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2020-07-23

Notice to the Annual General Meeting of Elekta AB (publ)

Due to the extraordinary situation as a result of Covid-19, the Meeting will be held in a different way than usually. In order to reduce the risk of spreading the new coronavirus and having regard to the authorities' regulations and advice on avoiding public gatherings, the Company has decided to carry out the Meeting through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e. the Meeting will be held without physical presence.

Since no Meeting with the opportunity to attend in person or by proxy will be held, there will be no opportunity to ask questions at the Meeting. Questions can instead be sent in advance by post to Elekta AB (publ), Attn Head of Investor Relations, P.O. Box 7593, 103 93 Stockholm, Sweden, or via e-mail to cecilia.ketels@elekta.com orby telephone +46 76 611 76 25, no later than on Monday 17 August 2020. The Acting President and CEO will address questions from shareholders in a presentation that will be available digitally on the Company's website, www.elekta.com, on Wednesday 26 August 2020.

Information on the resolutions passed at the Meeting will be published on Wednesday 26 August 2020, as soon as the result of the advance voting has been finally confirmed.

Preconditions for participation

Shareholders who wish to exercise their voting rights at the Meeting shall:

  • be registered in the register of shareholders maintained by Euroclear Sweden AB no later than on Thursday 20 August 2020; and
  • notify by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by Euroclear Sweden AB no later than on Tuesday 25 August 2020.

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 Euroclear Sweden AB in order to participate in the Meeting. Such re-registration, so called voting right registration, must be completed no later than on Thursday 20 August 2020, which means that shareholders well in advance prior to this date must instruct the nominee to carry out such action.

Advance 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 (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for advance voting. The form is available on the Company's website, www.elekta.com. The advance voting form is considered as the notification of participation.

The completed voting form must be received by Euroclear Sweden AB no later than on Tuesday 25 August 2020. The form shall be submitted via e-mail to GeneralMeetingServices@euroclear.euor by post to Elekta AB (publ), "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via the Company's website, www.elekta.com. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.

In the advance voting form, shareholders can 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 requests it.

If the shareholder votes in advance by proxy, a signed and dated power of attorney in writing shall be enclosed to the form. Forms of power-of-attorney in Swedish and English are available on the Company's website, www.elekta.com. A power-of-attorney may also be obtained from the Company or be ordered from Euroclear Sweden AB over the telephone using the number below. If the power-of-attorney is issued by a legal entity, a verified copy of the registration certificate or an equivalent authority document for the legal entity must be appended to the advance voting form. The power-of-attorney and the registration certificate may not be older than one year. However, a longer period of validity may be specified on the power-of-attorney, although no longer than five years from the date of issue.

Further instructions and conditions are included in the advance voting form.

For questions about the Meeting or to have the advance voting form or any power-of-attorney sent by post, please contact Euroclear Sweden AB on telephone +46 8 402 92 80 (Monday-Friday, 09.00-16.00 CEST).

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.

Documents

The Board of Directors' statements, and complete proposals for resolutions in accordance with item 8 (including the Board of Directors' reasoned statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act) and 17 a) (including the Board of Directors' reasoned statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act) of the agenda will be available on the Company's website, www.elekta.com, and at the Company's head office at Kungstensgatan 18 in Stockholm as of Wednesday 5 August 2020.  The Nomination Committee's complete proposals and reasoned statement and details of all proposed Directors will be available on the Company's website from the date of issue of this notice.

Accounting documents and the auditor's report, and the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act are presented by being available on the Company's website, www.elekta.com, and at the Company's head office at Kungstensgatan 18 in Stockholm. Additionally, the share register of the Meeting is available in this manner.

All documents will be sent immediately without charge to any shareholders upon request and notification of postal address.

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.

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 of the Swedish Companies Act. A request for such information shall be made in writing to Elekta AB (publ), Attn Legal, Kungstensgatan 18, 113 57 Stockholm, Sweden, or via e-mail to cecilia.swolin@elekta.com,no later than on Monday 17 August 2020. The information will be made available at the Company on Kungstensgatan 18 in Stockholm, Sweden, and on the Company's website, www.elekta.com, on Friday 21 August 2020 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.

Agenda

1. Election of the Chairman of the Meeting 
2. Preparation and approval of the list of shareholders entitled to vote at the Meeting
3. Approval of the agenda
4. Election of one or two persons to approve the minutes
5. Determination of whether the Meeting has been duly convened
6. Presentation of the Annual Report and the Auditors' Report and the consolidated accounts and the Auditors' Report for the Group
7. Resolution concerning adoption of the balance sheet and income statement and the consolidated balance sheet and consolidated income statement
8. Resolution concerning approval of the disposition of the Company's earnings as shown in the adopted balance sheet and determination of the record day for dividend
9. Resolution concerning the discharge of the Directors and the President and CEO from personal liability
10. Determination of the number of Directors and any deputy Directors
11. Determination of the fees to be paid to the Directors and the Auditor
12. Election of Directors, Chairman of the Board of Directors, and any deputy Directors

The Nomination Committee's proposal for Directors:

12 (i) Laurent Leksell (re-election)

12 (ii) Caroline Leksell Cooke (re-election)

12 (iii) Johan Malmquist (re-election)

12 (iv) Wolfgang Reim (re-election)

12 (v) Jan Secher (re-election)

12 (vi) Birgitta Stymne Göransson (re-election)

12 (vii) Cecilia Wikström (re-election)

The Nomination Committee's proposal for Chairman of the Board of Directors:

12 (viii) Laurent Leksell (re-election)

13. Election of Auditor
14. Resolution regarding guidelines for salary and other remuneration to executive management
15. Resolution regarding

a. Performance Share Plan 2020
b. transfer of own shares in conjunction with the Performance Share Plan 2020

16. Resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with the Performance Share Plan 2018, 2019 and 2020
17. 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

18. Resolution regarding an instruction for the Nomination Committee
19. Resolution regarding amendment of the Articles of Association

Proposals by the Board of Directors and the Nomination Committee

Item 1 - Chairman of the Meeting

The Nomination Committee proposes Victoria Skoglund, attorney at law, or, in case of her impediment, the person instead appointed by the Nomination Committee, as the Chairman of the Meeting.

Item 2 - The list of shareholders entitled to vote at the Meeting

The voting list proposed for approval under item 2 on the agenda, is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the Meeting's share register and advance votes received, as verified and recommended by the persons approving the minutes of the Meeting.

Item 4 - Persons to approve the minutes

Per Colleen and Caroline Sjösten, 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 advance votes received are correctly stated in the minutes of the Meeting.

Item 8 - Disposition of the Company's earnings and the record day for dividend

The Board of Directors proposes that the Meeting resolves to approve that of the Company's unappropriated earnings, SEK 1,998,178,458, an amount representing SEK 0.90 per share, should be distributed as dividend to the shareholders and that the remaining unappropriated earnings should be carried forward. The record day for dividen...

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