Essity: Notice of the Annual General Meeting

Notice is given to the Shareholders of Essity Aktiebolag (publ) ("Essity") of the Annual General Meeting of Shareholders to be held on Thursday, March 25, 2021

Due to the current pandemic, the Annual General Meeting will, in accordance with temporary legislation, be held only by advance voting (postal voting). Hence, shareholders will not be able to physically attend the Meeting in person or by proxy. Instead, Essity welcomes shareholders to exercise their voting rights at the Meeting by advance voting in the manner described below. Information on the resolutions passed at the Meeting will be disclosed on 25 March 2021, as soon as the outcome of the advance voting has been finally confirmed.

Right to participate

A person who wishes to participate in Essity's Annual General Meeting by advance voting must:

• be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Wednesday, 17 March 2021; and

• give notice of its intention to participate no later than Wednesday, 24 March 2021, by submitting its advance vote in accordance with the instructions under Advance voting below, so that the advance vote is received by Euroclear Sweden AB no later than that day.

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the Meeting. In addition to giving notice of participation by submitting its advance vote, such shareholder must re-register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date Wednesday, 17 March 2021. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such a time in advance as decided by the nominee. Voting rights registration that has been made by the nominee no later than Friday, 19 March 2021, will be taken into account in the presentation of the share register.

Advance voting

Shareholders may exercise their voting rights in the Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form for advance voting must be used. The form is available on Essity's website,www.essity.com. Submission of the form in accordance with the instructions set out below is also considered as notice of participation in the Meeting. The completed form must be received by Euroclear Sweden AB no later than Wednesday, 24 March 2021. The completed form shall be sent to Essity Aktiebolag (publ), "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. A completed form may also be submitted electronically. Electronic submission can be made either through verification with BankID in accordance with instructions at https://anmalan.vpc.se/euroclearproxy, or by sending the completed form by e-mail to GeneralMeetingService@euroclear.com.Shareholders may not provide special instructions or conditions to the advance vote. If so, the entire advance vote is invalid. Further instructions and conditions can be found in the advance voting form.

Proxies

If a shareholder submits its vote through a proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a registration certificate or a corresponding document for the legal entity shall be enclosed with the form. Proxy forms are available upon request and on the company's website, www.essity.com.

Right to request information

The Board of Directors and the President 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 regarding circumstances that may affect the assessment of an item on the agenda, and circumstances that may affect the assessment of the company's or its subsidiaries' financial situation and the company's relation to another company within the group. Requests for such information shall be made in writing to Essity Aktiebolag (publ), Box 200, SE-101 23 Stockholm, Sweden, or by e-mail to ir@essity.com,no later than Monday, 15 March 2021. The information will be disclosed by being held available at Essity Aktiebolag (publ), Klarabergsviadukten 63, Stockholm, Sweden, and on the company's website, www.essity.com, no later than Saturday, 20 March 2021. The information will also be distributed to the shareholder having requested the information and stated its address.

Proposed agenda

1. Election of Chairman of the Meeting.
2. Election of two persons to check the minutes.
3. Preparation and approval of the voting list.
4. Determination of whether the Meeting has been duly convened.
5. Approval of the agenda.
6. Presentation of the annual report and the auditor's report and the consolidated financial statements and the auditor's report on the consolidated financial statements.
7. Resolutions on
a. adoption of the income statement and balance sheet, and of the consolidated income statement and the consolidated balance sheet;
b. appropriations of the company's earnings under the adopted balance sheet and record date for dividend;
c. discharge from personal liability of the Board of Directors and the President for 2020.

8. Resolution on the number of directors and deputy directors.
9. Resolution on the number of auditors and deputy auditors.
10. Resolution on the remuneration to be paid to the Board of Directors and the auditor.
11. Election of directors and deputy directors.
12. Re-election of

i. Ewa Björling
ii. Pär Boman
iii. Annemarie Gardshol
iv. Magnus Groth
v. Bert Nordberg
vi. Louise Svanberg
vii. Lars Rebien Sørensen
viii. Barbara Milian Thoralfsson

New election of

ix. Torbjörn Lööf

12. Election of Chairman of the Board of Directors.
13. Election of auditors and deputy auditors.
14. Resolution on guidelines for remuneration for the senior management.
15. Resolution on approval of the Board's report on remuneration for the senior management.
16. Resolution on authorisation for the Board of Directors to resolve on
a. acquisition of own shares; and
b. transfer of own shares on account of company acquisitions.

17. Resolution on amendments to the Articles of Association.

Proposal for resolution under Item 1

The Nomination Committee proposes Eva Hägg, attorney at law, as Chairman of the Annual General Meeting, or in the event she is prevented from participating, the person appointed by the Nomination Committee.

Proposal for resolution under Item 2

The Board of Directors proposes Madeleine Wallmark, Industrivärden, and Anders Oscarsson, AMF och AMF Fonder, or, if one or both of them are prevented from participating, the person(s) appointed by the Board of Directors, to check the minutes together with the Chairman. The assignment to check the minutes also includes verifying the voting list and that the received advance votes are correctly reflected in the minutes of the Meeting.

Proposal for resolution under Item 3

The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of Essity, based on the general meeting shareholders' register and received advance votes, and verified by the persons assigned to check the minutes.

Proposal for resolution under Item 7 b)

The Board of Directors proposes a dividend for the financial year 2020 of SEK 6.75 per share. As record date for the dividend, the Board of Directors proposes Monday, 29 March 2021. If the Meeting resolves in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Thursday, 1 April 2021.

Proposal for resolution under Item 8­­-13

The Nomination Committee proposes the following:

• The number of directors shall be nine with no deputy directors.
• The number of auditors shall be one with no deputy auditor.
• The remuneration to each director elected by the Meeting and who is not employed by the company is to be SEK 815,000 and the Chairman of the Board of Directors is to receive SEK 2,445,000. Members of the Remuneration Committee are each to receive an additional remuneration of SEK 120,000, while the Chairman of the Remuneration Committee is to receive an additional remuneration of SEK 150,000. Members of the Audit Committee are each to receive an additional remuneration of SEK 280,000, while the Chairman of the Audit Committee is to receive an additional remuneration of SEK 400,000. Remuneration to the auditor is to be paid according to approved invoice.
• Re-election of the directors Ewa Björling, Pär Boman, Annemarie Gardshol, Magnus Groth, Bert Nordberg, Louise Svanberg, Lars Rebien Sørensen and Barbara Milian Thoralfsson and new election of Torbjörn Lööf.

Maija-Liisa Friman is not available for re-election.
 

Torbjörn Lööf, born 1965, technician and holding a position as president of Inter IKEA Holding between 2016-2020. Previously holding positions as president of Inter Ikea Systems between 2013-2016, as president of IKEA of Sweden between 2007-2013, and prior to that various senior positions within IKEA since 1999. He has a background from production, procurement, economy, design, innovation and as a retailer. He has also been chairman of the board of directors in a number of IKEA Group companies between 2013-2016 and member of the board of directors in Inter IKEA Holding between 2016-2020. He is independent in relation to the company, the management and Essity's larger shareholders. His and his closely related persons hold 2000 Essity B-shares.

• Re-election of Pär Boman as Chairman of the Board of Directors.
• Re-election of the registered accounting firm Ernst & Young AB, in accordance with the Audit Committee's recommendation, for the period until the end of the Annual General Meeting 2022. If elected, Ernst & Young AB has announced its appointment of Hamish Mabon as auditor in charge.

Proposal for resolution under Item 14

The Board of Directors proposes - with amendment to the guidelines adopted at the Annual General Meeting 2020 - the following guidelines for remuneration for the senior management.

"These guidelines shall govern remuneration to directors, the President, vice presidents and other senior executives. The guidelines do not include remuneration decided upon by the General Meeting.

Remuneration principles

Successful implementation of the company's business strategy and the fostering of the company's long-term interests, including its sustainability, require that the company is able, through competitive remuneration on market terms, to recruit, incentivise and retain skilled employees. The total remuneration package must therefore be on market terms and competitive on the executive's field of profession, and must be related to the executive's responsibilities, powers and performance. The remuneration may comprise fixed salary, variable remuneration, other benefits and pension. The company's business strategy is presented in the company's Annual and Sustainability Report.

Variable remuneration

Variable remuneration shall be based on results relative to established short-term (one year) and ...