Sectra resolves on issue of Class C shares, repurchase of Class C shares and conversion to Class B shares
Linköping, Sweden – November 8, 2024 – The Board of Directors of international medical imaging IT and cybersecurity company Sectra AB (publ) has resolved, based on the authorization of the Annual General Meeting on September 10, 2024, to issue Class C shares and to subsequently repurchase all of these shares. The Class C shares acquired by the company will be converted to Class B shares. The purpose is to secure the company’s obligations under the share-based long-term incentive program (LTIP 2024) that the Annual General Meeting resolved to implement.
The 2024 Annual General Meeting authorized the Board of Directors 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. The Board of Directors has exercised the authorization by deciding on a directed issue of 1,000,000 Class C shares to ensure the future delivery of performance shares and to finance the costs of social security contributions related to LTIP 2024. The bank Svenska Handelsbanken AB will acquire all of the issued Class C shares at a subscription price corresponding to the share’s quota value, meaning SEK 0.20 per share and a total of SEK 200,000.
The Annual General Meeting also authorized the Board of Directors to, on one or more occasions until the 2025 Annual General Meeting, resolve on the repurchase of all outstanding Class C shares at a price corresponding to the quota value. The Board of Directors has resolved to exercise the repurchase authorization for the purpose stated above. All issued Class C shares will be repurchased by Sectra AB no later than November 20, 2024, for a cash payment corresponding to 100% of the quota value.
Following the repurchase of Class C shares in accordance with the above, the intention is for all of the repurchased Class C shares to be converted to Class B shares, after which Sectra’s holding of own shares will amount to 2,453,406 Class B shares. This corresponds to approximately 1.3% of the total number of shares in the company.
In accordance with the terms of LTIP 2024, a maximum of 780,000 Class B treasury shares may be allotted to participants in the incentive program. The qualification period runs to April 30, 2029, and thereafter the allotment of performance shares is to take place no later than August 31, 2029. In order to finance the costs of social security contributions related to the incentive program, a maximum of 220,000 Class B shares may be transferred on Nasdaq Stockholm, including by way of a financial intermediary, at a price within the price range registered at any given time.
For more information about LTIP 2024 and the resolutions passed at Sectra’s 2024 Annual General Meeting, visit https://investor.sectra.com/agm2024.
The information was submitted to the media for public announcement, through the agency of the contact person set out below, at 08:55 a.m. (CET) on November 8, 2024.
