AGM Information • Mar 15, 2024
AGM Information
Open in ViewerOpens in native device viewer

Gothenburg, Sweden on March 15, 2024
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/annualgeneral-meeting-2024/.
Shareholders who wish to attend the AGM in person must:
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
Getinge AB (publ) Box 8861 405 31 Gothenburg Sweden
Phone: +46 (0)10-335 00 00 Email: [email protected]
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:
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.
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/annualgeneral-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.
Phone: +46 (0)10-335 00 00 Email: [email protected]
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):
Postal voting by using the postal voting form can be made by:
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.
Getinge AB (publ) Box 8861 405 31 Gothenburg Sweden
Phone: +46 (0)10-335 00 00 Email: [email protected] Page 3 of 7
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, reelection 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/generalmeetings/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 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.
Phone: +46 (0)10-335 00 00 Email: [email protected]
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.
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.
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/generalmeetings/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.
Getinge AB (publ) Box 8861 405 31 Gothenburg Sweden
Phone: +46 (0)10-335 00 00 Email: [email protected] Page 6 of 7
For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
———————————— Gothenburg in March 2024
For more information, please contact:
Lars Mattsson, Head of Investor Relations Phone: +46(0)10 335 0043 E-mail: [email protected]
Maria Dahlqvist, Senior Legal Counsel, Head of Corporate Legal Telephone: +46(0)10 335 00 09 E-mail: [email protected]
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.
Getinge AB (publ) Box 8861 405 31 Gothenburg Sweden
Phone: +46 (0)10-335 00 00 Email: [email protected] Page 7 of 7
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.