Bulletin from the Annual General Meeting of Husqvarna AB (publ)
The AGM of Husqvarna AB (publ) was held on April 10, 2018 in Jönköping, Sweden.
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 2.25 per share to be paid in two installments, firstly SEK 0.75 per share with Thursday, April 12, 2018 as the first record day, secondly SEK 1.50 per share with Friday October 12, 2018 as the second record day. The estimated dates for payment are Tuesday, April 17, 2018 and Wednesday, October 17, 2018. The Board of Directors and the President and CEO were discharged from liability for the financial year 2017.
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, Christine Robins and Kai Wärn were re-elected. Tom Johnstone was elected Chairman of the Board.
The AGM approved the Nomination Committee’s proposal regarding remuneration to the Board of SEK 5,820,000 in total, whereof SEK 1,900,000 to the Chairman of the Board, and SEK 545,000 to each of the Directors elected by the AGM and not employed by the Company. The Chairman of the Audit Committee shall receive SEK 200,000 and the two members shall receive SEK 105,000 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.
The AGM resolved that the articles of association be amended to allow the election of auditors for either one, two, three or four years compared with previously when the auditors always were elected for a period of four years.
Principles for remuneration and long-term incentive program
The AGM approved the Board of Directors' proposal for principles for remuneration to Group Management.
Furthermore, the AGM approved the Board of Directors’ proposal for a performance based long-term incentive program for 2018, LTI 2018.
Share swap agreement to hedge obligations in accordance with decided incentive programs
The Annual General Meeting resolved to authorize the Board to decide on one or more occasions, until the next AGM, to make the company enter into one or more share swap agreements with third parties on terms consistent with market practice. The purpose is to secure the company's obligations due to adopted incentive programs.
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 2019. 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.
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.
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Husqvarna Group is a global leading producer of outdoor power products and innovative solutions for forest, park and garden 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 global 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 2017 amounted to SEK 39bn and the Group has around 13,000 employees in 40 countries.