Report from Sectra’s Annual General Meeting
The Annual General Meeting (AGM) of shareholders in Sectra AB (publ) was held on Friday June 26, 2009, in Linköping.
“Sectra continued to show strong growth and increased sales and order bookings during the preceding fiscal year despite a weakened global economy,” President and CEO Jan-Olof Bruer said in his address at the Annual General Meeting, which was attended by about 50 shareholders.
Jan-Olof Brüer also mentioned in his address that Sectra continues to uphold its business concept of enhancing healthcare efficiency while preserving or improving the quality of care and becoming Europe’s leading supplier of encrypted telephony to government authorities and defence forces in the EU. The international expansion has continued and markets outside Sweden currently account for more than 70% of the Group’s sales.
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
For the fiscal year 2008/2009, the Board of Director proposed a dividend of SEK 0 per share.
“Sectra has always had a long-term approach to operations. Accordingly, as protection against continued turmoil in the financial market, we have elected to ensure that we have strong resources in our own balance sheet for the future. When we begin to observe a distinct rebound in the financial crisis, we look forward to once again paying dividends from the company,” Jan-Olof Brüer said in regard to the decision to not pay a dividend.
Election of the Board of Directors
Erika Söderberg Johnson, Torbjörn Kronander, Anders Persson, Christer Nilsson and Carl-Erik Ridderstråle were re-elected to the Board. 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 30, 2009, 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 proposals 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 3,700,000 Series B shares, for cash payment, offset 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 at any one time.
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 28-October 9, 2009, and conversion to Series B shares will be possible during May 21-25, 2012.
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 2008 Annual General Meeting shall essentially 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.
Dr. Jan-Olof Brüer, CEO and President, Sectra AB, +46 13 23 52 09
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 Institute of Technology in Sweden. Today, Sectra has offices in twelve countries and operates through partners worldwide. Sales in the 2008/2009 fiscal year totalled SEK 863 million. The Sectra share is quoted on the Nordic Exchange in Stockholm. For more information about Sectra visit http://www.sectra.com.