Report from Sectra’s Annual General Meeting 2013
The Annual General Meeting (AGM) of shareholders in Sectra AB (STO: SECT B) was held on June 27, 2013 in Linköping. In accordance with a motion from the Board of Directors, the AGM resolved to transfer SEK 4.50 per share to shareholders through a 2:1 share split combined with a mandatory redemption procedure and bonus issue. The resolution entails that approximately SEK 167 M will be distributed to shareholders.
The redemption procedure is automatic, meaning that no action is required from shareholders. It will be possible to trade in Series B redemption shares (ISIN: AK IL B SE0004296663) on NASDAQ OMX Stockholm AB.
The timetable for the redemption procedure is as follows:
July 10 Last date of trading in Sectra shares including redemption shares.
July 11 First date of trading in Sectra shares excluding redemption shares.
July 15 Record date for the share split. Each share will be divided into two shares, of which one will be a redemption share.
July 16-26 Trading in redemption shares.
July 31 Record date for suspension of redemption shares.
August 5 Preliminary date for payment of redemption settlement via Euroclear Sweden.
More information about the redemption procedure is available on Sectra’s website:
Other AGM resolutions
The Annual General Meeting also adopted the following resolutions:
- The Annual General Meeting adopted the income statement and balance sheet, and discharged the Board of Directors and President from liability for the fiscal year. In accordance with a motion from the Board of Directors, it was resolved that profits were to be carried forward.
- Jan-Olof Brüer was elected as Board member. Erika Söderberg Johnson, Torbjörn Kronander, Anders Persson, Christer Nilsson, Carl-Erik Ridderstråle and Jakob Svärdström were reelected as Board members. Carl-Erik Ridderstråle was reelected as Chairman of the Board.
- Payment of fees amounting to SEK 185,000 to external members of the Board and SEK 370,000 to the Chairman of the Board. For Audit Committee work, fees amounting to SEK 20,000 are to be paid to external members of the Board and SEK 40,000 to the Chairman of the Audit Committee. No separate fees are to be payable for work on the Remuneration Committee.
- Grant Thornton Sweden AB was reelected as the auditor.
- It was resolved to appoint a Nomination Committee comprising four members, of whom one member is to be the Chairman of the Committee and three members are to represent the company’s largest shareholders in relation to the number of votes. The Nomination Committee is to be constituted on the basis of the known shareholding in the company at September 30, 2013.
- It was resolved to adopt principles for remuneration of, and other terms of employment for, company management in accordance with the Board’s motion.
- The Board of Directors was authorized for the period up until the next AGM to make decisions regarding the new issue of not more than 3,700,000 Series B shares for payment in the form of cash, the offsetting of debt or cash-in-kind payment, and that for the offsetting of debt and cash-in-kind payment, the Board was authorized to disapply the preferential rights of shareholders.
- The Board of Directors was authorized to make decisions regarding the acquisition or sale of Sectra shares. The authorization is limited in that the company’s holding of own shares may not, at any time, exceed 10% of all the shares in the company.
- It was resolved to issue convertible debentures for a total nominal amount of not more than SEK 35,000,000. The convertible debentures are to be offered for subscription to Group employees.
- It was resolved to issue convertible debentures for a total nominal amount of not more than SEK 3,500,000. The convertible debentures are to be offered for subscription to external members of the Board.
- It was resolved to issue not more than 100,000 call options to the Group’s employees in North America. The AGM authorized the Board of Directors to make decisions regarding the issue of not more than 100,000 warrants carrying rights to subscription of not more than 100,000 Series B shares in the company in order to guarantee the performance of option commitments to employees.
- It was resolved to change the operational objectives through a change in the Articles of Association.
The resolutions were made in accordance with the motions submitted to the Annual General Meeting that are available on the Sectra website under the heading Investor/General Meetings.
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 June 28, 2013, at 8:00 a.m. (CET).
For more information, please contact:
Dr. Torbjörn Kronander, CEO and President Sectra AB, tel. +46 13 23 52 27
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 IT and secure communication. Sectra has offices in 12 countries and operates through partners worldwide. Sales in the 2012/2013 fiscal year totaled SEK 817 million. The Sectra share is quoted on the NASDAQ OMX Stockholm exchange. For more information, visit www.sectra.com.