Getinge

AGM Information • Mar 20, 2009

NOTICE OF ANNUAL GENERAL MEETING

The shareholders of Getinge AB (publ) are hereby invited to attend the Annual General Meeting to be held on Tuesday 21 April 2009 at 4.00 p.m., in Kongresshallen, Hotel Tylösand, Halmstad.

RIGHT TO ATTEND

Shareholders who wish to attend the Annual General Meeting must:

• be recorded in the share register kept by Euroclear Sweden AB (the Swedish central securities depository, formerly VPC AB), on Wednesday 15 April 2009, and
• notify the company of their intention to attend the Meeting by Wednesday 15 April 2009 at 1.00 p.m.

In order to participate in the Meeting, shareholders with nominee-registered shares should request their bank or broker to have the shares temporarily owner-registered with Euroclear Sweden AB by 15 April 2009. Shareholders therefore 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, "AGM", P.O. Box 7841, SE-103 98 Stockholm, Sweden, or by telephone +46 35 259 08 18, or on our website www.getingegroup.com. The notice of attendance shall state name, personal identity number (corporate identity number), shareholding, telephone number and name of advisor, if any. An entrance card to be shown when registering for the Meeting will be sent in confirmation of the notice of attendance. Shareholders represented by proxy must issue a document authorising the proxy to act on the shareholder's behalf. Such proxy should be submitted to the company before the Meeting. A proxy form pursuant to the provisions in Chapter 7, Section 54 a of the Swedish Companies Act is available at the company and on the company's website. Representatives of a legal entity shall present a copy of the certificate of registration or similar papers of authorisation.

PROPOSAL FOR AGENDA

• 1. Opening of the Meeting
• 1. Election of Chairman of the Meeting
• 1. Preparation and approval of the voting list
• 1. Approval of the agenda
• 1. Election of two persons to approve the minutes
• 1. Determination of compliance with the rules of convocation
• 1. Presentation of
• (a) the Annual Report and the Auditor's Report
• (b) the Consolidated Accounts and the Group Auditor's Report
• (c) the statement by the auditor on the compliance of the guidelines for remuneration to senior executives applicable since the last AGM
• (d) the Board's proposal for appropriation of the company's profit and the Board's motivated statement thereon, and in connection hereto, an account for the work of Board of Directors including the work and functions of the Remuneration Committee and the Audit Committee
• 1. The Managing Director's report
• 1. Resolution regarding adoption of the Statement of Income and the Balance Sheet as well as the Consolidated Profit and Loss Account and the Consolidated Balance Sheet
• 1. Resolution regarding dispositions in respect of the Company's profit according to the adopted Balance Sheet and determination of record date for dividend
• 1. Resolution regarding discharge from liability of the Board of Directors and the Managing Director
• 1. Establishment of the number of Board members
• 1. Establishment of fees to the Board of Directors (including fees for work in Committees)
• 1. Election of the Board of Directors
• 1. Resolution regarding Guidelines for Remuneration to Senior Executives
• 1. Closing of the Meeting

THE PROPOSAL OF THE NOMINATION COMMITTEE (item 2 and 12-14)

At the Annual General Meeting in 2005, the principles for a Nomination Committee was established, comprising of the Chairman of the Board, representatives of each of the company's five largest shareholders per 31 August each year and one representative of the smaller shareholders. The Nomination Committee in respect of the AGM 2009 consists of Carl Bennet (Chairman of the Committee; Carl Bennet AB), Marianne Nilsson (Swedbank Robur AB), Bo Selling (Alecta), Annika Andersson (Fjärde AP-fonden), Anders Oscarsson (SEB Wealth Management) and Olle Törnblom, as the representative of the smaller shareholders. The Nomination Committee has proposed the following:

Chairman of the AGM: The Chairman of the Board, Carl Bennet, shall be elected chairman of the meeting.

Board of Directors: The number of Board members shall remain unchanged at seven without deputy members. Re-election of Carl Bennet as Chairman of the Board. Johan Bygge, Rolf Ekedahl, Carola Lemne, Johan Malmquist, Margareta Norell Bergendahl and Johan Stern shall be re-elected as Board members.

Board and committee fees: Board fees, excluding remuneration for committee work, will be paid in a total of SEK 2,975,000, of which SEK 850,000 to the Chairman and SEK 425,000 each to the other Board members elected by the Meeting who are not employees of the Group. Remuneration totalling SEK 500,000 will be paid for the work in the Audit Committee, of which SEK 200,000 to the Chairman and SEK 100,000 each to the other members. For work in the Remuneration Committee a total of SEK 250,000 will be paid, of which SEK 100,000 to the Chairman and SEK 75,000 each to the other members.

DIVIDEND (item 10)

The Board of Directors and the Managing Director have proposed that a dividend of SEK 2.40 per share be declared. As record date for the dividend the Board proposes Friday 24 April 2009. If the AGM so resolves, the dividend is expected to be distributed by Euroclear Sweden AB starting Wednesday 29 April 2009.

THE BOARD'S PROPOSAL REGARDING GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES (item 15)

The Board proposes that the AGM resolves upon guidelines for remuneration to senior executives. The proposal principally implies the following. Remuneration and other terms and conditions of employment for senior executives shall be based on market conditions and be competitive in all markets where Getinge is active to ensure that competent and proficient employees can be attracted, motivated and retained. The total remuneration to senior executives shall comprise basic salary, variable remuneration, pensions and other benefits. The variable remuneration shall be restricted and based on predetermined targets. In addition to variable remuneration, approved share or share-related incentive programs may occasionally be instituted. The Board shall retain the right to deviate from the guidelines if motivated by particular reasons on an individual basis.

DOCUMENTS, ETC.

The accounting material and the Auditor's Report and other documents pursuant to item 7, the Board of Directors' reasoned statement under item 10 and the complete proposal for the resolution under item 15 will be available at the company and on the company's website, www.getingegroup.com, as from Tuesday 7 April 2009 at the latest, and will be sent to shareholders on request. Copies will also be available at the Meeting.

The total number of shares in the company amounts to 238,323,377; 15,940,050 shares of Series A and 222,383,327 shares of Series B, corresponding to in total 381,783,827 votes.

Getinge in March 2009

Getinge AB (publ) The Board of Directors