S PROPOSALS UNDER POINT 2, 9, 10, 11 AND 12

The nomination committee, whose members have been appointed in accordance with
the instructions that were decided at the AGM 2015, has composed of chairman
Martin Jonasson (representing Andra AP-fonden), Jörgen Hentschel (representing
AB Kommandoran), Carl Schneider (representing Lothar Geilen), Henrik Wagner
Jörgensen and the chairman of the board of directors Göran Nordlund, who
together represent approximately 32.2 percent of the total number of votes in
the company.

Election of chairman of the AGM (point 2)

The nomination committee proposes the lawyer Anders Strid, at Advokatfirman
Vinge, to be appointed as the Chairman of the AGM.

Resolution to adopt the number of Board members and deputies, auditors, deputy
auditors to be elected at the Shareholder’s Meeting (point 9)

The nominations committee proposes that there be six (5) ordinary Board members
and no deputies.

The nominations 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 remuneration of SEK 420 000 (400 000) to the
Chairman of the Board of Directors and SEK 185 000 (175 000) to each non
-employed Board members.

The nomination committee further proposes that the remuneration paid for work on
the audit committee amounts to a total of SEK 123 000 (120 000), whereof SEK 72
000 (70 000) to the Chairman of the audit committee and SEK 51 000 (50 000) to
the second member of the audit committee.

Auditor fees are proposed to be paid against approved account.

Election of board members and auditors (point 11)

The Nomination Committee proposes re-election of the following Board members
Heléne Mellqvist, Anders Lönnqvist and Lothar Geilen and new election of
Katarina Bonde, Anne-Lie Lind and Friedrich Hecker. The Nomination Committee
proposes new election of Katarina Bonde as Chairman of the Board. Göran Nordlund
and Jan Åke Jonsson have declared that they are not at disposal for re-election.

The Nomination Committee proposes that the registered public accounting firm
KPMG AB shall be elected to act as auditor for a period of one year. KPMG AB has
assigned the Authorised Public Accountant Jan Malm as the auditor in charge.

Chairman, to be elected:

Katarina Bonde

Born in 1958.

Experience: CEO of UniSite Software Inc. 2000 - 2003, CEO of Captura
International 1997 - 2000, Managing Director Marketing Dun & Bradstreet Software
Inc 1996 – 1996, VP Sales and Marketing, Timeline Software Inc. 1994 - 1995,
Managing Director Marketing Dun & Bradstreet Software Inc, CEO of Programator
Industri AB 1989 – 1992. Senior board professional with solid international
experience from mid and small cap companies the technology sector.

Current assignments: Founder and Managing Director of the management consultancy
company Kubi LLC. Chairman of the board in Propellerhead AB. Board member in
Fingerprint Cards AB, Micro Systemations AB, Nordax Bank AB, Avega Group AB,
Image Systems AB, Aptilo Networks AB, Micronic Mydata AB and Sjätte AP-fonden.

Education: Master of Science in Technology at KTH Royal Institute of Technology
and studies in Business and Economics at the University of Stockholm.

Shareholding in Opus Group AB: 0.

Number of share options in Opus Group AB: 0.

Independent of the company, its management and major shareholders.

Members, re-election:

Lothar Geilen

Born in 1961. Board member since 2008. Division Manager Vehicle Inspection in
Opus Group.

Experience: CEO of Opus Inspection, Inc. since 2008; CEO of Opus US Inc. since
2008; President of subsidiary Systech International, LLC (USA) since 2000; CEO
of Sensors, Inc. (USA) 1997-2000; managing member of TriLen LLC and Managing
Director of Sensors Europe (Germany) 1987–1997.

Current assignments: Board member in Opus Bilprovning AB, Systech Sweden AB and
Opus Inspection (Pvt) Ltd. Managing Member for Loradmata Invest LLC, WLC
Properties, LLC and Contextuads, LLC. Vice Chairman in Marina 45 DS, Inc.

Education: Dipl.-Kfm. (German equivalent to MBA) at Ludwig-Maximilian
University, Munich, Germany.

Shareholding in Opus Group AB: 19,609,104 (privately and through company).

Number of share options in Opus Group AB: 0.

Dependent of the company and its management. Independent to the company’s major
shareholders.

Anders Lönnqvist

Born in 1958. Board members since 2012.

Experience: Chairman and owner of Servisen Group AB. Solid international
experience from investment companies and other listed companies, including
company acquisition, management and strategy issues.

Current assignments: Chairman of Stronghold Invest AB. Board member of Northern
Light Management AB, Newsec AB, Servisen Group AB, SSRS Holding AB, SSRS
Fastighets AB, WeSC AB, and AB Novestra.

Education: Economic Studies, Stockholm University.

Shareholding in Opus Group AB: 629,640 (including family and through companies).

Number of share options in Opus Group AB : 0.

Independent of the company, its management and major shareholders.

Heléne Mellquist

Born in 1964.

Experience: Former CEO of TransAtlantic AB. Former CFO of Rederi AB
TransAtlantic and Volvo Trucks’ International division. In addition, a number of
senior positions within the Volvo Group. Former Vice President of the
International Division of Volvo Trucks Corporation. Solid international
experience from strategy, change management, commercial activities, business
intelligence and finance.

Current assignments: Senior Vice President at Volvo Trucks, Area International.
Chairman in BizDrive AB and board member in TransAtlantic AB.

Education: Bachelor in International Business Administration at Gothenburg
University. Executive Program IFL Stockholm School of Economics.

Shareholding in Opus Group AB: 10,000.

Number of share options in Opus Group AB: 0.

Independent of the company, its management and major shareholders.

Members, to be elected:

Friedrich Hecker

Born in 1962.

Experience: CEO and Managing Director of ROSEN Swiss AG (Switzerland) 2012 –
2015, Friedrich Hecker Consulting 2011 – 2012, CEO in TÜV Rheinland AG (Germany)
2010 – 2011, COO in TÜV Rheinland AG 2009 – 2010, board member in TÜV Rheinland
AG 2009 – 2011, Executive Vice President Industrial Services and board member in
SGS SA (Switzerland) 2003 – 2009, Chief Operating Officer and board member in
SGS SA 2002 – 2003, Managing Director in TÜV SÜD Bau und Betrieb GmbH (Germany)
2001 – 2002. Solid international experience from senior positions in the TIC
industry (Testing, Inspection, Certification).

Current assignments: Senior Advisor to COBEPA S.A., member of the board in
Underwriters Laboratory (UL) Inc and Vice President of OiER, Organization For
International Economic Relations.

Education: Dipl.-Kfm. (German equivalent to MBA) at Ludwig-Maximilian
University, Munich, Germany.

Shareholding in Opus Group AB: 0.

Number of share options in Opus Group AB: 0.

Independent of the company, its management and major shareholders.

Anne-Lie Lind

Born in 1971.

Experience: CEO in AkkaFRAFT 2015 – 2016, Business Unit Director SKF Logistics
Services 2011 – 2015, Business Unit Manager Engineering SKF Sverige AB 2010 –
2011, Sales Manager ID Sales Nordic, SKF Sverige AB 2006 – 2010, Production
Manager SKF Sverige AB 2004 – 2006 Production Manager Tetra Pak Stålvall AB 2002
– 2004. Solid international experience from managing larger and smaller
companies from senior positions.

Current assignments: Chairman of the board i AkkaFRAKT, board member in
Olofsfors AB and Flexenclosure AB. Vice President Camfil Europe & Oil and Gas.

Education: Master of Science in Engineering from Chalmers Tekniska högskola.
Executive MBA from Göteborgs Universitet.

Shareholding in Opus Group AB: 0.

Number of share options in Opus Group AB: 0.

Independent of the company, its management and major shareholders.

Note. The number of shares and share options reflects the situation as of
December 31, 2015 and includes holdings by related natural or legal persons.

Proposal of the instructions for appointing the members of the nomination
committee (point 12)

The nomination committee proposes the AGM to decide on instructions for
appointing the members of the nomination committee in accordance with
corresponding instructions that were decided on the AGM 2015, though with minor
adjustments due to changes in the the Swedish Corporate Governance Code.

The proposal implies the following in brief.

The nomination 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 Chairman of the board of directors shall not be 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.

THE BOARD OF DIRECTOR’S PROPOSALS UNDER POINT 8B, 13, 14, 15 AND 16

Appropriation of the company’s profits (point 8b)

The Board proposes that a dividend of SEK 0.10 per share be paid out. The Board
proposes the record date for receiving the dividend to be May 23, 2016. If the
AGM votes in accordance with the proposal, payment is expected to be made via
Euroclear Sweden AB on May 25, 2016.

Resolution to adopt 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 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.

Resolution to implement an incentive program (Option program 2016) through a
directed issue of options with a following right to subscribe for shares (series
2016/2019) (point 14)

The Board proposes that the AGM takes a resolution to implement an incentive
program (Option program 2016). The Option program entails that the company, at a
maximum, issues 5 500 000 options to the wholly-owned subsidiary Opus Bima AB.
Opus Bima AB shall have the rights and the obligations to handle the
subscription rights in accordance with Option program 2016. The Option program
shall complement the previously resolved and ongoing option program Option
program 2013:1. Option program 2015:1, that was resolved at the AGM 2015 has
been deregistered due to its terms conditions, and negative trend in the shares
market price, became disadvantageous.

Bima shall offer the senior executives, others in the management and certain
other employees, mainly in Sweden, to acquire options at market value, which
will be calculated by using the valuation model Black & Scholes. Bima shall
gratuitously offer options to the senior executives, others in the management
and certain other employees in the US. The Option program will include
approximately 430 employees within Opus Group and will substantially be divided
as following.

  · Senior executives and others in the management mainly in Sweden and the US
shall be offered approximately 60 percent of the options.
  · Certain other employees in Sweden and the US shall be offered the remaining
approximately 40 percent of the options.
  · Bima shall have the right to hold options in custody in order to transfer
them to new employees within Opus Group.
  · The CEO of Opus Group, Magnus Greko, and the Head of Division Vehicle
Inspection, Lothar Geilen, has, due to their already large shareholding, decided
to refrain from participating in the Option program in favour of other
employees.

Subscription of the shares shall be made from July 1, 2019 and until August 15,
2019. The subscription price for the shares subscribed for when exercising the
options shall correspond to 125 percent of the average share price of the Opus
share during the period April 19 – May 19, 2016. The subscription price shall be
paid in cash or by offset. The Company shall have the right to, but no
obligation, at the request of a participant that is unable to pay the
subscription price in cash, at market price acquire the number of options that
enables the participant to exercise remaining options to subscribe for shares at
which the subscription price shall be paid by offset against the claim relating
to the sold options.

Upon full exercise of the options a maximum of 5 500 000 new shares will be
issued, which together with the ongoing option program Option program 2013 will
correspond to a dilution of approximately 3.8 percent.

The options transferred to employees in Sweden are not expected to give rise to
any payroll expenses nor social security costs for the company. The options
transferred to the employees in the US will give rise to social security costs
if the employee transfer shares subscribed for through exercise of the options
within one year from the exercise of the options. In assumption that the
employees in the US will transfer 20 percent of the subscribed shares within one
year from the exercise of the options, the social security costs will amount to
SEK 60 000. In excess of the social charges, the option program will result in
additional costs for financial and legal costs amounting to approximately SEK
100 000.

The Board invokes the following as to the reason for the deviation from the
shareholders’ preferential rights. The Option program contributes to a higher
motivation and engagement among the employees and strengthens the ties between
the employees and the company. Further, it is the assessment of the board that
the Option program will contribute to the possibilities to recruit and retain
competent and experienced employees and is expected to increase the employee’s
interest for the business and the earnings trend in the company. Overall it is
the Board’s assessment that the option program will be useful for both the
employees and the company’s shareholders through an increased share value.

The Option program has been prepared by the Board in consultation with the
corporate governance.

Decision to authorize the Board to acquire and transfer own shares (point 15)

The Board proposes to the AGM to authorize the Board to, prior to the next AGM,
take resolution on acquisition of own shares on one or more occasions.
Acquisition of own shares may amount to a maximum corresponding to one tenth of
the number of shares issued in the company. The repurchase shall be carried out
through an acquisition offer directed to all shareholders, or on Nasdaq
Stockholm. Repurchase on Nasdaq Stockholm shall be at a price which corresponds
to the registered stock exchange price interval (spread) at any given time.
Repurchase through an acquisition offer directed to all shareholders can only be
done against payment in cash and the acquisition shall be made at a rate
corresponding with the registered price interval (spread) at any given time with
a maximum divergence of 30 % up. The purpose of the repurchase of own shares is
firstly to align the company’s capital structure, give added value to the
shareholders and to be able to transfer shares in conjunction with the financing
of company acquisitions.

The Board also propose that the AGM take resolution to authorize the Board to,
prior to the next AGM, decide on transfer of the own shares that the company
holds at the time of the transfer decision. Transfer of own shares may be
carried out on Nasdaq Stockholm at a price corresponding to the registered price
interval (spread) at any given time. Transfer of shares may also be carried out
outside Nasdaq Stockholm, with or without deviation from the shareholders’
preferential rights and with or without terms of contribution in kind or right
to set-off. Transfer of own shares can accordingly be used as means of payment
in relation to company acquisitions on conditions in accordance with the
Companies Act’s rules on issue of shares. Such transfer can only be made at a
price in cash or value of obtained assets corresponding with the stock market
price at the time of the transfer.

If the exercise of the authorization to acquire or transfer own shares is
combined with the exercise of the authorization to issue new shares (point 16),
with the purpose of financing the acquisition of the entire or part of the same
acquired company or the same investment in connection with a new business
contracts or a new business area, the number of shares that has been transferred
and issued in connection with the acquisition, together can correspond to a
maximum of one tenth of the number of shares issued in the company at the time
of the authorization to issue new shares.

The possibility to deviate from the shareholders’ preferential rights at a
transfer of own shares is motivated by the fact that a transfer of shares on
Nasdaq Stockholm, or otherwise with deviation from the shareholders’
preferential rights can be done with a major rapidity, flexibility and more cost
efficient than by a transfer to the shareholders. If the company’s own shares
are transferred for compensation in any other form than cash in relation to an
acquisition, the company cannot provide the shareholders the opportunity to
exercise its preferential rights.

Decision to authorize the Board to decide on new issues of ordinary shares
(point 16)

The Board proposes that the meeting authorizes the Board to take resolution, on
one or more occasions prior to the next AGM, with or without preferential right
for the shareholders, on a new share issue corresponding to a 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 reason for the deviation from the
preferential rights for the shareholders is that the company in connection with
(i) an acquisition rapidly may need access to cash or to make a payment in kind
with the shares of the company or (ii) entering into new business contracts or
establishing new business areas rapidly may require access to cash to cover
capital expenditures to cover necessary investments.

If the exercise of the authorization to issue new shares is combined with the
exercise of the authorization to acquire or transfer own shares (point 15), with
the purpose of financing the acquisition of the entire or part of the same
acquired company or with the purpose of the same investment as described above,
the number of shares that has been transferred and issued in connection with the
acquisition, together can correspond to a maximum of one tenth of the number of
shares issued in the company at the time of the authorization to issue new
shares.

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 nine-tenths of the voting rights and
shares represented at the meeting.

For a decision relating to points 15 and 16 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 288 711 959 shares and votes in the company at the time of the
notification of the AGM. All shares are ordinary shares. Currently, the company
does not own any of the outstanding shares.

AVAILABLE DOCUMENTS

The annual report, the auditors’ report, 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 14, 15 and 16 will available for the company’s shareholders as of April
28, 2016 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 2016 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 not 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 2016

Opus Group AB (publ)

The Board
For additional information, please contact
Magnus Greko
President and CEO
Phone: 46 31 748 34 00
E-mail: magnus.greko@opus.se
Peter Stenström
Investor Relations
Phone: 46 765 25 84 93
E-mail: peter.stenstrom@opus.se
Opus Group is a leading vehicle inspection company with a strong focus on
customer service and innovative technology. Opus Group is one of the market
leaders in vehicle inspection operations in the US and Sweden.  Opus Bilprovning
has 78 vehicle inspection stations in Sweden. Opus Inspection operates vehicle
inspection programs in the U.S., Bermuda, Chile, Peru and Pakistan and is active
in sales and service of emission control equipment in North America and Mexico.
Opus Group’s revenues amounted to approximately SEK 1,650 million in 2015. Opus
Group’s shares are listed on Nasdaq Stockholm.

Anhänge

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