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Annual General Meeting 2021

Annual General Meeting in Getinge AB (publ), corporate ID No. 556408-5032, to be held on Tuesday 20 April 2021 at 3.00 p.m. CEST.

The AGM will be held virtually through electric connection with the shareholders, with the opportunity for the shareholders to also vote by post. These measures are taken to protect the health of our shareholders and in best way possible help limit the rate of infection of COVID-19.

The Annual Report (incl. Sustainability Report, Corporate Governance Report and Remuneration report) is available here.

 

MEASURES DUE TO COVID-19

Getinge safeguards the health of its shareholders and strives to contribute in the work of limiting the spread of the corona virus and comply with the authorities’ regulations and advice on avoiding public gatherings.

By virtue of the temporary law intended to facilitate the conduction of shareholders- and association members meetings, the Getinge Board of Directors has decided to take certain precautions in connection with the AGM. These precautions entail that the participants may only attend the AGM remotely via computer or other internet-connected device or by postal voting as further described below.

Further information regarding remote participation and postal voting is also available on the company’s website, www.getinge.com.

RIGHT TO ATTEND AND NOTICE OF ATTENDING

Shareholders who wish to attend the AGM digitally must:

  • be recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository), on Monday 12 April 2021, and
  • notify the company of their intention to attend the AGM by Wednesday 14 April 2021, preferably before 4.00 p.m. CEST:
  • by post to the address Getinge AB (publ), ”Årsstämma 2021”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm,
  • by telephone +46 10-335 08 18 (weekdays kl. 09.00 a.m. – 4.00 p.m. CEST), or
  • via online registration

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). In accordance with previous years, the shareholders will receive their participation card. The participation card will contain instructions regarding how the shareholder can log in and attend the AGM digitally (see below ”Digital attendance” for further information).

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 Monday 12 April 2021, and
  • no later than Monday 19 April 2021, 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 this day.

In order to attend the AGM, shareholders with nominee-registered shares should, in addition to give notice of attendance digitally or by postal vote, ensure that the shares are owner-registered for the shareholders name to be listed in the shareledger on Monday 12 April 2021. Such registration can be temporary (so-called voting right registration) and you request the nominee for temporary owner registration in accordance with the nominee’s routines within the time the nominee decides. Owner-registration completed by the nominee no later than Wednesday 14 April 2021 will be considered when the shareledger is produced.

PROXYS, etc.

Shareholders participation digitally 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 digitally represented by proxy should submit a power of attorney in original to Getinge AB (publ), ”Årsstämma 2021”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. Power of attorney for shareholders attending by postal-voting represented by proxy, shall be attached to the postal-voting form. A proxy form is available at the company and here. Representatives of a legal entity shall attach a certified copy of the certificate of registration or similar document of authorization.

DIGITAL ATTENDANCE

The process of digital participation is administered by Euroclear Sweden AB and its subcontractor Lumi. To enable the AGM to be held digitally the Board of Directors has by virtue of the temporary law applicable during 2021 decided that also non-shareholders shall be able to attend the negotiations of the AGM.

Login details and further instructions regarding the digital participation are available in the instruction sent together with the participation card to the shareholders and proxies who have given notice of their digital attendance in the AGM as instructed above. Instructions are also available here. The participation cards will, on a current basis, be sent out by post to the shareholders and proxies who have given notice of attending the AGM digitally (and submitted any required authorization documents). When giving notice of attendance on registration site, shareholders who are natural persons can also choose to receive their participation cards by email, verify him/her self by BankID and registrar an email address.

To attend the AGM digitally the participants shall enter Lumi’s AGM-website https://web.lumiagm.com via a browser or the Lumi AGM app (”Lumi AGM” available on Apple App Store or Google Play Store) and enter the meeting ID 185-289-338 and the unique user ID and pin code available on the participation card. Login can be made as from 2.30 p.m. CEST on the day for the AGM and no later than 3.00 p.m. CEST.

To attend and vote digitally the participant needs to ensure that the participant has a functioning internet connection during the entire AGM. Getinge has thoroughly prepared to enable digital attendance and digital voting. It can, however, still not be ruled out that any technical complication causes functional to failure. Shareholder who want to ensure to be able to vote can therefore choose to vote by post before the AGM (see ” Pre-voting by postal-voting” below). Shareholder who has given notice of digital attendance can always exercise voting rights by postal vote in addition to attending the digital AGM. The postal vote will be valid unless the shareholder chooses to participate in the digital voting during the AGM, whereby the digital vote will prevail the postal vote submitted before the AGM on the specific item for resolution.

PRE-VOTING BY POSTAL-VOTING

The shareholders may exercise their rights to vote by postal voting before the AGM. For postal voting, a specific form is used. The form is available here. Postal voting only do not require any separate notice of attendance for the AGM.

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, , 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 here 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 (see ”Proxys, etc.” above).

The completed form shall be received by Getinge via Euroclear Sweden no later than Monday 19 April 2021. Electronic postal voting has to be made within the same time.

The shareholder may not provide the postal vote form with any specific instructions or conditions. If made, the vote 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. Election of person(s) to approve the minutes
  4. Preparation and approval of the voting list
  5. Approval of the agenda
  6. Determination of compliance with the rules of convocation
  7. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Accounts and the Group Auditor’s Report
  8. Presentation of work conducted by the Board of Directors and the by the Board appointed remuneration committee’s and audit committee’s work and purpose
  9. Presentation by the CEO
  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
  1. Establishment of fees to
    (a) the Board of Directors (including fees for work in Committees), and
    (b) the auditor(s)
  2. 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 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) new election of Kristian Samuelsson; and
    (k) re-election of Johan Malmquist as Chairman of the Board
  3. Election of auditor(s)
  4. Resolution regarding approval of remuneration report
  5. Resolution regarding guidelines for remuneration to Senior Executives
  6. 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.