Articles of association

The H&M group’s articles of association are adopted by the general meeting and contain basic information about the company such as what kind of business it will conduct, its share capital, the number of shares issued, the number of directors on the board and how to give notice of the annual general meeting.

The full articles of association, as most recently amended at the annual general meeting held on 7 May 2020, are available here.

Articles of association

 

(556042-7220)

§ 1 The name of the company is H & M Hennes & Mauritz AB. The company is a public company (publ).

§ 2 The object of the enterprise is, directly or indirectly,

- to trade in textiles and ready-to-wear clothing, shoes, accessories, cosmetics, watches, pens, accessories for the home – principally textiles and other similar goods;
- to trade in groceries and to conduct café and restaurant operations;
- to own and manage securities, equipment and real estate;
- to conduct financing activities within the context of the operations stated above; and
- to provide services associated with the activities stated above.

§ 3 The registered office of the board of directors shall be in Stockholm.

§ 4 The share capital shall be a minimum of SEK 72 million and a maximum of SEK 288 million. The number of shares shall be a minimum of 576,000,000 and a maximum of 2,304,000,000. Shares of two classes may be issued: series A and series B. Shares of series A may be issued up to a maximum number of 288,000,000 and shares of series B up to a maximum of 2,016,000,000.

§ 5 The company’s shares shall consist of both series A shares and series B shares. Series A shares are entitled to ten votes and series B shares to one vote. In other respects series B shares shall be equal to series A shares.

§ 6 If the company resolves to issue new shares of two classes, series A and series B, through a cash issue or offset issue, holders of series A and series B shares shall have a preferential right to subscribe for new shares of the same class in proportion to the number of shares already owned by the shareholders (primary preferential right). Shares not subscribed for on the basis of a primary preferential right shall be offered for subscription to all shareholders (subsidiary preferential right). If the number of shares offered in this way is insufficient to meet the demand from holders of a subsidiary preferential right, the shares shall be allocated among the subscribers in proportion to the number of shares already held by them and, to the extent that this is not possible, through the drawing of lots.

If the company resolves to issue new shares of only one class through a cash issue or an offset issue, all shareholders, irrespective of the class of share they hold, shall have a preferential right of subscription to the new shares in proportion to the number of shares already held by them.

If the company decides to issue warrants or convertibles through a cash issue or an offset issue, the shareholders shall have a preferential right to subscribe for warrants as if the issue concerned the shares which may be subscribed for on the basis of the options, or a preferential right to subscribe for convertibles as if the issue concerned the shares for which the convertibles may be exchanged.

The above provisions shall not restrict the company’s right to resolve on a cash issue or an offset issue which is not based on shareholders’ preferential rights.

If the share capital is increased through a bonus issue, new shares of each class will be issued in proportion to the number of shares of the same class as already exist.

Earlier shares of a specific class shall then entitle the shareholder to new shares of the same class. The foregoing shall not restrict the company’s right to issue shares of a new class through a bonus issue, following the requisite amendments to the articles of association.

§ 7 The board of directors appointed by the general meeting shall have no fewer than three and no more than twelve members, with no more than the same number of deputy members.

§ 8 The board of directors shall be authorised to sign for the company, as shall any other person or persons – who may or may not be members of the board – to whom this right is granted by the board of directors.

§ 9 The company shall have one or two auditors and an equivalent number of deputies, or one or two registered audit firms.

§ 10 The company’s financial year shall run from 1 December to 30 November of the following year.

§ 11 General meetings shall be held in Stockholm or in Solna.

§ 12 The notice of the general meeting shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s website. The fact that the meeting has been convened shall be advertised in Svenska Dagbladet and Dagens Nyheter.

§ 13 Shareholders wishing to participate in the proceedings of the general meeting shall give notice of their attendance to the company by the date specified in the notice convening the meeting. The latter day shall not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and shall not be more than five working days before the meeting.

Shareholders may bring one or two assistants to the AGM, but only provided that the shareholder notifies the company of the number of assistants attending in the way specified in the previous paragraph.

§ 14 The annual general meeting shall address the following items of business:

1 Election of a chairman for the meeting;

2 Establishment and approval of voting list;

3 Approval of the agenda;

4 Election of people to check the minutes;

5 Examination of whether the meeting was duly convened;

6 Presentation of the annual accounts and auditor’s report as well as the consolidated accounts and consolidated auditor’s report;

7 Resolutions:

a Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;

b Disposal of the company’s earnings in accordance with the adopted balance sheet;

c Discharge of the members of the board and CEO from liability to the company;

8 Establishment of the number of board members and deputy board members;

9 Establishment of fees to the board and auditors;

10 Election of board members, and election of auditors and deputy auditors;

11 Any other business to be addressed by the meeting in accordance with the Swedish Companies Act or the company’s articles of association.

§ 15 The company’s shares shall be registered in a central securities depository register in accordance with Sweden’s Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

 

The English text above is a translation of the Swedish Articles of Association. In case of any discrepancy, the Swedish original will prevail. 

 

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