Welcome to the Annual General Meeting of shareholders of Elekta AB (publ)

Shareholders of Elekta AB (publ) are hereby invited to attend the Annual General
Meeting to be held on Thursday, September 1, 2016, at 1:00 pm at Moderna Museet
in Stockholm. Registration will commence at 12:00 pm.
Notification
Shareholders who wish to attend the Annual General Meeting shall:

 -   be registered in the register of shareholders maintained by Euroclear
Sweden AB no later than on Friday, August 26, 2016; and
-   notify the Company of their intention to attend (along with notification of
the number of any representatives) no later than on Friday, August 26, 2016,
preferably before 4:00 pm to:

Internet:           www.elekta.com

Mail:               Elekta AB (publ)
                      “Annual General Meeting”
                      Box 7842
                      SE-103 98 Stockholm

Phone:           +46 (0) 8 402 92 80

In providing notification of attendance, shareholders must state their
name/company name, national identification number/corporate registration number,
address, telephone number and the registered number of shares held.
Proxy, shares registered in the name of a nominee etcetera
Shareholders represented by proxy must issue a power-of-attorney for the
representative and the original power-of-attorney should be submitted at the
same time as the notification. Forms of power-of-attorney in Swedish and English
are available on the Company’s web site, www.elekta.com. If the power-of
-attorney is issued by a legal entity, a verified copy of the registration
certificate or corresponding document for the legal entity must be appended. The
power-of-attorney and the registration certificate may not be older than one
year. However, a longer period of validity may be specified on the power-of
-attorney, although no longer than five years from the date of issue.
Personal data obtained from notifications, proxies and the register of
shareholders kept by Euroclear Sweden AB will be used for the necessary
registration and preparation of the voting list for the Annual General Meeting.
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 Annual
General Meeting. Such re-registration, so called voting right registration, must
be completed no later than on Friday, August 26, 2016, 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, the auditor’s statement pursuant
to Chapter 8, Section 54 of the Swedish Companies Act (2005:551) and the Board
of Directors’ complete proposals for decisions in accordance with points 10
(including the Board of Directors’ reasoned statement in accordance with Chapter
18, Section 4 of the Swedish Companies Act), 18 and 20 a) (including the Board
of Directors’ reasoned statement in accordance with Chapter 19, Section 22 of
the Swedish Companies Act), of the agenda will be available on the Company’s web
site, www.elekta.com, and at the Company’s head office at Kungstensgatan 18 in
Stockholm as of Thursday, August 11, 2016 and will be distributed to
shareholders upon request and notification of postal address. 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 of the above documentation will also be
presented at the Annual General Meeting.
The total number of shares in the Company amounts to 382,829,047 shares, whereof
14,250,000 shares of series A and 368,579,047 shares of series B, representing a
total of 511,079,047 votes. The series A shares carries ten votes and the series
B shares carries one vote. The Company holds 1,541,368 series B shares, which
may not be represented at the general meeting. The information pertains to the
circumstances as per the time of issuing this notice.

The shareholders present at the Annual General Meeting have a right to request
information regarding the matters on the agenda or the Company’s financial
situation in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
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 and the
consolidated accounts and the Auditors’ Report for the Group;
8.   Address by the President and CEO and report on the work of the Board of
Directors and committees of the Board of Directors by the Chairman of the Board
of Directors;
9.   Resolution concerning adoption of the balance sheet and income statement
and the consolidated balance sheet and consolidated income statement;
10. Resolution concerning approval of the disposition of the Company’s earnings
as shown in the balance sheet adopted by the Meeting;
11. Resolution concerning the discharge of the members of the Board of Directors
and the President and CEO from personal liability;
12. Report on the work of the Nomination Committee;
13. Determination of the number of members and any deputy members of the Board
of Directors;
14. Determination of the fees to be paid to the members of the Board of
Directors and the Auditor;
15. Election of Board members and any deputy Board members;
16. Election of Auditor;
17. Resolution regarding guidelines for remuneration to executive management;
18. Resolution regarding
   a)     Performance Share Plan 2016
   b)     transfer of own shares in conjunction with the Performance Share Plan
2016;
19. Resolution regarding authorization for the Board of Directors to decide upon
transfer of own shares in conjunction with the Performance Share Plan 2014 and
2015;
20. 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 transfer of
own shares;
21. Appointment of the Nomination Committee;
22. Proposed resolutions by shareholder Thorwald Arvidsson
   a)      to adopt a vision zero regarding workplace accidents within the
Company
   b)      to instruct the Board of Directors to set up a working group to
implement this vision zero
   c)      on annual reporting of the vision zero
   d)      to adopt a vision on equality within the Company
   e)      to instruct the Board of Directors to set up a working group with the
task of implementing the vision on equality
   f)       on annual reporting of the vision on equality
   g)      to delegate to the Board of Directors to create a shareholders’
association in the Company
   h)      that a Board member may not have a legal entity to invoice
remuneration for work on the Board of Directors
   i)       that the Nominating Committee shall pay particular attention to
issues associated with ethics, gender and ethnicity
   j)       to delegate to the Board of Directors to try to achieve a change in
the legal framework regarding invoicing remuneration for work on the Board of
Directors
   k)      to amend section 5, paragraph 2 in the Articles of Association
   l)       to delegate to the Board of Directors to try to abolish the legal
possibility to so called voting power differences in Swedish limited liability
companies
   m)    to amend the Articles of Association by adding a provision on so-called
“cool off-period” for politicians
   n)      to delegate to the Board of Directors to try to achieve a national so
called “cool-off period" for politicians
   o)      to delegate to the Board of Directors to prepare a proposal
concerning a system for giving small and medium-sized shareholders
representation in both the Nominating Committee and the Board of Directors
   p)      to delegate to the Board of Directors to, by reaching out to the
Swedish Government, raise awareness of the need of such representation; and
23. Closing of the Meeting.
Proposals by the Board of Directors, the Nomination Committee and individual
shareholders
Item 2 – Chairman of the Annual General Meeting
The Nomination Committee proposes Bertil Villard, attorney at law, as Chairman
of the Annual General Meeting.
Item 10 – Disposition of the Company’s earnings
The Board of Directors proposes that of the Company’s unappropriated earnings,
SEK 2,283,486,617, an amount representing SEK 0.50 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 0.25 per payment. The first record
day is proposed to be on Monday, September 5, 2016 and the second record day is
proposed to be on Monday, March 6, 2017. If the Annual General Meeting resolves
in accordance with the proposal, payments through Euroclear Sweden AB are
estimated to be made on Thursday, September 8, 2016 and on Thursday, March 9,
2017.
Items 13 to 16 – 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 (unchanged) members, without deputy members.
It is proposed that remuneration shall be paid to the Board of Directors at a
total of SEK 4,295,000 (unchanged) of which SEK 1,075,000 (unchanged) to the
Chairman of the Board of Directors, SEK 460,000 (unchanged) to each of the
external members of the Board of Directors, and remuneration for committee work
at a total of SEK 770,000 (660,000), of which SEK 90,000 (unchanged) shall be
paid to the Chairman of the Company’s Executive Compensation & Capability
Committee and SEK 50,000 (unchanged) to any other member of said committee, SEK
200,000 (unchanged) shall be paid to the Chairman of the Company’s Audit
Committee and SEK 110,000 (unchanged) to any other member of said committee. No
board fees or remuneration for committee work shall be paid to members of the
Board of Directors that are employed by the Company.
As the Audit Committee after the Annual General Meeting 2015 was increased from
three to four members, the Nomination Committee proposes that retroactive
remuneration of SEK 55,000 (based pro rata in relation to the number of attended
Committee meetings during the year 2015/2016) is paid to the fourth member.
Remuneration to the Auditor is proposed to be paid according to an approved
account.
The Nomination Committee proposes that each of Luciano Cattani, Annika Espander
Jansson, Laurent Leksell, Siaou-Sze Lien, Johan Malmqvist, Tomas Puusepp,
Wolfgang Reim, Jan Secher and Birgitta Stymne Göransson are re-elected as
members of the Board of Directors for the period until the end of the next
Annual General Meeting. Laurent Leksell is proposed to be re-elected Chairman of
the Board of Directors.
The Nomination Committee proposes that PwC, with Authorized Public Accountant
Johan Engstam as auditor in charge, is elected as Auditor for the period until
the end of the next Annual General Meeting.
Item 17 – Resolution regarding guidelines for remuneration to the executive
management
The Board of Directors proposes that the Annual General Meeting approve the
following guidelines for remuneration and other terms of employment for the
executive management of the Group. The guidelines will be valid for employment
agreements entered into after the Annual General Meeting and for any changes
made to existing employment agreements thereafter. It is proposed that the Board
of Directors be given the ability to deviate from the below-stated guidelines in
individual cases where specific reasons exist.

The guidelines in the following proposal are in principle unchanged compared to
the guidelines which were proposed by the Board of Directors and approved by the
Annual General Meeting 2015, except for the sections “Total target cash
compensation” and “Notice periods and severance agreements” below.
Guidelines
It is of fundamental importance to Elekta and its shareholders that the
guidelines for remuneration and other terms of employment for the executives of
the Group attract, motivate and retain competent employees and managers, both in
the short and long-term. To achieve this goal, it is important to ensure
fairness and internal equity, while maintaining market competitiveness in terms
of the structure, scope and level of executive compensation within Elekta.
Employment conditions for executive management should comprise a balanced mix of
fixed salary, a variable salary component, annual incentive, long-term
incentives, pension and other benefits, as well as notice and severance
payments, where applicable.
Total target cash compensation
Total target cash compensation (fixed plus variable salary components) should be
competitive in the geographic market where the executive is resident. The level
of total target compensation should be reviewed annually, taking into account
the level of compensation for similar positions in the market, to ensure the
Company is able to recruit and retain business competencies where needed. Market
median salaries are established with the assistance of external compensation
benchmarking. Since compensation should be performance-driven, the target annual
variable salary component should account for a relatively high portion of the
total target compensation.
Compensation components
The Group compensation system comprises various forms of compensation. This
ensures well-balanced remuneration, thereby strengthening and underpinning short
and long-term objective setting and achievement.
Fixed salary
Executive Management’s fixed salary shall be individual and based on the content
and responsibility of the position, the individual’s competence and experience
in relation to the role held, as well as the geography in which the position is
based.
Variable salary
In addition to a fixed salary, Executive Management also has a variable salary
component. The variable component is structured as a portion of the total cash
remuneration package and is primarily related to the achievement of common Group
financial performance goals. The Key Performance Indicators (“KPIs”) for
variable salary components shall primarily be related to the outcome of specific
financial and functional objectives within the Group compensation and benefit
system.
The size of the variable salary component depends on the position held and may
amount to between 30 percent and 70 percent of the fixed salary for on-target
performance. Performance against fixed targets and payment for results achieved
are measured quarterly. Quarterly payments against variable salary components
are capped at 100 percent.
The goals for the variable salary component are established annually by the
Board of Directors so as to sustain the business strategy and objectives. Other
KPIs may be used to drive focus on non-financial objectives of particular
interest.
Annual incentive
For performance related to financial goals within the variable salary plan
exceeding 100 percent of the target, there is the opportunity for additional
compensation called annual incentive. The annual incentive entails a potential
to earn a maximum of 60 percent of the target variable salary component.
Accordingly, the maximum payout level for the sum of the variable salary
component and the annual incentive is capped at a 160 percent of the original
target for variable compensation. The plan also contains a minimum performance
level or threshold under which no variable salary or annual incentive will be
paid out at all.
Equity-based long-term incentive programs
The Board of Directors also uses long-term incentives to ensure alignment
between shareholder interests and executive management, senior managers and
other key colleagues. On an annual basis, the Board of Directors evaluates
whether an equity-based long-term incentive program should be proposed to the
Annual General Meeting.
In order to strengthen long-term thinking in decision-making and ensure
achievement of long-term objectives, while also covering situations where equity
-based solutions may be inappropriate or precluded by law, the Board of
Directors may also selectively decide on other types of non-equity-based long
-term incentive programs. Monetary long-term incentives should only be used as
remuneration in special circumstances and be in line with practice in each
market. They must also require continued employment in the Group.
Retention measures
In order to ensure long-term engagement and retention of key staff in connection
with the acquisition of new business, the divestment of operations or other
transitional activities, an additional annual incentive with a deferred payment
of 12–24 months may or may not be applied. This deferred incentive requires
continued employment until an agreed future date for any payment to be made and
is applied only in special and rare circumstances, which means that it is not
part of any ordinary executive remuneration scheme. The deferred incentive
should never exceed 50 percent of the agreed annual variable salary component
and shall in other aspects comply with the Group’s bonus plan.
Pensions
When establishing new pension agreements, senior executives who are entitled to
pension benefits should only be enrolled in defined-contribution schemes. The
standard retirement age for Swedish citizens is 65 years while other executives
follow the rules of their respective countries of residence. The main guideline
is that the size of pension contributions be based only on the fixed salary.
Certain individual adjustments may occur based on local market practice.
Other benefits
Benefits such as company cars and health, medical and sickness-related insurance
schemes, should be of a more limited value compared with other items of the
compensation package and in line with the market practice for the respective
geographic market.
Notice periods and severance agreements
Periods of notice in Elekta follow local labor legislative requirements in the
geographies in which they are based. Senior executives generally have notice
periods of between 6 and 12 months.
Severance agreements entitling executives to lump sum payments will in principle
not be entered into.
Preparation and decision process
During the year, Elekta’s Executive Compensation & Capability Committee (“ECCC”)
provided the Board of Directors with recommendations regarding principles for
formulating the Group’s remuneration system and remuneration of senior
executives and senior managers. The recommendations covered formulation of the
bonus system, distribution between fixed and variable remuneration and the size
of any salary increases. The ECCC also proposed criteria for assessing the
performance of senior executives and senior managers. Any decisions on
remuneration for the CEO have been taken by the Board of Directors in its
entirety.
The Board of Directors has discussed the proposals from the ECCC and its motion
to the Annual General Meeting is based on the recommendation submitted. Elekta’s
ECCC comprises the Chairman of the Board of Directors and three independent
Board members. The President and CEO attend the committee’s meetings. The
Group’s Vice President Human Resources acts as the ECCC secretary.
Item 18 a) – Resolution on a Performance Share Plan 2016
Performance Share Plan 2016 (“PSP 2016”) including the Board of Directors’
proposal for resolutions on implementation of a performance share plan and
transfer of treasury shares.
Background
Long-term variable compensation is an integral part of Elekta’s remuneration
strategy and Elekta has, for a number of years, resolved on a long-term
incentive program in the form of a performance-based share program for key
employees within the Group.
The Board of Directors proposes that the Annual General Meeting resolves on PSP
2016 pursuant to the main principles set forth below. The terms and conditions
for the PSP 2016 are in essence the same as the terms and conditions of the
Performance Share Plan 2015. The purpose of the PSP 2016 is to encourage and
improve long-term value creation in alignment with shareholders’ interests, the
Company’s business strategy and financial targets as well as to focus on
restoring lost shareholder value.
Proposal for a Performance Share Plan 2016
The Board of Directors proposes that the Annual General Meeting resolves on the
implementation of the PSP 2016. In order to implement the PSP 2016, the Board of
Directors proposes that no more than in total 530,000 series B shares in Elekta
may be used in the PSP 2016 to be transferred to employees in the Group and,
that up to 30 percent 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 Annual General Meeting resolves in
accordance with the proposals set out below.
Implementation of the Performance Share Plan 2016
The PSP 2016 shall be offered to individuals with most impact on long-term
company performance; i.e. the President and CEO and Executive Management, all in
all eleven (11) employees.
The Board of Directors will determine a maximum value for the PSP 2016 per
individual denominated in SEK. The maximum value for the President and CEO
amounts to SEK 4,050,000, and for other members of the Group Management to SEK
2,025,000 per member. The total sum of the maximum value for all participants in
the PSP 2016 will not exceed SEK 24,300,000 excluding social contribution costs.
Each participant’s maximum value shall be converted into a number of shares,
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. The total number of shares that are
covered by the PSP 2016 and all shares covered by outstanding incentive
programs, will not exceed five (5) percent of the total number of outstanding
shares in the Company.
Participants in the PSP 2016 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 that can be received is dependent on the degree of fulfilment of one
financial target, EPS Growth over the 3-year Performance Period. The Board of
Directors establishes the minimum and maximum level for the performance target.
For the PSP 2016, the PSP award will vest if the compound annual growth rate of
EPS is between 103 percent and 132 percent comparing 2018 financial results to
2015. 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 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 PSP
2016 performance targets.
The receipt of shares normally requires that the persons covered by the PSP 2016
are employed in the Group.
If all conditions included in the PSP 2016 are met, receipt of shares 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 receipt of shares receive cash compensation for any
cash dividend paid out for the three financial years 2016-2018.
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 2016, within the scope of the principal conditions and guidelines as
specified. The Board of Directors shall thereupon be entitled to make
adjustments to meet specific rules or market conditions abroad. 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 2016 are no
longer appropriate.
Participation in the PSP 2016 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 upon the increase of the share price during
the term of the performance shares and in order to secure the ability to deliver
shares, Elekta intends to acquire and transfer own shares in accordance with
points 20 a) and 18 b).
Costs of Performance Share Plan 2016
Assuming maximum allotment under the PSP 2016 and a share price of SEK 65, a
maximum of 486,000 series B shares are required to fulfil commitments under the
program (including social security costs), corresponding to approximately 0.10
percent of the total number of outstanding shares. The number of shares covered
by existing and outstanding incentive programs amounts to 1,147,733 shares,
corresponding to approximately 0.30 percent of the total number of outstanding
shares.
Assuming maximum allotment of shares under the PSP 2016 and a share price of
SEK 65, the costs, including social security costs and the financing cost for
repurchased own shares, are estimated at approximately SEK 31,590,000.
Hedging actions
In order to secure delivery under the PSP 2016, the Board of Directors proposes
under point 18 b), that no more than 530,000 series B shares may be transferred
to employees in the Group and, moreover that a portion of the shares also may be
transferred on Nasdaq Stockholm in order to cover, inter alia, social
contribution costs. If the proposal to transfer repurchased shares to program
participants would not be approved by the Annual General Meeting, the Board of
Directors will consider other means to meet the delivery undertakings under the
PSP 2016.
Preparation of the proposal
The proposal has been prepared by the Company’s Executive Compensation &
Capability Committee in consultation with the Board of Directors. The resolution
to propose the PSP 2016 to the Annual General 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 5 in Elekta’s annual report for 2015/2016.
Majority requirement
The resolution of the Annual General Meeting in accordance with the Board of
Directors’ proposal pursuant to this item 18 a) must be supported by
shareholders representing more than half of the votes cast, or, in the event of
a tied vote, through the chairman exercising his casting vote.
Item 18 b) – Resolution regarding transfer of own shares in conjunction with the
Performance Share Plan 2016
The Board of Directors proposes that the Annual General Meeting resolves on
transfer of own shares in the Company and authorization for the Board of
Directors as a result of the PSP 2016 on the following terms.
      i)        No more than 530,000 shares of series B can 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 2016. Further,
subsidiaries within the Group shall have the right to acquire shares free of
consideration and such subsidiaries shall be obligated to immediately transfer
free of consideration shares to their employees covered by the terms of the PSP
2016.
    iii)        The employee shall have the right to receive shares during the
period when the employee is entitled to receive shares in accordance with the
terms of the PSP 2016.
    iv)        Employees covered by the terms of the PSP 2016 shall subject to
certain conditions, receive shares of series B free of consideration.
    v)        The Board of Directors is authorized, during the period until the
next Annual General Meeting to decide, on one or more occasions, to transfer no
more than 159,000 shares on Nasdaq Stockholm, in order to cover certain payment,
mainly social security payment. The transfer may be executed by waiving the
shareholders’ preferential rights and 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 reasons for deviation from the shareholders’ preferential rights and the
base for determination of the transfer price are as follows.
The transfer of own shares forms part of the implementation of the PSP 2016. The
Board of Directors considers it an advantage for the Company and its
shareholders that the employees are shareholders in the Company. The base for
determination of the transfer prices is evident from the Board of Directors’
proposal under item 18 a) above.
The resolution of the Annual General Meeting in accordance with the Board of
Directors’ proposal pursuant to this item 18 b) must be supported by
shareholders representing at least nine-tenths of the votes cast and the shares
represented at the Annual General Meeting.
Item 19 – Resolution regarding authorization for the Board of Directors to
decide upon the transfer of own shares in conjunction with the Performance Share
Plan 2014 and 2015
The Board of Directors proposes that the Annual General 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 299,700
shares on Nasdaq Stockholm, with reference to the Performance Share Plan 2014
and 2015, 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 resolution of the Annual General Meeting in accordance with the Board’s
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 a) – Resolution regarding authorization for the Board of Directors to
decide upon acquisition of own shares
The Board of Directors proposes that the Annual General 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 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 within the so-called spread (see above), 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 2016 proposed under item 18.
The resolution of the Annual General Meeting in accordance with the Board of
Directors’ proposal pursuant to this item 20 a) must be supported by
shareholders representing at least two-thirds of the votes cast and the shares
represented at the Annual General Meeting.
Item 20 b) – Resolution regarding authorization for the Board of Directors to
decide upon the transfer of own shares
The Board of Directors proposes that the Annual General 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 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 shall be made either on Nasdaq
Stockholm or in another manner.
In conjunction with the acquisition of companies or operations, transfer of own
shares 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. 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 on other specific terms. The reason for the Board of Directors’
authorization to waive 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 Annual General Meeting in accordance with the Board of
Directors’ proposal pursuant to this item 20 b) must be supported by
shareholders representing at least two-thirds of the votes cast and the shares
represented at the Annual General Meeting.
Item 21 – Appointment of the Nomination Committee
The Nomination Committee proposes that the procedure for appointment of
Nomination Committee for the Annual General Meeting 2016 shall be arranged in
accordance with the following:
The Chairman of the Board of Directors shall, before the end of the second
quarter of the financial year, contact the four largest holders of voting
rights, besides the shareholder or those shareholders the Chairman of the Board
of Directors may represent, which may appoint one person each that, together
with the Chairman of the Board of Directors, shall constitute the Nomination
Committee until the end of the next Annual General Meeting, or, where
applicable, until a new Nomination Committee has been appointed. Where
shareholders refrain from their respective right to appoint a member to the
Nomination Committee, the right to appoint a member to the Nomination Committee
shall pass on to the thereafter largest holder of voting rights which not yet
have appointed or have had the right to appoint a member to the Nomination
Committee. Euroclear Sweden AB’s list of shareholders on the last banking day in
September and other reliable information being provided the Company on such
date, shall form the basis of the assessment of which holders of voting rights
being the largest. Unless the Nomination Committee unanimous resolves to appoint
another member as the Chairman of the Nomination Committee, the Chairman of the
Nomination Committee shall be the member of the Nomination Committee being
appointed by the largest holder of voting rights. The Nomination Committee shall
be entitled to, following a unanimous resolution hereof, appoint a person as co
-opt member to the Nomination Committee. Such co-opted member does not
participate in the Nomination Committee’s resolutions. The names of the members
of the Nomination Committee and the names of those having appointed them, shall
be made public as soon as they have been appointed, however no later than six
months before the next Annual General Meeting. No remuneration shall be paid to
the members of the Nomination Committee.
If any of the shareholders having appointed a member to the Nomination Committee
sells its shares in the Company before the Nomination Committee has fulfilled
its assignment, the member that has been appointed by such a shareholder shall,
if the Nomination Committee so resolves, be replaced by a member to be appointed
by the shareholder at that time being the largest shareholder following the
shareholders being represented in the Nomination Committee. If any of the
members of the Nomination Committee ceases to represent the shareholder having
appointed that member, before the assignment of the Nomination Committee has
been fulfilled, that member shall be replaced, if the shareholder so wishes, by
a new representative appointed by that shareholder. The Nomination Committee is
entitled to, if deemed appropriate and besides a co-opted member possibly
appointed in accordance with above, co-opt a member to the Nomination Committee
who is appointed by a shareholder who after the constituting of the Nomination
Committee, has come to be among the four largest holders of voting rights. Such
co-opted member does not participate in the Nomination Committee’s resolutions.
The Nomination Committee shall execute its assignment in accordance with the
Swedish Corporate Governance Code (Sw. Svensk kod för bolagsstyrning) and other
applicable rules. The assignment includes, inter alia, to present proposals on:
      i)        Chairman at Annual General Meeting;
     ii)        Chairman and other members of the Board of Directors;
    iii)        remuneration to non-executive members;
    iv)        remuneration to the Company’s auditor and election of auditor;
and
     v)        where so deemed necessary, proposal to amend the instructions for
the Nomination Committee.
Item 22 – Proposed resolutions by shareholder Thorwald Arvidsson.
The shareholder Thorwald Arvidsson has requested that the following items shall
be addressed at the Annual General Meeting:
a)    to adopt a vision zero regarding workplace accidents within the Company;
b)    to instruct the Board of Directors to set up a working group to implement
this vision zero;
c)    that the result annually shall be reported in writing to the Annual
General Meeting, as a suggestion by including the report in the printed version
of the Annual Report;
d)    to adopt a vision on absolute equality on all levels within the Company
between men and women;
e)    to instruct the Board of Directors to set up a working group with the task
of implementing also this vision in the long term as well as closely monitor the
development on both the equality and the ethnicity area;
f)     to annually submit a report in writing to the Annual General Meeting, as
a suggestion by including the report in the printed version of the Annual
Report;
g)    to delegate to the Board of Directors to take necessary action to create a
shareholders’ association in the Company;
h)    that the remuneration to a Board member may not be invoiced by a legal
entity, neither a Swedish nor a foreign;
i)      that the Nomination Committee in performing its duties will pay
particular attention to issues associated with ethics, gender and ethnicity;
j)      in connection with item h) above, to delegate to the Board of Directors
to try to achieve a change in the legal framework by reaching out to the
competent authority (the Swedish Tax Agency or the Swedish Government);
k)    to amend Section 5, Paragraph 2 of the Articles of Association, to reflect
that both shares of series A and shares of series B shall carry one vote each;
l)      to delegate to the Board of Directors to, by reaching out to the Swedish
Government, pay attention to the desirability to achieve a change in the legal
framework regarding the issue of abolishment of voting power differences in the
Swedish Company’s Act;
m)  to amend the Articles of Association by adding a second and a third
paragraph in accordance with the following:
“Former ministers of the government should not be elected as a member of the
board of directors until two years have passed from the day of resignation from
the assignment as minister. Politicians remunerated through public funds, should
not be elected as member of the board until one year has elapsed from the time
he or she resigned, unless exceptional circumstances apply.”;

 n)    to delegate to the Board of Directors to pay attention to the
desirability to achieve a national so called “cool-off period" for politicians;
o)    to delegate to the Board of Directors to prepare a proposal, concerning a
system for giving small and medium-sized shareholders representation in both the
Nomination Committee and the Board of Directors; and
p)    to delegate to the Board of Directors to, by reaching out to the Swedish
Government, raise awareness of the need for change within this area.
Stockholm in August, 2016
The Board of Directors of Elekta AB (publ)
The above information is such that Elekta AB (publ) shall make public in
accordance with the Securities Market Act and/or the Financial Instruments
Trading Act. The information was published at 07:30 CET on August 3, 2016.
About Elekta
Elekta is a human care company pioneering significant innovations and clinical
solutions for treating cancer and brain disorders. The company develops
sophisticated, state-of-the-art tools and treatment planning systems for
radiation therapy, radiosurgery and brachytherapy, as well as workflow enhancing
software systems across the spectrum of cancer care. Stretching the boundaries
of science and technology, providing intelligent and resource-efficient
solutions that offer confidence to both health care providers and patients,
Elekta aims to improve, prolong and even save patient lives.
Today, Elekta solutions in oncology and neurosurgery are used in over 6,000
hospitals worldwide. Elekta employs around 3,800 employees globally. The
corporate headquarters is located in Stockholm, Sweden, and the company is
listed on NASDAQ Stockholm. Website: www.elekta.com.