NOTICE OF GENERAL MEETING
H & M Hennes & Mauritz AB (publ) (556042-7220) will hold an extraordinary general meeting
on 28 October 2021.
In view of the risk of spreading coronavirus, the board of directors has decided to hold the meeting in such a way that participants take part only by postal voting in accordance with § 22 of the Swedish Act (2020:198) on temporary exemptions to facilitate the holding of general meetings of companies and associations. Shareholders can only exercise their voting rights at the meeting by submitting a postal vote in accordance with the instructions below.
Right to participate and notifying participation
Shareholders who wish to participate in the meeting must:
both be entered in their own name in the company’s register of shareholders kept by Euroclear Sweden AB by 20 October 2021,
and notify their participation no later than 27 October 2021 by submitting a completed and signed postal voting form by post to H & M Hennes & Mauritz AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm (mark the envelope “EGM 2021”) or by email to GeneralMeetingService@euroclear.com, so that the postal vote is received by Euroclear Sweden AB by the date stated. Shareholders that are natural persons may also cast their votes electronically, using BankID verification, on Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/. Such electronic votes must be cast no later than 27 October 2021.
A special form is to be used for postal voting. The form is available on the company’s website at hmgroup.com/egm and at the company’s head office at Mäster Samuelsgatan 46A in Stockholm.
A power of attorney must be enclosed with the form if the shareholder is postal voting via a proxy. A power of attorney form will be provided by the company on request and is also available on the company’s website at hmgroup.com/egm. If the shareholder is a legal entity, the form must also be accompanied by a registration certificate or other authorisation document indicating the authorised signatory.
Shareholders must not add any special instructions or conditions to their postal votes. If they do, the votes (i.e. the postal voting in its entirety) will be invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/euroclearproxy.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must re-register their shares in their own name in order to be entitled to participate in the meeting. Such registration may be temporary (known as voting right registration). Voting right registration that has been completed by 22 October 2021 will be taken into account when preparing the register of shareholders.
Information ahead of the meeting
The board of directors and the CEO 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 ahead of the meeting regarding circumstances that may affect the assessment of an item on the agenda.
Shareholders wishing to receive information as described above must make a written request to this effect to the company by 18 October 2021, either by email to EGM2021@hm.com or in writing to the address H & M Hennes & Mauritz AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. The information will be provided by being made available on the company’s website hmgroup.com/egm and at the company’s head office at Mäster Samuelsgatan 46A in Stockholm no later than 23 October 2021. The information will be sent to the shareholder that requested it and stated their address.
Privacy policy for processing of personal data in conjunction with general meeting
For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
AGENDA
1. Opening of the meeting.
2. Election of a chair for the meeting.
3. Election of people to check the minutes.
4. Establishment and approval of voting list.
5. Approval of the agenda.
6. Examination of whether the meeting was duly convened.
7. Resolution on dividend and on record date.
8. Closing of the meeting.
Proposed resolutions
ELECTION OF A CHAIR FOR THE MEETING, item 2
The board proposes the lawyer Sven Unger as chair of the meeting or, if he is prevented from fulfilling this role, the person appointed by the board instead.
ELECTION OF PEOPLE TO CHECK THE MINUTES, item 3
The individuals proposed to check the minutes of the meeting along with the chair are Jan Andersson (of Swedbank Robur fonder) and Advokat Erik Sjöman or, if either or both of these are prevented from fulfilling this role, the person(s) appointed by the board instead.
The duties of those checking the minutes particularly include checking that the voting list has been correctly established and that postal votes received are accurately reproduced in the minutes of the meeting.
ESTABLISHMENT AND APPROVAL OF VOTING LIST, item 4
The voting list that it is proposed be approved under item 4 is the voting list established by Euroclear Sweden AB on behalf of the company, based on the register of shareholders for general meetings and advance votes received, and checked and verified by the persons checking the minutes.
DIVIDEND AND RECORD DATE, item 7
The board proposes a dividend to the shareholders of SEK 6.50 per share. The board proposes 1 November 2021 as the record date. If the resolution is passed at the meeting, the dividend is expected to be sent out by Euroclear Sweden AB on 4 November 2021.
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Documents
The board’s full proposed resolution, the board’s reasoned statement in accordance with Chapter 18 § 4 of the Swedish Companies Act, the annual report and accounts for 2020 and the auditor’s report, as well as the board’s report and the auditor’s statement pursuant to Chapter 18 § 6 of the Swedish Companies Act, are all available on the company’s website hmgroup.com/egm and at the company’s head office at Mäster Samuelsgatan 46A in Stockholm. The documents will also be sent out to those shareholders who request this and state their postal address. The documents will be presented to the meeting by being made available on the company’s website and at its head office. The register of shareholders for general meetings is also available at the company’s head office.
Number of shares and votes
There are 194,400,000 class A shares in the company with 10 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, October 2021
H & M Hennes & Mauritz AB (publ)
The Board of Directors
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Contacts:
Nils Vinge, Head of IR +46 (0)8 796 5250
H&M Group Media Relations +46 (0)8-796 5300 groupmediarelations@hm.com
Press images and background information for editorial use can be downloaded from hmgroup.com/media.
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, & Other Stories, H&M HOME and ARKET as well as Afound. The H&M group has 53 online markets and approximately 4,850 stores in 75 markets including franchise markets. In 2020, net sales were SEK 187 billion. The number of employees amounts to approximately 153,000. For further information, visit hmgroup.com.
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