H & M Hennes & Mauritz AB: NOTICE OF ANNUAL GENERAL MEETING

Shareholders in H & M Hennes & Mauritz AB (publ) (556042-7220) are hereby invited to the annual general meeting (AGM) to be held at 15.00 CEST on Thursday, 4 May 2023 in the Erling Persson Hall, Aula Medica, Karolinska Institutet, Nobels väg 6 in Solna. Check-in for the AGM will open at 14.00 CEST.

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:

bothbe entered in the company's register of shareholders kept by Euroclear Sweden AB in their own name, as recorded on Tuesday, 25 April 2023,

andnotify their intention to attend the annual general meeting no later than Thursday, 27 April 2023, either in writing to the address H & M Hennes & Mauritz AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm (mark the envelope "AGM 2023")or by telephone to +46(0)8 402 9048 between 09.00-16.00 CEST Monday to Friday, stating that it concerns notice of attendance at the AGM, by email to GeneralMeetingService@euroclear.com (https://d.docs.live.net/7c6876bfa48336bc/Documents/Studio%202019/Project...)or on the company's website at hmgroup.com/agm.
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 27 April (this replaces passes for the meeting).

Participation via postal voting

Shareholders who wish to participate in the AGM through postal voting must:

bothbe entered in the company's register of shareholders kept by Euroclear Sweden AB in their own name, as recorded on by Tuesday, 25 April 2023,

andregister their participation no later than Thursday, 27 April 2023 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 "AGM 2023") or by email to GeneralMeetingService@euroclear.com,so that the postal vote is received by Euroclear Sweden AB no later than that day. Shareholders may also cast their postal 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 April 2023.

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 27 April 2023 will be taken into account when preparing the register of shareholders.

Proxies

As usual, it will be possible to be represented at the meeting by a proxy. A proxy form is available on the website at hmgroup.com/agm.

Information at the AGM

H&M is aware that many shareholders would like to ask questions about the company, and H&M welcomes such questions and encourages those who wish to raise general questions about the company to contact H&M; see contact details below. 

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:

H & M Hennes & Mauritz AB
c/o Euroclear Sweden AB,
Box 191, 101 23 Stockholm (mark the envelope "Questions AGM 2023")

Sweden

or

by email:

Hm4may@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

1. Opening of the AGM.
2. Election of a chair for the AGM.
3. Establishment and approval of voting list.
4. Approval of the agenda.
5. Election of people to check the minutes.
6. Examination of whether the meeting was duly convened.
7. 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.
8. Comments by auditor, chair of the board and CEO, and questions from shareholders to the company's board and management.
9. Resolutions
a. Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
b. Distribution of the company's earnings in accordance with the adopted balance sheet and record date.
c. Discharge of the members of the board and the CEO from liability to the‭ company. ‬‬‬‬‬‬‬‬‬‬

10. Establishment of the number of board members and auditors.
11. Establishment of fees to the board and auditors.
12. Election of board members and chair of the board.

The nomination committee proposes:

12.1 Stina Bergfors

12.2 Anders Dahlvig

12.3 Danica Kragic Jensfelt

12.4 Lena Patriksson Keller

12.5 Karl-Johan Persson

12.6 Christian Sievert

12.7 Niklas Zennström

12.8 Christina Synnergren

12.9 Chair of the board: Karl-Johan Persson

13. Election of auditor.
14. Presentation of the board's remuneration report for approval.
15. Resolution to reduce the share capital through the cancellation of treasury shares and to increase the share capital through a bonus issue.
16. Resolution authorising the board to make decisions concerning purchase of own shares.
17. Shareholder proposal submitted by Daniel Sommerstein on instructing the board and CEO to launch Fairtrade-labelled clothing.
18. Shareholder proposal submitted by Fair Action calling for action by the board in respect of workers in H&M's supply chain.
19. Shareholder proposal submitted by Fondazione Finanza Etica on reporting exposure to GM and organically produced cotton respectively etc.
20. Shareholder proposal submitted by People for the Ethical Treatment of Animals (PETA) that the general meeting strongly encourages the board to prepare a report on the slaughter methods used to procure down for H&M.
21. Closing of the AGM.

Nomination committee

The current nomination committee comprises Karl-Johan Persson, chair of the board; Stefan Persson (Ramsbury Invest), chair of the nomination committee; Lottie Tham; Joachim Spetz (Swedbank Robur Fonder); and Karin Eliasson (Handelsbanken Fonder).

Resolutions proposed by the nomination committee

Item 2 - Proposed by the nomination committee: the lawyer Andreas Steen is proposed as chair of the AGM.

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 SEK1,850,000; members SEK800,000. It is proposed that the fees for work in the audit committee are SEK300,000 for the chair and SEK200,000 for each of the other members.

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 SEK 8,150,000 compared with the previous year's fees of SEK 7,905,000, which is a 3 percent increase.

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: Stina Bergfors, Anders Dahlvig, Danica Kragic Jensfelt, Lena Patriksson Keller, Karl-Johan Persson, Christian Sievert and Niklas Zennström. Election of Christina Synnergren as a new board member.

Erica Wiking Häger has asked to step down from the board since Mannheimer Swartling Advokatbyrå, where Erica is a partner, has adopted stricter policies regarding external board assignments.

Chair of the board: re-election of Karl-Johan Persson.

Information on the proposed new board member:

Christina Synnergren: born 1978.

Christina Synnergren holds an MSc in Economics and Business from Stockholm School of Economics. Christina has 20 years of experience from management consulting firm BCG (Boston Consulting Group), most recently as Managing Director and Senior Partner. She has also held other leadership positions within BCG, including as a member of the global leadership team for the retail and fashion sector, as well as being a member of BCG's Executive Committee - the decision-making body responsible for managing the entire firm globally. Christina has now chosen to leave BCG and her employment there will end during the first quarter of 2023. Her own shareholding in H&M amounts to 0 shares and related parties' holdings in H&M to 0 shares.

More information on the proposed board members can be found at hmgroup.com.

Item 13 - The nomination committee proposes, in accordance with the recomme...