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 Monday, December 4, 2017 at 16.00 CET, at Elite Park Avenue Hotel, Kungsportsavenyn 36-38 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 Tuesday, November 28, 2017, and
– notify the company of their intention to attend the EGM by Tuesday, November 28, 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 Tuesday, November 28, 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 on the distribution of all shares in Arjo AB (publ)
- Closing of the Meeting
The Board’s proposal for resolution on distribution of all shares in Arjo AB (publ)
On October 18, 2016, the Board of Directors of Getinge AB publicly announced its intention to distribute the business area Patient & Post-Acute Care (former Extended Care) by distributing the wholly-owned subsidiary Arjo AB (publ), reg.no. 559092-8064 (“ Arjo ”), including the underlying group, to Getinge’s shareholders and list the shares of series B in Arjo at Nasdaq Stockholm.
The Board of Directors thereby proposes the EGM to resolve that all shares in the wholly-owned subsidiary Arjo are to be distributed, whereby one (1) share of series A in Getinge AB entitles to one (1) share of series A in Arjo and one (1) share of series B in Getinge AB entitles to one (1) share of series B in Arjo.
The value of the distribution of the shares in Arjo is determined based on the book value at the time of the distribution of the shares to Getinge’s shareholders with the application of applicable accounting rules. The Board’s proposed dividend corresponds to a total amount of SEK 3,768 million, based on the book value at the time of this proposal, which is also expected to be the book value at the time of the distribution of the shares in Arjo.
The record date for distribution shall be Friday, December 8, 2017. With the proposed record date, the shares in Arjo are expected to be registered in the securities account of the recipient on or about Tuesday, December 12, 2017. The final day of trading in Getinge AB’s shares including the right to distribution will be Wednesday, December 6, 2017.
The shares of series B in Arjo will be traded on Nasdaq Stockholm and the first day of trading in the shares of series B in Arjo is expected to take place on Tuesday, December 12, 2017. The distribution of the shares in Arjo is expected to take place through a so-called Lex ASEA distribution, which means that the distribution will not be subject to immediate taxation for Swedish tax subjects.
Documents and other information
The Board’s complete proposal for distribution resolution including the documentation pursuant to Chapter 18, Sections 4 and 6 of the Swedish Companies Act, the information brochure regarding the Board of Directors’ proposed distribution and listing of the shares of series B in Arjo are available at the company and on the company’s website, www.getinge.com , and will be sent to shareholders upon request. Copies will also be available at the EGM. A prospectus, which further describes the Arjo group, has been prepared in connection with the listing of the shares of series B in Arjo and is available at the company and on the company’s website, www.getinge.com , and will be sent to shareholders upon request.
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 272,369,573, whereof 18,217,200 shares of series A and 254,152,373 shares of series B. The total number of votes in the company amounts to 436,324,373.
Gothenburg in November 2017
The Board of Directors of Getinge AB (publ)
For more information:
Jeanette Hedén Carlsson,
Executive Vice President Communications & Brand Management
Telephone: +46 (0)10 335 10 03
Head of Investor Relations
Telephone: +46(0)10 335 00 43
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 first-hand experience and close partnerships with clinical experts, healthcare professionals and medtech specialists, we are improving everyday life for people, today and tomorrow.