Notice of Extraordinary General Meeting in Getinge AB
The shareholders of Getinge AB (publ) are hereby invited to attend the Extraordinary General Meeting (the “EGM”) to be held on Tuesday August 15, 2017 at 11.00 CEST, at Clarion Hotel Post, Drottningtorget 10 in Gothenburg, Sweden.
Right to attend
Shareholders who wish to attend the EGM must:
– be recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository), on Wednesday 9 August 2017, and
– notify the company of their intention to attend the EGM by Wednesday 9 August 2017, preferably before 4.00 p.m. CET.
In order to participate in the EGM, shareholders with nominee-registered shares should request their bank or broker to have the shares temporarily owner-registered with Euroclear Sweden AB by Wednesday 9 August 2017. Therefore, shareholders are requested to notify their nominees in due time before the said date.
Notice of attendance
Notice of attendance shall be made in writing to Getinge AB, “EGM”, P.O. Box 7841, SE-103 98 Stockholm, Sweden, or by telephone +46 10 335 08 18, or on the company’s website, www.getinge.com. The notice of attendance shall state name, personal (or corporate) identity number, shareholding, telephone number and name of advisor, if any. An entrance card to be shown when registering for the EGM will be sent in confirmation of the notice of attendance. Shareholders represented by proxy should submit a power of attorney to the company before the EGM. A proxy form is available at the company and on the company’s website, www.getinge.com. Representatives of a legal entity shall present a copy of the certificate of registration or similar document of authorisation.
Proposal for agenda
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of person(s) to approve the minutes
- Determination of compliance with the rules of convocation
- Resolution regarding amendment of the Articles of Association by including a conversion provision
- Resolution regarding authorisation of the Board to resolve on a new issue of shares
- Closing of the Meeting
The Board’s proposal for amendment of the Articles of Association (Item 7)
The Board of Directors proposes the EGM to resolve to include a conversion provision as a new seventh paragraph of § 5 of the Articles of Association, in accordance with the below.
|New seventh paragraph of § 5|
|At the request from a shareholder, share of Series A (one or more) belonging to that shareholder shall be converted to share of Series B. The request of conversion, which shall be in writing and state the number of shares to be converted, shall be addressed to the Board. The conversion shall thereafter without delay be filed for registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and shall be executed when registered in the companies’ register and recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository).|
The resolution by the Meeting requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting.
The Board’s proposal for resolution on authorization of the Board to resolve on a new issue of shares (item 8)
The Board of Directors proposes the EGM to authorise the Board to resolve on the issue of new shares with preferential right for the company’s shareholders during the period up to the company’s Annual General Meeting 2018. The total number of shares that may be issued by virtue of the authorisation shall amount to the number of shares corresponding to issue proceeds of approximately SEK 4 billion, and shall be within the limits of the share capital. Other terms and conditions for the new share issue shall be determined by the Board.
Documents and other information
The complete proposals for the resolutions under item 7 and 8 will be available at the company and on the company’s website, www.getinge.com, from Tuesday 25 July 2017 at the latest and will be sent to shareholders upon request. Copies will also be available at the EGM.
The Board and the CEO shall at the EGM, if any shareholder so requests and the Board believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
The total number of shares in the company amounts to 238,323,377, whereof 15,940,050 shares of series A and 222,383,327 shares of series B. The total number of votes in the company amounts to 381,783,827.
Gothenburg in July 2017
The Board of Directors of Getinge AB (publ)
Jeanette Hedén Carlsson
EVP Communications & Brand Management
Phone: +46 (0)10 335 1003
Head of Investor Relations
Phone: +46 (0)10 335 0043
Getinge is a global provider of innovative solutions for operating rooms, intensive care units, sterilization departments and for life science companies and institutions. Based on our firsthand experience and close partnerships with clinical experts, healthcare professionals and medtech specialists, we are improving the everyday life for people - today and tomorrow.