NOTICE OF ANNUAL GENERAL MEETING IN GETINGE AB


The shareholders of Getinge AB (publ) are hereby invited to attend the Annual
General Meeting (“AGM”) to be held on Wednesday 25 March 2015 at 2.00 p.m. CET,
in Kongresshallen, Hotel Tylösand, Halmstad, Sweden.

RIGHT TO ATTEND

Shareholders who wish to attend the AGM must:

–      be recorded in the share register kept by Euroclear Sweden AB (the
Swedish central securities depository), on Thursday 19 March 2015, and

–      notify the company of their intention to attend the AGM by Thursday 19
March 2015, preferably before 4.00 p.m. CET.

In order to participate in the AGM, shareholders with nominee-registered shares
should request their bank or broker to have the shares temporarily owner
-registered with Euroclear Sweden AB by Thursday 19 March 2015. Shareholders
therefore are requested to notify their nominees in due time before the said
date.

NOTICE OF ATTENDANCE

Notice of attendance shall be made in writing to Getinge AB, “AGM”, P.O. Box
7841, SE-103 98 Stockholm, Sweden, or by telephone +46 10 335 08 18, or on the
company’s website, www.getingegroup.com. The notice of attendance shall state
name, personal (or corporate) identity number, shareholding, telephone number
and name of advisor, if any. An entrance card to be shown when registering for
the AGM will be sent in confirmation of the notice of attendance. Shareholders
represented by proxy should submit a power of attorney to the company before the
AGM. A proxy form pursuant to the provisions in Chapter 7, section 54 a of the
Swedish Companies Act is available at the company and on the company’s website,
www.getingegroup.com. Representatives of a legal entity shall present a copy of
the certificate of registration or similar document of authorisation.

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 two persons to approve the minutes
 6. Determination of compliance with the rules of convocation
 7. Presentation of

(a)      the Annual Report and the Auditor’s Report

(b)      the Consolidated Accounts and the Group Auditor’s Report

(c)      the statement by the auditor on the compliance of the Guidelines for
Remuneration to Senior Executives applicable since the last AGM

(d)      the Board’s proposal for distribution of the company’s profit and the
Board’s reasoned statement thereon

 1. Report on the work of the Board of Directors, including the work and
functions of the Remuneration Committee and the Audit Committee
 2. The CEO’s report
 3. Resolution regarding adoption of the Income Statement and the Balance Sheet
as well as the Consolidated Income Statement and the Consolidated Balance Sheet
 4. Resolution regarding dispositions in respect of the Company’s profit
according to the adopted Balance Sheet and determination of record date for
dividend
 5. Resolution regarding discharge from liability for the Board of Directors and
the CEO
 6. Establishment of the number of Board members
 7. Establishment of fees to the Board of Directors (including fees for work in
Committees)
 8. Election of the Board of Directors
 9. Resolution regarding Guidelines for Remuneration to Senior Executives
10. Closing of the Meeting

PROPOSALS BY THE NOMINATION COMMITTEE (item 2 and 13-15)

At the AGM in 2005, principles for the establishment of a Nomination Committee
were adopted, entailing that the Nomination Committee shall consist of the
Chairman of the Board, representatives of each of the company’s five largest
shareholders per 31 August each year and one representative of the minor
shareholders. The Nomination Committee in respect of the 2015 AGM consists of
Carl Bennet (Carl Bennet AB), Marianne Nilsson (Swedbank Robur AB), Per Colleen
(Fjärde AP-fonden), John Hernander (Nordea Fonder), Adam Nyström (Didner & Gerge
Fonder) and Viveka Ekberg as the representative of the minor shareholders.

The Nomination Committee has proposed the following:

Chairman of the AGM: The Chairman of the Board, Carl Bennet, shall be elected
Chairman of the AGM.

Board of Directors: The number of Board members elected by the General Meeting
shall remain unchanged at eight members, with no deputy members. As Board
members, re-election shall be made of Carl Bennet, Johan Bygge, Cecilia Daun
Wennborg, Carola Lemne, Malin Persson, Johan Stern and Maths Wahlström. Alex
Myers shall be elected new member of the Board. As Chairman of the Board, Carl
Bennet shall be re-elected. Johan Malmquist has declined re-election.

Alex Myers (born 1963; Bachelor of Arts, Organizational Behavior, Yale
University) takes over as CEO and President of Getinge in connection with the
Annual General Meeting. Alex Myers comes from the position as CEO and President
of Hilding Anders, but he has previously worked in Getinge Group as CEO of
ArjoHuntleigh and Business Area Manager of Extended Care from 2009 - 2013.
Before then he was a member of the group management of Carlsberg for ten years,
the last five as manager of the Western European markets. Alex Myers is also a
board member of Duni AB.

Board and Committee fees: Board fees, excluding remuneration for Committee work,
shall amount to a total of SEK 4,400,000 of which SEK 1,100,000 to the Chairman
and SEK 550,000 to each of the other Board members elected by the General
Meeting who are not employees of the Getinge group. 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. Work in the Remuneration Committee shall be compensated with
SEK 125,000 to the Chairman and SEK 92,000 to each of the other members.

DIVIDEND (item 11)

The Board and the CEO have proposed that a dividend of SEK 2.80 per share be
declared. As record date for the dividend the Board proposes Friday 27 March
2015. If the AGM resolves in accordance with the proposal, the dividend is
expected to be distributed by Euroclear
Sweden AB starting Wednesday 1 April 2015.

tHe board’s proposal regarding guidelines for remuneration to senior executives
(item 16)

The Board proposes that the AGM resolves upon guidelines for remuneration to
senior executives principally entailing 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. In addition to the variable remuneration, approved share or share
-related incentive programs may occasionally be implemented. The Board shall
retain the right to deviate from the guidelines if motivated by particular
reasons on an individual basis.

DOCUMENTS AND OTHER INFORMATION

Financial statements, Auditor’s Report and other documents pursuant to item 7,
the Board’s reasoned statement under item 11 and the complete proposal for the
resolution under item 16 will be available at the company and on the company’s
website, www.getingegroup.com, as from Wednesday 4 March 2015 at the latest and
will be sent to shareholders upon request. Copies will also be available at the
AGM.

The Board and the CEO shall at the AGM, if any shareholder so requests and the
Board 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.

The total number of shares in the company amounts to 238,323,377, whereof
15,940,050 shares of series A and 222,383,327 shares of series B. The total
number of votes in the company amounts to 381,783,827.

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Gothenburg in February 2015

The Board of Directors of Getinge AB (publ)

Getinge Group is a leading global provider of products and systems that
contribute to quality enhancement and cost efficiency within healthcare and life
sciences. We operate under the three brands of ArjoHuntleigh, Getinge and
Maquet. ArjoHuntleigh focuses on patient mobility and wound management
solutions. Getinge provides solutions for infection control within healthcare
and contamination prevention within life sciences. Maquet specializes in
solutions, therapies and products for surgical interventions, interventional
cardiology and intensive care.

The information is such that Getinge AB must disclose in accordance with the
Swedish Securities Market Act and/or the Financial Instruments Trading Act.

Attachments

02184675.pdf