Sectra — AGM Information 2015

Aug 5, 2015

Notice of Annual General Meeting in Sectra AB (publ)

The shareholders of Sectra AB (STO: SECT B) are hereby invited to the Annual General Meeting ("AGM") held on Monday, September 7, 2015 at 3.30 p.m. (CET) at Collegium, Teknikringen 7, Linköping, Sweden.

Notificationetc.

Shareholders wishing to attend theAGMshall be entered in the register of shareholders held byEuroclear SwedenABbyTuesday, September 1, 2015, and notifythe Companyof their intention to participate in theAGMby4.00 p.m.CETon Tuesday, September 1, 2015.

Shareholders who hold their shares through nominees (Sw. förvaltare) must request a temporaryregistration of the shares in their own name with Euroclear SwedenABto be able to participate in theAGM. Shareholders who wish to obtain such registration must contact the nominee regarding this well in advance of September 1, 2015.

Notice of participation in theAGMshall be made in writing to the companyat SectraAB(publ),AGM2015, Teknikringen 20, SE-583 30 Linköping, Sweden.Notification mayalso be made bytelephone on +46 (0) 13 23 52 00, byfaxon +46 (0)13 21 21 85, or bye-mail to .info.investor@sectra.se. When giving notice of participation, the shareholder must state name, personal identitynumber or corporate registration number, address, telephone number and shareholdings, and, if applicable, the name of anyrepresentative or advisor (no more than two). Shareholders who are represented byproxyshould include such proxytogether with the notification to participate in theAGM. Proxyforms for shareholders who wish to be represented byproxywill be available on the company's website www.sectra.se/agm2015, and will be sent to shareholders who request it. Forms can also be ordered byphone, +46 (0)13-23 52 00, or bye-mail at info.investor@sectra.se.

ProposedAgenda

• 1. Opening of theAGM.
• 1. Election of a Chairman for theAGM.
• 1. Preparation and approval of the voting list.
• 1. Approval of the agenda.
• 1. Election of two persons to certifythe minutes.
• 1. Determination ofwhether theAGMhas been dulyconvened.
• 1. Presentation of theAnnual Report and theAuditor's Report and the ConsolidatedAnnual Report and ConsolidatedAuditor's Report.
• 1. Resolutions regarding a) Adoption of the Profit and Loss Statement and the Balance Sheet and the Consolidated Profit and Loss Statement and Consolidated Balance Sheet. b) Allocation of the Company's profit according to the adopted Balance Sheet.
• c) Discharge from liabilitytowards the companyfor the members of the Board ofDirectors and the Managing Director.
• 1. Resolution regarding the number of members of the Board ofDirectors, auditors and deputies.
• 1. Resolution regarding the fees for the Board ofDirectors and the auditors.
• 1. Election of the members of the Board ofDirectors and the Chairman of the Board, and election of the auditor.
• 1. Resolution regarding Nomination Committee.
• 1. Resolution concerning the principles for remuneration and other terms of employment for senior executives of the company.
• 1. Share split and automatic redemption procedure, to include
• a) resolution to implement a share split,

b) resolution to reduce share capital through an automatic redemption of shares, and

• c) resolution to increase share capital through a bonus issue.
• 1. Resolution regarding authorization for the Board ofDirectors to issue shares.
• 1. Resolution regarding authorization for the Board ofDirectors to acquire and dispose of the Company's own shares.
• 1. Resolution regarding the issue of convertibles to employees.
• 1. Resolution regarding the issue of convertibles to external members of the Board ofDirectors.
• 1. Other matters.
• 1. Closing of theAGM.

Electionof Chairmanof the AGM, item2

The Nomination Committee, consisting of the Chairman of the Board ofDirectors Carl-ErikRidderstråle, Torbjörn Kronander, Jan-Olof Brüer and Nils Bolmstrand representing Nordea Fonder, proposes that Per Nyberg is elected Chairman of theAGM.

Dividend, item8 b

The Board ofDirectors and the Managing Director propose that no ordinarydividend is distributed for the financial year 2014/2015. The Board ofDirectors instead proposes an automatic redemption procedure as set out in item 14 below.

Boardof Directors, items 9-11

The Nomination Committee proposes that the Board ofDirectors shall comprise of seven members without anydeputydirectors.Anders Persson,Carl-Erik Ridderstråle,Christer Nilsson, Erika Söderberg Johnson, Jakob Svärdström, Torbjörn Kronander and JanOlof Brüer are all proposed to be re-elected as members of the Board ofDirectors. It is proposed thatCarl-ErikRidderstråle is re-elected Chairman of the Board ofDirectors. The Nomination Committee's motivated statement in respect of their proposal and other information regarding the proposed members of the Board ofDirectors and other information regarding the proposed members is available atwww.sectra.se/agm2015.

The Nomination Committee proposes thatGrant Thornton SwedenABis appointed as auditor until the close of the nextAGM.

It is proposed that director fees remain unchanged and amount to SEK185,000 for each of the external members of the Board and SEK370,000 for the Chairman of the Board. For theAuditCommittee it is proposed that fees amount to SEK20,000 for each of the external members of the Board and SEK40,000 for the Chairman of theAuditCommittee.No separate fees are paid for Remuneration Committee work. Furthermore, the Nomination Committee proposes that the audit fee shall be paid pursuant to approved account.

The Nomination Committee's proposal is supported byshareholders representing more than 65 per cent of the votes in the Company.

ResolutionregardingNominationCommittee, item12

The Nomination Committee proposes that theAGMdecides on the composition of the Nomination Committee in accordance with the following principles. The Chairman of the Board shall, not later than November 30, 2015, contact the three largest shareholders in the company(based on the numbers of votes), each of which is then entitled to appoint a member to the Nomination Committee. Should anyof the three largest shareholders waive the right to appoint a member to the Nomination Committee, the next shareholder in terms of the largest number of votes is offered the opportunityto appoint a member to the Nomination Committee. In addition, the Chairman of the Board is a member of the Nomination Committee. The Chairman of the Board convenes the Nomination Committee to the first meeting.

The member who represents the shareholder with the largest number of votes shall be appointed Chairman of the Nomination Committee. The Nomination Committee's mandate period extends until a newNomination Committee is appointed. Should a member resign from the Nomination Committee in advance, an alternate shall be appointed in accordance with the principles above. The composition of the Nomination Committee shall be announced not later than sixmonths prior to theAGM.

The Nomination Committee is composed based on the known shareholding of the companyas perOctober 31, 2015. If significant changes occur in ownership after the Nomination Committee is formed, the composition of the Nomination Committee can also be changed in accordance with the principles above.Changes in the Nomination Committee shall be disclosed immediately.

The Nomination Committee shall prepare and to theAGMpropose:

• Election of the Chairman of the Board and other members to the Board,
• Board fees divided between the Chairman of the Board and other members as well as anyremuneration for committee work,
• Election of and fees to the auditors and deputyauditors (if applicable),
• Resolution regarding principles for composition of the Nomination Committee, and
• Chairman of theAGM.

No fees are paid to members of the Nomination Committee.

Principles for remunerationandother terms of employment for senior executives of the company, item13

The Board proposes that the principles for remuneration and other terms of employment for senior executives of the company(which means the Managing Director and other members of the senior management) which was adopted at the 2014AGMshall continue to apply.

The remuneration to senior executives of the companyshall be based on market terms and should support the interests of the company's owners.Remuneration shall mainlyconsist of a fixed salaryelement, a variable salaryelement, pension benefits and other benefits; for example, use of a companycar. The pension benefits shall be in the form of premium.

The fixed salaryshall be determined taking into account the executive's experience, responsibilityand performance and shall be based on market conditions. The variable remuneration shall be in proportion to the executive's responsibilityand authority. In addition, it shall have a maximum limit and be based on fulfillment of goals that complywith the company's long-term interests. The variable portion shall,when applicable, be based on quantitative and qualitative goals, and maybe comprised byshare related instruments. The company's costs for the variable portion for the Managing Director and other persons in companymanagement shall amount to not more than 50 %of the fixed salarycosts.

The period of notice shall be not more than 12 months on the employee's side. In the event that notice is issued bythe company, the period of notice and the time during which severance payis paid out shall not together exceed a total of 24 months.

The normal retirement age shall be 65. Pensions shall be on market terms and based on defined-contribution pension solutions. The pension premium shall be maximized at 30 %of the fixed and variable salary.

Members of the Board ofDirectors with special competence shall receive remuneration on market terms for performed services outside his or her management assignment.Resolutions regarding such remuneration shall be dealtwith bythe Board ofDirectors, in which case the partyconcerned maynot take part in the discussions or the related decision.

Issues related to remuneration to companymanagement are handled bythe Managing Director.Remuneration to the Managing Director is determined bythe Board ofDirectors.

The Board ofDirectors shall be able to deviate from the guidelines for remuneration drawn up bytheAGM, if there are special reasons for so doing in individual instances.

Share split andautomatic redemptionof shares, item14

The Board ofDirectors proposes that theAGMresolves on a procedure for the automatic redemption of shares, in accordance with items 14 a - 14 c below.All resolutions are proposed to be conditional upon each other and adopted as one single resolution.Avalid resolution requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at theAGM.

Resolution to implement a share split (item 14 a)

The Board ofDirectors proposes that theAGMresolves to implement a share split,wherebyone share in Sectra is converted into two shares.One of these shares will be a so-called redemption share. The Board ofDirectors proposes that the record date for the share split shall be September 29, 2015.

Resolution to reduce the share capital through an automatic redemption of shares (item 14 b)

The Board ofDirectors proposes that the share capital is reduced bySEK18,751,667.50 through the redemption of 2,620,692 Series Ashares and 34,882,643 Series Bshares for repayment to the shareholders.

The shares to be redeemed are those shares which are referred to as redemption shares after shares have been split as described above. The price to be paid for each redemption share shall be SEK4.50. The maximum redemption amountwill thus be SEK168,765,008. The Board ofDirectors proposes that trading in redemption shares shall take place from September 30, 2015 throughOctober 9, 2015, and that the record date for the redemption of the redemption shares shall beOctober 13, 2015. Payment is expected to be made through Euroclear SwedenABaroundOctober 16, 2015.

Resolution to increase the share capital through a bonus issue (item 14 c)

In order to achieve a timelyand efficient redemption procedure,without having to obtain permission from the Swedish Companies RegistrationOffice or a court of law, the Board ofDirectors proposes to restore the company's share capital to its original amount byincreasing the company's share capital bySEK18,751,667.50 through a bonus issue via a transfer from the company's unrestricted equityto the company's share capital.No newshares will be issued in connection with the bonus issue. Upon completion of the bonus issue, the company's share capital will be restored to its original amount.

The Board ofDirectors' explanatorystatement and the auditors opinions thereon in accordance with Chapter 20, Section 8 of the Swedish Companies Act (2005:551) (the "Act"), as well as the Board ofDirectors' statement in accordance with Chapter 20, Section 13 of theAct and the auditors' statement in accordance with Chapter 20, Section 14 of theActwill be available at the company's offices in Linköping and on the company's website at the latest as ofAugust 17, 2015. Shareholders wishing to take part of these documents maynotifythe company,whereupon the documents will be sent bymail to the address provided.

Resolutionregardingauthorizationfor the Boardof Directors toissue new shares, item15

The Board ofDirectors proposes that theAGMresolves to authorize the Board ofDirectors to issue, on one or several occasions during the period until the nextAGM, not more than 3,700,000 Class Bshares for payment in cash, payment byset-off of claims or payment in kind, and that for issues where payment is made byset-off of claims or in kind, the Board ofDirectors shall be able to disregard the shareholders' preferential rights. The subscription price of the newshares shall be determined on the basis of the prevailing market price of the Class Bshares at the time of the issue. The purpose of the authorization is to facilitate the use of newly issued shares in connection with the implementation of or for the financing of acquisitions of companies or businesses or parts thereof and in connection with market investments.

Avalid resolution requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at theAGM.

Resolutionregardingauthorizationfor the Boardof Directors toacquire anddispose of the company's ownshares, item16

The Board ofDirectors proposes that theAGMresolves to authorize the Board ofDirectors to, on one or several occasions during the period until the nextAGM, resolve on the acquisition of shares of the company. Such shares maybe acquired up to a maximum amount not at anytime exceeding 10 %of the total number of shares issued bythe company.Acquisitions of shares shall be made either on Nasdaq Stockholm at a purchase price within the range of share prices registered at anygiven time for the Class Bshares, meaning the spread between the maximum buying rate and the minimum selling rate, or bywayof an offer to all shareholders,wherebythe purchase shall be made at a price which at the time of the decision corresponds at a minimum to the prevailing market price for the Class Bshares and at a maximum to 150 %of the prevailing market price for the Class Bshares. The same price shall applyfor Class Ashares and Class B shares.

The Board ofDirectors also proposes that the Board ofDirectors shall be authorized to resolve, on one or several occasions during the period until the nextAGM, to dispose all shares held bythe company, via Nasdaq Stockholm or in connection with the acquisition of companies or businesses or parts thereof, in connection with market investments, for hedging costs that mayarise relating to the company's incentive programs and for a continuous adaptation of the company's capital structure and therebycontributing to increased shareholders' value. The shareholders shall have a preferential right to acquire the shares in accordance with the provisions in the articles of association regarding the preferential right to subscribe for newshares, provided that the board of directors shall be entitled to deviate from the preferential right if the shares are paid for bywayof set-off or non-cash consideration or if the purpose with the disposal is to secure the costs that arise as a result of the company's incentive program.Adisposal of shares via Nasdaq Stockholm mayonlybe made at a price within the range of share prices registered at anygiven time.

Avalid resolution requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at theAGM.

The Board ofDirectors' motivated statement in accordance with Chapter 19, § 22 of theActwill be available at the company's offices in Linköping and on the company's website at the latest as ofAugust 17, 2015. Shareholders wishing to take part of these documents maynotifythe company,whereupon the documents will be sent bymail to the address provided.

Proposalregardingthe issue of convertibles toemployees, item17

The Board ofDirectors proposes that theAGMresolves to issue convertibles with a nominal value not exceeding SEK35,000,000. With disapplication of the shareholders' preferential rights, the employees of theGroup shall be entitled to subscribe for the convertibles.

The subscription price of the convertibles shall correspond to the nominal value. Subscription for the convertibles shall take place during the period November 3 – 11, 2015. The convertibles shall carryan annual interestwhich is determined for each period and shall be STIBOR(sixmonths) with addition of 2.25 %and shall mature for payment on December 31, 2018. The convertibles entitle the holder to conversion to Class Bshares. The conversion rate shall correspond to 127.5 %of the volume-weighted average of the price paid for the company's shares on Nasdaq Stockholm during the period September 30 –October 13, 2015.Conversion to Class Bshares shall take place during the period December 10 – 14, 2018.Allotment maynot be made to the extent that the dilution, at full conversion,would exceed 1 %of the share capital at the time of theAGM, provided that this shall also include the dilution that follows from the allotment of convertibles to members of the Board ofDirectors according to a proposal from shareholders.

The purpose of the deviation of the shareholders' preferential rights is to further strengthen the motivation of the employees regarding theGroup's long-term business and financial development and to increase the motivation and the feeling of belonging to the company. The Board ofDirectors considers it to be advantageous for the companyand for the company's shareholders to enable employees to be shareholders in SectraAB(publ) through this convertible program.

The proposal set forth above implies that the company's employees subscribe for convertibles entitling the holder to acquire shares in the company.Certain allocation of convertibles maybe made as part of certain employee's variable salary.According to Chapter 16 of theAct referring to certain private placements etc., a resolution regarding approval of the plan as set out above is valid onlywhere supported byshareholders representing at least nine-tenths of both the votes cast and the shares represented at theAGM.

Proposalregardingthe issue of convertibles tomembers of the Boardof Directors, item18

Further, shareholders representing more than 30 %of the votes in the Company, propose that theAGMresolves to issue convertibles with a nominal value not exceeding SEK3,500,000. With disapplication of the shareholders' preferential rights, external members of the Board ofDirectors in SectraAB(publ) shall be entitled to subscribe for the convertibles.

The issue price of the convertibles shall correspond to the nominal value. Subscription for the convertibles shall take place during the period November 3 – 11, 2015. The convertibles shall carryan annual interestwhich is determined for each period and shall be STIBOR(sixmonths) with addition of 2.25 %and shall mature for payment on December 31, 2019. The convertibles entitle the holder to conversion to Class Bshares. The conversion rate shall correspond to 137 %of the volumeweighted average of the price paid for the company's shares on Nasdaq Stockholm during the period September 30 –October 13, 2015.Conversion to Class B shares shall take place during the period December 9 – 13, 2019.Allotment maynot be made to the extent that the dilution, at full conversion,would exceed 1 %of the share capital at the time of theAGM, provided that this shall also include the dilution that follows from the allotment of convertibles to employees according to a proposal of the Board ofDirectors.

The purpose of the deviation of the shareholders' preferential rights is to further strengthen the motivation of the external members of the Board ofDirectors regarding theGroup's long term business development.

The proposal set forth above implies that the company's external Board members subscribe for convertibles entitling the holder to acquire shares in the company. According to Chapter 16 of theAct referring to certain private placements etc., a resolution regarding approval of the plan as set out above is valid onlywhere supported byshareholders representing at least nine-tenths of both the votes cast and the shares represented at theAGM.

Miscellaneous

Valid resolutions under items 14, 15 and 16 above require support of shareholders holding not less than two-thirds of both the votes cast and the shares represented at theAGM. Valid resolutions under items 17 and 18 above require support of shareholders holding at least nine-tenth of both the votes cast and the shares represented at theAGM.

The Board ofDirectors' and the shareholders' complete proposals will be available at the company's offices in Linköping and on the company's website www.sectra.se/agm2015 at the latest as ofAugust 17, 2015. Shareholders wishing to take part of these documents maynotifythe company,whereupon the documents will be sent bymail to the address provided.

In accordance with Chapter 7, Section 32 theAct (2005:551), at theAGMthe shareholders are entitled to request information from the Board ofDirectors and the Managing Director in respect of anycircumstances which mayaffect the assessment of a matter on the agenda and anycircumstances which mayaffect the assessment of the company's financial position.

At July30, 2015, the company's' share capital amounted to SEK37,503,335 distributed among a total of 37,503,335 shares, ofwhich 2,620,692 Class Ashares with ten votes each and 34,882,643 Class Bshares with one vote each, that is, a total of 61,089,563 votes.

The printedAnnual Reportwas sent during July2015 to newshareholders and shareholders who have notified the companythat theywish to receive a printed Annual Report, and it can also be ordered from the companyat the address above.

Linköping,August 2015 SectraAB(publ) The Board ofDirectors

The information in this press release is such that Sectra AB(publ) is obligated to disclose in compliance with the Swedish Securities and ClearingOperations Act. The information was submitted for publication on August 5, 2015, at 08:30 a.m.

For further information, please contact:

Dr. Torbjörn Kronander, CEO and President, Sectra AB, +46 (0) 705 23 52 27 Simo Pykälistö, CFO and Executive Vice President, SectraAB, +46 (0) 703 51 53 03

About the SectraGroup

Sectrawas founded in 1978 and has its roots in LinköpingUniversity in Sweden. The company's business operation includes cutting-edge products and services within the niche segments of medical ITand secure communication. Sectra has offices in 12 countries and operates through partners worldwide. Sales in the 2014/2015 fiscal year totaled SEK961 million. The Sectra share is quoted on theNasdaq Stockholmexchange. For more information, visit www.sectra.com