The board 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 General Meeting. Consequently, shareholders may choose to exercise their voting rights at the General 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 General Meeting must:

• be registered as shareholders in the share register maintained by Euroclear Sweden AB as of Wednesday, 16 August, 2023, and

• notify the Company of their intention to participate in the Meeting no later than on Friday, 18 August, 2023.

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 its 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 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 Friday, 18 August, 2023, 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 General 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, the nomination committee or a shareholder 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 Friday, 18 August, 2023. The postal voting form is valid as a notification to the General 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 Friday, 18 August, 2023.
 
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 so, 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 General Meeting in person may exercise their voting right at the General 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 General Meeting, forms of proxy, registration certificates and other documentary authority must be received by the Company well in advance before the General Meeting.
 
INFORMATION
If so requested by any shareholder and if the board deems it possible without significant detriment to the Company, the board and CEO must provide information at the General 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. Shareholders who wish to submit questions in advance may send them to Elekta AB (publ), Att. Head of Investor Relations, P.O. Box 7593, 103 93 Stockholm, Sweden or by e-mail to cecilia.ketels@elekta.com.
 
AGENDA
1.    Opening of the Meeting
2.    Election of the Chair of the Meeting
3.    Preparation and approval of the list of shareholders entitled to vote at the Meeting
4.    Approval of the agenda
5.    Election of one or two persons to approve the minutes
6.    Determination of whether the Meeting has been duly convened
7.    Presentation of the Annual Report and the Auditor’s Report and the consolidated accounts and the Auditor’s Report for the Group
8.    Resolution concerning adoption of the balance sheet and the income statement and the consolidated balance sheet and the consolidated income statement
9.    Resolution concerning dispositions of the Company’s earnings pursuant to the adopted balance sheet and determination of the record day for dividend
10.  Resolution concerning the discharge of the Directors and the President and CEO from personal liability
11.  Determination of the number of Directors and any deputy Directors
12.  Determination of the fees to be paid to the Directors and the Auditor
13.  Election of Directors, Chair of the Board of Directors, and any deputy Directors
14.  Election of Auditor
15.  Resolution regarding approval of the Remuneration Report
16.  Resolution regarding
(a)   Performance Share Plan 2023
(b)   transfer of own shares in conjunction with the Performance Share Plan 2023
17.  Resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with the Performance Share Plan 2021, 2022 and 2023
18.  Resolution regarding
(a)   authorization for the Board of Directors to decide upon acquisition of own shares
(b)   authorization for the Board of Directors to decide upon the transfer of own shares
19.  Resolution regarding an amendment of the Articles of Association
20.  Resolution regarding contribution to foundation
21.  Resolution proposals by the shareholder Thorvald Tilman (a)–(d)
22.  Closing of the Meeting

PROPOSALS BY THE BOARD OF DIRECTORS AND THE NOMINATION COMMITTEE

Item 2 – Chair of the Meeting

The Nomination Committee proposes Victoria Skoglund, attorney at law, as the Chair of the Annual General Meeting.

Item 9 – Dispositions of the Company’s earnings and record day for dividend

The Board of Directors proposes that the Meeting resolves to approve that of the Company’s unappropriated earnings, SEK 2,237,000,641, 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 Monday, 28 August, 2023, and the second record day is proposed to be on Tuesday, 27 February, 2024. If the Annual General Meeting resolves in accordance with the proposal, payments through Euroclear Sweden AB are estimated to be made on Thursday, 31 August, 2023, and on Friday, 1 March, 2024.

Items 11–14 – Election of the Board of Directors and Auditor and remuneration to the Board of Directors and the Auditor

The Nomination Committee proposes that the Board of Directors shall consist of nine Directors, without deputy 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 8,200,000 (6,950,000), of which SEK 1,550,000 (1,500,000) to the Chair of the Board of Directors and SEK 670,000 (645,000) to each non-executive Director. Further, the Nomination Committee proposes that remuneration for committee work for the period until the next Annual General Meeting, shall be paid with SEK 145,000 (140,000) to the Chair of the Compensation & Sustainability Committee and SEK 100,000 (95,000) to any other member of the Compensation & Sustainability Committee, and SEK 290,000 (265,000) to the Chair of the Audit Committee and SEK 185,000 (170,000) to any other member of the Audit Committee. No remuneration or compensation for committee work shall be paid to a Director employed by the Company.
 
Remuneration to the Auditor is proposed to be paid according to an invoice approved by the Company.
 
The Nomination Committee proposes that Laurent Leksell, Caroline Leksell Cooke, Kelly Londy, Wolfgang Reim, Jan Secher, Birgitta Stymne Göransson and Cecilia Wikström are re-elected, and that Tomas Eliasson and Volker Wetekam are elected, as Directors for the period until the end of the next Annual General Meeting. Further, the Nomination Committee proposes that Laurent Leksell is re-elected as the Chair of the Board of Directors. Johan Malmquist has declined re-election.
 
A presentation of all the persons proposed by the Nomination Committee for election to the Board of Directors can be found on the Company’s website, www.elekta.com.
 
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that the registered public accounting firm Ernst & Young AB (“EY”) is re-elected as the Company’s Auditor for the period until the end of the Annual General Meeting 2024. EY has informed the Nomination Committee that if EY is elected, the Authorized Public Accountant Rickard Andersson will be appointed as auditor in charge.

Item 15 – Resolution regarding approval of the Remuneration Report

The Board of Directors proposes that the Meeting resolves to approve the Board's Remuneration Report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Item 16 (a) – Resolution regarding Performance Share Plan 2023

Performance Share Plan 2023 (“PSP 2023”) includes the Board of Directors’ proposal for resolutions on implementation of a performance share plan, equivalent to the performance share plan resolved by the Meeting in 2022, and transfer of treasury shares.

Background

Long-term variable compensation is an integral part of Elekta’s remuneration strategy. Elekta has annually resolved on long-term incentive programs for executive committee and key employees within the Group.
 
The Board of Directors proposes that Elekta’s long-term variable compensation in 2023, like last year, shall include the executive committee and a few selected key employees in the same long-term performance share plan. The Board of Directors proposes that the Meeting resolves on PSP 2023 pursuant to the main principles set forth below. The Board of Directors considers that PSP 2023 fulfils the purpose of aligning the interests of the participants and the shareholders, strengthens Elekta’s ability to attract, retain and motivate qualified employees and strengthens Elekta’s focus and objective to meet its long-term business and share price goals.

Proposal for a resolution for a Performance Share Plan 2023

The Board of Directors proposes that the Meeting resolves on the implementation of the PSP 2023. In order to implement the PSP 2023, the Board of Directors proposes that no more than 1,405,000 shares of series B in Elekta may be used in the PSP 2023 to be transferred to employees in the Group and that up to 30 per cent of these shares may be sold on Nasdaq Stockholm in order to cover, inter alia, social contribution costs.
 
The Board of Directors proposes that the Meeting resolves in accordance with the proposals set out below.

Implementation of the Performance Share Plan 2023

The PSP 2023 shall be offered to individuals with great opportunities to impact the Company’s long-term performance both in current roles but also for future roles, i.e. the President and CEO, executive committee and nominated key persons, all in all about 25 employees.
 
The Board of Directors will determine a maximum value for the PSP 2023 participant group. The maximum value for all participants can be up to 80 per cent of annual base salary at the beginning of the fiscal year 2023/2024. The actual maximum value will be subject to each participant’s individual performance evaluation for the past fiscal year. The total sum of the maximum value for all participants in the PSP 2023 will not exceed SEK 61,739,670 excluding social contribution costs.
 
Each participant’s maximum value shall be converted into a number of shares of series B, based on the average closing share price of the Elekta series B share on Nasdaq Stockholm during a period of ten trading days before the day the participants are offered to participate in the program.
 
Participants in the PSP 2023 will be granted a conditional award over performance shares, which is a right to receive a specific number of such shares at a future date, provided the relevant conditions are met. The total number of shares of series B that can be received is 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. The ESG targets are Access to Healthcare, i.e number of installed linacs in underserved markets, as well as CO2 equivalents reductions from operations over a three-year period. The weighting between the three targets is as follows; Relative TSR with a weighting of 85%, Access to Healthcare and CO2 equivalents reduction with a weighting of 7.5% each.
 
For the PSP 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 total PSP vesting level can be in the range of 0 – 100 per cent and is determined by the weighted vesting level of each performance target. If the minimum performance level of each three targets is reached, the allocation will amount up to 25 per cent of maximum number of performance shares. If the maximum performance level is reached or exceeded for all three targets, the allocation will amount to (and will not exceed) the maximum number of performance shares. If performance is below the maximum level but above the minimum level of all three targets, the allocation will be proportional between the minimum level and the maximum level, subject to the weighting of each target. No allocation will be made if performance is below the minimum level for all three targets.
 
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 PSP 2023 performance targets.
 
The actual allotment at reached minimum level will be subject to each participant’s individual performance evaluation for the past fiscal year. The receipt of shares normally requires that the persons are employed in the Group at the end of the Performance Period in September 2026.
 
If all conditions included in the PSP 2023 are met, allotment of shares of series B shall be made free of charge three years after an agreement has been entered into and following approval by the Board of Directors. Before the number of shares to be received are finally determined, the Board of Directors shall examine whether the allotment is reasonable considering the Company’s financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the Board of Directors, reduce the number of shares to be allotted to the lower number of shares deemed appropriate by the Board of Directors.
 
The participants shall not provide any consideration for their rights under the program.
 
The participants shall at allotment of shares of series B not receive any cash compensation for any cash dividend under the Performance Period September 2023 to September 2026.
 
The number of shares included in the proposal may be recalculated by the Board of Directors due to changes in the capital structure, such as a bonus issue, a consolidation or a split of shares, new issue or reduction of the share capital or similar measures.
 
The Board of Directors, or a committee established by the Board of Directors for this purpose, will be responsible for the detailed drafting and management of the PSP 2023, within the scope of the principal conditions and guidelines specified. The Board of Directors shall thereupon be entitled to make adjustments to meet specific rules or market conditions abroad. Hence, the Board of Directors can decide on the implementation of an alternative cash-based incentive solution for participants in countries where the allotment of Performance Shares is not appropriate, or if such solution is otherwise considered appropriate. The Board of Directors shall also be entitled to make other adjustments provided that there are substantial changes in the Group or its business environment which would signify that conditions for allocation in accordance with the PSP 2023 are no longer appropriate. Such alternative incentive solutions shall to the extent practically possible be designed to correspond to the terms of the PSP 2023.
 
Participation in the PSP 2023 assumes that such participation is legally possible and suitable, and that the administrative costs and financial efforts are reasonable in the opinion of the Board of Directors.
 
In order to reduce the economic risk due to an increase of the share price during the term of the performance shares and in order to secure the ability to deliver shares of series B, Elekta intends to acquire and transfer own shares.

Costs of Performance Share Plan 2023

Assuming maximum allotment under the PSP 2023 and a share price of SEK 80.63, a maximum of 955,410 shares of series B 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 PSP 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.

Hedging actions

In order to secure delivery under the PSP 2023, the Board of Directors proposes under item 16 (b), that no more than 1,405,000 shares of series B may be transferred to employees in the Group. Further, the Board of Directors proposes under item 17 that the Board of Directors shall be authorized to decide upon the transfer of no more than 764,748 own shares of series B on Nasdaq Stockholm in order to cover, inter alia, social contribution costs under PSP 2023. Further, the Board of Directors proposes under item 18 (a) that the Board of Directors shall be authorized to decide upon acquisition of own shares of series B in order to, inter alia, facilitate hedging and delivery of shares under PSP 2023. If the proposal to transfer repurchased shares to program participants should not be approved by the Meeting, the Board of Directors will consider other means to meet the delivery undertakings under the PSP 2023.

Preparation of the proposal

The proposal has been prepared by the Company’s Executive Compensation & Sustainability Committee in consultation with the Board of Directors. The resolution to propose the PSP 2023 to the Meeting has been taken by the Board of Directors.

Outstanding incentive programs in Elekta

For a description of Elekta’s on-going share related incentive programs, reference is made to note 7 in Elekta’s annual report for 2022/2023.

Majority requirement

The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 16 (a) must be supported by shareholders representing more than half of the votes cast, or, in the event of a tied vote, through the Chair of the Meeting exercising his or her casting vote.

Item 16 (b) – Resolution regarding transfer of own shares in conjunction with the Performance Share Plan 2023

The Board of Directors proposes that the Meeting resolves on transfer of own shares of series B as a result of the PSP 2023 on the following terms.
(i)     No more than 1,405,000 shares of series B may be transferred with deviation from the shareholders’ preferential rights.
(ii)    Right to acquire shares shall be granted to such individuals within the Group covered by the terms and conditions for the PSP 2023. Further, subsidiaries within the Group shall have the right to acquire shares free of consideration and such subsidiaries shall be obligated to immediately transfer shares free of consideration to their employees covered by the terms of the PSP 2023.
(iii)  The employee shall have the right to receive shares in accordance with the terms of the PSP 2023 and during the period when the employee is entitled to receive shares in accordance with the terms of the PSP 2023.
(iv)  Employees covered by the terms of the PSP 2023 shall, subject to certain conditions, receive shares of series B free of consideration.

The reasons for deviation from the shareholders’ preferential rights and the basis for determination of the transfer price are as follows.
 
The transfer of own shares of series B forms part of the implementation of the proposed PSP 2023. The Board of Directors considers it to be an advantage for the Company and its shareholders that the employees are shareholders in the Company. The basis for determination of the transfer price follows from the Board of Directors’ proposal under item 16 (a) above.
 
The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 16 (b) is subject to the Meeting having resolved to pass the Board of Directors’ proposal on PSP 2023.
 
The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 16 (b) must be supported by shareholders representing at least nine-tenths of the votes cast and the shares represented at the Meeting.

Item 17 – Resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares in conjunction with the Performance Share Plan 2021, 2022 and 2023

The Board of Directors proposes that the Meeting authorizes 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, with reference to the Performance Share Plan 2021, 2022 and 2023, to cover certain expenditures, mainly social security contributions. Transfers may be executed at a price that is within the registered price interval (spread) at any given time, meaning the interval between the highest bid price and the lowest ask price at the time of the decision regarding the transfer and in accordance with the rules of Nasdaq Stockholm at any given time. The Board of Directors will be entitled to determine the other terms and conditions of the transfer which, however, shall be in accordance with the market practice.
 
The resolution of the Meeting in accordance with the Board’s proposal pursuant to this item 17 must be supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the Meeting.

Item 18 (a) – Resolution regarding authorization for the Board of Directors to decide upon acquisition of own shares

The Board of Directors proposes that the Meeting authorizes the Board of Directors during the period until the next Annual General Meeting to decide, on one or more occasions, on the acquisition of a maximum 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. Such shares shall be purchased on Nasdaq Stockholm at a price that is within the registered price interval (spread) at any given time, meaning the interval between the highest bid price and the lowest ask price, and in other respects in accordance with the rules of Nasdaq Stockholm at any given time. The purpose of the repurchase of own shares is firstly to align the Company’s capital structure to the Company’s capital requirements and, where appropriate, to enable share transfers in conjunction with the financing of company acquisitions and other types of strategic investments and acquisitions. An additional objective is to facilitate hedging of costs and delivery in relation to the Performance Share Plan 2023.
 
The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 18 (a) must be supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the Meeting.

Item 18 (b) – Resolution regarding authorization for the Board of Directors to decide upon the transfer of own shares

The Board of Directors proposes that the Meeting authorizes the Board of Directors during the period until the next Annual General Meeting to decide, on one or more occasions, on the transfer of shares of series B in the Company. The shares may only be transferred in conjunction with the financing of company acquisitions and other types of strategic investments and acquisitions, and the transfers may not exceed the maximum number of treasury shares held by the Company at any given time. Transfer of own shares of series B shall be made either on Nasdaq Stockholm or in another manner.
 
In conjunction with the acquisition of companies or operations, transfer of own shares of series B may be made with deviation from the shareholders’ preferential rights and at a price that is within the so-called spread (see above) at the time of the decision regarding the transfer and in accordance with the rules of Nasdaq Stockholm at any given time. The Board of Directors will be entitled to determine the other terms and conditions of the transfer which, however, shall be in accordance with the market practice. Payment for shares transferred in this manner may be made in cash or through a non-cash issue or offsetting of claims against the Company, or otherwise be subject to terms as set out in Chapter 2, Section 5, second paragraph, 1–3 and 5 of the Swedish Companies Act. The reason for the Board of Directors’ authorization to deviate from the shareholders’ preferential rights is, where appropriate, to be able to transfer shares in conjunction with the financing of any company acquisitions and other types of strategic investments and acquisitions in a cost-efficient manner.
 
The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 18 (b) must be supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the Meeting.

Item 19 – Resolution regarding an amendment of the Articles of Association

The Board of Directors proposes that the Meeting resolves on an amendment of the Articles of Association, mainly in accordance with the following.
 
Proposal for a new item regarding the place of the General Meetings as follows:
The Board of Directors proposes that a new § 9 be added to the Articles of Association, concerning the place of General Meetings, as follows:
 
"§ 9
 
The General Meeting shall be held in the place where the registered office of the Board of Directors is located or in the city of Solna."
 
The current § 13 of the Articles of Association is proposed to be amended as follows to a new § 14:
 
Current wording: “The Board may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Swedish Companies Act (2005:551).
 
The Board of Directors may before a General Meeting resolve that the shareholders shall be entitled to vote by post prior to the General Meeting”.
 
Proposed new wording: “The Board may collect powers of attorney in accordance with the procedure described in Chapter 7, section 4, second paragraph of the Swedish Companies Act (2005:551).
 
The Board of Directors may before a General Meeting resolve that the shareholders shall be entitled to vote by post prior to the General Meeting. If the Board so resolves, the postal vote may be submitted by e-mail or otherwise by electronic means”.
 
Proposal for a new item regarding the presence of third parties at General Meetings as follows:
 
The Board of Directors proposes that a new § 15 be added to the Articles of Association concerning the presence of third parties at General Meetings as follows:
 
"§ 15
 
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”.
 
Miscellaneous
 
In addition to the above proposal, the board of directors also proposes certain renumbering and editorial changes to the Articles of Association.
 
The Board of Directors, or its nominee, is entitled to resolve on any minor changes in the resolution that may be required when registering the resolution with the Swedish Companies Registration Office or due to other formal requirements.
 
The resolution of the Meeting in accordance with the Board of Directors’ proposal pursuant to this item 19 must be supported by shareholders representing at least two-thirds of the votes cast and the shares represented at the Meeting.

Item 20 – Resolution regarding contribution to foundation

On 25 August, 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, 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. The resolution of 25 August, 2021, states that if necessary for the foundation's continued operations, the board may propose that future General Meetings resolve on further contributions to the foundation.
 
In light of the above, the Board of Directors proposes that the General Meeting resolves 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 Board of Directors is of the opinion that the proposed contribution is a gift for charitable or comparable purposes which may be deemed reasonable in light of the nature of 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.

Item 21 – Resolution proposals by the shareholder Thorvald Tilman

The shareholder Thorvald Tilman proposes that the General Meeting resolves:
(a)   that the second paragraph of Article 5 of the Articles of Association shall read as follows: “All shares carry equal rights.”,
(b)   to instruct the Board of Directors to approach the Swedish government in writing to express the desirability of amending the Swedish Companies Act so that the possibility of issuing shares with different voting rights is abolished,
(c)   to instruct the Board of Directors to prepare a proposal regarding representation on the Board of Directors and the Nomination Committee for the small and medium sized shareholders, and
(d)   to instruct the Board of Directors to investigate the possibilities of introducing a performance-based remuneration for the members of the Board of Directors.

The resolution of the Meeting in accordance with Thorwald Tilman’s proposal pursuant to item 21 (a) must be supported by all of the shareholders participating in the General Meeting where such shareholders together represent not less than nine-tenths of all shares in the Company, or alternatively by shareholders with not less than two-thirds of both the votes cast and the shares represented at the General Meeting and provided that the owners of one-half of all shares of series A and nine-tenths of the shares of series A represented at the Meeting consent to the alteration.

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 Kungstensgatan 18 in Stockholm no later than on Thursday, 3 August, 2023. 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 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 July 2023
Elekta AB (publ)
The Board of Directors
 
# # #
 
This is an unofficial translation of the Swedish document. In case of any discrepancies between the Swedish document and this English translation, the Swedish document shall prevail.
 
About Elekta
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.