Bulletin from Elekta's annual general meeting 2019
STOCKHOLM, August 22, 2019 – The Annual General Meeting re-elected all Board members except Annika Espander Jansson, who had declined re-election. Among other business, the Annual General Meeting resolved to pay a dividend of SEK 1.80 per share and to introduce a new performance-based share program.
The Annual General Meeting adopted the following resolutions:
Dividend and appropriation of the Company’s profits
Of the Company’s unappropriated earnings totaling SEK 2,550,414,301, a per-share dividend of SEK 1.80 to be distributed to the shareholders. The remaining amount is to be carried forward. The dividend will be divided into two payments, of SEK 0.90 per payment. The first record date for the dividend was determined Monday, August 26, 2019 and the second record day was determined as Monday, February 24, 2020. The payments are expected to be made on Thursday, August 29, 2019 and on Thursday, February 27, 2020.
Adoption of the income statement and balance sheet
The Annual General 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, 2019. The members of the Board and the CEO were discharged from liability for the fiscal year 2018/19.
Board of Directors and committees
The Annual General Meeting resolved that the Board of Directors shall consist of eight members without deputies. Laurent Leksell, Caroline Leksell Cooke, Johan Malmquist, Tomas Puusepp, Wolfgang Reim, Jan Secher, Birgitta Stymne Göransson and Cecilia Wikström were re-elected as members of the Board. Laurent Leksell was re-elected as Chairman of the Board.
The following director fees were adopted: SEK 1,280,000 (1,165,000) to the Chairman of the Board, SEK 550,000 (500,000) to each external member of the Board, SEK 115,000 (110,000) to the Chairman and SEK 80,000 (75,000) to other members of the Company’s Executive Compensation & Capability Committee, SEK 240,000 (225,000) to the Chairman and SEK 150,000 (135,000) to other members of the Company’s Audit Committee. No Board Members employed by the Company shall receive remuneration or compensation for committee work.
The Annual General Meeting elected the registered public auditing firm Ernst & Young AB (“EY”), as auditor for the period until the end of the Annual General Meeting 2020. EY has informed the Nomination Committee that if EY is elected, the Authorized Public Accountant Rickard Andersson will be appointed as auditor in charge. Fees will be paid according to an approved account.
Guidelines for remuneration to the Executive Management
The Annual General Meeting approved the guidelines for remuneration and other employment conditions for Executive Management. The guidelines apply for employment contracts that become effective after the Annual General Meeting’s resolution and in the event that changes are made to existing contracts after this date.
Performance Share Plan 2019
The Annual General Meeting resolved to adopt Performance Share Plan 2019. The program comprises the President and CEO, Executive Management and nominated Key Contributors, all in all about 30 employees, who will qualify for allotment, free of charge, of shares of series B following expiry of the three-year performance period and provided continued employment in the Group until the end of the Performance Year 2021/2022. The total number of shares that can be allotted is dependent on the degree of fulfilment of one target, Elekta three-year Total Shareholder Return (“TSR”) relative to the OMXS30 Index over a three-year period. For the Performance Share Plan 2019, the minimum performance requirement is that Elekta TSR outperform the OMXS30 Index with at least +0.1 per cent. The maximum performance level requires that Elekta TSR outperform the OMXS30 Index at or above +15 per cent. The performance target shall be adjusted at the occurrence of events affecting the number of outstanding shares in the Company, or unforeseen material events affecting the Elekta Group´s operations or otherwise affecting the performance targets and deemed relevant by the Board of Directors. Should the Company decide on changes to the Company’s accounting principles or decide on restructuring costs, the Board of Directors may decide on changes to the Performance Share Plan 2019 performance targets.
Assuming maximum allotment under the Performance Share Plan 2019 and a share price of SEK 120, a maximum of 715,356 shares of series B are required to fulfil commitments under the program (including social security costs), corresponding to approximately 0.19 per cent of the total number of outstanding shares. Under the above assumptions, the estimated costs, including social security costs and the financing cost for repurchased own shares, are approximately SEK 85,842,715.
Acquisition and transfer of own shares
The Annual General 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 ten per cent of the total number of shares in the Company. The Annual General 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 company acquisitions and other strategic investments and transfers, and not exceeding the maximum number of treasury shares held by the Company at any given time.
In view of the Performance Share Plan 2019, the Annual General Meeting resolved to approve the Board of Director’s proposal on transfer of treasury shares amounting to not more than 800,000 shares of series B, 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 240,000 shares will be transferred on Nasdaq Stockholm with the purpose of covering certain fees, primarily social security costs.
In view of the Performance Share Plan 2017 and 2018, the Annual General Meeting authorized the Board of Directors during the period until the next Annual General Meeting, on one or more occasions, to decide that not more than 240,000 shares will be transferred on Nasdaq Stockholm with the purpose of covering certain fees, primarily social security costs.
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For further information, please contact:
Cecilia Ketels, Head of Investor Relations, Elekta AB
Tel: +46 76 611 76 25, e-mail: firstname.lastname@example.org
Time zone: CET: Central European Time
The information was published at 17:00 CET on August 22, 2019. (REGMAR)
For almost five decades, Elekta has been a leader in precision radiation medicine. Our nearly 4,000 employees worldwide are committed to ensuring everyone in the world with cancer has access to – and benefits from – more precise, personalized radiotherapy treatments. Headquartered in Stockholm, Sweden, Elekta is listed on NASDAQ Stockholm Exchange. Visit elekta.com or follow @Elekta on Twitter.