ELEKTA AB The shareholders of
Pursuant to temporary legislation, the Board of Directors has decided that the Meeting should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the meeting shall be able to exercise their voting rights only by voting in advance, so-called postal voting. Information on the resolutions passed at the Meeting will be published on Thursday
RIGHT TO PARTICIPATE AND NOTIFICATION TO THE COMPANY
Shareholders wishing to attend the General Meeting through postal voting must:
· be registered as shareholders in the share register maintained by
· give notice of their participation by casting their postal vote in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by
Shareholders whose shares are registered in the names of nominees must temporarily re-register the shares in their own names in the register of shareholders kept by
POSTAL VOTING
The shareholders may exercise their voting rights at the Meeting only by voting in advance, so-called postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form is available on the Company’s website, www.elekta.com. The postal voting form constitutes notification of participation in the Meeting.
The completed form, with any appendices, must be received by the company no later than on Wednesday
In the postal voting form, shareholders may request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Meeting decides on it or if shareholders of at least one tenth of all shares in the Company request it.
If the shareholder votes in advance by proxy, a signed and dated proxy shall be enclosed to the postal voting form. Proxy forms in Swedish and English are available on the Company’s website, www.elekta.com. Proxy forms may also be obtained from the Company or be ordered from
Further instructions and conditions are included in the advance voting form.
For general questions about the Meeting or to have the advance voting form and/or a proxy form sent by post, please contact
INFORMATION
The shareholders have a right to request information regarding the matters on the agenda or the Company’s financial situation in accordance with Chapter 7, Section 32 and 57 of the Swedish Companies Act. A request for such information shall be made in writing to
AGENDA
1. Opening of the Meeting
2. Election of the Chair of the Meeting
3. Preparation and approval of the list of shareholders entitled to vote at the Meeting
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination of whether the Meeting has been duly convened
7. Presentation of the Annual Report and the Auditor’s Report and the consolidated accounts and the Auditor’s Report for the Group
8. Resolution concerning adoption of the balance sheet and the income statement and the consolidated balance sheet and the consolidated income statement
9. Resolution concerning dispositions of the Company’s earnings pursuant to the adopted balance sheet and determination of the record day for dividend
10. Resolution concerning the discharge of the Directors and the President and CEO from personal liability
11. Determination of the number of Directors and any deputy Directors
12. Determination of the fees to be paid to the Directors and the Auditor
13. Election of Directors, Chair of the Board of Directors, and any deputy Directors
14. Election of Auditor
15. Resolution regarding approval of the Remuneration Report
16. Resolution regarding
(a) Performance Share Plan 2022
(b) transfer of own shares in conjunction with the Performance Share Plan 2022
17. Resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with the Performance Share Plan 2020, 2021 and 2022
18. Resolution regarding
(a) authorization for the Board of Directors to decide upon acquisition of own shares
(b) authorization for the Board of Directors to decide upon the transfer of own shares
19. Resolution proposals by the shareholder
20. Closing of the Meeting
PROPOSALS BY THE BOARD OF DIRECTORS AND THE NOMINATION COMMITTEE
Item 2 – Chair of the Meeting
The Nomination Committee proposes
Item 3 – The list of shareholders entitled to vote at the Meeting
The voting list proposed for approval under item 3 on the agenda, is the voting list drawn up by
Item 5 – Persons to approve the minutes
Per Colleen and Filippa Gerstädt, or if one or both of them are prevented, the person or persons instead appointed by the Nomination Committee, are proposed to be elected to approve the minutes of the Meeting together with the Chairman. The task of approving the minutes of the Meeting also includes verifying the voting list and that the postal votes received are correctly stated in the minutes of the Meeting.
The Board of Directors proposes that the Meeting resolves to approve that of the Company’s unappropriated earnings,
Items 11–14 – Election of the Board of Directors and Auditor and remuneration to the Board of Directors and the Auditor
The Nomination Committee proposes that the Board of Directors shall consist of eight Directors, without deputy Directors.
The Nomination Committee proposes increased fees to the Board of Directors, and increased remuneration for committee work. Accordingly, the Nomination Committee proposes that fees for the period until the next Annual General Meeting shall be paid to the Board of Directors with a total of SEK 6,015,000 (5,040,000), of which
Remuneration to the Auditor is proposed to be paid according to an invoice approved by the Company.
The Nomination Committee proposes that
A presentation of the persons proposed by the Nomination Committee for election to the Board of Directors can be found on the Company’s website, www.elekta.com.
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered public accounting firm
Item 15 – Resolution regarding approval of the Remuneration Report
The Board of Directors proposes that the Meeting resolves to approve the Board's Remuneration Report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Item 16 (a) –Resolution regarding Performance Share Plan 2022
Performance Share Plan 2022 (“PSP 2022”) includes the Board of Directors’ proposal for resolutions on implementation of a performance share plan, equivalent to the performance share plan resolved by the Meeting in 2021, and transfer of treasury shares.
Background
Long-term variable compensation is an integral part of Elekta’s remuneration strategy. Elekta has annually resolved on long-term incentive programs for executive management and key employees within the Group.
The Board of Directors proposes that Elekta’s long-term variable compensation in 2022, like last year, shall include the executive management and a few selected key employees in the same long-term performance share plan. The Board of Directors proposes that the Meeting resolves on PSP 2022 pursuant to the main principles set forth below. The Board of Directors considers that PSP 2022 fulfils the purpose of aligning the interests of the participants and the shareholders, strengthens Elekta’s ability to attract, retain and motivate qualified employees and strengthens Elekta’s focus and objective to meet its long-term business and share price goals.
Proposal for a resolution for a Performance Share Plan 2022
The Board of Directors proposes that the Meeting resolves on the implementation of the PSP 2022. In order to implement the PSP 2022, the Board of Directors proposes that no more than 1,250,000 shares of series B in Elekta may be used in the PSP 2022 to be transferred to employees in the Group and that up to 30 per cent of these shares may be sold on Nasdaq Stockholm in order to cover, inter alia, social contribution costs.
The Board of Directors proposes that the Meeting resolves in accordance with the proposals set out below.
Implementation of the Performance Share Plan 2022
The PSP 2022 shall be offered to individuals with great opportunities to impact the Company’s long-term performance both in current roles but also for future roles, i.e. the President and CEO, executive management and nominated key persons, all in all about 25 employees.
The Board of Directors will determine a maximum value for the PSP 2022 participant group. The maximum value for all participants can be up to 80 per cent of annual base salary at the beginning of the fiscal year 2022/2023. The actual maximum value will be subject to each participant’s individual performance evaluation for the past fiscal year. The total sum of the maximum value for all participants in the PSP 2022 will not exceed
Each participant’s maximum value shall be converted into a number of shares of series B, based on the average closing share price of the Elekta series B share on Nasdaq Stockholm during a period of ten trading days before the day the participants are offered to participate in the program.
Participants in the PSP 2022 will be granted a conditional award over performance shares, which is a right to receive a specific number of such shares at a future date, provided the relevant conditions are met. The total number of shares of series B that can be received is dependent on the degree of fulfilment of one target, Elekta’s Total Shareholder Return (“TSR”) relative to the OMXS30 Index over a three-year period. For the PSP 2022, the minimum performance requirement is that Elekta TSR outperform the OMXS30 Index with at least +0,1 per cent. The maximum performance level requires that Elekta TSR outperform the OMXS30 Index at or above +15 per cent. If the minimum performance level is reached, the allocation will amount up to (and will not exceed) 30 per cent of annual base salary at the beginning of the fiscal year 2022/2023. The actual allotment at reached minimum level will be subject to each participant’s individual performance evaluation for the past fiscal year. If the maximum performance level is reached or exceeded, the allocation will amount to (and will not exceed) the maximum number of performance shares. If performance is below the maximum level but above the minimum level the allocation will be proportional between the minimum level and the maximum level. No allocation will be made if performance is below the minimum level.
The performance target shall be adjusted at the occurrence of events affecting the number of outstanding shares in the Company, or unforeseen material events affecting the Group´s operations or otherwise affecting the performance targets and deemed relevant by the Board of Directors. Should the accounting principles change, or should the Company decide on restructuring costs, the Board of Directors may decide on changes to the PSP 2022 performance targets.
The receipt of shares normally requires that the persons are employed in the Group at the end of the Performance Year 2024/2025.
If all conditions included in the PSP 2022 are met, allotment of shares of series B shall be made free of charge three years after an agreement has been entered into and following approval by the Board of Directors. Before the number of shares to be received are finally determined, the Board of Directors shall examine whether the allotment is reasonable considering the Company’s financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the Board of Directors, reduce the number of shares to be allotted to the lower number of shares deemed appropriate by the Board of Directors.
The participants shall not provide any consideration for their rights under the program.
The participants shall at allotment of shares of series B receive cash compensation for any cash dividend under the three financial years 2022/2023–2024/2025.
The number of shares included in the proposal may be recalculated by the Board of Directors due to changes in the capital structure, such as a bonus issue, a consolidation or a split of shares, new issue or reduction of the share capital or similar measures.
The Board of Directors, or a committee established by the Board of Directors for this purpose, will be responsible for the detailed drafting and management of the PSP 2022, within the scope of the principal conditions and guidelines specified. The Board of Directors shall thereupon be entitled to make adjustments to meet specific rules or market conditions abroad. Hence, the Board of Directors can decide on the implementation of an alternative cash-based incentive solution for participants in countries where the allotment of Performance Shares is not appropriate, or if such solution is otherwise considered appropriate. The Board of Directors shall also be entitled to make other adjustments provided that there are substantial changes in the Group or its business environment which would signify that conditions for allocation in accordance with the PSP 2022 are no longer appropriate. Such alternative incentive solutions shall to the extent practically possible be designed to correspond to the terms of the PSP 2022.
Participation in the PSP 2022 assumes that such participation is legally possible and suitable, and that the administrative costs and financial efforts are reasonable in the opinion of the Board of Directors.
In order to reduce the economic risk due to an increase of the share price during the term of the performance shares and in order to secure the ability to deliver shares of series B, Elekta intends to acquire and transfer own shares.
Costs of Performance Share Plan 2022
Assuming maximum allotment under the PSP 2022 and a share price of
Assuming maximum allotment of shares under the PSP 2022 and a share price of
Hedging actions
In order to secure delivery under the PSP 2022, the Board of Directors proposes under item 16 (b), that no more than 1,250,000 shares of series B may be transferred to employees in the Group. Further, the Board of Directors proposes under item 17 that the Board of Directors shall be authorized to decide upon the transfer of no more than 639,815 own shares of series B on Nasdaq Stockholm in order to cover, inter alia, social contribution costs under PSP 2022. Further, the Board of Directors proposes under item 18 (a) that the Board of Directors shall be authorized to decide upon acquisition of own shares of series B in order to, inter alia, facilitate hedging and delivery of shares under PSP 2022. If the proposal to transfer repurchased shares to program participants should not be approved by the Meeting, the Board of Directors will consider other means to meet the delivery undertakings under the PSP 2022.
Preparation of the proposal
The proposal has been prepared by the Company’s
Outstanding incentive programs in Elekta
For a description of Elekta’s on-going share related incentive programs, reference is made to note 7 in Elekta’s annual report for 2021/2022.
Majority requirement
The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 16 (a) must be supported by shareholders representing more than half of the votes cast, or, in the event of a tied vote, through the Chair of the Meeting exercising his or her casting vote.
Item 16 (b) – Resolution regarding transfer of own shares in conjunction with the Performance Share Plan 2022
The Board of Directors proposes that the Meeting resolves on transfer of own shares of series B as a result of the PSP 2022 on the following terms.
(i) No more than 1,250,000 shares of series B may be transferred with deviation from the shareholders’ preferential rights.
(ii) Right to acquire shares shall be granted to such individuals within the Group covered by the terms and conditions for the PSP 2022. Further, subsidiaries within the Group shall have the right to acquire shares free of consideration and such subsidiaries shall be obligated to immediately transfer shares free of consideration to their employees covered by the terms of the PSP 2022.
(iii) The employee shall have the right to receive shares in accordance with the terms of the PSP 2022 and during the period when the employee is entitled to receive shares in accordance with the terms of the PSP 2022.
(iv) Employees covered by the terms of the PSP 2022 shall, subject to certain conditions, receive shares of series B free of consideration.
The reasons for deviation from the shareholders’ preferential rights and the basis for determination of the transfer price are as follows.
The transfer of own shares of series B forms part of the implementation of the proposed PSP 2022. The Board of Directors considers it to be an advantage for the Company and its shareholders that the employees are shareholders in the Company. The basis for determination of the transfer price follows from the Board of Directors’ proposal under item 16 (a) above.
The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 16 (b) is subject to the Meeting having resolved to pass the Board of Directors’ proposal on PSP 2022.
The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 16 (b) must be supported by shareholders representing at least nine-tenths of the votes cast and the shares represented at the Meeting.
Item 17 –Resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with the Performance Share Plan 2020, 2021 and 2022
The Board of Directors proposes that the Meeting authorizes the Board of Directors during the period until the next Annual General Meeting to decide, on one or more occasions, on the transfer of not more than 639,815 own shares of series B on Nasdaq Stockholm, with reference to the Performance Share Plan 2020, 2021 and 2022, to cover certain expenditures, mainly social security contributions. Transfers may be executed at a price that is within the registered price interval (spread) at any given time, meaning the interval between the highest bid price and the lowest ask price at the time of the decision regarding the transfer and in accordance with the rules of Nasdaq Stockholm at any given time. The Board of Directors will be entitled to determine the other terms and conditions of the transfer which, however, shall be in accordance with the market practice.
The resolution of the Meeting in accordance with the Board’s proposal pursuant to this item 17 must be supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the Meeting.
Item 18 (a) –Resolution regarding authorization for the Board of Directors to decide upon acquisition of own shares
The Board of Directors proposes that the Meeting authorizes the Board of Directors during the period until the next Annual General Meeting to decide, on one or more occasions, on the acquisition of a maximum number of own shares of series B so that, after the purchase, the Company holds not more than ten percent of the total number of shares in the Company. Such shares shall be purchased on Nasdaq Stockholm at a price that is within the registered price interval (spread) at any given time, meaning the interval between the highest bid price and the lowest ask price, and in other respects in accordance with the rules of Nasdaq Stockholm at any given time. The purpose of the repurchase of own shares is firstly to align the Company’s capital structure to the Company’s capital requirements and, where appropriate, to enable share transfers in conjunction with the financing of company acquisitions and other types of strategic investments and acquisitions. An additional objective is to facilitate hedging of costs and delivery in relation to the Performance Share Plan 2022.
The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 18 (a) must be supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the Meeting.
Item 18 (b) – Resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares
The Board of Directors proposes that the Meeting authorizes the Board of Directors during the period until the next Annual General Meeting to decide, on one or more occasions, on the transfer of shares of series B in the Company. The shares may only be transferred in conjunction with the financing of company acquisitions and other types of strategic investments and acquisitions, and the transfers may not exceed the maximum number of treasury shares held by the Company at any given time. Transfer of own shares of series B shall be made either on Nasdaq Stockholm or in another manner.
In conjunction with the acquisition of companies or operations, transfer of own shares of series B may be made with deviation from the shareholders’ preferential rights and at a price that is within the so-called spread (see above) at the time of the decision regarding the transfer and in accordance with the rules of Nasdaq Stockholm at any given time. The Board of Directors will be entitled to determine the other terms and conditions of the transfer which, however, shall be in accordance with the market practice. Payment for shares transferred in this manner may be made in cash or through a non-cash issue or offsetting of claims against the Company, or otherwise be subject to terms as set out in Chapter 2, Section 5, second paragraph, 1–3 and 5 of the Swedish Companies Act. The reason for the Board of Directors’ authorization to deviate from the shareholders’ preferential rights is, where appropriate, to be able to transfer shares in conjunction with the financing of any company acquisitions and other types of strategic investments and acquisitions in a cost-efficient manner.
The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 18 (b) must be supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the Meeting.
Item 19 – Resolution proposals by the shareholder
The shareholder
(a) that the second paragraph of Article 5 of the Articles of Association shall read as follows: “All shares carry equal rights.”,
(b) to instruct the Board of Directors to approach the Swedish government in writing to express the desirability of amending the Swedish Companies Act so that the possibility of issuing shares with different voting rights is abolished,
(c) to instruct the Board of Directors to prepare a proposal regarding representation on the Board of Directors and the Nomination Committee for the small and medium sized shareholders, and
(d) to instruct the Board of Directors to investigate the possibilities of introducing a performance-based remuneration for the members of the Board of Directors.
The resolution of the Meeting in accordance with Thorwald Arvidsson’s proposal pursuant to item 19 (a) must be supported by all of the shareholders participating in the general meeting where such shareholders together represent not less than nine-tenths of all shares in the company, or alternatively by shareholders with not less than two-thirds of both the votes cast and the shares represented at the general meeting and provided that the owners of one-half of all shares of series A and nine-tenths of the shares of series A represented at the meeting consent to the alteration.
DOCUMENTS
Complete documents in accordance with the Swedish Companies Act (2005:551) will be available on the Company’s website, www.elekta.com, and at the Company at Kungstensgatan 18 in
THE NUMBER OF SHARES AND VOTES
The total number of shares in the Company amounts to 383,568,409 shares, whereof 14,980,769 shares of series A and 368,587,640 shares of series B, representing a total of 518,395,330 votes. The shares of series A carries ten votes, and the shares of series B carries one vote. The Company holds 1,485,289 shares of series B, which may not be represented at the Meeting. The information pertains to the circumstances as per the time of issuing this notice.
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in relation to the Meeting, see the privacy notice available on Euroclear’s website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors
This information was published at
This is an unofficial translation of the Swedish document. In case of any discrepancies between the Swedish document and this English translation, the Swedish document shall prevail.
About Elekta
As a leader in precision radiation therapy, Elekta is committed to ensuring every patient has access to the best cancer care possible. We openly collaborate with customers to advance sustainable, outcome-driven and cost-efficient solutions to meet evolving patient needs, improve lives and bring hope to everyone dealing with cancer. To us, it's personal, and our global team of 4,700 employees combine passion, science, and imagination to profoundly change cancer care. We don’t just build technology, we build hope. Elekta is headquartered in
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