STOCKHOLM, August 28, 2014 – The Annual General Meeting adopted the following resolutions:
Dividend and appropriation of the Company’s profits
Of the Company’s unappropriated earnings totalling SEK 2,066,623,017, a per-share dividend of SEK 2.00, of which SEK 1.50 is an ordinary dividend and SEK 0.50 is an extraordinary dividend, to be distributed to shareholders. The remaining amount is to be carried forward. The record date for the dividend was set at Tuesday, September 2, 2014 and the payment is expected to be made on Friday, September 5, 2014.
Adoption of the income statement and balance sheet
The meeting adopted the income statement and balance sheet for the Parent Company, as well as the consolidated income statement and consolidated balance sheet as of April 30, 2014. The members of the Board and the former CEO Tomas Puusepp were discharged from liability for fiscal year 2013/14.
Board of Directors and committees
The meeting resolved that the Board of Directors is to comprise eight members without deputies. Hans Barella, Luciano Cattani, Laurent Leksell, Siaou-Sze Lien, Tomas Puusepp, Wolfgang Reim, Jan Secher and Birgitta Stymne Göransson were reelected as members of the Board. Laurent Leksell was reelected as Chairman of the Board.
The following director fees were adopted: SEK 1,040,000 (1,000,000) to the Chairman of the Board, SEK 445,000 (425,000) to each external member of the Board, SEK 90,000 (70,000) to the Chairman and SEK 50,000 (35,000) to other members of the Company’s Remuneration Committee, SEK 200,000 (175,000) to the Chairman and SEK 110,000 (70,000) to other members of the Company’s Audit Committee. No Company-employed Board Members are to receive remuneration or compensation for Committee work.
Before the end of the second quarter of the fiscal year, the Chairman of the Board is to appoint a Nomination Committee by contacting representatives of the four largest holders of voting rights at the last banking day in September, besides the or those shareholders the Chairman of the Board may represent, which may appoint one person each that, together with the Chairman of the Board, shall constitute the Nomination Committee until the end of the next Annual General Meeting, or, where applicable, until a new Nomination Committee has been appointed.
The meeting reelected the registered public auditing firm PwC, with auditor-in-charge Johan Engstam, as auditor for the period until the close of the 2015 Annual General Meeting. Fees will be paid according to an approved account.
Guidelines for remuneration of senior executives
The Meeting approved the guidelines for remuneration and other employment conditions for senior executives. The guidelines apply for employment contracts that become effective after the Meeting’s resolution and in the event that changes are made to existing contracts after this date.
Performance Share Plan 2014
The Meeting resolved to adopt Performance Share Plan 2014. The program comprises about
180 key individuals who will qualify for allotment, free of charge, of Elekta B-shares following expiry of the three year performance period and provided continued employment during the performance period. The total number of shares that can be allotted depends on the degree of fulfilment of two financial targets, which are independent of each other, for the Group’s (i) earnings before interest, taxes and amortizations (EBITA) with 50 per cent weight and (ii) business volume in local currency (sales and orders) with 50 per cent weight. The performance targets are measured and earned by one-third each financial year during the period from the 2014/2015 financial year to the end of the 2016/2017 financial year. Assuming that that the maximum number of shares is allotted under the Performance Share Plan 2014 and a share price of SEK 95, a maximum of 1,139,600 class B shares will be required to fulfil the commitments under the program (including social security contributions), corresponding to approximately 0.30 per cent of the total number of outstanding shares, and the costs, including social security contributions and the financing cost for repurchased own shares, are estimated at approximately SEK 108,262,000.
Acquisition and transfer of own shares
The Meeting authorized the Board of Directors, during the period until the next Annual General Meeting to resolve, on one or more occasions, on the acquisition of a maximum number of own shares so that, after the acquisitions, the Company does not hold more than five per cent of the total number of shares in the Company. The Meeting also authorized the Board of Directors, during the period until the next Annual General Meeting to resolve, on one or more occasions, on transfers of own shares in connection with financing takeovers and other strategic investments.
The proposal which, in the light of the resolution of Performance Share Plan 2014, comprised transfer of treasury shares to employees and authorisation to the Board of Directors to transfer shares on NASDAQ OMX Stockholm with the purpose of covering primarily social security contributions, did not receive the required majority of nine tenths.
In view of the Performance Share Plan 2011, 2012 and 2013, the Meeting authorized the Board of Directors during the period until the next Annual General Meeting, on one or more occasions, to make decisions that not more than 449,200 shares will be transferred on NASDAQ OMX Stockholm with the purpose of covering certain fees, primarily social security contributions.
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Elekta is a human care company pioneering significant innovations and clinical solutions for treating cancer and brain disorders. The company develops sophisticated, state-of-the-art tools and treatment planning systems for radiation therapy, radiosurgery and brachytherapy, as well as workflow enhancing software systems across the spectrum of cancer care. Stretching the boundaries of science and technology, providing intelligent and resource-efficient solutions that offer confidence to both health care providers and patients, Elekta aims to improve, prolong and even save patient lives.Today, Elekta solutions in oncology and neurosurgery are used in over 6,000 hospitals worldwide. Elekta employs around 3,800 employees globally. The corporate headquarters is located in Stockholm, Sweden, and the company is listed on the Nordic Exchange under the ticker STO:EKTAB. Website: www.elekta.com.