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2021-07-21

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

The shareholders of Elekta AB (publ), reg. no 556170-4015 are hereby convened to the Annual General Meeting to be held on Wednesday 25 August 2021.

Due to the coronavirus pandemic, the Board of Directors has decided that the Meeting should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the meeting should be able to exercise their voting rights only by voting in advance, so-called postal voting. Information on the resolutions passed at the Meeting will be published on Wednesday 25 August 2021, as soon as the result of the advance voting has been finally confirmed.

RIGHT TO PARTICIPATE AND NOTIFICATION TO THE COMPANY

Shareholders wishing to attend the General Meeting through postal voting must:

  • be registered as shareholders in the share register maintained by Euroclear Sweden AB as of Tuesday 17 August 2021, and
  • notify by casting its postal vote in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by Euroclear Sweden AB no later than on Tuesday 24 August 2021.

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 19 August 2021, which means that shareholders well in advance prior to this date must instruct the nominee to carry out such action.

POSTAL 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 postal voting. The form is available on the Company's website, www.elekta.com. The postal voting form constitutes notification of participation in the Meeting.

The completed form, with any appendices, must be received by the company no later than on Tuesday 24 August 2021. The form can be submitted via e-mail to GeneralMeetingService@euroclear.comor by post to Elekta AB (publ), "AGM", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. Shareholders who are natural persons may also cast their postal votes electronically through BankID verification via the Euroclear Sweden AB's website, https://anmalan.vpc.se/euroclearproxy. The shareholder cannot make his or her vote conditional or provide other instructions to the Company on the form. If so, then his or her postal vote will be nullified.

In the postal 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 shall be enclosed to the postal voting form. Forms of power-of-attorney in Swedish and English are available on the Company's website, www.elekta.com. The forms of 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 equivalent authorization document for the legal entity must be appended the postal 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 general 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).

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 and 57 of the Swedish Companies Act. A request for such information shall be made in writing 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,or via phone +46 76 611 76 25 no later than on Sunday 15 August 2021. 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 20 August 2021 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. Shareholders who wish the CEO and President to be able to address the questions in his speech, which will be available on www.elekta.com before the meeting, must send the questions so that Elekta receives them no later than on Monday 9 August 2021.

AGENDA

1. Opening of the Meeting
2. Election of the Chair of the Meeting 
3. Preparation and approval of the list of shareholders entitled to vote at the Meeting
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination of whether the Meeting has been duly convened
7. Presentation of the Annual Report and the Auditors' Report and the consolidated accounts and the Auditors' Report for the Group
8. Resolution concerning adoption of the balance sheet and income statement and the consolidated balance sheet and consolidated income statement
9. 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
10. Resolution concerning the discharge of the Directors and the former and current President and CEO from personal liability
11. Determination of the number of Directors and any deputy Directors
12. Determination of the fees to be paid to the Directors and the Auditor
13. Election of Directors, Chair of the Board of Directors, and any deputy Directors
14. Election of Auditor
15. Resolution regarding approval of the remuneration report
16. Resolution regarding

a. Performance Share Plan 2021
b. transfer of own shares in conjunction with the Performance Share Plan 2021

17. Resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with the Performance Share Plan 2019, 2020 and 2021
18. 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

19. Resolution regarding a contribution in order to establish a philanthropic foundation
20. Proposal for resolution by the shareholder Thorwald Arvidsson
21. Closing of the Meeting

PROPOSALS BY THE BOARD OF DIRECTORS AND THE NOMINATION COMMITTEE

Item 2 - Chair of the Meeting
The Nomination Committee proposes Victoria Skoglund, attorney at law, as the Chair of the Meeting.

Item 3 - The list of shareholders entitled to vote at the Meeting
The voting list proposed for approval under item 3 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 postal votes received, as verified and recommended by the persons approving the minutes of the Meeting.

Item 5 - Persons to approve the minutes
Per Colleen and Filippa Gerstädt, 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 postal votes received are correctly stated in the minutes of the Meeting.

Item 9 - 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 1,738,673,294, an amount representing SEK 2.20 per share, should be distributed as dividend to the shareholders and that the remaining unappropriated earnings should be carried forward. It is proposed that the dividend is divided into two payments of SEK 1.10 per payment. The first record day is proposed to be on Friday 27 August 2021 and the second record day is proposed to be on Monday 28 February 2022. If the Annual General Meeting resolves in accordance with the proposal, payments through Euroclear Sweden AB are estimated to be made on Wednesday 1 September 2021 and on Thursday 3 March 2022.

Items 11 - 14 - Election of the Board of Directors and Auditor and remuneration to the Board of Directors and the Auditor
The Nomination Committee proposes that the Board of Directors shall consist of seven Directors, without deputy Directors.

The Nomination Committee proposes increased fees to the Board of Directors, and increased remuneration for committee work. Accordingly, the Nomination Committee proposes that fees for the period until the next Annual General Meeting shall be paid to the Board of Directors with a total of SEK 5,040,000 (4,580,000), of which SEK 1,410,000 (1,280,000) to the Chair of the Board of Directors and SEK 605,000 (550,000) to each non-executive Director. Further, the Nomination Committee proposes that remuneration for committee work for the period until the next Annual General Meeting, shall be paid with SEK 135,000 (115,000) to the Chair of the Compensation & Sustainability Committee and SEK 90,000 (80,000) to any other member of the Compensation & Sustainability Committee, and SEK 250,000 (240,000) to the Chair of the Audit Committee and SEK 160,000 (150,000) to any other member of the Audit Committee. No remuneration or compensation for committee work shall be paid to a Director employed by the Company.

Remuneration to the Auditor is proposed to be paid according to an invoice approved by the Company.

The Nomination Committee proposes that Laurent Leksell, Caroline Leksell Cooke, Johan Malmquist, Wolfgang Reim, Jan Secher, Birgitta Stymne Göransson and Cecilia Wikström are re-elected as Directors for the period until the end of the next Annual General Meeting. Further, the Nomination Committee proposes that Laurent Leksell is re-elected as the Chair of the Board of Directors.

A presentation of the persons proposed by the Nomination Committee for election to the Board of Directors can be found on the Company's website, www.elekta.com.

The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered public accounting firm Ernst & Young AB ("EY") is re-elected as the Company's Auditor for the period until the end of the Annual General Meeting 2022. EY has informed the Nomination Committee that if EY is elected, the Authorized Public Accountant Rickard Andersson will be appointed as auditor in charge.

Item 15 - Resolution regarding approval of the Remuneration Report 
The Board of Directors proposes that the Meeting resolves to approve the Board's remuneration report ...

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