Expert Corporate Governance Service (ECGS)
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Hennes & Mauritz - AGM 07 May 2019

In general, Hennes & Mauritz ("H&M") is in compliance with the Swedish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEMS 12.1-12.8, the (re-)election of the board of directors is proposed.

In light of concerns over aggregate time commitments ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Anders Dahlvig (ITEM 12.2).

Under ITEM 13, the nomination committee proposes to re-appoint Ernst & Young as the Company's statutory auditor. In view of the substantial level of non-audit fees as well as the current term in office of the auditor, ECGS recommends to vote OPPOSE.

Under ITEM 14, it is proposed to establish a(n) (external) nomination committee. Since ECGS notes that Mr. Stefan Persson is currently chairing the committee, which is not in accordance with provision 2.4 of the Swedish Corporate Governance Code, it recommends to vote OPPOSE.

Under ITEM 15, the board of directors seeks approval of the Company's executive remuneration guidelines. In light of the low level of transparency and the amount of discretion of the board of directors, ECGS recommends to vote OPPOSE.

Finally, ITEMS 9b (ii), 15b and 16 are proposals made by shareholders. ECGS recommends to vote in favour of ITEM 15b, but does not support the other two proposals.

H & M Hennes & Mauritz AB B

H & M Hennes & Mauritz is engaged in the sale of clothing and cosmetics in Sweden and internationally. Co.'s stores offer basics, tailored classics, sportswear, and maternity clothes for women; basics, leisurewear, and seasonal fashions for men; denim and street fashions; and fashion wear for children and teenagers, as well as accessories, underwear, and shoes. Co. also provides makeup and body care products; and home fashion products, which include interior textiles for the bedroom, bathroom, living room, and kitchen. Co. has approximately 3,132 stores, including 110 franchise stores, 85 COS stores, 79 Monki stores, 21 Weekday stores, 8 & Other Stories stores and 3 Cheap Monday stores.


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