Elekta: notice to attend annual general meeting - proposals for redemption of shares and board nominations

ELEKTA: NOTICE TO ATTEND ANNUAL GENERAL MEETING - PROPOSALS FOR REDEMPTION OF SHARES AND BOARD NOMINATIONS Shareholders in Elekta AB (publ) are hereby invited to attend the Annual General Meeting to be held on Monday, September 22, 2003, at 3:00 p.m. in the Finlandshuset Conference Center, Snickarbacken 4, Stockholm. NOTIFICATION, etc. Shareholders who wish to participate in the Meeting must be listed in the register of shareholders maintained by VPC AB (the Swedish Securities Register Center) not later than Friday, September 12, 2003 and notify the Company of their intent to participate in the Meeting (including any assistants) not later than Wednesday, September 17, 2002 at 4:00 p.m. Notification of participation at the Annual General Meeting may be forwarded in writing to Elekta AB (publ), Attn: Corporate Communications, Box 7593, SE-103 93 Stockholm, by telefax: +46 8-587 255 00, or by telephone +46 8 587 254 00. Notification can also be made by e- mail to elisabeth.natt.och.dag@elekta.com Notification forms will be forwarded with the Company's Annual Report. In providing notification in any other manner, shareholders must state their name/company name, national registration/corporate registration number, address and the registered number of shares held. Shareholders whose shares are registered in the names of nominees, through the trust department of a bank or other trustee, must temporarily re-register the shares in their own names in order to participate in the Annual General Meeting. Such re-registration must be completed not later than September 12, 2003, which means that shareholders in sufficient time prior to this date must instruct the nominee to carry out such action. The financial statements and auditor's report (points 7-10) will be available at the Company's head office at Birger Jarlsgatan 53 in Stockholm as of Monday, September 8, 2003 and will be forwarded at that time to the shareholders. The Board's and the shareholders' complete proposals for decisions in accordance with points 14-16 will be available at the same address as of September 18, 2003 and will be forwarded at that time to the shareholders who so request and provide their mailing address. All of the above documentation will also be presented at the General Meeting and will be available on the Company's website, www.elekta.com. AGENDA 1. Opening of the Meeting. 2. Election of the Chairman 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 minutes-checkers. 6. Determination of whether the Meeting has been duly convened. 7. Presentation of the Annual Report and the Auditors' Report for the Parent Company and the consolidated accounts and the Auditors' Report for the Group 8. Decision concerning adoption of the balance sheet and income statement and the consolidated balance sheet and consolidated income statement. 9. Decision concerning approval of the disposition of the Company's earnings as shown in balance sheet adopted by the Meeting. 10. Decision concerning the discharge of the members of the Board of Directors and the President from personal liability for the fiscal year. 11. Determination of the number of members and deputy members of the Board of Directors. 12. Determination of the fees to be paid to the members of the Board of Directors and the auditors. 13. Election of Board members and any deputy Board members. 14. Board proposal on redemption of shares and reduction of share capital. 15. Motion regarding the nomination procedure prior to Annual General Meeting. 16. Proposal from the Swedish Shareholders' Association that the Annual General Meeting mandate that the Board appoint an audit committee. BOARD PROPOSALS FOR DECISION Points 9 and 14 - Dividend and Redemption of shares In accordance with the Company's dividend policy and taking into account the Company's strong financial position and the aim of carrying out a transfer of capital to the shareholders as well as to achieve a capital structure suitable for the Company, the Board proposes that a redemption of shares be carried out at a value of SEK 320 M, which means a reduction in share capital of not more than SEK 13 M through the redemption of each thirteenth share in the Company, whereby outstanding relevant warrants programs are taken into account. Friday, October 3, 2003 is proposed as the record date for determining entitlement to receive redemption rights. Against this background, the Board proposes that no dividend be paid to the shareholders. OTHER PROPOSALS FOR DECISION Points 11 to 13 - Proposals for election of the Board and fees to be paid to the Board It is proposed that the Board comprise six (6) members and no deputy members. It is proposed that Akbar Seddigh, Magnus Schmidt, Carl G. Palmstierna, Tommy Karlsson and Laurent Leksell be re-elected as Board members and that Hans Barella be elected new member. Hans Barella is a citizen of the Netherlands and has extensive international experience in the medical technology industry, as he - among other previous positions - is the former President and CEO of Philips Medical Systems. A total fee to the Board of SEK 960,000 is proposed, of which SEK 300,000 shall be used solely to purchase shares of the Company on Stockholmsbörsen. The fee is to be distributed by the Board among the members as it decides. No fee shall be paid to members who are employed within the Company. It is proposed that the auditor fees be paid on a current account basis against approved invoices. The proposal in accordance with this point is supported by shareholders representing slightly more than 42 percent of the votes in the Company. Point 15 - Nomination procedure prior to the Annual General Meeting The Swedish Shareholders' Association has announced a proposal whereby a nominating committee shall be appointed by the Annual General Meeting and comprise members independent of the Company that represent the Company's owners at Annual General Meetings. It is proposed that a representative of the smaller shareholders be included in the committee. A number of major shareholders, combined representing slightly more than 42 percent of the number of votes in the Company, have announced that they will make a motion not to accept this proposal. These shareholders propose instead that the General Meeting decide that the nominating process shall be that the Board Chairman in conjunction with the close of the fiscal year contact representatives of at least five of the largest shareholders during the third quarter of the fiscal year who together and under the leadership of the Board Chairman shall develop a proposal for members of the Board to be submitted to the Annual General Meeting for decision. The proposal includes that the names of the owner representatives who participate in the committee shall be announced publicly as soon as they are appointed. Point 16 - Proposal from the Swedish Shareholders' Association that the Annual General Meeting mandate that the Board appoint an audit committee The Swedish Shareholders' Association has announced a proposal whereby the Annual General Meeting should mandate that the Board appoint an audit committee comprising Board members who are not employed by the Company. STOCKHOLM AUGUST 2003 Board of Directors of Elekta AB (publ) *********************** Elekta is a world-leading supplier of advanced and innovative radiation oncology and neurosurgery solutions and services for minimal-invasive and precise treatment of cancer and brain disorders. Elekta's solutions are clinically effective, cost efficient and gentle on the patient. For further information, please contact: Peter Ejemyr, Group VP Corporate Communications, Elekta AB (publ), Phone: +46 733 611 000 E-mail: peter.ejemyr@elekta.com For additional information about Elekta, visit www.elekta.com ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2003/08/22/20030821BIT01710/wkr0001.doc http://www.waymaker.net/bitonline/2003/08/22/20030821BIT01710/wkr0002.pdf