Annual General Meeting of Getinge AB (publ)
At the Annual General Meeting of Getinge AB held on 19 April 2007 the following was resolved.
Election of Board of Directors
Carl Bennet was re-elected Chairman of the Board of Directors, Rolf Ekedahl, Carola Lemne, Johan Malmquist, Margareta Norell Bergendal and Johan Stern were re-elected Board members and Johan Bygge was elected as new Board member. Fredrik Arp had declined re-election.
Fees to the Board of Directors
It was resolved that remuneration to the Board of Directors shall amount to a total of
SEK 2,450,000, of which SEK 700,000 will be paid to the Chairman and SEK 350,000 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 375,000 will be paid for the work of the Audit Committee, of which SEK 150,000 to the Chairman and SEK 75,000 each to the other members, while a total of SEK 175,000 will be paid for the work of the Remuneration Committee, of which SEK 75,000 will be paid to the Chairman and SEK 50,000 each to the other members.
According to the proposal of the Board of Directors and the CEO, the Annual General Meeting resolved to declare a dividend of SEK 2.20 per share. Tuesday, 24 April 2007 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 for 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 in which 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 pay, 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 grounds exist on an individual basis.
Call Option Program
The Annual General Meeting approved the proposal of the Board for a call option program for 2007, which means that the company shall issue and distribute not more than 550,000 call options to certain senior executives in France, 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 25 April 2007. 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 bolag. As remuneration for this guarantee Carl Bennet bolag 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 on condition that the participant remains an employee of Getinge Group. The cash bonus can amount to a maximum of 50% of the paid premium.
Authorisation for the Board to raise financing
In accordance with the proposal of the Board, the Board was authorised, for the period until the next Annual General Meeting and on one or more occasions, to decide on the raising of loan financing in accordance with Chapter 11, Section 11 of the Swedish Companies Act, whereby the interest rate is dependent on the company’s earnings or financial position (participating loan). The motivation for the authorisation is to ensure that the company maintains the possibility of raising loan financing with attractive terms and conditions for the company.
For further information, please contact:
Johan Malmquist, President or Ulf Grunander, CFO
Getinge 19th April 2007