Bulletin from the Annual General Meeting of Husqvarna AB (publ)
The AGM of Husqvarna AB (publ) was held on April 21, 2015 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 1.65 per share to be paid in two installments, firstly SEK 0.55 per share with Thursday, April 23, 2015 as the first record day, secondly SEK 1.10 per share with Friday October 23, 2015 as the second record day. The estimated dates for payment are Tuesday, April 28, 2015 and Wednesday, October 28, 2015. The Board of Directors and the Presidents were discharged from liability for the financial year 2014.
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. Magdalena Gerger, Tom Johnstone, Ulla Litzén, Katarina Martinson, Daniel Nodhäll, David Lumley, Lars Pettersson and Kai Wärn were re-elected. Lars Westerberg declined re-election. Tom Johnstone was elected Chairman of the Board.
The AGM approved the Nomination Committee’s proposal regarding remuneration to the Board of SEK 5,260,000 in total, whereof SEK 1,725,000 to the Chairman of the Board, and SEK 500,000 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 80,000 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.
Principles for remuneration and long-term incentive program
The AGM approved the Board of Directors' proposal for principles of remuneration to Husqvarna Group Management.
Furthermore, the AGM approved the Board of Director's proposal for a performance based long-term incentive program for 2015, LTI 2015.
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 re-purchase of B-shares, conditioned upon that the Company’s holding does not at any time exceed 1% of the total number of issued shares in the Company. Shares shall be purchased on NASDAQ Stockholm at a price within the share-price spread registered at the time.
In addition, the AGM authorized the Board of Directors to on one or more occasions during the period up to the next AGM, sell the Company’s own B-shares on NASDAQ Stockholm. Shares may only be sold on NASDAQ Stockholm for cash 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 re-purchase and 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 consideration in kind, on one or more occasions during the period up to the AGM in 2016. 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.
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 19.15 on April 21, 2015.
For additional information, please contact
Tobias Norrby, Investor Relations Manager at 46 8 738 93 35 or ir@husqvarnagroup.com
Husqvarna Group
Husqvarna Group is a world leading producer of outdoor power products including chainsaws, trimmers, robotic lawn mowers and garden tractors. 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 end-customers in more than 100 countries. Net sales in 2014 amounted to SEK 33 billion, and the Group had more than 14,000 employees in 40 countries.