Notice of Annual General Meeting in Sectra AB (publ)

The shareholders of Sectra AB (STO: SECT B) are hereby invited to the Annual
General Meeting (“AGM”) held on Monday, September 7, 2015 at 3.30 p.m. (CET) at
Collegium, Teknikringen 7, Linköping, Sweden.
Notification etc.

Shareholders wishing to attend the AGM shall be entered in the register of
shareholders held by Euroclear Sweden AB by Tuesday, September 1, 2015, and
notify the Company of their intention to participate in the AGM by 4.00 p.m. CET
on Tuesday, September 1, 2015.

Shareholders who hold their shares through nominees (Sw. förvaltare) must
request a temporary registration of the shares in their own name with Euroclear
Sweden AB to be able to participate in the AGM. Shareholders who wish to obtain
such registration must contact the nominee regarding this well in advance of
September 1, 2015.

Notice of participation in the AGM shall be made in writing to the company at
Sectra AB (publ), AGM 2015, Teknikringen 20, SE-583 30 Linköping, Sweden.
Notification may also be made by telephone on +46 (0) 13 23 52 00, by fax on
+46 (0)13 21 21 85, or by e-mail to .info.investor@sectra.se. When giving notice
of participation, the shareholder must state name, personal identity number or
corporate registration number, address, telephone number and shareholdings, and,
if applicable, the name of any representative or advisor (no more than two).
Shareholders who are represented by proxy should include such proxy together
with the notification to participate in the AGM. Proxy forms for shareholders
who wish to be represented by proxy will be available on the company’s website
www.sectra.se/agm2015, and will be sent to shareholders who request it. Forms
can also be ordered by phone, +46 (0)13-23 52 00, or by e-mail at
info.investor@sectra.se.

Proposed Agenda

 1. Opening of the AGM.
 2. Election of a Chairman for the AGM.
 3. Preparation and approval of the voting list.
 4. Approval of the agenda.
 5. Election of two persons to certify the minutes.
 6. Determination of whether the AGM has been duly convened.
 7. Presentation of the Annual Report and the Auditor’s Report and the
Consolidated Annual Report and Consolidated Auditor’s Report.
 8. Resolutions regarding
a) Adoption of the Profit and Loss Statement and the Balance Sheet and the
Consolidated Profit and Loss Statement and Consolidated Balance Sheet.
b) Allocation of the Company’s profit according to the adopted Balance Sheet.
c) Discharge from liability towards the company for the members of the Board of
Directors and the Managing Director.
 9. Resolution regarding the number of members of the Board of Directors,
auditors and deputies.
10. Resolution regarding the fees for the Board of Directors and the auditors.
11. Election of the members of the Board of Directors and the Chairman of the
Board, and election of the auditor.
12. Resolution regarding Nomination Committee.
13. Resolution concerning the principles for remuneration and other terms of
employment for senior executives of the company.
14. Share split and automatic redemption procedure, to include
a) resolution to implement a share split,
b) resolution to reduce share capital through an automatic redemption of shares,
and
c) resolution to increase share capital through a bonus issue.
15. Resolution regarding authorization for the Board of Directors to issue
shares.
16. Resolution regarding authorization for the Board of Directors to acquire and
dispose of the Company’s own shares.
17. Resolution regarding the issue of convertibles to employees.
18. Resolution regarding the issue of convertibles to external members of the
Board of Directors.
19. Other matters.
20. Closing of the AGM.

Election of Chairman of the AGM, item 2

The Nomination Committee, consisting of the Chairman of the Board of Directors
Carl-Erik Ridderstråle, Torbjörn Kronander, Jan-Olof Brüer and Nils Bolmstrand
representing Nordea Fonder, proposes that Per Nyberg is elected Chairman of the
AGM.

Dividend, item 8 b

The Board of Directors and the Managing Director propose that no ordinary
dividend is distributed for the financial year 2014/2015. The Board of Directors
instead proposes an automatic redemption procedure as set out in item 14 below.

Board of Directors, items 9-11

The Nomination Committee proposes that the Board of Directors shall comprise of
seven members without any deputy directors. Anders Persson, Carl-Erik
Ridderstråle, Christer Nilsson, Erika Söderberg Johnson, Jakob Svärdström,
Torbjörn Kronander and Jan Olof Brüer are all proposed to be re-elected as
members of the Board of Directors. It is proposed that Carl-Erik Ridderstråle is
re-elected Chairman of the Board of Directors. The Nomination Committee’s
motivated statement in respect of their proposal and other information regarding
the proposed members of the Board of Directors and other information regarding
the proposed members is available at www.sectra.se/agm2015.

The Nomination Committee proposes that Grant Thornton Sweden AB is appointed as
auditor until the close of the next AGM.

It is proposed that director fees remain unchanged and amount to SEK 185,000 for
each of the external members of the Board and SEK 370,000 for the Chairman of
the Board. For the Audit Committee it is proposed that fees amount to SEK 20,000
for each of the external members of the Board and SEK 40,000 for the Chairman of
the Audit Committee. No separate fees are paid for Remuneration Committee work.
Furthermore, the Nomination Committee proposes that the audit fee shall be paid
pursuant to approved account.

The Nomination Committee's proposal is supported by shareholders representing
more than 65 per cent of the votes in the Company.

Resolution regarding Nomination Committee, item 12

The Nomination Committee proposes that the AGM decides on the composition of the
Nomination Committee in accordance with the following principles. The Chairman
of the Board shall, not later than November 30, 2015, contact the three largest
shareholders in the company (based on the numbers of votes), each of which is
then entitled to appoint a member to the Nomination Committee. Should any of the
three largest shareholders waive the right to appoint a member to the Nomination
Committee, the next shareholder in terms of the largest number of votes is
offered the opportunity to appoint a member to the Nomination Committee. In
addition, the Chairman of the Board is a member of the Nomination Committee. The
Chairman of the Board convenes the Nomination Committee to the first meeting.

The member who represents the shareholder with the largest number of votes shall
be appointed Chairman of the Nomination Committee. The Nomination Committee’s
mandate period extends until a new Nomination Committee is appointed. Should a
member resign from the Nomination Committee in advance, an alternate shall be
appointed in accordance with the principles above. The composition of the
Nomination Committee shall be announced not later than six months prior to the
AGM.

The Nomination Committee is composed based on the known shareholding of the
company as per October 31, 2015. If significant changes occur in ownership after
the Nomination Committee is formed, the composition of the Nomination Committee
can also be changed in accordance with the principles above. Changes in the
Nomination Committee shall be disclosed immediately.

The Nomination Committee shall prepare and to the AGM propose:

  · Election of the Chairman of the Board and other members to the Board,
  · Board fees divided between the Chairman of the Board and other members as
well as any remuneration for committee work,
  · Election of and fees to the auditors and deputy auditors (if applicable),
  · Resolution regarding principles for composition of the Nomination Committee,
and
  · Chairman of the AGM.

No fees are paid to members of the Nomination Committee.

Principles for remuneration and other terms of employment for senior executives
of the company, item 13

The Board proposes that the principles for remuneration and other terms of
employment for senior executives of the company (which means the Managing
Director and other members of the senior management) which was adopted at the
2014 AGM shall continue to apply.

The remuneration to senior executives of the company shall be based on market
terms and should support the interests of the company's owners. Remuneration
shall mainly consist of a fixed salary element, a variable salary element,
pension benefits and other benefits; for example, use of a company car. The
pension benefits shall be in the form of premium.

The fixed salary shall be determined taking into account the executive’s
experience, responsibility and performance and shall be based on market
conditions. The variable remuneration shall be in proportion to the executive’s
responsibility and authority. In addition, it shall have a maximum limit and be
based on fulfillment of goals that comply with the company’s long-term
interests. The variable portion shall, when applicable, be based on quantitative
and qualitative goals, and may be comprised by share related instruments. The
company’s costs for the variable portion for the Managing Director and other
persons in company management shall amount to not more than 50 % of the fixed
salary costs.

The period of notice shall be not more than 12 months on the employee's side. In
the event that notice is issued by the company, the period of notice and the
time during which severance pay is paid out shall not together exceed a total of
24 months.

The normal retirement age shall be 65. Pensions shall be on market terms and
based on defined-contribution pension solutions. The pension premium shall be
maximized at 30 % of the fixed and variable salary.

Members of the Board of Directors with special competence shall receive
remuneration on market terms for performed services outside his or her
management assignment. Resolutions regarding such remuneration shall be dealt
with by the Board of Directors, in which case the party concerned may not take
part in the discussions or the related decision.

Issues related to remuneration to company management are handled by the Managing
Director. Remuneration to the Managing Director is determined by the Board of
Directors.

The Board of Directors shall be able to deviate from the guidelines for
remuneration drawn up by the AGM, if there are special reasons for so doing in
individual instances.

Share split and automatic redemption of shares, item 14

The Board of Directors proposes that the AGM resolves on a procedure for the
automatic redemption of shares, in accordance with items ‎14 a - ‎14 c below.
All resolutions are proposed to be conditional upon each other and adopted as
one single resolution. A valid resolution requires approval of shareholders
representing at least two-thirds of both the votes cast and the shares
represented at the AGM.

Resolution to implement a share split (item 14 a)

The Board of Directors proposes that the AGM resolves to implement a share
split, whereby one share in Sectra is converted into two shares. One of these
shares will be a so-called redemption share. The Board of Directors proposes
that the record date for the share split shall be September 29, 2015.

Resolution to reduce the share capital through an automatic redemption of shares
(item 14 b)

The Board of Directors proposes that the share capital is reduced by SEK
18,751,667.50 through the redemption of 2,620,692 Series A shares and 34,882,643
Series B shares for repayment to the shareholders.

The shares to be redeemed are those shares which are referred to as redemption
shares after shares have been split as described above. The price to be paid for
each redemption share shall be SEK 4.50. The maximum redemption amount will thus
be SEK168,765,008. The Board of Directors proposes that trading in redemption
shares shall take place from September 30, 2015 through October 9, 2015, and
that the record date for the redemption of the redemption shares shall be
October 13, 2015. Payment is expected to be made through Euroclear Sweden AB
around October 16, 2015.

Resolution to increase the share capital through a bonus issue (item 14 c)

In order to achieve a timely and efficient redemption procedure, without having
to obtain permission from the Swedish Companies Registration Office or a court
of law, the Board of Directors proposes to restore the company’s share capital
to its original amount by increasing the company’s share capital by SEK
18,751,667.50 through a bonus issue via a transfer from the company’s
unrestricted equity to the company’s share capital. No new shares will be issued
in connection with the bonus issue. Upon completion of the bonus issue, the
company's share capital will be restored to its original amount.

The Board of Directors’ explanatory statement and the auditors opinions thereon
in accordance with Chapter 20, Section 8 of the Swedish Companies Act (2005:551)
(the “Act”), as well as the Board of Directors’ statement in accordance with
Chapter 20, Section 13 of the Act and the auditors’ statement in accordance with
Chapter 20, Section 14 of the Act will be available at the company’s offices in
Linköping and on the company’s website at the latest as of August 17, 2015.
Shareholders wishing to take part of these documents may notify the company,
whereupon the documents will be sent by mail to the address provided.

Resolution regarding authorization for the Board of Directors to issue new
shares, item 15

The Board of Directors proposes that the AGM resolves to authorize the Board of
Directors to issue, on one or several occasions during the period until the next
AGM, not more than 3,700,000 Class B shares for payment in cash, payment by set
-off of claims or payment in kind, and that for issues where payment is made by
set-off of claims or in kind, the Board of Directors shall be able to disregard
the shareholders’ preferential rights. The subscription price of the new shares
shall be determined on the basis of the prevailing market price of the Class B
shares at the time of the issue. The purpose of the authorization is to
facilitate the use of newly issued shares in connection with the implementation
of or for the financing of acquisitions of companies or businesses or parts
thereof and in connection with market investments.

A valid resolution requires approval of shareholders representing at least two
-thirds of both the votes cast and the shares represented at the AGM.

Resolution regarding authorization for the Board of Directors to acquire and
dispose of the company’s own shares, item 16

The Board of Directors proposes that the AGM resolves to authorize the Board of
Directors to, on one or several occasions during the period until the next AGM,
resolve on the acquisition of shares of the company. Such shares may be acquired
up to a maximum amount not at any time exceeding 10 % of the total number of
shares issued by the company. Acquisitions of shares shall be made either on
Nasdaq Stockholm at a purchase price within the range of share prices registered
at any given time for the Class B shares, meaning the spread between the maximum
buying rate and the minimum selling rate, or by way of an offer to all
shareholders, whereby the purchase shall be made at a price which at the time of
the decision corresponds at a minimum to the prevailing market price for the
Class B shares and at a maximum to 150 % of the prevailing market price for the
Class B shares. The same price shall apply for Class A shares and Class B
shares.

The Board of Directors also proposes that the Board of Directors shall be
authorized to resolve, on one or several occasions during the period until the
next AGM, to dispose all shares held by the company, via Nasdaq Stockholm or in
connection with the acquisition of companies or businesses or parts thereof, in
connection with market investments, for hedging costs that may arise relating to
the company’s incentive programs and for a continuous adaptation of the
company’s capital structure and thereby contributing to increased shareholders’
value. The shareholders shall 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 shall be 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 with
the disposal is to secure the costs that arise as a result of the company’s
incentive program. A disposal of shares via Nasdaq Stockholm may only be made at
a price within the range of share prices registered at any given time.

A valid resolution requires approval of shareholders representing at least two
-thirds of both the votes cast and the shares represented at the AGM.

The Board of Directors’ motivated statement in accordance with Chapter 19, § 22
of the Act will be available at the company’s offices in Linköping and on the
company’s website at the latest as of August 17, 2015. Shareholders wishing to
take part of these documents may notify the company, whereupon the documents
will be sent by mail to the address provided.

Proposal regarding the issue of convertibles to employees, item 17

The Board of Directors proposes that the AGM resolves to issue convertibles with
a nominal value not exceeding SEK 35,000,000. With disapplication of the
shareholders’ preferential rights, the employees of the Group shall be entitled
to subscribe for the convertibles.

The subscription price of the convertibles shall correspond to the nominal
value. Subscription for the convertibles shall take place during the period
November 3 – 11, 2015. The convertibles shall carry an annual interest which is
determined for each period and shall be STIBOR (six months) with addition of
2.25 % and shall mature for payment on December 31, 2018. The convertibles
entitle the holder to conversion to Class B shares. The conversion rate shall
correspond to 127.5 % of the volume-weighted average of the price paid for the
company’s shares on Nasdaq Stockholm during the period September 30 – October
13, 2015. Conversion to Class B shares shall take place during the period
December 10 – 14, 2018. Allotment may not be made to the extent that the
dilution, at full conversion, would exceed 1 % of the share capital at the time
of the AGM, provided that this shall also include the dilution that follows from
the allotment of convertibles to members of the Board of Directors according to
a proposal from shareholders.

The purpose of the deviation of the shareholders’ preferential rights is to
further strengthen the motivation of the employees regarding the Group’s long
-term business and financial development and to increase the motivation and the
feeling of belonging to the company. The Board of Directors considers it to be
advantageous for the company and for the company’s shareholders to enable
employees to be shareholders in Sectra AB (publ) through this convertible
program.

The proposal set forth above implies that the company’s employees subscribe for
convertibles entitling the holder to acquire shares in the company. Certain
allocation of convertibles may be made as part of certain employee’s variable
salary. According to Chapter 16 of the Act referring to certain private
placements etc., a resolution regarding approval of the plan as set out above is
valid only where supported by shareholders representing at least nine-tenths of
both the votes cast and the shares represented at the AGM.

Proposal regarding the issue of convertibles to members of the Board of
Directors, item 18

Further, shareholders representing more than 30 % of the votes in the Company,
propose that the AGM resolves to issue convertibles with a nominal value not
exceeding SEK 3,500,000. With disapplication of the shareholders’ preferential
rights, external members of the Board of Directors in Sectra AB (publ) shall be
entitled to subscribe for the convertibles.

The issue price of the convertibles shall correspond to the nominal value.
Subscription for the convertibles shall take place during the period November 3
– 11, 2015. The convertibles shall carry an annual interest which is determined
for each period and shall be STIBOR (six months) with addition of 2.25 % and
shall mature for payment on December 31, 2019. The convertibles entitle the
holder to conversion to Class B shares. The conversion rate shall correspond to
137 % of the volume-weighted average of the price paid for the company’s shares
on Nasdaq Stockholm during the period September 30 – October 13, 2015.
Conversion to Class B shares shall take place during the period December 9 – 13,
2019. Allotment may not be made to the extent that the dilution, at full
conversion, would exceed 1 % of the share capital at the time of the AGM,
provided that this shall also include the dilution that follows from the
allotment of convertibles to employees according to a proposal of the Board of
Directors.

The purpose of the deviation of the shareholders’ preferential rights is to
further strengthen the motivation of the external members of the Board of
Directors regarding the Group’s long term business development.

The proposal set forth above implies that the company’s external Board members
subscribe for convertibles entitling the holder to acquire shares in the
company. According to Chapter 16 of the Act referring to certain private
placements etc., a resolution regarding approval of the plan as set out above is
valid only where supported by shareholders representing at least nine-tenths of
both the votes cast and the shares represented at the AGM.

Miscellaneous

Valid resolutions under items 14, 15 and 16 above require support of
shareholders holding not less than two-thirds of both the votes cast and the
shares represented at the AGM. Valid resolutions under items 17 and 18 above
require support of shareholders holding at least nine-tenth of both the votes
cast and the shares represented at the AGM.

The Board of Directors’ and the shareholders’ complete proposals will be
available at the company’s offices in Linköping and on the company’s website
www.sectra.se/agm2015 at the latest as of August 17, 2015. Shareholders wishing
to take part of these documents may notify the company, whereupon the documents
will be sent by mail to the address provided.

In accordance with Chapter 7, Section 32 the Act (2005:551), at the AGM the
shareholders are entitled to request information from the Board of Directors and
the Managing Director in respect of any circumstances which may affect the
assessment of a matter on the agenda and any circumstances which may affect the
assessment of the company’s financial position.

At July 30, 2015, the company’s’ share capital amounted to SEK 37,503,335
distributed among a total of 37,503,335 shares, of which 2,620,692 Class A
shares with ten votes each and 34,882,643 Class B shares with one vote each,
that is, a total of 61,089,563 votes.

The printed Annual Report was sent during July 2015 to new shareholders and
shareholders who have notified the company that they wish to receive a printed
Annual Report, and it can also be ordered from the company at the address above.

Linköping, August 2015
Sectra AB (publ)
The Board of Directors

The information in this press release is such that Sectra AB (publ) is obligated
to disclose in compliance with the Swedish Securities and Clearing Operations
Act. The information was submitted for publication on August 5, 2015, at 08:30
a.m.
For further information, please contact:
Dr. Torbjörn Kronander, CEO and President, Sectra  AB, +46 (0) 705 23 52 27
Simo Pykälistö, CFO and Executive Vice President, Sectra AB, +46 (0) 703 51 53
03
About the Sectra Group
Sectra was founded in 1978 and has its roots in Linköping University in Sweden.
The company’s business operation includes cutting-edge products and services
within the niche segments of medical IT and secure communication. Sectra has
offices in 12 countries and operates through partners worldwide. Sales in
the 2014/2015 fiscal year totaled SEK 961 million. The Sectra share is quoted on
the Nasdaq Stockholm exchange. For more information, visit www.sectra.com