STOCKHOLM, September 1, 2016 – The Annual General Meeting adopted the following resolutions:
Dividend and appropriation of the Company’s profits
Of the Company’s unappropriated earnings totalling SEK 2,283,486,617, a per-share dividend of SEK 0.50 to be distributed to the shareholders. The remaining amount is to be carried forward. The dividend will be divided into two payments, of SEK 0.25 per payment. The first record date for the dividend was determined as Monday, September 5, 2016 and the second record day was determined as Monday, March 6, 2017. The payments are expected to be made on Thursday, September 8, 2016 and on Thursday, March 9, 2017.
Adoption of the income statement and balance sheet
The Annual General 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, 2016. The members of the Board were discharged from liability for the fiscal year 2015/16. Furthermore, the two former CEOs, Niklas Savander and Tomas Puusepp, were discharged from liability for the respective periods during the fiscal year 2015/16.
Board of Directors and committees
The Annual General Meeting resolved that the Board of Directors shall consist of nine members without deputies. Luciano Cattani, Annika Espander Jansson, Laurent Leksell, Siaou-Sze Lien, Johan Malmqvist, Tomas Puusepp, Wolfgang Reim, Jan Secher and Birgitta Stymne Göransson were re-elected as members of the Board. Laurent Leksell was re-elected as Chairman of the Board.
The following director fees were adopted: SEK 1,075,000 (unchanged) to the Chairman of the Board, SEK 460,000 (unchanged) to each external member of the Board, SEK 90,000 (unchanged) to the Chairman and SEK 50,000 (unchanged) to other members of the Company’s Executive Compensation & Capability Committee, SEK 200,000 (unchanged) to the Chairman and SEK 110,000 (unchanged) to other members of the Company’s Audit Committee. No Board Members employed by the Company shall receive remuneration or compensation for committee work.
As the Audit Committee after the Annual General Meeting 2015 was increased from three to four members, the Annual General Meeting resolved that retroactive remuneration of SEK 55,000 (based pro rata in relation to the number of attended committee meetings during the year 2015/16) is paid to the fourth member.
The Annual General Meeting re-elected the registered public auditing firm PwC, with Authorized Public Accountant Johan Engstam as auditor in charge, as auditor for the period until the close of the Annual General Meeting 2017. Fees will be paid according to an approved account.
Guidelines for remuneration to the Executive Management
The Annual General Meeting approved the guidelines for remuneration and other employment conditions for Executive Management. The guidelines apply for employment contracts that become effective after the Annual General Meeting’s resolution and in the event that changes are made to existing contracts after this date.
Performance Share Plan 2016
The Annual General Meeting resolved to adopt Performance Share Plan 2016. The program comprises the President and CEO and Executive Management in the Company, in total eleven employees, who will qualify for allotment, free of charge, shares of series B following expiry of the three years 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 one financial target, EPS growth over a three years performance period. The award will vest if the compound annual growth rate of EPS is between 103 per cent and 132 per cent comparing 2018 financial results to 2015. 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 Elekta Group´s operations or otherwise affecting the performance targets and deemed relevant by the Board of Directors. Should the Company decide on changes to the Company’s accounting principles or decide on restructuring costs the Board may decide on changes to the Performance Share Plan 2016 performance targets. Assuming maximum allotment under the Performance Share Plan 2016 and a share price of SEK 65, a maximum of 486,000 shares of series B are required to fulfil commitments under the program (including social security costs), corresponding to approximately 0.10 per cent of the total number of outstanding shares, and the costs, including social security costs and the financing cost for repurchased own shares, are estimated at approximately SEK 31,590,000.
Acquisition and transfer of own shares
The Annual General 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 ten per cent of the total number of shares in the Company. The Annual General 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 and transfers, and not exceeding the maximum number of treasury shares held by the Company at any given time.
In view of the Performance Share Plan 2016, the Annual General Meeting resolved to approve the transfer of treasury shares amounting to not more than 530,000 shares of series B, and to authorize 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 159,000 shares will be transferred on Nasdaq Stockholm with the purpose of covering certain fees, primarily social security costs.
In view of the Performance Share Plan 2014 and 2015, the Annual General 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 299,700 shares will be transferred on Nasdaq Stockholm with the purpose of covering certain fees, primarily social security costs.
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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 NASDAQ Stockholm. Website: www.elekta.com.