Bulletin from the Annual General Meeting of Husqvarna AB (publ)
The AGM of Husqvarna AB (publ) was held on March 28, 2012 in Jönköping.
Adoption of the profit and loss statements and balance sheets, dividend and discharge of liability
The Profit and Loss 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 1.50 per share. The record date for the dividend was set at Monday, April 2, 2012 and the estimated date for the payment of the dividend is Thursday, April 5, 2012. The Board of Directors and the Presidents were discharged from liability for the financial year 2011.
Board of Directors and remuneration to the Directors and the Auditors
The Nomination Committee’s proposal that the Board of Directors shall comprise nine Board of Directors elected by the AGM was adopted. Lars Westerberg, Börje Ekholm, Magdalena Gerger, Tom Johnstone, Ulla Litzén, Ulf Lundahl and Anders Moberg were re-elected and Katarina Martinsson and Hans Linnarson were elected as new members. Lars Westerberg was elected Chairman of the Board.
The AGM approved the Nomination Committee’s proposal regarding remuneration to the Board, as follows: SEK 1,650,000 to the Chairman of the Board, and SEK 475,000 to each of the Directors elected by the AGM and not employed by the Company. The Chairman of the Audit Committee shall receive SEK 175,000 and the two members shall receive SEK 75,000 each. The Chairman of the Remuneration Committee shall receive SEK 100,000 and the two members SEK 50,000 each.
The Auditor's fee shall be paid on the basis of approved invoices.
The AGM decided that 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 August 31, 2012, and who have expressed a wish to participate in the nomination committee work, together with the Chairman of the Board of Directors.
Principles for remuneration and long-term incentive program
The AGM decided to approve the Board of Directors' proposal for principles of remuneration to Husqvarna Group Management.
Re-purchase and transfers of own shares
The AGM authorized the Board of Directors to, on one or more occasions during the period up until the next AGM, approve purchase of B-shares, conditioned upon that the Company’s holding does not at any time exceed 3% of the total number of shares in the Company. Shares shall be purchased on NASDAQ OMX Stockholm at a price within the share-price interval registered at the time.
In addition, the Meeting authorized the Board of Directors to on one or more occasions during the period up to the next AGM approve transfer of the Company’s own B-shares on NASDAQ OMX Stockholm. Shares may be transferred on NASDAQ OMX Stockholm only at a price within the share-price interval registered at that time.
The purpose of the authorizations 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 57.6 million new B-shares against consideration in kind, on one or more occasions during the period up to the AGM in 2013. 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.
The above information has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 19.00 on March 28, 2012.