Bulletin from the Annual General Meeting of Husqvarna AB (publ)
The AGM of Husqvarna AB (publ) was held on April 4, 2017 in Jönköping.
Adoption of the Income Statements and Balance Sheets, dividend and discharge of liability
The Income Statements and Balance Sheets were adopted, together with the Board of Directors’ proposal for dealing with the Company’s profit. The dividend was set at SEK 1.95 per share to be paid in two installments, firstly SEK 0.65 per share with Thursday, April 6, 2017 as the first record day, secondly SEK 1.30 per share with Friday October 6, 2017 as the second record day. The estimated dates for payment are Tuesday, April 11, 2017 and Wednesday, October 11, 2017. The Board of Directors and the Presidents were discharged from liability for the financial year 2016.
Board of Directors and remuneration to the Directors and the Auditors
The Nomination Committee’s proposal that the Board of Directors shall comprise eight Board members to be elected by the AGM, and no deputies, was adopted. Tom Johnstone, Ulla Litzén, Katarina Martinson, Bertrand Neuschwander, Daniel Nodhäll, Lars Pettersson and Kai Wärn were re-elected and Christine Robins was elected new Board member. Tom Johnstone was elected Chairman of the Board.
The AGM approved the Nomination Committee’s proposal regarding remuneration to the Board of SEK 5,605,000 in total, whereof SEK 1,825,000 to the Chairman of the Board, and SEK 525,000 to each of the Directors elected by the AGM and not employed by the Company. The Chairman of the Audit Committee shall receive SEK 190,000 and the two members shall receive SEK 100,000 each. The Chairman of the Remuneration Committee shall receive SEK 120,000 and the two members SEK 60,000 each.
The Auditors’ fee shall be paid on the basis of approved invoices.
Principles for remuneration and long-term incentive program
The AGM approved the Board of Directors' proposal for principles for remuneration to Husqvarna Group Management.
Furthermore, the AGM approved the Board of Directors’ proposal for a performance based long-term incentive program for 2017, LTI 2017.
Transfers of own shares
The AGM authorized the Board of Directors to pass a resolution, on one or more occasions during the period up until the next AGM, on selling B-shares in Husqvarna on Nasdaq Stockholm, conditioned upon that the number of B-shares to be sold may not exceed the number of B-shares that the Company holds at the point in time of the Board’s resolution. Sale of B-shares may only be in consideration of cash payment at a price within the share price interval registered at that time.
The AGM further resolved to authorize the Board of Directors to, on one or more occasions, direct the Company to enter one or more equity swap agreements with a third party, on terms and conditions in accordance with market practice.
The purpose of the authorizations to sell shares, and to enter into equity swap agreements is to hedge the Company’s undertakings (including social costs) for the Company’s incentive programs and to continuously adapt the number of shares held for this reason.
Authorization for new share issue
The AGM authorized the Board to approve the issue of not more than approximately 57.6 million new B-shares against payment in kind, on one or more occasions during the period up to the AGM in 2018. The price for the new shares shall be based on the market price of the Husqvarna B-share. The purpose of the authorization is to facilitate acquisitions for which payment will be made in own shares.
Nomination Committee
At the AGM in 2013 it was decided that, until the AGM resolves otherwise, the Company shall have a Nomination Committee consisting of five members. The members shall comprise one representative of each of the four largest shareholders in the Company in terms of the number of known vote rights held as of the last banking day of August, and who have expressed a wish to participate in the nomination committee work together with the Chairman of the Board of Directors.
For additional information, please contact
+46 (0)8 738 90 80 or press@husqvarnagroup.com
Husqvarna Group
Husqvarna Group is a world leading producer of outdoor power products for garden, park and forest care. Products include chainsaws, trimmers, robotic lawn mowers and ride-on lawn mowers. The Group is also the European leader in garden watering products and a world leader in cutting equipment and diamond tools for the construction and stone industries. The Group’s products and solutions are sold under brands including Husqvarna, Gardena, McCulloch, Poulan Pro, Weed Eater, Flymo, Zenoah and Diamant Boart via dealers and retailers to consumers and professionals in more than 100 countries. Net sales in 2016 amounted to SEK 36 billion and the Group has around 13,000 employees in 40 countries.