GETINGE 2024 Annual General Meeting User Manual

GETINGE 2024 Annual General Meeting

Specifications

AGM, including board member elections and roles.
Statement by the Nomination Committee| Describes the committee’s preparatory work and considerations for the AGM.
Motivated Statement| Explains the reasoning behind the proposed board composition and fees.

FAQ

What is the role of the Nomination Committee at Getinge AB?

The Nomination Committee is responsible for proposing candidates for the Board of Directors, the Chairman of the AGM, and auditors, as well as suggesting fees and any amendments to their working principles.

How is the Nomination Committee formed?

It consists of members appointed by the four largest shareholders, one representative of the minor shareholders, and the Chairman of the Board of Directors.

What proposals has the Nomination Committee made for the 2024 AGM?

They propose the re-election of eight board members, including Johan Malmquist as the Chairman of the Board.

How does the Nomination Committee ensure diversity on the Board?

The Committee considers individual competence, and experience, and seeks a balance between renewal, continuity, and gender diversity in the Board's composition.

What is the suggested compensation for the Board members?

The proposed fees for Board members include an increase of approximately 4.5% compared to the fees resolved at the 2023 AGM, reflecting the responsibility and time required for the Board assignment.

Proposals and statement by the Nomination Committee of Getinge AB (publ) in respect of the Annual General Meeting 2024

Background

At the 2020 Annual General Meeting (the “AGM”) new principles for the appointment of and instructions for the work by the Nomination Committee were adopted. These entail that the Nomination Committee shall comprise members appointed by the four largest shareholders one representative of the minor shareholders as of August 31 each year, and the Chairman of the Board of Directors. In addition, if the Chairman of the Board of Directors and the member appointed by the largest shareholder in terms of the number of votes deems it appropriate, a representative of the minor shareholders considered independent concerning the company and its larger shareholders can be appointed as a member of the Nomination Committee.
The Nomination Committee in respect of the 2024 AGM has comprised Johan Malmquist, Chairman of the Board of Directors, Carl Bennet, Chairman of the Committee (Carl Bennet AB), Jannis Kitsakis (Fjärde AP-fonden), Dick Bergqvist (AMF Pension & Fonder) and Marianne Nilsson (Swedbank Robur). The Committee members have established that there are no conflicts of interest that affect the members’ assignments. At the first meeting of the Nomination Committee, Carl Bennet was appointed as Chairman of the Committee.
In accordance with a resolution by Getinge’s 2020 AGM, the Nomination Committee shall submit proposals regarding the election of the Chairman of the General Meetings, the number of members of the Board of Directors, the election of the Chairman and other members of the Board of Directors, the number of auditors, election of auditors, compensation to be paid to the Board of Directors and fees to auditors and any amendments in the principles set out for the Nomination Committee before the AGM. The Nomination Committee shall consider the requirements for its work and proposals as set out in the Swedish Companies Act and the Swedish Corporate Governance Code (the “Code”).
All shareholders have had the opportunity to provide the Nomination Committee proposals ahead of the 2024 AGM.

Proposals by the Nomination Committee
The Nomination Committee makes the following proposals in respect of the 2024 AGM:
Chairman of the AGM: The Chairman of the Board of Directors, Johan Malmquist.

Board of Directors: The number of Board members elected by the General Meeting shall be eight, without deputy members. Carl Bennet, Johan Bygge, Cecilia Daun Wennborg, Dan Frohm, Johan Malmquist, Mattias Perjos, Malin Persson and Kristian Samuelsson shall be re-elected as Board members. Johan Malmquist shall be re-elected as Chairman of the Board.
Information about the members proposed for re-election and new election at the AGM (information as of February 8, 2024):

Johan Malmquist (1961)

• Assignments on Getinge’s Board: Chairman of the Board of Directors, Chairman of the Remuneration Committee. Board member since 2016.
• Other assignments: Chairman of Arjo AB (publ) and Trelleborg AB (publ). Board member of Mölnlycke Health Care AB, Stena Adactum AB and Chalmers University of Technology Foundation.
• Education and previous assignments: B.Sc. (Business Administration). Previous positions as President and CEO of Getinge Group 1997-2015, Business Area Director within Getinge Group, President of Getinge Group’s French subsidiary, and President of subsidiaries in the Electrolux Group. Previously Chairman of the Board of Tingstad Pappers AB and Board member of Elekta AB (publ), SCA AB (publ) and the Dunker Foundations.
• Shareholding (own and related parties): 100,000 Class B shares.
• Assessment of independence: Independent with the company and company management and concerning the company’s major shareholders.

Carl Bennet (1951)

• Assignments on Getinge’s Board: Vice Chairman of the Board of Directors. Member of the Remuneration Committee. Board member since 1989. Chairman of the Nomination Committee.
• Other assignments: Chairman and CEO of Carl Bennet AB. Chairman of Lifco AB (publ). Vice Chairman of Arjo AB (publ) and Elanders AB (publ). Board member of L E Lundbergsföretagen AB (publ).
• Education and previous assignments: B.Sc. (Business Administration), Dr. Tech. h.c., honorary doctorate in economics. Previous positions as President and CEO of Getinge (1989-1997) and Chairman of the Board (1997-2019). Previously Board member of Holmen AB (publ).
• Shareholding (own and related parties): 18,217,200 Class A shares and 36,448,434 Class B shares.
• Assessment of independence: Independent concerning the company and the company’s management, but not concerning the company’s major shareholders.

Johan Bygge (1956)

• Assignments on Getinge’s Board: Chairman of the Audit and Risk Committee. Board member since 2007.
• Other assignments: Chairman of Scandi Standard AB (publ), Guard Therapeutics AB (publ) and Yangi AB. Vice Chairman of Third Swedish National Pension Fund. Board member of Lantmännen Ek För and CapMan OYJ.
• Education and previous assignments: B.Sc. (Business Administration). Previous positions as Chairman of PSM International China, Nobina AB (publ), EQT Asia Pacific. Venture Partner of Prorsum AG Venture Fund. Board member of Anticimex, I-Med Ltd, Praktikertjänst AB and the Foundation Riksbankens Jubileumsfond. COO of EQT, CFO of Investor AB, Executive Vice President and CFO of Electrolux AB.
• Shareholding (own and related parties): 15,700 Class B shares.
• Assessment of independence: Independent with the company and company management and concerning the company’s major shareholders.

Cecilia Daun Wennborg (1963)

• Assignments on Getinge’s Board: Chairman of the Ethics and Sustainability Committee. Member of the Audit and Risk Committee. Board member since 2010.

• Other assignments: Chairman of Almi AB. Board member of Loomis AB (publ), Bravida Holding AB (publ), Oncopeptides AB (publ), Atvexa AB, Eleda TopCo AB, Hotel Diplomat AB and member of the Swedish Securities Council.

• Education and previous assignments: M.Sc. (Business Administration). Previous positions as deputy CEO of Ambea AB, CEO of Carema Vård och Omsorg AB, acting CEO of Skandiabanken, Head of Swedish Operations at Skandia, CEO of Skandia Link. Board member of Atos Medical Holding AB
  (publ), Hoist Finance AB (publ), Sophiahemmet, ICA Gruppen AB (publ) and the Foundation Oxfam in Sweden.

• Shareholding (own and related parties): 8,000 Class B shares.

• Assessment of independence: Independent concerning the company and company management and concerning the company’s major shareholders.

Dan Frohm (1981)

• Assignments on Getinge’s Board: Member of the Audit and Risk Committee. Member of the Remuneration Committee. Board member since 2017.
• Other assignments: CEO of DF Advisory LLC. Chairman of Elanders AB (publ). Board member of Arjo AB (publ), Carl Bennet AB, Lifco AB (publ) and Swedish-American Chamber of Commerce, Inc.
• Education and previous assignments: M.Sc., Industrial Engineering and Management. Previous position as a management consultant at Applied Value LLC in New York.
• Shareholding (own and related parties): 149,510 Class B shares.
• Assessment of independence: Independent concerning the company and the company’s management, but not concerning the company’s major shareholders.

Mattias Perjos (1972)

• Assignments on Getinge’s Board: Board member since 2017.
• Other assignments: President and CEO of Getinge. Board member of EUROAPI S.A and International Chamber of Commerce (ICC) Sweden.
• Education and previous assignments: M.Sc., Industrial Engineering and Management. Previous positions as CEO of Coesia Industrial Process Solutions (IPS) and Coesia International. Prior to that, Mattias Perjos held many senior international positions at
• FlexLink including the role of CEO.
• Shareholding (own and related parties): 80,000 Class B shares.
• Assessment of independence: Independent concerning the company’s major shareholders, but not concerning the company and the company’s management.

Malin Persson (1968)

• Assignments on Getinge’s Board: Member of the Ethics and Sustainability Committee. Board member since 2014.
• Other assignments: CEO and owner of Accuracy AB, Chairman of Universeum AB. Board member of Hexpol AB (publ), Peab AB (publ), Ricardo PLC, Beckers Group, OX2 AB (publ), Oddwork Sweden AB, Hydroscand Group AB, Stena Sessan AB, Absolent Air
• Care Group AB (publ) and AB Sigrid Rudebecks Skola.
• Education and previous assignments: M.Sc., Industrial Engineering & Management. Previous assignments as CEO of the Chalmers University of Technology Foundation. Many years of experience in major Swedish industrial enterprises such as Volvo
• Group. Previously Board member of Hexatronic Group AB (publ), EVRY ASA, Mekonomen AB (publ) and Magnora AB
• Shareholding (own and related parties): 10,112 Class B shares.
• Assessment of independence: Independent concerning the company and company management and with the company’s major shareholders.

Kristian Samuelsson (1977)

• Assignments on Getinge’s Board: Member of the Audit and Risk Committee. Board member since 2021.
• Other assignments: Professor of orthopedic surgery at the University of Gothenburg and senior consultant in orthopedic surgery at Sahlgrenska University Hospital.
• Education and previous assignments: MD, PhD, MSc, Senior lecturer. Experience in healthcare with evidence-based medical research and interdisciplinary research in areas such as artificial intelligence (AI) and digitization.
• Shareholding (own and related parties): –
• Assessment of independence: Independent concerning the company and company management and concerning the company’s major shareholders.

Board and Committee fees: Board fees, excluding remuneration for Committee work, shall, be paid in a total of SEK 5,867,400 (SEK 6,287,625) of which SEK 1,649,400
(SEK 1,578,375) to the Chairman and SEK 703,000 (SEK 672,750) 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 313,700 (SEK 300,150) to the Chairman and SEK 153,600 (SEK 146,970) to each of the other members. Work in the Remuneration Committee shall be compensated with SEK 156,800 (SEK 150,075) to the Chairman and SEK 113,600 (SEK 108,675) to each of the other members. Work in the Ethics and Sustainability Committee shall be compensated with SEK 156,800 (SEK 150,075) to the Chairman and SEK 113,600 (SEK 108,675) to each of the other members.
Auditor and auditor fees: The registered auditing company Öhrlings PricewaterhouseCoopers AB shall, under the Audit and Risk Committee’s recommendation, be re-elected as auditor for the period until the end of the 2025 AGM. Fees to the auditor shall be paid under the approved invoice. Öhrlings PricewaterhouseCoopers AB has informed us that should the auditing company be elected, Peter Nyllinge will be appointed as the auditor in charge.
Statement by the Nomination Committee of its work before the 2024 AGM
Ahead of the 2024 AGM, the Nomination Committee has held two meetings at which minutes were kept. In addition, the members of the Nomination Committee have had ongoing contact and maintained further dialogue between the meetings.
The Nomination Committee has addressed all matters that the Nomination Committee must address according to the Code, which is further described below. Furthermore, for the company to be able to fulfil its information obligations towards the shareholders, the Nomination Committee has informed the company of how the work of the Nomination Committee has been conducted and of the proposals, the Nomination Committee has decided to submit.
As a basis for its work, the Nomination Committee has reviewed the annual accounts for the company’s operations in 2023. Further, the Nomination Committee has reviewed the nomination proposals received and the evaluation of the Board and its work. The result of the evaluation has been presented in its entirety to the Nomination Committee. In addition, the Nomination Committee has conducted interviews with two of the current Board members elected by the General Meeting.
In addition, the Nomination Committee has been informed of the Audit and Risk Committee’s advocated proposal for the election of an auditor.
No remuneration has been paid to the members of the Nomination Committee.
The motivated statement by the Nomination Committee to the Board of Directors, auditor and fees to the Board members
When preparing the proposal of Board members, the Nomination Committee considers the individual competence and experience of each proposed Board member as well as that they shall work well together and have the required range in both background and knowledge. The Nomination Committee especially consider the value of diversity and the balance between the need for renewal and continuity in the Board of Directors. In its efforts to achieve diversity the Nomination Committee in particular, considers the value of gender balance.
All Board members, save for Barbro Fridén who has declined re-election, have declared that they are available for re-election.
The Board’s evaluation of the Board of Directors and their work has been provided to the Nomination Committee. The evaluation showed that the Board of Directors is well functioning, the attendance rate at Board meetings is high and that all Board members demonstrated a high level of commitment. In its evaluation, the Nomination Committee has also assessed that the Board is well functioning and that the Board members available for re-election represent a wide range of expertise and sound industry knowledge. For example, the Board, represented by the Board members available for re-election, jointly possess the solid financial background and extensive financial know-how, among others, through Board members’ previous operative assignments within fields of economics and finance and other Board assignments, including work in Audit Committees. The Board also jointly possess competence and experience from the sustainability field, for example through one board member’s previous assignment as chairman of a Sustainability Committee but also through other Board members’ operational assignments in executive positions. Through certain Board members’ previous and/or current operational assignments for Getinge and other companies, the Board members jointly possess sound knowledge of the industry and market where the company operates and of areas of relevance for the operations, such as artificial intelligence. Within the Board, there is also competence and experience from operational work within hospitals and clinical activity. In addition, the Board has solid experience in international relations and Board work, in a broad sense, through Board members’ previous and current operational assignments as well as Board assignments in other companies.

Based on the results of the evaluation reviewed by the Nomination Committee, and the demands placed on the Board according to the assessment by the Nomination Committee concerning Getinge’s position and future focus, the Nomination Committee has assessed that it is not needed to propose any Board member for new election, and the Nomination Committee has therefore proposed that the number of Board members elected by the General Meeting shall be eight.
When assessing the composition of the Board members the Nomination Committee has assessed that, the Board members who have declared that they are available for re-election possess broad competence within fields that are important for Getinge and that continuity among these Board members is of importance for the continued development of Getinge. The Nomination Committee has therefore proposed the re-election of all Board members who have declared that they are available for re-election: Johan Malmquist, Carl Bennet, Johan Bygge, Cecilia Daun Wennborg, Dan Frohm, Mattias Perjos, Malin Persson and Kristian Samuelsson.
The Nomination Committee has also assessed the independence of the Board members. The Nomination Committee considers that its proposal for the composition of the Board members of Getinge fulfils the requirements of independence as stipulated in the Code. When preparing its proposal, the Nomination Committee has considered that Mattias Perjos, as CEO, is to be considered as dependent on the company and the executive management. Carl Bennet and Dan Frohm are to be considered dependent on Getinge’s major shareholders. The other proposed Board members – Johan Malmquist, Johan Bygge, Cecilia Daun Wennborg, Malin Persson and Kristian Samuelsson – are to be considered independent of the company and the executive management as well as the major shareholders.
The Nomination Committee has applied rule 4.1 of the Code as diversity policy in the development of the proposal to the Board. The proposed Board is considered to have an appropriate size. The Nomination Committee considers the proposed Board members together hold the diversity and extensive competence, experience and background required and the composition to be appropriate for the company’s operations, phase of development and other circumstances, including relevant sustainability aspects. The Nomination Committee has assessed that the proposed Board members will be able to devote the time required to fulfil the assignment as a Board member of Getinge. The Nomination Committee strives for gender balance, which is given special consideration in connection with the new election of Board members. The proposed Board members comprise two women and six men (corresponding to 25 and 75 per cent, respectively). The Nomination Committee concludes that the gender distribution is not satisfactory, and intends to work for a more even gender balance.
Further, the Nomination Committee proposes the re-election of Johan Malmquist as Chairman. The Nomination Committee assess Johan Malmquist, with his significant experience from the company and Board work, has proven to be well suited to organize and direct the Board work.
The Nomination Committee has conducted an evaluation of the fees paid to the Board members. The basic principle for the fees to the Board is that the compensation shall be reasonable and sufficiently competitive to attract competent and experienced Board members. The level of compensation shall reflect the responsibility and time the Board assignment requires. The Nomination Committee proposes the fees to be adjusted in accordance with the proposal to the 2024 AGM. The proposal by the Nomination Committee entails an increase of approximately 4,5% compared to the fees resolved at the 2023 AGM.
Per the recommendation by the Audit and Risk Committee, the Nomination Committee has resolved to propose the re-election of PricewaterhouseCoopers AB as auditor for the upcoming mandate period and that fees to the auditor shall be paid under the approved invoice.

Göteborg in February 2024
The Nomination Committee of Getinge AB (publ)

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