Sectra’s Annual General Meeting 2022 – new Board member elected and resolution passed on share redemption program

Share redemption program 2022
The AGM resolved to transfer SEK 1 per share to the shareholders through a share redemption program. The total redemption amount will be a maximum of SEK 193.7 million. The redemption procedure will take place automatically, meaning that no action is required on the part of the shareholders. It will be possible to trade in Class B redemption shares (ISIN SECT IL B: SE0018245979) on Nasdaq Stockholm.

Timetable for the redemption procedure:

• Oct 7: Final day of trading in the Sectra share, including rights to redemption shares.

• Oct 10: First day of trading in the Sectra share, excluding rights to redemption shares.

• Oct 11: Record date for the share split in the redemption process. Each share is split into one redemption share and one common share.

• Oct 12–21: Trading in redemption shares.

• Oct 25: Record date to revoke redemption shares.

• Oct 28: Preliminary date for payment of redemption settlement from Euroclear Sweden.

For information about the redemption procedure, visit https://investor.sectra.com/redemption2022 

Performance-based incentive program
The AGM resolved on a long-term performance-based incentive program, LTIP 2022, which is to apply to a maximum of 1,100 employees in the Sectra Group. In brief, the program entails that employees who meet the requirements of LTIP 2022 will be allotted a determined number of share grants, whereby one share grant entitles the holder to receive one Class B share (performance share) free of charge after five years provided that the given performance conditions are met. In order to carry out the program and hedging measures, the AGM resolved on the following:

• Since only 453,406 out of a total of 1,000,000 Class B shares that the company holds from the previous program (LTIP 2021) will be needed, the remaining 546,594 Class B shares that the company holds will be used for LTIP 2022. 

• To authorize the Board, on one or more occasions during the period until the 2023 AGM, to increase the company’s share capital by a maximum of SEK 90,681.20 through the issue of a maximum of 453,406 Class C shares. The aim of the authorization and the reason for the deviation from the shareholders’ preferential rights in carrying out the share issue is to ensure delivery of the shares to LTIP 2022 participants and to cover any social security expenses related to the program.

• To allow the new shares to be subscribed for at a subscription price corresponding to the quotient value by a bank with which the company signs a cooperation agreement in order to facilitate the delivery of performance shares and the financing of costs for social security contributions as a result of the incentive program. Payment is to be made in cash.

• To authorize the Board of Directors to resolve, on one or more occasions until the 2023 AGM, on the repurchase of all Class C shares at a price corresponding to the share’s quotient value.

• That a maximum of 780,000 Class B shares (after conversion from Class C shares) may be transferred to participants in LTIP 2022 and a maximum of 220,000 Class B shares may be transferred on Nasdaq Stockholm, including by means of a financial intermediary, at a price per share that is within the registered range of share prices at the particular time, to finance the costs for social security contributions in accordance with the conditions of LTIP 2022.

Other AGM resolutions

The AGM also adopted the following resolutions: 

• The income statement and balance sheet were adopted, and it was resolved that the company’s profit was to be carried forward. The members of the Board and the President were discharged from liability for the 2021/2022 fiscal year. 

• Payment of fees amounting to 280,000 to external members of the Board and SEK 560,000 to the Chairman of the Board. For Audit Committee work, fees amounting to SEK 60,000 are to be paid to external members of the Board and SEK 120,000 to the Chairman of the Audit Committee. For Remuneration Committee work, no separate fees are to be paid. Audit fees are to be paid pursuant to approved accounts.

• Jan-Olof Brüer, Birgitta Hagenfeldt, Torbjörn Kronander, Anders Persson, Tomas Puusepp and Fredrik Robertsson were re-elected as Board members. Ulrika Unell was newly elected to the Board. Jan-Olof Brüer was re-elected as Chairman of the Board.

• Ernst & Young AB was re-elected as the company’s auditor with Andreas Troberg as Auditor in Charge. 

• The Remuneration Report presented for the 2021/2022 fiscal year was approved.

• Modified guidelines for salary and other remuneration to senior executives at Sectra.

• To authorize the Board, on one or more occasions during the period until the 2023 AGM, to decide on the issue of not more than 18,500,000 new Class B shares for consideration in the form of a cash payment, offsetting of debt or contribution in kind, whereby payment through offsetting of debt may deviate from the shareholders’ preferential rights. The intention is to enable newly issued shares to be used in conjunction with acquisitions of companies or operations, in full or in part, as well as in conjunction with market investments.

• To authorize the Board, on one or more occasions during the period until the 2023 AGM, to make decisions on the acquisition and divestment of all of the company’s treasury shares. A condition for the authorization is that the company’s holding of treasury shares at no time exceeds 10% of all shares in the company, including Class C shares held for fulfilment of incentive programs. 

The resolutions were passed in accordance with the proposals to the AGM that are available on https://investor.sectra.com/agm2022. 

The information in this press release is such that Sectra AB (publ) is obliged to make public pursuant to Nasdaq Stockholm’s Rule Book for Issuers. The information was submitted to the media for publication, through the agency of the contact person set out below, at 6:50 p.m. CEST on September 8, 2022.