Annual General Meeting 2014

Election of Board of Directors

Carl Bennet (Chairman), Johan Bygge, Cecilia Daun Wennborg, Carola Lemne, Johan Malmquist, Johan Stern and Maths Wahlström were re-elected as members of the Board. Malin Persson was elected new member of the Board.
Malin Persson, born 1968, has a Master of Science in Industrial Engineering and Management and is CEO of Chalmers University of Technology Foundation. Malin Persson has many years of experience from large Swedish industrial companies, including the Volvo Group. Malin Persson is currently member of the Boards of Becker Industrial Coating, Hexpol AB and Konecranes Plc, and has previously been chairman of the Board of Elicit AB and Board member of GreenCargo AB.

Fees to the Board of Directors

It was resolved that remuneration to the Board of Directors shall amount to a total of SEK 4,400,000 excluding remuneration for Committee work, of which SEK 1,100,000 to the Chairman and SEK 550,000 to each of the other Board members elected by the Meeting who are not employees of Getinge Group. In addition hereto, the Meeting resolved that work in the Audit Committee shall be compensated with SEK 240,000 to the Chairman and SEK 120,000 to each of the other members, while work in the Remuneration Committee work shall be compensated with SEK 125,000 to the Chairman and SEK 92,000 to each of the other members.

Dividend

In accordance with the proposal of the Board of Directors and the CEO, the Annual General Meeting resolved to declare a dividend of SEK 4.15 per share. Tuesday 25 March 2014 was determined as record date for dividend.

Guidelines for Remuneration to Senior Executives

The Annual General Meeting approved the proposal of the Board regarding guidelines for remuneration to senior executives, which principally involve 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 operates, to ensure that competent and skilful 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 limited and connected to predetermined and measurable criteria elaborated with the purpose to promote the long-term added value of the company. The Board shall retain the right to deviate from the guidelines if motivated by particular reasons on an individual basis.

Amendments of the Articles of Association

The Annual General Meeting approved the proposal of the Board regarding amendments to the the Articles of Association entailing the change of the registered office of the Board to Gothenburg, Västra Götaland County, Sweden with the possibility to hold General Meetings in the municipality of Halmstad, Halland County, Sweden and that the Board shall, in addition to any members who, pursuant to Swedish law, may be appointed other than by a General Meeting of the Company, comprise of no fewer than three and no more than eight members with a maximum of eight deputy members.