Getinge 2022 Annual Report

Getinge 2022 Annual Report Introduction Strategy Corporate Governance Annual Report Sustainability Report Other information Contents Getinge's overall corporate governance structure Getinge's overall corporate governance structure is determined by external regulations and internal frameworks on operational gover- nance. This section describes the external regulations. The internal frameworks are described in more detail later in the Corporate Governance Report. Getinge as a company The company is a Swedish public limited liability company with the business name Getinge AB (publ). The corporate ID No. is 556408- 5032. The registered office of the Board of Directors shall be in the municipality of Gothenburg, Västra Götaland County, Sweden. The head office is located in Gothenburg. The objects of the company's operations shall be to, directly or indirectly through subsidiar- ies, engage in the manufacture and sale of medical technical equipment, and in any other activities compatible therewith. The company's Articles of Association contain no limitation on the number of votes each shareholder can cast at a General Meeting of Shareholders, and they contain no specific provisions for the appointment or dismissal of Board members or on amendments to the Articles of Association. The Articles of Association are available on the Group's website: www.getinge.com. Shares and shareholders The company's Class B shares have been admitted to trading on Nasdaq Stockholm since 1993 and the share is included in the Nasdaq Nordic Large Cap segment and the OMXS30 index. The total number of shares amounts to 272,369,573, of which 18,217,200 are Class A shares with each share carrying entitlement to ten votes and 254,152,373 are Class B shares with each share carrying entitle- ment to one vote. All shares carry the same dividend entitlement. The largest shareholder, Carl Bennet, held 20.0% of the shares outstanding at the end of the 2022 fiscal year and 50.1% of all votes in the company, making him the only direct or indirect shareholder with a holding in the company representing over one tenth of the number of votes for all of the shares in the company. For information about shareholders and the Getinge share, see pages 178-180 in the Annual Report and www.getinge.com. Swedish Corporate Governance Code, Nasdaq Stockholm rules and good practice on the stock market In addition to Swedish legislation, rules and regulations, applicable EU regulations and other applicable laws and regulations, good practice on the stock market and Nasdaq's Rulebook for Issuers, the Group's corporate governance is based on the Swedish Corpo- rate Governance Code (the "Code") and applicable instructions, which are available at www.corporate governanceboard.se. The company complies with the Code's regulations and presents in this report an explanation for any deviation from the Code's regulations in 2022, based on the version of the Code per December 31, 2022. Nasdaq Stockholm's Rulebook for Issuers is available at www.nasdaqomxnordic.com, and the Swedish Securities Council's rulings on good practice on the Swedish stock market are available on www.aktiemarknadsnamnden.se. Good compliance with the Code, no violations of stock market rules or good practice Getinge follows the Code's "comply or explain" principle. In the view of the Board of Directors, Getinge essentially complied with the Code during 2022, but with the single deviation from the Code's rule 2.4 that the Chairman of the Board or any other Board member is not to be Chairman of the Nomination Committee. The Nomination Committee appointed Carl Bennet (Board member but also sole owner of the company's largest shareholder, Carl Bennet AB) as Chairman of the Nomination Committee, since the Nomination Committee found it important to have a representative of the largest shareholder to serve as Chairman of the Nomination Committee. There were no violations of the stock market rules and no violations of good practice on the stock market reported by Nasdaq Stockholm's Disciplinary Committee or the Swedish Securities Council. Main governing bodies within Getinge The main governing bodies within Getinge are: • • Getinge AB (publ)'s General Meeting of Shareholders • The Board of Directors of Getinge AB (publ) President & CEO of Getinge AB (publ), assisted by the Getinge Executive Team 30

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