Report from Sectra’s Annual General Meeting 2016 & Timetable for Redemption Program

The Annual General Meeting (AGM) of shareholders in Sectra AB was held 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. It will be possible to trade in Series B redemption shares (ISIN SECT IL B: SE0004296663) on Nasdaq Stockholm.

The timetable for the redemption procedure 2016 is as follows:

•  October 3: Last day of trading in Sectra shares before the split, including the right to redemption shares.
•  October 4: First day of trading in Sectra shares after the split, excluding the right to redemption shares.
•  October 5: Record date for the share split. Every share will be divided into two shares, of which one will be a redemption share and one an ordinary share.
•  October 6-17: Trading in redemption shares.
•  October 19: Record date for redemption of the redemption shares.
•  October 24: Preliminary date for payment of redemption settlement via Euroclear Sweden AB.

For more information about the redemption procedure, refer to Sectra’s website: www.sectra.com/redemption. Information about ISIN codes for ordinary shares before and after the share split is also available on the website. 

Other AGM resolutions

The AGM also adopted the following resolutions:

•  The AGM 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.
•  Erika Söderberg Johnson, Jan-Olof Brüer, 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 40,000 are to be paid to external members of the Board and SEK 80,000 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, with Mia Rutenius appointed as the new senior 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 October 31, 2016.
•  It was resolved to adopt unchanged principles for remuneration of and other terms of employment for company management.
•  The Board of Directors was authorized to make decisions regarding the new issue of not more than 3,700,000 Series B shares 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 disapply the preferential rights of shareholders.
•  The Board of Directors was authorized to make decisions regarding the acquisition or sale of Sectra shares. With respect to the disposal of treasury shares, shareholders are to 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 new shares, provided that the Board of Directors is to be entitled to deviate from the preferential right if the shares are paid for by way of 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 treasury 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.