NOTICE OF ANNUAL GENERAL MEETING IN GETINGE AB (PUBL)
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 Monday, April 22, 2024 at 3.00 p.m. CEST, in Kongresshallen, Hotel Tylösand, Halmstad, Sweden. Entrance registration starts at 2.00 p.m. CEST. A lighter snack will be served after the AGM.
The Board of Directors of Getinge has decided to allow the shareholders to also attend the AGM by postal voting in accordance with the regulations in Getinge’s Articles of Association as further described below.
Further information regarding postal voting is also available on the company’s website, https://www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2024/.
RIGHT TO ATTEND AND NOTICE OF ATTENDANCE
Shareholders who wish to attend the AGM in person must:
- be recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository), on Friday, April 12, 2024, and
- notify the company of their intention to attend the AGM by Tuesday, April 16, 2024, preferably before 4.00 p.m. CEST:
- by post to the address Getinge AB (publ), “Årsstämma 2024”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden
- by telephone +46 10-335 08 18 (weekdays between 9.00 a.m. – 4.00 p.m. CEST), or
- via the company’s website, https://www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2024/
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). Shareholders who have notified their attendance and wish to attend the AGM in person must show valid identification at the entrance of the meeting venue.
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 Friday, April 12, 2024, and
- no later than Tuesday, April 16, 2024, preferably before 4.00 p.m. CEST, 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 no later than that day.
NOMINEE-REGISTERED SHARES
In order to attend the AGM, shareholders with nominee-registered shares should, in addition to give notice of attendance in person or by postal vote, ensure that the shares are owner-registered in the shareholders name to be listed in the share register on Friday, April 12, 2024. Such registration can be temporary (so-called voting right registration), and request for such voting right registration shall be made to the nominee in accordance with the nominee’s routines within the time the nominee decides. Owner-registration completed by the nominee no later than Tuesday, April 16, 2024 will be considered when the share register is produced.
PROXYS, ETC.
Shareholders participating in person 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 in person represented by proxy should submit a power of attorney in original by post to Getinge AB (publ), “Årsstämma 2024”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden in due time before the AGM.
Power of attorney for shareholders attending by postal voting represented by proxy, shall be attached to the postal voting form by post or by e-mail if postal voting is made by sending the postal voting form or be attached to the digital postal vote if postal voting is made via Euroclear Sweden’s portal.
A proxy form is available at the company and on the company’s website, https://www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2024/.
Representatives of a legal entity shall attach a certified copy of the certificate of registration or similar document of authorization and provide this in the same way as the proxy is provided.
ADVANCE VOTING BY POSTAL VOTING
The shareholders may exercise their rights to vote by postal voting before the AGM. Postal voting only does not require any separate notice of attendance for the AGM.
Postal voting can be made in two ways (either in accordance with alternative 1 or 2 below):
1. by completing and submitting a specific postal voting form (for postal voting and serving as notification of attendance). The postal voting form is available on the company’s website, https://www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2024/.
Postal voting by using the postal voting form can be made by:
- submitting the original of the completed and signed postal voting form to Getinge AB (publ), “Årsstämma 2024”, c/o Euroclear Sweden AB, P.O. Box 191, 101 23 Stockholm, Sweden, or
- submitting a scanned copy of the completed and signed postal voting form by email to GeneralMeetingServices@euroclear.com (type in “Getinge AB – Postal voting” in the subject matter box).
2. by giving notification of attendance and submitting its postal vote digitally through BankID verification via the link that is available on the company’s website https://www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2024/ and https://anmalan.vpc.se/EuroclearProxy/.
If the shareholder is a legal entity, a certificate of registration or corresponding authorization document shall be enclosed to the postal voting form and if the shareholder is represented by proxy, a power of attorney shall be enclosed to the postal voting form/digital postal vote in accordance with what is described under the heading “Proxys, etc.” above).
The completed postal voting form shall be received by Getinge via Euroclear Sweden no later than Tuesday, April 16, 2024. Electronic postal voting has to be made within the same time.
The shareholder may not provide the postal voting form with any specific instructions or conditions. If made, the vote (in its entirety) will be deemed invalid. Further instructions and conditions are stated in the postal voting form.
PROPOSAL FOR AGENDA
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of person(s) to approve the minutes
6. Determination of compliance with the rules of convocation
7. Presentation by the CEO
8. Presentation of work conducted by the Board of Directors and by the Board appointed Remuneration Committee’s, Audit and Risk Committee’s and Ethics and Sustainability Committee’s work and functions
9. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Accounts and the Group Auditor’s Report
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
(a) re-election of Carl Bennet;
(b) re-election of Johan Bygge;
(c) re-election of Cecilia Daun Wennborg;
(d) re-election of Dan Frohm;
(e) re-election of Johan Malmquist;
(f) re-election of Mattias Perjos;
(g) re-election of Malin Persson;
(h) re-election of Kristian Samuelsson; and
(i) re-election of Johan Malmquist as Chairman of the Board
16. Election of auditor(s)
17. Resolution regarding approval of remuneration report
18. Closing of the Meeting
PROPOSALS BY THE NOMINATION COMMITTEE (item 2 and 13-16)
The Nomination Committee in respect of the 2024 AGM has comprised the Chairman of the Board Johan Malmquist, the Chairman of the Nomination Committee Carl Bennet (Carl Bennet AB), Jannis Kitsakis (Fjärde AP-fonden), Dick Bergqvist (AMF Pension & Fonder) and Marianne Nilsson (Swedbank Robur).
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)-(i)): The number of Board members elected by the General Meeting shall be eight without deputy members. As Board members, re-election shall be made of Carl Bennet, Johan Bygge, Cecilia Daun Wennborg, Dan Frohm, Johan Malmquist, Mattias Perjos, Malin Persson and Kristian Samuelsson. Barbro Fridén has declined re-election. Johan Malmquist shall be re-elected as Chairman of the Board.
Information concerning all members proposed for re-election is available in the proposal for resolution and motivated statement by the Nomination Committee on the company’s website, https://www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2024/.
Board and committee fees (item 14 (a)): Board fees, excluding remuneration for Committee work, shall be paid in a total of SEK 5,867,400 (SEK 6,287,625) of which, SEK 1,649,400 (SEK 1,578,375) to the Chairman, and SEK 703,000 (SEK 672,750) to each of the other Board members elected by the General Meeting who are not employees of the Group. Work in the Audit and Risk Committee shall be compensated with SEK 313,700 (SEK 300,150) to the Chairman and SEK 153,600 (SEK 146,970) to each of the other members. Work in the Remuneration Committee shall be compensated with SEK 156,800 (SEK 150,075) to the Chairman and SEK 113,600 (SEK 108,675) to each of the other members. Work in the Ethics and Sustainability Committee shall be compensated with SEK 156,800 (SEK 150,075) to the Chairman and SEK 113,600 (SEK 108,675) 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 2025 AGM, in accordance with the recommendation of the Audit and Risk 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 BOARD OF DIRECTORS’ PROPOSALS FOR RESOLUTION
DISPOSITION AND RECORD DATE FOR DIVIDEND (item 11)
The Board and the CEO have proposed that a dividend of SEK 4.40 per share shall be declared. As record date for the dividend, the Board proposes Wednesday, April 24, 2024. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting Monday, April 29, 2024.
APPROVAL OF THE REMUNERATION REPORT (item 17)
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 of the Swedish Companies Act for the financial year 2023.
QUESTIONS AND SHAREHOLDERS’ RIGHT TO INFORMATION
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.
DOCUMENTS AND OTHER INFORMATION
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 of the Swedish Companies Act (the Remuneration Report) will be available at the company and on the company’s website in connection with the publishing of the company’s Annual Report on Wednesday, March 27, 2024. The statement by the Board of Directors’ on the proposed distribution of dividend (item 11) and the Auditors statement pursuant to Chapter 8 section 54 of the Swedish Companies Act regarding guidelines for remuneration to Senior Executives will be available at the company and on the company’s website, https://www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2024/, no later than on Monday, April 1, 2024. 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 above documents will, as from the date they are available, be sent to shareholders, who have stated their address, upon request. Copies will also be available at the AGM.
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.
PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Gothenburg in March 2024
The Board of Directors of Getinge AB (publ)
For more information, please contact:
Lars Mattsson, Head of Investor Relations
Phone: +46(0)10 335 0043
E-mail: lars.mattsson@getinge.com
For matters relating to notice to attend, proxy, voting etc., please contact:
Maria Dahlqvist, Senior Legal Counsel, Head of Corporate Legal
Telephone: +46(0)10 335 00 09
E-mail: maria.dahlqvist@getinge.com
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 that aim 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 approximately 12,000 people worldwide and the products are sold in more than 135 countries.