Notice convening the Extraordinary General Meeting of Essity Aktiebolag on October 28, 2020
Essity Aktiebolag (publ) (”Essity”) gives notice of the Extraordinary General Meeting to be held on Wednesday, October 28, 2020.
In order to reduce the spread of infection and to comply with regulations and general guidelines issued by the authorities, the Extraordinary General Meeting will, in accordance with temporary legislation, be held only by advance voting (postal voting). Shareholders will not be able to physically attend the Meeting in person or by proxy. Instead, Essity welcomes shareholders to exercise their voting rights at the Meeting by advance voting in the manner described below. Information on the resolutions passed at the Meeting will be disclosed on October 28, 2020, as soon as the outcome of the advance voting has been finally confirmed.
Right to participate
Shareholders who wish to participate at the Extraordinary General Meeting by advance voting must:
- be recorded in the shareholders’ register maintained by Euroclear Sweden AB as of Tuesday, October 20, 2020, and
- give notice of their intention to participate no later than Tuesday, October 27, 2020 by submitting their advance votes in accordance with the instructions under Advance voting below, so that the advance vote is received by Euroclear Sweden AB no later than that day.
For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate at the Meeting. In addition to giving notice of participation by submitting its advance vote, such shareholder must re-register its shares in its own name so that the shareholder is registered in the shareholders’ register maintained by Euroclear Sweden AB as of the record date Tuesday, October 20, 2020. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must request that the nominee make such registration. Voting rights registration that has been requested by the shareholder in such time that the registration has been completed by the nominee no later than Thursday, October 22, 2020 will be taken into account in the preparation of the shareholders’ register.
Advance voting
Shareholders may exercise their voting rights at the Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form for advance voting must be used. The form is available on Essity’s website, www.essity.com. Submission of the form in accordance with the instructions set out below is also considered as notice of participation at the Meeting.
The completed form must be received by Euroclear Sweden AB no later than Tuesday, October 27, 2020.
The completed form shall be sent to Essity Aktiebolag (publ), c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. A completed form may also be submitted electronically. Electronic submission can be made either through verification with BankID in accordance with instructions at https://anmalan.vpc.se/euroclearproxy, or by sending the completed form by e-mail to GeneralMeetingService@euroclear.eu.
Shareholders may not provide special instructions or conditions to the advance vote. If so, the entire advance vote is invalid. Further instructions and conditions can be found in the advance voting form.
Proxies
If a shareholder votes in advance through a proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a registration certificate or a corresponding document for the legal entity shall be enclosed with the form. Proxy forms are available upon request and on the company’s website, www.essity.com.
Right to request information
The Board of Directors and the President shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. Requests for such information shall be made in writing to Essity Aktiebolag (publ), Box 200, 101 23 Stockholm, Sweden, or by e-mail to ir@essity.com, no later than Sunday, October 18, 2020. The information will be disclosed by being held available at Essity Aktiebolag (publ), Klarabergsviadukten 63, Stockholm, Sweden, and on the company’s website, www.essity.com, no later than Friday, October 23, 2020. The information will also be distributed to the shareholder having requested the information and stated its address.
Proposed agenda
1. Election of Chairman of the Meeting
2. Election of two persons to check the minutes
3. Preparation and approval of the voting list
4. Determination of whether the Meeting has been duly convened
5. Approval of the agenda
6. Resolution on appropriations of the company’s earnings and record date for dividend
Proposal for resolution under Item 1
The Board of Directors proposes Eva Hägg as Chairman of the Meeting, or in the event she is prevented from participating, the person appointed by the Board of Directors.
Proposal for resolution under Item 2
The Board of Directors proposes Anders Oscarsson, AMF and AMF Fonder, and Madeleine Wallmark, AB Industrivärden, or if one or both of them are prevented from participating, the person(s) appointed by the Board of Directors, to check the minutes together with the Chairman. The assignment to check the minutes also includes verifying the voting list and that the received advance votes are correctly reflected in the minutes of the Meeting.
Proposal for resolution under Item 3
The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the general meeting shareholders’ register and received advance votes, and verified by the persons assigned to check the minutes.
Proposal for resolution under Item 6
The Board of Directors proposes a dividend for the financial year 2019 of SEK 6.25 per share. As record date for the dividend, the Board of Directors proposes Friday, October 30, 2020. If the Meeting resolves in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Wednesday, November 4, 2020.
According to the most recently adopted balance sheet dated December 31, 2019, Essity’s equity totalled SEK 90,292 million, of which unrestricted equity amounted to SEK 87,942 million. On the same date, the Group’s equity amounted to SEK 62,801 million. The amount available for distribution under Chapter 17, Section 3 of the Swedish Companies Act, which as of December 31, 2019 amounted to SEK 87,942 million, remains unchanged.
Documentation
The Board of Directors’ complete dividend proposal is set out above. The annual and sustainability report for the financial year 2019, including the auditor’s report, the Board of Directors’ reasoned statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, as well as the Board of Directors’s report and the auditor’s statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act, will be available at the company and on the company’s website, www.essity.com, no later than Wednesday, October 7, 2020. The documents are presented by being held available at the company and on the company’s website. They will also be distributed free of charge to shareholders upon request and notification of postal address. The general meeting shareholders’ register will be available at the company’s headquarters, Klarabergsviadukten 63, Stockholm, Sweden.
Shares and votes
The total number of shares in the company amounts to 702,342,489 shares, of which 61,735,252 are class A shares and 640,607,237 are class B shares, representing a total of 1,257,959,757 votes. The class A share carries ten votes and the class B share carries one vote. The information pertains to the circumstances as per the time of issuing this notice.
Processing of personal data
For information on how your personal data is processed, please see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Essity Aktiebolag (publ) has reg.no. 556325-5511 and its registered office in Stockholm, Sweden.
Stockholm in September 2020
Essity Aktiebolag (publ)
The Board of Directors
For further information, please contact:
Per Lorentz, Vice President Corporate Communications, +46 8 788 52 51, per.lorentz@essity.com
Johan Karlsson, Vice President Investor Relations, +46 8 788 51 30, johan.ir.karlsson@essity.com
Essity is a leading global hygiene and health company. We are dedicated to improving well-being through our products and services. Sales are conducted in approximately 150 countries under the leading global brands TENA and Tork, and other strong brands, such as JOBST, Leukoplast, Libero, Libresse, Lotus, Nosotras, Saba, Tempo, Vinda and Zewa. Essity has about 46,000 employees. Net sales in 2019 amounted to approximately SEK 129bn (EUR 12.2bn). The company’s headquarters is located in Stockholm, Sweden, and Essity is listed on Nasdaq Stockholm. Essity breaks barriers to well-being and contributes to a healthy, sustainable and circular society. More information at www.essity.com.
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