Report from the Annual General Meeting of Sectra

The Annual General Meeting (AGM) of shareholders in Sectra AB (publ) was held today in Linköping.

“Extensive market investments in 2005/2006 have enabled us to advance our positions internationally, and we have continued to focus on broadening our distribution channels to customers in strategically key markets, such as the US,” said Sectra’s President and CEO Jan-Olof Brüer in his address to the AGM, which was attended by approximately 80 shareholders. The AGM adopted the Parent Company income statement and balance sheet and the consolidated income statement and balance sheet presented to the meeting. The members of the Board of Directors and the President were granted exemption from liability. Dividend The AGM approved the distribution to shareholders of a dividend of SEK 0.50 per share, amounting to a total dividend of SEK 18,373,260.50. July 3 was established as the record day for the dividend, which is to be paid through VPC on July 6, 2006. Re-election of the Board of Directors Thomas Ericson, Torbjörn Kronander, Anders Persson, Gündor Rentsch and Carl-Erik Ridderstråle were re-elected to the Board. Thomas Ericson was re-elected Chairman of the Board. Nomination committee The meeting decided to appoint a nomination committee of three members, of whom one will be the Chairman of the Board and two will represent major shareholders in the Company. The members of the nomination committee will be appointed after consultation with major shareholders in the Company on October 31, 2006. 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 the fees to be paid to Board members. Where applicable, the nomination committee shall also propose candidates for the election of auditors and fees to be paid to the auditors. Authorizations The meeting authorized the Board to proceed with a new issue of not more than 3,600,000 Series B shares, for consideration in the form of cash payment, an offset issue or capital contributed in kind. Such a new issue may disregard shareholders’ preferential rights, and provided that 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 divest treasury shares on one or more occasions during the period ending in the next AGM. 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 proposal to issue convertibles to Group employees and to external Board members. The convertibles may be subscribed for during October 2–13, 2006, and conversion to Series B shares would be possible during May 26–29, 2009. Assuming full distribution, the maximum dilution effect would be 1% of the share capital. The meeting also adopted the Board’s proposal to distribute an additional maximum of 80,000 employee stock options to Group employees in the US. If these employee stock options are fully utilized, employees will acquire shares in the Company in a number corresponding to approximately 0.2% of the share capital and 0.1% of the voting rights. New Articles of Association The meeting approved a change in the Articles of Association that essentially implies adaptation to the new Swedish Companies Act that came into effect on January 1, 2006.