Bulletin from the annual general meeting of Husqvarna AB (publ)

Report this content

The Annual General Meeting of Husqvarna AB was held at 4 pm on 19 April 2007 in Jönköping

Board of Directors and remuneration to the Directors and the Auditors
Lars Westerberg, Bengt Andersson, Peggy Bruzelius, Börje Ekholm, Tom Johnstone, Anders Moberg, Gun Nilsson, Peder Ramel and Robert F. Connolly were re-elected to the Board. The number of Board members elected by the AGM will thus remain nine. Lars Westerberg was elected Chairman of the Board.

The AGM approved of the proposed Board remuneration in accordance with the following: SEK 1,500,000 to the Chairman of the Board, SEK 437,500 to each of the Directors elected by the General Meeting 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 approved remunerations are the same as the previous year. The Auditor’s fee shall be paid on the basis of approved invoice.

Accounts
The parent company's and the Group's income statements and balance sheets were adopted. The Board of Directors and the President were discharged from liability for the fiscal year 2006.

Dividend
The proposed dividend of SEK 2.25 per share was adopted. The record date for the dividend was set to Tuesday, April 24, 2007 and the estimated date for the payment of the dividend is Friday, April 27, 2007.

Nomination Committee
The AGM decided that the company shall have a Nomination Committee consisting of five members. The members should be one representative of each of the four largest shareholders in the company with regard to the number of votes held, together with the Chairman of the Board of Directors.

Principles for remuneration and resolution on long term incentive program
The AGM decided to approve the Board of Directors' proposal for remuneration principles for Husqvarna’s Group Management.
Furthermore, the AGM resolved in accordance with the Board’s proposal to adopt a performance based long-term incentive program for 2007.

Amendment of the articles of association
The AGM resolved in accordance with the Board’s proposal to amend the articles of association by removal of the last paragraph of § 5, meaning that a bonus issue of only one class of shares may be executed.

Reduction of the share capital
The AGM resolved in accordance with the Board’s proposal to reduce the share capital by SEK 6, by way of redemption of three shares of class B from Investor AB without payment.

Bonus Issue
The AGM resolved in accordance with the Board’s proposal on a bonus issue of 88,877,745 A-shares. The bonus issue will increase the share capital by SEK 177,755,490, which will be obtained through re-allocation of funds from unrestricted equity according to the most recently adopted balance sheet. Each existing A- or B-share shall entitle to one (1) bonus share right for A-shares. Ten (10) bonus share rights shall entitle to three (3) new A-shares. Shareholder's bonus share rights that are not multiples of ten shall be sold through the company and the funds received shall be allocated net of sales costs to the shareholders whose bonus share rights have been sold. The new shares shall entitle to dividend from and including the financial year 2007. The record date for the bonus issue was set to 16 May 2007.

Acquisitions and transfers of own shares
The AGM resolved to authorise the Board to resolve to acquire and transfer the company’s own shares of class B at the Stockholm Stock Exchange against cash consideration until the Annual General Meeting in 2008. Acquisitions and transfers shall comprise no more than 3 per cent. of the company’s shares and shall be made at a price within the registered spread at any given time. The purpose is to hedge the company’s obligations in connection with implemented incentive programs.
The AGM resolved to transfer at most 2,880,000 of the company’s own shares of series B to the participants in the company’s incentive programs. Transfers of shares under the Husqvarna Performance Share plan 2006 and in accordance with share awards granted under the incentive program for 2007 will be made without consideration. Transfers of shares in accordance with the employee stock options granted under the incentive program for 2007 will be made at a price corresponding to 110 % of the close price of the company’s Class B share on the Stockholm Stock Exchange during a period of 10 trading days prior to the grant of options.
Currently, the company does not hold any own shares.

Authorization for new share issue
The AGM resolved to authorize the Board to resolve on the issue of not more than 38.5 million new A- and/or B-shares against consideration in kind, on one or more occasions, during the period until the Annual General Meeting in 2008. The division between shares of class A and class B shall substantially correspond to the division of shares at the time of the issue of new shares. The price for the new shares shall be based on the prevailing market price of the Husqvarna share. The purpose of the authorization is to facilitate acquisitions where payment will be made in own shares.

Subscribe

Documents & Links