LINKÖPING, Sweden, Aug 7, 2018 /PRNewswire/ --
The shareholders of the medical imaging IT and cyber security
company Sectra AB (publ) are hereby invited to the Annual General
Meeting ("AGM") held on Thursday, September
6, 2018 at 3.30 p.m. (CET) at
Collegium, Teknikringen 7, Linköping, Sweden.
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.
Notification etc.
Shareholders wishing to attend the AGM shall be entered in the
register of shareholders held by Euroclear Sweden AB by
Friday, August 31, 2018, and notify
the Company of their intention to participate in the AGM by 4.00
p.m. CET on Friday, August 31,
2018.
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 August 31, 2018.
Notice of participation in the AGM shall be made in writing to
the company at Sectra AB (publ), AGM 2016, Teknikringen 20, SE-583
30 Linköping, Sweden. Notification
may also be made by telephone on +46
(0) 13 23 52 00 or by e-mail to
info.investor@sectra.com. When giving notice of participation, the
shareholder must state name, personal identity number or corporate
registration number, address, telephone number and 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 in
the AGM. Proxy forms for shareholders who wish to be represented by
proxy will be available on the company's website
www.sectra.com/agm, and will be sent to shareholders who request
it. Forms can also be ordered by phone, +46 (0)13-23 52 00, or by
e-mail at info.investor@sectra.com.
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.
- Resolutions regarding
(a) Adoption of the Profit and Loss Statement and the Balance
Sheet and the Consolidated Profit and Loss Statement and
Consolidated Balance Sheet.
(b) Allocation of the Company's profit according to the
adopted Balance Sheet.
(c) 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 and the
Chairman of the Board, and election of the auditor.
- Resolution regarding Nomination Committee.
- Resolution concerning the principles for remuneration and other
terms of employment for senior executives of the company.
- Share split and automatic redemption procedure, to
include
(a) resolution to implement a share split,
(b) resolution to reduce share capital through an automatic
redemption of shares, and
(c) resolution to increase share capital through a bonus
issue.
- Resolution regarding authorization for the Board of Directors
to issue shares.
- Resolution regarding authorization for the Board of Directors
to acquire and dispose of the Company's own shares.
- Resolution regarding the issue of convertibles to
employees.
- Resolution regarding the issue of convertibles to external
members of the Board of Directors.
- Other matters.
- Closing of the AGM.
Election of Chairman of the AGM, item 2
The Nomination Committee, consisting of the Chairman of the
Board of Directors Carl-Erik Ridderstråle, Torbjörn Kronander,
Jan-Olof Brüer and Jan Särlvik representing Nordea Investment
Funds, proposes that Per Nyberg is
elected Chairman of the AGM.
Dividend, item 8 b
The Board of Directors and the Managing Director propose that no
ordinary dividend is distributed for the financial year 2017/2018.
The Board of Directors instead proposes an automatic redemption
procedure as set out in item 14 below.
Board of Directors, items 9-11
The Nomination Committee proposes that the Board of Directors
shall comprise of seven members without any deputy directors.
Anders Persson, Christer Nilsson, Torbjörn Kronander,
Ulrika Hagdahl, Tomas Puusepp and Jan Olof Brüer are proposed to
be re-elected as members of the Board of Directors and Birgitta
Hagenfeldt elected as a new member of the Board of Directors.
Carl-Erik Ridderstråle and Jakob Svärdström have declined
re-election.
It is proposed that Jan Olof Brüer is elected as the new
Chairman of the Board of Directors.
Birgitta Hagenfeldt has an MBA and was born 1961. She is CFO and
deputy CEO of Avanza Bank Holding. For further information about
the proposed new member of the Board of Directors 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 and other information regarding the
proposed members is available at www.sectra.com/agm.
The Nomination Committee proposes that Grant Thornton Sweden AB
is appointed as auditor until the close of the next AGM.
It is proposed that director fees (same as previous year) 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 (same as previous year) amount
to SEK 40,000 for each of the external members of the Board
and SEK 80,000 for the Chairman of
the Audit Committee. No separate fees are paid for Remuneration
Committee work. Furthermore, the Nomination Committee proposes that
the audit fee shall be paid pursuant to approved account.
The Nomination Committee's proposal is supported by shareholders
representing more than 65% of the votes in the Company.
Resolution regarding Nomination Committee, item 12
The Nomination Committee proposes that the AGM decides on the
composition of the Nomination Committee in accordance with the
following principles. The Chairman of the Board shall, not later
than November 30, 2018, 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 is
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, 2018. 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
to 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 principles for composition of the
Nomination Committee, and
- Chairman of the AGM.
No fees are paid to members of the Nomination Committee.
Principles for remuneration and other terms of employment for
senior executives of the company, item 13
The Board proposes that the principles for remuneration and
other terms of employment for senior executives of the company
(which means the Managing Director and other members of the senior
management) which was adopted at the 2017 AGM shall continue to
apply.
The remuneration to senior executives of the company shall be
based on market terms and should support the interests of the
company's owners. Remuneration shall mainly consist of a fixed
salary element, a variable salary element, pension benefits and
other benefits; for example, use of a company car. The pension
benefits shall be in the form of premium.
The fixed salary shall be determined taking into account the
executive's experience, responsibility and performance and shall be
based on market conditions. The variable remuneration shall be in
proportion to the executive's responsibility and authority. In
addition, it shall have a maximum limit and be based on fulfillment
of goals that comply with the company's long-term interests. The
variable portion shall, when applicable, be based on quantitative
and qualitative goals, and may be comprised by share related
instruments. The company's costs for the variable portion for the
Managing Director and other persons in company management shall
amount to not more than 50% of the fixed salary costs.
The period of notice shall be not more than 12 months on the
employee's side. In the event that notice is issued by the company,
the period of notice and the time during which severance pay is
paid out shall not together exceed a total of 24 months.
The normal retirement age shall be 65. Pensions shall be on
market terms and based on defined-contribution pension solutions.
The pension premium shall be maximized at 30% of the fixed and
variable salary.
Members of the Board of Directors with special competence shall
receive remuneration on market terms for performed services outside
his or her management assignment. Resolutions regarding such
remuneration shall be dealt with by the Board of Directors, in
which case the party concerned may not take part in the discussions
or the related decision.
Issues related to remuneration to company management are handled
by the Managing Director. Remuneration to the Managing Director is
determined by the Board of Directors.
The Board of Directors shall be able to deviate from the
guidelines for remuneration drawn up by the AGM, if there are
special reasons for so doing in individual instances.
Share split and automatic redemption of shares, item
14
The Board of Directors proposes that the AGM resolves on a
procedure for the automatic redemption of shares, in accordance
with items 14 a - 14 c below. All resolutions are proposed to be
conditional upon each other and adopted as one single resolution. 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 to implement a share split (item 14 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 4,
2018.
Resolution to reduce the share capital through an automatic
redemption of shares (item 14
b)
The Board of Directors proposes that the share capital is
reduced by SEK 19,059,834.50 through the redemption of
2,620,692 Series A shares and 35,498,977 Series 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 price to be paid for each redemption share shall be
SEK 4.50. The maximum redemption amount will thus be
SEK 171,538,510.50. The Board of Directors proposes that
trading in redemption shares shall take place during the period
October 5–16, 2018, and that the record date for the redemption of
the redemption shares shall be October 18,
2018. Payment is expected to be made through Euroclear
Sweden AB around October 23,
2018.
Resolution to increase the share capital through a bonus
issue (item 14 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 19,059,834.50 through a bonus issue via a
transfer from the company's unrestricted equity to the company's
share capital. No new shares will be issued in connection with the
bonus issue. Upon completion of the bonus issue, the company's
share capital will be restored to its original amount.
The Board of Directors' explanatory statement and the auditors
opinions thereon in accordance with Chapter 20, Section 8 of the
Swedish Companies Act (2005:551) (the "Act"), as well as the
Board of Directors' statement in accordance with Chapter 20,
Section 13 of the Act and the auditors' statement in accordance
with Chapter 20, Section 14 of the Act will be available at the
company's offices in Linköping and on the company's website,
www.sectra.com/agm, at the latest as of August 16, 2018. 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 15
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 or in kind, 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 16
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
non-cash consideration 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, § 22 of the Act will be available at the company's
offices in Linköping and on the company's website,
www.sectra.com/agm, at the latest as of August 16, 2018. Shareholders wishing to take
part of these documents may notify the company, whereupon the
documents will be sent by mail to the address provided.
Proposal regarding the issue of convertibles to employees,
item 17
The Board of Directors proposes that the AGM resolves to issue
convertibles with a nominal value not exceeding SEK 35,000,000. With disapplication of the
shareholders' preferential rights, the employees of the Group shall
be entitled to subscribe for the convertibles.
The subscription price of the convertibles shall correspond to
the nominal value. Subscription for the convertibles shall take
place during the period October 1–11, 2018. The convertibles shall
carry no interest. The convertibles entitle the holder to
conversion to Class B shares. The conversion rate shall correspond
to 145.3% of the volume-weighted average of the price paid for the
company's shares on Nasdaq Stockholm on each trading day during the
period August 30–September 12, 2018, however not less than
SEK 100. Conversion to Class B shares
shall take place during the period January 10–14, 2022. Allotment
may not be made to the extent that the dilution, at full
conversion, would exceed 1% of the share capital at the time of the
AGM, provided that this shall also include the dilution that
follows from the allotment of convertibles to members of the Board
of Directors according to a proposal from shareholders.
The purpose of the deviation of the shareholders' preferential
rights is to further strengthen the motivation of the employees
regarding the Group's long-term business and financial development
and to increase the motivation and the feeling of belonging to the
company. The Board of Directors considers it to be advantageous for
the company and for the company's shareholders to enable employees
to be shareholders in Sectra AB (publ) through this convertible
program.
The subscription price for the convertibles is equal to their
market price according to an independent valuation. As a result
thereof, no social fees will be payable for the group as a result
of the issue of convertibles. Other costs for this plan as well as
for the plan in respect of the issue of convertibles to external
board members according to item 18 below, such as fees to external
advisors and costs for the administration of the program, is
estimated to be approximately SEK
500,000 for the duration of the convertibles.
The proposal set forth above implies that the company's
employees subscribe for convertibles entitling the holder to
acquire shares in the company. Certain allocation of convertibles
may be made as part of certain employee's variable salary.
According to Chapter 16 of the Act, which refers to certain private
placements etc., a resolution regarding the approval of the plan as
set out above is valid only where supported by shareholders
representing at least nine-tenths of both the votes cast and the
shares represented at the AGM.
Proposal regarding the issue of convertibles to external
members of the Board of Directors, item 18
Further, shareholders representing more than 34% of the votes in
the Company, propose that the AGM resolves to issue convertibles
with a nominal value not exceeding SEK
3,500,000. With disapplication of the shareholders'
preferential rights, external members of the Board of Directors in
Sectra AB (publ) shall be entitled to subscribe for the
convertibles.
The issue price of the convertibles shall correspond to the
nominal value. Subscription for the convertibles shall take place
during the period October 1–11, 2018. The convertibles shall carry
no interest. The convertibles entitle the holder to conversion to
Class B shares. The conversion rate shall correspond to 140.4% of
the volume-weighted average of the price paid for the company's
shares on Nasdaq Stockholm on each trading day during the period
August 30–September 12, 2018, however not less than SEK 100.
Conversion to Class B shares shall take place during the period
January 9–13, 2023. Allotment may not be made to the extent that
the dilution, at full conversion, would exceed 1% of the share
capital at the time of the AGM, provided that this shall also
include the dilution that follows from the allotment of
convertibles to employees according to a proposal of the Board of
Directors.
The purpose of the deviation of the shareholders' preferential
rights is to further strengthen the motivation of the external
members of the Board of Directors regarding the Group's long-term
business development.
The subscription price for the convertibles is equal to their
market price according to an independent valuation. As a result
thereof, no social fees will be payable for the group as a result
of the issue of convertibles. As described in item 17 above, other
costs for the plan according to item 17 as well as for this plan in
respect of the issue of convertibles to external board members,
such as fees to external advisors and costs for the administration
of the program, is estimated to be approximately SEK 500,000 for the duration of the
convertibles.
The proposal set forth above implies that the company's external
Board members subscribe for convertibles entitling the holder to
acquire shares in the company. According to Chapter 16 of the Act,
which refers to certain private placements etc., a resolution
regarding the approval of the plan as set out above is valid only
where supported by shareholders representing at least nine-tenths
of both the votes cast and the shares represented at the AGM.
Miscellaneous
Valid resolutions under items 14, 15 and 16 above require
support of shareholders holding not less than two-thirds of both
the votes cast and the shares represented at the AGM and valid
resolutions under items 17 and 18 above require support of
shareholders holding not less than nine tenths 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
(www.sectra.com/agm) at the latest as of August 16, 2018. 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 the Act (2005:551), 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, 2018, the company's'
share capital amounted to SEK
38,119,669 distributed among a total of 38,119,669 shares,
of which 2,620,692 Class A shares with ten votes each and
35,498,977 Class B shares with one vote each, that is, a total of
61,705,897 votes.
The printed Annual Report has on June 28,
2018 been published through a press release and on the
company's web site, www.sectra.com/annual_report. 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, August 2018
Sectra AB (publ)
The Board of Directors
This information constitutes information that Sectra AB
(publ) is obliged to make public pursuant to the Rule book for
Issuers at Nasdaq Stockholm. The information was submitted for
publication, through the agency of the contact person set out
below, at 8.20 a.m. (CET) on
August 7, 2018.
For further information, please contact:
Dr.
Torbjörn Kronander,
CEO and President Sectra AB,
4+6(0)705-23-52-27
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Notice to Annual
General Meeting Sectra 2018
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