Notice of Annual General Meeting of Elekta AB (publ)

Notice of Annual General Meeting of Elekta AB (publ)

Shareholders in Elekta AB (publ) are hereby invited to attend the Annual
General Meeting to be held on Tuesday, September 21, 2010, at 3:00 p.m.
at Polstjärnan Konferens, Sveavägen 77, Stockholm.

Notification, etc.

Shareholders who wish to participate in the Annual General Meeting must
be listed in the register of shareholders maintained by Euroclear Sweden
AB not later than Wednesday, September 15, 2010 and notify the Company
of their intent to participate in the Annual General Meeting (including
the number of any assistants) not later than Wednesday, September 15,
2010, 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 by mail
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 should 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 (http://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 the
shareholders' register maintained by Euroclear Sweden AB in order to
participate in the Annual General Meeting. Such re-registration, so
called voting right registration, must be completed not later than
Wednesday, September 15, 2010, 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 and the
Board's complete proposals for decisions in accordance with items 10
(including the Board's reasoned statement in accordance with Chapter 18
Section 4 of the Swedish Companies Act) and 16, 17 (including the
Board's reasoned statement in accordance with Chapter 19 Section 22 of
the Swedish Companies Act), and 18 of the agenda will be available at
the Company's head office at Kungstensgatan 18 in Stockholm as of
Tuesday, September 7, 2010 and 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 18 will automatically be
sent to all shareholders who notify the Company of their intent to
participate in the Annual General Meeting. 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 and will be available on
the Company's website, www.elekta.com (http://www.elekta.com).

The total number of shares in the company is 93,560,371 whereof
3,562,500 shares of series A and 89,997,871 shares of series B. The
total number of votes in the company is 125,622,871.

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 Chief Executive Officer and report on
the work of the Board of Directors and Committees of the Board of
Directors by the Chairman of the Board;

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 Chief Executive Officer 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 auditors;

15. Election of Board members and any deputy Board members;

16. Resolution regarding guidelines for remuneration to executive
management;

17. 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

     c) transfer of own shares in conjunction with the Performance Share
Plan 2010

d) authorization for the Board of Directors to decide transfer of own
shares in conjunction with the Performance Share Plan 2009

18. Decision on an incentive program;

19. Question regarding appointment of the nomination committee;

20. Adjournment

PROPOSALS BY THE BOARD AND THE NOMINATION COMMITTEE

Point 2 - Proposal for Chairman of the Meeting

The nomination committee proposes lawyer Bertil Villard to be Chairman
of the Meeting.

Point 10 - Disposition of the Company's earnings

The Board of directors proposes that of the Company's unappropriated
earnings, SEK 1,492,022,364 an amount representing SEK 3 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 Friday, September 24, 2010.

Points 13 to 15 - Proposal for election of the Board of Directors and
remuneration to the Board of Directors and the auditors.

The nomination committee proposes that the Board of Directors shall
consist of 8 members, without deputy members.

The nomination committee proposes that each of Akbar Seddigh, Hans
Barella, Luciano Cattani, Vera Kallmeyer, Tommy H Karlsson, Laurent
Leksell and Birgitta Stymne Göransson are re-elected as members of the
Board and that Jan Secher is elected new member of the Board. Akbar
Seddigh is proposed to be re-elected chairman of the Board. Carl G.
Palmstierna has declined re-election.

Jan Secher, born 1957, is President and CEO of Ferrostaal AG. He has
been Operating Partner of the US private equity fund Apollo in London
2009-2010, and has served as CEO of Clariant AG in Basel 2006-2008 and
CEO of SICPA in Lausanne 2003-2005. Before this Jan Secher held various
positions in the ABB Group, where he worked for over 20 years from 1982,
positioned in Sweden, the USA, Canada, Japan and Switzerland, most
recently serving on the Executive Committee of ABB Ltd. He is chairman
of the board of Peak Management AG and a board member of Hexion Ltd. Jan
Secher holds a Master of Science Degree in Industrial Engineering and
Management from University of Linkoping, Sweden. Jan Secher has no
shareholding in Elekta.

It is proposed that remuneration shall be paid to the Board at a total
of SEK 2,890,000 of which SEK 625,000 to the chairman of the Board, SEK
310,000 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, SEK 120,000 shall be paid
to the chairman of the Company's audit committee and SEK 60,000 to any
other member of said committee. No board fees or remuneration for
committee work shall be paid to members of the Board that are employed
by the Company.

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
nomination committee which as per June 30, 2010, represented
shareholders holding over 39 percent of the votes in the Company.

Point 16 - Resolution regarding guidelines for remuneration to executive
management The Board of Directors proposes that the meeting approves 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 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
guidelines in individual cases where specific reasons or requirements
exist.

In accordance with the revised Swedish Code of Corporate Governance (sw.
Svensk kod för bolagsstyrning), the Board of Directors has considered
imposing restrictions on variable remuneration of the executive
management. The Board of Director's assessment is that the current
structure and policy for remuneration of executive management fulfills
the primary intentions of the restrictions; to ensure that variable
compensation is linked to both short- and long-term target fulfillment
and that performance on which compensation is based proves to be
sustainable over time, and that the introduction of such restrictions is
not necessary at the present time.

Guidelines

It is of fundamental importance to the Group 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 or “bonus”, long-term
incentives, pension and other benefits, as well as notice and severance
payments, where applicable.

Total Target Cash Compensation

Total Target Cash Compensation, i.e. 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 to ensure that it is in line with or slightly above
the market median, preferably within the lower end of the third quartile
(i.e. between 51 percent and 60 percent against the market median), for
similar positions in that market. Market medians are established
annually 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 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 60 percent of the fixed salary for on-target
target performance. Performance against fixed targets and payment for
results achieved are measured quarterly. According to the Group's
policy, all payment against variable salary components is capped.

The goals for the variable salary component are established annually by
the Board 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 an annual “incentive” or bonus. The
annual incentive entails a potential to earn a maximum of an additional
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 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 AGM. The main content of the Board's proposal to this
year's Annual General Meeting can be found under point 18 in the Board's
proposal for a resolution on an incentive program.

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 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 circumstances, i.e. is not part of any ordinary executive
remuneration scheme. The deferred incentive should never exceed 50
percent of the normal annual variable salary component and shall in
other aspects comply with the Group 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, except for the President
and CEO, whose period of notice is 24 months if notice is given by the
company and 8 months, if notice is given by the President and CEO. In
the event of a material change of control, the President and CEO shall
have the right to terminate the employment with 6 months notice within
120 days, and shall be entitled to severance payment equal to 18 months
employment including all employment benefits except for annual
incentives and company car.

If employment termination is initiated by the Company, the previous
President is entitled to severance pay of three years' salary, including
pension benefits, other remuneration during a 3-4 year period and four
times his annual bonus, calculated as the average bonus paid during the
most recent three-year period. In addition, the previous President is
entitled to severance pay in the event that he resigns as the result of
certain more comprehensive ownership changes. This severance agreement
is irrevocable.

Severance agreements entitling executives to lump sum payments 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 a) - Resolution regarding authorization for the Board to decide
upon acquisition of own shares

The Board proposes that the Meeting authorize the Board 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 10 percent of the
total number of shares in the Company. Such shares shall be purchased on
NASDAQ OMX 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 OMX 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
Program 2010 proposed under point 18.

The resolution of the Meeting in accordance with the Board's proposal
pursuant to this point 17 a) must be supported by shareholders
representing at least two-thirds of the votes cast and the shares
represented at the Meeting.

Point 17 b) - Resolution regarding authorization for the Board to decide
upon the transfer of own shares

The Board proposes that the Meeting authorize the Board 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. In conjunction with the acquisition of
companies or operations, share transfers may be executed waiving 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 OMX 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's
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 Meeting in accordance with the Board's proposal
pursuant to this point 17 b) must be supported by shareholders
representing at least two-thirds of the votes cast and the shares
represented at the Meeting.

Point 17 c) - Resolution regarding the transfer of own shares with
reference to the Performance Share Program 2010

The Board proposes that the Meeting approve the transfer of own shares,
in the maximum number of 110,700 shares, to employees in accordance with
the Performance Share Program 2010 described in point 18. It is further
proposed that the Meeting authorize the Board during the period until
the next Annual General Meeting to decide, on one or more occasions, to
transfer not more than 15,250 shares of the holding of 110,700 shares on
NASDAQ OMX Stockholm to cover certain expenditures, mainly social
security contributions. Transfers may be executed by waiving 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 OMX Stockholm at any
given time.

The resolution of the Meeting in accordance with the Board's proposal
pursuant to this point 17 c) must be supported by shareholders
representing at least nine-tenths of the votes cast and the shares
represented at the Meeting.

Point 17 d) - Resolution regarding authorization for the Board to decide
upon the transfer of own shares with reference to the Performance Share
Program 2009

The Board proposes that the Meeting authorize the Board during the
period until the next Annual General Meeting to decide, on one or more
occasions, on the transfer of not more than 32,000 shares of the holding
of 232,000 shares on NASDAQ OMX Stockholm, with reference to the
Performance Share Program 2009, to cover certain expenditures, mainly
social security contributions. Transfers may be executed 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 OMX
Stockholm at any given time.

The resolution of the Meeting in accordance with the Board's proposal
pursuant to this point 17 d) must be supported by shareholders
representing at least two-thirds of the votes cast and the shares
represented at the Meeting.

Point 18 - Resolution regarding incentive program

Calculations of dilution are based on the number of shares issued at the
time this notice was drafted.

Background

The 2009 Annual General Meeting resolved to replace the Elekta AB 2007
Share Unit Plan with a performance-based share program (Performance
Share Program 2009) for key
employees.                                                              
       

The Board proposes that the Annual General Meeting pass a resolution
regarding a Performance Share Program for 2010. The terms of the
proposed Performance Share Program 2010 are in all material respects the
same as the terms of the Performance Share Program 2009.

Performance Share Program 2010

It is proposed that the Performance Share Program 2010 cover
approximately 100 key employees in the Elekta Group with an opportunity
to be allotted class B shares in Elekta free of charge under the
following principal terms and guidelines.

The participants in the Performance Share Program 2010 shall be divided
into five groups: the President and CEO, other members of the Group
management and three additional groups for other senior executives and
key employees. For each group, the Board will determine a maximum value
for the Performance Share Program 2010 per individual denominated in
SEK. The maximum value for the President and CEO is SEK 900,000, for
other members of Group management SEK 582,000 and for other senior
executives and key employees not less than SEK 230,000 and not more than
SEK 315,000. The total sum of the maximum values for all participants
shall not exceed SEK 21,000,000, excluding social security
contributions.

Each participant's value shall be converted into a number of shares,
based on the average closing share price of the Elekta class B share on
NASDAQ OMX Stockholm during a period of ten trading days prior to the
date on which the participants are offered the opportunity to
participate in the program.

The number of shares that can be allotted depends on the degree of
fulfillment of a financial target based on the average earnings per
share (EPS) growth during the period from the 2010/2011 financial year
to the end of the 2012/2013 financial year. The financial target for
being allotted shares under the Performance Share Program 2010 include a
threshold that must be exceeded in order for any allotment to occur at
all, as well as a ceiling in excess of which no additional allotment
will occur. Allotments between the threshold and ceiling are linear. The
value that the employee could receive upon the allotment of shares in
the program is maximized at 400 percent of the share price at the time
of the offer to participate in the program. The performance target may
be adjusted upon the occurrence of events affecting the Elekta Group's
operations or the number of outstanding shares in the Company or
otherwise affecting the performance target and deemed relevant by the
Board.

The allotment of shares normally requires that the persons covered by
the program are employed in the Elekta Group during the entire
performance period. If all conditions included in the Performance Share
Program 2010 are met, the shares shall be allotted free of charge
following the conclusion of the three-year performance period and upon
approval of the results by the Board. Before the final number of shares
to be allotted is determined, the Board shall examine whether the
allotment is reasonable considering the Company's financial results and
position, conditions on the stock market and other circumstances. Should
the Board determine that this is not the case, it shall reduce the
number of shares to be allotted to a lower number of shares deemed
appropriate by the Board.

The participants shall not provide any payment for their rights under
the program. At the time the shares are allotted, the participants shall
receive compensation for cash dividends during the three-year
performance period.

The Board is entitled to introduce an alternative incentive solution for
employees in countries where participation in the Performance Share
Program 2010 is not appropriate. Such alternative incentive solutions
shall, as far as practically possible, correspond to the terms of the
Performance Share Program 2010.

Assuming that the maximum number of shares is allotted under the
Performance Share Program 2010 and a share price of SEK 220, a maximum
of 110,700 class B shares will be required to fulfill the commitments
under the program (including social security contributions),
corresponding to approximately 0.1 percent of the total number of
outstanding shares.

To secure delivery under the Performance Share Program 2010, the Board
proposes under point 17 c), that not more than 110,700 class B shares be
transferred to employees in the Elekta Group and, in addition, that a
portion of the shares also be transferred on NASDAQ OMX Stockholm to
cover social security contributions and other expenses.

Assuming that the maximum number of shares is allotted under the
Performance Share Program 2010 and a share price of SEK 220, the cost is
estimated at approximately SEK 24,350,000, including social security
contributions and the financing cost for repurchased own shares.

Point 19 - Question regarding appointment of the nomination committee

The nomination committee proposes that the Meeting resolves that a
nomination 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, as per
the last banking day in September, largest holders of voting rights of A
and B shares. Those representatives shall together with the chairman of
the Board constitute the nomination committee and fulfil its obligations
in accordance with the Swedish Code of Corporate Governance (sw. Svensk
kod för bolagsstyrning). The entitlement shall be based on Euroclear
Sweden AB's list of shareholders (by group of owners) on the last
banking day in September, and on other reliable information provided to
the Company on such date. The names of the members of the nomination
committee shall be published as soon as they have been appointed,
however, not later than six months before the next Annual General
Meeting. The nomination committee shall appoint a chairman of the
nomination committee among its members. The term of office for the
nomination committee ends when a new nomination committee has been
appointed. No remuneration shall be paid for the performance of the work
in the nomination 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 nomination committee has fulfilled its assignment, the member
that has been appointed by such a shareholder shall, if the nomination
committee so decides, be replaced by a representative of the shareholder
with the largest holding of voting rights after those who are already
represented in the nomination committee. If a member of the nomination
committee no longer represents the shareholder that appointed him/her,
before the assignment of the nomination committee has been fulfilled,
then he/she should be replaced, if the shareholder so wishes, by a new
representative appointed by that shareholder. The nomination committee
is entitled to, if deemed appropriate, to co-opt a member to the
committee who are appointed by a shareholder that after the constituting
of the committee, have come to be among the shareholders with the five
largest shareholdings in the company and that have not already appointed
a member to the committee. Such co-opted member does not participate in
the nomination committee's decisions.

Stockholm in August, 2010

The Board of Directors of Elekta AB (publ)

 

******

For further information, please contact:
Lena Schattauer, Investor Relations, Elekta AB
Tel: +46 8 587 25 77 , +46 70 595 51 00, e-mail:
lena.schattauer@elekta.com