Bulletin from Elekta’s Annual General Meeting 2012
The Annual General Meeting (AGM) adopted the following resolutions:
Dividend and appropriation of the Company’s profits
Of the Company’s unappropriated earnings totaling SEK 1,957,167,493, a per-share dividend of SEK 5 is to be distributed to shareholders. The remaining amount is to be carried forward. The record date for the dividend was set at Friday, September 7, 2012 and the payment is expected to be made on Wednesday, September 12, 2012.
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, 2012. The Members of the Board and CEO were discharged from liability for fiscal year 2011/12.
Board of Directors and committees
The Board of Directors is to comprise eight members without deputies. Akbar Seddigh, Hans Barella, Luciano Cattani, Laurent Leksell, Siaou-Sze Lien, Wolfgang Reim, Jan Secher and Birgitta Stymne Göransson were reelected as members of the Board. Akbar Seddigh was reelected as Chairman of the Board.
The following director fees were adopted: SEK 750,000 (725,000) to the Chairman of the Board, SEK 340,000 (330,000) 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 150,000 (unchanged) 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.
Auditors
PricewaterhouseCoopers, with auditor-in-charge Johan Engstam, was appointed auditor until the close of the 2013 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.
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 types of strategic investments.
In view of the Performance Share Program 2012, the Meeting resolved to approve the transfer of treasury shares amounting to not more than 313,200 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 43,200 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 2009, 2010 and 2011, 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 83,950 shares will be transferred on NASDAQ OMX Stockholm with the purpose of covering certain fees, primarily social security contributions.
Performance Share Program 2012
The Meeting resolved to adopt Performance Share Program 2012. The program comprises about 150 key individuals who will qualify for allotment, free of charge, of class B Elekta shares. Assuming allotment of the maximum number of shares under Performance Share Program 2012 and a share price of SEK 300, the expected costs, including costs for social security contributions and financing costs for repurchased shares, will amount to approximately SEK 93,960,000.
Share split and concurrent amendment of Articles of Association
The Meeting resolved on a 4:1 split of the Company’s shares, whereby each existing share with a quotient value of SEK 2.00 will be divided into four new shares with a quotient value of SEK 0.5, without changing the Company’s share capital. The Board of Directors proposes Friday, September 14, 2012 as the record date for the share split, provided that the Swedish Companies Registration Office has registered the resolution on the split prior to this.
In view of the above, the Meeting resolved that section 5 of the Articles of Association be amended so that, following amendment of the Articles of Association, the number of shares will be no fewer than 300,000,000 shares and no more than 1,200,000,000 shares.
Amendment of Articles of Association
In accordance with the provisions of the Swedish Companies Act stating that the auditor’s period in office should be one year, the Meeting resolved on the following amendment of section 7: “For the purpose of examining the Company’s annual report, the financial statements and the administration of the Board of Directors and President, an auditor shall be appointed.”
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For further information, please contact:
Johan Andersson Melbi, Investor Relations Manager, Elekta AB
Tel: +46 702 100 451, e-mail: johan.anderssonmelbi@elekta.com
The above information is such that Elekta AB (publ) shall make public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 17.30 CET on September 4, 2012.
About Elekta
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 3,300 employees globally. The corporate headquarters is located in Stockholm, Sweden, and the company is listed on the Nordic Exchange under the ticker EKTAb.