Notice to the Annual General Meeting of Elekta AB (Publ)
1 augusti, 07:30
1 augusti, 07:30
The shareholders of Elekta AB (publ), reg. no. 556170–4015 (“Elekta” or the “Company”), are hereby convened to the Annual General Meeting to be held at 3:00 p.m. CEST on September 4, 2025, at Elekta’s headquarters, Hagaplan 4, Stockholm. Registration begins at 2:30 p.m. CEST.
The Board of Directors has resolved, pursuant to Chapter 7, Section 4a of the Swedish Companies Act and the Company’s Articles of Association, that shareholders shall have the right to exercise their voting rights by postal voting prior to the Meeting. Consequently, shareholders may choose to exercise their voting rights at the Meeting by attending in person, through a proxy or by postal voting.
RIGHT TO PARTICIPATE AND NOTIFICATION TO THE COMPANY
Shareholders wishing to attend the Meeting must:
Notice of attendance may be submitted in writing to the Company at the address Elekta AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by phone to +46 8-402 92 80 business days between 9:00 a.m. CEST and 4:00 p.m. CEST, on the Company’s website, www.elekta.com or by e-mail to GeneralMeetingService@euroclear.com. On giving notice of attendance, the shareholder should state the shareholder’s name (company name), personal identity number (corporate identity number), address, telephone number and number of shares. The registration procedure described above also applies to registration for any advisors. A shareholder that exercises their voting rights through a postal voting form does not have to send in a separate notice of participation, see below under postal voting.
NOMINEE REGISTERED SHARES
Shareholders whose shares are registered in the names of nominees must temporarily reregister the shares in their own names in the register of shareholders kept by Euroclear Sweden AB in order to participate in the Meeting. Such reregistration, so called voting right registration, must be completed no later than on August 29, 2025, 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 by postal voting. A special form shall be used for postal voting. The form is available on the Company’s website www.elekta.com. The voting form can also be obtained from the Company or by contacting Euroclear Sweden AB at the contact information above. For the items on the agenda where the Board of Directors or the Nomination Committee have submitted proposals, it is possible to vote Yes or No, which is clearly stated in the postal voting form. A shareholder can also abstain from voting on any item.
The completed voting form must be received by the Company no later than on August 29, 2025. The postal voting form is valid as a notification to the Meeting. Shareholders can, through verification with BankID, cast their postal vote electronically via Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy?sprak=1. Such electronic votes must be submitted no later than August 29, 2025.
The completed form, including any appendices, must be sent by e-mail to GeneralMeetingService@euroclear.com or alternatively by post in original to Elekta AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. If the shareholder is a legal entity, a registration certificate or an equivalent authority document, shall be enclosed to the form. The same applies if the shareholder votes in advance by proxy.
The shareholder may not provide special instructions or conditions in the voting form. If done, the postal vote is invalid in its entirety. Further instructions and conditions are included in the postal voting form.
PROXY AND PROXY FORM
Anyone who does not attend the Meeting in person may exercise their voting right at the Meeting via a proxy in possession of a signed and dated form of proxy. The same applies if a shareholder exercises its voting rights by postal voting. Forms of proxy are available on the Company’s website www.elekta.com. The form of proxy may also be obtained from the Company or by contacting Euroclear Sweden AB at contact information above. If the proxy is issued by a legal entity, a copy of their registration certificate or equivalent authority document must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the Meeting, forms of proxy, registration certificates and other documentary authority must be received by the Company well in advance before the Meeting.
INFORMATION
If so requested by any shareholder and if the Board of Directors deems it possible without significant detriment to the Company, the Board of Directors and the President and CEO must provide information at the Meeting about circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial situation, the group accounts and the Company’s relation to other companies within the Group.
AGENDA
PROPOSALS BY THE NOMINATION COMMITTEE
The Nomination Committee for the Annual General Meeting has been appointed based on the ownership structure in Elekta as of the last banking day in September, in accordance with the instructions to the Nomination Committee. The Nomination Committee consists of Laurent Leksell, Chairman of the Nomination Committee (in his capacity as Chairman of the Board of Elekta and for his own and related parties' holdings), Thomas Wuolikainen (appointed by the Fourth Swedish National Pension Fund), Katarina Hammar (appointed by Nordea Funds), Patrik Jönsson (appointed by SEB Funds), and Jesper Bergström (appointed by Handelsbanken Funds). The Nomination Committee submits the following proposed resolutions.
Item 2 – Election of the Chair of the Meeting
The Nomination Committee proposes Victoria Skoglund, attorney at law, as the Chair of the Annual General Meeting.
Items 11 – Determination of the number of Directors and any deputy Directors
The Nomination Committee proposes that the Board of Directors shall consist of nine Directors, without deputy Directors.
Item 12.1 – Determination of fees to be paid to the Board of 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, including remuneration for committee work, for the period until the next Annual General Meeting shall be paid to the Board of Directors with a total of SEK 8,735,000 (8,440,000), of which SEK 1,655,000 (1,600,000) to the Chairman of the Board of Directors and SEK 720,000 (695,000) to each Director who is not employed by the Company. Further, the Nomination Committee proposes that remuneration for committee work for the period until the next Annual General Meeting, shall be paid with SEK 155,000 (150,000) to the Chairman of the Compensation & Sustainability Committee and SEK 110,000 (105,000) to each other member of the Compensation & Sustainability Committee, and SEK 345,000 (335,000) to the Chairman of the Audit Committee and SEK 200,000 (195,000) to each other member of the Audit Committee. No remuneration or compensation for committee work shall be paid to a Director employed by the Company.
Item 12.2 – Determination of fees to be paid to the Auditor
Remuneration to the Auditor is proposed to be paid according to an invoice approved by the Company.
Item 13 – Election of Directors, Chairman of the Board of Directors and any deputy Directors
The Nomination Committee proposes that Laurent Leksell, Ann Costello, Tomas Eliasson, Jan Kimpen, Wolfgang Reim, Jan Secher, Volker Wetekam and Cecilia Wikström are reelected, and that Jan De Witte is elected, as Board of Directors for the period until the end of the next Annual General Meeting. Further, the Nomination Committee proposes that Laurent Leksell is reelected as the Chairman of the Board of Directors.
The Nomination Committee's reasoned statement and information about all the individuals proposed by the Nomination Committee for election to the Board of Directors are available on the Company's website, www.elekta.com.
Item 14 – Election of Auditor
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered public accounting firm Ernst & Young AB (“EY”) is reelected as the Company’s Auditor for the period until the end of the Annual General Meeting 2026. EY has informed the Nomination Committee that if EY is elected, the Authorized Public Accountant Rickard Andersson will be the Auditor in charge.
PROPOSALS BY THE BOARD OF DIRECTORS
Item 9 – Resolution concerning dispositions of the Company’s earnings pursuant to the adopted balance sheet and determination of the record days for dividend
The Board of Directors proposes that the Meeting resolves to approve that out of the Company’s unappropriated earnings, SEK 1,337,288,270, an amount representing SEK 2.40 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 1.20 per payment. The first record day is proposed to be on September 8, 2025, and the second record day is proposed to be on March 6, 2026. If the Meeting resolves in accordance with the proposal, payments through Euroclear Sweden AB are estimated to be made on September 11, 2025, and on March 11, 2026, respectively.
Item 16 (a) resolution regarding authorization for the Board of Directors to decide on acquisition of own shares; 16 (b) resolution regarding authorization for the Board of Directors to decide on transfer of own shares in conjunction with company acquisitions and other strategic investments; and 16 (c) resolution regarding authorization for the Board of Directors to decide on transfer of own shares in conjunction with the Performance Share Plan 2023
Background
Elekta has previously, on the basis of authorizations by the Meeting, acquired own shares for the purpose of using repurchased shares to finance potential company acquisitions, as a hedging measure for the Company's share-related incentive programs and to be able to adapt the Company's capital structure and thereby contribute to increased shareholder value.
The Board of Directors considers it to be beneficial for the Company to continue to be able to use repurchased shares in conjunction with potential company acquisitions, for the Company's share-related incentive programs and to be able to adjust the Company's capital structure and thereby contribute to increased shareholder value. The authorization is proposed to be valid until the next Annual General Meeting, during which period the Board of Directors would have the possibility to decide to acquire own shares, if appropriate conditions exist and the Board of Directors would find that it is in the best interests of the Company and the shareholders.
In the light of the above, the Board of Directors proposes the following.
Item 16 (a) - resolution regarding authorization for the Board of Directors to decide upon acquisition of own shares
The Board of Directors proposes the Meeting to authorize the Board of Directors, for the period until the next Annual General Meeting, on one or several occasions, to resolve on acquisition of Series B shares in the Company as follows.
The purpose of the proposal is to enable the use of repurchased shares in connection with potential company acquisitions, other forms of strategic investments and acquisitions, to adjust the Company’s capital structure to its capital needs, as well as to cover costs and facilitate delivery related to the implementation of the Performance Share Plan 2025, thereby contributing to increased shareholder value.
The Board of Directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
Item 16 (b) - resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with company acquisitions and other strategic investments
The Board of Directors proposes the Meeting to authorize the Board of Directors, for the period until the next Annual General Meeting, on one or several occasions, to resolve on the transfer of the Company’s own Series B shares in conjunction with, or following, company acquisitions and other strategic investments, as follows.
Item 16 (c) - resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with the Performance Share Plan 2023
The Board of Directors proposes that the Meeting resolves that the Board of Directors shall have the right, during the period until the next Annual General Meeting, on one or several occasions, to transfer a maximum of 160,000 own Series B shares in the Company, on order to cover costs related to social security contributions, which may arise as a result of the Company’s obligations under the previously resolved Performance Share Plan 2023. Such transfers shall be made on Nasdaq Stockholm at a price within within the price range applicable for the Company’s Series B shares at any given time on Nasdaq Stockholm.
Majority requirements
Valid resolutions in accordance with the Board of Directors' proposals 16 (a) – 16 (c) above require that the resolutions are supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting.
Item 17 (a) resolution regarding adoption of a long-term performance-based share program for 2025; and 17 (b) resolution regarding transfer of own shares to participants in the long-term performance-based share program
Background
The Board of Directors of Elekta has decided to propose a long-term performance-based share plan for 2025 (“PSP 2025”). The proposed program is essentially the same as the share program adopted in 2024.
The Board of Directors is confident that the proposed program will benefit Elekta’s shareholders by aligning their interests with those of the participants, as it will contribute to strengthening Elekta's ability to attract, retain and motivate skilled personnel, and is expected to contribute to an increased focus to meet the long-term business and equity targets.
The proposal by the Board of Directors
The Board of Directors proposes, in view of the above, that the Meeting resolves to (a) adopt a long-term performance-based share program for 2025, and, as a hedging arrangement, resolves on (b) transfer of own shares to the participants in PSP 2025.
Item 17 (a) - resolution regarding adoption of a long-term performance-based share program for 2025
The Board of Directors proposes that the Meeting resolves to adopt PSP 2025 in accordance with the following main terms and conditions.
Costs for PSP 2025
The total costs for PSP 2025, at maximum allocation of Performance Shares, are estimated to amount to not more than SEK 62.7 million, which corresponds to approximately 1.14 percent of the Group’s total personnel costs for 2024/2025. The costs have been calculated as the sum of the maximum allocation value, including social security contributions and administrative costs for the program. A maximum price per share of SEK 52.15 has been used in the calculation. Administrative costs have been estimated to amount to less than SEK 1 million. If no allocation of Performance Shares is made, only administration costs will arise.
The costs for PSP 2025 are based on the accounting standard IFRS 2 and are accrued over three years.
Hedging measures for PSP 2025
In order to implement PSP 2025, the Board of Directors proposes under item 17 (b) that not more than 1,450,000 own Series B shares may be transferred to the participants. Should the proposal to transfer shares in accordance with item 17 (b) to participants in PSP 2025 not be approved by the Meeting, the Board of Directors will explore other possibilities to ensure delivery under PSP 2025.
Number of shares, effects on key ratios, etc.
The maximum number of Performance Shares that may be allocated to the participants in PSP 2025 amounts to 1,450,000, which corresponds to approximately 0.38 percent of the total number of shares and 0.28 of the total number of votes in Elekta. PSP 2025 does not entail any dilution of share capital or votes. If repurchased shares are allocated under PSP 2025, the number of outstanding shares in Elekta will increase by a maximum of 1,450,000 Series B shares, corresponding to a maximum dilution effect of earnings per share of approximately 0.38 percent.[5] Dilution effects per share are independent of the share price as the Performance Shares are delivered without consideration.
The total maximum increase in the number of outstanding Series B shares for all outstanding share programs in Elekta is estimated to be not more than 2,899,364 Series B shares, to be delivered without consideration, corresponding to a dilution effect of earnings per share of approximately 0.75 percent. In this calculation, the maximum allocation of shares has been assumed for the share programs 2025, 2024, 2023 and 2022.
Item 17 (b) - resolution regarding transfer of own shares to participants in the long-term performance-based share program
In order to ensure delivery of Performance Shares in accordance with the terms and conditions of PSP 2025, the Board of Directors proposes that the Meeting resolves to transfer, with deviation from the shareholders' preferential rights, of not more than 1,450,000 Series B shares in Elekta on the following terms and conditions:
The Meeting's resolution in accordance with the Board of Directors’ proposal under item 17 (b) is conditional upon the Meeting resolving to adopt the Board of Directors’ proposal for resolution on PSP 2025 under item 17 (a) above.
Preparation of the proposal
The proposal has been prepared by the Company’s Remuneration and Sustainability Committee in consultation with the Board of Directors. The decision to propose PSP 2025 to the Meeting has been made by the Board of Directors.
Outstanding incentive programs in Elekta
For a description of Elekta’s outstanding share-based incentive programs, please refer to note 8 in Elekta's Annual Report for 2024/2025.
Majority requirements
The Meeting's resolution on transfer of own shares in accordance with item 17 (b) above is valid only if supported by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the Meeting.
Item 18 – Resolution regarding contribution to Elekta Foundation
On August 25, 2021, the Annual General Meeting resolved on a contribution by the Company of up to SEK 35,000,000 as initial foundation capital for the purposes of establishing a philanthropic foundation of the Company, Elekta Foundation (the “Foundation”), to be governed by the Swedish Foundation Act (1994:1220) (Sw. stiftelselagen). The object of the Foundation is to improve access to, and quality of, cancer care with special focus on radiotherapy. In accordance with the resolution by the Annual General meeting of August 25, 2021, if necessary for the Foundation to be able to continue its operations, the Board of Directors may propose future General Meetings to resolve on further contributions to the Foundation. The 2023 Annual General Meeting thus resolved on a contribution of up to SEK 10,000,000 to the Foundation. Subsequently, the 2024 Annual General Meeting resolved to make an additional contribution of a maximum of SEK 10,000,000 to the Foundation.
The Board of Directors proposes that the Meeting resolves on a new contribution of up to SEK 10,000,000 to the Foundation. The Board of Directors considers the proposed contribution to be a gift for charitable or comparable purposes that can be deemed reasonable given the purpose, the Company's financial position and the circumstances in general and that the contribution is justifiable in view of the requirements posed on the size of the Company’s and the Group’s equity by the nature, scope and risks associated with the Company’s and Group’s operations as well as the consolidation needs, liquidity and position of the Company and the Group in other respects. There will be sufficient coverage for the Company’s restricted equity following the contribution.
DOCUMENTS
Complete documents in accordance with the Swedish Companies Act (2005:551) will be available on the Company’s website, www.elekta.com. and at the Company at Hagaplan 4 in Stockholm no later than on August 14, 2025. The Nomination Committee’s proposals and reasoned statement and details of all proposed members of the Board of Directors will be available on the Company’s website from the date of issue of this notice. 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 Series A shares and 368,587,640 Series B shares, representing a total of 518,395,330 votes. The Series A shares carry ten votes each, and the Series B shares carry one vote each. The Company holds 1,485,289 Series B shares, 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. Elekta AB (publ)’s corporate registration number is 556170–4015 and registered office in Stockholm.
__________________________
Stockholm in July 2025
Elekta AB (publ)
The Board of Directors
[1] With the possibility for the Board of Directors to make adjustments as a result of extraordinary events such as bonus issues, splits, rights issues and/or similar events in accordance with common practice for similar incentive programs.
[2] The minimum performance requirement is that Elekta’s relative TSR is at least +3.0 percent above the OMXSPI index. To reach the maximum performance level, Elekta’s relative TSR must be equal to +15 percent or higher than the OMXSPI index.
[3] The minimum performance requirement is that Electa installs 221 units during 2025-2028, and the maximum performance requirement is that Elekta installs 325 units during 2025-2028.
[4] The minimum performance requirement is that Elekta reduces its CO2 emissions from operations by 5.95 percent during 2025-2028, and the maximum performance requirement is that Elekta reduces its CO2 emissions from operations by 17.84 percent during 2025-2028.
[5] Outstanding shares are defined as the total number of issued shares in Elekta reduced by the number of treasury shares held by Elekta.
Attachments
1 augusti, 07:30
The shareholders of Elekta AB (publ), reg. no. 556170–4015 (“Elekta” or the “Company”), are hereby convened to the Annual General Meeting to be held at 3:00 p.m. CEST on September 4, 2025, at Elekta’s headquarters, Hagaplan 4, Stockholm. Registration begins at 2:30 p.m. CEST.
The Board of Directors has resolved, pursuant to Chapter 7, Section 4a of the Swedish Companies Act and the Company’s Articles of Association, that shareholders shall have the right to exercise their voting rights by postal voting prior to the Meeting. Consequently, shareholders may choose to exercise their voting rights at the Meeting by attending in person, through a proxy or by postal voting.
RIGHT TO PARTICIPATE AND NOTIFICATION TO THE COMPANY
Shareholders wishing to attend the Meeting must:
Notice of attendance may be submitted in writing to the Company at the address Elekta AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by phone to +46 8-402 92 80 business days between 9:00 a.m. CEST and 4:00 p.m. CEST, on the Company’s website, www.elekta.com or by e-mail to GeneralMeetingService@euroclear.com. On giving notice of attendance, the shareholder should state the shareholder’s name (company name), personal identity number (corporate identity number), address, telephone number and number of shares. The registration procedure described above also applies to registration for any advisors. A shareholder that exercises their voting rights through a postal voting form does not have to send in a separate notice of participation, see below under postal voting.
NOMINEE REGISTERED SHARES
Shareholders whose shares are registered in the names of nominees must temporarily reregister the shares in their own names in the register of shareholders kept by Euroclear Sweden AB in order to participate in the Meeting. Such reregistration, so called voting right registration, must be completed no later than on August 29, 2025, 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 by postal voting. A special form shall be used for postal voting. The form is available on the Company’s website www.elekta.com. The voting form can also be obtained from the Company or by contacting Euroclear Sweden AB at the contact information above. For the items on the agenda where the Board of Directors or the Nomination Committee have submitted proposals, it is possible to vote Yes or No, which is clearly stated in the postal voting form. A shareholder can also abstain from voting on any item.
The completed voting form must be received by the Company no later than on August 29, 2025. The postal voting form is valid as a notification to the Meeting. Shareholders can, through verification with BankID, cast their postal vote electronically via Euroclear Sweden AB's website https://anmalan.vpc.se/euroclearproxy?sprak=1. Such electronic votes must be submitted no later than August 29, 2025.
The completed form, including any appendices, must be sent by e-mail to GeneralMeetingService@euroclear.com or alternatively by post in original to Elekta AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. If the shareholder is a legal entity, a registration certificate or an equivalent authority document, shall be enclosed to the form. The same applies if the shareholder votes in advance by proxy.
The shareholder may not provide special instructions or conditions in the voting form. If done, the postal vote is invalid in its entirety. Further instructions and conditions are included in the postal voting form.
PROXY AND PROXY FORM
Anyone who does not attend the Meeting in person may exercise their voting right at the Meeting via a proxy in possession of a signed and dated form of proxy. The same applies if a shareholder exercises its voting rights by postal voting. Forms of proxy are available on the Company’s website www.elekta.com. The form of proxy may also be obtained from the Company or by contacting Euroclear Sweden AB at contact information above. If the proxy is issued by a legal entity, a copy of their registration certificate or equivalent authority document must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the Meeting, forms of proxy, registration certificates and other documentary authority must be received by the Company well in advance before the Meeting.
INFORMATION
If so requested by any shareholder and if the Board of Directors deems it possible without significant detriment to the Company, the Board of Directors and the President and CEO must provide information at the Meeting about circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial situation, the group accounts and the Company’s relation to other companies within the Group.
AGENDA
PROPOSALS BY THE NOMINATION COMMITTEE
The Nomination Committee for the Annual General Meeting has been appointed based on the ownership structure in Elekta as of the last banking day in September, in accordance with the instructions to the Nomination Committee. The Nomination Committee consists of Laurent Leksell, Chairman of the Nomination Committee (in his capacity as Chairman of the Board of Elekta and for his own and related parties' holdings), Thomas Wuolikainen (appointed by the Fourth Swedish National Pension Fund), Katarina Hammar (appointed by Nordea Funds), Patrik Jönsson (appointed by SEB Funds), and Jesper Bergström (appointed by Handelsbanken Funds). The Nomination Committee submits the following proposed resolutions.
Item 2 – Election of the Chair of the Meeting
The Nomination Committee proposes Victoria Skoglund, attorney at law, as the Chair of the Annual General Meeting.
Items 11 – Determination of the number of Directors and any deputy Directors
The Nomination Committee proposes that the Board of Directors shall consist of nine Directors, without deputy Directors.
Item 12.1 – Determination of fees to be paid to the Board of 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, including remuneration for committee work, for the period until the next Annual General Meeting shall be paid to the Board of Directors with a total of SEK 8,735,000 (8,440,000), of which SEK 1,655,000 (1,600,000) to the Chairman of the Board of Directors and SEK 720,000 (695,000) to each Director who is not employed by the Company. Further, the Nomination Committee proposes that remuneration for committee work for the period until the next Annual General Meeting, shall be paid with SEK 155,000 (150,000) to the Chairman of the Compensation & Sustainability Committee and SEK 110,000 (105,000) to each other member of the Compensation & Sustainability Committee, and SEK 345,000 (335,000) to the Chairman of the Audit Committee and SEK 200,000 (195,000) to each other member of the Audit Committee. No remuneration or compensation for committee work shall be paid to a Director employed by the Company.
Item 12.2 – Determination of fees to be paid to the Auditor
Remuneration to the Auditor is proposed to be paid according to an invoice approved by the Company.
Item 13 – Election of Directors, Chairman of the Board of Directors and any deputy Directors
The Nomination Committee proposes that Laurent Leksell, Ann Costello, Tomas Eliasson, Jan Kimpen, Wolfgang Reim, Jan Secher, Volker Wetekam and Cecilia Wikström are reelected, and that Jan De Witte is elected, as Board of Directors for the period until the end of the next Annual General Meeting. Further, the Nomination Committee proposes that Laurent Leksell is reelected as the Chairman of the Board of Directors.
The Nomination Committee's reasoned statement and information about all the individuals proposed by the Nomination Committee for election to the Board of Directors are available on the Company's website, www.elekta.com.
Item 14 – Election of Auditor
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered public accounting firm Ernst & Young AB (“EY”) is reelected as the Company’s Auditor for the period until the end of the Annual General Meeting 2026. EY has informed the Nomination Committee that if EY is elected, the Authorized Public Accountant Rickard Andersson will be the Auditor in charge.
PROPOSALS BY THE BOARD OF DIRECTORS
Item 9 – Resolution concerning dispositions of the Company’s earnings pursuant to the adopted balance sheet and determination of the record days for dividend
The Board of Directors proposes that the Meeting resolves to approve that out of the Company’s unappropriated earnings, SEK 1,337,288,270, an amount representing SEK 2.40 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 1.20 per payment. The first record day is proposed to be on September 8, 2025, and the second record day is proposed to be on March 6, 2026. If the Meeting resolves in accordance with the proposal, payments through Euroclear Sweden AB are estimated to be made on September 11, 2025, and on March 11, 2026, respectively.
Item 16 (a) resolution regarding authorization for the Board of Directors to decide on acquisition of own shares; 16 (b) resolution regarding authorization for the Board of Directors to decide on transfer of own shares in conjunction with company acquisitions and other strategic investments; and 16 (c) resolution regarding authorization for the Board of Directors to decide on transfer of own shares in conjunction with the Performance Share Plan 2023
Background
Elekta has previously, on the basis of authorizations by the Meeting, acquired own shares for the purpose of using repurchased shares to finance potential company acquisitions, as a hedging measure for the Company's share-related incentive programs and to be able to adapt the Company's capital structure and thereby contribute to increased shareholder value.
The Board of Directors considers it to be beneficial for the Company to continue to be able to use repurchased shares in conjunction with potential company acquisitions, for the Company's share-related incentive programs and to be able to adjust the Company's capital structure and thereby contribute to increased shareholder value. The authorization is proposed to be valid until the next Annual General Meeting, during which period the Board of Directors would have the possibility to decide to acquire own shares, if appropriate conditions exist and the Board of Directors would find that it is in the best interests of the Company and the shareholders.
In the light of the above, the Board of Directors proposes the following.
Item 16 (a) - resolution regarding authorization for the Board of Directors to decide upon acquisition of own shares
The Board of Directors proposes the Meeting to authorize the Board of Directors, for the period until the next Annual General Meeting, on one or several occasions, to resolve on acquisition of Series B shares in the Company as follows.
The purpose of the proposal is to enable the use of repurchased shares in connection with potential company acquisitions, other forms of strategic investments and acquisitions, to adjust the Company’s capital structure to its capital needs, as well as to cover costs and facilitate delivery related to the implementation of the Performance Share Plan 2025, thereby contributing to increased shareholder value.
The Board of Directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act.
Item 16 (b) - resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with company acquisitions and other strategic investments
The Board of Directors proposes the Meeting to authorize the Board of Directors, for the period until the next Annual General Meeting, on one or several occasions, to resolve on the transfer of the Company’s own Series B shares in conjunction with, or following, company acquisitions and other strategic investments, as follows.
Item 16 (c) - resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with the Performance Share Plan 2023
The Board of Directors proposes that the Meeting resolves that the Board of Directors shall have the right, during the period until the next Annual General Meeting, on one or several occasions, to transfer a maximum of 160,000 own Series B shares in the Company, on order to cover costs related to social security contributions, which may arise as a result of the Company’s obligations under the previously resolved Performance Share Plan 2023. Such transfers shall be made on Nasdaq Stockholm at a price within within the price range applicable for the Company’s Series B shares at any given time on Nasdaq Stockholm.
Majority requirements
Valid resolutions in accordance with the Board of Directors' proposals 16 (a) – 16 (c) above require that the resolutions are supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting.
Item 17 (a) resolution regarding adoption of a long-term performance-based share program for 2025; and 17 (b) resolution regarding transfer of own shares to participants in the long-term performance-based share program
Background
The Board of Directors of Elekta has decided to propose a long-term performance-based share plan for 2025 (“PSP 2025”). The proposed program is essentially the same as the share program adopted in 2024.
The Board of Directors is confident that the proposed program will benefit Elekta’s shareholders by aligning their interests with those of the participants, as it will contribute to strengthening Elekta's ability to attract, retain and motivate skilled personnel, and is expected to contribute to an increased focus to meet the long-term business and equity targets.
The proposal by the Board of Directors
The Board of Directors proposes, in view of the above, that the Meeting resolves to (a) adopt a long-term performance-based share program for 2025, and, as a hedging arrangement, resolves on (b) transfer of own shares to the participants in PSP 2025.
Item 17 (a) - resolution regarding adoption of a long-term performance-based share program for 2025
The Board of Directors proposes that the Meeting resolves to adopt PSP 2025 in accordance with the following main terms and conditions.
Costs for PSP 2025
The total costs for PSP 2025, at maximum allocation of Performance Shares, are estimated to amount to not more than SEK 62.7 million, which corresponds to approximately 1.14 percent of the Group’s total personnel costs for 2024/2025. The costs have been calculated as the sum of the maximum allocation value, including social security contributions and administrative costs for the program. A maximum price per share of SEK 52.15 has been used in the calculation. Administrative costs have been estimated to amount to less than SEK 1 million. If no allocation of Performance Shares is made, only administration costs will arise.
The costs for PSP 2025 are based on the accounting standard IFRS 2 and are accrued over three years.
Hedging measures for PSP 2025
In order to implement PSP 2025, the Board of Directors proposes under item 17 (b) that not more than 1,450,000 own Series B shares may be transferred to the participants. Should the proposal to transfer shares in accordance with item 17 (b) to participants in PSP 2025 not be approved by the Meeting, the Board of Directors will explore other possibilities to ensure delivery under PSP 2025.
Number of shares, effects on key ratios, etc.
The maximum number of Performance Shares that may be allocated to the participants in PSP 2025 amounts to 1,450,000, which corresponds to approximately 0.38 percent of the total number of shares and 0.28 of the total number of votes in Elekta. PSP 2025 does not entail any dilution of share capital or votes. If repurchased shares are allocated under PSP 2025, the number of outstanding shares in Elekta will increase by a maximum of 1,450,000 Series B shares, corresponding to a maximum dilution effect of earnings per share of approximately 0.38 percent.[5] Dilution effects per share are independent of the share price as the Performance Shares are delivered without consideration.
The total maximum increase in the number of outstanding Series B shares for all outstanding share programs in Elekta is estimated to be not more than 2,899,364 Series B shares, to be delivered without consideration, corresponding to a dilution effect of earnings per share of approximately 0.75 percent. In this calculation, the maximum allocation of shares has been assumed for the share programs 2025, 2024, 2023 and 2022.
Item 17 (b) - resolution regarding transfer of own shares to participants in the long-term performance-based share program
In order to ensure delivery of Performance Shares in accordance with the terms and conditions of PSP 2025, the Board of Directors proposes that the Meeting resolves to transfer, with deviation from the shareholders' preferential rights, of not more than 1,450,000 Series B shares in Elekta on the following terms and conditions:
The Meeting's resolution in accordance with the Board of Directors’ proposal under item 17 (b) is conditional upon the Meeting resolving to adopt the Board of Directors’ proposal for resolution on PSP 2025 under item 17 (a) above.
Preparation of the proposal
The proposal has been prepared by the Company’s Remuneration and Sustainability Committee in consultation with the Board of Directors. The decision to propose PSP 2025 to the Meeting has been made by the Board of Directors.
Outstanding incentive programs in Elekta
For a description of Elekta’s outstanding share-based incentive programs, please refer to note 8 in Elekta's Annual Report for 2024/2025.
Majority requirements
The Meeting's resolution on transfer of own shares in accordance with item 17 (b) above is valid only if supported by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the Meeting.
Item 18 – Resolution regarding contribution to Elekta Foundation
On August 25, 2021, the Annual General Meeting resolved on a contribution by the Company of up to SEK 35,000,000 as initial foundation capital for the purposes of establishing a philanthropic foundation of the Company, Elekta Foundation (the “Foundation”), to be governed by the Swedish Foundation Act (1994:1220) (Sw. stiftelselagen). The object of the Foundation is to improve access to, and quality of, cancer care with special focus on radiotherapy. In accordance with the resolution by the Annual General meeting of August 25, 2021, if necessary for the Foundation to be able to continue its operations, the Board of Directors may propose future General Meetings to resolve on further contributions to the Foundation. The 2023 Annual General Meeting thus resolved on a contribution of up to SEK 10,000,000 to the Foundation. Subsequently, the 2024 Annual General Meeting resolved to make an additional contribution of a maximum of SEK 10,000,000 to the Foundation.
The Board of Directors proposes that the Meeting resolves on a new contribution of up to SEK 10,000,000 to the Foundation. The Board of Directors considers the proposed contribution to be a gift for charitable or comparable purposes that can be deemed reasonable given the purpose, the Company's financial position and the circumstances in general and that the contribution is justifiable in view of the requirements posed on the size of the Company’s and the Group’s equity by the nature, scope and risks associated with the Company’s and Group’s operations as well as the consolidation needs, liquidity and position of the Company and the Group in other respects. There will be sufficient coverage for the Company’s restricted equity following the contribution.
DOCUMENTS
Complete documents in accordance with the Swedish Companies Act (2005:551) will be available on the Company’s website, www.elekta.com. and at the Company at Hagaplan 4 in Stockholm no later than on August 14, 2025. The Nomination Committee’s proposals and reasoned statement and details of all proposed members of the Board of Directors will be available on the Company’s website from the date of issue of this notice. 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 Series A shares and 368,587,640 Series B shares, representing a total of 518,395,330 votes. The Series A shares carry ten votes each, and the Series B shares carry one vote each. The Company holds 1,485,289 Series B shares, 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. Elekta AB (publ)’s corporate registration number is 556170–4015 and registered office in Stockholm.
__________________________
Stockholm in July 2025
Elekta AB (publ)
The Board of Directors
[1] With the possibility for the Board of Directors to make adjustments as a result of extraordinary events such as bonus issues, splits, rights issues and/or similar events in accordance with common practice for similar incentive programs.
[2] The minimum performance requirement is that Elekta’s relative TSR is at least +3.0 percent above the OMXSPI index. To reach the maximum performance level, Elekta’s relative TSR must be equal to +15 percent or higher than the OMXSPI index.
[3] The minimum performance requirement is that Electa installs 221 units during 2025-2028, and the maximum performance requirement is that Elekta installs 325 units during 2025-2028.
[4] The minimum performance requirement is that Elekta reduces its CO2 emissions from operations by 5.95 percent during 2025-2028, and the maximum performance requirement is that Elekta reduces its CO2 emissions from operations by 17.84 percent during 2025-2028.
[5] Outstanding shares are defined as the total number of issued shares in Elekta reduced by the number of treasury shares held by Elekta.
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