Notice of Annual General Meeting in Sectra AB (publ)

Shareholders who attend the AGM are invited to visit Sectra’s office at Teknikringen 20 in Linköping after the AGM, where the company will treat visitors with a light meal and show its products designed for a healthier and safer society.

Registration and notification

A shareholder wishing to attend the Annual General Meeting of Shareholders shall

be entered as a shareholder in the register of shareholders held by Euroclear Sweden AB as of Monday, September 1, 2025, and

no later than Wednesday, September 3, 2025 provide notification to the company in accordance with the instructions in this Notice. For shareholders that choose to submit a postal vote, such postal vote is deemed to be a notification for the AGM, see below.

A shareholder who wishes to participate in the AGM and who holds its shares through a nominee (Sw. förvaltare) must arrange for the shares to be registered in its name so that the shareholder is registered in the register of shareholders as of the record date September 1, 2025. Such a registration can be temporary (so-called voting registration) and shall be requested with the nominee according to the nominee’s requirements at such time in advance as is determined by the nominee. A voting registration that has been completed by the nominee no later than September 3, 2025 will be taken into account when preparing the register of shareholders.

A notification to participate in the AGM shall be submitted in writing by post to Sectra AB (publ), Annual General Meeting, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm or by phone +46-8-402 58 70. A notification to participate can also be submitted via Euroclear Sweden AB’s website https://anmalan.vpc.se/euroclearproxy/ by way of BankID verification.

A notification shall include the shareholder’s name, personal or corporate registration number, address and phone number and, if relevant, information about any proxy holder or accompanying assistant (not more than two). Proxy holders and representatives of legal entities must submit their proxies in original copies, certificates of registration and other documents of authority well in advance of the AGM on the address set forth above. Proxy forms will be available on the company’s website, https://investor.sectra.com/agm2025 will be sent to shareholders who request it and provides an address. Forms can also be ordered by phone, +46-13-23 52 00, or by e-mail at info.investor@sectra.com.

Postal voting

The Board of Directors of Sectra has with reference to § 12 in the Articles of Association decided that shareholders shall be entitled to exercise their voting right at the AGM by way of postal voting pursuant to chapter 7 § 4a of the Companies Act (2005:551).

For shareholders who choose to vote by post, a submitted postal vote is deemed to be a notification for the meeting.

In order to submit a postal vote, the shareholders shall use a particular form. The form is available on the company’s website, https://investor.sectra.com/agm2025 and will be sent to shareholders at their request. A completed and signed form shall be sent:

• by post to Sectra AB (publ), c/o Euroclear AB, “Annual General Meeting”, Box 191, 101 23 Stockholm, Sweden or
• by way of e-mail to generalmeetingservice@euroclear.com (refer to “Sectra AB – Postal voting” in the subject line).

The signed form must be submitted to Euroclear Sweden AB no later than September 3, 2025.

Shareholders who are individuals may choose to submit his or her vote digitally by BankID verification via Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy/. Such digital votes must be submitted no later than September 3, 2025.

For shareholders who are legal entities, a certificate of registration or other documentation to prove authority must be submitted together with the form.

If the shareholder is represented by proxy (see above regarding obtaining a proxy form), a written proxy must be submitted together with the form for postal vote.

The shareholder may not add particular instructions or conditions to the postal vote. If such instructions or conditions are added, the vote will be considered invalid. Additional information and terms for the completion of the postal vote have been included in the form.

Personal data

For information on how personal data is processed in relation to the AGM, reference is made to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Proposed Agenda

1. Opening of the AGM.
2. Election of a Chairman for the AGM.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons to certify the minutes.
6. Determination of whether the AGM has been duly convened.
7. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Annual Report and Consolidated Auditor’s Report.
8. Resolution regarding the adoption of the Profit and Loss Statement and the Balance Sheet and the Consolidated Profit and Loss Statement and Consolidated Balance Sheet.
9. Resolution regarding the allocation of the company’s profit according to the adopted Balance Sheet.
10. Resolution regarding the discharge from liability towards the company for the members of the Board of Directors and the Managing Director.
11. Resolution regarding the number of members of the Board of Directors, auditors and deputies.
12. Resolution regarding the fees for the Board of Directors and the auditors.
13. Election of the members of the Board of Directors.
14. Election of the Chairman of the Board.
15. Election of the auditor.
16. Resolution regarding the approval of the remuneration report.
17. Resolution regarding the authorization for the Board of Directors to issue shares.
18. Resolution regarding the authorization for the Board of Directors to acquire and dispose of the company’s own shares.
19. Any other matter.
20. Closing of the AGM.
     

Election of Chairman of the AGM, item 2

The Nomination Committee, consisting of Jan-Olof Brüer (Chairman of the Board of Directors and representing his own and related parties’ holdings), Torbjörn Kronander (representing his own and related parties’ holdings), Mats Andersson (representing Nordea Investment Funds) and Patrik Jönsson (Chairman of the Nomination Committee and representing SEB Funds), proposes that Per Nyberg or, in case he is unable to serve, the person suggested by the Nomination Committee, is elected Chairman of the AGM.

Election of two persons to certify the minutes, item 5

The Nomination Committee proposes that Patrik Jönsson, representing SEB Funds, and Robert Forchheimer or, in case anyone of them is or both of them are unable to serve, the person or persons suggested by the Nomination Committee, are elected to certify the minutes.

Dividend, item 9

The Board of Directors proposes an ordinary dividend of SEK 1,10 per share and an extraordinary dividend of SEK 1,00 per share. It is proposed that the record date for being entitled to receive dividends shall be Thursday, September 11, 2025. If the AGM decides in accordance with the proposal by the Board of Directors, dividends are expected to be paid on Tuesday, September 16, 2025 through Euroclear Sweden AB.

Board of Directors etc, items 11-15

The Nomination Committee proposes that the Board of Directors shall comprise of seven members and two deputies. Anders Persson, Torbjörn Kronander, Tomas Puusepp, Birgitta Hagenfeldt, Jan-Olof Brüer, Fredrik Robertsson and Ulrika Unell are proposed to be re-elected as members of the Board of Directors. Michael Brüer and Joel Kronander are proposed to be re-elected as deputies.

It is proposed that Jan-Olof Brüer is re-elected Chairman of the Board of Directors.

The Nomination Committee’s statement in respect of their proposal and other information regarding the proposed members of the Board of Directors is available at https://investor.sectra.com/agm2025.

The Nomination Committee proposes that Ernst & Young AB is appointed as auditor until the close of the next AGM. Ernst & Young AB has announced that if the AGM approves of the proposal, Authorized Public Accountant Andreas Troberg will be the Auditor in Charge.

It is proposed that director fees shall amount to SEK 350,000 (previously SEK 330,000) for each of the external members of the Board and to SEK 700,000 (previously SEK 660,000) for the Chairman of the Board. For Audit Committee work it is proposed that fees shall amount to SEK 75,000 (previously SEK 70,000) for each of the external members and to SEK 150,000 (previously SEK 140,000) for Chairman of the Audit Committee. In addition, it is proposed that for the Remuneration Committee fees shall amount to SEK 35,000 (previously SEK 30,000) for each of the external members and 70,000 (30,000) for the Chairman of the Remuneration Committee. It is also proposed that fees to each of the deputies shall amount to SEK 175,000 (previously SEK 165,000). Finally, the Nomination Committee proposes that the auditor’s fee shall be paid pursuant to approved account.

The Nomination Committee's proposal is supported by shareholders representing more than 65 percent of the votes in the company.

Approval of the remuneration report, item 16

The Board of Directors proposes that the AGM resolve to approve the remuneration report by the Board of Directors according to Chapter 8 Section 53a of the Companies Act (2005:551).

Resolution regarding authorization for the Board of Directors to issue new shares, item 17

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to issue, on one or several occasions, during the period until the next AGM, not more than 18,500,000 Class B shares for payment in cash, payment by set-off of claims or payment in kind, and that for issues where payment is made by set-off of claims, the Board of Directors shall be able to disregard the shareholders’ preferential rights. The subscription price of the new shares shall be determined on the basis of the prevailing market price of the Class B shares 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.

A valid resolution requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

Resolution regarding authorization for the Board of Directors to acquire and dispose of the company’s own shares, item 18

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to, on one or several occasions, during the period until the next AGM, resolve on the acquisition of shares of the company. Such shares may be acquired up to a maximum amount not at any time exceeding 10 percent of the total number of shares issued by the company (including such shares that are acquired for the fulfillment of incentive programs). Acquisitions of shares shall be made either on Nasdaq Stockholm at a purchase price within the range of share prices registered at any given time for the Class B shares, meaning the spread between the maximum buying rate and the minimum selling rate, or by way of an offer to all shareholders, whereby the 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 B shares and at a maximum to 150 percent of the prevailing market price for the Class B shares. The same price shall apply for Class A shares and Class B shares.

The Board of Directors also proposes that the Board of Directors shall be authorized to resolve, on one or several occasions during the period until the next AGM, to dispose all shares held by the 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 may arise relating to the company’s incentive programs and for a continuous adaptation of the company’s capital structure and thereby contributing 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 new shares, provided that the board of directors shall be entitled to deviate from the preferential right if the shares are paid for by way of set-off or if the purpose with the disposal is to secure the costs that arise as a result of the company’s incentive program. A disposal of shares via Nasdaq Stockholm may only be made at a price within the range of share prices registered at any given time.

A valid resolution requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the AGM.

The Board of Directors’ motivated statement in accordance with Chapter 19, Section 22 of the Companies Act will be available at the company’s offices in Linköping and on the company’s website, https://investor.sectra.com/agm2025, at the latest as of August 19, 2025. Shareholders wishing to take part of the statement may notify the company, whereupon it will be sent by mail to the address provided.

Miscellaneous

Valid resolutions under items 17 and 18 above require the support of shareholders holding not less than two-thirds of both the votes cast and the shares represented at the AGM.

The Board of Directors’ complete proposals will be available at the company’s offices in Linköping and on the company’s website, https://investor.sectra.com/agm2025 at the latest as of August 19, 2025. This is also where the annual report, which was made public on 3 July 2025, is available. Shareholders wishing copies of these documents may notify the company, whereupon the documents will be sent by mail to the address provided.

In accordance with Chapter 7, Section 32 of the Companies Act, at the AGM the shareholders are entitled to request information from the Board of Directors and the Managing Director in respect of any circumstances which may affect the assessment of a matter on the agenda and any circumstances which may affect the assessment of the company’s financial position.

At July 31, 2025, the company’s’ share capital amounted to SEK 39,024,179 allocated among a total of 195,120,895 shares, of which 13,103,460 Class A shares with ten votes each and 182,017,435 Class B shares with one vote each, that is, a total of 313,052,035 votes. The company owns 2,453,406 Class B-shares which cannot be represented at the AGM.

 

Linköping in August 2025

Sectra AB (publ)

The Board of Directors

 

This information constitutes information that Sectra AB (publ) is obliged to make public pursuant to Nasdaq’s Nordic Main Market Rule Book for Issuers of Shares. The information was submitted for publication, through the agency of the contact person set out below, at 8.20 a.m. (CEST) on August 5, 2025.