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 3 May 2016, are available here.

Articles of association

 

(556042-7220)

§ 1 The registered 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 carry on trading in textiles and ready-to-wear clothing, shoes, accessories, cosmetics, watches, pens, accessories for the home – principally textiles and other similar goods;
- to carry on trading in groceries and to carry on 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 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.

Thereby, earlier shares of a specific class shall 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 auditing companies.

§ 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 to attend 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 both be included in the print-out or other presentation of the full share register reflecting the circumstances five working days prior to the general meeting and 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 the voting list;

3 Approval of the agenda;

4 Election of persons to verify the minutes of the meeting;

5 Establishing that the meeting was duly convened;

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

7 Resolutions:

a Approval of the income statement and balance sheet and approval of the consolidated income statement and consolidated balance sheet;

b Allocations in respect of the company’s profit or loss according to the approved balance sheet;

c Discharging the members of the board of directors and the chief executive officer from liability;

8 Stipulating the number of members and deputy members to be appointed to the board of directors;

9 Determining the fees payable to the board of directors and to the auditors;

10 Election of the board of directors and election of the auditors and deputy auditors;

11 Establishment of guidelines for remuneration to senior executives;

12 Any other business to be dealt with by the general 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 the Swedish Act (1998:1479) on the Accounting of Financial Instruments.

 

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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