Sectra’s Annual General Meeting 2021—resolutions passed on share split and share redemption program
Linköping – September 14, 2021 – The Annual General Meeting (AGM) of the international medical imaging IT and cybersecurity company Sectra (STO:SECTB) was held on September 14, 2021. Among other resolutions, the AGM resolved on a share split and to transfer SEK 0.90 per share (after the completed share split) to the shareholders through a share redemption program.
Due to the COVID-19 pandemic, the AGM was held entirely through postal voting with the support of temporary legislation, and there was therefore no physical presence of shareholders, proxies or guests.
The AGM resolved on a share split whereby each share, regardless of class, will be split into five shares of the same class. The Board of Directors was authorized to decide the record date for the share split provided that this date is no later than October 14, 2021. As a result of the share split, the total number of shares in the company will increase to 192,627,470, consisting of 13,103,460 Class A shares and 179,524,010 Class B shares.
Share redemption program 2021
The AGM resolved (taking into account the share split) to transfer SEK 0.90 per share to the shareholders, in total SEK 173.4 million, through a share redemption program. The redemption process will take place automatically, meaning that no action is required on the part of the shareholders. However, it will be possible to trade in Class B redemption shares (ISIN SECT IL B: SE0016278212) on Nasdaq Stockholm.
Timetable for the redemption process:
- Oct 15: Final day of trading in the Sectra share, including rights to redemption shares.
- Oct 18: First day of trading in the Sectra share, excluding rights to redemption shares.
- Oct 19: Record date for the share split in the redemption process. Each share is split into one redemption share and one common share.
- Oct 20–29: Trading in redemption shares.
- Nov 2: Record date to revoke redemption shares.
- Nov 5: Preliminary date for payment of redemption settlement from Euroclear Sweden.
For more information about the redemption process, visit https://investor.sectra.com/redemption2021.
Performance-based incentive program
The AGM resolved to implement long-term performance-based incentive programs for employees in the Sectra Group in Sweden and the rest of the world (LTIP 2021 SROW) and in the US and Canada (LTIP 2021 NA). In brief, the programs entail that participants in LTIP 2021 SROW will be allotted an individually determined number of Share Grants, whereby one Share Grant entitles the holder to receive one Class B share free of charge after five years provided that certain performance conditions are met. To be allotted Share Grants, the participants must have acquired a corresponding number of Class B shares that must have been deposited in accordance with Sectra’s instructions. Participants in LTIP 2021 NA will be allotted an individually determined number of performance stock units (PSU), whereby one PSU entitles the holder to receive one Class B share free of charge after five years provided that certain performance conditions are met. The Board of Directors is responsible for the structure and management of the programs within the framework of stated conditions and instructions. In total, the programs will entail a maximum dilution of about 0.5% following the proposed share split.
In order to carry out the incentive programs and hedging measures, the AGM resolved:
- To amend the Articles of Association, entailing the introduction of a new class of share, Class C, and that the Board of Directors may convert Class C shares that are held by the company to Class B shares.
- To authorize the Board of Directors, on one or more occasions during the period until the 2022 AGM, to increase the company’s share capital through the issue of a maximum of 1,000,000 Class C shares at a subscription price corresponding to the quota value. It will be possible for the new shares to be subscribed for by such bank with which the company signs a cooperation agreement in order to facilitate the delivery of performance shares and the financing of expenses for social security contributions as a result of the incentive programs.
- To authorize the Board of Directors, on one or more occasions during the period until the 2022 AGM, to resolve on the repurchase of all Class C shares at a price corresponding to the quota value.
- That a maximum of 780,000 Class B treasury shares may be transferred to participants in accordance with LTIP 2021 and a maximum of 220,000 Class B shares may be transferred on Nasdaq Stockholm, including by means of a financial intermediary, at a price per share that is within the registered range of share prices at the particular time, to finance the costs for social security contributions in accordance with the conditions of LTIP 2021.
Other AGM resolutions
The AGM also adopted the following resolutions:
- The income statement and balance sheet were adopted, and it was resolved that the company’s profit was to be carried forward. The members of the Board and the President were discharged from liability for the 2020/2021 fiscal year.
- Jan-Olof Brüer, Birgitta Hagenfeldt, Torbjörn Kronander, Christer Nilsson, Anders Persson, Tomas Puusepp, Fredrik Robertsson and Jonas Yngvesson were re-elected as Board members. Jan-Olof Brüer was re-elected as Chairman of the Board.
- Payment of fees amounting to 270,000 to external members of the Board and SEK 540,000 to the Chairman of the Board. For Audit Committee work, fees amounting to SEK 50,000 are to be paid to external members of the Board and SEK 100,000 to the Chairman of the Audit Committee. For Remuneration Committee work, no separate fees are to be paid.
- Ernst & Young AB was re-elected as the company’s auditor and audit fees are to be paid pursuant to approved accounts. Ernst & Young has announced that it will appoint Authorized Public Accountant Andreas Troberg as Auditor in Charge.
- To amend the Articles of Association in respect of Article 5 Number of shares (as a result of the share split resolution) and that two new provisions are to be included: Article 11 Collection of powers of attorney and Article 12 Postal voting.
- The Remuneration Report presented for the 2020/2021 fiscal year was approved.
- To authorize the Board, on one or more occasions during the period until the 2022 AGM, to decide on the issue of not more than 18,500,000 new Class B shares (after accounting for the share split) for consideration in the form of a cash payment, offsetting of debt or contribution in kind, whereby payment through offsetting of debt may deviate from the shareholders’ preferential rights. The authorization is intended to enable newly issued shares to be used in conjunction with the completion or financing of acquisitions of companies or operations, in full or in part, as well as in conjunction with market investments.
- To authorize the Board, on one or more occasions during the period until the 2022 AGM, to make decisions on the acquisition and divestment of all of the company’s treasury shares. Divestment can take place on Nasdaq Stockholm or in conjunction with acquisitions of companies or operations, in full or in part, in conjunction with market investments, to cover the costs arising as a result of the company’s incentive programs and to continuously adapt the company’s capital structure and thereby contribute to increased shareholder value. A condition for the authorization is that the company’s holding of treasury shares at no time exceeds 10% of all shares in the company.
The resolutions were passed in accordance with the proposals to the AGM that are available on Sectra’s website https://investor.sectra.com/agm2021.
The information in this press release is such that Sectra AB (publ) is obliged to make public pursuant to Nasdaq Stockholm’s Rule Book for Issuers. The information was submitted to the media for publication, through the agency of the contact person set out below, at 3:45 p.m. CEST on September 14, 2021.
Sectra assists hospitals throughout the world to enhance the efficiency of care, and authorities and defense forces in Europe to protect society’s most sensitive information. Thereby, Sectra contributes to a healthier and safer society. The company was founded in 1978, has its head office in Linköping, Sweden, with direct sales in 19 countries, and operates through partners worldwide. Sales in the 2020/2021 fiscal year totaled SEK 1,632 million. The Sectra share is quoted on the Nasdaq Stockholm exchange. For more information, visit Sectra's website.