ELEKTA ANNUAL GENERAL MEETING 2007
Stockholm, Sweden, September 25, 2007
The Annual General Meeting of Elekta AB (publ) 2007 was held today, September 25, at Polstjärnan Konferens in Stockholm. At the Meeting, 253 shareholders entitled to vote participated, representing 57.5 percent of the votes in the company.
President and CEO Tomas Puusepp opened up his speech to the shareholders by saying: “Elekta is a company with a long history and experience in its field, and this year has 35 years passed since Elekta was founded, ten years since Philips’ radiation therapy division became a member of the Elekta family and over two years since the acquisition of IMPAC Medical Systems. Elekta’s long history and the acquisitions we have made during the years compose what Elekta is today: a truly innovative and global medical technology company with installations at more then 4,500 hospitals and clinics all over the world”. Tomas Puusepp continued by saying, “I am proud to state that Elekta’s clinical solutions, IT systems and services every year is gaining an increasing significance for cancer care and brain disorder treatment worldwide. Every day an estimated 100,000 patients receive diagnosis, treatment or follow-up with the help of Elekta’s treatment technology or IT systems”.
Tomas Puusepp then presented the development of the company during fiscal year 2006/07.
Fiscal year 2006/07 was yet another year of profitable growth for Elekta. During the year Elekta reinforced its leading position in advanced image guided and stereotactic solutions for radiosurgery and radiation therapy. Elekta’s product portfolio is currently stronger than ever, it is young, broad, highly competitive across the line and truly unique in many respects.
During the year Elekta introduced Leksell Gamma Knife® Perfexion™, and by that expanded its Gamma Knife® product line with a completely new system that takes stereotactic radiosurgery to the next level and provides a radiosurgical platform for further refinement and expansion of procedures in the brain, cervical spine and head & neck regions. Today, Elekta has more than 260 Leksell Gamma Knife systems installed around the world.
In 2006/07 Elekta also introduced Elekta Axesse™, setting a new standard of accuracy and therapeutic efficacy in extracranial stereotactic radiation therapy (SRT) and stereotactic radiosurgery (SRS), applications for spinal metastases and other radiosurgical indications. Elekta Axesse is built on years of experience within stereotactic solutions and it brings together the knowledge from Elekta, 3D Line, Medical intelligence and IMPAC.
The Elekta Group also launched a new software platform during the year. MOSAIQ™ takes oncology management to new levels of efficiency centered around an oncology specific electronical medical records (EMR) system. MOSAIQ supports all aspects of treatment, from patient charting to billing, to data and image storage, as well as, patient assessments and access to online clinical images.
For the fiscal year 2006/07 order bookings rose 8 percent to SEK 5,102 M, based on unchanged exchange rates order bookings rose 15 percent.
Net sales rose by 2 percent to SEK 4,525 M. Based on unchanged exchange rates, net sales rose 8 percent. Operating profit amounted to SEK 509 M representing an operating margin of 11 percent.
The financial report for the first quarter for fiscal year 2006/07 was also presented to the participants at the Meeting. Order bookings rose 15 percent to SEK 1,136 M (987). Based on unchanged exchange rates order bookings rose 20 percent.
Net sales declined 2 percent to SEK 975 M. Based on unchanged exchange rates net sales rose 2 percent.
Operating profit amounted to SEK 36 M and operating margin was 4 percent.
As a result of high delivery volumes in the second quarter, operating profit for the first half of the year is expected to be significantly higher compared with the corresponding period last year.
For full year 2007/08, Elekta reiterates the outlook of a net sales growth of over 10 percent in local currency and an operating profit growth of over 30 percent.
Disposition of the company’s earnings
Elekta’s dividend policy is to distribute 20 percent or more of net profit in the form of dividends, share buy-backs or comparable measures.
The Meeting resolved in accordance with the Board’s proposal that from the company’s disposable earnings of SEK 407,809,841 a dividend be paid to the shareholders in an amount corresponding to SEK 1.00 per share and that the balance be carried forward. The record date for the dividend was set at September 28, 2007.
Election of the Board
During the year, Elekta’s Nomination Committee consisted of:
• Ann Ahlberg – SEB Funds
• Åsa Nisell – Swedbank Robur Funds
• Tor Marthin – AMF Pension
• Anders Algotsson - AFA Insurance
• Laurent Leksell, representing his and controlled companies’ shareholdings
At the first meeting, the Nomination Committee appointed Laurent Leksell as chairman of the Committee.
Following the proposal from the Nomination Committee, the Annual General Meeting reelected Akbar Seddigh, Magnus Schmidt, Hans Barella, Carl G. Palmstierna, Tommy H Karlsson, Laurent Leksell and Birgitta Stymne Göransson as Board members.
The Meeting resolved to reelect Akbar Seddigh as Chairman of the Board.
With regard to Board remuneration, the Meeting decided in accordance with the proposal by the Nomination Committee that the total remuneration to the Board shall be SEK 1,910,000 of which 520,000 to the Chairman, SEK 260,000 each to the external Board members, SEK 60,000 to the Chairman of the Executive Compensation Committee and SEK 30,000 to other members of the Executive Compensation Committee. No remuneration is paid to Board members employed by the company.
Adoption of principles for executive compensation
Under the agenda item covering principles for executive compensation, the Board Chairman Akbar Seddigh reported on Elekta’s strategy for compensation to managers, in which the aim is to strengthen management by objectives, profit development in the short and long term as well as create long-term value growth and align management with the shareholder perspective.
The Chairman also reported on the work of Elekta’s Executive Compensation Committee.
The Meeting approved the principles for remuneration and other terms of employment for the executive management of the group, as proposed by the Board and presented in the Annual Report for 2006/07. The principles will be valid for employment agreements entered into after the Meeting and for any changes made to existing employment agreements thereafter.
Reduction of share capital
In accordance with the authorization given at the latest Annual General Meeting, Elekta has during the last financial year acquired 1,630,871 of its own B-shares. The Board has previously announced that the intention is to cancel the acquired B-shares.
The Meeting decided to reduce the company’s share capital by SEK 3,261,742 through retirement of these 1,630,871 shares without any repayment. The reduction amount shall be allocated to the company’s disposition fund to be used in accordance with resolutions passed by the shareholders’ meeting.
Authorization of the Board to purchase and transfer own shares
The Meeting authorized the Board of Directors during the period until the next Annual General Meeting, on one or more occasions, to decide on acquisition of a maximum number of own shares to the extent that after purchase, the company holds not more than 10 percent of the total number of shares in the company.
Elekta’s model for a share-related incentive program – Share Unit Plan – was first introduced in 2004. The company has under the period 2004-2006 made grants of stock options under the Elekta AB 2004 Share Unit Plan.
The Meeting decided in accordance with the proposal on the issue of employee stock options in accordance with the Elekta AB 2007 Share Unit Plan and to approve to issue warrants and the approval of the transfer of warrants.
Elekta’s share-related incentive program can be summarized as a model where distributions are based on performance in relation to the Group’s objectives, where participation and distributions require personal risk through the acquisition of shares, where participation and acquisition of shares requires continued employment and where profits are maximized at a reasonable level.
The AGM resolved to issue free of charge a maximum of 1,856,000 warrants, each entitling to subscription of one class B share in the company. As a result thereof, the company’s share capital could increase by a maximum of SEK 3,712,000 corresponding at full subscription to 1.97 percent of the total number of shares in the company. Taking into account also outstanding warrants reserved for earlier employee option programs in the company, the share capital increase, at full subscription, could correspond to 3,95 percent of the total number of shares.
Composition of Election Committee
The Meeting decided that an Election Committee should be appointed through a procedure whereby the chairman of the Board, before the end of the second quarter of the financial year, contacts three to five representatives for the, at that time, largest holders of A and B shares. Those representatives shall together with the Chairman of the Board constitute the Election Committee and fulfill its obligations in accordance with the Swedish Code of Corporate Governance (sw. Koden för bolagsstyrning). The names of the members of the Election Committee shall be published as soon as they have been appointed, however, not later than six months before the next Annual General Meeting. The Election Committee is appointed until a new Election Committee has been appointed. No remuneration shall be paid for the performance of the work in the Election Committee.