Notice to the Extraordinary General Meeting of Elekta AB (publ)
Shareholders of Elekta AB (publ), reg. no. 556170-4015, are hereby invited to attend the Extraordinary General Meeting to be held on Friday 16 April 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 advance voting. Information on the resolutions passed at the Meeting will be published on Friday 16 April 2021, as soon as the result of the advance voting has been finally confirmed.
Preconditions for participation
Shareholders who wish to exercise their voting rights through advance voting shall:
- be registered in the register of shareholders maintained by Euroclear Sweden AB no later than on Thursday 8 April 2021; 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 Thursday 15 April 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 Monday 12 April 2021, which means that shareholders well in advance prior to this date must instruct the nominee to carry out such action.
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 Elekta no later than on Thursday 15 April 2021. The form shall be submitted via e-mail to GeneralMeetingService@euroclear.com or by post to Elekta AB (publ), “Extraordinary 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 Euroclear Sweden AB’s website, https://anmalan.vpc.se/euroclearproxy. 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 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 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).
The shareholders have a right to request information regarding the matters on the agenda 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 email@example.com, or via phone +46 76 611 76 25 no later than on Tuesday 6 April 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 9 April 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.
- Election of the Chairman of the Meeting
- Preparation and approval of the list of shareholders entitled to vote at the Meeting
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the Meeting has been duly convened
- Resolution on extra dividend and determination of the record day for dividend
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 6 – Extra dividend and determination of record day for dividend
The Board of Directors proposes that the Meeting resolves on an extra dividend to the shareholders of SEK 0.90 per share, with a total of approx. MSEK 344. The record day for dividend is proposed to be on Tuesday 20 April 2021. If the Meeting resolves in accordance with the proposal, payment through Euroclear Sweden AB is estimated to be made on Friday 23 April 2021.
Following the most recent resolution regarding value transfer, SEK 1,654,303,650 remains of the funds available pursuant to Chapter 17, Section 3, first paragraph of the Swedish Companies Act (2005:551). Following a value transfer in accordance with the Board of Director’s proposal above SEK 1,310,428,842 would remain.
Complete documents in accordance with the Swedish Companies Act (2005:551) will be available at the Company at Kungstensgatan 18 in Stockholm and on the Company’s website, www.elekta.com, no later than Friday 26 March 2021. Additionally, the share register of the Meeting is available in this manner. All documents, including the share register, is presented by being available in this way.
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.
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.
Stockholm in March 2021
Elekta AB (publ)
The Board of Directors
This information was published at 11:00 CET on March 19, 2021. (REGMAR)