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, 24 March 2022
The Annual General Meeting will be held by advance voting (postal voting) in accordance with the proposed act, due to the corona virus, on temporary exceptions to facilitate the execution of general meetings in companies and other associations, which is expected to enter into force on 1 March 2022. Hence, shareholders will not be able to physically attend the Annual General Meeting in person or by proxy. Instead, Essity welcomes shareholders to exercise their voting rights at the Annual General Meeting by advance voting in the manner described below. Information on the resolutions passed at the Meeting will be made available on 24 March 2022, as soon as the result of the advance voting has been finally confirmed.
Right to participate
A person who wishes to participate in Essity’s Annual General Meeting by advance voting must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Wednesday, 16 March 2022; and
- give notice of its intention to participate no later than Wednesday, 23 March 2022, by submitting its advance vote in accordance with the instructions under Advance voting below, so that the advance vote is received by Euroclear Sweden AB no later than that day.
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 by submitting its advance vote, 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, 16 March 2022. 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, 18 March 2022, will be taken into account in the presentation of the share register.
Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting. A special form must be used for the advance vote. The form is available at 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 Wednesday, 23 March 2022. The completed form shall 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. Shareholders may not provide special 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.
Powers of attorney
If a shareholder submits its advance vote through a proxy, a dated written proxy for their representative shall be enclosed with the advance voting form. Proxy forms are available on the company’s website, www.essity.com. If the shareholder is a legal entity, a registration certificate or equivalent authorising documentation for the legal entity shall be enclosed with the form.
Right to receive information
If a shareholder so requests, and if the Board determines it can be made without significant harm to the company, the Board and the President shall provide information on circumstances that may affect the assessment of an agenda item, circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to another company within the group. A request for such information shall be made in writing to Essity Aktiebolag (publ), Group Function Legal Affairs, P.O. Box 200, SE-101 23 Stockholm, Sweden, or by email to firstname.lastname@example.org, no later than Monday, 14 March 2022. The information will be disclosed by being held available at Essity Aktiebolag (publ), Klarabergsviadukten 63, Stockholm, Sweden, and on the company’s website, www.essity.com, no later than Saturday, 19 March 2022. The information will also be sent to the shareholder who has requested the information and provided its address.
- Election of Chairman of the Meeting.
- Election of two persons to check the minutes.
- Preparation and approval of the voting list.
- Determination of whether the Meeting has been duly convened.
- Approval of the agenda.
- 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.
- Resolutions on
- 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 2021.
- Resolution on the number of directors and deputy directors.
- Resolution on the number of auditors and deputy auditors.
- Resolution on remuneration for the Board of Directors and the auditor.
- Election of directors and deputy directors.
- Ewa Björling
- Pär Boman
- Annemarie Gardshol
- Magnus Groth
- Torbjörn Lööf
- Bert Nordberg
- Louise Svanberg
- Lars Rebien Sørensen
- Barbara Milian Thoralfsson
New election of
- Bjørn Gulden
- Election of Chairman of the Board of Directors.
- Election of auditors and deputy auditors.
- Resolution on guidelines for remuneration for the senior management.
- Resolution on approval of the Board’s report on remuneration for the senior management.
- Resolution on cash-based incentive program.
- Resolution on authorisation for the Board of Directors to resolve on
- acquisition of own shares; and
- transfer of own shares on account of company acquisitions.
Proposal for resolution under Item 1
The Nomination Committee proposes attorney-at-law Eva Hägg as Chairman of the Meeting or, in case of her impediment, the person instead appointed by the Nomination Committee.
Proposal for resolution under Item 2
The Board of Directors proposes Madeleine Wallmark, Industrivärden, and Anders Oscarsson, AMF and AMF Fonder or, in case of impediment, the person or persons instead appointed by the Board of Directors to verify the minutes of the General Meeting together with the Chairperson. The task of verifying the minutes also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the General Meeting.
Proposal for resolution under Item 3
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 and received advance votes, verified by the persons approving the minutes.
Proposal for resolution under Item 7.b
The Board of Directors proposes a dividend for the financial year 2021 of SEK 7.00 per share. As record date for the dividend, the Board of Directors proposes Monday, 28 March 2022. If the Meeting resolves in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Thursday, 31 March 2022.
Proposal for resolution under Item 8–13
The Nomination Committee proposes the following:
- The number of directors shall be ten 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 and who is not employed by the company shall amount to SEK 850,000 and the Chairman of the Board of Directors is to receive SEK 2,550,000. Members of the Remuneration Committee are each to receive an additional remuneration of SEK 125,000, while the Chairman of the Remuneration Committee is to receive and additional remuneration of SEK 150,000. Members of the Audit Committee are each to receive an additional remuneration of SEK 290,000, while the Chairman of the Audit Committee is to receive an additional remuneration of SEK 415,000. Members of the Portfolio Development Committee are each to receive an additional remuneration of SEK 290,000, while the Chairman of the Portfolio Development Committee is to receive an additional remuneration of SEK 415,000. Remuneration to the auditor is to be paid according to approved invoice.
- Re-election of the directors Ewa Björling, Pär Boman, Annemarie Gardshol, Magnus Groth, Torbjörn Lööf, Bert Nordberg, Louise Svanberg, Lars Rebien Sørensen and Barbara Milian Thoralfsson and new election of Bjørn Gulden.
Bjørn Gulden, born 1965, Bachelor’s Degree in Business & Administration and MBA in Finance and Marketing, has since 2013 been the President and CEO of the sports and consumer company Puma, which is listed in Germany.
Bjørn has a solid consumer background with previous positions in Deichmann, Helly Hansen, Adidas and Pandora. He is a board member of the listed company Borussia Dortmund GmbH & Co.KGaA and chairman of the private limited company Salling Group, and has previously for the past 20 years been a board member of several companies, including Pandora, Ekornes and Helly Hansen, among others. He is independent in relation to the company, the company management and Essity’s major shareholders and does not currently hold any Essity shares.
- Re-election of Pär Boman 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 2023. If elected, Ernst & Young AB has announced its appointment of Hamish Mabon as auditor in charge.
Proposal for resolution under Item 14
The Board of Directors proposes – with amendment to the guidelines adopted at the Annual General Meeting 2021 – the following guidelines for remuneration for the senior management.
“These guidelines shall govern remuneration to directors, the President, vice presidents and other senior executives. The guidelines do not include remuneration decided upon by the General Meeting.
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, incentivise 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, variable remuneration, other benefits and pension. The company’s business strategy is presented in the company’s Annual and Sustainability Report.
Variable remuneration shall be based on results relative to established short-term and long-term incentive program targets, which shall contribute to the objectives established by the company or to the performance of the company’s share. Remuneration shall be aimed at promoting the company’s business strategy and long-term interests, including its sustainability. Furthermore, variable remuneration shall be paid as cash remuneration and shall not be included in the basis for pension computation. The short-term element shall not exceed 100 per cent of annual fixed salary and the long-term element shall not exceed 100 per cent of annual fixed salary. 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.
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 Essity share with a minimum holding period of three years.
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 contribution-defined, and the annual premium shall not exceed 40 per cent of the fixed annual salary. The retirement age shall normally be 65.
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
Other than editorial changes, these guidelines have been updated with respect to the Board of Directors’ proposal on implementation of a new cash-based long-term incentive program.
These guidelines shall apply from the 2022 Annual General Meeting until further notice.”
Proposal for resolution under Item 15
The Board of Directors proposes that the Annual General Meeting resolve to approve the Board of Directors’ report on remunerations according to Chapter 8, Section 53 a of the Swedish Companies Act.
Proposal for resolution under Item 16
The Board of Directors proposes that the Annual General Meeting 2022 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 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. It is noted that the Program is exclusively cash-based and does not result in any dilution or other impact on the rights of the shares.
Essity has for a number of years resolved on similar cash-based programs, which are described in the company’s Annual and Sustainability Report and in the remuneration report approved by the Annual General Meeting 2021. 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 2022 approve that the company implements a cash-based incentive program, as further described below.
Principal terms and conditions of the Program
The proposed Program for 2022–2024 shall be based on the following principal terms and conditions.
- The Program is proposed to be open to senior management as well as certain other executives and key employees in the Essity group, a total of approximately 350 persons (the “Participants”).
- 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 2022–2024 (the “Measurement Period”). The Cash Remuneration for each Participant may not exceed a certain per centage of the Participant’s fixed annual salary (gross) for 2024, as follows: (i) for the President, a maximum of 100 per cent, (ii) for other members of the senior management, a maximum of 80 per cent and (iii) for other Participants, a maximum of 50 per cent. 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.
- Payment of the Cash Remuneration shall depend on the degree on satisfaction of the following performance conditions for the Program under the Measurement Period:
- A financial target consisting of the total 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”). The benchmark group shall to 60 per cent consist of companies which are comparable with the operations in the company’s business area Consumer Goods and to 20 per cent each consist of companies that are comparable with the operations in the business area Health and Medical Solutions and Professional Hygiene, respectively.
A condition for payment is that the TSR of Essity’s Class B share is not lower than the weighted TSR outcome for the benchmark group under the Measurement Period (the “TSR Minimum Level”). If the TSR Minimum Level is not reached, no payment of Cash Remuneration related to the TSR Condition will be made. For maximum payment (100 per cent), it is required that the TSR of Essity’s Class B share exceeds the weighted TSR outcome for the Benchmark Group with at least 5 percentage points during the Measurement Period (the “TSR Maximum Level”). Should the TSR of Essity’s Class B share be between the TSR Minimum Level and the TSR Maximum Level during the Measurement Period, a linear payment will be made.
- A sustainability target related to the company’s reduction of greenhouse gas emissions during the Measurement Period (the “Sustainability Condition”).
A condition for payment of Cash Remuneration related to Sustainability Condition is that the company reduces greenhouse gas emissions by at least 7.5 per cent 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.
- The TSR Condition will be weighted 80 per cent and the Sustainability Condition 20 per cent, when payment of the Cash Remuneration is decided.
- Cash Remuneration will normally be paid only after the expiration of the Measurement Period and shall in general not qualify for the basis for pension computation.
- Participants shall normally not 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 Essity group throughout the Measurement Period. If a Participant has commenced its employment within the Essity group during the Measurement Period, the payment of Cash Remuneration shall be made pro rata.
- Each Participant shall undertake, for as long as the Participant is employed within the Essity group, to acquire Essity shares for (i) the total paid net amount of the Cash Remuneration regarding senior management, and (ii) at least half the total paid net amount regarding other Participants, no later than 30 June 2025 (or as soon as possible thereafter if the Participant has been prevented from acquiring Essity shares at such time due to applicable insider rules), and to retain such shares for a period of at least three years after the acquisition, with certain exemptions approved by the Board of Directors. If a Participant does not acquire or retain Essity shares in accordance with the above, the Participant’s right to payment under future incentive programs to which the Participant has been invited to participate, shall lapse.
- If extraordinary changes in the Essity group or in the market occur which, in the opinion of the Board of Directors, would result in a situation where the conditions for Cash Remuneration under the Program become unreasonable, the Board of Directors shall be entitled to make adjustments to the Program, including, among other things, be entitled to resolve on a reduced right to Cash Remuneration, or that no Cash Remuneration shall be paid at all.
- The Board of Directors shall be authorised 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 Sweden.
- 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 Program will cover the financial years 2022–2024. 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, including 350 employees, amounts to a maximum of SEK 230 million assuming 100 per cent satisfaction of all of the performance conditions for all Participants in the Program. The cost of the Program amounts to a maximum of 1.4 per cent of Essity’s total cost for salaries and remuneration, including social security charges.
The Program is cash-based and does not entail any dilution 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 2022 for approval.
The Annual General Meeting’s resolution on approval of the Program requires a simple majority of the votes cast.
Previous incentive programs in Essity
The company’s other incentive programs are described more in detail in Essity’s report on remuneration for 2021, which is included in the company’s Annual and Sustainability Report 2021 and available on the company’s website, www.essity.com.
Proposal for resolution under Item 17
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 company acquisitions and thereby contribute to increased shareholder value. Hence, the Board of Directors proposes that the Annual General meeting authorise the Board of Directors to resolve on acquisition and transfer of own class B shares mainly as follows.
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 authorisation may be utilised on one or several occasions until the Annual General Meeting 2023. A maximum of so many class B shares may be acquired that Essity’s holding at each time amount to a maximum of 10 per cent 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
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 upon acquisition of companies or businesses or as to finance acquisition 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 authorisation may be utilized on one or several occasions until the Annual General Meeting 2023. Transfer upon acquisition of companies or businesses 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 to finance acquisition of companies or businesses may be made at a price within the each time prevailing price interval of the share.
The purpose of the authorisation to acquire shares in the company is to be able to adapt the company’s capital structure and to be able to use repurchased shares in connection with the potential company acquisitions and thereby contribute to increased shareholder value. The purpose of the authorisation to transfer own shares is to give the Board of Directors increased flexibility when financing company acquisitions. The reason for deviation from the shareholders’ preferential rights is to create alternative forms of payment upon acquisition of companies or businesses.
The Meeting’s resolution under Item 17 requires that shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting approve the resolution.
The Nomination Committee
The Nomination Committee for the Annual General Meeting 2022 is composed of Helena Stjernholm, AB Industrivärden, the Chairman of the Nomination Committee, Anders Oscarsson, AMF and AMF Fonder, Jonas Jølle, Norges Bank Investment Management, Marianne Nilsson, Swedbank Robur Fonder and Pär Boman, 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 61,289,248 are class A shares and 641,053,241 are class B shares, representing a total of 1,253,945,721 votes. The class A share carries ten votes, and the class B share carries one vote. No shares are held by Essity. The information pertains to the circumstances as per the time of issuing this notice.
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, are presented by being available at the company and on the company’s website, www.essity.com, no later than Thursday, 3 March 2022. 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.
The General Meeting share register will be available at the head office of Essity, Klarabergsviadukten 63, Stockholm, Sweden.
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 calculation of TSR is done as follows. The volume weighted average price of the share during the fourth quarter 2021 is compared with the volume weighted average price of the share during the fourth quarter 2024, including dividend and other return.
 When implementing the Program, the benchmark group comprises of the following companies. For Consumer Goods: Procter & Gamble, Kimberly-Clark, Unicharm and Ontex. For Health and Medical Solutions: Smith & Newphew, Convatec and Hartman. For Professional Hygiene: Kimberly-Clark, Ecolab and Diversey. 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.
 The calculation of greenhouse gas emissions shall be based on the target adopted by the company according to Science Based Targets (SBTi) in Scope 1 and 2. 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 more information about SBTi and the company’s target, see Essity’s Annual and Sustainability report 2021, and www.essity.com/sustainability/why-we-do-it/science-based-targets/.