Shareholders in
Due to the general security situation
The board of directors has decided to allow shareholders to exercise their voting rights by post prior to the general meeting in accordance with the company's articles of association.
Right to participate and notification of attendance
Participation at the meeting venue
Shareholders who wish to attend the AGM at the meeting venue in person or by proxy must:
both be entered in the company's register of shareholders kept by
and notify their intention to attend the annual general meeting no later than Friday,
The attendance of any assistants (maximum two) is to be notified to the same addresses etc. by the same date.
Shareholders must state in the notification their name, personal identity number or corporate identity number and their telephone number (daytime), as well as the number of shares held and number of assistants attending, if any. Confirmation by text message from the sender "H&M" will be sent out starting from
Participation via postal voting
Shareholders who wish to participate in the AGM through postal voting must:
both be entered in the company's register of shareholders kept by
and register their participation no later than Friday,
A special form is to be used for postal voting. The form is available on the company's website at hmgroup.com/agm. Shareholders that are participating only through postal voting are not required to register for the meeting separately.
Shareholders who wish to attend the meeting at the venue, either in person or by proxy, must notify this in accordance with the instructions given above under the heading Right to participate and notification of attendance - Participation at the meeting venue. This means that notification solely via postal voting is not sufficient for those who wish to participate in the meeting at the venue.
A proxy form must be enclosed with the postal voting form if the shareholder is voting via a proxy. A proxy form will be provided by the company on request and is also available on the company's website at hmgroup.com/agm. 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 postal 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 have their shares re-registered in their own name in order to be entitled to participate in the AGM. Such registration may be temporary (known as voting right registration). Voting right registration that has been completed by
Proxies
As usual, it will be possible to be represented at the meeting by a proxy. Proxy forms are available on the company's website at hmgroup.com/agm.
Information at the AGM
Shareholders are entitled to certain information at the AGM. 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 on circumstances that may affect the assessment of an item on the agenda, on circumstances that may affect the assessment of the financial situation of the company or its subsidiaries, and on the company's relations with another company within the group.
Anyone wishing to submit questions in advance may do so as follows:
by post:
c/o
Box 191, 101 23 Stockholm (mark the envelope "Questions AGM 2024")
or
by email:
Hm3may@hm.com
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
PROPOSED AGENDA
- Opening of the AGM.
- Election of a chair for the AGM.
- Establishment and approval of voting list.
- Approval of the agenda.
- Election of people to check the minutes.
- Examination of whether the meeting was duly convened.
- Presentation of the annual and sustainability report and the auditor's report, as well as the consolidated accounts and consolidated auditor's report, and auditor's statement on whether the guidelines for remuneration of senior executives applicable since the last AGM have been followed
- Comments by auditor, chair of the board and CEO, and questions from shareholders to the company's board and management.
-
Resolutions
- Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
- Distribution of the company's earnings in accordance with the adopted balance sheet, and record date.
- Discharge of the members of the board and the CEO from liability to the company.
- Establishment of the number of board members and auditors.
- Establishment of fees to the board and auditors.
- Election of board members and chair of the board.
The nomination committee proposes:
12.1
12.2
12.3 Danica Kragic Jensfelt
12.4 Lena Patriksson Keller
12.5
12.6
12.7 Christina Synnergren
12.8
12.9 Chair of the board:
- Election of auditor.
- Presentation of the board's remuneration report for approval.
- Resolution to reduce the share capital through the cancellation of treasury shares and to increase the share capital through a bonus issue.
- Resolution authorising the board to make decisions concerning purchase of own shares.
-
Shareholder proposal from
Andreas Nilsson et al. concerning zero tolerance of clothes as waste in 2025. -
Shareholder proposal from
Janitha Pallin calling for the board to prepare a report on costs toH&M 's reputation and estimated lost sales of clothing containing down. - Closing of the AGM.
Nomination committee
The current nomination committee comprises
Resolutions proposed by the nomination committee
Item 2 - The nomination committee proposes that lawyer
Item 10 - The nomination committee proposes eight board members with no deputies. The nomination committee proposes that one auditor be elected.
Item 11 - The nomination committee proposes that the board fees for each member elected by the general meeting are distributed as follows: chair of the board
If the meeting approves the nomination committee's proposal for the composition of the board, and if the number of members of the audit committee remains as previously, the total fees will be
It is proposed that the auditor's fees be paid based on approved invoices.
Item 12 - The nomination committee proposes the following board of directors:
Re-election of the following current board members:
Chair of the board: re-election of
Information on the proposed new board member:
Her own shareholding in
More information on the proposed board members can be found at hmgroup.com.
Item 13 - The nomination committee proposes, in accordance with the recommendation by the audit committee, that registered accounting firm
Resolutions proposed by the board
VOTING LIST, item 3
The voting list proposed for approval is the voting list established by
DIVIDEND AND RECORD DATE, item 9 b
The board proposes that the 2024 annual general meeting approves a dividend to the shareholders of
PROPOSAL BY THE BOARD THAT THE MEETING RESOLVE TO REDUCE THE SHARE CAPITAL THROUGH THE CANCELLATION OF TREASURY SHARES AND TO INCREASE THE SHARE CAPITAL THROUGH A BONUS ISSUE, item 15
The board proposes that the annual general meeting resolves to decrease the share capital, for allocation to non-restricted equity, by cancelling the 19,144,612 class B treasury shares repurchased as part of
To restore the share capital following the decrease in the share capital, the board proposes that the annual general meeting at the same time resolves to increase the share capital by
Statement pursuant to chapter 20 § 13 of the Swedish Companies Act: The effect of the board's proposal to decrease the share capital is that the share capital and restricted equity decrease by
RESOLUTION AUTHORISING THE BOARD TO MAKE DECISIONS CONCERNING PURCHASE OF OWN SHARES, item 16
As part of creating further flexibility with regard to the group's capital structure, the board proposes that the annual general meeting resolve to authorise the board of directors to decide on purchases of the company's own Series B shares as follows:
The board is authorised to make purchases of the company's Series B shares on as many occasions as it deems appropriate in the period up to and including the 2025 annual general meeting; the number of shares purchased must at no time result in the company's holding exceeding 10 percent of all the shares in the company. The purchases are to be made on Nasdaq Stockholm at a price per share within the price interval applicable at the time of acquisition. The purpose of the authorisation is to enable the board to adjust the company's capital structure. This will be one of the tools that the board can choose to use if surplus liquidity is identified. If the authorisation is used, the board proposes that the annual general meeting resolve to cancel the shares repurchased by the company.
Required majority
For the resolutions in items 15 and 16 to be passed the proposal must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Other proposed resolutions etc.
Item 9b
Shareholder
Item 17
Shareholder proposal from
"That the annual general meeting adopt zero tolerance of clothes as waste in 2025
By 2025
Item 18
Shareholder proposal from
"Given the immense cruelty to birds exploited and killed for down as well as documented violations of industry standards, national laws, and globally recognized best practices that are endemic to the industry, the Board is strongly encouraged to prepare a report examining any costs to
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Number of shares and votes
There are 194,400,000 class A shares in the company with 10 votes per share and 1,435,286,837 class B shares with one vote per share, with the result that the total number of shares in
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The annual and sustainability report for 2023 was published on the company's website at hmgroup.com/agm on
The annual and sustainability report is available at
Correspondence from shareholders proposing the resolutions in items 9 b, 17 and 18 is available at
The Board of Directors
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Contacts:
Press images and background information for editorial use can be downloaded from hmgroup.com/media.
The notice of the annual general meeting is being published on
On
https://news.cision.com/h---m-hennes---mauritz-ab/r/notice-of-annual-general-meeting,c3953161
https://mb.cision.com/Main/769/3953161/2699251.pdf
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