STOCKHOLM, Sweden, March 21, 2005 (PRIMEZONE) -- The shareholders of Getinge AB (publ) are hereby invited to the Annual General Meeting on Tuesday 19 April 2005 at 4 p.m. in Kongresshallen, Hotel Tylosand, Halmstad.
RIGHT OF PARTICIPATION AT THE MEETING
Any shareholder has the right to participate at the Meeting who is registered in the shareholders' register kept by VPC AB (the Swedish Central Securities Depository) on Friday 8 April 2005, (the record date is 9 April 2005, but due to the intervening weekend the entry must have been made by 8 April 2005) and has given notice of their intention to participate at the Meeting to the company no later than 3 p.m. on 13 April 2005. Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name with VPC to be able to participate at the Meeting. This must be done no later than 8 April 2005. This means that shareholders must notify their intentions on this matter to the nominee well in advance of the stated date.
NOTIFICATION
Notification of participation in the Meeting should be made in writing to Getinge AB, Information Department, Box 69, 310 44 Getinge, Sweden, or by telephone on +46 35 15 55 00, or by fax on +46 35 549 52, or on the company's website at www.getinge.com. The notification should state the name, address, social security or company registration number, shareholding, telephone number and, if necessary, the representative's name. Shareholders wishing to be represented must send a relevant power of attorney to the company before the Meeting. Those representatives representing legal entities must have a copy of the registration certificate or a corresponding authorization document that shows the proper authorized signatory. People wishing to take part in the factory visit that has been arranged for 1 p.m. (at Getinge) should inform the company at the same time as notifying the company about participating as above.
PROPOSED AGENDA
1.Opening of the Meeting
2.Election of Chairman for the Meeting
3. Drawing up and approval of voting list
4. Approval of the Agenda
5. Election of person to verify the minutes
6. Question as to whether the Meeting has been duly convened
7. Presentation of the Annual Report, Auditors' Report and Consolidated
Accounts and Consolidated Auditors' Report and, in connection with
this, a statement about the Board's work and Board-appointed
remuneration committee and auditing committee's work and function.
8.President's statement
9.Resolution on the adoption of the Income Statement and Balance
Sheet as well as the Consolidated Income Statement and Consolidated
Balance Sheet
10.Resolution on the appropriation of the Company's profit according
to the adopted Balance Sheet as well as record date
11.Resolution on discharge from personal liability for Board Members
and the President
12. Adoption of number of Board Members and Deputies in conjunction
with this, a statement about the nomination committee's work and
function.
13.Adoption of fees for Board Members (including committees)
14.Election of Board Members
15.Proposals from nominating committee
16.Close of meeting
NOMINATING COMMITTEE'S PROPOSALS (points 2 and 12 -14)
The company's nominating committee has proposed the following:
Chairman of the Meeting: Chairman of the Board, Carl Bennet
The Board: The number of Board Members is proposed to be seven. It is proposed that Carl Bennet be re-elected as Chairman of the Board, and Fredrik Arp be re-elected as Vice Chairman of the Board. It is proposed that Carola Lemne, Johan Malmquist, Rolf Ekedahl, Margareta Norell-Bergendahl and Johan Stern be re-elected as Board Members
Board's and committees' fees: SEK 2,250,000, of which SEK 550,000 to the Chairman of the Board, and SEK 275,000 per person to the other Members not employed by the Group. A fee of SEK 250,000 shall be paid to the auditing committee for its work, divided between Members and a fee of SEK 75,000 shall be paid to the remuneration committee for its work, divided between Members.
Auditors: It is noted that the registered auditors Deloitte & Touche AB with authorized public accountant Jan Nilsson as individual auditor in charge were chosen at the 2004 Annual General Meeting for a mandate period of four years.
The nominating committee consisted of Carl Bennet (Carl Bennet AB), Marianne Nilsson (Robur), Bjorn Franzon (Fourth National Pension Fund), Joachim Spetz (Handelsbanken Fonder), Ramsay Brufer (Alecta) and Olle Tornblom.
DIVIDEND (point 10)
The Board and President propose a dividend of SEK 1.65 per share. The Board's proposed record date is Friday, 22 April 2005. If the AGM agrees with the Board's proposal, it is estimated that VPC will be able to forward the dividend to shareholders on Wednesday 27 April 2005.
NOMINATING COMMITTEE (point 15)
Shareholders, who together represent around 55 % of the total votes in the company, have a proposal regarding the nominating committee as follows:
that the Chairman of the Board should annually, during the fourth quarter, convene a nominating committee based on composition on 31 August.
that the nominating committee, besides the Chairman of the Board, shall consist of Members representing each of the company's five largest shareholders and if one or some of these should waive their right to appoint a representative to the nominating committee, or if a Member leaves the nominating committee before their work is completed, that right shall be transferred to the shareholder that, after these shareholders, has the largest shareholding in the company.
that the nominating committee's assignments are to make proposals concerning the choice of Chairman for the Annual General Meeting, choice of Chairman of the Board, Vice Chairman of the Board and other Board Members, Auditors as well as fees to the Board and Auditors.
that the majority of the nominating committee's Members shall not be Board Members and that the President or another person from the company's executive management shall not be Members of the nominating committee and that the nominating committee shall choose a Chairman from its own ranks.
that the nominating committee's composition shall be announced in such time that it can be made public at least six months before the Annual General Meeting.
DOCUMENTS
The financial statements and Auditors' Report will be available from Tuesday, 5 April 2005 at the company and on the company's website and will be sent out to shareholders on request. Copies will also be available at the Annual General Meeting.
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