Documents for Annual General Meeting
At the Annual General Meeting of Getinge AB (publ) held on 26 April 2022, the following was resolved.
The AGM adopted the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet for the financial year 2021.
In accordance with the proposal by the Board of Directors and the CEO, the AGM resolved to declare a dividend of SEK 4.00 per share. Thursday 28 April 2022 was determined as record date for dividend. The dividend is expected to be distributed by Euroclear Sweden AB starting Tuesday 3 May 2022.
The Board members and the CEO were discharged from liability for their administration of the company for the financial year 2021.
In accordance with the proposal by the Nomination Committee, Carl Bennet, Johan Bygge, Cecilia Daun Wennborg, Barbro Fridén, Dan Frohm, Johan Malmquist, Mattias Perjos, Malin Persson and Kristian Samuelsson were re-elected as members of the Board. The previous member of the Board, Sofia Hasselberg, had declined re-election.
Johan Malmquist was re-elected as Chairman of the Board.
It was recorded that Peter Jörmalm and Fredrik Brattbord had been appointed as board members by the employee organizations, with Åke Larsson and Pontus Käll as deputies.
It was resolved that remuneration to the Board of Directors shall amount to a total of SEK 6,075,000 of which SEK 1,525,000 to the Chairman and SEK 650,000 to each of the other Board members elected by the AGM who are not employees of the Getinge group of companies. In addition hereto, the AGM resolved that work in the Audit and Risk Committee shall be compensated with SEK 290,000 to the Chairman and SEK 142,000 to each of the other members, while work in the Remuneration Committee shall be compensated with SEK 145,000 to the Chairman and SEK 105,000 to each of the other members.
In accordance with the proposal by the Nomination Committee, the AGM resolved to re-elect the registered auditing company Öhrlings PricewaterhouseCoopers AB as auditor of the company for a term of one year. Öhrlings PricewaterhouseCoopers AB has informed that Peter Nyllinge will be the auditor in charge. It was resolved that auditor fees shall be paid in accordance with approved invoices.
The AGM resolved to approve the Board’s report over remunerations in accordance with the Chapter 8 section 53 a, the Swedish Companies Act, regarding the financial year 2021.
The AGM resolved to approve the Board of Directors proposal regarding guidelines for remuneration to senior executives. The guidelines are in principle equivalent to the guidelines resolved by the AGM 2021, save for that (i) the targets for annual variable remuneration have been supplemented with a sustainability target, (ii) the measurement period for the LTI-bonus covers adjusted earnings per share during a three-year period, and (iii) the payment of variable remuneration to the CEO during one year has been limited to a maximum of one year’s salary. The guidelines cover the individuals who, during the validity period of the guidelines, are included in the group management of Getinge AB (publ).
The guidelines shall be applicable on remuneration agreed, and amendments in remunerations already agreed, after the adoption of the guidelines by the AGM 2022. The guidelines do not apply on any remuneration decided on by the General Meeting.
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. The remuneration committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters, which include any resolutions to derogate from the guidelines.
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