Notice of Annual General Meeting in Sectra AB (publ)

Linköping, Sweden – August 6, 2020 – The shareholders of the medical imaging IT and cyber security company Sectra AB (publ) are hereby invited to the Annual General Meeting held on Tuesday, September 8, 2020 at 3.30 p.m. (CET) at Collegium, Teknikringen 7, Linköping, Sweden.

Extraordinary measures due to the COVID-19 pandemic

Sectra seeks to safeguard the wellbeing of its shareholders and endeavours to help limit the spread of coronavirus in the best possible way. The Board of Directors of Sectra has therefore decided to implement certain precautionary measures in connection with the Annual General Meeting (“AGM”). The following measures will be taken:

  • voting in advance (vote by mail) will be offered to the shareholders;
  • no food or drinks will be offered after the AGM and there will be no open house at Sectra’s office;
  • the number of board members, senior executives and other employees being present will be reduced and they may participate via video or phone;
  • the number of non-shareholders being present will be reduced;
  • the presentation by the CEO will be recorded and made available on Sectra’s website not later than Tuesday, August 25, 2020, which is one week before the last day for notification of an intention to participate at the AGM and to vote by mail. Shareholders may by email info.investor@sectra.com, no later than August 20, 2020, submit questions that they wish to receive answers to during the presentation.

Sectra carefully monitors the effects of the coronavirus and may with short notice provide updated information via the company’s website, investor.sectra.com/agm2020.

Sectra encourages the shareholders to observe caution, to follow the recommendations of the authorities and to take responsibility for limiting the spread of the coronavirus. Sectra emphasizes the importance of all shareholders considering the possibility not to participate at the AGM in person and instead use the opportunity to vote in advance or to participate by proxy as an alternative to participating physically.

Notification etc.

Shareholders wishing to attend the AGM shall be entered in the register of shareholders held by Euroclear Sweden AB on Wednesday, September 2, 2020, and notify the company of their intention to participate at the AGM by 4.00 p.m. CET on Wednesday, September 2, 2020. 

Shareholders who hold their shares through nominees (Sw. förvaltare) must request a temporary registration of the shares in their own name with Euroclear Sweden AB to be able to participate in the AGM. Shareholders who wish to obtain such registration must contact the nominee regarding this well in advance of September 2, 2020.

Notification of participation at the AGM shall be made in writing to the company at Sectra AB (publ), Annual General Meeting, Teknikringen 20, SE-583 30 Linköping, Sweden by telephone on +46 (0) 13 23 52 00 or by email to info.investor@sectra.com. When giving notification of participation, the shareholder must state name, personal identity number or corporate registration number, address, phone number, shareholdings, and, if applicable, the name of any representative or advisor (no more than two). Shareholders who are represented by proxy should include such proxy together with the notification to participate at the AGM. Proxy forms will be available on the company’s website investor.sectra.com/agm2020, and will be sent to shareholders who request it and provides an address. Forms can also be ordered by phone, +46 (0)13-23 52 00, or by email at info.investor@sectra.com. For shareholders who choose to vote by mail, a submitted vote by mail will be treated as a notification to participate at the AGM, see below.

Voting in advance by way of vote by mail

The Board of Directors of Sectra has with reference to § 3 of the act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations decided that shareholders may exercise their voting rights at the AGM by way of voting in advance through vote by mail.

For shareholders who choose to vote by mail, a submitted vote by mail will be treated as a notification to participate at the AGM.

Voting by mail may be completed by way of:

  • Sending a completed and signed form by post to Sectra AB (publ), Annual General Meeting, c/o Euroclear AB, Box 191, SE-101 23 Stockholm, Sweden (mark the envelope with “Voting by mail Annual General Meeting 2020”) or
  • Sending a completed and signed form by email to GeneralMeetingService@euroclear.eu (refer to “Sectra AB – vote by mail” in the subject line).

A link to a form for voting by mail is available on the company’s website, investor.sectra.com/agm2020.

Shareholders who are natural persons may choose to submit his or her by mail votes electronically by BankID verification. A link to digital vote by mail is available on the company’s website, investor.sectra.com/agm2020 and via https://anmalan.vpc.se/EuroclearProxy/.

For shareholders who are legal entities, a certificate of registration or other documentation to prove authority must be submitted together with the form. 

If the shareholder is represented by proxy, a written proxy must be submitted.

The signed form must be submitted to Euroclear, who manages the vote by mail on behalf of the company, no later than Wednesday, September 2, 2020. Electronic advance voting through BankID verification must also be completed by such date.

The shareholder may not add particular instructions or conditions to the vote by mail. If such instructions or conditions are added, the vote will be considered invalid. Additional information and terms for the completion of the vote by mail have been included in the form.

Proposed Agenda

  1. Opening of the AGM.
  2. Election of a Chairman for the AGM.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Election of two persons to certify the minutes.
  6. Determination of whether the AGM 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. Resolution regarding the adoption of the Profit and Loss Statement and the Balance Sheet and the Consolidated Profit and Loss Statement and Consolidated Balance Sheet.
  9. Resolution regarding the allocation of the company’s profit according to the adopted Balance Sheet.
  10. Resolution regarding the discharge from liability towards the company for the members of the Board of Directors and the Managing Director.
  11. Resolution regarding the number of members of the Board of Directors, auditors and deputies.
  12. Resolution regarding the fees for the Board of Directors and the auditors.
  13. Election of the members of the Board of Directors. 
  14. Election of the Chairman of the Board. 
  15. Election of the auditor.
  16. Resolution regarding the establishment of a Nomination Committee and an instruction to the Nomination Committee.
  17. Resolution regarding principles for salary and other forms of remuneration for senior executives of the company.
  18. Resolution regarding a share split and an automatic redemption procedure, including
    (a) a resolution to implement a share split,
    (b) a resolution to reduce the share capital through an automatic redemption of shares, and
    (c) a resolution to increase the share capital through a bonus issue.
  19. Resolution regarding the authorization for the Board of Directors to issue shares.
  20. Resolution regarding the authorization for the Board of Directors to acquire and dispose of the company’s own shares.
  21. Resolution regarding amendments to the Articles of Association.
  22. Any other matter.
  23. Closing of the AGM.

Election of Chairman of the AGM, item 2

The Nomination Committee, consisting of the Chairman of the Board of Directors Jan-Olof Brüer, Carl-Erik Ridderstråle, Torbjörn Kronander, and Jan Särlvik representing Nordea Investment Funds, proposes that Per Nyberg or, in case he is unable to serve, the person suggested by the Nomination Committee, is elected Chairman of the AGM.

Election of two persons to certify the minutes, item 5

The Nomination Committee proposes that Fredrik Ahlin, representing If Skadeförsäkring and Robert Forchheimer or, in case anyone of them is or both of them are unable to serve, the person or persons suggested by the Nomination Committee, are elected to certify the minutes.

Dividend, item 9

The Board of Directors and the Managing Director propose that no ordinary dividend is distributed for the financial year 2019/2020. The Board of Directors instead proposes an automatic redemption procedure as set out in item 18 below.

Board of Directors etc, items 11-15

The Nomination Committee proposes that the Board of Directors shall comprise of eight members without any deputy directors. Anders Persson, Christer Nilsson, Torbjörn Kronander, Tomas Puusepp, Birgitta Hagenfeldt, Jan Olof Brüer and Jonas Yngvesson are proposed to be re-elected as members of the Board of Directors and Fredrik Robertsson is proposed to be elected as a new member of the Board of Directors.

It is proposed that Jan Olof Brüer is re-elected Chairman of the Board of Directors. 

Fredrik Robertsson, born in 1967, is Group Chief Security Officer at Ericsson, and has a previous career as Major General and Chief Information Officer (CIO) in the Swedish National Defence. For further information about Fredrik Robertsson reference is made to the motivated statement of the Nomination Committee.

The Nomination Committee’s motivated statement in respect of their proposal and other information regarding the proposed members of the Board of Directors is available at investor.sectra.com/agm2020.

The Nomination Committee proposes that Ernst & Young AB is appointed as auditor until the close of the next AGM. Ernst & Young AB has announced that if the AGM approves of the proposal, Authorized Public Accountant Andreas Troberg will be the Auditor in Charge.

It is proposed that director fees amount to SEK 225,000 for each of the external members of the Board and SEK 450,000 for the Chairman of the Board. For the Audit Committee it is proposed that fees amount to SEK 50,000 for each of the external members of the Board and SEK 100,000 for the Chairman of the Audit Committee. No separate fees are paid for Remuneration Committee work. Furthermore, the Nomination Committee proposes that the auditor’s fee shall be paid pursuant to approved account. All fees proposed are the same as last year.

The Nomination Committee's proposal is supported by shareholders representing more than 65% of the votes in the company.

Establishment of a Nomination Committee and instruction to the Nomination Committee, item 16

The Nomination Committee proposes that the AGM decides to establish a Nomination Committee and to adopt the following instruction to the Nomination Committee.

The Chairman of the Board shall, not later than November 30 the year before the AGM contact the three largest shareholders in the company (based on the numbers of votes), each of which is then entitled to appoint a member to the Nomination Committee. Should any of the three largest shareholders waive the right to appoint a member to the Nomination Committee, the next shareholder in terms of the largest number of votes shall be offered the opportunity to appoint a member to the Nomination Committee. In addition, the Chairman of the Board is a member of the Nomination Committee. The Chairman of the Board convenes the Nomination Committee to the first meeting.

The member who represents the shareholder with the largest number of votes shall be appointed Chairman of the Nomination Committee. The Nomination Committee’s mandate period extends until a new Nomination Committee is appointed. Should a member resign from the Nomination Committee in advance, an alternate shall be appointed in accordance with the principles above. The composition of the Nomination Committee shall be announced not later than six months prior to the AGM. 

The Nomination Committee is composed based on the known shareholding of the company as per October 31 each year. If significant changes occur in ownership after the Nomination Committee is formed, the composition of the Nomination Committee can also be changed in accordance with the principles above. Changes in the Nomination Committee shall be disclosed immediately.

The Nomination Committee shall prepare and to the AGM propose:

  • Election of the Chairman of the Board and other members of the Board,
  • Board fees divided between the Chairman of the Board and other members as well as any remuneration for committee work,
  • Election of and fees to the auditors and deputy auditors (if applicable),
  • Resolution regarding any change to the instruction to the Nomination Committee, if the Nomination Committee considers such a change necessary, and
  • Chairman of the AGM.

The Nomination Committee shall carry out its assignment in accordance with the Swedish Corporate Governance Code, as applicable from time to time (the “Code”). Accordingly, the members of the Nomination Committee will look after the interests of all shareholders and not disclose what may have taken place during the work in the Nomination Committee. The Nomination Committee shall be responsible for the company receiving any information about the proposed members of the Board etc that the company needs in order for the company to fulfill its obligations under the Code. The company shall, if necessary, assist the Nomination Committee with administration and the Nomination Committee shall be entitled to take on costs for the company for such external advisors that the Nomination Committee considers to be essential in order for it to be able to complete its assignment. No fees are paid to members of the Nomination Committee.

This instruction to the Nomination Committee shall remain in force until the AGM determines differently.

Principles for salary and other forms of remuneration for senior executives of the company, item 17

The Board of Directors proposes that the 2020 AGM resolve on the following guidelines for salary and other forms of remuneration for senior executives at Sectra. Compared with the guidelines adopted by the 2019 AGM, these guidelines were developed and updated to meet the new requirements following from Chapter 8, Sections 51–53 of the Companies Act (2005:551).

Scope and applicability of the guidelines

These guidelines cover the President and CEO, other members of Group Management and, where applicable, remuneration to Board members for work performed above and beyond their commission. The guidelines will be applied to contractual remuneration, and changes made to remuneration already contracted, after the guidelines are adopted by the 2020 AGM. 

The guidelines do not cover remuneration that has been resolved on by the General Meeting of Shareholders. Board fees will not be paid to executives employed in the Group.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability

Briefly, Sectra’s business strategy entails developing and selling products and services for medical IT and cybersecurity. Helping our customers improve the efficiency and quality of patient care and increase cybersecurity in critical functions of society is the company’s most significant contribution to a more sustainable society. For more information about the company’s business strategy, refer to Sectra’s latest Annual Report available at the company’s website, sectra.com.

Successfully implementing the company’s business strategy and looking after the company’s long-term interests including sustainability assumes that the company can recruit and retain qualified employees. This requires the company to offer competitive remuneration. These guidelines make it possible to offer senior executives competitive total remuneration. 

Long-term share-based incentive programs have been introduced at the company in certain years. These programs are adopted, where necessary, by the General Meeting of Shareholders and are thus not covered by these guidelines.

Forms of remuneration, etc.

The terms and conditions of remuneration must emphasize remuneration after performance, and vary in relation to the individual’s performance and the Group’s earnings. Total remuneration shall be on market terms and can consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits.

Fixed remuneration 
Fixed remuneration consists of a basic annual salary (the “Basic Salary”), which is to be competitive in the relevant market and reflect the responsibilities that the job entails. Salary levels will be reviewed once a year to ensure continued competitiveness and to reward individual performances. 

Variable remuneration
Variable cash remuneration covered by these guidelines must be intended to promote the company’s business strategy and long-term interests, including sustainability.

Variable cash remuneration will be based on predetermined and measurable criteria. These criteria must be based on (i) financial earnings (profit, financial efficiency and sales) or alternately operational goals that over the long term are intended to lead to solid financial results; (ii) share-related goals and (iii) non-financial goals such as sustainability, customer satisfaction, quality and corporate culture. They could also consist of individually adapted quantitative or qualitative goals.
Meeting the criteria for disbursement of variable cash remuneration should be measurable over a period of one or more years. Variable cash remuneration can total a maximum of 50% of the Basic Salary as regards financial, operative, non-financial and individually adapted goals and a maximum of 25% as regards share-related goals during the relevant measurement period. 

When the measurement period for meeting the criteria for disbursement of variable cash remuneration has concluded, the extent to which the criteria were met must be determined. The Remuneration Committee is responsible for the assessment regarding variable cash remuneration to the CEO. As regards variable cash remuneration to other executives, the CEO is responsible for the assessment. As regards financial goals, the assessment must be based on the latest financial information released by the company.

In addition to variable remuneration that executives may receive in accordance with these guidelines, the Board of Directors may decide that such executives could be covered by programs for variable remuneration that also cover personnel categories other than senior executives such as all employees in the Group or in a particular business area. Such programs must entitle all employees (regardless of position) to the possibility of the same nominal remuneration.
The Board of Directors must also have the legal or contractual possibility — with the ensuing limitations — of demanding the return in full of erroneously disbursed variable remuneration (clawback). Such request for repayment must, where applicable, be made within five years of the disbursement.

Pension and other benefits
For the CEO and other executives covered by these guidelines, retirement and survivor benefits including health insurance must be provided and are to be defined-contribution. Variable cash remuneration must not be pensionable. Pension premiums must total a maximum of 30% of the Basic Salary.

The executive must be provided with the possibility of exchanging a portion of the Basic Salary with other benefits such as life insurance, healthcare insurance and a company car, provided that it is cost-neutral for the company.
As regards terms of employment subject to laws other than Swedish, the company may make the proper adjustments concerning pension and other benefits in order to comply with compulsory regulations or local practice, in which case the overall goals of these guidelines must be met to the greatest possible extent.

Period of notice

The period of notice must be linked to the age of the executive, in accordance with the following policies. 

Upon termination by the company or the executive, the period of notice must be at most (i) 6 months, if at the time of termination the executive is age 40 or younger; (ii) 12 months, if at the time of termination the executive is age 41–50; (iii) 18 months, if at the time of termination the executive is age 51–60; and (iv) 24 months, if at the time of termination the executive is age 61 or older. From the date the executive turns 67, however, the period of notice must be at most 6 months.

Salary and conditions of employment for employees

In preparing the Board’s proposal for these remuneration guidelines, salary and conditions of employment for the company’s employees were taken into account through information on total employee remuneration, the components of remuneration and the increase (and rate of increase) of the remuneration forming a part of the basis for decision by the Board and the Remuneration Committee in assessing the reasonableness of the guidelines and the ensuing limitations.

The decision-making process for adopting, reviewing and implementing the guidelines

The Board of Directors has set up a Remuneration Committee, the tasks of which include preparing the Board’s decisions on proposals for guidelines on remuneration to senior executives. The Board of Directors will draw up proposals for new guidelines at least once every four years, and present the proposal for resolution by the AGM. The guidelines will be in force until new guidelines are adopted by the General Meeting of Shareholders. 

Remuneration to the CEO and, where applicable, Board members (above and beyond ordinary remuneration resolved on by shareholders’ meetings) is decided by the Board based on the recommendations of the Remuneration Committee. Remuneration to other executives is determined by the CEO. The Remuneration Committee must also monitor and evaluate programs for variable remuneration to Group Management, the application of guidelines for remuneration to senior executives and applicable remuneration structures and remuneration levels in the company. The members of the Remuneration Committee are independent in relation to the company and Group Management. To the extent they are affected by such issues, neither the CEO nor other members of Group Management are present when the Board discusses and decides on issues related to remuneration.

Departures from the guidelines

The Board of Directors may decide to temporarily depart from the guidelines in full or in part if, in an individual case, there are particular reasons to do so and a departure is necessary to safeguard the company’s long-term interests including its sustainability, or to ensure the company’s financial strength. As indicated above, the tasks of the Remuneration Committee include preparing Board decisions on remuneration issues, which includes decisions on departures from the guidelines.

Share split and automatic redemption of shares, item 18

The Board of Directors proposes that the AGM resolves on a procedure for the automatic redemption of shares, in accordance with items 18 a - 18 c below. All resolutions are proposed to be conditional upon each other and adopted as one single resolution. A valid resolution requires the approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

Resolution to implement a share split (item 18 a)

The Board of Directors proposes that the AGM resolves to implement a share split, whereby one share in Sectra is converted into two shares. One of these shares will be a so-called redemption share. The Board of Directors proposes that the record date for the share split shall be October 6, 2020.

Resolution to reduce the share capital through an automatic redemption of shares (item 18 b)

The Board of Directors proposes that the share capital is reduced by SEK 19,253,010 through the redemption of 2,620,692 Class A shares and 35,885,328 Class B shares for repayment to the shareholders. 

The shares to be redeemed are those shares which are referred to as redemption shares after shares have been split as described above. The amount payable for each redemption share shall be SEK 4.50. The maximum redemption amount will thus be SEK 173,277,090. The Board of Directors proposes that trading in redemption shares shall take place during the period October 7–16, 2020, and that the record date for the redemption of the redemption shares shall be October 20, 2020. Payment is expected to be made through Euroclear Sweden AB around October 23, 2020.

Resolution to increase the share capital through a bonus issue (item 18 c)

In order to achieve a timely and efficient redemption procedure, without having to obtain permission from the Swedish Companies Registration Office or a court of law, the Board of Directors proposes to restore the company’s share capital to its original amount by increasing the company’s share capital by SEK 19,253,010 through a bonus issue without issuing new shares via a transfer from the company’s unrestricted equity to the company’s share capital. Upon completion of the bonus issue, the company's share capital will be restored to its original amount.

The Board of Directors’ explanatory statement in connection with the proposal to reduce the share capital and the auditors opinions thereon in accordance with Chapter 20, Section 8 of the Companies Act, as well as the Board of Directors’ statement in accordance with Chapter 20, Section 13 of the Companies Act and the auditors’ statement in accordance with Chapter 20, Section 14 of the Companies Act will be available at the company’s offices in Linköping and on the company’s website, investor.sectra.com/agm2020, at the latest as of August 18, 2020. Shareholders wishing to take part of these documents may notify the company, whereupon the documents will be sent by mail to the address provided.

Resolution regarding authorization for the Board of Directors to issue new shares, item 19

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to issue, on one or several occasions, during the period until the next AGM, not more than 3,700,000 Class B shares for payment in cash, payment by set-off of claims or payment in kind, and that for issues where payment is made by set-off of claims, the Board of Directors shall be able to disregard the shareholders’ preferential rights. The subscription 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 authorization is to facilitate the use of newly issued shares in connection with the implementation of or for the financing of acquisitions of companies or businesses or parts thereof and in connection with market investments.

A valid resolution requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

Resolution regarding authorization for the Board of Directors to acquire and dispose of the company’s own shares, item 20

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to, on one or several occasions, during the period until the next AGM, resolve on the acquisition of shares of the company. Such shares may be acquired up to a maximum amount not at any time exceeding 10% of the total number of shares issued by the company. Acquisitions of shares shall be made either on Nasdaq Stockholm at a purchase price within the range of share prices registered at any given time for the Class B shares, meaning the spread between the maximum buying rate and the minimum selling rate, or by way of an offer to all shareholders, whereby the purchase shall be made at a price which at the time of the decision corresponds at a minimum to the prevailing market price for the Class B shares and at a maximum to 150% of the prevailing market price for the Class B shares. The same price shall apply for Class A shares and Class B shares.

The Board of Directors also proposes that the Board of Directors shall be authorized to resolve, on one or several occasions during the period until the next AGM, to dispose all shares held by the company, via Nasdaq Stockholm or 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 programs and for a continuous adaptation of the company’s capital structure and thereby contributing to increased shareholders’ value. The shareholders shall have a preferential right to acquire the shares in accordance with the provisions in the articles of association regarding the preferential right to subscribe for new shares, provided that the board of directors shall be entitled to deviate from the preferential right if the shares are paid for by way of set-off or if the purpose with the disposal is to secure the costs that arise as a result of the company’s incentive program. A disposal of shares via Nasdaq Stockholm may only be made at a price within the range of share prices registered at any given time. 

A valid resolution requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

The Board of Directors’ motivated statement in accordance with Chapter 19, Section 22 of the Companies Act will be available at the company’s offices in Linköping and on the company’s website, investor.sectra.com/agm2020, at the latest as of August 18, 2020. Shareholders wishing to take part of these documents may notify the company, whereupon the documents will be sent by mail to the address provided.

Amendments to the Articles of Association, item 21

The Board of Directors proposes the following amendments of the Articles of Association, all of which are due to changes in law:

Current wording

Proposed wording

§ 1 Registered name The registered name of the Company is Sectra Aktiebolag (publ), corporate registration number 556064-8304. § 1 Company name The company name of the Company is Sectra Aktiebolag (publ), corporate registration number 556064-8304.
§ 10 Notification of attendance Shareholders who wish to participate in a General Meeting of Shareholders shall be recorded as a shareholder in a print-out or other manifestation of the share register five days before the meeting, as set out in Chapter 7 Section 28 third paragraph of the Companies Act (2005:551) and shall notify their names, and if applicable the names of any assistants who will be accompanying them, to the Company not later than the day stipulated in the notice convening the General Meeting. The latter mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and must not be earlier than five days before the Meeting. § 10 Notification of attendance Shareholders who wish to participate in a General Meeting of Shareholders shall notify their names, and if applicable the names of any assistants who will be accompanying them, to the Company not later than the day stipulated in the notice convening the General Meeting. The latter mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and must not be earlier than five days before the Meeting.
§ 12 Record date The shareholder or nominee who is registered on the record date in the share register and in a central securities depository register pursuant to Chapter 4 of the Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 first paragraph 6-8 of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551). § 12 Record date The shareholder or nominee who is registered on the record date in the share register and in a central securities depository register pursuant to Chapter 4 of the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 first paragraph 6-8 of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551).

Miscellaneous 

Valid resolutions under items 18–21 above require support of shareholders holding not less than two-thirds of both the votes cast and the shares represented at the AGM. 

The Board of Directors’ complete proposals will be available at the company’s offices in Linköping and on the company’s website, investor.sectra.com/agm2020 at the latest as of August 18, 2020. Shareholders wishing to take part of these documents may notify the company, whereupon the documents will be sent by mail to the address provided. 

In accordance with Chapter 7, Section 32 of the Companies Act, at the AGM the shareholders are entitled to request information from the Board of Directors and the Managing Director in respect of any circumstances which may affect the assessment of a matter on the agenda and any circumstances which may affect the assessment of the company’s financial position.

At July 31, 2020, the company’s’ share capital amounted to SEK 38,506,020 distributed among a total of 38,506,020 shares, of which 2,620,692 Class A shares with ten votes each and 35,885,328 Class B shares with one vote each, that is, a total of 62,092,248 votes.

The printed Annual Report has on July 1, 2020 been made public through a press release and on the company’s web site, investor.sectra.com/annual-reports. The Annual Report has been distributed to shareholders who have notified the company that they wish to receive the printed version, but it can also be ordered from the company at the address above. 

 

Linköping, Sweden, August 2020
Sectra AB (publ)
The Board of Directors

This information constitutes information that Sectra AB (publ) is obliged to make public pursuant to Nasdaq’s Nordic Main Market Rule Book for Issuers of Shares. The information was submitted for publication, through the agency of the contact person set out below, at 8.20 a.m. (CET) on August 6, 2020.

For additional information, please contact: 
Torbjörn Kronander, CEO and President Sectra AB
Phone +46 13 23 52 27, email torbjorn.kronander@sectra.com 

About Sectra
Sectra assists hospitals throughout the world to enhance the efficiency of care, and authorities and defense forces in Europe to protect society’s most sensitive information. Thereby, Sectra contributes to a healthier and safer society. The company was founded in 1978, has its head office in Linköping, Sweden, with direct sales in 19 countries, and operates through partners worldwide. Sales in the 2019/2020 fiscal year totaled SEK 1,661 million. The Sectra share is quoted on the Nasdaq Stockholm exchange. For more information, visit https://sectra.com/.

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About Us

Sectra assists hospitals throughout the world to enhance the efficiency of care, and authorities and defense forces in Europe to protect society’s most sensitive information. Thereby, Sectra contributes to a healthier and safer society. The company was founded in 1978, has its head office in Linköping, Sweden, with direct sales in 19 countries, and operates through partners worldwide. Sales in the 2019/2020 fiscal year totaled SEK 1,661 million. The Sectra share (STO: SECT B) is quoted on the Nasdaq Stockholm exchange. For more information, visit https://sectra.com/.