Annual General Meeting of Getinge AB (publ)


Annual General Meeting of Getinge AB (publ) 

At the Annual General Meeting of Getinge AB held on 17 April 2008 the following
was 
resolved. 

Election of Board of Directors and auditors

Carl Bennet was re-elected Chairman of the Board of Directors, Johan Bygge, Rolf
Ekedahl, Carola Lemne, Johan Malmquist, Margareta Norell Bergendal and Johan
Stern were re-elected Board members.

Öhrlings PriceWaterhouseCoopers AB was elected as the Company's auditor, with
Magnus Willfors as principal auditor and Johan Rippe as co-auditor.

Fees to the Board of Directors and auditors

It was resolved that remuneration to the Board of Directors shall amount to a
total of SEK 2,800,000, of which SEK 800,000 will be paid to the Chairman and
SEK 400,000 each to the other Board members elected by the Meeting who are not
employees of the Group. In addition hereto, the Meeting resolved that
remuneration totalling SEK 475,000 will be paid for the work of the Audit
Committee, of which SEK 175,000 to the Chairman and SEK 100,000 each to the
other members, while a total of SEK 250,000 will be paid for the work of the
Remuneration Committee, of which SEK 100,000 will be paid to the Chairman and
SEK 75,000 each to the other members. 

The auditor's fee shall be payable in accordance with approved account.

Dividend

According to the proposal of the Board of Directors and the CEO, the Annual
General Meeting resolved to declare a dividend of SEK 2.40 per share. Tuesday,
22 April 2008 was determined as record date for dividend. 

The Board's Proposal regarding Guidelines for Remuneration to Senior Executives

The Annual General Meeting approved the proposal of the Board regarding
guidelines for remuneration to senior executives. The proposal principally
implies 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 is active to ensure that competent and proficient
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 restricted and based on
predetermined targets. In addition to variable remuneration, approved share or
share-related incentive programs may occasionally be instituted. The Board shall
retain the right to deviate from the guidelines if motivated by particular
reasons on an individual basis. 

Call Option Program

The Annual General Meeting approved the proposal of the Board regarding a call
option program for 2008, which means that the company shall issue and distribute
not more than 625,000 call options to certain senior executives in Sweden and
Germany. The call options shall be acquired at market rate (premium) amounting
to 10 % of the average of the last closing rate of Getinge's series B share over
ten trading days beginning 23 April 2008. The price per share to be paid by the
option holders to acquire a share when exercising a call option (exercise price)
shall correspond to the market price that results from the established premium
and calculation in accordance with the customary valuation model (Black &
Scholes). 

The provision of shares in accordance with the call option program is guaranteed
by the principal shareholder Carl Bennet AB. As remuneration for this guarantee
Carl Bennet AB will receive an amount that corresponds to the premium that
Getinge receives from the option holders. The call options carry entitlement to
acquisition of existing shares and, accordingly, do not result in dilution for
the company's shareholders. 

The Board is considering encouraging participation in the incentive program
through the promise of a cash bonus to be paid a month prior to the maturity of
the options. The bonus will only be paid provided that the participant remains
an employee of Getinge Group. The cash bonus can amount to a maximum of 50 % of
the paid premium.

Approval of Management Buy-Out

According to the proposal of the Board of Directors, the Annual General Meeting
resolved to approve the transfer of all shares in Renray Healthcare Limited from
Huntleigh Renray Limited, an indirectly wholly owned subsidiary, to Renray
Holdings Limited. The Buyer is owned by Graham Silman, Jacqueline Dearden and
Jannson Cartman, who are managers in Renray Healthcare Limited. The transaction
was effected as of 15 January 2008 and the compensation amounted to ₤ 1.

For further information, please contact:

Johan Malmquist, President or Ulf Grunander, CFO 

Getinge 17th April 2008 

Johan Malmquist
President

Pièces jointes

04172618.pdf
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