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Remuneration to Senior Management

Guidelines

The Annual General Meeting of 2011 established guidelines for remuneration to senior management primarily comprising the following: Remuneration and other terms of employment for senior management should be formulated according to market terms and be competitive in markets where Getinge has operations, in order to attract, motivate and retain competent and proficient employees. The complete remuneration package to senior management shall comprise a basic salary, variable remuneration, pension and other benefits. The distribution between basic salary and variable remuneration shall be proportionate to the senior manager’s responsibilities and authority. The variable remuneration should always be limited to a predetermined maximum amount, and should be connected to predetermined and measurable criteria, designed with the aim of promoting the company’s long-term value creation. No variable remuneration will be paid if the pre-tax earnings are negative. The variable remuneration for the President should not exceed 80% of his/her basic salary. Variable remunerations must be based on the achievement of the individual goals set forth by the Board of Directors. Examples of such goals are earnings, volume growth, working capital and cash flow. For other members of senior management, variable remuneration should be based partly on outcomes in their own areas of responsibility, and partly on individually set goals. Apart from the variable remuneration described, from time to time there may come about approved shares or equities-related incentive programs, and the Board of Directors has a right to deviate from the guidelines if there are solitary cases with extenuating circumstances.

Remunerations 2010

Comments on the table: Variable remuneration for the financial year of 2010 pertains to written-off bonuses paid during 2011. Other benefits pertain to company cars, company dwellings, and so forth.

Variable remunerations: The 2010 bonus for the President was based on the achievement of individual goals as set by the Board of Directors. The bonus payment for 2010 was equivalent to 80% of the basic salary. For other members of senior management, the 2010 bonus was based on a combination of the outcome of individual areas of responsibility and personal goals.

Assessment and decision-making process: During the year, the Remuneration Committee has submitted to the Board of Directors recommendations on the principles for remuneration to senior management. The recommendations have included the proportions between fixed and variable remuneration, as well as the scope of possible salary increases. The Remuneration Committee has further proposed criteria for the assessment on the issuing of bonuses, allotments and the scope of the terms for retirement, as well as severance pay. The Board of Directors has discussed the Remuneration Committee’s proposals and come to a decision based on the Committee’s recommendations. The Committee’s work was carried out with the support of external experts on the issue of remuneration levels and structures.

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