LINKOPING, Sweden, May 30, 2002 (PRIMEZONE) -- Annual General Meeting of shareholders in Sectra AB will be held at 4:00 pm on Thursday June 27, 2002 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 250 employees. Sales for the fiscal year May 2001-April 2002 reached SEK 426 million. Since March 1999, Sectra's shares have been quoted on the O list of the Stockholm Exchange.
Notice to Annual General Meeting of shareholders in Sectra AB (publ)
The shareholders of Sectra AB (publ) are hereby invited to the Annual General Meeting of shareholders held on Thursday June 27 2002 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 latest on Monday June 17 2002, and give notice of her or his attendance to the company no later than Monday June 24, 2002 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 in good time before 17 June 2002.
Notice
Notice of attendance at the General Meeting shall be made in writing to Sectra AB, 583 30 Linkoping, Sweden, 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 preferably state name, personal identity number/registration number, address, telephone number, and when appropriate, name of representative and advisors. Shareholders shall also, when appropriate, 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 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 Income Statement and Consolidated Balance
Sheet.
8 Resolution
a) regarding adoption of the Income Statement and the Balance
Sheet and the Consolidated Income 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 fees for the Board of Directors and
for the Auditors.
10 Resolution regarding the number of members of the Board of
Directors.
11 Election of the Board of Directors.
12 Election of Auditor.
13 Resolution regarding authorisation for the Board of Directors
to issue shares.
14 Resolution regarding issue of convertible debentures.
15 Resolution regarding issue of stock options according to
previously adopted incentive programme for employees in the
US and resolution regarding authorisation for the Board of
Directors to issue subordinated debentures with detachable
warrants.
16 Other matters.
17 Closing of the General Meeting.
Dividend, item 8 b
The Board of Directors proposes that a dividend of SEK 0.40 per share shall be distributed , i.e. a total of SEK 13,104,378. The proposed record date is July 2, 2002. If the General Meeting decided according to the proposal, the dividend is expected to be distributed to the shareholders by the VPC on July 5, 2002.
Board of Directors, item 9-11.
Shareholders representing more than 70 % of the votes in the company has informed the company that they support the following proposal: It is proposed that the fees paid remain unchanged at 2 basic amounts to each of the Board of Directors external members and 3 basic amounts to the chairman of the Board of Directors. It is proposed that Thomas Ericson, Jan-Olof Bruer, Torbjorn Kronander, Gundor Rentsch and Carl-Erik Ridderstrale are re-elected members of the Board of Directors.
Auditor, item 12.
The Board of Directors proposes that in addition to previous elections, the auditing company Lindebergs Grant Thornton AB shall be appointed Auditor of the company.
Proposal regarding authorisation for the Board of Directors to issue shares, item 13 The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors to, during the period until the next Annual General Meeting, issue not more than 3,300,000 Series B shares against payment in cash, payment against set- off of claims or payment in kind and thus with disapplication of the shareholders' preferential rights. The authorisation is proposed to be used at one or several occasions, but only in connection to market investments or acquisitions.
Proposal regarding issue of convertible debentures, item 14 The Board of Directors proposes that the General Meeting resolves to issue convertible debentures with a nominal value of 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 65 % of the share capital and more than 50 % 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 June 30, 2005. The convertible debentures entitle the holder to convert to shares of Series B. The conversion rate shall correspond to 135 % to the volume- weighted average of price paid for the company's shares on the O-list of Stockholmsborsen during the period from 21 June 2002 up to and including 4 July 2002. Assuming full subscription and full conversion of the debentures, the dilution effect, as regards share capital, amounts to approximately 1 %.
Proposal from the Board of Directors regarding issue of additional stock options according to the previously adopted incentive programme for the employees in the US and regarding authorisation for the Board of Directors to issue subordinated debentures with detachable warrants, item 15 The Board of Directors proposes that the General Meeting resolves to issue not more than 80,000 additional call options to the Group's employees in the US according the previously adopted incentive programme, whereby the managing director shall be granted not more than 75,000 options and other employees not more than 5,000 options. According to the incentive programme, call options (below called "stock options") may be issued by the company or any of its subsidiaries and each of the options shall entitle the holder to acquire one share of Series B in Sectra AB. No payment shall be made when granting stock option. The exercise price for the stock options shall substantially correspond to the market value of the company's shares on Stockholmsborsen, at the time of the granting options. The right to acquire shares vested in the stock options shall be exercised one, two respectively three years from the day of granting 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 mature after three years and two months from the day of granting. If all stock options are exercised, employees in the company will acquire shares corresponding to 0.3 % 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 0.5 % of the share capital and 0.3 % 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 80,000warrants are exercised, the company's share capital will increase by SEK 80,000 corresponding to approximately 0.3 % of the share capital and 0.1 % of the voting rights.
Provision of documents
The Annual Report will be sent to the shareholders, but can also be ordered from the company on the address above. From 13 June, the complete text of the Board of Directors' proposals under item 13-15 and the shareholders' proposal under item 14 will be obtainable at the company's premises, on the company's website, www.sectra.se and sent to the shareholders who have notified 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.
Linkoping in May 2002
Sectra AB (publ) The Board of Directors
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