LINKÖPING, Sweden, Sept. 6, 2018 /PRNewswire/ --
The Annual General Meeting (AGM) of shareholders in the
medical imaging IT and cybersecurity company Sectra AB (STO:
SECT B) was held on September 6,
2018. Jan-Olof Brüer was elected as the new Chairman of the
Board and Birgitta Hagenfeldt was elected as a new Board member.
Among other items on the agenda, the AGM resolved to transfer
SEK 4.50 per share to the
shareholders through a redemption procedure. The resolution entails
that approximately SEK 171.5 million
will be distributed to the shareholders.
The redemption procedure is automatic, meaning that no action is
required from the shareholders. It will be possible to trade in
Series B redemption shares (ISIN SECT IL B: SE0011452218) on Nasdaq
Stockholm.
The timetable for the 2018 redemption procedure is as
follows:
- October 2: Last day of trading in
Sectra shares before the split (ISIN SECT B: SE0008613970),
including the right to redemption shares.
- October 3: First day of trading
in Sectra shares after the split (ISIN SECT B: SE0011452234),
excluding the right to redemption shares.
- October 4: Record date for the
share split. Every share will be divided into two shares, of which
one will be a redemption share and one an ordinary share.
- October 5–16: Trading in redemption shares.
- October 18: Record date for
redemption of the redemption shares.
- October 23: Preliminary date for
payment of redemption settlement via Euroclear Sweden AB.
For more information and a brochure about the redemption
procedure, refer to Sectra's website:
www.sectra.com/redemption.
Other AGM resolutions
The AGM also adopted the following resolutions:
- The AGM adopted the income statement and balance sheet and
discharged the Board of Directors and President from liability for
the fiscal year. In accordance with a motion from the Board of
Directors, it was resolved that profit was to be carried
forward.
- Jan-Olof Brüer, Torbjörn Kronander, Anders Persson, Christer
Nilsson, Tomas Puusepp and
Ulrika Hagdahl were re-elected as
Board members, while Birgitta Hagenfeldt was elected as a new Board
member. Jan-Olof Brüer was elected as the new Chairman of the
Board.
- Payment of fees amounting to SEK
225,000 to external members of the Board and SEK 450,000 to the Chairman of the Board (same as
previous year). For Audit Committee work, fees amounting to
SEK 40,000 are to be paid to external
members of the Board and SEK 80,000
to the Chairman of the Audit Committee (same as previous year). For
Remuneration Committee work, no separate fees are to be
paid.
- Grant Thornton Sweden AB was re-elected as the company's
auditor and audit fees are to be paid pursuant to approved
accounts.
- It was resolved to appoint a Nomination Committee comprising
four members, of whom one member is to be the Chairman of the
Committee and three members are to represent the company's largest
shareholders in relation to the number of votes. The Nomination
Committee is to be constituted based on known shareholdings in the
company by October 31,
2018.
- It was resolved to adopt the unchanged principles for
remuneration of and other terms of employment for company
management.
- The Board of Directors was authorized to make decisions
regarding the new issue of not more than 3,700,000 Series B shares
for payment in the form of cash and the offsetting of debt or
cash-in-kind payment. For the offsetting of debt and cash-in-kind
payment, the Board was authorized to disapply the preferential
rights of shareholders.
- The Board of Directors was authorized to make decisions
regarding the acquisition or sale of Sectra shares. With respect to
the disposal of treasury shares, shareholders are to 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 is 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 of the disposal is to secure the
costs that arise as a result of the company's incentive program.
The authorization is limited in that the company's holding of
treasury shares may not, at any time, exceed 10% of all the shares
in the company.
- To issue convertibles to employees for a total nominal amount
of not more than SEK 35,000,000. The
convertibles carry no interest and entitle the holder to conversion
to Class B shares. The conversion price is to correspond to 145.3
percent of the average volume-weighted quoted prices paid for the
company's share on Nasdaq Stockholm for each trading day during the
period August 30–September 12, 2018, although not lower than
SEK 100. Conversion to Class B shares
is to take place during the period January 10–14, 2022. The
convertible loan falls due for payment on January 31, 2022.
- To issue convertibles to external Board members for a total
nominal amount of not more than SEK
3,500,000. The convertibles carry no interest and entitle
the holder to conversion to Class B shares. The conversion price is
to correspond to 150.0 percent of the average volume-weighted
quoted prices paid for the company's share on Nasdaq Stockholm for
each trading day during the period August 30–September 12, 2018,
although not lower than SEK 100.
Conversion to Class B shares is to take place during the period
January 9–13, 2023. The convertible loan falls due for payment on
January 31, 2023.
The resolutions were made in accordance with the motions
submitted to the AGM, which are available on Sectra's website:
www.sectra.com/agm.
This information constitutes information that Sectra AB (publ)
is obliged to make public. The information was submitted to the
media for publication, through the agency of the contact person set
out below, at 6:30 p.m. CET on
September 6, 2018.
For further information, please contact:
Dr.
Torbjörn Kronander, CEO and President Sectra AB,
+46-(0)-705-23-52-27
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Report from
Sectra’s 2018 Annual General Meeting and timetable for redemption
program to transfer SEK 4.50 per share to shareholders
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