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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 Friday 26 June 2020 at 11.00 a.m. CEST, at Lindholmen Conference Center, Lindholmspiren 5 in Gothenburg. Entrance registration starts at 10.30 a.m.CEST.

For presentation of proposed board members see: https://www.getinge.com/int/about-us/corporate-governance/board-of-directors/

To download Annual Report 2019: 
https://www.getinge.com/dam/corporate/documents/investors/annual-reports/english/getinge_-_annual_report_2019-en-global.pdf

SPECIFIC MEASURES DUE TO THE NEW CORONA VIRUS

Getinge safeguards the health of its shareholders and strives to contribute in the work of limiting the spread of the new corona virus in the best possible way.

The Getinge Board of Directors has decided to take certain precautions in connection with the AGM. The AGM will be conducted in simpler form than prior years and be shortened, however, without limiting in the rights of the shareholders. Among other things, the following precautions in connection with the AGM will be taken:

  • pre-voting (postal voting) will be offered to the shareholders;

  • no meals nor refreshments will be served at the AGM;

  • the number of present Board members, members of Group Management and other employees will be severely limited, and their participation may be limited to video link or telephone. Further, the number of present non-shareholders will be limited.

  • no or only very short statements will be left at the AGM. The CEO’s speech will be published and available on Getinge’s website, getinge.com;

  • any questions from shareholders will be limited to the items in the agenda.

Getinge monitor the effects of the Corona virus outbreak closely and might, with short notice, have to leave updated information via the website, www.getinge.com.

Getinge urge the shareholders to general caution, to comply with the authorities' recommendations and to take responsibility for preventing the spread of the virus. Getinge emphasizes the importance of that all shareholders consider the possibility to not participate in person at the AGM, and taking advantage of the opportunity to pre-vote or to participate via a representative instead of attending in person (kindly see the below sections “Proxys, etc.” and “Pre-voting” for further information regarding this).

RIGHT TO ATTEND

Shareholders who wish to attend the AGM must:

  • be recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository), on Friday 19 June 2020, and

  • notify the company of their intention to attend the AGM by Monday 22 June 2020, preferably before 4.00 p.m. CEST.

In order to participate in the AGM, shareholders with nominee-registered shares should request their bank or broker to have the shares temporarily owner-registered with Euroclear Sweden AB. As Friday 19 June 2020 is Swedish Midsummer Eve, such registration has to be recorded on Thursday 18 June 2020. Therefore, shareholders are requested to notify their nominees in due time before the said date.

NOTICE OF ATTENDANCE

Notice of attendance at the AGM shall be made:

  • in writing to Getinge AB (publ), “AGM”, P.O. Box 191, SE-101 23 Stockholm, Sweden,

  • by telephone +46 10 335 08 18 (weekdays 09.00 – 16.00 CET), or

  • on the company’s website, 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 AGM will be sent in confirmation of the notice of attendance.

Shareholders who wish to exercise the opportunity to postal voting shall still give notice of attendance in accordance with the above.

PROXYS, etc.

Shareholders 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 represented by proxy should submit a power of attorney in original to the company on the address set out above in due time before the AGM. 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 certified copy of the certificate of registration or similar document of authorisation.

PRE-VOTING BY POSTAL-VOTING

The Getinge Board of Directors has, by virtue of writing in the Articles of Association, decided that the shareholders should be able to exercise their right to vote by postal voting before the AGM.

A shareholder who wish to exercise its voting rights by postal voting shall also give a separate notice to attend the meeting. This also apply if postal voting is made by digital voting (see below for further information). For postal voting, a specific form is used. The form is available on the company’s website www.getinge.com

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, (mark the envelope with ”Postal voting AGM 2020”), or

  • submitting a scanned copy of the completed and signed form by email to GeneralMeetingServices@euroclear.eu (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 www.getinge.com and https://anmalan.vpc.se/EuroclearProxy/.

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.

The completed form shall be received by Getinge no later than Wednesday the 24 June 2020. Digital postal voting has to be made within the same period.

The shareholder cannot provide the pre-vote with any specific instructions or conditions. If so is made, the vote will be considered invalid. Further instructions and conditions is 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 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 distribution of the company’s profit and the Board’s reasoned statement thereon
  8. Resolution regarding adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet

  9. Resolution regarding dispositions in respect of the company’s profit according to the adopted Balance Sheet and determination of record date for dividend

  10. Resolution regarding discharge from liability for the Board of Directors and the CEO

  11. Establishment of

    (a) the number of Board members and deputy members
    (b) the number of auditors and deputy auditors
  12. Establishment of fees to

    (a) the Board of Directors (including fees for work in Committees), and
    (b) the auditor(s)
  13. Election of the 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 Barbro Fridén;
    (e) re-election of Dan Frohm;
    (f) re-election of Sofia Hasselberg;
    (g) re-election of Johan Malmquist;
    (h) re-election of Mattias Perjos;
    (i) re-election of Malin Persson;
    (j) re-election of Johan Stern; and
    (k) re-election of Johan Malmquist as Chairman of the Board
  14. Election of auditor(s)

  15. Resolution regarding instructions for the Nomination Committee

  16. Resolution regarding guidelines for remuneration to Senior Executives

  17. Resolution regarding amendment of the Articles of Association

  18. Closing of the Meeting

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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