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Notice of Annual General Meeting in Sectra AB (publ)

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The shareholders of Sectra AB (publ) are hereby invited to the Annual General Meeting (AGM) held on Thursday, June 30, 2011 at 4.00 p.m. (CET) at Collegium, Teknikringen 7, Linköping, Sweden.

Notification etc

Shareholders wishing to attend the AGM shall be entered in the share register at Euroclear Sweden AB at the latest on Thursday, June 23, 2011, and give notice of their attendance to the Company not later than on Tuesday, June 28, 2011 at 4.00 p.m. (CET).

Shareholders with nominee-registered shares must temporarily register the shares in his or her own name well in advance of June 23, 2011, by notifying the nominee in order to participate at the AGM.

Notice of attendance at the AGM shall be made in writing to Sectra AB (publ), Teknikringen 20,
SE-583 30 Linköping, Sweden, by phone: +46 (0) 13 23 52 00, by fax +46 (0)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/corporate registration number, address, telephone number, shareholdings and, if applicable, the name of any representative or advisor (maximum two). Shareholders shall also, when relevant, submit power of attorneys, certifi­cates of registration and other documents indicating authorization together with the notice of partici­pation. Power of attorney forms will be available on the company’s website www.sectra.se, and sent to those shareholders who so request and provide their postal address. Forms can also be ordered by phone,
+46 (0)13-23 52 00, or by e-mail at info@sectra.se.

Proposed Agenda

  1. Opening of the AGM.
  2. Election of Chairman of 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. 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 and deputies.
  10. Resolution regarding the fees for the Board of Directors and the auditors.
  11. Election of the members of the Board of Directors and the Chairman of the Board, and election of the auditor.
  12. Resolution regarding Nomination Committee.
  13. Resolution concerning the principles for remuneration and other terms of employment for senior executives of the company.
  14. Resolution regarding authorization for the Board of Directors to issue shares.
  15. Resolution regarding authorization for the Board of Directors to acquire and dispose of the Company’s own shares.
  16. Resolution regarding the issue of convertibles to employees.
  17. Resolution regarding the issue of convertibles to external members of the Board of Directors.
  18. Resolution regarding the grant of further stock options to employees in North America in accordance with the Company’s Global Share Option Plan and resolution regarding authorization for the Board of Directors to issue warrants.
  19. Other matters.
  20. Closing of the AGM.

Election of Chairman of the AGM, item 2

The Nomination Committee, consisting of the Chairman of the Board of Directors Carl-Erik Ridderstråle, Jan-Olof Brüer, Gündor Rentsch representing Frithjof Qvigstad and Thomas Ehlin representing Nordea Fonder, proposes that Charlotte Levin is elected Chairman of the AGM.

Dividend, item 8 b

The Board of Directors and the Managing Director propose that no dividend is distributed for the financial year 2010/2011.

Board of Directors, items 9-11

The Nomination Committee proposes that the Board of Directors shall comprise of six members without any deputy directors. Torbjörn Kronander, Anders Persson, Erika Söderberg Johnson, Carl-Erik Ridderstråle and Christer Nilsson are proposed to be re-elected members of the Board of Directors and Jakob Svärdström is proposed to be new elected member of the Board of Directors. It is proposed that Carl-Erik Ridderstråle is re-elected Chairman of the Board of Directors. The Nomination Committee’s motivated proposal regarding the proposed members of the Board of Directors and other information regarding the proposed members are available at www.sectra.se.

The Nomination Committee proposes that Grant Thornton Sweden AB is appointed as auditor, with authorised public accountant Peter Bodin as auditor in charge, until the close of the next AGM. It is proposed that director fees amount to SEK 150,000 for each of the external members of the Board and SEK 300,000 for the Chairman of the Board. For the Audit Committee it is proposed that fees amount to SEK 20,000 for each of the external members of the Board and SEK 40,000 for the Chairman of the Audit Committee. No separate fees are paid for Remuneration Committee work. Furthermore, the Nomination Committee proposes that the audit fee shall be paid pursuant to approved account.

The Nomination Committee's proposal is supported by shareholders representing more than 40% of the votes in the Company.

Resolution regarding Nomination Committee, item 12

The Nomination Committee proposes that the AGM decide on the composition of the Nomination Committee in accordance with the following principles. The Chairman of the Board shall, not later than October 28, 2011, contact the three largest shareholders in the company, each of which is then entitled to appoint a member to the Nomination Committee. Should any of the three largest shareholders waive its right to appoint a member to the Nomination Committee, the next shareholder in terms of size is 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 owner member that represents the largest shareholder in the company based on voting rights is appointed Chairman of the Nomination Committee. The Nomination Committee’s mandate period is 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 disclosed publicly not later than six months prior to the AGM.

The Nomination Committee is composed based on the known share ownership in the company not later than September 30, 2011. If significant changes occur in ownership after the Nomination Committee is formed, the composition of the Nomination Committee can also be changes 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 to the company’s Board,
  • Board fees distributed between the Chairman of the Board and other members as well as possible remuneration for committee work,
  • Election of and fees to the auditors and deputy auditors (in appropriate cases),
  • Resolution regarding principles for composition of the Nomination Committee, and
  • Chairman of the AGM.

No fees are paid to members of the Nomination Committee.

Principles for remuneration and other terms of employment for senior executives of the company, item 13

The Board proposes that the principles for remuneration and other terms of employment for senior executives of the company (which means the Managing Director and other members of the group executive board) which was adopted at the 2010 AGM shall continue to apply.

Resolution regarding authorization for the Board of Directors to issue new shares, item 14

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 for payment by set-off of claims and payment in kind be able to 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 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.

Resolution regarding authorization for the Board of Directors to acquire and dispose of the company’s own shares, item 15

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors, on one or several occasions during the period until the next AGM, to resolve on the acquisition of shares of the company. Such shares may be acquired up to a maximum amount not exceeding at any time 10% of the total number of shares issued in the company. Acquisitions of shares shall be made either on NASDAQ OMX 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 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 OMX 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. A disposal of shares via NASDAQ OMX Stockholm may only be made at a price within the range of share prices registered at any given time. The authorization 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.

Proposal regarding the issue of convertibles to employees, item 16

The Board of Directors proposes that the AGM resolves to issue convertibles with a nominal value not exceeding SEK 35,000,000. With waiver of the shareholders’ preferential rights, the employees of the Group shall 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 September 26 – October 7, 2011. The convertibles shall carry an annual interest which is determined for each period and shall be STIBOR with addition of 2.25% and shall mature for payment on June 15, 2015. 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 NASDAQ OMX Stockholm during the period August 2 – 17, 2011. Conversion to Class B shares shall take place during the period May 25 – 29, 2015. Allotment may not be made to the extent that the dilution, at full conversion, would exceed one (1)% of the share capital at the time of the AGM.

Proposal regarding the issue of convertibles to members of the Board of Directors, item 17

Further, shareholders representing more than 30% of the votes in the Company, propose that the AGM resolves to issue convertibles with a nominal value not exceeding SEK 3,500,000. With waiver of the shareholders’ preferential rights, external members of the Board of Directors in Sectra AB (publ) shall be entitled to 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 September 26 – October 7, 2011. The convertibles shall carry an annual interest which is determined for each period and shall be STIBOR with addition of 2.25% and shall mature for payment on June 15, 2016. The convertibles entitle the holder to conversion to Class B shares. The conversion rate shall correspond to 144% of the volume-weighted average of the price paid for the company’s shares on the NASDAQ OMX Stockholm during the period August 2 – 17, 2011. Conversion to Class B shares shall take place during the period May 23 – 27, 2016. Allotment may not be made to the extent that the dilution, at full conversion, would exceed one (1)% of the share capital at the time of the AGM.

Resolution regarding the grant of further stock options to employees in North America according the company’s Global Share Option Plan and resolution regarding authorization for the Board of Directors to issue warrants, item 18

The Board of Directors proposes that the AGM approves the grant of up to 100,000 additional call options to the Group’s employees in North America according the previously adopted Global Share Option Plan, whereby the President 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 allotment 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 NASDAQ OMX Stockholm at time of allotment. The stock options may be exercised after three years from the date of allotment 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 allotment. If all stock options are exercised, employees in the Group will acquire shares corresponding to approximately 0.3% of the share capital and approximately 0.2% of the votes of the company. Considering previously granted stock options, the aggregate dilution effect corresponds to approximately 0.8% of the share capital and approximately 0.5% of the votes in the company. It has been considered that the dilution by the Global Share Option Plan for 2008 is expected to be zero.

Moreover, the Board of Directors proposes that the AGM resolves to authorize the Board of Directors to issue not more than 100,000 warrants, which shall entitle to subscription of not more than 100,000 Class B shares in the company at one or several occasions during the period until the next AGM. With waiver of the shareholders’ preferential rights, wholly owned subsidiaries in the Group shall be entitled to subscribe for the warrants. The purpose of the waiving the shareholders’ preferential rights is to hedge the option undertakings according to the incentive program described above. If the authorization is fully used and if all 100,000 warrants are exercised, the company’s share capital will increase by SEK 100,000.

Miscellaneous

The resolutions in items 14 and 15 above shall be supported by shareholders representing at least 2/3 of the shares and number of votes cast and represented at the AGM and the resolutions in items 16, 17 and 18 above shall be supported by shareholders representing at least 9/10 of the shares and number of votes cast and represented at the AGM.

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 at the latest as of June 9, 2011. 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 the Companies Act (2005:551), 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 May 30, 2011, the company’s’ share capital amounted to SEK 36,842,088 distributed among a total of 36,842,088 shares, of which 2,620,692 Class A shares with ten votes each and 34,221,396 Class B shares with one vote each, that is, a total 60,428,316 votes.

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 at the address above.

Linköping, May 2011

Sectra AB (publ) The Board of Directors

The information in this press release is such that Sectra AB (publ) is obligated to disclose in compliance with the Swedish Financial Markets Act. The information was submitted for publication on May 31, 2011, at 17:00 pm (CET).

For further information, please contact:

Dr. Jan-Olof Brüer, CEO and President Sectra AB, tel 46 13 23 52 09

About the Sectra Group

Sectra was founded in 1978 and conducts successful development and sales of high-technology products in the expansive niche segments of medical systems and secure communication systems. Sectra has offices in 12 countries and sells its products through partners worldwide. The head office is in Linköping, Sweden, and the company developed from research at Linköping University. Sales for the 2010/2011 full year amounted to SEK 911 million. Sectra is listed on the NASDAQ OMX Stockholm AB exchange. For more information about Sectra, visit our website at http://www.sectra.com.

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Annual General Meeting Sectra

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