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The shareholders of Getinge AB (publ), corporate ID No. 556408-5032, (“Getinge”) are hereby invited to attend the Annual General Meeting (the “AGM”) to be held on Tuesday 20 April 2021 at 3.00 p.m. CEST.

Getinge safeguards the health of its shareholders and strives to contribute in the work of limiting the spread of the corona virus and comply with the authorities’ regulations and advice on avoiding public gatherings.

By virtue of the temporary law intended to facilitate the conduction of shareholders- and association members meetings, the Getinge Board of Directors has decided to take certain precautions in connection with the AGM. These precautions entail that the participants may only attend the AGM remotely via computer or other internet-connected device or by postal voting as further described below.

Further information regarding remote participation and postal voting is also available on the company’s website,


Shareholders who wish to attend the AGM digitally must:

  • be recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository), on Monday 12 April 2021, and
  • notify the company of their intention to attend the AGM by Wednesday 14 April 2021, preferably before 4.00 p.m. CEST:
  • by post to the address Getinge AB (publ), ”Årsstämma 2021”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm,
  • by telephone +46 10-335 08 18 (weekdays kl. 09.00 a.m. – 4.00 p.m. CEST), or
  • via the company’s website,

The notice of attendance shall state name, personal or corporate identity number, address, telephone number and email address (if any), and also the number of any of advisors (not more than two). In accordance with previous years, the shareholders will receive their participation card. The participation card will contain instructions regarding how the shareholder can log in and attend the AGM digitally (see below ”Digital attendance” for further information).

Shareholders who wish to attend the AGM by postal voting must:

  • be recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository), on Monday 12 April 2021, and
  • no later than Monday 19 April 2021, notify the company of their intention to attend the AGM by submitting their postal vote in accordance with the instructions under ”Pre-voting by postal-voting” below in order for the postal vote to be received by Euroclear Sweden AB this day.

In order to attend the AGM, shareholders with nominee-registered shares should, in addition to give notice of attendance digitally or by postal vote, ensure that the shares are owner-registered for the shareholders name to be listed in the shareledger on Monday 12 April 2021. Such registration can be temporary (so-called voting right registration) and you request the nominee for temporary owner registration in accordance with the nominee’s routines within the time the nominee decides. Owner-registration completed by the nominee no later than Wednesday 14 April 2021 will be considered when the shareledger is produced.

PROXYS, etc.

Shareholders participation digitally or by postal voting represented by proxy must issue a written, signed and dated power of attorney. The power of attorney may not be more than one year old, unless a longer period of validity is stated, although maximum five years. Shareholders attending the AGM digitally represented by proxy should submit a power of attorney in original to Getinge AB (publ), ”Årsstämma 2021”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. Power of attorney for shareholders attending by postal-voting represented by proxy, shall be attached to the postal-voting form. A proxy form is available at the company and on the company’s website, Representatives of a legal entity shall attach a certified copy of the certificate of registration or similar document of authorization.


The process of digital participation is administered by Euroclear Sweden AB and its subcontractor Lumi. To enable the AGM to be held digitally the Board of Directors has by virtue of the temporary law applicable during 2021 decided that also non-shareholders shall be able to attend the negotiations of the AGM.

Login details and further instructions regarding the digital participation are available in the instruction sent together with the participation card to the shareholders and proxies who have given notice of their digital attendance in the AGM as instructed above. Instructions are also available on the company’s website The participation cards will, on a current basis, be sent out by post to the shareholders and proxies who have given notice of attending the AGM digitally (and submitted any required authorization documents). When giving notice of attendance on the company’s website, shareholders who are natural persons can also choose to receive their participation cards by email, verify him/her self by BankID and registrar an email address.

To attend the AGM digitally the participants shall enter Lumi’s AGM-website via a browser or the Lumi AGM app (”Lumi AGM” available on Apple App Store or Google Play Store) and enter the meeting ID 185-289-338 and the unique user ID and pin code available on the participation card. Login can be made as from 2.30 p.m. CEST on the day for the AGM and no later than 3.00 p.m. CEST.

To attend and vote digitally the participant needs to ensure that the participant has a functioning internet connection during the entire AGM. Getinge has thoroughly prepared to enable digital attendance and digital voting. It can, however, still not be ruled out that any technical complication causes functional to failure. Shareholder who want to ensure to be able to vote can therefore choose to vote by post before the AGM (see ”Pre-voting by postal-voting” below). Shareholder who has given notice of digital attendance can always exercise voting rights by postal vote in addition to attending the digital AGM. The postal vote will be valid unless the shareholder chooses to participate in the digital voting during the AGM, whereby the digital vote will prevail the postal vote submitted before the AGM on the specific item for resolution.


The shareholders may exercise their rights to vote by postal voting before the AGM. For postal voting, a specific form is used. The form is available on the company’s website Postal voting only do not require any separate notice of attendance for the AGM.

Postal voting can be made by:

  • submitting the original of the completed and signed form to Getinge AB (publ), ”Årsstämma”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or
  • submitting a scanned copy of the completed and signed form by email to (type in ”Getinge AB – Postal voting” in the subject matter box).

Shareholders who are natural persons may also cast their postal votes digitally through BankID verification. Link to digital postal voting is available on the company’s website and

If the shareholder is a legal entity, certificate of registration or corresponding authorization document shall be enclosed this form. If the shareholder is represented by proxy, the power of attorney shall be enclosed (see ”Proxys, etc.” above).

The completed form shall be received by Getinge via Euroclear Sweden no later than Monday 19 April, 2021. Electronic postal voting has to be made within the same time.

The shareholder may not provide the postal vote form with any specific instructions or conditions. If made, the vote will be deemed invalid. Further instructions and conditions are stated in the postal voting form.


  1. Opening of the Meeting
  2. Election of Chairman of the Meeting
  3. Election of person(s) to approve the minutes
  4. Preparation and approval of the voting list
  5. Approval of the agenda
  6. Determination of compliance with the rules of convocation
  7. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Accounts and the Group Auditor’s Report
  8. Presentation of work conducted by the Board of Directors and the by the Board appointed remuneration committee’s and audit committee’s work and purpose
  9. Presentation by the CEO
  10. Resolution regarding adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet
  11. Resolution regarding dispositions in respect of the company’s profit according to the adopted Balance Sheet and determination of record date for dividend
  12. Resolution regarding discharge from liability for the Board of Directors and the CEO
  13. Establishment of 
    (a) the number of Board members and deputy members

    (b) the number of auditors and deputy auditors
  14. Establishment of fees to 
    (a) the Board of Directors (including fees for work in Committees), and
    (b) the auditor(s)
  15. Election of Board of Directors and Chairman of the Board
    1. re-election of Carl Bennet;
    2. re-election of Johan Bygge;
    3. re-election of Cecilia Daun Wennborg;
    4. re-election of Barbro Fridén;
    5. re-election of Dan Frohm;
    6. re-election of Sofia Hasselberg;
    7. re-election of Johan Malmquist;
    8. re-election of Mattias Perjos;
    9. re-election of Malin Persson;
    10. new election of Kristian Samuelsson; and
    11. re-election of Johan Malmquist as Chairman of the Board
  16. Election of auditor(s)
  17. Resolution regarding approval of remuneration report
  18. Resolution regarding guidelines for remuneration to Senior Executives
  19. Closing of the Meeting


The Nomination Committee in respect of the 2021 AGM has comprised the Chairman of the Board Johan Malmquist, the Chairman of the Nomination Committee Carl Bennet (Carl Bennet AB), Per Colleen (Fjärde AP-fonden), Marianne Nilsson (Swedbank Robur Fonder), Anna Sundberg (SHB Fonder & Liv) and Sophie Nachemson-Ekwall (representative of the minor shareholders).

The Nomination Committee has proposed the following:

Chairman of the AGM (item 2): The Chairman of the Board, Johan Malmquist.

Board of Directors (item 13 (a) and 15 (a)-(k)): The number of Board members elected by the General Meeting shall be ten without deputy members. As Board members, re-election shall be made of Carl Bennet, Johan Bygge, Cecilia Daun Wennborg, Barbro Fridén, Dan Frohm, Sofia Hasselberg, Johan Malmquist, Mattias Perjos and Malin Persson, and new election of Kristian Samuelsson. Johan Malmquist shall be re-elected as Chairman of the Board.

Information concerning all members proposed for re-election and new election is available in the proposal for resolution and motivated statement by the Nomination Committee on the company’s website,

Board and committee fees (item 14 (a)): Board fees, excluding remuneration for Committee work, shall be paid in a total of SEK 6,515,000 of which, SEK 1,475,000 to the Chairman and, SEK 630,000 to each of the other Board members elected by the General Meeting who are not employees of the Group. Work in the Audit Committee shall, be compensated with SEK 280,000 to the Chairman and SEK 140,000 to each of the other members, and work in the Remuneration Committee shall be compensated with SEK 140,000 to the Chairman and SEK 100,000 to each of the other members.

Auditor and auditor fees (item 13 (b), 14 (b) and 16): The number of auditors shall be one with no deputy auditor. The registered auditing company Öhrlings PricewaterhouseCoopers AB shall be re-elected for the period until the end of the AGM 2022, in accordance with the recommendation of the Audit Committee. Fees to the auditor shall be paid in accordance with approved invoices. Öhrlings PricewaterhouseCoopers AB has informed that, should the auditing company be elected, Peter Nyllinge will be appointed as auditor in charge.



The voting list proposed for approval is the voting list prepared by Euroclear Sweden AB, based on the AGM-shareledger, submitted notices of attendance, present shareholders, proxies and advisors and also received postal votes, reviewed and approved by the persons to approve the minutes.


The Board and the CEO have proposed that a dividend of SEK 3 per share shall be declared. As record date for the dividend, the Board proposes Tuesday 22 April 2021. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting Tuesday 27 April 2021.


The Board of Directors proposes the AGM to resolve to approve the Board’s report over remunerations in accordance with the Chapter 8 section 53 a the Swedish Companies Act.


The Board of Directors proposes the AGM to resolve on the following guidelines for remuneration to Senior Executives. The guidelines are in principle equivalent to the guidelines resolved by the AGM 2020, however the term of validity in the guidelines have been amended to correspond with applicable regulations entailing that the Board of Directors shall draft a proposal for new guidelines every fourth year and not every year as earlier stated

1.         Scope of the guidelines, etc.

These guidelines cover the individuals who, during the validity period of the guidelines, are included in the group management of Getinge AB (publ), below referred to as “Senior Executives”. The guidelines shall apply for remuneration agreed and amendments in any remunerations already agreed, as of the adoption of the guidelines by the Annual General Meeting 2021. The guidelines are not applicable on any remuneration resolved by the General Meeting.

2.                   Promotion of Getinge’s business strategy, long-term interests and sustainability, etc.

A prerequisite for successful implementation of the company’s business strategy and safeguarding the company’s long-term interests is that the company is able to recruit and retain qualified personnel. The main principle is that remuneration and other employment conditions for Senior Executives, shall be in line with market terms and competitive on every market where Getinge operates, to ensure that competent and skilled personnel can be attracted, motivated and retained. Individual levels of remuneration shall be based on experience, competence, level of responsibility and performance, and also the country were the Senior Executive is employed. These guidelines promote the company’s business strategy, long-term interests and sustainability as described in the below section regarding criteria for variable remuneration, and contribute to the company’s ability to, on a long-term basis, retain qualified personnel.

For information regarding Getinge’s business strategy, please see the company’s annual reports and the website (

3.         Principles for various types of remuneration, etc.

The total remuneration to Senior Executives shall be in line with market terms and consist of base salary (fixed cash remuneration), variable cash remuneration, pension benefits and other benefits. In addition, the General Meeting may – irrespective of these guidelines – resolve on, for instance, share- or share price-related remunerations.

Fixed remuneration

The fixed remuneration, meaning the base salary, shall be based on the individual employee’s area of responsibility, authority, competence, experience and performance. 

Variable remuneration

The allocation between base salary and variable remuneration shall be in proportion with the area of responsibility and authority of the executive. The variable remuneration shall always be pre-limited to a maximum amount and related to predetermined and measurable criteria, designed to contribute to the business strategy and long-term added value of the company.

The sustainability work is integrated in the company’s day-to-day operations. If the company’s principles for sustainability or ethical guidelines are not complied with, the company has the possibility to withhold any variable remuneration or reclaim already awarded remuneration. The annual variable remuneration is designed to promote the company’s strategy to produce and offer products that can support in making health care more efficient in the long-term and to provide better health care for the people who need Getinge’s products. If the above-mentioned activities are performed in an efficient and sustainable way, one outcome is improved financial results and increased capital efficiency, which constitutes the foundation of the variable remuneration.

Annual variable remuneration

For Senior Executives, the annual variable remuneration (annual bonus) shall be capped at 70 % and, in specific cases, were the nature of the position, the competitive situation and the country of employment so require, capped at  90 % of the fixed annual base salary. The variable remuneration shall be based on objectives set by the Board of Directors. These objectives are related to (i) earnings, (ii) organic growth, (iii) working capital and cash flow. In order to promote the interest of the shareholders’, the company’s values and collectively strive to achieve the business strategy, long-term interests and sustainable development of the company, all members of the group management have the same targets for annual variable remuneration.

Variable long-term cash bonus (LTI-bonus)

In addition to base salary and annual variable remuneration as described above, Senior Executives can obtain a variable long-term bonus (LTI-bonus), which rewards clear, measurable performance targets and is conditioned by continued employment at the end of the vesting period for the LTI-bonus (with some customary exceptions). The criteria for payment of the LTI- bonus shall be constructed to promote the long-term interests and sustainable development of Getinge by a clear connection to the business strategy. The criteria for the LTI-bonus is connected to earnings per share, adjusted in accordance with any acquisitions, divestments, restructuring costs and/or other material non-recurrent items. By connecting the performance target to the shareholders’ objective, a common interest to promote Getinge’s business strategy, long-term interests and value creation is created.

The vesting period for the LTI-bonus shall be not less than three financial years. The payment of LTI-bonus in a program shall, during a three-year period, be capped to an amount corresponding to one year’s base salary. A new LTI-bonus program can be set up every year with a duration period of three years. Senior Executives of the group management shall invest not less than 50 % of the received LTI-bonus (net, after taxes paid) in Getinge shares, until the Senior Executive’s own total holdings of shares correspond to one year’s salary (gross). The Senior Executive shall keep these shares for at least three years.

Determination of result for variable remuneration, etc.

When the measuring period for achievement of the criteria for payment of the variable remuneration has expired, the Board of Directors shall, based on proposal by the Remuneration Committee, establish to which extent the criterias’ are achieved. In their assessment on whether the criterias’ are achieved or not, the Board of Directors may, in accordance with proposal by the Remuneration Committee, allow exception from the established targets on the conditions set out in the below item 5. The assessment of achievement of the financial targets shall be based on the company’s most recent published financial information, with any adjustments predetermined by the Board of Directors when implementing the program. Variable cash payment can be awarded after the expiration of the measuring period (annual variable remuneration) or be subject to postponed payment (LTI-bonus).

Getinge is actively working to ensure that the company is managed in the most sustainable, responsible and efficient way possible, and that applicable legislations and regulations are complied with. Getinge also apply internal rules, including a code of conduct and different group- wide steering documents (policies, instructions and guidelines) within a range of different areas. Variable remuneration shall not be awarded, and variable remuneration can be reclaimed, if the Senior Executive has acted contrary to these rules, principles or the company’s code of conduct. Variable remuneration shall not be awarded if the earnings before tax is negative. The Board of Directors shall also have the possibility to, in accordance with legislation or agreement, in whole or partly, reclaim any variable wrongly awarded remuneration.

Other variable remuneration

Additional variable cash remuneration can be awarded in case of extraordinary circumstances, provided such extraordinary arrangements are only conducted for the purpose of recruiting or retaining executives. Such remuneration may not exceed an amount corresponding to 100% of the base salary and only be awarded once a year per individual. Resolution on such remuneration shall be made by the Board of Directors and based on a proposal by the Remuneration Committee. In addition to variable remuneration, resolutions on share- or share price related incentive programs, in accordance with the above, could from time to time be made.

Pension and health insurance (sw. sjukförsäkring)

The CEO has right to retire from the age of 62 and other Senior Executives has right to retire in accordance with applicable local regulations.

Pension contributions for the CEO shall amount to no more than 40% of the fixed base salary on a defined contribution basis. Variable cash remuneration shall not qualify for pension benefits.

Other Senior Executives shall be covered by ITP1 or ITP2 and the pension benefits shall be on a defined contribution basis. Variable cash remuneration shall not qualify for pension benefits in general, except where mandatory by collective bargaining agreement provisions applicable for the executive. In such case, this shall be considered when creating the total benefits package. Senior Executives covered by ITP2, with the option to choose ‘alternative ITP’ has, according to the ITP2-pension plan, benefits up to 7.5 income base amounts (sw. inkomstbasbelopp) (“IBB”) and health insurance covering a salary up to 30 IBB. On portions of the salary above the cap of the ITP2- plan of 30 IBB, there is a supplementary contribution of 30% of the pensionable salary.

In addition to the above, Senior Executives can be covered by an additional health income insurance (sw. sjukinkomstförsäkring) for portions of the salary over 30 IBB, premium relief insurance (sw. premiebefrielseförsäkring) and part-time pension premium, amounting to not more than 3% of the fixed base salary.

For employments governed by other than Swedish regulations, pension benefits and other benefits may be duly amended to comply with mandatory rules or established local regulations, taking into consideration, to the extent possible, the overall purpose of these guidelines.

Other benefits

Other benefits such as company car, additional medical insurance (sw. sjukvårdsförsäkring) and company health care (sw. företagshälsovård), may be provided to the extent this is considered to be in line with market terms for Senior Executives on similar positions on that local market. The total value of such benefits may not exceed 10% of the fixed base salary.

Conditions for termination

Senior Executives shall have a permanent employment. If the company terminates the employment, the notice period shall not exceed twelve months. Upon termination of employment, the total of the fixed salary during the notice period together with severance pay may not exceed an amount equivalent to two years fixed base salary for the CEO, and one year for other executives. If the executive terminates the employment, the notice period shall not exceed six months and be without any right to severance pay.

Senior Executives may be entitled to compensation for any competition restrictions after the termination of employment, however, only to the extent severance pay for the corresponding period is not awarded. The purpose of such compensation is to compensate the executive for any gap between the monthly base salary at the notice of termination and (lower) monthly income received, or that could be received, by a new employment, assignment or own business. The compensation can be awarded during the period of the competition restriction, however, not more than for 12 months after the termination of employment.

Salary and employment conditions for employees

When preparing the Board of Director’s proposal for these remuneration guidelines, salary and employment conditions for the company’s employees have been considered. This have been made by including information of the total income of the employees, the components of the remuneration and the increase and growth rate over time,  as part of the Remuneration Committee’s and the Board of Directors’ basis for decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The increase of the gap between the remuneration to Senior Executives and remuneration to other employees will be disclosed in the remuneration report.

4.                   The resolution process to determine, review and implement the guidelines

The Board of Directors has established a Remuneration Committee. The Committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for Senior Executive remuneration. These are reviewed annually and new proposals for guidelines shall be drafted by the Board at least every fourth year and presented to the Annual General Meeting for resolution. The guidelines shall be in force until new guidelines are adopted by the Annual General Meeting.

The Remuneration Committee shall also monitor and evaluate programs for variable remuneration to Senior Executives, the guidelines for remuneration to Senior Executives, as well as the current remuneration structures and compensation levels in the company, and provide recommendations to the Board of Directors in relation to remuneration to the CEO.  Regarding resolution on remuneration to other Senior Executives in accordance with the guidelines (other than the specifically regulated above) the CEO shall consult with the Remuneration Committee.

The CEO and other members of the group management do not participate in the Board of Directors’ processing of, and resolutions on, remuneration-related matters when such matters concerns them.

The Board of Directors shall annually draw up a remuneration report that shall be presented to the Annual General Meeting for approval.

5.         Deviations from the guidelines

The Board of Directors may temporarily resolve to deviate from the guidelines, entirely or partly, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the company’s long-term interests, a sustainable development of the company or to ensure the company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to deviate from the guidelines.

6.                   Description of material changes of the guidelines and how the shareholders’ opinions are considered

No material amendments have been made to the guidelines for remuneration to Senior Executives. In relation to the guidelines for remuneration to Senior Executives adopted on the Annual General Meeting 2020, the validity of the guidelines have been amended to correspond with applicable regulations entailing that the Board of Directors shall draft a proposal for new guidelines every fourth year and not every year as earlier stated.

No remarks on the remuneration guidelines have emerged.

7.         Other

The guidelines entail a level of remuneration, which in principle is equivalent to the remuneration for the financial year 2020.

Information regarding remuneration, etc. to Senior Executives during the financial year 2020 is set out in note 29 of the Annual Report 2020, including any previously resolved remuneration that has not yet been due for payment, and in the remuneration report.


The Board of Directors and the CEO shall at the AGM, if any shareholder so requests and the Board of Directors 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, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial position and the company’s relation to other companies within the group. Shareholders that participates digitally in the AGM will have the possibility to put forward questions at the AGM via a chat function. Shareholders can also submit questions in advance by post to Getinge AB (publ), Att: Bolagsstämmoärenden, Box 8861, 402 72 Gothenburg, Sweden or by email to


Financial statements and Auditor’s Report, Sustainability Report, Corporate Governance Report and the Board of Director´s report on remuneration pursuant to Chapter 8 section 53 a the Swedish Companies Act (the Remuneration Report) will be available on at the company and on the company’s website in connection with the publishing of the company’s Annual Report on Tuesday 30 March 2021. The statement by the Board of Directors’ pursuant to Chapter 18 section 4 (item 11) and the Auditors statement pursuant to Chapter 8 section 54 the Swedish Companies Act regarding guidelines for remuneration to Senior Executives will be available on at the company and on the company’s website,, no later than 30 March 2021. Complete versions of all other proposals are available under each item in this notice.

The Nomination Committee’s complete proposal, information concerning proposed members, reasoned statement on the proposed Board of Directors, and report on the work of the Nomination Committee are available on the company’s website.

The documents are considered presented by the keeping of the documents at the company and available on the company’s website. The above documents will, as from the date they are available, be sent to shareholders, who have stated their address, upon request.

The AGM shareledger will be keep available at the company’s headquarters.

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.


For information about the processing of your personal data, see


Gothenburg in March 2021

The Board of Directors of Getinge AB (publ)


For more information, please contact:

Lars Mattsson
Head of Investor Relations
Telephone: +46 10-335 00 43

For matters relating to notice to attend, proxy, voting etc.

Maria Dahlqvist
Senior Legal Counsel, Head of Corporate Legal
Telephone: +46 10 335 00 09

About Getinge
With a firm belief that every person and community should have access to the best possible care, Getinge provides hospitals and life science institutions with products and solutions aiming to improve clinical results and optimize workflows. The offering includes products and solutions for intensive care, cardiovascular procedures, operating rooms, sterile reprocessing and life science. Getinge employs over 10,000 people worldwide and the products are sold in more than 135 countries.