Linköping -
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.
Share split
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
Share redemption program 2021
The AGM resolved (taking into account the share split) to transfer
Timetable for the redemption process:
Oct 15 : Final day of trading in theSectra share, including rights to redemption shares.Oct 18 : First day of trading in theSectra 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 fromEuroclear 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
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.
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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 toSEK 50,000 are to be paid to external members of the Board andSEK 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 AccountantAndreas 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
The information in this press release is such that
About
For further information, please contact:
Dr. Torbjörn Kronander, President and CEO,
https://news.cision.com/sectra/r/sectra-s-annual-general-meeting-2021-resolutions-passed-on-share-split-and-share-redemption-program,c3414902
https://mb.cision.com/Main/1263/3414902/1468100.pdf
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