Notice of Annual General Meeting in Sectra AB (publ)

The shareholders of the medical imaging IT and cyber security company Sectra AB (publ) are hereby invited to the Annual General Meeting of Shareholders (AGM) held on Tuesday, September 8, 2026 at 15.30 (CEST) at Collegium, Teknikringen 7 in Linköping, Sweden.

The entrance to the meeting room will open at 15.00. Shareholders who attend the AGM are invited to visit Sectra’s office at Teknikringen 20 in Linköping after the AGM, where the company will treat visitors with a light meal and show its products designed for a healthier and safer society.

Registration and notification

A shareholder wishing to attend the Annual General Meeting of Shareholders shall

be entered as a shareholder in the register of shareholders held by Euroclear Sweden AB as of Monday, August 31, 2026, and

no later than Wednesday, September 2, 2026 provide notification to the company in accordance with the instructions in this Notice. For shareholders that choose to submit a postal vote, such postal vote is deemed to be a notification for the AGM, see below.

A shareholder who wishes to participate in the AGM and who holds its shares through a nominee (Sw. förvaltare) must arrange for the shares to be registered in its name so that the shareholder is registered in the register of shareholders as of the record date August 31, 2026. Such a registration can be temporary (so-called voting registration) and shall be requested with the nominee according to the nominee’s requirements at such time in advance as is determined by the nominee. A voting registration that has been completed by the nominee no later than September 2, 2026 will be taken into account when preparing the register of shareholders.

A notification to participate in the AGM shall be submitted in writing by post to Sectra AB (publ), Annual General Meeting, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm or by phone +46-8-4025870. A notification to participate can also be submitted via Euroclear Sweden AB’s website https://www.euroclear.com/sweden/generalmeetings/ by way of BankID verification.

A notification shall include the shareholder’s name, personal or corporate registration number, address and phone number and, if relevant, information about any proxy holder or accompanying assistant (not more than two). Proxy holders and representatives of legal entities must submit their proxies in original copies, certificates of registration and other documents of authority well in advance of the AGM on the address set forth above. Proxy forms will be available on the company’s website, https://investor.sectra.com/agm2026 will be sent to shareholders who request it and provides an address. Forms can also be ordered by phone, +46-13-23 52 00, or by e-mail at info.investor@sectra.com.

Postal voting

The Board of Directors of Sectra has with reference to § 12 in the Articles of Association decided that shareholders shall be entitled to exercise their voting right at the AGM by way of postal voting pursuant to chapter 7 § 4a of the Companies Act (2005:551).

For shareholders who choose to vote by post, a submitted postal vote is deemed to be a notification for the meeting.

In order to submit a postal vote, the shareholders shall use a particular form. The form is available on the company’s website, https://investor.sectra.com/agm2026and will be sent to shareholders at their request. A completed and signed form shall be sent:

• by post to Sectra AB (publ), c/o Euroclear AB, “Annual General Meeting”, Box 191, 101 23 Stockholm, Sweden or
• by way of e-mail to generalmeetingservice@euroclear.com (refer to “Sectra AB – Postal voting” in the subject line).

The signed form must be submitted to Euroclear Sweden AB no later than September 2, 2026.

Shareholders who are individuals may choose to submit his or her vote digitally by BankID verification via Euroclear Sweden AB’s website, https://www.euroclear.com/sweden/generalmeetings/. Such digital votes must be submitted no later than September 2, 2026.

For shareholders who are legal entities, a certificate of registration or other documentation to prove authority must be submitted together with the form.

If the shareholder is represented by proxy (see above regarding obtaining a proxy form), a written proxy must be submitted together with the form for postal vote.

The shareholder may not add particular instructions or conditions to the postal vote. If such instructions or conditions are added, the vote will be considered invalid. Additional information and terms for the completion of the postal vote have been included in the form.

Personal data

For information on how personal data is processed in relation to the AGM 2026, reference is made to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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, the Consolidated Annual Report and Consolidated Auditor’s Report and the Sustainability Statement and the Auditor’s Limited Assurance Report on the Sustainability Statement.
8. Resolution regarding the adoption of the Profit and Loss Statement and the Balance Sheet and the Consolidated Profit and Loss Statement and Consolidated Balance Sheet.
9. Resolution regarding the allocation of the company’s profit according to the adopted Balance Sheet.
10. Resolution regarding the discharge from liability towards the company for the members of the Board of Directors and the Managing Director.
11. Resolution regarding the number of members of the Board of Directors, auditors and deputies.
12. Resolution regarding the fees for the Board of Directors and the auditors.
13. Election of the members of the Board of Directors.
14. Election of the Chairman of the Board.
15. Election of the auditor.
16. Resolution regarding the approval of the remuneration report.
17. Resolution regarding principles for salary and other forms of remuneration for senior executives.
18. Resolution regarding a long-term performance based incentive program 2026 including

(a)a resolution regarding terms and instructions for the incentive program,

(b)a resolution to authorize the Board of Directors (i) to issue shares of series C and (ii) to buy back shares of series C, and

(c)a resolution to transfer shares of Series B.

1. Resolution regarding the authorization for the Board of Directors to acquire and dispose of the company’s own shares.
2. Resolution regarding the authorization for the Board of Directors to issue shares.
3. Resolution regarding a proposal by the shareholder Stefan Ekengrip that the board should be assigned to establish Sectra AB 50 year jubilee fund
4. Any other matter.
5. Closing of the AGM.

Election of Chairman of the AGM, item 2

The Nomination Committee, consisting of Jan-Olof Brüer (Chairman of the Board of Directors and representing his own and related parties’ holdings), Torbjörn Kronander (representing his own and related parties’ holdings), Mats Andersson (representing Nordea Investment Funds) and Patrik Jönsson (Chairman of the Nomination Committee and representing SEB Funds), proposes that Per Nyberg or, in case he is unable to serve, the person suggested by the Nomination Committee, is elected Chairman of the AGM.
 

Election of two persons to certify the minutes, item 5

The Nomination Committee proposes that Patrik Jönsson, representing SEB Funds, and Robert Forchheimer or, in case anyone of them is or both of them are unable to serve, the person or persons suggested by the Nomination Committee, are elected to certify the minutes.
 

Dividend, item 9

The Board of Directors proposes an ordinary dividend of SEK 1,30 per share and an extraordinary dividend of SEK 1,00 per share. It is proposed that the record date for being entitled to receive dividends shall be Thursday, September 10, 2026. If the AGM decides in accordance with the proposal by the Board of Directors, dividends are expected to be paid on Tuesday, September 15, 2026 through Euroclear Sweden AB.
 

Board of Directors etc, items 11-15

The Nomination Committee proposes that the Board of Directors shall comprise of nine members. Anders Persson, Torbjörn Kronander, Tomas Puusepp, Birgitta Hagenfeldt, Jan-Olof Brüer, Fredrik Robertsson and Ulrika Unell are proposed to be re-elected as members of the Board of Directors and that Michael Brüer and Joel Kronander are proposed to be elected as new members of the Board of Directors. Michael Brüer and Joel Kronander currently serve as deputy members of the Board of Directors.

It is proposed that Jan-Olof Brüer is re-elected Chairman of the Board of Directors.

The Nomination Committee’s statement in respect of their proposal and other information regarding the proposed members of the Board of Directors is available at https://investor.sectra.com/agm2026.

The Nomination Committee proposes that Ernst & Young AB is appointed as auditor until the close of the next AGM. Ernst & Young AB has announced that if the AGM approves of the proposal, Authorized Public Accountant Andreas Troberg will be the Auditor in Charge.

It is proposed that director fees shall amount to SEK 370,000 (previously SEK 350,000) for each of the external members of the Board and to SEK 740,000 (previously SEK 700,000) for the Chairman of the Board. For Audit Committee work it is proposed that fees shall amount to SEK 80,000 (previously SEK75,000) for each of the external members and to SEK 160,000 (previously SEK 150,000) for the Chairman of the Audit Committee. In addition, it is proposed that for the Remuneration Committee fees shall amount to SEK 35,000 (no change) for each of the external members and 70,000 (no change) for the the Chairman of the Remuneration Committee. Finally, the Nomination Committee proposes that the auditor’s fee shall be paid pursuant to approved account.

The Nomination Committee's proposal is supported by shareholders representing more than 65 percent of the votes in the company.
 

Approval of the remuneration report, item 16

The Board of Directors proposes that the AGM resolve to approve the remuneration report by the Board of Directors according to Chapter 8 Section 53a of the Companies Act (2005:551).
 

Principles for salary and other forms of remuneration for senior executives, item 17

The Board of Directors proposes that the AGM resolve to approve the following principles for salary and other forms of remuneration for senior executives of Sectra:

Scope and applicability of the guidelines

These guidelines cover the President and CEO, other members of Group Management and, where applicable, remuneration to Board members for work performed above and beyond their commission. The guidelines will be applied to contractual remuneration, and changes made to remuneration already contracted, after the guidelines are adopted by the 2026 AGM.

The guidelines do not cover remuneration that has been decided by the General Meeting of Shareholders. Board fees will not be paid to executives employed in the Group.

The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability

Briefly, Sectra’s business strategy entails developing and selling products and services for medical IT and cybersecurity. Helping customers improve the efficiency and quality of patient care and increase cybersecurity in critical functions of society is the company’s most significant contribution to a more sustainable society. For more information about the company’s business strategy, refer to Sectra’s latest Annual Report available at the company’s website, https://sectra.com.

Successfully implementing the company’s business strategy and looking after the company’s long-term interests including sustainability assumes that the company can recruit and retain qualified employees. This requires the company to offer competitive remuneration. These guidelines make it possible to offer senior executives competitive total remuneration.

Long-term share-based incentive programs have been introduced at the company in certain years. These programs are adopted, where necessary, by the General Meeting of Shareholders and are thus not covered by these guidelines.

Forms of remuneration, etc.

The terms and conditions of remuneration must emphasize remuneration after performance, and vary in relation to the individual’s performance and the Group’s earnings. Total remuneration shall be on market terms and can consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits.

Fixed remuneration

Fixed remuneration consists of a basic annual salary (the “Basic Salary”), which is to be competitive in the relevant market and reflect the responsibilities that the job entails. Salary levels will be reviewed once a year to ensure continued competitiveness and to reward individual performances.

Variable remuneration

Variable cash remuneration covered by these guidelines must be intended to promote the company’s business strategy and long-term interests, including sustainability.

Variable cash remuneration will be based on predetermined and measurable criteria. These criteria must be based on (i) financial earnings (profit, financial efficiency and sales) or alternately operational goals that over the long term are intended to lead to solid financial results; (ii) share-related goals and (iii) non-financial goals such as sustainability, customer satisfaction, quality and corporate culture. They could also consist of individually adapted quantitative or qualitative goals.

Meeting the criteria for disbursement of variable cash remuneration should be measurable over a period of one or more years. Variable cash remuneration can total a maximum of 100 percent of the Basic Salary excluding vacation supplement as regards financial, operative, non-financial and individually adapted goals and a maximum of 25 percent as regards share-related goals during the relevant measurement period.

When the measurement period for meeting the criteria for disbursement of variable cash remuneration has concluded, the extent to which the criteria were met must be determined. The Remuneration Committee is responsible for the assessment regarding variable cash remuneration to the CEO. As regards variable cash remuneration to other executives, the CEO is responsible for the assessment. As regards financial goals, the assessment must be based on the latest financial information released by the company.

In addition to variable remuneration that executives may receive in accordance with these guidelines, the Board of Directors may decide that such executives could be covered by programs for variable remuneration that also cover personnel categories other than senior executives such as all employees in the Group or in a particular business area. Such programs must entitle all employees (regardless of position) to the possibility of the same nominal remuneration.

The Board of Directors must also have the legal or contractual possibility — with the ensuing limitations — of demanding the return in full of erroneously disbursed variable remuneration (so called clawback). Such request for repayment must, where applicable, be made within five years of the disbursement.

Pension and other benefits

For the CEO and other executives covered by these guidelines, retirement and survivor benefits including health insurance must be provided and are to be defined-contribution. Variable cash remuneration must not be pensionable. Pension premiums must total a maximum of 30 percent of the Basic Salary.

The executive must be provided with the possibility of exchanging a portion of the Basic Salary with other benefits such as life insurance, healthcare insurance and a company car, provided that it is cost-neutral for the company.

As regards terms of employment subject to laws other than Swedish, the company may make the proper adjustments concerning pension and other benefits in order to comply with compulsory regulations or local practice, in which case the overall goals of these guidelines must be met to the greatest possible extent.

Period of notice

The period of notice shall be agreed individually and not be more than 18 months.

Salary and conditions of employment for employees

In preparing the Board’s proposal for these remuneration guidelines, salary and conditions of employment for the company’s employees were taken into account through information on total employee remuneration, the components of remuneration and the increase (and rate of increase) of the remuneration forming a part of the basis for decision by the Board and the Remuneration Committee in assessing the reasonableness of the guidelines and the ensuing limitations.

The decision-making process for adopting, reviewing and implementing the guidelines

The Board of Directors has established a Remuneration Committee, the tasks of which include preparing the Board’s decisions on proposals for guidelines on remuneration to senior executives. The Board of Directors will draw up proposals for new guidelines at least once every four years, and present the proposal for resolution by the AGM. The guidelines will be in force until new guidelines are adopted by the General Meeting of Shareholders.

Remuneration to the CEO and, where applicable, Board members (above and beyond ordinary remuneration resolved on by shareholders’ meetings) is decided by the Board based on the recommendations of the Remuneration Committee. Remuneration to other executives is determined by the CEO. The Remuneration Committee must also monitor and evaluate programs for variable remuneration to Group Management, the application of guidelines for remuneration to senior executives and applicable remuneration structures and remuneration levels in the company. The members of the Remuneration Committee are independent in relation to the company and Group Management. To the extent they are affected by such issues, neither the CEO nor other members of Group Management are present when the Board discusses and decides on issues related to remuneration.

Departures from the guidelines

The Board of Directors may decide to temporarily depart from the guidelines in full or in part if, in an individual case, there are particular reasons to do so and a departure is necessary to safeguard the company’s long-term interests, including its sustainability, or to ensure the company’s financial strength. As indicated above, the tasks of the Remuneration Committee include preparing Board decisions on remuneration issues, which includes decisions on departures from the guidelines.
 

Long term performance based incentive program 2026, item 18

Background and motive

As an employer, Sectra wants to both retain and recruit competent employees who are expected to contribute to the group's continued good development. The remuneration through the long-term incentive program that is proposed shall promote well thought-out decision-making and desirable results in a manner that is in line with the company's vision and values.

The intention is to increase the participants' affiliation with the company, which is expected to be good for the company in the long term. The Board of Directors wants the employees, through the Program, to be encouraged to increase ownership in the company and has therefore proposed a share-based compensation where a condition for it to be paid is that certain criteria must be met. Increasing the employees’ share of ownership is expected to lead to an increased level of loyalty towards the company. Participation in the Program is voluntary.

The Board of Directors’ proposal is set out in items 18 a - 18 c below. In order to obtain a valid decision, it is necessary to obtain the support of shareholders representing at least nine tenths of the votes cast as well as of the shares represented at the AGM. The decisions pursuant to this item 18 are proposed to be conditional on each other as well as on the decision to acquire and dispose of the company’s own shares according to item 19.

Resolution on terms and instructions for the incentive program (item 18 a)

The Board of Directors proposes that the AGM resolves on the introduction of one new long-term incentive program for employees within the Sectra Group in accordance with the following (“LTIP 2026” or the “Program”). LTIP 2026 will comprise a maximum of 1,500 employees within the Sectra Group.

At full allotment of so-called Performance Shares (as defined below) to the participants of LTIP 2026, a maximum of 1,000,000 shares in the company will be required. These shares will be enough to cover allotment to employees at full performance and to cover the costs of the social security contributions and payroll overhead that are expected to arise in connection with the allotment of the Performance Shares. To this, an assessment has been made that the average social security contributions and payroll overhead (considering all the countries in which employees who can receive Performance Shares are located) when allotted are approximately 28 percent of the Performance Shares that may be allotted. This means that a maximum of 780,000 shares are proposed to be allotted to employees and that 220,000 are intended to be sold over the stock exchange to cover social security contributions and payroll overhead.

Definitions:

1. The Employment Condition refers to the employment conditions that employees must meet in order to be eligible to participate in the Program, namely either that the person (i) is a permanent or probationary employee of the Sectra Group for at least 50 percent of full time at the time of the AGM on September 8, 2026, provided that the person in question then has commenced his or her employment and has not resigned or been dismissed from his employment or has retired or (ii) is deemed by the Remuneration Committee (or, after authorization by the Remuneration Committee, the Sectra CEO) to fulfill the criteria for a Key Person (see below) and who commences his or her employment after the AGM on September 8, 2026 but not later than the day before (a) the AGM 2028 or (b) a resolution by the general meeting to adopt a new long term performance based incentive program, whichever the first to occur of (a) or (b). Permanent and probationary employees who are on sick leave, on leave of absence or on parental leave are also covered by the Program. The Board of Directors has the right to make exceptions from these terms if, according to the Board of Directors’ reasonable assessment, there are special reasons.
2. A Key Person is an employee who (i) makes extraordinarily strong contributions to the Sectra Group's development, (ii) is in a senior position, (iii) has particular specialist competence or (iv) in any other way is considered of special importance for the Sectra Group's development.
3. The Qualification Period refers to May 1, 2026 – April 30, 2031. For Key Persons that are employed after the day of the 2026 AGM, the Qualification Period shall, however, be a period that commences on May 1 the financial year after the person’s commencement of employment and run until April 30, 2031.
4. A Performance Share refers to a Series B share in the company.
5. A Share Grant refers to a right to receive a Performance Share free of charge, provided that certain conditions are met. If the company carries out a bonus issue, split, aggregation of shares or a similar measure, as a result of which the number of shares in the company changes, the Board of Directors shall be entitled to recalculate the number of Performance Shares that the participants may be entitled to at a conversion of a Share Grant, if the Board of Directors considers such a recalculation to be called for with reference to the purpose of LTIP 2026.

Summary

LTIP 2026 is proposed to include all employees in the Sectra Group who meet the Employment Condition, meaning that LTIP 2026 is proposed to cover a maximum of 1,500 people. Persons employed after the AGM are not covered by the Program, unless the Remuneration Committee (or the Sectra CEO, see above) considers them to be Key Persons and that they therefore should be part of the Program.

The participants in LTIP 2026 will be allocated individually determined number of Share Grants, which will result in a right to receive Performance Shares at no consideration provided that certain conditions are fulfilled.

Allocation

LTIP 2026 shall comprise a maximum of 780,000 shares for allocation to employees, which means that a maximum of the corresponding number of Share Grants can be allotted.

Each employee shall be offered 150 Share Grants.

In addition, according to the Board of Directors’ instructions, Key Persons can be allocated Share Grants up to a total number of not more than 15,000 Share Grants per person.

Since the Qualification Period for Key Persons that have been employed after the day of the 2026 AGM will be shorter than for persons that were employed on the day of the 2026 AGM, such Key Person’s allocation shall bear the same proportion to the allocation of a Key Person that was employed on the day of the 2026 AGM as such Key Person’s Qualification Period bears to the standard Qualification Period, i e May 1, 2026 – April 30, 2031. Example: If a Key Person commences his or her employment on February 1, 2027, such person’s Qualification Period will be May 1, 2027 – April 30, 2031, i e four financial years instead of five, which means that the Key Person’s allocation shall be four fifths (4/5) of the allocation that an equivalent key person would have received if he or she had been employed on the day for the 2026 AGM.

The Board of Directors shall, no later than December 1, 2026, ensure that the terms and distribution of Share Grants are made accessible for eligible employees. Employees who wish to participate in the Program must, no later than December 16, 2026, give notice whether they wish to participate.

Terms

Share Grants shall be allotted free of charge, after the participant has entered into an agreement with Sectra relating to the allotment of Share Grants and in which the terms of participation are described in more detail. Allotment shall be made no later than December 31, 2026. Share Grants may not be transferred, pledged or otherwise transferred to others, with the exception of the participant’s estate.

A participant’s right to receive Performance Shares is vested during the Qualification Period, provide that the Employment Condition and the Performance Conditions have been fulfilled as detailed below.

The Employment Condition

The participant must fulfill the Employment Condition during the entire Qualification Period. If the participant leaves the employment during a financial year, the participant is not considered to have been employed at all during such financial year, but still during previous financial years during the Qualification Period. The detailed conditions for participants’ entitlement to receive Performance Shares, even if they are leaving their employment, shall be determined by the Board of Directors, which shall be entitled to authorize the Sectra CEO to make such determination.

The Performance Conditions

In order to be able to exercise a Share Grant and thereby obtain a Performance Share, the following performance conditions ("Performance Conditions") must be met:

1. For employees in companies other than Sectra Communications AB and its subsidiaries (the Sectra Communications Group), Sectra must for each financial year during the Qualification Period have achieved

(1) first place in “Best in KLAS” (in any category in the employee’s region, if that region is not the United States, and in any category except for PACS/Radiology for large hospitals in the United States, if the region is the United States) and

(2) first place in "Best in KLAS” for PACS / Radiology for large hospitals in the United States.

The term region shall mean the region to which the person belongs according to KLAS’ division of regions for the awards as of the date on which KLAS announces the award, with the exception for individuals who perform duties for a central function or another region than where such individuals have their employment. For employees within central functions in Sweden and for individuals – irrespective of in which legal entity these individual are employed – who perform duties for a central function (such as Sectra AB, Sectra Imaging IT Solutions AB, Sectra Education AB and Sectra Orthopaedics AB) or another region than that in which they have their employment as well as employees outside the regions applied by KLAS, Sectra shall, as regards performance criteria (1), for each financial year during the Qualification Period have achieved at least two first places in “Best in KLAS” in any category in any of the regions, except for PACS/Radiology for large hospitals in the United States. If an employee changes his or her region during a financial year, such person shall for that entire financial year be considered as belonging to the region in which the person was employed at the commencement of the financial year.

If for a particular financial year KLAS would not grant these awards or the conditions for participating in KLAS’ evaluations would change, Sectra’s Board of Directors may determine that a different customer satisfaction criterion should be used for that particular year.

Best in KLAS means that Best in KLAS which is granted a particular financial year and is determinative for the fulfillment of the performance criteria for the financial year during which the award is announced. Example: if Sectra achieves Best in KLAS in June 2027 that award is relevant for the fulfillment of the performance criteria for the financial year 2027/2028.

1. For employees in the Sectra Communications Group, for each financial year during the Qualification Period, the Sectra Communications Group must have achieved

(1) an operating margin (EBIT margin) of at least (a) 19 percent, as regards the financial year 2026/2027, (b) 20 percent, as regards the financial years 2027/2028 and 2028/2029, and (c) 21 percent, as regards the financial years 2029/2030 and 2030/2031; and

(2) a turnover growth of at least 10 percent compared to the previous financial year. In case of an acquisition or a transfer of a business during a particular financial year, the Sectra’s Board of Directors shall determine what impact it will have on the performance criteria.

1. In the event of transitions between the Sectra Communications Group and other companies within the Sectra Group, the criteria for the Program you leave will apply up to and including the financial year during which the transition occurs and the Program to which you transition shall be applied from the first full financial year after the transition has taken place.

For each financial year during the Qualification Period (with the financial year 2026/2027 being the first) that one of the above-mentioned Performance Conditions has not been met, one tenth of the participant's all Share Grants shall lapse.

The Board of Directors may, with respect to a particular financial year, make an exception from the requirement that a Performance Criteria must be fulfilled in order for Share Rights not to lapse, if there are extraordinary reasons for such an exception.

When allocating Performance Shares, the total sum of the number of Share Grants is rounded down to the nearest whole number. Performance Shares shall be allotted by August 31, 2031, at the latest.

Taxation

LTIP 2026 has been designed in such way that participants are normally taxed for the benefit of receiving shares only the income year in which the Performance Shares are received, however, the tax rules may be different in some countries where Share Grants are granted. The taxable benefit value that arises is normally calculated as the share's market value when it is received. The benefit value is normally taxed for the participants as income from employment, which means that social security contributions will be levied on the employer.

Preparation of the proposal

LTIP 2026 has been prepared by the company's Board of Directors in consultation with external advisors and has been processed by the Board of Directors at a meeting on July 7, 2026.

Design and handling

The Board of Directors shall be responsible for the detailed design and handling of LTIP 2026, within the framework of the specified terms and instructions, including provisions for recalculation in the event of changes in Sectra's capital structure such as intermediate bonus issue, split, aggregation of shares or a similar measure, as a result of which the number of shares in the company changes. In connection with this, the Board of Directors shall have the right to make adjustments to comply with special foreign rules or market conditions. If there are significant changes in the Sectra Group or its surroundings, which would mean that decided conditions for the allocation and vesting of Share Grants according to LTIP 2026 are no longer appropriate, the Board of Directors shall have the right to make other adjustments. Before the Board of Directors decides on vesting and payment in accordance with the terms of the Share Grants, the Board of Directors shall determine whether the outcome from LTIP 2026 is reasonable. This determination shall be performed in relation to the company's financial results and position, the conditions on the stock market and otherwise. If the Board of Directors, in its determination, concludes that the outcome is not reasonable, the Board of Directors shall be able to reduce the number of Class B shares to be allotted.

Receipt of Performance Shares in accordance with LTIP 2026 and hedging measures

In order to be able to implement LTIP 2026 in a cost-effective and flexible manner, the Board of Directors has considered different methods for acquiring and transferring Class B shares to participants who have been allocated Share Grants and to finance social security contributions and payroll overhead. The Board of Directors has taken into account that all the shares issued under the incentive programs LTIP 2021, LTIP 2022 and LTIP 2024 and which are held by the company will not be required for the allotment and financing of social security contributions and payroll overhead under those programs.

The Board of Directors has in the light of this found it to be most cost-effective, and therefore proposes, that the shares which are required for LTIP 2026 shall be acquired by the Board of Directors in different manners:

1. To the extent that shares acquired under the previously mentioned programs (LTIP 2021, LTIP 2022 and LTIP 2024) are not required for the programs for which they have been acquired, such shares shall be possible transfer to participants in other programs (including LTIP 2026) or be used to finance social security contributions and payroll overhead as a result of other programs (including LTIP 2026). Correspondingly, shares acquired under LTIP 2026 should be possible to transfer to participants in other programs or to finance social security contributions and payroll overhead as a result of such other programs.

1. Since previously issued shares are not expected to be sufficient for the requirements that arise as a result of LTIP 2026, it is proposed that the Board of Directors be authorized – as the Board of Directors may decide – to either (i) acquire the company’s own shares in accordance with item 19 below or (ii) resolve to issue a maximum of 1,000,000 C shares to the bank that the company engages, in order to facilitate the delivery of Performance Shares and financing of costs for social security contributions and payroll overhead under LTIP 2026, after which the issued Class C shares could be repurchased and be converted to Class B shares (see item 18 (b) below). A maximum of 780,000 of the company’s own Class B shares (acquired under (i) or issued under (ii) above) should thereafter be transferred at no consideration to participants of LTIP 2026 and other incentive programs and a maximum of 220,000 of the Company’s own Class B shares should thereafter be transferred at Nasdaq Stockholm to finance social security contributions and payroll overhead under LTIP 2026 and other incentive programs (see item 18 (c) below).

Costs and impact on important key ratios etc

Assuming a share price of SEK 279 upon allotment of the Share Grants, the cost, including estimated costs for social security contributions, is estimated to amount to approximately SEK 272.5 million for the entire period of five years. The finally reported cost depends on the degree to which performance and employment conditions are met and on the value development of Sectra's share price. The costs of administering the Program will be minimized and taken on an ongoing basis but is estimated to a maximum of 5 percent of the total scope of the Program.

LTIP 2026 will be reported in accordance with IFRS 2 Share-based Payments (Sw: Aktierelaterade ersättningar) and the cost of social security contributions will be reported in accordance with UFR 7 IFRS 2 and social security contributions for listed companies (Sw: IFRS 2 och sociala avgifter för noterade företag). This means that the fair value of the Share Grants when allocating the Share Grants will be recognised as an employee cost and accrue over the vesting period, based on ongoing assessments and finally on the final outcome of the performance and employment conditions. The cost of social security contributions is accrued in a corresponding manner but on an ongoing basis and finally upon vesting based on the current share price.

The company currently owns 2,453,406 own Class B shares, which is equal to the maximum number of shares required for the programs LTIP 2021, LTIP 2022 and LTIP 2024.

Dilution of existing shares and votes

If the Performance Shares, which subsequently should be transferred to the participants, are acquired in accordance with the authorization to acquire the company’s own shares which the Board of Directors proposes that it should get pursuant to item 19 below (to the extent that previously acquired shares are not used) there will be no dilution of existing shareholders. If the Board of Directors would make use of the authorization to issue not more than 1,000,000 Class C shares, this would result in a dilution of 0.5 percent. If added to the previous programs LTIP 2021, LTIP 2022 and LTIP 2024, this will result in a total a maximum dilution of 1.8 percent.

Resolution on authorizing the Board of Directors to resolve upon (i) a new issue of shares of series C and (ii) the repurchase of series C shares (item 18 b)

Authorization for the Board of Directors to resolve upon the issue of C shares

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to increase the company's share capital by a maximum of SEK 200,000 through the issue of a maximum of SEK 1,000,000 C shares, on one or more occasions, up until the AGM 2027. The new shares shall, with deviation from the shareholders' preferential rights, be subscribed for by such bank with which the company signs a cooperation agreement to facilitate the delivery of Performance Shares and financing of social security costs under the long-term incentive program LTIP 2026 at a subscription price corresponding to the quota value. Payment shall be made in cash. The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights in carrying out the issue is to ensure delivery of shares to participants in accordance with LTIP 2026 and other incentive programs which the general meeting of shareholders approves and to cover any social security costs due to LTIP 2026 and such other incentive programs.

Authorization for the Board of Directors to resolve upon repurchase of own C shares

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to, on one or more occasions, resolve upon the repurchase of class C shares up until the AGM 2027. Repurchases may only take place through an acquisition offer addressed to all holders of class C shares and shall include all outstanding class C shares. Acquisitions must be made at a price corresponding to the share's quota value. Payment for acquired C shares must be made in cash. The purpose of the proposed repurchase authorization is to ensure delivery of Performance Shares in accordance with the long-term performance-based incentive programs LTIP 2026 and other incentive programs which the general meeting of shareholders approves and to cover any social security costs due to LTIP 2026 and such other incentive programs.

Resolution on the acquisition of class C shares may only be made provided that the company's holding of its own shares at any given time does not exceed 10 percent of all shares in the company (including such shares that are acquired in accordance with item 19 below).

Resolution on transfer of series B shares (paragraph 18 c)

The Board of Directors proposes that the AGM resolves that a maximum of 780,000 class B shares shall be transferred at no consideration to participants in accordance with the terms of LTIP 2026. Moreover, it is suggested that own shares acquired under LTIP 2021, LTIP 2022, LTIP 2024 and LTIP 2026 and which are not required for the programs for which they have been acquired shall be transferred at no consideration in according to other programs which the general meeting of shareholders approves and on Nasdaq Stockholm to finance social security contributions and payroll overhead for such incentive programs. At transfers on Nasdaq Stockholm the transfers shall be made at a price per share within the applicable trading range applicable from time to time. The number of shares that can be transferred may be recalculated as a result of intermediate bonus issue, aggregation of shares, split, or a similar measure, as a result of which the number of shares in the company changes.
 

Resolution regarding authorization for the Board of Directors to acquire and dispose of the company’s own shares, item 19

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 percent of the total number of shares issued by the company. Acquisitions of shares shall be made either on Nasdaq Stockholm, at a purchase price per share which is not less than the lowest possible market price and shall not be higher than the higher of the price of the last independent trade and the highest current independent bid on Nasdaq Stockholm, , 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 percent of the prevailing market price for the Class B shares. The same price shall apply for Class A shares and Class B shares. The Company may at acquisitions on Nasdaq Stockholm assign to a member of Nasdaq Stockholm to accumulate a certain amount of the company’s own shares by proprietary trading during a certain time period and on the day of delivery pay the volume weighted average price for the market as a whole for such period of time, even if the volume weighted average price falls outside the range of prices on the day of delivery.

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 transfer all shares held by the company. The transfer of shares shall be made on Nasdaq Stockholm at a price per share within the trading range applicable from time to time. The transfer of shares may also be carried out outside of Nasdaq Stockholm, with or without preferential rights for the shareholders, and with or without provisions regarding contributions in kind or set off in in order to be used as consideration in connection with the acquisition of whole or parts of companies or businesses, in connection with market investments, or to finance acquisitions of companies or businesses. At a disposal outside Nasdaq Stockholm the price shall be equal to an estimated market value and may consist of other contribution than cash.

The purpose with the authorization is to give the Board of Directors increased flexibility and to use own shares in connection with the acquisition of whole or parts of companies or businesses or in connection with market investments, to adapt the company’s capital structure to the capital need from time to time, to finance acquisitions of companies or businesses and to secure the acquisition and delivery of Class B shares to the participants in the company’s incentive programs and to cover costs as a result of such incentive programs.

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, Section 22 of the Companies Act will be available at the company’s offices in Linköping and on the company’s website, https://investor.sectra.com/agm2026, at the latest as of August 18, 2026. Shareholders wishing to take part of the statement may notify the company, whereupon it will be sent by mail to the address provided.
 

Resolution regarding authorization for the Board of Directors to issue new shares, item 20

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 18,500,000 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, 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.
 

Miscellaneous

Valid resolutions under item 18 above require the support of shareholders holding not less than nine tenths of both the votes cast and the shares represented at the AGM. Valid resolutions under items 19 and 20 above require the support of shareholders holding not less than two thirds of both the votes cast and the shares represented at the AGM.

Complete proposals will be available at the company’s offices in Linköping and on the company’s website, https://investor.sectra.com/agm2026 at the latest as of August 18, 2026. This is also where the annual report, which was made public on 8 July 2026, is available. Shareholders wishing copies 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 of the Companies Act, 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 31, 2026, the company’s’ share capital amounted to SEK 39,024,179 allocated among a total of 195,120,895 shares, of which 13,103,460 Class A shares with ten votes each and 182,017,435 Class B shares with one vote each, that is, a total of 313,052,035 votes. The company owns 2,453,406 Class B-shares which cannot be represented at the AGM.

Linköping in August 2026

Sectra AB (publ)

The Board of Directors

This information constitutes information that Sectra AB (publ) is obliged to make public pursuant to Nasdaq’s Nordic Main Market Rule Book for Issuers of Shares. The information was submitted for publication, through the agency of the contact person set out below, at 10.30 a.m. (CEST) on August 6, 2026.

For further information, please contact:
Dr. Torbjörn Kronander, President and CEO, Sectra AB, +46 (0) 705 23 52 27

About Sectra
Sectra contributes to a healthier and safer society by assisting health systems throughout the world to enhance the efficiency of care, and authorities and defense forces in Europe to protect society’s most sensitive information. The company, founded in 1978, is headquartered in Linköping, Sweden, with direct sales in 23 countries, and distribution partners worldwide. Sales in the 2025/2026 fiscal year totaled SEK 3,542 million. The Sectra share is quoted on the Nasdaq Stockholm exchange. For more information, visit Sectra’s website.

Tags: