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2016-02-25

Getinge Group: NOTICE OF ANNUAL GENERAL MEETING IN GETINGE AB

Press release Göteborg 2016-02-25

The shareholders of Getinge AB (publ) are hereby invited to attend the
Annual General Meeting ("AGM") to be held on Wednesday 30 March 2016
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 Tuesday 22 March 2016, and

- notify the company of their intention to attend the AGM by Tuesday
22 March 2016, 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
Tuesday 22 March 2016. 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

8. Report on the work of the Board of Directors, including the work
and functions of the Remuneration Committee and the Audit Committee

9. The CEO'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. Resolution regarding amendment of the Articles of Association

14. Establishment of the number of board members and auditors

15. Establishment of fees to the Board of Directors (including fees
for work in Committees) and the auditor

16. Election of the 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 Carola Lemne;

e. re-election of Alex Myers;

f. re-election of Malin Persson;

g. re-election of Johan Stern;

h. re-election of Maths Wahlström;

i. new election of Johan Malmquist; and

j. re-election of Carl Bennet as Chairman of the Board

17. Election of auditor

18. Resolution regarding Guidelines for Remuneration to Senior
Executives

19. Resolution regarding (A) implementation of a long-term incentive
program (LTIP 2016) and (B) hedging activities comprising resolution
regarding (1) amendment of the Articles of Association, (2)
authorisation of the Board of Directors to resolve on a directed
issue of series C shares, (3) authorisation of the Board of Directors
to re-purchase issued series C shares and (4) transfer of own Getinge
shares of series B to participants in LTIP 2016

20. Closing of the Meeting

PROPOSALS BY THE NOMINATION COMMITTEE (item 2 and 14-17)

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 2016 AGM consists of Carl Bennet (Carl Bennet AB),
Ossian Ekdahl (Första AP-fonden), Marianne Nilsson (Swedbank Robur
AB), Anders Oscarsson (AMF Försäkring & Fonder), Per Colleen (Fjärde
AP-fonden) and Viveka Ekberg as 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 be nine with no deputy members. As board members,
re-election shall be made of Carl Bennet, Johan Bygge, Cecilia Daun
Wennborg, Carola Lemne, Alex Myers, Malin Persson, Johan Stern and
Maths Wahlström. Johan Malmquist shall be elected new member of the
Board. As Chairman of the Board, Carl Bennet shall be re-elected.

Board member proposed for new election: Johan Malmquist, born in 1961
and a Master of Business Administration. As former President and CEO
of Getinge Group (1997 - March 2015), Johan Malmquist has extensive
experience of the medical technology industry. Before then he was a
Business Area Director (1992-1997) and CEO of one of the group's
French subsidiaries (1990-1992). Prior to joining Getinge in 1990 he
held various positions within the Electrolux Group. Johan Malmquist
is a board member of Elekta AB (publ), Mölnlycke Health Care AB, the
Dunker Foundations and Medvisor AB. He is also a board member of
Chalmers University of Technology Foundation.

Board and committee fees: Board fees, excluding remuneration for
committee work, shall amount to a total of SEK 5,175,000 of which SEK
1,150,000 to the Chairman and SEK 575,000 to each of the other board
members elected by the General Meeting who are not employees of
Getinge Group. Work in the Audit Committee shall, unchanged, 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,
unchanged, be compensated with SEK 125,000 to the Chairman and SEK
92,000 to each of the other members.

Auditor: The registered auditing company Öhrlings
PricewaterhouseCoopers AB shall be re-elected for the period until
the end of the AGM 2017. Fees to the auditor shall be paid in
accordance with approved invoices.

DIVIDEND (item 11)

The Board and the CEO have proposed, unchanged, that a dividend of SEK
2.80 per share be declared. As record date for the dividend the Board
proposes Friday 1 April 2016. If the AGM resolves in accordance with
the proposal, the dividend is expected to be distributed by Euroclear
Sweden AB starting Wednesday 6 April 2016.

THE BOARD'S PROPOSAL REGARDING AMENDMENT OF THE ARTICLES OF
ASSOCIATION (item 13)

In respect of the proposals of the Nomination Committee that the
number of board members elected at the AGM shall be nine and that the
auditor shall be elected for a period of mandate of one year, the
Board of Directors proposes the following amendments of §§ 7 and 8
and some subsequent amendments of § 10 of the Articles of
Association.

Present wording
§ 7
The Board of Directors
The Board of Directors shall, in addition to any members who,
pursuant to

Swedish law, may be appointed other than by a General Meeting of the
Company,

comprise no fewer than three and no more than eight members with a
maximum

of eight deputy members. […]
§ 8
AuditorsThe Company shall have one or two auditors and not more than two
deputy auditors. A registered auditing company may also be selected as the
Company's auditor. The assignment as auditor shall apply until the end of
the Annual General Meeting that is held during the fourth financial year
after the election of the auditor.

Proposed wording
§ 7
The Board of Directors
The Board of Directors shall, in addition to any members who,
pursuant to

Swedish law, may be appointed other than by a General Meeting of the
Company,

comprise no fewer than three and no more than nine members with a
maximum of

nine deputy members. […]
§ 8
AuditorsThe Company shall have one or two auditors and not more than two
deputy auditors. A registered auditing company may also be selected as the
Company's auditor.

The resolution requires support of shareholders representing at least
two-thirds of both the votes cast and the shares represented at the
Meeting.

THE BOARD'S PROPOSAL REGARDING GUIDELINES FOR REMUNERATION TO SENIOR
EXECUTIVES (item 18)

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.

RESOLUTION REGARDING (A) IMPLEMENTATION OF A LONG-TERM INCENTIVE
PROGRAM (LTIP 2016) AND (B) HEDGING ACTIVITIES (item 19)

The Board proposes that the AGM resolves on implementation of a
long-term incentive program ("LTIP 2016") for senior executives and a
number of key employees.

It is proposed that LTIP 2016 shall comprise the Group CEO and CFO and
the executive management (Getinge Executive Team) and other senior
executives and key employees within Getinge Group. The participants
in the LTIP 2016 are below jointly referred to as the "Participants".

In order to hedge the undertakings and costs of Getinge related to
LTIP 2016, the Board further proposes that the Articles of
Association shall be amended to enable Getinge to issue a new,
convertible and redeemable series of shares (C shares), that the
Board shall be authorised to resolve on a new share issue and
repurchase of series C shares and that the AGM resolves on transfer
of series B shares in Getinge to the Participants (see section B
below).

A. Proposal for implementation of LTIP 2016

The Board proposes that the AGM 2016 resolves on implementation of
LTIP 2016 in accordance with the main terms and principles below.

(a) The program shall comprise maximum 439,390 Getinge shares of
series B ("Performance Shares"), of which 87,880 may be transferred
by Getinge in order to hedge cash flow costs, mainly social security
contributions, related to LTIP 2016.

(b) The program is proposed to comprise CEO and CFO (the "CEO/CFO
Program") and the Getinge Executive Team (exclusive of CEO and CFO)
involving 10 people, and additionally a maximum of 75 other senior
executives and key employees in Getinge Group (the "Management
Program").

(c) Subject to the performance and development of certain Performance
Conditions (as defined below) during the financial years 2016-2018
(the "Performance Period"), the Participants will receive Performance
Shares free of charge on the Allotment Date (as defined be...

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