NOTICE OF H&M’s ANNUAL GENERAL MEETING 2010
Shareholders of H & M Hennes & Mauritz AB (publ) are hereby invited to the Annual General Meeting (AGM) on Thursday 29 April 2010 at 3 p.m., at Victoriahallen, Stockholmsmässan, Älvsjö in Stockholm.
NOTICE OF ATTENDANCE
Shareholders who wish to attend the AGM shall
both be entered in the company’s register of shareholders kept by Euroclear Sweden AB (formerly VPC AB) in their own name (not nominee-registered) by Friday 23 April 2010,
and notify their intention to attend the Annual General Meeting by Friday 23 April 2010, in writing to the address H & M Hennes & Mauritz AB, Carola Echarti-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/arsstamma. The attendance of any assistants 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 re-registered with Euroclear Sweden AB (formerly VPC AB) in their own name. Such re-registration must be complete by Friday 23 April 2010. 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 when notice of attendance is received. A proxy form is available on the company’s website at www.hm.com/arsstamma.
AGENDA
1. Opening of the AGM.
2. Election of a chairman for the AGM.
3. Address by Managing Director Karl-Johan Persson followed by an opportunity to ask questions about the company.
4. Establishment and approval of voting list.
5. Approval of the agenda.
6. Election of people to check the minutes.
7. Examination of whether the meeting was duly convened.
8. a. Presentation of the annual accounts and auditors’ report as well as the consolidated accounts and the consolidated auditors’ report, and auditors’ statement on whether the guidelines for remuneration to senior executives applicable since the last AGM have been followed.
b. Statement by the company’s auditor and the chairman of the Auditing Committee.
c. Statement by the Chairman of the Board on the work of the Board.
d. Statement by the chairman of the Election Committee on the work of the Election Committee.
9. 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 sheets, and record date.
c. Discharge of the members of the Board and Managing Director from liability to the company.
10. Establishment of the number of Board members and deputy Board members.
11. Establishment of fees to the Board and auditors.
12. Election of Board members and Chairman of the Board.
13. Establishment of principles for the Election Committee and election of members of the Election Committee.
14. Resolution on share split and amendment of the articles of association.
15. Resolution on guidelines for remuneration to senior executives.
16. Closing of the AGM.
Election Committee
The current Election Committee comprises Stefan Persson, Chairman of the Board and also chairman of the Election Committee, Lottie Tham, Staffan Grefbäck (Alecta), Jan Andersson (Swedbank Robur Fonder) and Peter Lindell (AMF Pension).
Resolutions proposed by the Election Committee
ELECTION OF A CHAIRMAN FOR THE AGM, item 2
Proposed by the Election Committee: The lawyer Sven Unger is proposed as chairman of the AGM.
BOARD OF DIRECTORS, items 10, 11 and 12
Item 10 – The Election Committee proposes eight Board members with no deputies
(previous year seven Board members and no deputies).
Item 11 – The Election Committee proposes that the Board fees for each member elected by the general meeting remain unchanged: Chairman of the Board SEK 1,350,000; members SEK 375,000; members of the Auditing Committee an extra SEK 75,000; and the chairman of the Auditing Committee an extra SEK 125,000.
If the meeting approves the Election Committee’s proposal for the composition of the Board, and if the number of members of the Auditing Committee remains as before, the total fees will be SEK 4,250,000. The proposed total Board fees represent an increase of SEK 375,000 compared with the previous year since it its proposed that the Board be expanded by an additional member.
It is proposed that, as previously, the auditors’ fees be paid based on the invoices submitted.
Item 12 – The Election Committee proposes the following Board of Directors:
New members: Anders Dahlvig and Christian Sievert.
Re-election of current Board members: Mia Brunell Livfors, Lottie Knutson, Sussi Kvart, Bo Lundquist, Stefan Persson and Melker Schörling.
Chairman of the Board: re-election of Stefan Persson.
Stig Nordfelt has declined re-election.
Information on proposed new Board members:
Anders Dahlvig: born 1957
Primary occupation: Board assignments
Former working experience: CEO and President of the IKEA Group
Significant board assignments: Chairman of the New Wave Group, Member of the board of Kingfisher plc
Shareholding in H&M: 4,500 shares
Christian Sievert: born 1969
Primary occupation: CEO of Segulah
Significant board assignments: Member of the boards of AB Segulah, Segulah Advisor AB, Gunnebo Industrier, Swedish Venture Capital Association, SVCA and deputy member of Infocare
Shareholding in H&M: 300 shares
Shares held by related parties: 300 shares
More information on all the proposed Board members can be found at www.hm.com.
ESTABLISHMENT OF PRINCIPLES FOR THE ELECTION COMMITTEE AND ELECTION OF MEMBERS OF THE ELECTION COMMITTEE, item 13
The Election Committee proposes that the 2010 Annual General Meeting passes the following resolutions.
1. That the Annual General Meeting appoint the Chairman of the Board plus Lottie Tham representing Lottie Tham, Liselott Ledin representing Alecta, Jan Andersson representing Swedbank Robur Fonder and Peter Lindell representing AMF Pension as the Election Committee. This Election Committee shall take up its duties immediately. Its term of office shall continue until a new Election Committee is appointed.
2. No fees shall be paid to the members of the Election Committee. The Election Committee may charge to the company any reasonable costs for travel expenses and investigations.
3. Unless the members of the Election Committee agree otherwise, the chairman of the Election Committee shall be the member representing the largest shareholder.
4. The Election Committee shall submit proposals to the 2011 Annual General Meeting for:
a) election of the chairman of the meeting
b) resolution on the number of Board members
c) resolution on Board fees for the Chairman of the Board and for each of the other members of the Board
d) resolution on remuneration for work on the Board committee
e) election of Board members
f) election of Chairman of the Board
g) resolution on fees to the auditors
h) election of Election Committee, or resolution on principles for the establishment of the Election Committee, as well as resolution on instructions for the Election Committee.
5. Should a shareholder represented by Lottie Tham, Liselott Ledin, Jan Andersson or Peter Lindell notify the Election Committee that this shareholder wishes its representative to be replaced (e.g. because the person concerned is no longer employed), the Election Committee shall resolve that the person concerned shall leave the Committee.
6. Should a member leave the Election Committee before its work is complete and the Election Committee deems it necessary to replace this member, the Election Committee shall appoint a new member; in the first instance, a representative of the shareholder that was represented by the departing member, provided that the shareholder remains one of the five largest shareholders in the company.
7. Should a shareholder represented by Lottie Tham, Liselott Ledin, Jan Andersson or Peter Lindell no longer be one of the five largest shareholders in the company, the Election Committee may resolve that the member representing the shareholder shall leave the Committee. In which case, the Election Committee may appoint a new member; in the first instance, a representative of the shareholder that has become one of the five largest shareholders.
8. Should a shareholder invited by the Election Committee to propose a member decline to make a proposal, the Election Committee shall invite the next largest shareholder that did not previously have a representative on the Election Committee.
9. Changes to the composition of the Election Committee shall be published as soon as possible.
Comments: The Election Committee’s proposal for members is based on previously applied principles for the composition of the Election Committee, namely that the Election Committee shall consist of the Chairman of the Board plus four other members representing each of the four largest shareholders in terms of votes, as far as can be ascertained from the register of shareholders, other than the shareholder the Chairman of the Board may represent. In other aspects, the proposal is also based on previously applied principles. The Election Committee’s proposals for the election of members of the Election Committee are based on shareholdings as at 28 February 2010.
Resolutions proposed by the Board
DIVIDEND AND RECORD DATE, item 9 b
The Board has proposed a dividend to the shareholders of SEK 16.00 per share. The Board of Directors has proposed Tuesday 4 May 2010 as the record date. If the resolution is passed, dividends are expected to be paid out by Euroclear Sweden AB on Friday 7 May 2010.
PROPOSED RESOLUTION ON SHARE SPLIT AND AMENDMENT OF THE ARTICLES OF ASSOCIATION, item 14
The Board proposes that the AGM approve a 2:1 share split such that each existing share is split into two shares of the same class and that § 4 of the articles of association is amended in accordance with the proposed wording.
The proposal involves amending § 4 of the articles of association such that the number of shares in the company is a minimum of 576,000,000 and a maximum of 2,304,000,000.
After the split the number of shares in the company will amount to 1,655,072,000, of which 194,400,000 are series A shares and 1,460,672,000 series B shares.
The Board proposes that the AGM authorise the Board to decide the record date for the share split, this date being during the period 20 May – 18 June 2010.
Current wording of § 4 of the articles of association:
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 288,000,000 and a maximum of 1,152,000,000. 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 144,000,000 and shares of series B up to a maximum of 1,008,000,000.
Proposed wording:
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.
PROPOSED RESOLUTION ON GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES, item 15
The term “senior executives” covers the Managing Director, other members of executive management, country managers and other key individuals. The number of individuals covered by the term senior executives is currently around 40.
Compensation for senior executives is based on factors such as work tasks, expertise, position, experience and performance. Senior executives are compensated at what are considered by the company to be competitive market rates.
H&M is present in more than 30 countries and the levels of compensation may therefore vary from country to country. Senior executives receive a fixed salary, pension benefits and other benefits such as car benefits. The largest portion of the remuneration consists of the fixed salary. For information on variable components, see the section below.
In addition to the ITP plan, executive management and certain key individuals are covered by either a defined benefit or defined contribution pension plan. The retirement age for these individuals varies between 60 and 65 years. Members of executive management and country managers who are employed by a subsidiary abroad are covered by local pension arrangements and a defined contribution plan. The retirement age for these is in accordance with local retirement age rules. The cost of these commitments is partly covered by separate insurance policies.
The period of notice for senior executives varies from three to twelve months.
No severance pay is payable within H&M, except in the case of the Managing Director.
PENSION TERMS ETC. FOR THE MANAGING DIRECTOR
The retirement age for the Managing Director is 65. The Managing Director is covered by the ITP plan and a defined contribution plan. The total pension cost shall not exceed a total of 30 percent of the Managing Director’s fixed salary. The Managing Director is entitled to 12 months’ notice. In the event the company cancels the employment contract, the Managing Director will receive severance pay of an additional year’s salary.
VARIABLE REMUNERATION
The Managing Director, country managers, certain senior executives and certain key individuals are included in a bonus scheme. The size of the bonus per person is based on 0.1 percent of the increase in the dividend approved by the Annual General Meeting and the fulfilment of targets in their respective areas of responsibility. The maximum bonus per person and year has been set at SEK 0.3 m net after tax. Net after tax means that income tax and social fees are not included in the calculation. In the case of the Head of Sales, the bonus is based on 0.2 percent of the dividend increase, with a maximum of SEK 0.6 m net after tax. For the Managing Director, the bonus is 0.3 percent of the dividend increase up to a maximum of SEK 0.9 m net after tax. The bonuses that are paid out must be invested entirely in shares in the company, which must be held for at least five years. Since H&M is present in markets with varying personal income tax rates, the net model has been chosen because it is considered fair that the recipients in the different countries should be able to purchase the same number of H&M shares for the amounts that are paid out.
In individual cases other members of executive management, key individuals and country managers may, at the discretion of the Managing Director and the Chairman of the Board, receive one-off payments up to a maximum of 30 percent of their fixed yearly salary.
MISCELLANEOUS
The Board of Directors may deviate from these guidelines in individual cases where there is a particular reason for doing so.
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Number of shares and votes
The total number of shares in H&M is 827,536,000. The total number of votes is 1,702,336,000.
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The Annual Report for 2009 will be published at www.hm.com on 25 March 2010. It will then be available at H&M’s head office, Mäster Samuelsgatan 46A, 106 38 Stockholm and will be sent out to shareholders submitting such a request and stating their postal address. The Annual Report will be presented at the meeting, as will the auditors’ report, auditors’ statement and the Board’s reasoned statement concerning payment of dividend.
Stockholm, March 2010
The Board of Directors
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Contact persons:
Kristina Stenvinkel, Head of Communications, +46 (0)8-796 3908, +46 (0)70-796 5440
Nils Vinge, Head of Investor Relations, +46 (0)8-796 5250, +46 (0)70-796 5250
Jan Andersson, Member of the Election Committee, +46 (0)8-583 57470, +46 (0)76-139 5500
Press images and background information for editorial use can be downloaded at www.hm.com
The information in this notice is that which H & M Hennes & Mauritz AB (publ) is required to disclose under the Securities Exchange and Clearing Operations Act. It was released for publication at 08:00 (CET) on 24 March 2010.
The notice of the Annual General Meeting will be published on 24 March on the company’s website www.hm.com/arsstamma and on 26 March 2010 in the newspapers DN, SvD and Post- och Inrikes Tidningar on the website of Bolagsverket, the Swedish Companies Registration Office.