LINKÖPING, Sweden, Aug. 6, 2020 /PRNewswire/ -- The shareholders
of the medical imaging IT and cyber security company Sectra AB
(publ) are hereby invited to the Annual General Meeting held on
Tuesday, September 8, 2020 at
3.30 p.m. (CET) at Collegium,
Teknikringen 7, Linköping, Sweden.
Extraordinary measures due to the COVID-19 pandemic
Sectra seeks to safeguard the wellbeing of its shareholders and
endeavours to help limit the spread of coronavirus in the best
possible way. The Board of Directors of Sectra has therefore
decided to implement certain precautionary measures in connection
with the Annual General Meeting ("AGM"). The following measures
will be taken:
- voting in advance (vote by mail) will be offered to the
shareholders;
- no food or drinks will be offered after the AGM and there will
be no open house at Sectra's office;
- the number of board members, senior executives and other
employees being present will be reduced and they may participate
via video or phone;
- the number of non-shareholders being present will be
reduced;
- the presentation by the CEO will be recorded and made available
on Sectra's website not later than Tuesday,
August 25, 2020, which is one week before the last day for
notification of an intention to participate at the AGM and to vote
by mail. Shareholders may by email info.investor@sectra.com, no
later than August 20, 2020, submit
questions that they wish to receive answers to during the
presentation.
Sectra carefully monitors the effects of the coronavirus and may
with short notice provide updated information via the company's
website, investor.sectra.com/agm2020.
Sectra encourages the shareholders to observe caution, to follow
the recommendations of the authorities and to take responsibility
for limiting the spread of the coronavirus. Sectra emphasizes the
importance of all shareholders considering the possibility not to
participate at the AGM in person and instead use the opportunity to
vote in advance or to participate by proxy as an alternative to
participating physically.
Notification etc.
Shareholders wishing to attend the AGM shall be entered in the
register of shareholders held by Euroclear Sweden AB on
Wednesday, September 2, 2020, and
notify the company of their intention to participate at the AGM by
4.00 p.m. CET on Wednesday, September
2, 2020.
Shareholders who hold their shares through nominees (Sw.
förvaltare) must request a temporary registration of the shares in
their own name with Euroclear Sweden AB to be able to participate
in the AGM. Shareholders who wish to obtain such registration must
contact the nominee regarding this well in advance of September 2, 2020.
Notification of participation at the AGM shall be made in
writing to the company at Sectra AB (publ), Annual General Meeting,
Teknikringen 20, SE-583 30 Linköping, Sweden by telephone on +46 (0) 13 23 52 00 or
by email to info.investor@sectra.com. When giving notification of
participation, the shareholder must state name, personal identity
number or corporate registration number, address, phone number,
shareholdings, and, if applicable, the name of any representative
or advisor (no more than two). Shareholders who are represented by
proxy should include such proxy together with the notification to
participate at the AGM. Proxy forms will be available on the
company's website investor.sectra.com/agm2020, and will be sent to
shareholders who request it and provides an address. Forms can also
be ordered by phone, +46 (0)13-23 52 00, or by email at
info.investor@sectra.com. For shareholders who choose to vote by
mail, a submitted vote by mail will be treated as a notification to
participate at the AGM, see below.
Voting in advance by way of vote by mail
The Board of Directors of Sectra has with reference to § 3 of
the act (2020:198) on temporary exceptions to facilitate the
execution of general meetings in companies and other associations
decided that shareholders may exercise their voting rights at the
AGM by way of voting in advance through vote by mail.
For shareholders who choose to vote by mail, a submitted vote by
mail will be treated as a notification to participate at the
AGM.
Voting by mail may be completed by way of:
- Sending a completed and signed form by post to Sectra AB
(publ), Annual General Meeting, c/o Euroclear AB, Box 191, SE-101
23 Stockholm, Sweden (mark the
envelope with "Voting by mail Annual General Meeting 2020") or
- Sending a completed and signed form by email to
GeneralMeetingService@euroclear.eu (refer to "Sectra AB - vote by
mail" in the subject line).
A link to a form for voting by mail is available on the
company's website, investor.sectra.com/agm2020.
Shareholders who are natural persons may choose to submit his or
her by mail votes electronically by BankID verification. A link to
digital vote by mail is available on the company's website,
investor.sectra.com/agm2020 and via
https://anmalan.vpc.se/EuroclearProxy/.
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, a written proxy must
be submitted.
The signed form must be submitted to Euroclear, who manages the
vote by mail on behalf of the company, no later than Wednesday, September 2, 2020. Electronic advance
voting through BankID verification must also be completed by such
date.
The shareholder may not add particular instructions or
conditions to the vote by mail. If such instructions or conditions
are added, the vote will be considered invalid. Additional
information and terms for the completion of the vote by mail have
been included in the form.
Proposed
Agenda
- Opening of the AGM.
- Election of a Chairman for the AGM.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of two persons to certify the minutes.
- Determination of whether the AGM has been duly convened.
- Presentation of the Annual Report and the Auditor's Report and
the Consolidated Annual Report and Consolidated Auditor's
Report.
- 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.
- Resolution regarding the allocation of the company's profit
according to the adopted Balance Sheet.
- Resolution regarding the discharge from liability towards the
company for the members of the Board of Directors and the Managing
Director.
- Resolution regarding the number of members of the Board of
Directors, auditors and deputies.
- Resolution regarding the fees for the Board of Directors and
the auditors.
- Election of the members of the Board of Directors.
- Election of the Chairman of the Board.
- Election of the auditor.
- Resolution regarding the establishment of a Nomination
Committee and an instruction to the Nomination Committee.
- Resolution regarding principles for salary and other forms of
remuneration for senior executives of the company.
- Resolution regarding a share split and an automatic redemption
procedure, including
(a) a resolution to implement a share split,
(b) a resolution to reduce the share capital through an automatic
redemption of shares, and
(c) a resolution to increase the share capital through a bonus
issue.
- Resolution regarding the authorization for the Board of
Directors to issue shares.
- Resolution regarding the authorization for the Board of
Directors to acquire and dispose of the company's own shares.
- Resolution regarding amendments to the Articles of
Association.
- Any other matter.
- Closing of the AGM.
Election of Chairman of the AGM, item 2
The Nomination Committee, consisting of the Chairman of the
Board of Directors Jan-Olof Brüer, Carl-Erik Ridderstråle, Torbjörn
Kronander, and Jan Särlvik representing Nordea Investment 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 Fredrik Ahlin, representing If Skadeförsäkring
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 and the Managing Director propose that no
ordinary dividend is distributed for the financial year 2019/2020.
The Board of Directors instead proposes an automatic redemption
procedure as set out in item 18 below.
Board of Directors etc, items 11-15
The Nomination Committee proposes that the Board of Directors
shall comprise of eight members without any deputy directors.
Anders Persson, Christer Nilsson, Torbjörn Kronander,
Tomas Puusepp, Birgitta Hagenfeldt,
Jan Olof Brüer and Jonas Yngvesson are proposed to be re-elected as
members of the Board of Directors and Fredrik Robertsson is
proposed to be elected as a new member of the Board of
Directors.
It is proposed that Jan Olof Brüer is re-elected Chairman of the
Board of Directors.
Fredrik Robertsson, born in 1967, is Group Chief Security
Officer at Ericsson, and has a previous career as Major General and
Chief Information Officer (CIO) in the Swedish National Defence.
For further information about Fredrik Robertsson reference is made
to the motivated statement of the Nomination Committee.
The Nomination Committee's motivated statement in respect of
their proposal and other information regarding the proposed members
of the Board of Directors is available at
investor.sectra.com/agm2020.
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 amount to SEK 225,000 for each of the external members of
the Board and SEK 450,000 for the
Chairman of the Board. For the Audit Committee it is proposed that
fees amount to SEK 50,000 for each of
the external members of the Board and SEK
100,000 for the Chairman of the Audit Committee. No separate
fees are paid for Remuneration Committee work. Furthermore, the
Nomination Committee proposes that the auditor's fee shall be paid
pursuant to approved account. All fees proposed are the same as
last year.
The Nomination Committee's proposal is supported by shareholders
representing more than 65% of the votes in the company.
Establishment of a Nomination Committee and instruction to
the Nomination Committee, item 16
The Nomination Committee proposes that the AGM decides to
establish a Nomination Committee and to adopt the following
instruction to the Nomination Committee.
The Chairman of the Board shall, not later than November 30 the year before the AGM 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 any of 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 shall
be offered the opportunity to 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 new Nomination 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 six
months prior to the AGM.
The Nomination Committee is composed based on the known
shareholding of the company as per October
31 each year. 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 the AGM
propose:
- Election of the Chairman of the Board and other members of the
Board,
- Board fees divided between the Chairman of the Board and other
members as well as any remuneration for committee work,
- Election of and fees to the auditors and deputy auditors (if
applicable),
- Resolution regarding any change to the instruction to the
Nomination Committee, if the Nomination Committee considers such a
change necessary, and
- Chairman of the AGM.
The Nomination Committee shall carry out its assignment in
accordance with the Swedish Corporate Governance Code, as
applicable from time to time (the "Code"). Accordingly, the members
of the Nomination Committee will look after the interests of all
shareholders and not disclose what may have taken place during the
work in the Nomination Committee. The Nomination Committee shall be
responsible for the company receiving any information about the
proposed members of the Board etc that the company needs in order
for the company to fulfill its obligations under the Code. The
company shall, if necessary, assist the Nomination Committee with
administration and the Nomination Committee shall be entitled to
take on costs for the company for such external advisors that the
Nomination Committee considers to be essential in order for it to
be able to complete its assignment. No fees are paid to members of
the Nomination Committee.
This instruction to the Nomination Committee shall remain in
force until the AGM determines differently.
Principles for salary and other forms of remuneration for
senior executives of the company, item 17
The Board of Directors proposes that the 2020 AGM resolve on the
following guidelines for salary and other forms of remuneration for
senior executives at Sectra. Compared with the guidelines adopted
by the 2019 AGM, these guidelines were developed and updated to
meet the new requirements following from Chapter 8, Sections 51-53
of the Companies Act (2005:551).
Scope and applicability of the guidelines
These guidelines cover the President and CEO, other members of
Group Management and, where applicable, remuneration to Board
members for work performed above and beyond their commission. The
guidelines will be applied to contractual remuneration, and changes
made to remuneration already contracted, after the guidelines are
adopted by the 2020 AGM.
The guidelines do not cover remuneration that has been resolved
on by the General Meeting of Shareholders. Board fees will not be
paid to executives employed in the Group.
The guidelines' promotion of the company's business strategy,
long-term interests and sustainability
Briefly, Sectra's business strategy entails developing and
selling products and services for medical IT and cybersecurity.
Helping our customers improve the efficiency and quality of patient
care and increase cybersecurity in critical functions of society is
the company's most significant contribution to a more sustainable
society. For more information about the company's business
strategy, refer to Sectra's latest Annual Report available at the
company's website, sectra.com.
Successfully implementing the company's business strategy and
looking after the company's long-term interests including
sustainability assumes that the company can recruit and retain
qualified employees. This requires the company to offer competitive
remuneration. These guidelines make it possible to offer senior
executives competitive total remuneration.
Long-term share-based incentive programs have been introduced at
the company in certain years. These programs are adopted, where
necessary, by the General Meeting of Shareholders and are thus not
covered by these guidelines.
Forms of remuneration, etc.
The terms and conditions of remuneration must emphasize
remuneration after performance, and vary in relation to the
individual's performance and the Group's earnings. Total
remuneration shall be on market terms and can consist of the
following components: fixed cash salary, variable cash
remuneration, pension benefits and other benefits.
Fixed remuneration
Fixed remuneration consists of a basic annual salary (the "Basic
Salary"), which is to be competitive in the relevant market and
reflect the responsibilities that the job entails. Salary levels
will be reviewed once a year to ensure continued competitiveness
and to reward individual performances.
Variable remuneration
Variable cash remuneration covered by these guidelines must be
intended to promote the company's business strategy and long-term
interests, including sustainability.
Variable cash remuneration will be based on predetermined and
measurable criteria. These criteria must be based on (i) financial
earnings (profit, financial efficiency and sales) or alternately
operational goals that over the long term are intended to lead to
solid financial results; (ii) share-related goals and (iii)
non-financial goals such as sustainability, customer satisfaction,
quality and corporate culture. They could also consist of
individually adapted quantitative or qualitative goals.
Meeting the criteria for disbursement of variable cash remuneration
should be measurable over a period of one or more years. Variable
cash remuneration can total a maximum of 50% of the Basic Salary as
regards financial, operative, non-financial and individually
adapted goals and a maximum of 25% as regards share-related goals
during the relevant measurement period.
When the measurement period for meeting the criteria for
disbursement of variable cash remuneration has concluded, the
extent to which the criteria were met must be determined. The
Remuneration Committee is responsible for the assessment regarding
variable cash remuneration to the CEO. As regards variable cash
remuneration to other executives, the CEO is responsible for the
assessment. As regards financial goals, the assessment must be
based on the latest financial information released by the
company.
In addition to variable remuneration that executives may receive
in accordance with these guidelines, the Board of Directors may
decide that such executives could be covered by programs for
variable remuneration that also cover personnel categories other
than senior executives such as all employees in the Group or in a
particular business area. Such programs must entitle all employees
(regardless of position) to the possibility of the same nominal
remuneration.
The Board of Directors must also have the legal or contractual
possibility - with the ensuing limitations - of demanding the
return in full of erroneously disbursed variable remuneration
(clawback). Such request for repayment must, where applicable, be
made within five years of the disbursement.
Pension and other benefits
For the CEO and other executives covered by these guidelines,
retirement and survivor benefits including health insurance must be
provided and are to be defined-contribution. Variable cash
remuneration must not be pensionable. Pension premiums must total a
maximum of 30% of the Basic Salary.
The executive must be provided with the possibility of
exchanging a portion of the Basic Salary with other benefits such
as life insurance, healthcare insurance and a company car, provided
that it is cost-neutral for the company.
As regards terms of employment subject to laws other than Swedish,
the company may make the proper adjustments concerning pension and
other benefits in order to comply with compulsory regulations or
local practice, in which case the overall goals of these guidelines
must be met to the greatest possible extent.
Period of notice
The period of notice must be linked to the age of the executive,
in accordance with the following policies.
Upon termination by the company or the executive, the period of
notice must be at most (i) 6 months, if at the time of termination
the executive is age 40 or younger; (ii) 12 months, if at the time
of termination the executive is age 41-50; (iii) 18 months, if at
the time of termination the executive is age 51-60; and (iv) 24
months, if at the time of termination the executive is age 61 or
older. From the date the executive turns 67, however, the period of
notice must be at most 6 months.
Salary and conditions of employment for employees
In preparing the Board's proposal for these remuneration
guidelines, salary and conditions of employment for the company's
employees were taken into account through information on total
employee remuneration, the components of remuneration and the
increase (and rate of increase) of the remuneration forming a part
of the basis for decision by the Board and the Remuneration
Committee in assessing the reasonableness of the guidelines and the
ensuing limitations.
The decision-making process for adopting, reviewing and
implementing the guidelines
The Board of Directors has set up a Remuneration Committee, the
tasks of which include preparing the Board's decisions on proposals
for guidelines on remuneration to senior executives. The Board of
Directors will draw up proposals for new guidelines at least once
every four years, and present the proposal for resolution by the
AGM. The guidelines will be in force until new guidelines are
adopted by the General Meeting of Shareholders.
Remuneration to the CEO and, where applicable, Board members
(above and beyond ordinary remuneration resolved on by
shareholders' meetings) is decided by the Board based on the
recommendations of the Remuneration Committee. Remuneration to
other executives is determined by the CEO. The Remuneration
Committee must also monitor and evaluate programs for variable
remuneration to Group Management, the application of guidelines for
remuneration to senior executives and applicable remuneration
structures and remuneration levels in the company. The members of
the Remuneration Committee are independent in relation to the
company and Group Management. To the extent they are affected by
such issues, neither the CEO nor other members of Group Management
are present when the Board discusses and decides on issues related
to remuneration.
Departures from the guidelines
The Board of Directors may decide to temporarily depart from the
guidelines in full or in part if, in an individual case, there are
particular reasons to do so and a departure is necessary to
safeguard the company's long-term interests including its
sustainability, or to ensure the company's financial strength. As
indicated above, the tasks of the Remuneration Committee include
preparing Board decisions on remuneration issues, which
includes decisions on departures from the guidelines.
Share split and automatic redemption of shares, item
18
The Board of Directors proposes that the AGM resolves on a
procedure for the automatic redemption of shares, in accordance
with items 18 a - 18 c below. All resolutions are proposed to be
conditional upon each other and adopted as one single resolution. A
valid resolution requires the approval of shareholders representing
at least two-thirds of both the votes cast and the shares
represented at the AGM.
Resolution to implement a share split (item 18 a)
The Board of Directors proposes that the AGM resolves to
implement a share split, whereby one share in Sectra is converted
into two shares. One of these shares will be a so-called redemption
share. The Board of Directors proposes that the record date for the
share split shall be October 6,
2020.
Resolution to reduce the share capital through an automatic
redemption of shares (item 18
b)
The Board of Directors proposes that the share capital is
reduced by SEK 19,253,010 through the
redemption of 2,620,692 Class A shares and 35,885,328 Class B
shares 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 amount payable for each redemption share shall be
SEK 4.50. The maximum redemption
amount will thus be SEK 173,277,090.
The Board of Directors proposes that trading in redemption shares
shall take place during the period October
7-16, 2020, and that the record date for the redemption of
the redemption shares shall be October 20,
2020. Payment is expected to be made through Euroclear
Sweden AB around October 23,
2020.
Resolution to increase the share capital through a bonus
issue (item 18 c)
In order to achieve a timely and efficient redemption procedure,
without having to obtain permission from the Swedish Companies
Registration Office or a court of law, the Board of Directors
proposes to restore the company's share capital to its original
amount by increasing the company's share capital by SEK 19,253,010 through a bonus issue without
issuing new shares via a transfer from the company's unrestricted
equity to the company's share capital. Upon completion of the bonus
issue, the company's share capital will be restored to its original
amount.
The Board of Directors' explanatory statement in connection with
the proposal to reduce the share capital and the auditors opinions
thereon in accordance with Chapter 20, Section 8 of the Companies
Act, as well as the Board of Directors' statement in accordance
with Chapter 20, Section 13 of the Companies Act and the auditors'
statement in accordance with Chapter 20, Section 14 of the
Companies Act will be available at the company's offices in
Linköping and on the company's website,
investor.sectra.com/agm2020, at the latest as of August 18, 2020. Shareholders wishing to take
part of these documents may notify the company, whereupon the
documents will be sent by mail to the address provided.
Resolution regarding authorization for the Board of Directors
to issue new shares, item 19
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
3,700,000 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 20
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% of the total number of shares
issued by the company. 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% 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,
investor.sectra.com/agm2020, at the latest as of August 18, 2020. Shareholders wishing to take
part of these documents may notify the company, whereupon the
documents will be sent by mail to the address provided.
Amendments to the Articles of Association, item 21
The Board of Directors proposes the following amendments of the
Articles of Association, all of which are due to changes in
law:
Current
wording
|
Proposed
wording
|
§ 1
Registered name The registered
name of the Company is Sectra Aktiebolag (publ), corporate
registration number 556064-8304.
|
§ 1
Company name The company name of
the Company is Sectra Aktiebolag (publ), corporate registration
number 556064-8304.
|
§ 10 Notification of attendance Shareholders who wish to
participate in a General Meeting of Shareholders shall be
recorded as a shareholder in a print-out or other manifestation of
the share register five days before the meeting, as set out in
Chapter 7 Section 28 third paragraph of the Companies Act
(2005:551) and shall notify their names, and if applicable
the names of any assistants who will be accompanying them, to the
Company not later than the day stipulated in the notice convening
the General Meeting. The latter mentioned day must not be a Sunday,
any other public holiday, a Saturday, Midsummer's Eve, Christmas
Eve or New Year's Eve, and must not be earlier than five days
before the Meeting.
|
§ 10 Notification
of attendance Shareholders who wish to participate in a General
Meeting of Shareholders shall notify their names, and if applicable
the names of any assistants who will be accompanying them, to the
Company not later than the day stipulated in the notice convening
the General Meeting. The latter mentioned day must not be a Sunday,
any other public holiday, a Saturday, Midsummer's Eve, Christmas
Eve or New Year's Eve, and must not be earlier than five days
before the Meeting.
|
§ 12 Record date The shareholder or nominee who is registered
on the record date in the share register and in a central
securities depository register pursuant to Chapter 4 of the
Financial Instruments Accounts Act (1998:1479) or any person who is
registered in a central securities depository account pursuant to
Chapter 4, Section 18 first paragraph 6-8 of the mentioned Act,
shall be deemed to be authorised to exercise the rights set out in
Chapter 4, Section 39 of the Companies Act (2005:551).
|
§ 12 Record
date The shareholder or nominee who is registered on the record
date in the share register and in a central securities depository
register pursuant to Chapter 4 of the Central Securities
Depositories and Financial Instruments Accounts Act (1998:1479)
or any person who is registered in a central securities depository
account pursuant to Chapter 4, Section 18 first paragraph 6-8 of
the mentioned Act, shall be deemed to be authorised to exercise the
rights set out in Chapter 4, Section 39 of the Companies Act
(2005:551).
|
Miscellaneous
Valid resolutions under items 18-21 above require 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,
investor.sectra.com/agm2020 at the latest as of August 18, 2020. Shareholders wishing to take
part 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, 2020, the company's'
share capital amounted to SEK
38,506,020 distributed among a total of 38,506,020 shares,
of which 2,620,692 Class A shares with ten votes each and
35,885,328 Class B shares with one vote each, that is, a total of
62,092,248 votes.
The printed Annual Report has on July 1,
2020 been made public through a press release and on the
company's web site, investor.sectra.com/annual-reports. The Annual
Report has been distributed to shareholders who have notified the
company that they wish to receive the printed version, but it can
also be ordered from the company at the address above.
Linköping, Sweden, August 2020
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. (CET) on
August 6, 2020.
For additional information, please contact:
Torbjörn Kronander, CEO and President Sectra AB
Phone +46 13 23 52 27,
email torbjorn.kronander@sectra.com
About Sectra
Sectra assists hospitals throughout the world to enhance the
efficiency of care, and authorities and defense forces in
Europe to protect society's most
sensitive information. Thereby, Sectra contributes to a healthier
and safer society. The company was founded in 1978, has its head
office in Linköping, Sweden, with
direct sales in 19 countries, and operates through partners
worldwide. Sales in the 2019/2020 fiscal year totaled
SEK 1,661 million. The Sectra
share is quoted on the Nasdaq Stockholm exchange. For more
information, visit https://sectra.com/.
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/sectra/r/notice-of-annual-general-meeting-in-sectra-ab--publ-,c3164396
The following files are available for download:
https://mb.cision.com/Main/1263/3164396/1287608.pdf
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Notice of Annual
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SOURCE Sectra