Notice convening the Annual General Meeting 2025 of Essity Aktiebolag (publ)
Notice convening the Annual General Meeting 2025 of Essity Aktiebolag (publ) |
| [20-February-2025] |
STOCKHOLM, Feb. 20, 2025 /PRNewswire/ -- Notice is given to the shareholders of Essity Aktiebolag (publ) Reg. No. 556325-5511 ("Essity") of the Annual General Meeting to be held on Thursday, 27 March 2025 at 2 p.m. at Stockholm Waterfront Congress Centre, Nils Ericsons Plan 4, Stockholm (registration from 1 p.m.). The shareholders also have the opportunity to exercise their voting rights by voting in advance (so-called postal voting) ahead of the Annual General Meeting. Shareholders may thereby choose to exercise their voting rights at the Annual General Meeting 2025 by attending in person, through a proxy or by advance voting as instructed below. A. Right to participate at the Meeting Shareholders who wish to participate in the Annual General Meeting must
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, 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, 19 March 2025. 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, 21 March 2025, will be considered in the presentation of the share register. B. Notice of participation at the meeting venue in person or by proxy A person who wishes to participate at the meeting venue in person or by proxy must give notice to the company as instructed below:
Name, personal identity number/corporate registration number, address and telephone number, and number of accompanying persons (no more than two), if any, should be stated when notification is given. Shareholders represented by proxy shall issue a written and dated proxy for their representative signed by the shareholder. A proxy is valid one (1) year from its issue date or such longer period as set out in the proxy, however not more than five (5) years. Proxy forms are available upon request and on the company's website, www.essity.com. Anyone representing a legal entity must present a copy of the registration certificate or equivalent authorization document, not older than one (1) year, listing the authorized signatories. To facilitate registration at the Meeting, the proxy as well as the registration certificate and other authorization documents should be sent to the company at the address stated above well in advance of the Meeting and no later than Friday, 21 March 2025. C. Advance voting Shareholders may exercise their voting rights at the Annual General Meeting by voting in advance, so-called postal voting. A person who wishes to attend the meeting venue in person or by proxy must however give notice in accordance with the instructions under section "B. Notice of participation at the meeting venue in person or by proxy" above. This means that a notice of participation only through advance voting is not sufficient for shareholders who wish to attend the meeting venue. A special form must be used for the advance vote. The form is available on Essity's website, www.essity.com. Submission of the form in accordance with the instructions set out below is considered as notice of participation in the Annual General Meeting. The completed form must be received by Euroclear Sweden AB no later than Friday, 21 March 2025. The completed form may be sent to Essity Aktiebolag (publ), "Annual General Meeting", c/o Euroclear Sweden AB, P.O. 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 email to GeneralMeetingService@euroclear.com. Electronic submission must be made no later than Friday, 21 March 2025. Shareholders may not provide specific 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. Shareholders submitting their advance vote by proxy must issue a written and dated proxy for their representative signed by the shareholder, which must be enclosed with the advance voting form. A proxy is valid one (1) year from its issue date or such longer period as set out in the proxy, however not more than five (5) years. Proxy forms are available upon request and on the company's website, www.essity.com. If the shareholder is a legal entity, a registration certificate or equivalent authorization document, not older than one (1) year, listing the authorized signatories shall be appended to the advance voting form. Proposed agenda
Proposal for resolution under Item 1 The Nomination Committee proposes attorney-at-law Eva Hägg as Chairman of the Meeting. Proposal for resolution under Item 2 The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of Essity, based on the Annual General Meeting's share register, shareholders having given notice of participation and being present at the meeting venue and received advance votes. Proposal for resolution under Item 8.b The Board of Directors proposes a dividend for the financial year 2024 of SEK 8.25 per share. As record date for the dividend, the Board of Directors proposes Monday, 31 March 2025. If the Meeting resolves in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Thursday, 3 April 2025. Proposals for resolutions under Items 9–14 The Nomination Committee proposes the following:
Proposal for resolution under Item 16 The Board of Directors proposes that the Annual General Meeting 2025 resolve to approve a cash-based incentive program which is directed to senior management as well as certain other executives and key employees in Essity (the "Program") as follows. In order to encourage a common interest for the participants and the shareholders of long-term good return and the company's ability to recruit and retain key employees, the Board of Directors considers that the company shall have cash-based incentive programs. Such programs should be approved annually and have performance conditions related to (i) the relative value development of Essity's class B share, and (ii) reduction of greenhouse gas emissions. The Board of Directors also considers that there should be a requirement for the participants' own investment in Essity shares and that such shares should be held for a period of at least three years. The Program is exclusively cash-based and will therefore not result in any dilution of the number of shares outstanding. Essity has for a number of years resolved on similar cash-based programs. The programs are described in the company's Annual Reports and in the remuneration reports presented to the Annual General Meeting for approval. The Board of Directors' assessment is that these programs have worked very well. Against this background, the Board of Directors proposes that the Annual General Meeting 2025 resolve on a cash-based incentive program, as further described below. Principal terms and conditions of the Program The proposed Program for 2025–2027 shall be based on the following principal terms and conditions.
Measurement Period and vesting period The Measurement Period for the performance conditions under the proposed Program will cover the financial years 2025–2027. The intention of the Board of Directors is that also future programs shall have a measurement period of three years. In order to receive full Cash Remuneration, employment within the Essity group throughout the vesting period is required. Further, the vesting period, which is three years, shall be combined with a requirement that the Participant must undertake to acquire and hold Essity shares for at least a three-year period after the acquisition, in accordance with above. Required long-term nature of the Program is achieved by the above stated requirements which totals six years. Costs for the Program, dilution, etc. The cost for the Program, including social security charges, covering approximately 400 employees, amounts to a maximum of SEK 290 million assuming full satisfaction of both of the performance conditions for all Participants in the Program. Thus, the cost of the Program amounts to approximately 1.4 percent of Essity's total cost for salaries and remuneration, including social security charges, for the financial year 2024. The Program is cash-based and does not entail any dilution in the number of shares outstanding for the company's shareholders. No hedging arrangements are intended to be made with regard to the Program's financial exposure. Preparations of the proposal The proposed Program has been prepared by Essity's Remuneration Committee. The Remuneration Committee has presented documentation to the Board of Directors, whereafter the Board of Directors has resolved that the Program shall be referred to the Annual General Meeting 2025 for approval. Majority requirements The Annual General Meeting's resolution on approval of the Program requires a simple majority of the votes cast. Other incentive programs in Essity The company's other incentive programs are described in more detail in Essity's report on remuneration for 2024, which is available on the company's website, www.essity.com. Proposal for resolution under Item 17 Essity has, on the basis of an authorization by the Annual General Meeting 2024, acquired own shares. As at the date of issue of the notice, Essity holds 9,288,000 own class B shares, corresponding to approximately 1.3 percent of the total number of shares in the company. The Board of Directors proposes that the Annual General Meeting resolve to amend the maximum and minimum number of shares in the Articles of Association, to reduce the share capital through cancellation of own class B shares, and to increase the share capital through a bonus issue without issuance of new shares, in accordance with items 17 a., b. and c. below. Resolutions under items 17 a., b. and c. are proposed to be taken as a joint resolution. a. Amendment of the Articles of Association The Board of Directors proposes to amend § 5 in the Articles of Association in accordance with the below:
b. Reduction of the share capital through cancellation of own shares The Board of Directors proposes that the Annual General Meeting resolve to reduce the share capital through cancellation of own shares. The purpose of the reduction is allocation to unrestricted equity. The reduction of the share capital shall be made through cancellation of 9,288,000 class B shares that are held by the company. The reduction of the share capital will amount to SEK 31,081,998.96 through the cancellation of 9,288,000 own class B shares. The reduction requires an amendment of the maximum and minimum number of shares in § 5 of the Articles of Association, as set out under item 17 a. above. The resolution to reduce the share capital under this item 17 b. may be effectuated without obtaining an authorization from the Swedish Companies Registration Office or, in disputed cases, a general court's permission, as the company simultaneously effectuates a bonus issue (as set out under item 17 c. below) with an amount corresponding to no less than the amount the share capital is being reduced with as set out above. Combined, these measures entail that neither the company's restricted equity nor its share capital is reduced. c. Bonus issue With the purpose of restoring the share capital after the proposed reduction of the share capital (as set out under item 17 b. above) the Board of Directors proposes that the Annual General Meeting simultaneously resolve on a bonus issue to increase the company's share capital by SEK 31,081,998.96 through a transfer of SEK 31,081,998.96 from the company's unrestricted equity. The bonus issue shall be carried out without the issuance of new shares. Statement by the Board of Directors pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act In view of the Board of Directors' proposal for resolution on reduction of the share capital through cancellation of shares, the Board of Directors hereby issues the following statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act. It follows from the Board of Directors' proposal on reduction of the share capital that the Board of Directors proposes that the company's share capital shall be reduced by SEK 31,081,998.96 through the cancellation of 9,288,000 own class B shares for allocation to unrestricted equity. To achieve a quick and efficient cancellation procedure without the requirement of obtaining the Swedish Companies Registration Office's or a general court's permission, the Board of Directors has also proposed that the Annual General Meeting resolve on restoring the company's share capital to its current amount by increasing the share capital with SEK 31,081,998.96 through a bonus issue without issuance of new shares. The amount is to be transferred from the company's unrestricted equity to the company's share capital. Through the reduction of the share capital due to the cancellation of shares, the company's share capital is reduced by SEK 31,081,998.96 and through the bonus issue the company's share capital is increased by the same amount. The company's restricted equity and share capital will therefore remain unchanged after the implementation of the bonus issue. Following completion of the reduction of the share capital and the bonus issue, the total number of shares in Essity will amount to 693,054,489. Authorization The Board of Directors further proposes that the Annual General Meeting resolve to authorize the Board of Directors, or whom it appoints, to make such minor adjustments to the resolution covering items 17 a., b. and c. above as may be required for registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB and to take such other measures required to execute the resolution. Conditions and majority requirements The resolutions under items 17 a., b. and c. are proposed to be taken as a joint resolution. The Meeting's resolution under item 17 requires the support of shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting. Proposal for resolution under Item 18 The Board of Directors makes the assessment that it would be advantageous for the company to be able to adapt the capital structure and to be able to acquire own shares to be used as payment or financing on account of acquisitions of companies or businesses, and thereby contribute to increased shareholder value. Hence, the Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve on acquisition and transfer of own class B shares on the following main terms and conditions. a. Acquisition of own shares Acquisition of class B shares shall be made on Nasdaq Stockholm at a price within the at each time prevailing price interval for the share on the marketplace, meaning the interval between the highest purchase price and the lowest selling price. Payment for the shares shall be made in cash. The authorization may be exercised on one or several occasions until the Annual General Meeting 2026. A maximum number of class B shares may be acquired such that Essity's holding at each time does not exceed 10 percent of the total number of outstanding shares in Essity. The Board of Directors has issued a statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act. b. Transfer of own shares on account of company acquisitions etc. Transfer of class B shares may be made on Nasdaq Stockholm, as well as outside of Nasdaq Stockholm, with or without deviation from the shareholders' preferential rights and with or without provisions regarding contribution in kind or set-off rights. The shares may be used as payment for acquisitions of companies or businesses or to finance acquisitions of companies or businesses. Transfer may be made of the maximum number of shares held by Essity at the time of the Board of Directors' resolution. The authorization may be exercised on one or several occasions until the Annual General Meeting 2026. Transfers made outside of Nasdaq Stockholm may be made at a minimum price per share corresponding to an amount in close connection with the price of the company's class B shares on Nasdaq Stockholm at the time of the decision of transfer. Transfers made on Nasdaq Stockholm may be made at a price within the each time prevailing price interval of the share. The purpose of the proposed authorizations is to be able to adapt the company's capital structure and to be able to use repurchased shares as payment or financing on account of potential acquisitions of companies or businesses, and thereby contribute to increased shareholder value. Majority requirements The Meeting's resolutions under Item 18 require the support of shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting. The Nomination Committee The Nomination Committee for the Annual General Meeting 2025 is composed of Helena Stjernholm, AB Industrivärden, the Chairman of the Nomination Committee, Anders Hansson, AMF and AMF Fonder, Marianne Nilsson, Swedbank Robur Fonder, Anders Jonsson, Livförsäkringsbolaget Skandia, and Jan Gurander, Chairman of the Board of Essity. Shares and votes The total number of shares in the company amounts to 702,342,489 shares, of which 58,973,654 are class A shares and 643,368,835 are class B shares, representing a total of 1,233,105,375 votes. The class A share carries ten votes, and the class B share carries one vote. Essity holds 9,288,000 own class B shares, which cannot be represented at the Meeting. The information pertains to the circumstances as per the time of issuing this notice. Additional information The Board of Directors' complete proposals for resolutions, including the Board of Directors' statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act, are set out in this notice. The financial statements, the auditor's report, the Board of Directors' statements pursuant to Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, the Board of Directors' report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the senior management, and the auditor's statement pursuant to Chapter 20, Section 14 of the Swedish Companies Act, will be available at the company and on the company's website, www.essity.com, no later than Thursday, 6 March 2025. Information about the proposed board members and the proposed auditor, the Nomination Committee's statement, proxy forms, and forms for advance voting are available on the company's website, www.essity.com. The documents will be distributed free of charge to shareholders who so request and state their address and will be available at the Meeting. 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, at the Meeting provide information regarding circumstances that may affect the assessment of an item on the agenda, and regarding circumstances that can affect the assessment of the company's or its subsidiaries' financial situation or the company's relation to other companies within the group. Processing of personal data For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf Stockholm in February 2025 [1] The calculation of TSR is done as follows. The volume weighted average price of the share during the fourth quarter 2024 is compared with the volume weighted average price of the share during the fourth quarter 2027, including dividend and other return. [2] When implementing the Program, the benchmark group comprises of the following companies. For Consumer Goods: Procter & Gamble, Kimberly-Clark, Unicharm and Ontex. For Health & Medical: Smith & Nephew, Convatec and Hartman. For Professional Hygiene: Kimberly-Clark, Cascades and Duni. Each company has the same significance within the respective business area. The benchmark group can be adjusted according to the Board of Directors' decision if the Board of Directors deems it appropriate. [3] The company's overall target is adopted in accordance with Science Based Targets (SBTi) in Scope 1 and 2. For more information about SBTi and the company's target, see Essity's Annual Report 2024. [4] The assessment shall be made on the basis of the actual greenhouse gas emissions within the specified classes during the Measurement Period, taking into account acquisitions or divestments made. CONTACT: For further information, please contact: This information was brought to you by Cision http://news.cision.com The following files are available for download:
SOURCE Essity | ||||||||||
Company Codes: Bloomberg:ESSITYB@SS, ISIN:SE0009922164, RICS:ESSITYB.ST, Stockholm:ESSITYB |
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