Notice to Extraordinary General Meeting in Sectra AB (publ)
The shareholders of Sectra AB (publ) are hereby invited to an Extraordinary General Meeting (EGM) to be held on Tuesday, 22 November 2011 at 2.00 p.m. CET at the office of the company at Teknikringen 20 in Linköping.
Notification etc.
Shareholders wishing to attend the EGM shall be entered in the register of shareholders held by Euroclear Sweden AB by Wednesday, 16 November 2011 and notify the company of their intention to participate in the EGM by 4 p.m. CET on Wednesday, 16 November 2011.
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 EGM. Shareholders who wish to obtain such registration must contact the nominee regarding this well in advance of 16 November 2011.
Notice of participation in the meeting shall be made in writing to the company at Sectra AB, Teknikringen 20, 583 30 Linköping. Notification may also be made by telephone on +46 (0)13 – 23 52 00, by fax on +46 (0)13 – 21 21 85 or by e-mail to info@sectra.se. When giving notice of participation, the shareholder must state name, social security number or company registration number, address, telephone number and shareholding, 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 attend the EGM. Proxy forms for shareholders who wish to be represented by proxy will be made available on the company’s website www.sectra.se, and will be sent to shareholders who request it. 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 EGM.
2. Election of a Chairman of the EGM.
3. Preparation and approval of the voting list
4. Approval of the agenda.
5. Election of two persons to verify the minutes.
6. Determination of whether the EGM has been duly convened.
7. Share split and automatic redemption procedure, to include
a) resolution to implement a share split,
b) resolution to reduce share capital through an automatic redemption of shares, and
c) resolution to increase share capital through a bonus issue.
8. Other matters.
9. Closing of the EGM.
Share split and automatic redemption of shares, item7
The Board of Directors proposes that the EGM resolves on a procedure for the automatic redemption of shares, in accordance with the proposal below. All resolutions are proposed to be adopted as one single resolution.
Resolution to implement a share split (item7 a)
The Board of Directors proposes that the EGM 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 7 December 2011.
Resolution to reduce the share capital through an automatic redemption of shares (item 7 b)
The Board of Directors proposes that the share capital is reduced by SEK 18,421,044 through the redemption of 2,620,692 Series A shares and 34,221,396 Series 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 price to be paid for each redemption share shall be SEK 5.00. The maximum redemption amount will thus be SEK 184,210,440. The Board of Directors proposes that trading in redemption shares shall take place from 8 December 2011 through 20 December 2011 and that the record date for the redemption of the redemption shares shall be 23 December 2011. Payment is expected to be made through Euroclear Sweden AB around 29 December 2011.
Resolution to increase the share capital through a bonus issue (item 7 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 18,421,044 through a bonus issue via a transfer from the company’s unrestricted equity to the company’s share capital. No new shares will be issued in connection with the bonus issue.
Other
A valid resolution regarding item 7 above requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the EGM.
The Board of Directors’ complete proposals for a resolution in accordance with item 7 above, including reports and statements in accordance with the Swedish Companies Act (2005:551) will be available at the company’s address in Linköping and on the company’s website www.sectra.se no later than 1 November 2011. These documents will also be sent to those shareholders who so request and provide their postal address.
According to Chapter 7 Section 32 of the Swedish Companies Act (2005:551), at a General Meeting the shareholders are entitled to require information from the Board of Directors and CEO regarding circumstances which may affect items on the agenda and circumstances which may affect the company’s financial situation.
As of 27 October 2011, the total number of shares in the company was 36,842,088, representing a total of 36,842,088 shares, divided into 2,620,692 Series A shares with ten votes each and 34,221,396 Series B shares with one vote each, that is, a total of 60,428,316 votes.
Linköping, October 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 Securities and Clearing Operations Act. The information was submitted for publication on October 27, 2011 at 8:20 (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 has its roots in Linköping University in Sweden. The company’s business operation includes cutting-edge products and services within the niche segments of medical systems and secure communication systems. Sectra has offices in 12 countries and operates through partners worldwide. Sales in the 2010/2011 fiscal year totaled SEK 784 million. The Sectra share is quoted on the NASDAQ OMX Stockholm AB exchange. For more information, visit www.sectra.com.
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