Annual General Meeting of Getinge AB (publ)
At the Annual General Meeting of Getinge AB held on 17 April 2008 the following was resolved. Election of Board of Directors and auditors
Carl Bennet was re-elected Chairman of the Board of Directors, Johan Bygge, Rolf Ekedahl, Carola Lemne, Johan Malmquist, Margareta Norell Bergendal and Johan Stern were re-elected Board members.
Öhrlings PriceWaterhouseCoopers AB was elected as the Company’s auditor, with Magnus Willfors as principal auditor and Johan Rippe as co-auditor.
Fees to the Board of Directors and auditors
It was resolved that remuneration to the Board of Directors shall amount to a total of SEK 2,800,000, of which SEK 800,000 will be paid to the Chairman and SEK 400,000 each to the other Board members elected by the Meeting who are not employees of the Group. In addition hereto, the Meeting resolved that remuneration totalling SEK 475,000 will be paid for the work of the Audit Committee, of which SEK 175,000 to the Chairman and SEK 100,000 each to the other members, while a total of SEK 250,000 will be paid for the work of the Remuneration Committee, of which SEK 100,000 will be paid to the Chairman and SEK 75,000 each to the other members.
The auditor’s fee shall be payable in accordance with approved account.
According to the proposal of the Board of Directors and the CEO, the Annual General Meeting resolved to declare a dividend of SEK 2.40 per share. Tuesday, 22 April 2008 was determined as record date for dividend.
The Board’s Proposal regarding Guidelines for Remuneration to Senior Executives
The Annual General Meeting approved the proposal of the Board regarding 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.
Call Option Program
The Annual General Meeting approved the proposal of the Board regarding a call option program for 2008, which means that the company shall issue and distribute not more than 625,000 call options to certain senior executives in Sweden and Germany. The call options shall be acquired at market rate (premium) amounting to 10 % of the average of the last closing rate of Getinge’s series B share over ten trading days beginning 23 April 2008. The price per share to be paid by the option holders to acquire a share when exercising a call option (exercise price) shall correspond to the market price that results from the established premium and calculation in accordance with the customary valuation model (Black & Scholes).
The provision of shares in accordance with the call option program is guaranteed by the principal shareholder Carl Bennet AB. As remuneration for this guarantee Carl Bennet AB will receive an amount that corresponds to the premium that Getinge receives from the option holders. The call options carry entitlement to acquisition of existing shares and, accordingly, do not result in dilution for the company’s shareholders.
The Board is considering encouraging participation in the incentive program through the promise of a cash bonus to be paid a month prior to the maturity of the options. The bonus will only be paid provided that the participant remains an employee of Getinge Group. The cash bonus can amount to a maximum of 50 % of the paid premium.
Approval of Management Buy-Out
According to the proposal of the Board of Directors, the Annual General Meeting resolved to approve the transfer of all shares in Renray Healthcare Limited from Huntleigh Renray Limited, an indirectly wholly owned subsidiary, to Renray Holdings Limited. The Buyer is owned by Graham Silman, Jacqueline Dearden and Jannson Cartman, who are managers in Renray Healthcare Limited. The transaction was effected as of 15 January 2008 and the compensation amounted to ₤ 1.
For further information, please contact:
Johan Malmquist, President or Ulf Grunander, CFO
Getinge 17th April 2008