Notice of Annual General Meeting in Sectra AB (publ)

The shareholders of Sectra AB (publ) are hereby invited to the Annual General Meeting of shareholders held on Wednesday, 28 June 2006 at 4.00 p.m. at Collegium, Teknikringen 7-9, Linköping, Sweden.

Notification etc Shareholders wishing to attend the Annual General Meeting shall be entered in the share register at VPC AB at the latest on Wednesday, 21 June 2006, and give notice of their attendance to the Company no later than on Thursday, 22 June 2006 at 4.00 p.m. Shareholders with nominee registered shares must temporarily register the shares in his or her own name well in advance of 21 June 2006 by notifying the nominee in order to participate at the Annual General Meeting. Notice of attendance at the General Meeting shall be made in writing to Sectra AB (publ), Teknikringen 20, 583 30 Linköping, by phone: +46 13 23 52 00, by fax +46 13 21 21 85, or by e-mail to info@sectra.se. When giving notice of participation, the shareholder should state name, personal identity number/registration number, address, telephone number, shareholdings and, if applicable, the name of any representative or advisor. Shareholders shall also, when relevant, submit power of attorneys, certificates of registration and other documents indicating authorisation together with the notice of participation. Proposed Agenda 1. Opening of the Annual General Meeting. 2. Election of Chairman of the Annual General Meeting. 3. Preparation and approval of the voting list. 4. Approval of the agenda. 5. Election of secretary and one or two persons to certify the minutes. 6. Determination of whether the Annual General Meeting has been duly convened. 7. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Annual Report and Consolidated Auditor’s Report. 8. Resolutions regarding (a) Adoption of the Profit and Loss Statement and the Balance Sheet and the Consolidated Profit and Loss Statement and Consolidated Balance Sheet. (b) Allocation of the Company’s profit according to the adopted Balance Sheet. (c) Discharge from liability towards the company for the members of the Board of Directors and the Managing Director. 9. Resolution regarding the number of members of the Board of Directors. 10. Resolution regarding the fees for the Board of Directors and the auditors. 11. Election of the members of the Board of Directors and election of the Chairman of the Board. 12. Resolution regarding Election Committee. 13. Resolution regarding changes in the Articles of Association. 14. Resolution regarding authorisation for the Board of Directors to issue shares. 15. Resolution regarding authorisation for the Board of Directors to acquire and dispose of the Company’s own shares. 16. Resolution regarding the issue of convertibles to employees and members of the Board of Directors. 17. Resolution regarding the grant of further stock options according the Company’s Global Share Option Plan and resolution regarding authorisation for the Board of Directors to issue warrants. 18. Other matters. 19. Closing of the Annual General Meeting. Election of Chairman of the Annual General Meeting, item 2 The Election Committee proposes that Per Nyberg is elected Chairman of the Annual General Meeting. Dividend, item 8 b The Board of Directors and the Managing Director propose that a dividend of SEK 0.50 per share shall be distributed. The proposed record date is Monday, 3 July 2006. Provided that the Meeting resolves in accordance with the proposal, the dividend is expected to be paid through VPC AB on Thursday, 6 July 2006. Board of Directors, items 9-11 The Election Committee consisting of Thomas Ericson, Bengt Bengtsson and Viiveke Fåk proposes that the Board of Directors shall comprise of five members without any deputy directors. Thomas Ericson, Torbjörn Kronander, Anders Persson, Gündor Rentsch and Carl-Erik Ridderstråle are proposed to be re-elected members of the Board of Directors. It is proposed that Thomas Ericson is elected Chairman of the Board of Directors. Information regarding the proposed members of the Board of Directors is available at www.sectra.se. The fee is proposed to remain unchanged at two basic amounts (Sw: prisbasbelopp) to each of the external members of the Board of Directors and three basic amounts to the Chairman of the Board of Directors. A basic amount for 2006 amounts to SEK 39,700, entailing a total fee of SEK 357,300 for the Board of Directors. Furthermore, the Election Committee proposes that the audit fee shall be paid pursuant to approved account. The Election Committee’s proposal is supported by shareholders representing more than 65% of the votes in the Company. Resolution regarding Election Committee, item 12 The Board of Directors proposes that an Election Committee is appointed during the period until a new Election Committee is elected and authorised from the next Annual General Meeting. The Election Committee shall consist of three members, whereof one member (the convenor) shall be the Chairman of the Board of Directors and two members shall represent the company’s larger shareholders. The members of the Election Committee shall be elected in consultation with the company’s larger shareholders per 31 October 2006 (the Chairman of the Election Committee shall be the member representing the shareholder with the largest number of votes). The members of the Election Committee shall be announced no later than in connection with the half-year report for the 2005/2006 financial year. The Election Committee shall prior to the General Meeting prepare and propose the election of Chairman for the Annual General Meeting, Chairman of the Board of Directors, other Board members, as well as fee to the Board of Directors. When necessary, the Election Committee shall also prepare and propose the election of auditors and fee to the auditors. It is proposed that no fee shall be granted to the Election Committee. Should major changes of the shareholding occur among the largest shareholders or should a member for some other reason wish to resign from the Election Committee, the Election Committee shall in consultation with the company’s 3 largest shareholders resolve on any necessary changes in the Election Committee’s composition. The proposal is supported by shareholders representing approximately than 45% of the shares and 65% of the votes in the Company. Resolution regarding changes in the Articles of Association, item 13 The Board of Director proposes that the Annual General Meeting resolves to change the Articles of Association in order to adapt the Articles to the requirements of the Swedish Companies Act (2005:551) (Sw aktiebolagslagen). The Board of Directors’ proposal entails mainly that the provision regarding a share’s nominal amount is replaced by a provision requiring a lowest and a highest number of shares in the company to be stated, that the shareholders shall have the right of priority in event of a share issue which is not made for a consideration of assets contributed in kind, that such right of priority also applies to issues of warrants and convertibles and that notice shall be made by advertising in Post och Inrikes Tidningar and in Svenska Dagbladet. Certain other changes of editorial nature are also made. Resolution regarding authorisation for the Board of Directors to issue new shares, item 14 The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to issue, on one or several occasions during the period until the next Annual General Meeting, not more than 3,600,000 Class B shares for payment in cash, payment by set-off of claims or payment in kind and to thereby disregard the shareholders’ preferential rights. The issue price of the new shares shall be determined on the basis of the prevailing market price of the Class B shares at the time of the issue. The purpose of the authorisation is to facilitate the utilisation of newly issued shares in connection with the carry through or for the financing of acquisitions of companies or businesses or parts thereof and in connection with market investments. Resolution regarding authorisation for the Board of Directors to acquire and dispose of the company’s own shares, item 15 The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, on one or several occasions during the period until the next Annual General Meeting, to resolve on the acquisition of Class B shares of the company. Such shares may be acquired up to a maximum amount not exceeding at any time ten (10) percent of the total number of shares issued in the company. Acquisitions of shares shall be made on Stockholmsbörsen at a purchase price within the range of share prices registered at any given time, meaning the spread between the maximum buying rate and the minimum selling rate, or by way of an offer to all holders of Class B shares. The Board of Directors also proposes that the Board of Directors shall be authorised to resolve, on one or several occasions during the period until the next Annual General Meeting, to dispose all Class B shares held by the company, via Stockholmsbörsen or otherwise than via a marketplace. A disposal of shares via Stockholmsbörsen may only be made at a price within the range of share prices registered at any given time. The authorisation includes a right to disregard the preferential rights of the shareholders to acquire shares and that payment may be made in a form other than in cash. The purpose of the authorisations is to facilitate the utilisation of re-purchased shares in connection with the acquisition of companies or businesses or parts thereof, in connection with market investments, for hedging costs that may arise relating to the company’s incentive programmes and for a continuous adoption of the company’s capital structure and thereby contributing to increased shareholders’ value. Proposal regarding the issue of convertibles to employees or members of the Board of Directors, item 16 The Board of Directors proposes that the Annual General Meeting resolves to issue convertibles with a nominal value not exceeding SEK 35,000,000. With disapplication of the shareholders’ preferential rights, the employees of the Group shall subscribe for the convertibles. Further, shareholders representing approximately 60% of the vote in the Company, propose that the Annual General Meeting resolves to issue convertibles with a nominal value not exceeding SEK 3,500,000. With disapplication of the shareholders’ preferential rights, external members of the Board of Directors in Sectra AB (publ) may subscribe for the convertibles. The issue price of the convertibles shall correspond to the par value. Subscription for the convertibles shall take place during the period 2- 13 October 2006. The convertibles shall carry an annual interest of 4.00% and shall mature for payment on 15 June 2009. The convertibles entitle the holder to conversion to Class B shares. The conversion rate shall correspond to 135% of the volume-weighted average of the price paid for the Company’s shares on the O-list of Stockholmsbörsen during the period 30 August 2006 – 13 September 2006. Conversion to Class B shares shall take place during the period 26 – 29 May 2009. Allocation may not be made to the extent that the dilution, at full conversion, would exceed 1% of the share capital. Resolution regarding the grant of further stock options according the company’s Global Share Option Plan and resolution regarding authorisation for the Board of Directors to issue warrants, item 17 The Board of Directors proposes that the Annual General Meeting approves the grant of up to 80,000 additional call options to the Group’s employees in the US according the previously adopted Global Share Option Plan, whereby the managing director may be granted up to 40,000 options and other employees up to 10,000 options each. According to the Global Share Option Plan, call options (”stock options”) may be issued by the company or any of its subsidiaries and each of the stock options shall entitle the holder to acquire one Class B share in Sectra AB (publ). No premium is payable on grant of a stock option. The exercise price for the stock options shall substantially correspond to 135% of the volume-weighted average of the price paid for the company’s shares on the O-list of Stockholmsbörsen at time of grant. The stock options may be exercised after three years from the date of grant and under the condition that the employee is still employed within the Group. The stock options shall lapse three years and two months from the date of grant. If all stock options are exercised, employees in the Group will acquire shares corresponding to approximately 0.2% of the share capital and approximately 0.1% of the votes of the company. Considering previously granted stock options, the aggregate dilution effect corresponds to approximately 0.6% of the share capital and approximately 0.3% of the votes in the company. The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to issue no more than 80,000 warrants, which shall entitle to subscription of no more than 80,000 Class B shares in the company at one or several occasions during the period until the next Annual General Meeting. With disapplication of the shareholders’ preferential rights, wholly owned subsidiaries in the Group shall be entitled to subscribe for the warrants. The purpose of the disapplication of the shareholders’ preferential rights is to ensure the option undertakings according to the incentive programme described above. If the authorisation is fully used and if all 80,000 warrants are exercised, the company’s share capital will increase by SEK 80,000. Miscellaneous The resolutions in items 13, 14 and 15 shall be supported by shareholders representing at least 2/3 of the shares and number of votes represented at the Annual General Meeting and the resolutions in items 16 and 17 above shall be supported by shareholders representing at least ninety percent of the shares and number of votes represented at the Annual General Meeting. The Board of Directors’ and the shareholders’ complete proposals will be available at the Company’s offices in Linköping and on the Company’s website as of 14 June 2006. Shareholders wishing to take part of these documents may notify the Company, whereupon the documents will be sent by mail to the address provided. The printed Annual Report will be sent to new shareholders and shareholders who have given notice that they wish to receive financial information, and it can also be ordered from the company on the address above. Linköping in May 2006 Sectra AB (publ) The Board of Directors