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Notice of H&M’s Annual General Meeting 2013



  Notice of H&M’s Annual General Meeting 2013

Business Wire

STOCKHOLM -- March 22, 2013

Regulatory News:

Shareholders of H & M Hennes & Mauritz AB (publ)(STO:HMB) are hereby invited
to the Annual General Meeting (AGM) on Tuesday 23 April 2013 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 in their own name (not nominee-registered) by Wednesday 17 April
2013

and notify their intention to attend the Annual General Meeting by Wednesday
17 April 2013, in writing to the address H & M Hennes & Mauritz AB, Carola
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 in their own name. Such re‑registration must be
effected by Wednesday 17 April 2013. 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 outfrom 18 April onwards.

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 auditor’s report as well as the
consolidated accounts and consolidated auditor’s report, and auditor’s
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. Election of auditor.

14. Establishment of principles for the Election Committee and election of
members of the Election Committee.

15. Resolution on guidelines for remuneration to senior executives.

16. Resolution amending the basis for contributions to the H&M Incentive
Program.

17. 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, Liselott Ledin (Alecta), Jan Andersson (Swedbank Robur Fonder) and
Anders Oscarsson (AMF and AMF Fonder).

Resolutions proposed by the Election Committee

Item 2 – Proposed by the Election Committee: the lawyer Sven Unger is proposed
as chairman of the AGM.

Item 10 – The Election Committee proposes eight Board members with no deputies
(previous year eight Board members and no deputies).

Item 11 – The Election Committee proposes that the Board fees for each member
elected by the general meeting are unchanged from the previous year and that
the fees are distributed as follows: Chairman of the Board SEK 1,350,000;
members SEK 475,000; members of the Auditing Committee an extra SEK 100,000;
and the chairman of the Auditing Committee an extra SEK 150,000. 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 5,025,000.

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.
Re-election of all current Board members: Mia Brunell Livfors, Anders Dahlvig,
Lottie Knutson, Sussi Kvart, Bo Lundquist, Stefan Persson, Melker Schörling
and Christian Sievert. Chairman of the Board: re-election of Stefan Persson.

More information on all the proposed Board members can be found at www.hm.com.

Item 13 – Election of auditor. The Election Committee proposes that the
registered audit firm Ernst & Young AB be elected as the company’s auditor for
a 4-year mandate period, i.e. up to and including the Annual General Meeting
to be held in 2017. Ernst & Young AB has notified that if the AGM approves the
proposal, authorised public accountant Åsa Lundvall will be the
auditor-in-charge.

ESTABLISHMENT OF PRINCIPLES FOR THE ELECTION COMMITTEE AND ELECTION OF MEMBERS
OF THE ELECTION COMMITTEE, item 14

Proposal for election of and principles for the Election Committee: 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 others
nominated by 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 2013.

The Election Committee proposes that the 2013 Annual General Meeting passes
the following resolutions.

1. That the Annual General Meeting appoint the Chairman of the Board, Lottie
Tham, Liselott Ledin (nominated by Alecta), Jan Andersson (nominated by
Swedbank Robur fonder) and Anders Oscarsson (nominated by AMF and AMF Fonder)
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 2014 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 (including work in Board committees)

d) election of Board members

e) election of Chairman of the Board

f) resolution on fees to the auditors

g) 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 that nominated Liselott Ledin, Jan Andersson or Anders
Oscarsson notify the Election Committee that this shareholder wishes the
person it nominated 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, where
applicable, a member nominated by the shareholder that the departing member
was nominated by, provided that the shareholder remains one of the five
largest shareholders in the company.

7. Should a shareholder that nominated Liselott Ledin, Jan Andersson or Anders
Oscarsson no longer be one of the five largest shareholders in the company,
the Election Committee may resolve that the member nominated by that
shareholder shall leave the Committee. In the event that Lottie Tham is no
longer one of the five largest shareholders in the company, the Election
Committee may resolve that Lottie Tham shall leave the Committee. In which
case, and even in the event that the Election Committee resolves that a member
shall not leave the Committee, the Election Committee may appoint a new, or
additional, member; in the first instance, a member nominated by the
shareholder that is now 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 has not previously nominated a member of the Election
Committee.

9. Changes to the composition of the Election Committee shall be published as
soon as possible.

Resolutions proposed by the Board DIVIDEND AND RECORD DATE, item 9 b The Board
has proposed a dividend to the shareholders of SEK 9.50 per share. The Board
of Directors has proposed Friday 26 April as the record date. If the
resolution is passed, dividends are expected to be paid out by Euroclear
Sweden AB on Thursday 2 May 2013.

PROPOSED RESOLUTION ON GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES, item
15

The Board’s proposed guidelines ahead of the 2013 Annual General Meeting
differ somewhat from the guidelines adopted by the 2012 Annual General
Meeting.

The term "senior executives" covers the Managing Director, other members of
executive management, country managers and certain 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. Senior executives are also entitled to the benefits provided under the
H&M Incentive Program.

H&M is present in more than 35 countries excluding franchise markets and
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 agreements exist within H&M other than for 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 amount in total to
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 Managing
Director’s employment contract, the Managing Director will also receive
severance pay of an extra 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 the fulfilment of targets in their
respective areas of responsibility. The result is linked to the measurable
profit targets (qualitative, quantitative, general, individual) set in advance
within their respective areas of responsibility. These targets also include
measurable targets for sustainability. The targets within each area of
responsibility are aimed at promoting H&M’s development in both the short and
the long term.

For the Managing Director the maximum bonus is SEK 0.9 m net after tax. For
other senior executives the maximum bonus is SEK 0.3 m net after tax. Net
after tax means that income tax and social security costs are not included in
the calculation. 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.

RESOLUTION AMENDING THE BASIS FOR CONTRIBUTIONS TO THE H&M INCENTIVE PROGRAM
(HIP), item 16

The H&M Incentive Program (HIP) is an incentive scheme aimed at all employees
of the H&M Group. The decision to establish HIP was taken at an Extraordinary
General Meeting held in autumn 2010.

The Board of Directors is proposing to the 2013 AGM a change in the basis for
future contributions to HIP. Like the proposal to amend the guidelines for
senior executives, the change involves removing the link to the increase in
dividend. Instead it is proposed that the basis for future contributions to
HIP shall be 10 percent of the increase in the company’s profit after tax
between two successive financial years. The increase in profit will be
calculated on profit after tax before any contribution to HIP. Thus when
calculating the contribution to HIP for Year 2, the year’s profit after tax is
compared with Year 1’s profit after tax before any contribution to HIP. This
ensures that the two years are compared on a like-for-like basis; in other
words, profit after tax before any contribution to HIP.

The contribution to HIP for a financial year will be expensed in the year to
which it relates. Example: Profit after tax in Year 1 is 100. Profit after tax
in Year 2 is 130. The contribution is then 3 and is expensed in Year 2.

Like the current system, the proposed new system will again include a ceiling
that limits the size of the contribution when the increase in profit between
two years may be deemed disproportionately large. Again, it is proposed that
the link to the dividend is removed and that the limit is instead reformulated
as 2 percent of profit for the year after tax before any contribution to HIP.

The reason for changing the basis for future contributions to HIP is to link
the contributions more directly to the profit achieved by the company. This
should better reflect the employees’ efforts during the year and should also
be easier for employees to understand compared with the current system, which
is based on the dividend decided by the Annual General Meeting.

The proposed new system will be more or less cost-neutral for the company
compared with the present system.

If the 2013 AGM approves the proposal, it is possible that the first
contribution to HIP based on an increase in profit could be made as early as
for the financial year ending on 30 November 2013.

----------------------------------------------------------------------

Information at the AGM Shareholders are entitled to certain information at the
AGM. The Board of Directors and the Managing Director 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,
circumstances that may affect the assessment of the financial situation of the
company or its subsidiaries, and the company’s relations with another company
within the group. Anyone wishing to submit questions in advance may do so to:

H & M Hennes & Mauritz AB The Board of Directors Attn.: Carola Ardéhn 106 38
Stockholm Sweden

Or by e-mail: hm23april@hm.com

Number of shares and votes There are 194,400,000 class A shares in the company
with ten votes per share and 1,460,672,000 class B shares with one vote per
share, with the result that the total number of shares in H&M is 1,655,072,000
and the total number of votes is 3,404,672,000.

----------------------------------------------------------------------

The Annual Report for 2012 will be published at www.hm.com on 26 March 2013.
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 auditor’s report, auditor’s statement and the Board’s
reasoned statement concerning payment of dividend.

Stockholm, March 2013 The Board of Directors

----------------------------------------------------------------------

Press images and background information for editorial use can be downloaded
from 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 22 March 2013.

The notice of the Annual General Meeting will be published on 22 March 2013 on
the company’s website www.hm.com/arsstamma and on 26 March 2013 in the
newspapers DN and SvD, as well as in Post- och Inrikes Tidningar on the
website of Bolagsverket, the Swedish Companies Registration Office.

H & M Hennes & Mauritz AB (publ) was established in Sweden in 1947 and is
quoted on NASDAQ OMX Stockholm. The company’s business concept is to offer
fashion and quality at the best price. In addition to H&M, the Group includes
the brands COS, Monki, Weekday, Cheap Monday and & Other Stories as well as
H&M Home. Today the H&M Group has more than 2,800 stores in 48 markets
including franchise markets. In 2012, sales including VAT were SEK 140,948
million and the number of employees exceeded 104,000. For further information,
visit hm.com (http://www.hm.com).

This information was brought to you by Cision http://news.cision.com

Contact:

Kristina Stenvinkel, Head of Communications
+46 (0)8 796 39 08
or
Nils Vinge, Head of Investor Relations
+46 (0)8 796 52 50
or
Jan Andersson, Member of the Election Committee
+46 (0)76 139 55 00
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