Report from Sectra's Annual General Meeting 2010


Report from Sectra's Annual General Meeting 2010 

The Annual General Meeting (AGM) of shareholders in Sectra AB (publ) was
held on Wednesday, June 30th , 2010, in Linköping.

“The number of care providers worldwide that have chosen to streamline
their operations using our medical systems has increased to more than
1,100, our low-radiation mammography system has expanded its customer
base by 30% and our products for secure telephony remain the first
choice among European decision-makers,” said President and CEO Jan-Olof
Brüer in his address at the Annual General Meeting, at which about 70
shareholders were represented.

Jan-Olof Brüer also mentioned in his address that customer demand for IT
systems that streamline the care process will continue to grow in the
future, as will the need for secure communication systems. During the
past year, Sectra launched new products that link medical IT systems
from various suppliers and products for secure communication using
smartphones.

The Annual General Meeting adopted the income statement and balance
sheet, as well as the consolidated income statement and balance sheet,
presented to the Meeting. The members of the Board of Directors and the
President were discharged from liability for the fiscal year.

Dividend

The Meeting approved the Board of Director's motion regarding
appropriation of the company's profits, which means that no dividend
will be paid and that the profit for the year will be carried forward.

Election of the Board of Directors and resolution regarding Board fees

Erika Söderberg Johnson, Torbjörn Kronander, Anders Persson, Christer
Nilsson and Carl-Erik Ridderstråle were re-elected to the Board.
Carl-Erik Ridderstråle was re-elected Chairman of the Board.

In accordance with the motion of the Nomination Committee, it was
resolved that director fees shall amount to SEK 150,000 for each of the
external members of the Board and SEK 250,000 for the Chairman of the
Board. Fees to the Audit Committee shall amount to SEK 20,000 for each
of the external members of the Board and SEK 40,000 for the Chairman of
the Audit Committee. No separate fees are to be paid for Remuneration
Committee work.

Nomination Committee

The Meeting resolved to appoint a Nomination Committee comprising four
members, of whom one will be the Chairman of the Board and three will
represent major shareholders in the company. The Chairman of the Board
shall convene the three largest shareholders in the company not later
than October 29, 2010. The Nomination Committee will prepare and present
motions to the Annual General Meeting for the election of the Chairman
of the Meeting, Chairman of the Board and other Board members, as well
as motions for the fees to be paid to the Board members and motions
regarding principles for the composition of the Nomination Committee.
Where applicable, the Nomination Committee will also propose candidates
for the election of auditors and fees to be paid to the auditors.

Authorizations

The Meeting authorized the Board to decide on the new issue of not more
than 3,700,000 Series B shares for cash payment, offset or capital
contributed in kind. Such a new issue may disregard shareholders'
preferential rights. If the authorization is fully utilized, the
dilution effect will be approximately 10% in terms of share capital and
approximately 6% in terms of voting rights.

The Meeting also voted to authorize the Board to purchase or sell Series
B treasury shares on one or more occasions during the period ending at
the next Annual General Meeting. The authorization is restricted to
actions that would not cause the company's treasury share holdings to
exceed 10% of all of the shares in the company at any one time.

Convertible and stock option programs

The Meeting voted in accordance with a motion to issue convertibles to
Group employees and to external Board members. The convertibles may be
subscribed for during the period from September 27 to October 8, 2010,
and conversion to Series B shares will be possible from May 26 to May
30, 2014.

The Meeting also adopted the Board's motion to distribute an additional
maximum of 100,000 employee stock options to Group employees in the US.
If these employee stock options are fully exercised, employees will
acquire shares in the company in a number corresponding to approximately
0.3% of the share capital and 0.2% of the voting rights.

Principles for remuneration and other terms of employment for company
management

The Meeting adopted the Board's motion that the principles for
remuneration and other terms of employment for senior executives of the
company (meaning the Managing Director and other members of the Group
executive board) adopted at the 2009 AGM shall essentially continue to
apply, except for the following adjustments, which shall apply for
agreements which the company will enter into or amend after the AGM
2010:

  · The variable remuneration shall be in proportion to the executive's
responsibility and authority. In addition, it shall 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. 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.
  · Furthermore, the period of notice on the company's side and the time
during which severance pay is paid out shall together not exceed a total
of 24 months (changed from 12 months).

The information in this press release is such that Sectra AB (publ) is
obligated to disclose in compliance with the Swedish Securities and
Clearing Operations Act and/or the Financial Instruments Trading Act.
The information was submitted for publication on June 30, 2010 at 18:10
a.m. (CET).

For further information, please contact:

Dr. Jan-Olof Brüer, CEO and President Sectra AB, tel 46 13 23 52 09

Pièces jointes

06302243.pdf
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