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Expert Corporate Governance Service (ECGS)
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Etude l' AG du 15/08/2017

In general, Getinge is in compliance with the Swedish regulations relating to the organisation and procedures of an Extraordinary General Meeting.
 
Under ITEM 7, it is proposed to add a conversion clause, providing the opportunity to convert series A shares into series B shares, to the Company's Articles of Association. As a matter of principle, we welcome the addition of such a conversion clause. The clause is intended to facilitate the spin-off of the Company's Acute Care Therapies business ("Arjo") to its shareholders. Under the Swedish Companies Act conversion is only possible on a 1:1 basis. We recommend support.
 
Under ITEM 8, authority is sought to issue shares (with respecting shareholders' pre-emptive rights). In aggregate, the authorisation requested is limited to SEK 4.0 billion, corresponding to approximately 12.0% of the Company's share capital, and thereby meets our guidelines. We furthermore deem the proposal sufficiently motivated. Hence, we recommend approval.

Underlying
Getinge AB B

Getinge is engaged in three business areas: Medical Systems, Extended Care and Infection Control. Medical System's product range includes surgical tables, surgical lamps, telemedicine, perfusion products, instruments for bypass operations, ventilators, anesthesia systems, synthetic vascular implants and stents. Extended Care's product range includes bathing and shower solutions, lifting equipment and mattresses for the treatment and prevention of pressure ulcers, as well as service and consulting. Infection Control's product range comprises disinfectors, sterilizers, information technology systems and related equipment, as well as service and consulting.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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