Sectra — AGM Information 2011

May 31, 2011

Notice of Annual General Meeting in Sectra AB (publ)

The shareholders of SectraAB (publ) are hereby invited to the Annual General Meeting (AGM) held on Thursday, June 30, 2011 at 4.00 p.m. (CET) at Collegium, Teknikringen 7, Linköping, Sweden.

Notificationetc

Shareholders wishingto attend theAGM shall beentered in theshareregisterat Euroclear SwedenABat thelatest on Thursday, June 23, 2011,and give notice of theirattendanceto the Company not later than on Tuesday, June 28, 2011 at 4.00 p.m. (CET).

Shareholders with nominee-registered shares must temporarily register theshares in his or her own namewell in advance ofJune 23, 2011, by notifyingthe nomineein order to participate at theAGM.

Notice ofattendanceat theAGM shall bemadeinwritingto SectraAB(publ), Teknikringen 20,

SE-583 30 Linköping, Sweden, by phone: +46 (0) 13 23 52 00, by fax+46 (0)13 21 21 85, or by

e-mail to info@sectra.se. When givingnotice of participation, theshareholdershould state name, personal identity number/corporateregistration number,address, telephone number, shareholdingsand, ifapplicable, the name ofany representative oradvisor (maximumtwo). Shareholders shallalso, when relevant, submit power ofattorneys,certificates of registration and other documents indicatingauthorization together with the notice of participation. Power ofattorney forms will beavailable on thecompany's websitewww.sectra.se,and sent to thoseshareholders who so request and providetheir postaladdress. Formscan also be ordered by phone, +46 (0)13-23 52 00, or by e-mailat info@sectra.se.

ProposedAgenda

• 1. Openingof theAGM.
• 1. Election of Chairman of theAGM.
• 1. Preparation and approval of the votinglist.
• 1. Approval of theagenda.
• 1. Election of two persons to certify theminutes.
• 1. Determination of whether theAGM has been duly convened.
• 1. Presentation of theAnnual Report and theAuditor's Report and theConsolidatedAnnual Report and ConsolidatedAuditor's Report.
• 1. Resolutions regarding
• (a) Adoption of the Profit and Loss Statement and theBalance Sheet and theConsolidated Profit and Loss Statement and Consolidated Balance Sheet.
• (b) Allocation of theCompany's profit accordingto theadopted Balance Sheet.
• (c) Dischargefromliability towards thecompany for themembers of theBoard of Directorsand theManagingDirector.
• 1. Resolution regardingthe number ofmembers of theBoard of Directorsand deputies.
• 1. Resolution regardingthefees for theBoard of Directorsand theauditors.
• 1. Election of themembers of theBoard of Directorsand theChairman of theBoard,and election of theauditor.
• 1. Resolution regardingNomination Committee.
• 1. Resolution concerningthe principles for remuneration and other terms ofemployment forseniorexecutives of thecompany.
• 1. Resolution regardingauthorization for theBoard of Directors to issueshares.
• 1. Resolution regardingauthorization for theBoard of Directors to acquireand dispose of theCompany's own shares.
• 1. Resolution regardingtheissue ofconvertibles to employees.
• 1. Resolution regardingtheissue ofconvertibles to externalmembers of theBoard of Directors.
• 1. Resolution regardingthe grant of furtherstock options to employees inNorthAmericain accordancewith theCompany's Global ShareOption Plan and resolution regarding authorization for theBoard of Directors to issuewarrants.
• 1. Othermatters.
• 1. Closingof theAGM.

Election ofChairman of theAGM, item 2

TheNomination Committee,consistingof theChairman of theBoard of Directors Carl-Erik Ridderstråle, Jan-Olof Brüer, Gündor Rentsch representingFrithjof Qvigstad and Thomas Ehlin representingNordea Fonder, proposes that CharlotteLevin iselected Chairman of theAGM.

Dividend, item 8 b

TheBoard of Directorsand theManagingDirector proposethat no dividend is distributed for thefinancial year 2010/2011.

Board ofDirectors, items 9-11

TheNomination Committee proposes that theBoard of Directors shallcomprise ofsixmembers without any deputy directors. TorbjörnKronander,Anders Persson, Erika Söderberg Johnson, Carl-Erik Ridderstråleand Christer Nilsson are proposed to bere-electedmembers of theBoard of Directorsand Jakob Svärdströmis proposed to be newelectedmember of the Board of Directors. It is proposed that Carl-Erik Ridderstråleis re-elected Chairman of theBoard of Directors. TheNomination Committee's motivated proposal regardingthe proposed members of theBoard of Directorsand other information regardingthe proposedmembersareavailableat www.sectra.se.

TheNomination Committee proposes that Grant Thornton SwedenABisappointed asauditor, with authorised publicaccountant Peter Bodin asauditor in charge, until theclose of the nextAGM. It is proposed that director feesamount to SEK150,000 foreach of theexternalmembers of theBoard and SEK300,000 for theChairman of theBoard. For theAudit Committeeit is proposed that feesamount to SEK20,000 foreach of theexternalmembers of theBoard and SEK40,000 for theChairman of theAudit Committee. No separatefeesare paid for Remuneration Committeework. Furthermore, theNomination Committee proposes that theaudit feeshall be paid pursuant to approved account.

TheNomination Committee's proposal is supported by shareholders representingmorethan 40%of the votes in theCompany.

Resolution regarding Nomination Committee, item 12

TheNomination Committee proposes that theAGM decide on thecomposition of theNomination Committeein accordancewith thefollowingprinciples. TheChairman of theBoard

shall, not later thanOctober 28, 2011,contact thethreelargest shareholders in thecompany,each of which is then entitled to appoint amember to theNomination Committee. Should any of thethreelargest shareholders waiveits right to appoint amember to theNomination Committee, the next shareholder in terms ofsizeis offered the opportunity to appoint amember to theNomination Committee. In addition, theChairman of theBoard isamember of theNomination committee. TheChairman of theBoard convenes theNomination Committeeto the first meeting.

The ownermember that represents thelargest shareholder in thecompany based on votingrights isappointed Chairman of theNomination Committee. TheNomination Committee's mandate period is untila newNomination Committeeisappointed. Should amember resign fromtheNomination Committeein advance,an alternateshall beappointed in accordance with the principlesabove. Thecomposition of theNomination Committeeshall be disclosed publicly not later than sixmonths prior to theAGM.

TheNomination Committeeiscomposed based on the known share ownership in thecompany not later than September 30, 2011. Ifsignificant changes occur in ownership after the Nomination Committeeis formed, thecomposition of theNomination Committeecan also bechanges in accordancewith the principlesabove. Changes in theNomination Committeeshall be disclosed immediately.

TheNomination Committeeshall prepareand to theAGM propose:

• Election of theChairman of theBoard and othermembers to thecompany's Board,
• Board fees distributed between theChairman of theBoard and othermembersas wellas possibleremuneration forcommitteework,
• Election ofand fees to theauditorsand deputy auditors (in appropriatecases),
• Resolution regardingprinciples forcomposition of theNomination Committee,and
• Chairman of theAGM.

No feesare paid tomembers of theNomination Committee.

Principles for remuneration and other terms of employment for senior executives of the company, item 13

TheBoard proposes that the principles for remuneration and other terms ofemployment forseniorexecutives of thecompany (whichmeans theManagingDirectorand othermembers of the group executive board) whichwasadopted at the 2010AGM shallcontinueto apply.

Resolution regarding authorization for the Board ofDirectors to issue newshares, item 14

TheBoard of Directors proposes that theAGM resolves to authorizetheBoard of Directors to issue, on one orseveral occasions duringthe period until the nextAGM, not morethan 3,700,000 Class Bshares for payment in cash, payment by set-off ofclaims or payment in kind and for payment by set-off ofclaimsand payment in kind beableto disregard the shareholders'preferential rights. Theissue price of the newshares shall be determined on the basis of the prevailingmarket price of theClass Bsharesat thetime of theissue. The purpose of theauthorization is to facilitatethe use of newly issued shares in connectionwith theimplementation of or for thefinancingofacquisitions ofcompanies or businesses or parts thereofand in connectionwithmarket investments.

Resolution regarding authorization for the Board ofDirectors to acquire and dispose of the company's own shares, item 15

TheBoard of Directors proposes that theAGM resolves to authorizetheBoard of Directors, on one orseveral occasions duringthe period until the nextAGM, to resolve on the acquisition ofshares of thecompany. Such shares may beacquired up to amaximumamount not exceedingat any time 10%of thetotal number ofshares issued in thecompany. Acquisitions ofshares shall bemadeeither onNASDAQOMXStockholmat a purchase pricewithin therange ofshare prices registered at any given timefor theClass Bshares, meaning thespread between themaximumbuyingrateand theminimumsellingrate, or by way ofan offer to allshareholders, whereby the purchaseshall beat a pricewhich at thetime of the decision correspondsat aminimumto the prevailingmarket pricefor theClass Bsharesand at amaximumto 150%of the prevailingmarket pricefor theClass Bshares. Thesame price shallapply for ClassAsharesand Class Bshares.

TheBoard of Directorsalso proposes that theBoard of Directors shall beauthorized to resolve, on one orseveral occasions duringthe period until the nextAGM, to disposeallshares held by thecompany, viaNASDAQOMXStockholmor in connectionwith theacquisition ofcompanies or businesses or parts thereof, in connectionwithmarket investments, for hedgingcosts that may ariserelatingto thecompany's incentive programsand foracontinuousadaptation of thecompany'scapitalstructureand thereby contributingto increased shareholders'value.Adisposal ofshares viaNASDAQOMXStockholmmay only bemadeat a pricewithin therange ofshare prices registered at any given time. Theauthorization includesaright to disregard the preferential rights of theshareholders to acquiresharesand that payment may bemadein aformother than in cash.

Proposal regarding the issue of convertibles to employees, item 16

TheBoard of Directors proposes that theAGM resolves to issueconvertibles with a nominal value not exceedingSEK35,000,000. Withwaiver of theshareholders'preferential rights, theemployees of theGroup shallsubscribefor theconvertibles.

Theissue price of theconvertibles shallcorrespond to the par value. Subscription for theconvertibles shall take place duringthe period September 26 –October 7, 2011. Theconvertibles shallcarry an annual interest which is determined foreach period and shall be STIBORwith addition of 2.25%and shallmaturefor payment on June 15, 2015. Theconvertiblesentitlethe holder to conversion to Class Bshares. Theconversion rateshallcorrespond to 135%of the volume-weighted average of the price paid for thecompany's shares on theNASDAQOMX Stockholmduringthe periodAugust 2 – 17, 2011. Conversion to Class Bshares shall take place duringthe periodMay 25 – 29, 2015.Allotment may not bemadeto theextent that the dilution,at fullconversion, would exceed one(1)%of thesharecapitalat thetime of theAGM.

Proposal regarding the issue of convertibles to members of the Board ofDirectors, item 17

Further, shareholders representingmorethan 30%of the votes in theCompany, proposethat theAGM resolves to issueconvertibles with a nominal value not exceedingSEK3,500,000. Withwaiver of theshareholders'preferential rights,externalmembers of theBoard of Directors in SectraAB(publ)shall beentitled to subscribefor theconvertibles.

Theissue price of theconvertibles shallcorrespond to the par value. Subscription for theconvertibles shall take place duringthe period September 26 –October 7, 2011. Theconvertibles shallcarry an annual interest which is determined foreach period and shall be STIBORwith addition of 2.25%and shallmaturefor payment on June 15, 2016. Theconvertiblesentitlethe holder to conversion to Class Bshares. Theconversion rateshallcorrespond to 144%of the volume-weighted average of the price paid for thecompany's shares on theNASDAQOMX Stockholmduringthe periodAugust 2 – 17, 2011. Conversion to Class Bshares shall take place duringthe periodMay 23 – 27, 2016.Allotment may not bemadeto theextent that the dilution,at fullconversion, would exceed one(1)%of thesharecapitalat thetime of theAGM.

Resolution regarding the grant of further stock options to employees in NorthAmerica according the company'sGlobal ShareOption Plan and resolution regarding authorization for the Board ofDirectors to issue warrants, item 18

TheBoard of Directors proposes that theAGM approves the grant of up to 100,000 additionalcall options to theGroup'semployees inNorthAmericaaccordingthe previously adopted Global ShareOption Plan, whereby the President may be granted up to 40,000 optionsand otheremployees up to 10,000 optionseach.Accordingto theGlobal ShareOption Plan,call options ("stock options")may beissued by thecompany orany of its subsidiariesand each of thestock options shallentitlethe holder to acquire oneClass Bsharein SectraAB(publ). No premiumis payable on allotment ofastock option. Theexercise pricefor thestock options shallsubstantially correspond to 135%of the volume-weighted average of the price paid for thecompany's shares on theNASDAQOMXStockholmat time ofallotment. Thestock options may beexercised after three years fromthe date ofallotment and under thecondition

that theemployeeis stillemployedwithin theGroup. Thestock options shall lapsethree yearsand twomonths fromthe date ofallotment. Ifallstock optionsareexercised,employees in theGroup willacquiresharescorrespondingto approximately 0.3%of thesharecapitaland approximately 0.2%of the votes of thecompany. Consideringpreviously granted stock options, theaggregate dilution effect corresponds to approximately 0.8%of thesharecapitaland approximately 0.5%of the votes in thecompany. It has been considered that the dilution by theGlobal ShareOption Plan for 2008 isexpected to bezero.

Moreover, theBoard of Directors proposes that theAGM resolves to authorizetheBoard of Directors to issue not morethan 100,000warrants, which shallentitleto subscription of not morethan 100,000 Class Bshares in thecompany at one orseveral occasions duringthe period until the nextAGM. Withwaiver of theshareholders'preferential rights, wholly owned subsidiaries in theGroup shall beentitled to subscribefor thewarrants. The purpose of thewaivingtheshareholders'preferential rights is to hedgethe option undertakingsaccordingto theincentive programdescribed above. If theauthorization is fully used and ifall 100,000warrantsareexercised, thecompany's sharecapitalwill increase by SEK100,000.

Miscellaneous

Theresolutions in items 14 and 15 aboveshall besupported by shareholders representingat least 2/3 of thesharesand number of votescast and represented at theAGM and the resolutions in items 16, 17 and 18 aboveshall besupported by shareholders representingat least 9/10 of thesharesand number of votescast and represented at theAGM.

TheBoard of Directors'and theshareholders'complete proposals will beavailableat thecompany's offices in Linköpingand on thecompany's websiteat thelatest as ofJune 9, 2011. Shareholders wishingto take part of these documents may notify thecompany, whereupon the documents will besent by mail to theaddress provided.

In accordancewith Chapter 7 Section 32 theCompaniesAct (2005:551),at theAGM theshareholdersareentitled to request information fromtheBoard of Directorsand theManaging Director in respect ofany circumstances whichmay affect theassessment ofamatter on theagendaand any circumstances whichmay affect theassessment of thecompany's financial position.

At May 30, 2011, thecompany's'sharecapitalamounted to SEK36,842,088 distributed amongatotal of 36,842,088 shares, of which 2,620,692 ClassAshares with ten voteseach and 34,221,396 Class Bshares with one voteeach, that is,atotal 60,428,316 votes.

The printedAnnual Report will besent to newshareholdersand shareholders who have given noticethat they wish to receivefinancial information,and it can also be ordered fromthe company at theaddressabove.

Linköping, May 2011

SectraAB(publ) TheBoard of Directors

The information in this press release is such that SectraAB(publ) is obligated to disclose in compliance with the Swedish Financial MarketsAct. The information was submitted for publication on May 31, 2011, at 17:00 pm (CET).

For further information, please contact:

Dr. Jan-Olof Brüer, CEO and President Sectra AB, tel 46 13 23 52 09

About the SectraGroup

Sectra wasfounded in 1978 and conductssuccessful development and sales of high-technology productsin theexpansive nichesegments of medical systemsand securecommunication systems. Sectra has officesin 12 countriesand sellsits productsthrough partnersworldwide. The head officeisin Linköping, Sweden, and thecompany developed fromresearch at LinköpingUniversity. Salesfor the 2010/2011 full year amounted to SEK911 million. Sectraislisted on the NASDAQOMXStockholmABexchange. For moreinformation about Sectra, visit our websiteat http://www.sectra.com.