Report from Sectra’s Annual General Meeting
The Annual General Meeting (AGM) of shareholders in Sectra AB (publ) was held today in Linköping.
“For the first time in our history, we reported order bookings exceeding SEK 1 billion. We had major success in concluding service and support agreements with customers that previously have been using our system for handling digital radiology images, and we met our profit target of a profit margin of more than 10%,” said President and CEO Jan-Olof Brüer in his address to the Annual General Meeting, which was attended by approximately 70 shareholders.
Jan-Olof Brüer also mentioned in his address that the final part of the application for approval to sell the Sectra MicroDose Mammography system in the US was submitted to the FDA in June as planned.
The Annual General Meeting adopted the income statement and balance sheet, as well as the consolidated income statement and balance sheet, presented to the Meeting. The members of the Board of Directors and the President were discharged from liability for the fiscal year.
Dividend
The Meeting approved the distribution to shareholders of a dividend of SEK 0.50 per share, amounting to a total dividend of SEK 18,421,044.00. June 30 was established as the record date for the dividend, which is to be paid through VPC on July 3, 2008.
Election of the Board of Directors
Erika Johnson, Torbjörn Kronander, Anders Persson and Carl-Erik Ridderstråle were re-elected to the Board. Christer Nilsson, Director Growth Capital at 3i, was elected new Board member. Carl-Erik Ridderstråle was re-elected Chairman of the Board.
Nomination Committee
The Meeting decided to appoint a Nomination Committee comprising four members, of whom one will be the Chairman of the Board and three will represent major shareholders in the company. The members of the Nomination Committee will be appointed effective October 31, 2008, after consultation with major shareholders in the company. The Nomination Committee will prepare and present proposals to the Annual General Meeting for the election of the chairman of the Meeting, Chairman of the Board and other Board members, as well as proposals for the fees to be paid to the Board members and resolution regarding principles for composition of the Nomination Committee. Where applicable, the Nomination Committee will also propose candidates for the election of auditors and fees to be paid to the auditors.
Authorizations
The Meeting authorized the Board to decide on the new issue of not more than 3,600,000 Series B shares, for consideration paid in cash, via an issue offsetting debt or capital contributed in kind. Such a new issue may disregard shareholders’ preferential rights. If the authorization is fully utilized, the dilution effect will be approximately 10% in terms of share capital and approximately 6% in terms of voting rights.
The Meeting also voted to authorize the Board to purchase or sell Series B treasury shares on one or more occasions during the period ending at the next Annual General Meeting. The authorization is restricted to actions that would not cause the company’s treasury share holdings to exceed 10% of all of the shares in the company.
Convertible and stock option programs
The Meeting voted in accordance with a motion to issue convertibles to Group employees and to external Board members. The convertibles may be subscribed for during the period September 29-October 10, 2008, and conversion to Series B shares will be possible during May 23-27, 2011. Assuming full distribution, the maximum dilution effect would be 1% of the share capital.
The Meeting also adopted the Board’s motion to distribute an additional maximum of 100,000 employee stock options to Group employees in the US. If these employee stock options are fully exercised, employees will acquire shares in the company in a number corresponding to approximately 0.3% of the share capital and 0.2% of the voting rights.
Principles for remuneration and other terms of employment for company management
The Meeting adopted the Board’s motion that the principles for remuneration to company management, which includes the President and other members of Group management, adopted at the 2007 Annual General Meeting in all significant respects shall continue to apply unchanged. Remuneration shall be formulated in accordance with market conditions and simultaneously support the interests of shareholders. Remuneration shall primarily comprise basic salary, variable salary, defined-premium pension benefits and other benefits, for example, a company car.
Furthermore, the Meeting adopted the Board’s motion that Board members with special expertise, who perform services for the company in addition to Board assignments, should receive market-based fees.
For further information, please contact:
Dr. Jan-Olof Brüer, CEO and President Sectra AB, tel +46 13 23 52 09
About Sectra
Sectra successfully develops and sells cutting-edge products in the expansive niche segments of medical systems and secure communication systems. The company was founded in 1978 and has its roots in the Linköping University in Sweden. Today, Sectra has offices in eleven countries and operates through partners worldwide. Sales in the 2007/2008 fiscal year totaled SEK 743 million. The Sectra share is quoted on the Nordic Exchange in Stockholm. For more
information about Sectra visit http://www.sectra.com.