Report from the Annual General Meeting 2023 in Elekta
Elekta AB (publ) has held its Annual General Meeting on 24 August 2023. The statement at the Meeting from the President and CEO will be available on Elekta’s website, www.elekta.com. Documents from the Meeting with complete details concerning all resolutions are also available on the website.
A summary of the resolutions taken by the Meeting follows.
Accounting documents and discharge from liability
The Directors as well as the President and CEO were discharged from liability for the financial year of 2022/23 after the income statements and balance sheets for the Parent Company and the Group were adopted.
Dividend and disposition of the Company's earnings
The Meeting resolved on a dividend corresponding to SEK 2.40 per share and that the remaining profits are carried forward. The dividend is to be divided into two payments of SEK 1.20 per payment.
The first record day is Monday, 28 August, 2023. The second record day is Tuesday, 27 February, 2024. The dividend is expected to be paid out on Thursday, 31 August, 2023 and on Friday, 1 March, 2024 respectively.
Board of Directors
The Meeting re-elected Directors Laurent Leksell, Caroline Leksell Cooke, Kelly Londy, Wolfgang Reim, Jan Secher, Birgitta Stymne Göransson and Cecilia Wikström, and Tomas Eliasson and Volker Wetekam was elected as a new Directors. Laurent Leksell was reelected as the Chairman of the Board of Directors.
The Meeting resolved that the remuneration to the Board of Directors shall be increased in relation to the previous year, in accordance with the Nomination Committee’s proposal.
Ernst & Young AB, with the authorized auditor Rickard Andersson, was reelected as the Company’s auditor for the period until the end of the next Annual General Meeting and the fee to the auditor shall be paid according to the approved invoice.
The Board of Directors’ remuneration report
The Meeting approved the Board of Directors’ remuneration report on remuneration.
Performance Share Plan 2023
The Meeting resolved on the establishment of the Performance Share Plan 2023 in accordance with the Board of Directors’ proposal, and on the transfer of own shares due to the Performance Share Program 2023.
The program includes the President and CEO, executive management and nominated key contributors, all in all about 25 employees, who will qualify for allotment, free of charge, of shares of series B in Elekta following expiry of the three-year performance period and provided a continued employment in the Group until the end of September 2026. The maximum number of shares that can be allotted is dependent on dependent on the degree of fulfilment of three targets, Elekta’s Total Shareholder Return (“TSR”) relative to the OMXS30 Index over a three-year period and two ESG targets. For the Performance Share Plan 2023, the minimum performance requirement regarding the TSR target 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. Regarding the ESG targets, the minimum performance requirement is that Elekta installs 502 linacs in underserved markets and reduces its’ CO2 emissions from operations by 0.1 per cent during the three-year performance period. The maximum performance level requires Elekta to install 652 linacs in underserved markets and reduces its’ CO2 emissions from operations by 13.86 per cent during the three-year performance period.
The performance targets shall be adjusted at the occurrence of events affecting the number of outstanding shares in the Company, or unforeseen material events affecting the Group´s operations or otherwise affecting the performance targets and deemed relevant by the Board of Directors. Should the accounting principles change, or should the Company decide on restructuring costs, the Board of Directors may decide on changes to the Performance Share Plan 2023 performance targets.
Assuming maximum allotment under the Performance Share Plan 2023 and a share price of SEK 80.63, a maximum of 995,410 shares of series B (incorrectly stated as 955,410 in the notice) are required to fulfil the commitments under the program (including social security costs), corresponding to approximately 0.26 per cent of the total number of outstanding shares. The number of shares covered by existing and outstanding incentive programs amounts to 1,144,160 shares of series B, corresponding to approximately 0.30 per cent of the total number of outstanding shares. Assuming maximum allotment of shares under the Performance Share Plan 2023 and a share price of SEK 80.63, the costs, including social security costs and the financing cost for repurchased own shares, are estimated at approximately SEK 80,261,571.
Acquisition and transfer of own shares
The Meeting authorized the Board of Directors, in accordance with the Board of Directors’ proposal, during the period until the next Annual General Meeting to decide, on one or more occasions, on the acquisition of a total number of own shares of series B so that, after the purchase, the Company holds not more than ten percent of the total number of shares in the Company. Furthermore, the Meeting authorized the Board of Directors, in accordance with the Board of Directors’ proposal, during the period until the next Annual General Meeting to decide, on one or more occasions, on the transfer of own shares of series B in conjunction with the financing of company acquisitions and other types of strategic investments and acquisitions, and not exceeding the maximum number of treasury shares held by the Company at any given time.
In view of the Performance Share Plan 2023, the Meeting resolved, in accordance with the Board of Directors’ proposal, that not more than 1,405,000 shares of series B can be transferred with deviation from the shareholders’ preferential rights, and to authorize the Board of Directors, during the period until the next Annual General Meeting to decide, on one or more occasions, on the transfer of not more than 764,748 own shares of series B on Nasdaq Stockholm to cover certain expenditures, mainly social security contributions.
Amendment of the articles of association
The Meeting resolved, in accordance with the Board of Directors’ proposal, on a number of amendments to the articles of association. These mainly consisted of (i) a new item regarding the place of the general meetings, meaning that the general meetings may also be held in the City of Solna, (ii) an adjustment of an existing item, meaning that if the Board of Directors so resolves, the postal vote may be submitted by e-mail or otherwise by electronic means, and (iii) a new item on the presence of third parties at general meetings, meaning that the Board of Directors may resolve that any person who is not a shareholder in the Company shall, on such terms as the Board of Directors may determine, have the right to attend or otherwise follow the proceedings at the general meeting. In addition, the meeting on certain renumbering and editorial changes to the articles of association.
Contribution to a foundation
The Meeting resolved, in accordance with the Board of Directors’ proposal, on a contribution of up to SEK 10,000,000 to the foundation established by the Annual General Meeting's resolution on 25 August, 2021. The object of the foundation is to improve access to, and quality of, cancer care with special focus on radiotherapy.
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For further information, please contact:
Cecilia Ketels, Head of Investor Relations
Tel: +46 76 611 76 25, e-mail: email@example.com
Time zone: CEST: Central European Summer Time
The information was submitted for publication at 16:15 CEST on 24 August 2023.
As a leader in precision radiation therapy, Elekta is committed to ensuring every patient has access to the best cancer care possible. We openly collaborate with customers to advance sustainable, outcome-driven and cost-efficient solutions to meet evolving patient needs, improve lives and bring hope to everyone dealing with cancer. To us, it's personal, and our global team of 4,700 employees combine passion, science, and imagination to profoundly change cancer care. We don’t just build technology, we build hope. Elekta is headquartered in Stockholm, Sweden, with offices in more than 40 countries and listed on Nasdaq Stockholm. For more information, visit elekta.com or follow @Elekta on Twitter.