NOTICE OF ANNUAL GENERAL MEETING OF ELEKTA AB


NOTICE OF ANNUAL GENERAL MEETING OF ELEKTA AB

PRESS RELEASE
Stockholm, Sweden, September 3, 2008

Shareholders in Elekta AB (publ) are hereby invited to attend the Annual General
Meeting to be held on Thursday, September 18, 2008, at 3:00 p.m. at Polstjärnan
Konferens, Sveavägen 77, Stockholm.


Notification, etc. 

Shareholders who wish to participate in the Meeting must be listed in the
register of shareholders maintained by VPC AB (the Swedish Securities Register
Center) not later than Friday, September 12, 2008 and notify the Company of
their intent to participate in the Meeting (including the number of any
assistants) not later than Monday, September 15, 2008, at 4:00 p.m. 

Notification of participation at the Annual General Meeting may be forwarded in
writing to Elekta AB (publ), Attn: Corporate Communications, Box 7593, SE-103 93
Stockholm, by telefax: +46 8 587 255 00, or by telephone +46 8 587 254 00.
Notification can also be made by e-mail to ir@elekta.com. 

Notification forms will be forwarded with the Company's Annual Report. In
providing notification in any other manner, shareholders must state their
name/company name, national registration/corporate registration number, address
and the registered number of shares held. If participation will be based on
power of attorney, the related documentation must be submitted at the same time
as the notification. The form to be used for power of attorney documentation can
be downloaded from the company's web site www.elekta.com.

Shareholders whose shares are registered in the names of nominees, through the
trust department of a bank or other trustee, must temporarily re-register the
shares in their own names in order to participate in the Annual General Meeting.
Such re-registration must be completed not later than September 12, 2008, which
means that shareholders in sufficient time prior to this date must instruct the
nominee to carry out such action. 

The financial statements the auditor's report and the auditor's statement
pursuant to Chapter 8 section 54 of the Companies Act will be available at the
Company's head office at Kungstensgatan 18 in Stockholm as of Thursday,
September 4, 2008, and will be forwarded at that time to the shareholders. The
Board's complete proposals for decision in accordance with all relevant items
will be available at the same address as of Thursday, September 4, 2008. The
proposals will be forwarded at that time to the shareholders who so request and
provide their mailing address. The complete proposal for a decision as per item
19 below will be automatically sent to all shareholders who notify the Company
of their intent to participate in the AGM. All of the above documentation will
also be presented at the General Meeting and will be available on the Company's
website, www.elekta.com.
The total number of shares in the company is 93,075,863 whereof 3,562,500 shares
of series A and 89,513,363 shares of series B. The total number of votes in the
company is 125,138,363.

Agenda 
1. Opening of the Meeting; 
2. Election of the Chairman 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 minutes-checkers; 
6. Determination of whether the Meeting has been duly convened; 
7. Presentation of the Annual Report and the Auditors' Report for the Parent
Company and the consolidated accounts and the Auditors' Report for the group; 
8. Motion concerning adoption of the balance sheet and income statement and the
consolidated balance sheet and consolidated income statement; 
9. Motion concerning approval of the disposition of the Company's earnings as
shown in the balance sheet adopted by the Meeting; 
10. Motion concerning the discharge of the members of the Board of Directors and
the CEO from personal liability; 
11. Report on the work of the election committee;
12. Determination of the number of members and any deputy members of the Board
of Directors; 
13. Determination of the fees to be paid to the members of the Board of
Directors and the auditors; 
14. Election of Board members and any deputy Board members;
15. Election of auditors; 
16. Adoption of principles for executive compensation;
17. Question of reduction of the share capital;
18. Question of authorization for the Board to acquire and transfer own shares; 
19. Decision on an incentive program; 
20. Question regarding appointment of the election committee. 

PROPOSALS BY THE BOARD AND THE ELECTION COMMITTEE 

Point 2 - Proposal for Chairman of the Meeting

The election committee proposes advokat Bertil Villard to be Chairman of the
Meeting.

Point 9 - Disposition of the Company's earnings

The Board of directors proposes that of the Company's unappropriated earnings,
SEK 671,342,778 an amount representing SEK 1.75 per share should be distributed
as dividend to the shareholders and that the remaining unappropriated earnings
be carried forward. Record day for the dividends is proposed to be September 23,
2008.

Points 12 to 15 - Proposal for election of Board of Directors, auditors and
remuneration to the Board and the auditors. 

It is proposed that the Board should consist of 8 members, without deputy
members. 

It is proposed that each of Akbar Seddigh, Carl G. Palmstierna, Laurent Leksell,
Tommy H. Karlsson, Hans Barella and Birgitta Stymne Göransson are re-elected as
members of the Board and that each of Luciano Cattani and Vera Kallmeyer are
elected as new members of the Board. Akbar Seddigh is proposed to be chairman of
the Board. 

It is proposed that remuneration shall be paid to the Board at a total of SEK
2,385,000 of which SEK 570,000 to the chairman of the Board, SEK 285,000 to each
of the external members of the Board, SEK 70,000 shall be paid to the chairman
of the Company's compensation committee and SEK 35,000 to any other member of
said committee. No remuneration shall be paid to members of the Board that are
employed by the Company.

It is proposed that Deloitte AB be elected as auditors for a term of four years,
ending at the shareholders' meeting to be held in 2012. Deloitte AB has informed
the company that Jan Berndtsson will be responsible for the audit.

Remuneration to the auditor is proposed to be paid according to an approved
account.  

The proposals in this point have been put together by the Company's election
committee which as per June 30, 2008, represented shareholders holding over 43
per cent of the votes in the Company. 

Point 16 - Adoption of principles for executive compensation

The Board of Directors proposes that the meeting approves the following
principles for remuneration and other terms of employment for the executive
management of the group. The principles will be valid for employment agreements
entered into after the meeting and for any changes made to existing employment
agreements thereafter. It is proposed that the Board is given the possibility to
deviate from the below stated guide lines in individual cases where specific
reasons or requirements exist.

Principles

It is of fundamental importance to the group and its shareholders that the
principles for compensation and other employment conditions for the executives
of the group aims to, in the short and long term, attract, motivate and retain
competent employees and managers. To obtain this goal, it is important to ensure
fairness and internal equity, while maintaining market competitiveness of the
structure, scope and level of executive compensation within Elekta.  Employment
conditions for the executive management should comprise a balanced mix of fixed
salary, annual incentives, long term incentives, pension and other benefits as
well as notice and severance payments.

Total target cash compensation, i.e. fixed salary and variable incentives,
should be competitive in the geographic market where the employee is resident.
The level of total cash should be reviewed annually to ensure that it is in line
with the median for similar positions in the relevant market. Market medians are
established annually with the assistance of external benchmarking. Compensation
should be highly performance driven and therefore the target annual incentive
should be a relatively high portion of the total target compensation.

Compensation components

The group compensation system comprises different forms of compensation in order
to create a well balanced remuneration which strengthens and underpins long and
short term objective setting and attainment.

Fixed salary

The fixed salary shall be individual and based on the content and responsibility
of the role as well as the individual's competence and experience in relation to
the role held.

Annual incentive

Executive management has an annual incentive with quarterly measurement and
payment. The annual incentive is structured as a variable component of the total
cash remuneration package and is primarily related to the achievement of common
group financial performance goals. The goals for the annual incentive are
established annually by the Board so as to sustain the business strategy and
objectives. Other measures, i.e. Key Performance Indicators, may be used to
create focus on non-financial objectives of particular interest. The size of the
annual incentive is dependent on the role held and may amount to between 30 and
100% of the fixed salary at target performance. At over-performance of financial
and other quantitative goals the level of pay out against the annual incentive
is capped at a maximum of 160% of target. The plan shall also contain a minimum
performance level under which no bonus will be paid out.

In order to ensure long term engagement, continued employment as well as
competitive pay from an international perspective, the annual incentive may be
complemented by an additional annual incentive with a deferred payment by 12-24
months. This deferred bonus requires continued employment until an agreed future
date for any payment to be made. The deferred bonus should never exceed 50% of
the normal annual incentive and shall in other aspects follow the group bonus
plan.

Long Term Incentive and share related incentive programs

In order to strengthen long term thinking in decision making and ensure
achievement of long term objectives, the Board may selectively decide on other
type of non-share price related long term cash incentive programs. Potential
remuneration in form of a long term incentive should be in line with practice in
each market and requires continued employment in the group. 
The Board also uses long term incentives to reinforce a customer and shareholder
perspective among executive and other management. On a yearly basis, the Board
of Directors evaluates whether a share based long term incentive program, e.g.
in the form of an option program, should be proposed to the AGM. The main
content of the Board's proposal to this year's Annual General Meeting can be
found under point 19 the proposal of the Board for a decision on an incentive
program, which is in line with the Share Unit Plan decision taken by the AGM
held in 2007.

Pension

When establishing new pension agreement, those senior executives that are
entitled to pension benefits should have defined contribution schemes. The
pensionable age for Swedish citizens is 65 years while other executives follow
the rules of their respective countries of residence. The main guide line is
that the size of pension contributions is based only on the fixed salary.
Certain individual adjustments may occur based on market practice. 

Other benefits

Other benefits, such as company cars and health, medical and sickness related
insurance schemes, should be of a more limited value compared to other items of
the compensation package and in line with the market practice for the respective
geographic market. 

Notice periods and severance agreements 

The President and CEO has a notice period of 24 months. Other senior executives
have notice periods between 6 and 12 months. Severance agreements will in
principle not be signed. In a redundancy situation, the current practice in the
geographic market where the executive is resident will apply.  

Point 17 - Reduction of share capital

In accordance with the authorization given at the latest Annual General Meeting,
Elekta has since the previous shareholders meeting acquired 951,300 of its own
B-shares. The Board has previously announced that the intention is to cancel the
acquired B-shares. The Board therefore proposes that the shareholders' meeting
decides to reduce the Company's share capital by SEK 1,902,600 through
retirement of these 951,300 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.

The resolution of the Meeting in accordance with the Board's proposal pursuant
to this point 17 must be supported by shareholders holding at least two-thirds
of the votes cast as well as two-thirds of all shares present or represented at
the Meeting.

Point 18 - Authorization for the Board to acquire and transfer own shares

The Board proposes that the Meeting authorize the Board 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 ten percent of the total number of shares in the
Company. The repurchase shall be carried out on the OMX Nordic Exchange,
Stockholm at a price within the registered price interval (spread) at any given
time, that is the interval between the highest bid price and the lowest ask
price, and in other respects in accordance with the rules of the OMX Nordic
Exchange, 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 be able to transfer shares in
conjunction with the financing of company acquisitions and other types of
strategic investments and acquisitions. 

The Board proposes that the Meeting authorize the Board during the period until
the next Annual General Meeting, on one or more occasions, to decide on the
transfer of shares in the Company. The transfer of shares may only be made in
conjunction with financing of acquisitions and other types of strategic
investments and may be carried out in the maximum amount of own shares that the
Company holds at any given time. In conjunction with the acquisition of
companies, the transfer may be effected with waiver of the shareholders
preferential rights and to a price within the so-called spread (see above) at
the time of the decision on transfer and in accordance with the rules of the OMX
Nordic Exchange, Stockholm at any given time. The payment for the thus
transferred shares may be made in cash or through non-cash issue or offsetting
of claims against the Company, or on specific terms. The reason for the Board's
authorization to waive the shareholders' preferential rights is to, where
appropriate, 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's proposal pursuant
to this point 18 must be supported by shareholders holding at least two-thirds
of the votes cast as well as two-thirds of all shares present or represented at
the Meeting.
Point 19 - Decision on incentive program

Calculations of dilution are based on the number of shares outstanding at the
time this notice was drafted with adjustment for the number of shares proposed
to be cancelled in accordance with item 17. 

1. The Board's proposal on resolving on issuing employee options based on the
Elekta AB 2007 Share Unit Plan

The Board proposes that the Annual General Meeting decides on the issuance of
employee options (allotment 2008) based on the Elekta AB 2007 Share Unit Plan
(the “Plan”) which was adopted at the Annual General Meeting 2007.The main terms
of the Plan are i) for employees resident in Sweden it is required that, for the
employee to receive employee options and retain the possibility to acquire
shares, the employee shall acquire a certain number of shares in the Company on
the market and hold these shares until exercise of the option; (ii) the number
of shares that will be possible to acquire based on the employee options is
determined based on the fulfillment of a collectively established performance
goal; (iii) it shall be possible to exercise one fourth of the options annually;
(iv) the options are nontransferable; (v) the options are dependent upon
continued employment; (vi) the price that shall be paid to receive shares on
exercise of the option shall amount to not less than 110 percent of the share's
market value at the time of the option offer; (vii) the lifetime of the option
shall be a maximum of five years, and (viii) the financial gain that the
employee could receive on the granted options is maximized to 400% of the price
that shall be paid for the shares.

For this year's allotment of employee options the following will moreover apply.
Employee options shall be offered to around 75 key personnel divided into four
levels: the executive management (about 1-3 persons), other senior executives
(about 6-10 persons), senior managers (about 20-40 persons) and middle managers
and other key personnel (about 20-50 persons). Upon attainment of the
performance goal, the allotted options shall provide the possibility to acquire
a maximum of 1,600,000 class B shares. The performance goal is based on the
operating profit and net sales growth in local currency during the financial
year of 2008/09 and fulfillment shall be determined by April 30, 2009.

The employee options shall have a lifetime through and including July 31, 2012.
In the event that there are obstacles allotting employee options to the
employees in certain countries, the Board shall instead have the right to issue
synthetic employee options to these persons. Such synthetic employee options
shall be issued in accordance with the comparable terms as the employee options,
but with the exception that they only carry rights to cash settlement. 

The purpose of the incentive program is to create involvement by key personnel
in the Company's development and to ensure that they share the objective to
generate profitable growth. It is also intended to motivate key personnel to
continued employment in the group. The need for an equity based incentive
program should be viewed with the perspective that the group is active in a
global market and that a majority of the eligible employees are active in
markets where equity based incentives are a normal component in the total
compensation package. 

Decisions in accordance with point 1 can be made with a simple majority.
However, the decision on issuance of employee options shall be conditional upon
the Meeting also deciding on the issue of warrants in accordance with point 2
below. 

2. Board's proposal to issue warrants and the approval of the transfer of
warrants 

To ensure that the Company can fulfill its obligation to deliver shares when the
holders of employee options request exercise and to constitute a hedge for any
cash flow impact of social security fees, the Board proposes that the Meeting
shall decide that the Company shall 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 approximately 1.97% of the
total number of shares and approximately 1.47% of votes 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 approximately 4.75% of the total number of shares and
approximately 3.57% of the total number of votes in the Company.

With deviation of the shareholders' preferential rights, the Company's
subsidiary Elekta Instrument AB, shall be entitled to subscribe, with the right
and obligation for the subsidiary after subscription and at the employees'
request for exercise of the employee options issued by the Company (or synthetic
options if applicable) fulfill the Company's obligation through transfer of the
warrants. Elekta Instrument AB is also entitled to dispose of warrants in order
to cover social security fees for the stock option program.

The price at which subscription of a new class B share shall be carried out will
be 105% of the average closing price during the 10 trading days directly after
the Annual General Meeting, but can not be below the quota value of the share.
Subscription of class B shares through the warrants, whereby one (1) warrant
carries the right to subscribe for one (1) class B share, can be carried out
during the period from and including November 1, 2008 to and including July 31,
2012. 

Usual terms and conditions apply with regard to the adjustment terms, etc.
Subscription of warrants shall be carried out not later than October 31, 2008.

The reason for the deviation of the shareholders' preferential rights is that
the Board proposed to the Meeting to issue employee options in accordance with
point 1. A condition for the decision regarding the issuance of employee options
- in the form stated in point 1 - is that the proposed issue of warrants is made
to the subsidiary.

The President or the person authorized by the President shall have the right to
make such minor changes to the decision of the Meeting that may be required in
conjunction with registration of the issue and any registration of the warrants
with VPC (Swedish Securities Register Center).

The decision by the Meeting in accordance with the Board's proposal pursuant to
this point 2 requires that the Meeting's decision is supported by shareholders
representing at least nine tenths of the votes cast as well the shares
represented at the Meeting. 

The Board further proposes that the Meeting decides that the warrants issued in
accordance with this point 2 and which the Board considers are not necessary to
secure the Company's obligation in accordance with the issued employee options
shall be cancelled as soon as possible. It is proposed that the Meeting assign
the Board to carry out such cancellation. 

Point 20 - Question regarding appointment of the election committee

The election committee proposes 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 voting rights of A and B shares. Those
representatives shall together with the chairman of the Board constitute the
election committee and fulfil 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 appoints a chairman from within the committee
and 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, however, the company shall pay all such necessary costs which may
arise in the performance of the assignment. 

If any of the larger shareholders sell their shares in the Company before the
election committee has fulfilled its assignment, the member that has been
appointed by such a shareholder shall, if the election committee so decides, be
replaced by a representative of the largest holders of voting rights of share
holder after those who are already represented in the election committee. If a
member of the election committee no longer represents the shareholder that
appointed him/her, before the assignment of the election committee has been
fulfilled, then he/she should be replaced, if the election committee so decides,
by a new representative appointed by that shareholder. 

Stockholm, August 2008 
The Board of Directors of Elekta AB (publ)



For further information, please contact:

Lena Schattauer, Investor Relations, Elekta AB
Tel: +46 8 587 257 22, +46 70 595 51 00, e-mail: lena.schattauer@elekta.com  


About Elekta

Elekta is an international medical technology group, providing oncologists,
radiation therapists, neurosurgeons and many other medical specialists with
state of the art tools to fight serious disease.

Elekta provides advanced clinical solutions, comprehensive management and
information systems as well as services for improved cancer care and management
of brain disorders. 

Elekta's systems and solutions are used in over 5,000 hospitals around the
world. Clinical and information management solutions include, among others,
Leksell Gamma Knife® for non-invasive treatment of brain disorders, Elekta
Axesse™ and Elekta Synergy® for stereotactic and image guided radiation therapy
and radiosurgery as well as the MOSAIQ™ suite of software for image-enabled EMR
and efficient management of clinical and patient data.

With over 2,500 employees globally, the corporate headquarter is located in
Stockholm, Sweden and the company is listed on the Nordic Exchange under the
ticker EKTAb. More information about Elekta can be found at www.elekta.com.

Pièces jointes

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