STOCKHOLM, September 1, 2015 – The Annual General Meeting adopted the following resolutions: Dividend and appropriation of the Company's profits Of the Company's unappropriated earnings totalling SEK 1,971,134,244, a per-share dividend of SEK 0.50 to be distributed to shareholders. The remaining amount is to be carried forward. The record date for the dividend was set at Thursday, September 3, 2015 and the payment is expected to be made on Tuesday, September 8, 2015.
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, 2015. The members of the Board and the former CEO Niklas Savander were discharged from liability for fiscal year 2014/15.
Board of Directors and committees
The meeting resolved that the Board of Directors is to comprise nine members without deputies. Luciano Cattani, Laurent Leksell, Siaou-Sze Lien, Tomas Puusepp, Wolfgang Reim, Jan Secher and Birgitta Stymne Göransson were reelected as members of the Board. Annika Espander Jansson and Johan Malmqvist were elected as new members of the Board. Hans Barella declined reelection. Laurent Leksell was reelected as Chairman of the Board.
The following director fees were adopted: SEK 1,075,000 (1,040,000) to the Chairman of the Board, SEK 460,000 (445,000) 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 Remuneration Committee, SEK 200,000 (unchanged) to the Chairman and SEK 110,000 (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 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 2016 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 2015
The Meeting resolved to adopt Performance Share Plan 2015. The program comprises the President and the CEO and Executive Management in the Company, in total eleven (11) employees including the President and CEO, 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 one financial target, EPS Growth over a 3-year Performance Period. The award will vest if the compound annual growth rate of EPS is between 32 per cent and 41 per cent comparing 2017 financial results to 2014. 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 2015 performance targets. Assuming maximum allotment under the Performance Share Plan 2015 and a share price of SEK 50, a maximum of 421,200 series B shares are required to fulfil commitments under the program (including social security costs), corresponding to approximately 0.11 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 21,060,000.
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 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 2015, the Meeting resolved to approve the transfer of treasury shares amounting to not more than 475,000 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 142,500 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, the Meeting resolved to approve the transfer of treasury shares amounting to not more than 1,139,600 shares of series B.
In view of the Performance Share Plan 2013 and 2014, 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 286,800 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 the Nordic Exchange under the ticker STO:EKTAB. Website: www.elekta.com.