LINKOPING, Sweden, May 28, 2003 (PRIMEZONE) -- Annual General Meeting of shareholders in Sectra AB will be held at 4 p.m. on Thursday June 26, 2003 at Collegium, Teknikringen 7, Linkoping, Sweden. Enclosed you find a copy of the notice which today has been published in the Swedish newspapers Svenska Dagbladet and PoIT.
For further information, please contact: Sectra AB, Dr. Jan-Olof Bruer, President and CEO +46 13 23 52 09 job@sectra.se
Visit Sectras website http://www.sectra.com
About Sectra
Sectra has its roots in Linkoping Technical University and is one of Sweden's fastest growing high-tech companies in the IT area. Since the mid-1980s, Sectra has successfully conducted development and sales of high-technology medical IT and telecommunications products. Today, the business includes products in medical systems, secure communication systems and wireless information systems.
Business is conducted in six countries with a total of 274 employees. Sales for the fiscal year May 2002-April 2003 reached SEK 503 million. Since March 1999, Sectra's shares have been quoted on the O list of the Stockholm Exchange.
Copy of the notice to Annual General Meeting of shareholders in Sectra AB
The shareholders of Sectra AB (publ) are hereby invited to the Annual General Meeting of shareholders held on Thursday 26 June 2003 at 4.00 p.m. at Collegium, Teknikringen 7-9, Linkoping, Sweden.
Right to participate
Shareholders who wish to attend the General Meeting shall have entered to the share ledger at VPC AB at the latest on Monday 16 June 2003, and give notice of his or her attendance to the company no later than on Monday 23 June 2003 at 4.00 p.m.
Owners with nominee registered shares must, by notifying the nominee, in order to participate at the General Meeting temporarily register the shares in his or her own name well in advance of 16 June 2003.
Notice
Notice of attendance at the General Meeting shall be made in writing to Sectra AB, Teknikringen 20, 583 30 Linkoping, by phone: +46 13 23 52 00, by fax +46 13 21 21 85, or by e-mail to info@sectra.se. When giving notice of participation, the shareholder should state name, personal identity number/registration number, address, telephone number, and when relevant, name of representative or advisor. Shareholders shall also, when relevant, submit power of attorneys, certificates of registration and other documents indicating authorisation together with the notice of participation.
Proposed Agenda
1 Opening of the General Meeting.
2 Election of Chairman of the General Meeting.
3 Preparation and approval of the voting list.
4 Approval of the agenda.
5 Election of secretary and one or two persons to certify
the minutes.
6 Establishment of whether the meeting 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
a) regarding adoption of the Profit and Loss Statement and
the Balance Sheet and the Consolidated Profit and Loss
Statement and Consolidated Balance Sheet.
b) regarding allocation of the company's profit according to
the adopted Balance Sheet.
c) regarding discharge from liability for the members of the
Board of Directors and the Managing Director.
9 Resolution regarding the number of members of the Board of
Directors and Auditors.
10 Resolution regarding the fees for the Board of Directors
and for the Auditors.
11 Election of the members of the Board of Directors and
Auditors.
12 Resolution regarding authorisation for the Board of
Directors to issue shares.
13 Resolution regarding the issue of convertible debentures.
14 Resolution regarding the grant of further stock options
according the company's Global Share Option Plan and
resolution regarding authorisation for the Board of
Directors to issue subordinated debentures with detachable
warrants.
15 Other matters.
16 Closing of the General Meeting.
Dividend, item 8 b
The Board of Directors proposes that a dividend of SEK 0.50 per share shall be distributed , i.e. a total of SEK 16,538,255.50. The proposed record date is 1 July 2003. If the General Meeting decided according to the proposal, the dividend is expected to be distributed to the shareholders by VPC AB on 4 July 2003.
Board of Directors, item 9-11
Shareholders representing more than 72% of the votes in the company has informed the company that they support the following proposal. The fee is proposed to remain unchanged at two basic amounts to each of the external members of the Board of Directors and three basic amounts to the chairman of the Board of Directors. It is proposed that the directors Thomas Ericson, Jan-Olof Bruer, Torbjorn Kronander, Gundor Rentsch and Carl-Erik Ridderstrale are re-elected members of the Board of Directors for the next term of office.
Auditor, item 9-11
The Board of Directors proposes that the auditing company Lindebergs Grant Thornton AB shall be appointed Auditor of the company for a term of office of four years. Fee is proposed to be paid according to current account.
Resolution regarding authorisation for the Board of Directors to issue shares, item 12 The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors to issue, on one or several occasions during the period until the next Annual General Meeting, not more than 3,300,000 series B shares for payment in cash, payment by set-off of claims or payment in kind and to thereby disregard the shareholders' preferential rights. The issue price of the new shares shall be determined on the basis of the prevailing market price of the shares at the time of the issue. The purpose of the authorisation is to facilitate the utilisation of newly issued shares in connection with the carry through or for the financing of acquisitions of companies or businesses or parts thereof and in connection with market investments.
Proposal regarding the issue of convertible debentures, item 13 The Board of Directors proposes that the General Meeting resolves to issue convertible debentures with a nominal value not exceeding SEK 30,000,000. With disapplication of the shareholders' preferential rights, the employees of the Group shall subscribe for the convertible debentures.
Shareholders representing more than 50% of the share capital and more than 65% of the voting rights in the company propose that the General Meeting resolves to issue convertible debentures with a nominal value not exceeding SEK 3,000,000. With disapplication of the shareholders' preferential rights, external members of the Board of Directors may subscribe for the convertible debentures.
The issue price shall correspond to the nominal value. The debentures shall carry an annual interest of 4.00% and shall mature on 30 June 2006. The convertible debentures entitle the holder to convert to series B shares. The conversion rate shall correspond to 135% of the volume- weighted average of the price paid for the company's shares on the O- list of the Stockholm Stock Exchange during the period from 18 August 2003 up to and including 29 August 2003. Assuming full subscription and full conversion of the debentures, the dilution effect, as regards share capital, shall not exceed 1%.
Resolution regarding the grant of further stock options according the company's Global Share Option Plan and resolution regarding authorisation for the Board of Directors to issue subordinated debentures with detachable warrants, item 14 The Board of Directors proposes that the General Meeting approves the grant of up to 80,000 additional call options to the Group's employees in the US according the previously adopted incentive plan, whereby the managing director may be granted up to 70,000 options and other employees up to 10,000 options each. According to the incentive programme, call options ("stock options") may be issued by the company or any of its subsidiaries and each of the stock options shall entitle the holder to acquire one series B share in Sectra AB. No premium is payable on grant of a stock option. The exercise price for the stock options shall substantially correspond to the market value of the company's shares on Stockholm Stock Exchange, when the stock options are granted. The stock options may be exercised one, two respectively three years from the date of grant and under the condition that the employee is still employed within the Group. At each occasion, not more than one third of the granted stock options may be exercised. The stock options shall lapse after three years and two months from the date of grant. If all stock options are exercised, employees in the Group will acquire shares corresponding to 0.2% of the share capital and 0.1% of the voting rights of the company. Considering previously granted stock options, the aggregate dilution effect corresponds to 1.0% of the share capital and 0.6% of the voting rights.
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors to issue subordinated debentures with no more than 80,000 detachable warrants at one or several occasions during the period until the next Annual General Meeting. With disapplication of the shareholders' preferential rights, wholly owned subsidiaries in the Group shall be entitled to subscribe for the shares. The purpose of the disapplication of the shareholders' preferential rights is to ensure the option undertakings according to the incentive programme described above. If the authorisation is fully used and if all 80,000 warrants are exercised, the company's share capital will increase by SEK 80,000 corresponding to approximately 0.2% of the share capital and 0.1% of the voting rights.
Provision of documents
The Annual Report and the Auditor's Report will be sent to the shareholders, but can also be ordered from the company on the address above. As from 12 June 2003, the complete text of the Board of Directors' proposals under item 12-14 and the shareholders' proposal under item 13 will be available at the company's premises, on the company's website, www.sectra.se and sent to the shareholders who have notified their intention to attend the Annual General Meeting. Other shareholders who wish to receive those documents may notify the company, whereupon the documents will be sent by mail to the address notified.
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