NOTICE OF EXTRAORDINARY GENERAL MEETING OF H & M HENNES & MAURITZ AB (publ)

Notice is hereby given of an extraordinary general meeting of H & M Hennes & Mauritz AB (publ) (556042-7220) which is to be held at 4.30 pm on Tuesday 8 March at H&M, Mäster Samuelsgatan 46A, Stockholm.

The purpose of the extraordinary general meeting is to consider a resolution proposed by the board of directors that the articles of association be amended as regards the venue of the company’s general meetings, so that in future it is also possible to hold general meetings in Solna, where the Erling Persson Hall, Aula Medica, Karolinska Institutet is situated.

Notice of attendance
Shareholders who wish to attend the meeting shall
both  be entered in the company’s register of shareholders kept by Euroclear Sweden AB in their own name (not nominee-registered) by Wednesday 2 March 2016
and    notify their intention to attend the meeting by Wednesday 2 March 2016 at the latest, in writing to the address H & M Hennes & Mauritz AB, Carola Ardéhn, 106 38 Stockholm, Sweden, by telephone to +46 (0)8 796 55 00, by fax to +46 (0)8 796 55 44 or on the company’s website at www.hm.com/egm.
The attendance of any assistants (maximum two) is to be notified to the same addresses by the same date.

Shareholders must state in the notice their name, civil identity number or corporate registration number, telephone number (daytime) as well as the number of shares held. In order to attend the meeting shareholders whose shares are nominee-registered must have their shares temporarily registered with Euroclear Sweden AB in their own name. Such re-registration must be effected by Wednesday 2 March 2016. In order to re-register shares in time, shareholders should make the request via their nominee in good time before this date. Such registration may be temporary. Passes for those attending will be sent out from 3 March onwards.

A proxy form is available on the company’s website at www.hm.com/egm.

Agenda
1. Opening of the meeting.
2. Election of a chairman for the meeting.
3. Establishment and approval of voting list.
4. Approval of the agenda.
5. Election of people to check the minutes.
6. Examination of whether the meeting was duly convened.
7. Resolution to amend the articles of association.    
8. Closing of the meeting.


Proposed resolution

Item 7. Resolution to amend the articles of association.
The board of directors proposes that the articles of association are amended such that general meetings can also be held in Solna. The reason for the proposed change is that the company wishes to be able to hold future general meetings in the Erling Persson Hall, Aula Medica, Karolinska Institutet in Solna.

§ 11 of the articles of association would then be worded as follows:
“General meetings shall be held in Stockholm or in Solna.”

A further amendment is proposed that is purely formal in nature, namely that “publ” is added at the end of § 1.

§ 1 of the articles of association would then be worded as follows:

§ 1 The registered name of the company is H & M Hennes & Mauritz AB. The company is a public company (publ).
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Information at the general meeting
Shareholders are entitled to certain information at the general meeting. If any shareholder so requests and the board of directors believes that it can be done without material harm to the company, the board of directors and the CEO shall provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relations with another company within the group.

Anyone wishing to submit questions in advance may do so to:

The board of directors of
H & M Hennes & Mauritz AB
Attn: Carola Ardéhn
106 38 Stockholm
Sweden

Or by e-mail to: carola.ardehn@hm.com

Number of shares and votes
There are 194,400,000 class A shares in the company with ten votes per share and 1,460,672,000 class B shares with one vote per share, with the result that the total number of shares in H&M is 1,655,072,000 and the total number of votes is 3,404,672,000.
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Stockholm, January 2016
The Board of Directors
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Contacts:

Press images and background information for editorial use can be downloaded from www.hm.com

The information in this notice is that which H & M Hennes & Mauritz AB (publ) is required to disclose under stock market rules. It was released for publication at 08:10 (CET) on 28 January 2016.

Notice of the extraordinary general meeting is being published on 28 January 2016 on the company’s website at www.hm.com/egm and on 2 February 2016 in the newspapers DN and SvD, as well as in Post- och Inrikes Tidningar on the website of Bolagsverket, the Swedish Companies Registration Office.

H & M Hennes & Mauritz AB (publ) was founded in Sweden in 1947 and is quoted on Nasdaq Stockholm. H&M’s business idea is to offer fashion and quality at the best price in a sustainable way. In addition to H&M, the group includes the brands COS, Monki, Weekday, Cheap Monday, & Other Stories as well as H&M Home. The H&M Group has more than 3,900 stores in 61 markets including franchise markets. In 2015, sales including VAT were SEK 210 billion and the number of employees is more than 148,000. For further information, visit hm.com.

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