Essity

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, 13 March 2024. 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, 15 March 2024, 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:

–      by telephone +46 8 402 90 80, weekdays between 9 a.m. and 4 p.m.,

–      on the company website www.essity.com,

–      by mail to Essity Aktiebolag (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, or

–      by email to GeneralMeetingService@euroclear.com

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, 15 March 2024.

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, 15 March 2024. 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, 15 March 2024.

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

1. Election of Chair of the Meeting.
2. Preparation and approval of the voting list.
3. Election of two persons to check the minutes.
4. Determination of whether the Meeting has been duly convened.
5. Approval of the agenda.
6. 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.
7. Speeches by the Chairman of the Board of Directors, the President and the auditor in charge.
8. Resolutions on
   1. adoption of the income statement and balance sheet, and of the consolidated income statement and the consolidated balance sheet;
   2. appropriations of the company’s earnings under the adopted balance sheet and record date for dividend; and
   3. discharge from personal liability of the Board of Directors and the President for 2023.
9. Resolution on the number of directors and deputy directors.
10. Resolution on the number of auditors and deputy auditors.
11. Resolution on remuneration for the Board of Directors and the auditor.
12. Election of directors and deputy directors.

Re-election of

1. Ewa Björling
2. Maria Carell
3. Annemarie Gardshol
4. Magnus Groth
5. Jan Gurander
6. Torbjörn Lööf
7. Bert Nordberg
8. Barbara Milian Thoralfsson

New election of

1. Karl Åberg

13. Election of Chairman of the Board of Directors.
14. Election of auditors and deputy auditors.
15. Resolution on approval of the Board’s report on remuneration for the senior management.
16. Resolution on guidelines for remuneration of senior executives.
17. Resolution on cash-based incentive program.
18. Resolution on authorization for the Board of Directors to resolve on

1. acquisition of own shares; and
2. 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 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 2023 of SEK 7.75 per share. As record date for the dividend, the Board of Directors proposes Monday, 25 March 2024. If the Meeting resolves in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Thursday, 28 March 2024.

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 receive SEK 2,730,000 (2,625,000). Members of the Remuneration Committee are each to receive an additional remuneration of SEK 135,000 (130,000), while the Chairman of the Remuneration Committee is to receive an additional remuneration of SEK 160,000 (155,000). Members of the Audit Committee are each to receive an additional remuneration of SEK 320,000 (300,000), while the Chairman of the Audit Committee is to receive an additional remuneration of SEK 450,000 (425,000). Members of the Portfolio Development Committee are each to receive an additional remuneration of SEK 310,000 (300,000), while the Chairman of the Portfolio Development Committee is to receive an additional remuneration of SEK 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 and Barbara 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 Zeres Capital and as partner at CapMan Public Markets. He has previously also worked at Handelsbanken Capital Markets. He currently has board assignments in two listed companies, SCA and Alleima, but has declined re-election in SCA, and has served as chairman of the audit committee in Alleima and member of the audit committee of SCA. Karl Åberg has a M.Sc. in Business Administration from Stockholm School of Economics.

• 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 Essity’s Annual Report 2023. The company’s application of the guidelines can be found in the remuneration report for 2023 on pages 185–186 and in Note C2 of the Annual Report 2023. The Board of Directors has decided to propose to the Annual General Meeting 2024 the following guidelines for remuneration of senior executives:

“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 Essity’s incentive programs, which shall contribute to the fulfilment of 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 percent of the fixed annual salary and the long-term element shall not exceed 100 percent of the fixed annual 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 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 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 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 Essity group, a total of approximately 390 persons (the “Participants”).

(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 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 percent), 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.

(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 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.

(f)    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 2027 (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.

(g)   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.

(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 Sweden.

(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 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 390 employees, amounts to a maximum of SEK 280 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 2023.

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 2024 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 2023, which is included in the company’s Annual Report 2023 and is available on the company’s website, www.essity.com.

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 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 2025. 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 2024 is composed of Helena Stjernholm, AB Industrivärden, the Chair of the Nomination Committee, Anders Oscarsson, AMF and AMF Fonder, Amy Wilson, 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 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 Essity. The information pertains to the circumstances as per the time of issuing this notice.

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, 29 February 2024. 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 2024
Essity Aktiebolag (publ)
The Board of Directors