Report from Sectra's Annual General Meeting


Report from Sectra's Annual General Meeting

The Annual General Meeting (AGM) of shareholders in Sectra AB (publ) was held on
Friday June 26, 2009, in Linköping.

“Sectra continued to show strong growth and increased sales and order bookings
during the preceding fiscal year despite a weakened global economy,” President
and CEO Jan-Olof Bruer said in his address at the Annual General Meeting, which
was attended by about 50 shareholders. 

Jan-Olof Brüer also mentioned in his address that Sectra continues to uphold its
business concept of enhancing healthcare efficiency while preserving or
improving the quality of care and becoming Europe's leading supplier of
encrypted telephony to government authorities and defence forces in the EU. The
international expansion has continued and markets outside Sweden currently
account for more than 70% of the Group's sales.

The Annual General Meeting adopted the income statement and balance sheet, as
well as the consolidated income statement and balance sheet, presented to the
Meeting. The members of the Board of Directors and the President were discharged
from liability for the fiscal year.

Dividend
For the fiscal year 2008/2009, the Board of Director proposed a dividend of SEK
0 per share. 
“Sectra has always had a long-term approach to operations. Accordingly, as
protection against continued turmoil in the financial market, we have elected to
ensure that we have strong resources in our own balance sheet for the future.
When we begin to observe a distinct rebound in the financial crisis, we look
forward to once again paying dividends from the company,” Jan-Olof Brüer said in
regard to the decision to not pay a dividend. 

Election of the Board of Directors 
Erika Söderberg Johnson, Torbjörn Kronander, Anders Persson, Christer Nilsson
and Carl-Erik Ridderstråle were re-elected to the Board. Carl-Erik Ridderstråle
was re-elected Chairman of the Board.

Nomination Committee 
The Meeting decided to appoint a Nomination Committee comprising four members,
of whom one will be the Chairman of the Board and three will represent major
shareholders in the company. The members of the Nomination Committee will be
appointed effective October 30, 2009, after consultation with major shareholders
in the company. The Nomination Committee will prepare and present proposals to
the Annual General Meeting for the election of the chairman of the Meeting,
Chairman of the Board and other Board members, as well as proposals for the fees
to be paid to the Board members and proposals regarding principles for
composition of the Nomination Committee. Where applicable, the Nomination
Committee will also propose candidates for the election of auditors and fees to
be paid to the auditors.

Authorizations 
The Meeting authorized the Board to decide on the new issue of not more than
3,700,000 Series B shares, for cash payment, offset or capital contributed in
kind. Such a new issue may disregard shareholders' preferential rights. If the
authorization is fully utilized, the dilution effect will be approximately 10%
in terms of share capital and approximately 6% in terms of voting rights.

The Meeting also voted to authorize the Board to purchase or sell Series B
treasury shares on one or more occasions during the period ending at the next
Annual General Meeting. The authorization is restricted to actions that would
not cause the company's treasury share holdings to exceed 10% of all of the
shares in the company at any one time.

Convertible and stock option programs 
The Meeting voted in accordance with a motion to issue convertibles to Group
employees and to external Board members. The convertibles may be subscribed for
during the period September 28-October 9, 2009, and conversion to Series B
shares will be possible during May 21-25, 2012.

The Meeting also adopted the Board's motion to distribute an additional maximum
of 100,000 employee stock options to Group employees in the US. If these
employee stock options are fully exercised, employees will acquire shares in the
company in a number corresponding to approximately 0.3% of the share capital and
0.2% of the voting rights.

Principles for remuneration and other terms of employment for company management

The Meeting adopted the Board's motion that the principles for remuneration to
company management, which includes the President and other members of Group
management, adopted at the 2008 Annual General Meeting shall essentially
continue to apply unchanged. Remuneration shall be formulated in accordance with
market conditions and simultaneously support the interests of shareholders.
Remuneration shall primarily comprise basic salary, variable salary,
defined-premium pension benefits and other benefits, for example, a company car.

Furthermore, the Meeting adopted the Board's motion that Board members with
special expertise, who perform services for the company in addition to Board
assignments, should receive market-based fees.

Dr. Jan-Olof Brüer, CEO and President, Sectra AB, +46 13 23 52 09 

Sectra successfully develops and sells cutting-edge products in the expansive
niche segments of medical systems and secure communication systems. The company
was founded in 1978 and has its roots in the Linköping Institute of Technology
in Sweden. Today, Sectra has offices in twelve countries and operates through
partners worldwide. Sales in the 2008/2009 fiscal year totalled SEK 863 million.
The Sectra share is quoted on the Nordic Exchange in Stockholm. For more
information about Sectra visit http://www.sectra.com.

Attachments

06292018.pdf