The Annual General Meeting adopted the following resolutions:
Dividend and appropriation of the Company’s profits
Of the Company’s unappropriated earnings totaling SEK 2,238,824,174, 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 Friday, September 6 and the payment is expected to be made on Wednesday, September 11.
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, 2013. The members of the Board and CEO were discharged from liability for fiscal year 2012/13.
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, Wolfgang Reim, Jan Secher and Birgitta Stymne Göransson were reelected as members of the Board. Tomas Puusepp was elected as new member of the Board and Laurent Leksell was elected as Chairman of the Board. Akbar Seddigh had declined re-election.
The following director fees were adopted: SEK 1,000,000 (750,000) to the Chairman of the Board, SEK 425,000 (340,000) to each external member of the Board, SEK 70,000 (unchanged) to the Chairman and SEK 35,000 (unchanged) to other members of the Company’s Remuneration Committee, SEK 175,000 (150,000) to the Chairman and SEK 70,000 (unchanged) 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 not fewer than three, and not more than five, of the largest series A- and B-shareholders on the last banking day in September, which will enable each of them to appoint one member who, together with the Chairman of the Board, will comprise the Nomination Committee.
The meeting reelected the registered public auditing firm PricewaterhouseCoopers, with auditor-in-charge Johan Engstam, as auditor for the period until the close of the 2014 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 Program 2013
The Meeting resolved to adopt Performance Share Program 2013. The program comprises about 150 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 number of shares that can be allotted is dependent on average annual percentage growth (CAGR) in earnings per share (EPS) between 9 and 16 per cent during the period 2013/14 – 2015/16. Assuming allotment of the maximum number of shares under Performance Share Program 2013 and a share price of SEK 100, a maximum of 939 600 class B-shares are required to fulfill commitments under the program (including social security), corresponding to approximately 0.25 per cent of the total number of outstanding shares and the expected costs, including costs for social security contributions and financing costs for repurchased shares, is estimated at approximately SEK 93,960,000.
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 10 percent 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.
In view of the Performance Share Program 2013, the Meeting resolved to approve the transfer of treasury shares amounting to not more than 939,600 shares, 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 129,600 shares will be transferred on NASDAQ OMX Stockholm with the purpose of covering certain fees, primarily social security contributions.
In view of the Performance Share Program 2011 and 2012, 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 319,600 shares will be transferred on NASDAQ OMX Stockholm with the purpose of covering certain fees, primarily social security contributions.
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 healthcare 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 3,500 employees globally. The corporate headquarters is located in Stockholm, Sweden, and the company is listed on the Nordic Exchange under the ticker EKTAb. Website: www.elekta.com.