Notice is given to the shareholders of
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 2024 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
- be listed as a shareholder in the presentation of the share register prepared by
Euroclear Sweden AB as of Wednesday,13 March 2024 ; and -
give notice of its intention to participate in the Meeting in accordance with the instructions set out in section "B. Notice of participation at the meeting venue in person or by proxy" no later than Friday,
15 March 2024 , or by submitting its advance vote in accordance with the instructions under section "C. Advance voting" no later than Friday,15 March 2024 .
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,
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:
- by telephone +46 8 402 90 80, weekdays
- on the company website www.essity.com,
- by mail to
- by email to GeneralMeetingService@euroclear.com
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
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- Election of Chair of the Meeting.
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Preparation and approval of the voting list.
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Election of two persons to check the minutes.
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Determination of whether the Meeting has been duly convened.
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Approval of the agenda.
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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 and the auditor's statement regarding whether the guidelines for remuneration for the senior management have been complied with.
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Speeches by the Chairman of the Board of Directors, the President and the auditor in charge.
-
Resolutions on
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adoption of the income statement and balance sheet, and of the consolidated income statement and the consolidated balance sheet;
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appropriations of the company's earnings under the adopted balance sheet and record date for dividend; and
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discharge from personal liability of the Board of Directors and the President for 2023.
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Resolution on the number of directors and deputy directors.
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Resolution on the number of auditors and deputy auditors.
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Resolution on remuneration for the Board of Directors and the auditor.
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Election of directors and deputy directors.
- adoption of the income statement and balance sheet, and of the consolidated income statement and the consolidated balance sheet;
- appropriations of the company's earnings under the adopted balance sheet and record date for dividend; and
- discharge from personal liability of the Board of Directors and the President for 2023.
Re-election of
- Ewa Björling
Maria Carell Annemarie Gardshol Magnus Groth Jan Gurander - Torbjörn Lööf
Bert Nordberg Barbara Milian Thoralfsson
New election of
- Karl Åberg
- Election of Chairman of the Board of Directors.
- Election of auditors and deputy auditors.
- Resolution on approval of the Board's report on remuneration for the senior management.
- Resolution on guidelines for remuneration of senior executives.
- Resolution on cash-based incentive program.
- Resolution on authorization for the Board of Directors to resolve on
- acquisition of own shares; and
- transfer of own shares on account of company acquisitions etc.
Proposal for resolution under Item 1
The Nomination Committee proposes attorney-at-law Eva Hägg as Chair of the Meeting.
Proposal for resolution under Item 2
The voting list proposed to be approved is the voting list prepared by
Proposal for resolution under Item 8.b
The Board of Directors proposes a dividend for the financial year 2023 of
Proposals for resolutions under Items 9-14
The Nomination Committee proposes the following:
- The number of directors shall be nine with no deputy director.
- The number of auditors shall be one with no deputy auditor.
-
The remuneration to each director elected by the Annual General Meeting who is not employed by the company shall amount to
SEK 910,000 (875,000) and the Chairman of the Board of Directors is to receiveSEK 2,730,000 (2,625,000). Members of the Remuneration Committee are each to receive an additional remuneration ofSEK 135,000 (130,000), while the Chairman of the Remuneration Committee is to receive an additional remuneration ofSEK 160,000 (155,000). Members of the Audit Committee are each to receive an additional remuneration ofSEK 320,000 (300,000), while the Chairman of the Audit Committee is to receive an additional remuneration ofSEK 450,000 (425,000). Members of the Portfolio Development Committee are each to receive an additional remuneration ofSEK 310,000 (300,000), while the Chairman of the Portfolio Development Committee is to receive an additional remuneration ofSEK 435,000 (425,000). Remuneration to the auditor is to be paid according to approved invoice. -
Re-election of the directors Ewa Björling,
Maria Carell ,Annemarie Gardshol ,Magnus Groth ,Jan Gurander , Torbjörn Lööf,Bert Nordberg andBarbara Milian Thoralfsson and new election of Karl Åberg. Pär Boman has declined re-election.
Karl Åberg (born 1979) is deputy CEO, head of investments and of the finance function at AB Industrivärden (since 2017). He is a Swedish citizen. Karl Åberg has experience from leading positions in the financial sector, including as partner at
- New election of
Jan Gurander 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 2025. If elected,Ernst & Young AB has announced its appointment of Erik Sandström as auditor in charge.
Proposal for resolution under Item 16
The most recent guidelines adopted by the General Meeting can be found in Note C2 on pages 137-138 of
"These guidelines shall govern remuneration to directors, the President, Executive Vice President and other members of the executive team (below referred to as "senior executives"). The guidelines do not apply to 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, incentivize 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, short- and long-term variable remuneration, other benefits and pension. The company's business strategy is described in the Annual Report.
Variable remuneration
Variable remuneration shall be based on results relative to established short- and long-term targets for
Short-term performance targets shall include either organic growth, product development, earnings, cash flow, capital efficiency, sustainability, return or individual targets, or a combination thereof. Long-term performance targets shall include either sustainability, total shareholder return (TSR), or a combination thereof, and - in order to create a long-term perspective - be combined with requirements for senior executives to use the compensation net of tax to invest in the
The company shall have the possibility to withhold payment of variable remuneration where necessary and possible according to law, provided there are special reasons for so doing and such a measure is necessary to meet the company's long-term interests, including its sustainability. Furthermore, the company shall have the possibility provided by applicable law to demand repayment of any variable remuneration paid based on erroneous grounds.
Pension and other benefits
Pension benefits shall be defined contribution, and the annual premium shall not exceed 40 percent of the fixed annual salary.
Other, lesser benefits may include medical insurance, company car, fitness allowance as well as membership and service fees, training/education and other support.
A notice of termination period of not more than two years shall apply upon termination of the employment relationship where the termination is initiated by the company, and of not more than one year where the termination is initiated by the executive. There shall be no severance pay.
Decision-making process and reporting
Matters relating to remuneration to senior executives shall be addressed by the Board's Remuneration Committee and, with respect to the President, decided upon by the Board. The duties of the Remuneration Committee shall also include preparing Board decisions regarding proposals for guidelines for remuneration to senior executives, performing oversight as well as monitoring and assessing the application thereof. When the Board or the Remuneration Committee addresses and decides on remuneration-related matters, senior executives may not be present insofar as the matter relates to them. With respect to the calculation of variable remuneration, an audit certificate must be obtained before any decision is taken regarding payment. In the preparation of the remuneration guidelines, consideration has been given to salary and employment conditions for the company's other employees, such as information regarding total remuneration, components of the remuneration as well as the increase in remuneration and the rate of increase over time, and the company's equality of opportunity policy.
The Board shall prepare a remuneration report.
Application of and deviation from the guidelines
The Board may decide to temporarily deviate from the guidelines, wholly or in part, if there are special reasons for doing so in an individual case and deviation is necessary to satisfy the company's long-term interests, including its sustainability. The duties of the Remuneration Committee include preparing Board decisions on remuneration issues, including decisions regarding deviations from the guidelines. With respect to employment relationships governed by rules other than Swedish rules, appropriate adjustments may take place with respect to pension benefits and other benefits to ensure compliance with such rules or local practice, whereupon the overarching purpose of these guidelines shall be attained as far as possible.
The guidelines shall not take precedence over mandatory terms of employment law legislation or collective agreements. Nor shall they apply to already executed agreements.
Description of significant changes compared to previous guidelines
The changes are only editorial and are proposed for clarification purposes. These guidelines shall apply from the Annual General Meeting 2024 until further notice."
Information on the company's costs for remuneration of senior executives can be found in Note C2 on pages 138-139 of the Annual Report 2023.
Proposal for resolution under Item 17
The Board of Directors proposes that the Annual General Meeting 2024 resolves to approve a cash-based incentive program which is directed to senior management as well as certain other executives and key employees in
Against this background, the Board of Directors proposes that the Annual General Meeting 2024 resolves on a cash-based incentive program, as further described below.
Principal terms and conditions of the Program
The proposed Program for 2024-2026 shall be based on the following principal terms and conditions.
(a) The Program is proposed to be open to senior management as well as certain other executives and key employees in the
(b) The Participants shall have the opportunity, depending on satisfaction of certain performance conditions in accordance with paragraph (c) below, to obtain a cash remuneration (the "Cash Remuneration") after the end of a measurement period which covers the years 2024-2026 (the "Measurement Period"). The Cash Remuneration for each Participant may not exceed a certain percentage of the Participant's fixed annual cash salary (gross) for 2026, as follows: (i) for the President, a maximum of 50 percent, (ii) for other members of the senior management, a maximum of 80 percent and (iii) for other Participants, a maximum of 50 percent. The maximum variable remuneration level shall be determined per individual, taking into account the total remuneration in relation to the specific role, the local market, the terms of employment or the individual performance.
(c) Payment of the Cash Remuneration shall depend on the degree of satisfaction of the following performance conditions for the Program under the Measurement Period:
(i) A financial target consisting of the total shareholder return ("TSR") on the company's class B share under the Measurement Period in relation to a benchmark group of other companies (the "TSR Condition").[1] The benchmark group shall to 60 percent consist of companies which are comparable with the operations in the company's business area Consumer Goods and to 20 percent each consist of companies that are comparable with the operations in the business area Health & Medical and Professional Hygiene, respectively.[2]
A condition for payment is that the TSR of
(ii) A sustainability target related to the company's reduction of actual greenhouse gas emissions during the Measurement Period (the "Sustainability Condition"). The Sustainability Condition is connected to the target adopted by the company to reduce its greenhouse gas emissions by 35 percent by 2030 compared to the base year 2016 (which means an average reduction of 2.5 percent per year).[3]
A condition for payment of Cash Remuneration related to the Sustainability Condition is that the company reduces greenhouse gas emissions during the Measurement Period by at least 7.5 percent on a linear basis compared to the base year 2016 (the "Sustainability Target"). If the Sustainability Target is reached, full payment of Cash Remuneration relating to the Sustainability Condition will be made. If the Sustainability Target is not reached, no payment relating to this target will be made.[4]
(iii) The TSR Condition will be weighted 80 percent and the Sustainability Condition 20 percent, when payment of the Cash Remuneration is decided.
(d) Cash Remuneration will normally be paid only after the expiration of the Measurement Period.
(e) Participants shall normally be invited to the Program during the first year of the Program. A prerequisite for a Participant to be able to receive full Cash Remuneration, is that the Participant has been permanently employed withing the
(f) Each Participant shall undertake, for as long as the Participant is employed within the
(g) If extraordinary changes in the
(h) The Board of Directors shall be authorized to establish the detailed terms and conditions for the Program. The Board of Directors may, in that regard, make necessary adjustments of these general terms and conditions due to changed circumstances or to satisfy certain regulations or market conditions outside
(i) Participation in the Program presupposes that such participation is legally possible in the various jurisdictions concerned.
Measurement Period and vesting period
The Measurement Period for the performance conditions under the proposed Program will cover the financial years 2024-2026. 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
Costs for the Program, dilution, etc.
The cost for the Program, including social security charges, covering approximately 390 employees, amounts to a maximum of
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
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
The company's other incentive programs are described in more detail in
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 2025. A maximum number of class B shares may be acquired such that
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
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
Shares and votes
The total number of shares in the company amounts to 702,342,489 shares, of which 60,970,043 are class A shares and 641,372,446 are class B shares, representing a total of 1,251,072,876 votes. The class A share carries ten votes, and the class B share carries one vote. No shares are held by
Additional information
The financial statements, the auditor's report, the Board of Directors' complete proposals including 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, and the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding the remuneration guidelines for the senior management, will be available at the company and on the company's website, www.essity.com, no later than Thursday,
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
The Board of Directors
[1] The calculation of TSR is done as follows. The volume weighted average price of the share during the fourth quarter 2023 is compared with the volume weighted average price of the share during the fourth quarter 2026, including dividend and other return.
[2] When implementing the Program, the benchmark group comprises of the following companies. For Consumer Goods:
[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
[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.
For further information, please contact:
Per Lorentz, Vice President Corporate Communications, +46 73 313 30 55, per.lorentz@essity.com
Sandra Åberg, Vice President Investor Relations, +46 70 564 96 89, sandra.aberg@essity.com
https://news.cision.com/essity/r/notice-convening-the-annual-general-meeting-2024-of-essity-aktiebolag--publ-,c3930324
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