Annual General Meeting of Getinge AB (publ)
At the Annual General Meeting of Getinge AB on 20 April 2006, the following was resolved Election of Board of Directors The Annual General Meeting re-elected Carl Bennet (chairman), Fredrik Arp (vice chairman), Carola Lemne, Johan Malmquist, Rolf Ekedahl, Margareta Norell-Bergendal and Johan Stern. Fees to the Board of Directors It was resolved that remuneration to the Board of Directors shall amount to a total of SEK 2,375,000, of which SEK 650,000 will be paid to the Chairman, SEK 425,000 to the Vice Chairman and SEK 325,000 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 200,000 will be paid for the work of the Audit Committee, of which SEK 100,000 to the Chairman and SEK 50,000 each to the other members, while a total of SEK 100,000 will be paid for the work of the Remuneration Committee, of which SEK 50,000 will be paid to the Chairman and SEK 25,000 each to the other members. Dividend According to the proposal of the Board of Directors and the CEO, the Annual General Meeting resolved to declare a dividend of SEK 2.00 per share. Tuesday, 25 April 2006 was determined as record date for dividend. Amendments of the Articles of Association The Annual General Meeting approved the proposal of the Board of Directors regarding amendments of the Articles of Association due to the new Swedish Companies Act, which came into force as of 1 January 2006. Call options program The Annual General Meeting approved the proposal of the Board of Directors of a call options program for 2006, which means that the company shall issue and distribute not more than 900,000 call options to certain senior executives in France, Sweden and Germany. The options shall be acquired at a market price (premium) amounting to 10 per cent of the average closing rate of Getinge’s Series B share over ten trading days beginning on 25 April 2006. The price per share that the options-holders shall pay to acquire a share when exercising a call option (exercise price) shall correspond to the market price that results from the established premium and a calculation in accordance with customary valuation model (Black & Scholes). The provision of shares in accordance with the call option program has been guaranteed by the principal shareholder Carl Bennet AB. As remuneration for this guarantee obligation, Carl Bennet AB will receive an amount that corresponds to the premium that Getinge receives from the options holders. Call options carry entitlement to the 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 options and/or Series B shares acquired through the options are still held by the participant and that the participant remains an employee of the Getinge Group. The cash bonus can amount to a maximum of 50 per cent of the paid premium.