NOTICE OF ANNUAL GENERAL MEETING IN GETINGE AB (PUBL)
The shareholders of Getinge AB (publ), corporate ID No. 556408-5032, (“Getinge”) are hereby invited to attend the Annual General Meeting (the “AGM”) to be held on Wednesday 26 April 2023 at 11.30 a.m. CEST, in Kongresshallen, Hotel Tylösand, Halmstad, Sweden. Entrance registration starts at 10.30 a.m. CEST. A lighter lunch will be served after the AGM.
The Getinge Board of Directors of Getinge has decided to allow the shareholders to also attend the AGM by postal voting in accordance with the regulations in Getinge’s Articles of Association as further described below.
Further information regarding postal voting is also available on the company’s website, www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2023/.
RIGHT TO ATTEND AND NOTICE OF ATTENDANCE
Shareholders who wish to attend the AGM in person must:
- be recorded in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository), on Tuesday 18 April 2023, and
- notify the company of their intention to attend the AGM by Thursday 20 April 2023, preferably before 4.00 p.m. CEST:
- by post to the address Getinge AB (publ), ”Årsstämma 2023”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden
- by telephone +46 10-335 08 18 (weekdays kl. 09.00 a.m. – 4.00 p.m. CEST), or
- via the company’s website, www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2023/.
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). Shareholders who will wish to attend the AGM in person must show valid identification at the entrance of the meeting venue.
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 Tuesdsay 18 April 2023, and
- no later than Thursday 20 April 2023, preferably before 4.00 p.m. CEST, 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.
NOMINEE-REGISTERED SHARES
In order to attend the AGM, shareholders with nominee-registered shares should, in addition to give notice of attendance in person or by postal vote, ensure that the shares are owner-registered in the shareholders name to be listed in the shareledger on Tuesday 18 April 2023. Such registration can be temporary (so-called voting right registration), and request for such voting right registration shall be made to the nominee in accordance with the nominee’s routines within the time the nominee decides. Owner-registration completed by the nominee no later than Thursday 20 April 2023 will be considered when the shareledger is produced.
PROXYS, ETC.
Shareholders participating in person 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 in person represented by proxy should submit a power of attorney in original by post to Getinge AB (publ), ”Årsstämma 2023”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden in due time before the AGM.
Power of attorney for shareholders attending by postal voting represented by proxy, shall be attached to the postal voting form by post or by e-mail if postal voting is made by sending the postal voting form or be attached to the digital postal vote if postal voting is made via Euroclear Sweden’s portal.
A proxy form is available at the company and on the company’s website, www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2023/.
Representatives of a legal entity shall attach a certified copy of the certificate of registration or similar document of authorization and provide this in the same way as the proxy is provided.
ADVANCE VOTING BY POSTAL VOTING
The shareholders may exercise their rights to vote by postal voting before the AGM. Postal voting only does not require any separate notice of attendance for the AGM.
Postal voting can be made in two ways (either in accordance with alternative 1 or 2 below):
- by completing and submitting a specific postal voting form (for postal voting and serving as notification of attendance). The postal voting form is available on the company’s website, www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2023/.
Postal voting by using the postal voting form can be made by:
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- submitting the original of the completed and signed postal voting form to Getinge AB (publ), ”Årsstämma 2023”, c/o Euroclear Sweden AB, P.O. Box 191, 101 23 Stockholm, Sweden, or
- submitting a scanned copy of the completed and signed postal voting form by email to [email protected] (type in ”Getinge AB – Postal voting” in the subject matter box).
- by giving notification of attendance and submitting its postal vote digitally through BankID verification via the link that is available on the company’s website www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2023/ and https://anmalan.vpc.se/EuroclearProxy/.
If the shareholder is a legal entity, a certificate of registration or corresponding authorization document shall be enclosed to the postal voting form and if postal voting and if the shareholder is represented by proxy, a power of attorney shall be enclosed to the postal voting form/digital postal vote in accordance with what is described under the heading ”Proxys, etc.” above).
The completed postal voting form shall be received by Getinge via Euroclear Sweden no later than Thursday 20 April 2023. Electronic postal voting has to be made within the same time.
The shareholder may not provide the postal voting 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. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of person(s) to approve the minutes
6. Determination of compliance with the rules of convocation
7. Presentation by the CEO
8. Presentation of work conducted by the Board of Directors and by the Board appointed Remuneration Committee’s and Audit and Risk Committee’s work and functions
9. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Accounts and the Group Auditor’s Report
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
14. Establishment of fees to
(a) the Board of Directors (including fees for work in Committees), and
(b) the auditor(s)
15. 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 Johan Malmquist;
(g) re-election of Mattias Perjos;
(h) re-election of Malin Persson;
(i) re-election of Kristian Samuelsson; and
(j) re-election of Johan Malmquist as Chairman of the Board
16. Election of auditor(s)
17. Resolution regarding approval of remuneration report
18. Resolution regarding guidelines for remuneration to Senior Executives
19. Closing of the Meeting
PROPOSALS BY THE NOMINATION COMMITTEE (item 2 and 13-16)
The Nomination Committee in respect of the 2023 AGM has comprised the Chairman of the Board Johan Malmquist, the Chairman of the Nomination Committee Carl Bennet (Carl Bennet AB), Jannis Kitsakis (Fjärde AP-fonden), Dick Bergquist (AMF Pension & Fonder) and Anna Sundberg (SHB Fonder & Liv).
The Nomination Committee has proposed the following:
Chairman of the AGM (item 2): The Chairman of the Board, Johan Malmquist.
Board of Directors (item 13 (a) and 15 (a)-(j)): The number of Board members elected by the General Meeting shall be nine without deputy members. As Board members, re-election shall be made of Carl Bennet, Johan Bygge, Cecilia Daun Wennborg, Barbro Fridén, Dan Frohm, Johan Malmquist, Mattias Perjos, Malin Persson and Kristian Samuelsson. Johan Malmquist shall be re-elected as Chairman of the Board.
Information concerning all members proposed for re-election is available in the proposal for resolution and motivated statement by the Nomination Committee on the company’s website, www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2023/.
Board and committee fees (item 14 (a)): Board fees, excluding remuneration for Committee work, shall be paid in a total of SEK 6,287,625 (SEK 6,075,000) of which, SEK 1,578,375 (SEK 1,525,000) to the Chairman, and SEK 672,750 (SEK 650,000) to each of the other Board members elected by the General Meeting who are not employees of the Group. Work in the Audit and Risk Committee shall be compensated with SEK 300,150 (SEK 290,000) to the Chairman and SEK 146,970 (SEK 142,000) to each of the other members. Work in the Remuneration Committee shall be compensated with SEK 150,075 (SEK 145,000) to the Chairman and SEK 108,675 (SEK 105,000) to each of the other members. In the event that the Board of Directors decides to establish an ESG Committee, work in the Committee shall be compensated with SEK 150,075 to the Chairman and SEK 108,675 to each of the other members.
Auditor and auditor fees (item 13 (b), 14 (b) and 16): The number of auditors shall be one with no deputy auditor. The registered auditing company Öhrlings PricewaterhouseCoopers AB shall be re-elected for the period until the end of the 2024 AGM, in accordance with the recommendation of the Audit and Risk Committee. Fees to the auditor shall be paid in accordance with approved invoices. Öhrlings PricewaterhouseCoopers AB has informed that, should the auditing company be elected, Peter Nyllinge will be appointed as auditor in charge.
THE BOARD OF DIRECTORS’ PROPOSALS FOR RESOLUTION
DISPOSITION AND RECORD DATE FOR DIVIDEND (item 11)
The Board and the CEO have proposed that a dividend of SEK 4.25 per share shall be declared. As record date for the dividend, the Board proposes Friday 28 April 2023. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB starting Thursday 4 May 2023.
APPROVAL OF THE REMUNERATION REPORT (item 17)
The Board of Directors proposes the AGM to resolve to approve the Board’s report over remunerations in accordance with the Chapter 8 section 53 a of the Swedish Companies Act for the financial year 2022.
THE BOARD’S PROPOSAL REGARDING GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES (item 18)
The Board of Directors proposes the AGM to resolve on the following guidelines for remuneration to Senior Executives.
1. Scope of the guidelines, etc.
These guidelines cover the individuals who, during the validity period of the guidelines, are included in the group management of Getinge AB (publ), below referred to as “Senior Executives”. The guidelines shall apply for remuneration agreed and amendments in any remunerations already agreed, as of the adoption of the guidelines by the 2023 Annual General Meeting. The guidelines are not applicable on any remuneration resolved by the General Meeting.
2. Promotion of Getinge’s business strategy, long-term interests and sustainability, etc.
A prerequisite for successful implementation of the company’s business strategy and safeguarding the company’s long-term interests is that the company is able to recruit and retain qualified personnel. The main principle is that remuneration and other employment conditions for Senior Executives, shall be in line with market terms and competitive on every market where Getinge operates, to ensure that competent and skilled personnel can be attracted, motivated and retained. Individual levels of remuneration shall be based on experience, competence, level of responsibility and performance, and also the country where the Senior Executive is employed. These guidelines promote the company’s business strategy, long-term interests and sustainability as described in the below section regarding criteria for variable remuneration, and contribute to the company’s ability to, on a long-term basis, retain qualified personnel.
For information regarding Getinge’s business strategy, please see the company’s annual reports and the website (https://www.getinge.com).
3. Principles for various types of remuneration, etc.
The total remuneration to Senior Executives shall be in line with market terms and consist of base salary (fixed cash remuneration), variable cash remuneration, any other variable remuneration, pension benefits and other benefits. In addition, the General Meeting may – irrespective of these guidelines – resolve on, for instance, share- or share price-related remunerations.
Fixed remuneration
The fixed remuneration, meaning the base salary, shall be based on the individual employee’s area of responsibility, authority, competence, experience and performance.
Variable remuneration
The allocation between base salary and variable remuneration shall be in proportion with the area of responsibility and authority of the executive. The variable remuneration shall always be pre-limited to a maximum amount and related to predetermined and measurable criteria, designed to contribute to the business strategy and long-term added value of the company.
The annual variable remuneration is designed to promote the company’s strategy to produce and offer products that can support in making health care more efficient in the long-term and to provide better health care for the people who need Getinge’s products. If the above-mentioned activities are performed in an efficient and sustainable way, one outcome is improved financial results and increased capital efficiency, which constitutes the foundation of the variable remuneration. The sustainability work is integrated in the company’s day-to-day operations. If the company’s principles for sustainability or ethical guidelines are not complied with, the company has the possibility to withhold any variable remuneration or reclaim already awarded remuneration.
Annual variable remuneration
For Senior Executives, the annual variable remuneration (annual bonus) shall be capped at 70% and, in specific cases, were the nature of the position, the competitive situation and the country of employment so require, capped at 90% of the fixed annual base salary. The variable remuneration shall be based on objectives set by the Board of Directors. These objectives are related to (i) earnings, (ii) organic growth, (iii) working capital and cash flow, and (iv) sustainability. In order to promote the interest of the shareholders’, the company’s values and collectively strive to achieve the business strategy, long-term interests and sustainable development of the company, all members of the group management have the same targets for annual variable remuneration.
Variable long-term cash bonus (LTI-bonus)
In addition to base salary and annual variable remuneration as described above, Senior Executives can obtain a variable long-term bonus (LTI-bonus). The target that forms the basis for the LTI-bonus is adjusted earnings per share for a three-year period, adjusted for the category of adjustment items decided at implementation of the program by the Board of Directors at the recommendation by the Remuneration Committee. By connecting the performance target to the shareholders’ objective, a common interest to promote Getinge’s business strategy, long-term interests and value creation is created. Payment is subject to continued employment at the end of the vesting period for the LTI-bonus (with some customary exceptions).
The vesting period for the LTI-bonus shall be not less than three financial years. The payment of LTI-bonus per each three-year program shall be capped to 33% of one year’s base salary. A new LTI-bonus program can be set up every year with a duration period of three years. Senior Executives of the group management shall invest not less than 50% of the received LTI-bonus (net, after taxes paid) in Getinge shares, until the Senior Executive’s own total holdings of shares correspond to one year’s salary (gross). The Senior Executive shall keep these shares for at least three years.
Limitation of total variable remuneration for the CEO
For the CEO, the total payment of variable remuneration (annual variable remuneration and LTI-bonus), in addition to what is previously mentioned, annually be limited so that the total variable remuneration does not exceed 100% of the fixed salary. This applies to variable remuneration that is paid 2022 or later.
Determination of result for variable remuneration, etc.
When the measuring period for achievement of the criteria for payment of the variable remuneration has expired, the Board of Directors shall, based on proposal by the Remuneration Committee, establish to which extent the criteria are achieved. In their assessment on whether the criteria are achieved or not, the Board of Directors may, in accordance with proposal by the Remuneration Committee, allow exception from the established targets on the conditions set out in the below item 5. The assessment of achievement of the financial targets shall be based on the company’s most recent published financial information, with any adjustments approved by the Board of Directors based on a proposal of the Remuneration Committee. Variable cash payment can be awarded after the expiration of the measuring period (annual variable remuneration) or be subject to postponed payment (LTI-bonus).
Getinge is actively working to ensure that the company is managed in the most sustainable, responsible and efficient way possible, and that applicable legislations and regulations are complied with. Getinge also apply internal rules, including a code of conduct and different group- wide steering documents (policies, instructions and guidelines) within a range of different areas. Variable remuneration shall not be awarded, and can be reclaimed, if the Senior Executive has acted contrary to these rules, principles or the company’s code of conduct. Variable remuneration shall not be awarded if the earnings before tax is negative. The Board of Directors shall also have the possibility to, in accordance with legislation or agreement, in whole or partly, reclaim any variable wrongly awarded remuneration.
Other variable remuneration
Additional variable cash remuneration can be awarded in case of extraordinary circumstances, provided such extraordinary arrangements are only conducted for the purpose of recruiting or retaining executives. Such remuneration may not exceed an amount corresponding to 100% of the base salary and only be awarded once a year per individual. Resolution on such remuneration shall be made by the Board of Directors and based on a proposal by the Remuneration Committee. In addition to variable remuneration, resolutions on share- or share price related incentive programs, in accordance with the above, could from time to time be made.
Pension and insurance
The CEO has right to retire from the age of 62 and other Senior Executives has right to retire in accordance with applicable local regulations.
Pension contributions for the CEO shall amount to no more than 40% of the fixed base salary on a defined contribution basis. Variable cash remuneration shall not qualify for pension benefits.
Pension contributions for other Senior Executives shall amount to a maximum of 40%1 of the pensionable salary and shall be on a defined contribution basis. Variable cash remuneration shall not qualify for pension benefits in general, except where mandatory by collective bargaining agreement provisions applicable for the executive. In such case, this shall be considered when creating the total benefits package. In addition to the above, Senior Executives may be covered by supplementary health income insurance (sw. sjukinkomstförsäkring).
For employments governed by other than Swedish regulations, pension benefits and other insurances may be duly amended to comply with mandatory rules or established local regulations, taking into consideration, to the extent possible, the overall purpose of these guidelines.
Other benefits
Other benefits such as company car, additional medical insurance (sw. sjukvårdsförsäkring) and company health care (sw. företagshälsovård), may be provided to the extent this is considered to be in line with market terms for Senior Executives on similar positions on that local market. The total value of such benefits may not exceed 10% of the fixed base salary.
Conditions for termination
Senior Executives shall have a permanent employment. If the company terminates the employment, the notice period shall not exceed twelve months. Upon termination of employment, the total of the fixed salary during the notice period together with severance pay may not exceed an amount equivalent to two years fixed base salary for the CEO, and one year for other executives. If the executive terminates the employment, the notice period shall not exceed six months and be without any right to severance pay.
Senior Executives may be entitled to compensation for any competition restrictions after the termination of employment, however, only to the extent severance pay for the corresponding period is not awarded. The purpose of such compensation is to compensate the executive for any gap between the monthly base salary at the notice of termination and (lower) monthly income received, or that could be received, by a new employment, assignment or own business. The compensation can be awarded during the period of the competition restriction, however, not more than for 12 months after the termination of employment.
Salary and employment conditions for employees
When preparing the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for the company’s employees have been considered. This have been made by including information of the total income of the employees, the components of the remuneration and the increase and growth rate over time, as part of the Remuneration Committee’s and the Board of Directors’ basis for decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to Senior Executives and remuneration to other employees will be disclosed in the remuneration report.
4. The resolution process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The Committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for Senior Executive remuneration. These are reviewed annually and new proposals for guidelines shall be drafted by the Board at least every fourth year and presented to the Annual General Meeting for resolution. The guidelines shall be in force until new guidelines are adopted by the Annual General Meeting.
The Remuneration Committee shall also monitor and evaluate programs for variable remuneration to Senior Executives, the guidelines for remuneration to Senior Executives, as well as the current remuneration structures and compensation levels in the company, and provide recommendations to the Board of Directors in relation to remuneration to the CEO. Regarding resolution on remuneration to other Senior Executives in accordance with the guidelines (other than the specifically regulated above) the CEO shall consult with the Remuneration Committee.
The CEO and other members of the group management do not participate in the Board of Directors’ processing of, and resolutions on, remuneration-related matters when such matters concern them.
The Board of Directors shall annually draw up a remuneration report that shall be presented to the Annual General Meeting for approval.
5. Deviations from the guidelines
The Board of Directors may temporarily resolve to deviate from the guidelines, entirely or partly, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the company’s long-term interests, a sustainable development of the company or to ensure the company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to deviate from the guidelines.
6. Description of material changes of the guidelines and how the shareholders’ opinions are considered
The current applicable guidelines for remuneration to Senior Executives were adopted on the 2022 Annual General Meeting. The guidelines that are now proposed to be adopted by the 2023 Annual General Meeting correspond in principle to the guidelines adopted by the 2022 Annual General Meeting, save for that the regulations for pension contributions for Senior Executives, excluding the CEO, have been clarified in order to specify a common cap, regardless of which pension plan the Senior Executives belong to.
No remarks on the remuneration guidelines have emerged in connection with dealings at General Meetings.
7. Other
The guidelines entail a level of remuneration, which in principle is equivalent to the remuneration for the financial year 2022.
Information regarding remuneration, etc. to Senior Executives during the financial year 2022 is set out in note 29 of the Annual Report 2022, including any previously resolved remuneration that has not yet been due for payment, and in the remuneration report.
QUESTIONS AND SHAREHOLDERS’ RIGHT TO INFORMATION
The Board of Directors and the CEO shall at the AGM, if any shareholder so requests and the Board of Directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial position and the company’s relation to other companies within the group.
DOCUMENTS AND OTHER INFORMATION
Financial statements and Auditor’s Report, Sustainability Report, Corporate Governance Report and the Board of Director´s report on remuneration pursuant to Chapter 8 section 53 a of the Swedish Companies Act (the Remuneration Report) will be available at the company and on the company’s website in connection with the publishing of the company’s Annual Report on Friday 31 March 2023. The statement by the Board of Directors’ on the proposed distribution of dividend (item 11) and the Auditors statement pursuant to Chapter 8 section 54 of the Swedish Companies Act regarding guidelines for remuneration to Senior Executives will be available at the company and on the company’s website, www.getinge.com/int/company/corporate-governance/general-meetings/annual-general-meeting-2023/, no later than on Wednesday 5 April 2023. Complete versions of all other proposals are available under each item in this notice.
The Nomination Committee’s complete proposal, information concerning proposed members, reasoned statement on the proposed Board of Directors, and report on the work of the Nomination Committee are available on the company’s website.
The above documents will, as from the date they are available, be sent to shareholders, who have stated their address, upon request. Copies will also be available at the AGM.
The total number of shares in the company amounts to 272,369,573, whereof 18,217,200 shares of series A and 254,152,373 shares of series B. The total number of votes in the company amounts to 436,324,373.
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.
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Gothenburg in March 2023
The Board of Directors of Getinge AB (publ)
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1. Pension contributions may, exceptionally, exceed this limit if required to comply with mandatory law, collective bargaining agreements or other applicable rules or established local practice, taking into consideration, to the extent possible, the overall purpose of these guidelines.
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For more information, please contact:
Lars Mattsson, Head of Investor Relations
Telephone: +46 10-335 00 43
Email: [email protected]
For matters relating to notice to attend, proxy, voting etc., please contact:
Maria Dahlqvist, Senior Legal Counsel, Head of Corporate Legal
Telephone: +46 10 335 00 09
Email: [email protected]
About Getinge
With a firm belief that every person and community should have access to the best possible care, Getinge provides hospitals and life science institutions with products and solutions aiming to improve clinical results and optimize workflows. The offering includes products and solutions for intensive care, cardiovascular procedures, operating rooms, sterile reprocessing and life science. Getinge employs over 10,000 people worldwide and the products are sold in more than 135 countries.