Expert Corporate Governance Service (ECGS)
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Proxy Report - 11/04/2018

In general, Swedish Match is in compliance with the Swedish regulations relating to the organisation and procedures of the AGM.

Under ITEM 11, the nomination committee proposes to increase the remuneration of the board of directors by somewhere between 3.0% and 4.0%. In ECGS' view the current fees are already at the upper level of Swedish market practice for a company with the size and complexity of Swedish Match and it therefore does not approve of any increases without adequate justification. Since the proposal is not adequately justified, ECGS recommends to vote OPPOSE.

Under ITEM 14, the board of directors seeks approval of the Company's remuneration guidelines. Although ECGS considers the aggregate level of executive compensation fairly moderate for Swedish standards, the proposed remuneration structure is not in line with its guidelines. ECGS therefore recommends to vote OPPOSE.

Finally, under ITEM 18, the board of directors seeks authorisation to issue shares. Although the authority requested as such would meet its guidelines, ECGS is not in favour of the combination of authorities under ITEMS 17 and 18, together corresponding to 20.0% of the Company's share capital, for unspecified beneficiaries. ECGS therefore recommends to vote OPPOSE.

Swedish Match AB

Swedish Match develops, manufactures, markets, and sells snus and snuff, other tobacco products (cigars and chewing tobacco), and lights (matches and lighters). Snus and snuff are smokeless tobacco products that are produced and sold primarily in Sweden, Norway and the U.S. Other tobacco products represent cigars and chewing tobacco manufactured and sold on the U.S. market. Lights include manufacturing and distribution of matches and lighters. Other operations are primarily the distribution of tobacco products on the Swedish market. Primary brands include General snus, Longhorn moist snuff, White Owl cigars, Red Man chewing tobacco, Fiat Lux matches, and Cricket lighters.


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