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Sectra — AGM Information 2016
Sep 7, 2016
2967_rns_2016-09-07_5e9e66fb-5692-4f52-b8cd-7cf544fb1728.pdf
AGM Information
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Report from Sectra's Annual General Meeting 2016 and timetable for redemption program to transfer SEK 4.50 per share to shareholders
Linköping, Sweden, September 7, 2016 – The Annual General Meeting (AGM) of shareholders in Sectra AB (STO: SECT B) washeld on September 6, 2016. In accordance with a motion from the Board of Directors, the AGM resolved to transfer SEK 4.50 per share to shareholders through a redemption procedure. The resolution entails that approximately SEK 169.6 million will be distributed to shareholders.
The redemption procedure is automatic, meaning that no action is required from the shareholders. Itwill be possible to trade in Series Bredemption shares (ISIN SECTIL B: SE0004296663) on Nasdaq Stockholm.
The timetable for the redemption procedure 2016 is as follows:
- October 3: Last dayof trading in Sectra shares before the split, including the right to redemption shares.
- October 4: First dayof trading in Sectra shares after the split, excluding the right to redemption shares.
- October 5:Record date for the share split. Everyshare will be divided into two shares, ofwhich one will be a redemption share and one an ordinaryshare.
- October 6-17: Trading in redemption shares.
- October 19:Record date for redemption of the redemption shares.
- October 24: Preliminarydate for payment of redemption settlement via Euroclear SwedenAB.
For more information about the redemption procedure, refer to Sectra's website:www.sectra.com/redemption. Information about ISINcodes for ordinaryshares before and after the share split is also available on the website.
Other AGMresolutions
TheAGMalso adopted the following resolutions:
- TheAGMadopted the income statement and balance sheet, and discharged the Board ofDirectors and President from liabilityfor the fiscal year. In accordance with a motion from the Board ofDirectors, itwas resolved that profits were to be carried forward.
- Erika Söderberg Johnson, Jan-Olof Brüer, Torbjörn Kronander,Anders Persson,Christer Nilsson,Carl-ErikRidderstråle and Jakob Svärdström were reelected as Board members.Carl-ErikRidderstråle was reelected as Chairman of the Board.
- Payment of fees amounting to SEK185,000 to external members of the Board and SEK370,000 to the Chairman of the Board. ForAuditCommittee work, fees amounting to SEK40,000 are to be paid to external members of the Board and SEK80,000 to the Chairman of theAuditCommittee.No separate fees are to be payable for work on the Remuneration Committee.
- Grant Thornton SwedenABwas reelected as the auditor, with Mia Rutenius appointed as the newsenior auditor.
- Itwas resolved to appoint a Nomination Committee comprising four members, ofwhom 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 companyatOctober 31, 2016.
- Itwas resolved to adopt unchanged principles for remuneration of and other terms of employment for companymanagement.
- The Board ofDirectors was authorized to make decisions regarding the newissue of not more than 3,700,000 Series Bshares for payment in the form of cash and the offsetting of debt or cash-in-kind payment. For the offsetting of debt and cash-in-kind payment, the Board was authorized to disapplythe preferential rights of shareholders.
- The Board ofDirectors was authorized to make decisions regarding the acquisition or sale of Sectra shares. With respect to the disposal of treasuryshares, shareholders are to have a preferential right to acquire the shares in accordance with the provisions in theArticles ofAssociation regarding the preferential right to subscribe for newshares, provided that the Board ofDirectors is to 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 of the disposal is to secure the costs that arise as a result of the company's incentive program. The authorization is limited in that the company's holding of treasuryshares maynot, at anytime, exceed 10%of all the shares in the company.
- Itwas resolved to issue convertible debentures for a total nominal amount of not more than SEK35,000,000. The convertible debentures are to be offered for subscription toGroup employees.
- Itwas resolved to issue convertible debentures for a total nominal amount of not more than SEK3,500,000. The convertible debentures are to be offered for subscription to external members of the Board.
The resolutions were made in accordance with the motions submitted to theAGM,which are available on the Sectra website www.sectra.com/agm2016.
This information constitutes information that Sectra AB(publ) is obliged to make public. The information was submitted to the media for publication, through the agency of the contact person set out below, at 8:10 a.m.CETon September 7, 2016.
For further information, please contact:
Dr. Torbjörn Kronander, CEO and President Sectra AB, 46 (0) 705 23 52 27
About Sectra
Theworld needs more efficient healthcare and increased security in society's communication and ITsystems. Sectra plays a key role in meeting these needs. Sectra assists hospitals throughout theworld to enhance the efficiency of care, and authorities and defense forces in Europe to protect society's most sensitive information. The company was founded in 1978, has its head office in Linköping, Sweden, with subsidiaries in 14 countries, and operates through partners worldwide. Sales in the 2015/2016 fiscal year totaled SEK1,073 million. The Sectra share is quoted on theNasdaq Stockholmexchange. For more information, visit www.sectra.com.