STOCKHOLM, March 11, 2021 /PRNewswire/ — The shareholders of Husqvarna AB (publ) are hereby arrive to participate in the 2021 Anniversary Accustomed Affair (“AGM”), which will be captivated on Wednesday, April 14, 2021. Due to the Covid-19 pandemic, the AGM will be conducted pursuant to so alleged mail-in procedures, acceptation that no shareholders will appear the AGM in actuality or through proxy. Instead, shareholders can participate in the AGM by voting and appointment questions in beforehand pursuant to the instructions declared below.
In adjustment to participate in the AGM, a actor must
a. be registered in the annals of shareholders maintained by Euroclear Sweden AB as of Tuesday, April 6, 2021, and
b. acquaint appearance at the AGM no afterwards than Tuesday, April 13, 2021. The exercise of voting rights in accordance with the mail-in action will be advised as a notification from the actor to appear the meeting.
Shareholders whose shares are registered in the names of banks or added nominees allegation briefly annals the shares in their own name in adjustment to be advantaged to participate in the AGM via the mail-in action not afterwards than on Thursday, April 8, 2021. To ensure that such allocation is in abode as of Thursday, April 8, 2021, shareholders allegation acquaint the appointee able-bodied in beforehand of that date.
A. Overview of Mail-In Procedures for the AGM
Due to the Covid-19 communicable and in adjustment to ensure the bloom and assurance of the Company’s shareholders, advisers and added stakeholders, the Lath of Directors of Husqvarna AB has bound on amazing affair procedures pursuant to Area 22 of the acting act on accustomed affairs (2020:198) (the “Temporary Act. Specifically, the afterward procedures will apply:
At the time of the affair of this Apprehension of AGM, the absolute cardinal of shares in the Aggregation amounts to 111,688,331 A-shares and 464,655,447 B-shares, agnate to 158,153,875.7 votes in total. The Aggregation holds no A-shares or B-shares as of the date of this notice.
B. Action for Avant-garde Voting and Questions
A actor can exercise his/her/its shareholder’s rights at the AGM by in beforehand (A) voting on the items on the calendar of the AGM, and (B) appointment questions to the Company.
Any registered actor intending to participate in the AGM (via avant-garde voting or questions), allegation abide the afterward advice in affiliation with their agnate submissions:
The abstracts accustomed will be computerized and acclimated alone for the purpose of the 2021 AGM.
For shareholders adulatory to participate through an accustomed adumbrative (i.e., area such accustomed adumbrative is the one appointment avant-garde voting or questions on anniversary of such shareholder), the Aggregation will accommodate ability of advocate templates on the Company’s website. Shareholders accommodating through an accustomed adumbrative allegation abide the ability of advocate calm with the voting anatomy or question. If the actor is a acknowledged entity, a archetype of a allocation affidavit or a agnate certificate for the acknowledged article shall be enclosed.
B1. Beforehand voting
Advance voting will be accessible as of Thursday, March 11, 2021 until Tuesday, April 13, 2021. A actor can vote in beforehand by any of the afterward three methods:
1. Website Voting: Voting may be done electronically through signing with BankID on the Company’s website www.husqvarnagroup.com
2. Email Voting: Voting may be submitted by commutual the beforehand voting anatomy accessible on the Company’s website www.husqvarnagroup.com and again emailing such anatomy to the afterward email abode [email protected], calm with any ability of advocate and/or added allocation abstracts (See Area B, above).
3. Accustomed Mail: Voting may be submitted by commutual the beforehand voting anatomy accessible on the Company’s website www.husqvarnagroup.com and afterwards achievement sending a concrete archetype (i.e., printed out) of such form, calm with any ability of advocate and/or added allocation abstracts (See Area B, above) to the afterward address, Husqvarna AB (publ), “Advance voting 2021 AGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.
A actor cannot accord any added instructions than selecting one of the options authentic at anniversary point in the avant-garde voting form. A vote (i.e., the postal voting in its entirety) is invalid if the actor has adapted the anatomy to accommodate specific instructions or altitude or if pre-printed argument is adapted or supplemented.
An email or accustomed mail voting form, calm with any amid ability of advocate and added allocation documentation, allegation accept been accustomed by Husqvarna no afterwards than on Tuesday, April 13, 2021. If accustomed later, the vote will be disregarded.
For questions apropos beforehand voting, amuse acquaintance Euroclear Sweden AB,
ph. 46 36 14 70 10, amid 9:00 a.m. and 4:00 p.m. (CET) weekdays.
Questions to the Aggregation in affiliation with the AGM can be submitted to Husqvarna up until Sunday, April 4, 2021. Shareholders adulatory to affectation questions may do so by any of the afterward methods:
1. Email: Questions may be submitted by emailing to the afterward email abode [email protected]
2. Accustomed Mail: Questions may be submitted by accustomed mail to the afterward address, Husqvarna AB, “AGM 2021”, P.O. Box 7454, SE-103 92 Stockholm, Sweden.
In adjustment for questions so submitted to be accepted, such acquiescence allegation accommodate the name of the shareholder, including such shareholder’s claimed or alignment number. While not formally required, we additionally ask that all acquiescence accommodate the appointment shareholder’s postal address, email abode and blast number.
Questions submitted by shareholders allegation accept been accustomed by Husqvarna no afterwards than on Sunday, April 4, 2021, and will be responded to and appear not afterwards than on Friday, April 9, 2021. The questions and responses will be accessible at the Company, Husqvarna AB, Regeringsgatan 28, SE-111 53 Stockholm, Sweden and on the Company’s website, www.husqvarnagroup.com, and will be beatific to the actor provided the shareholder’s abode is accepted by the Aggregation or provided by the actor calm with the question.
The Lath of Directors and the CEO shall, aloft appeal of a shareholder, and provided that the Lath of Directors deems this can be done afterwards causing aloft abuse to the Company, acquaint about affairs which ability affect the appraisal of an anniversary on the calendar or affairs affecting Husqvarna’s or its subsidiaries’ banking bearings or about Husqvarna’s affiliation to accession Group entity, or in affiliation to the circumscribed Anniversary Report
C. AGM Agenda
1. Opening of the AGM
2. Acclamation of Chair of the Meeting
3. Alertness and approval of the voting list
4. Approval of the agenda
5. Acclamation of one or two minute-checkers
6. Assurance as to whether the Affair has been appropriately convened
7. Resolutions concerning
a. acceptance of the Accumulation and Accident Account and the Balance Sheet as able-bodied as the Circumscribed Accumulation and Accident Account and the Circumscribed Balance Sheet
b. proposed administering of balance (allocation of the Company’s accumulation or accident pursuant to the adopted Balance Sheet)
c. acquittal from accountability of the Directors and the CEO
8. Assurance of the cardinal of Directors and Auditors to be elected
a. cardinal of Directors
b. cardinal of Auditors
9. Assurance of accomplishment to the Directors
10. Acclamation of Directors and Chair of the Board
a. alone acclamation of Directors
b. acclamation of Chair of the Board
11.Election of, and accomplishment to, alien Auditors
a. acclamation of alien Auditors
b. assurance of accomplishment to alien Auditors
12. Resolution to accept the Accomplishment Report
13. Resolution on accomplishment guidelines for Group Management
14. Resolution apropos the acceptance of a abiding allurement affairs (LTI 2021)
15. Resolution on allocation to access into disinterestedness bandy arrange to awning obligations beneath LTI 2021 and any ahead bound LTI programs
16. Resolution on allocation to boldness on the arising of new shares
17. Resolution to alter the Articles of Association
18. Closing of the Meeting
D. Explanation of Assertive AGM Proposals
Election of Chair of the Affair (item 2)
The Nomination Board proposes that Björn Kristiansson be adopted Chair of the AGM.
Preparation and approval of the voting anniversary (item 3)
The voting anniversary that is proposed to be accustomed is the voting anniversary that has been able by Euroclear Sweden AB, based on the accustomed affair allocation annals and votes received, arrested by the minute-checkers.
Election of one or two minute-checkers (item 5)
The Lath of Directors proposes that two minute-checkers be elected, and that Henrik Didner, Didner & Gerge Fonder AB and Ricard Wennerklint, If Skadeförsäkring AB are elected, or, if accession or both of them are clumsy to appear the meeting, any added actuality proposed by Husqvarna’s Nomination Committee.
Proposed administering of balance (item 7 b)
The Lath of Directors proposes a allocation for banking year 2020 of SEK 2.40 per share, to be paid in two installments, firstly SEK 0.80 per allocation with Friday, April 16, 2021 as the aboriginal almanac day, and secondly SEK 1.60 per allocation with Monday, October 18, 2021 as the added almanac day. Bold the AGM resolves in accordance with the Lath of Directors’ proposal, the estimated (i) aftermost day for trading in Husqvarna shares with adapted to the applicative allocation of the allocation acquittal (ii) applicative almanac day, and (iii) date for acquittal from Euroclear Sweden AB for anniversary of the installments are as follows:
(SEK 0.80 per share)
(SEK 1.60 per share)
Last day for trading
April 14, 2021 (Wednesday)
October 14, 2021 (Thursday)
April 16, 2021 (Friday)
October 18, 2021 (Monday)
April 21, 2021 (Wednesday)
October 21, 2021 (Thursday)
Determination of the cardinal of Directors and Auditors to be adopted (item 8)
The Nomination Board proposes that the Lath of Directors shall be comprised of eight Directors to be adopted by the AGM and one analysis firm.
Determination of accomplishment to the Directors (item 9)
The Nomination Board proposes that Directors adopted by the AGM and not active by the Aggregation accept the afterward basal advantage for their lath assignment in 2021 (plus applicative added accomplishment for board work):
Chair of the Board
Audit Board Chair
Audit Board member
People & Sustainability Board Chair
People & Sustainability Board member
In accession to the advantage declared above, and acceding for biking expenses, the Nomination Board proposes that the afterward advantage be paid to adopted Directors for anniversary concrete affair abounding in Sweden (no change from above-mentioned year):
Residence of Director
Per Affair Compensation
Outside of Europe
The Nomination Board declares its apprehension that anniversary adopted Director appoint themselves financially in Husqvarna by accepting Husqvarna shares aural a aeon of bristles years, agnate to about one year’s remuneration, afflicted afore tax.
Election of Directors and Chair of the Lath (item 10)
a) Alone acclamation of Directors
Due to Ulla Litzén giving apprehension to the Nomination Board that she will not be accessible for re-election as a Lath member, the Nomination Board proposes that Ingrid Bonde be adopted as a new Lath affiliate at the 2021 AGM and that all added accepted associates be re-elected. Thus, the Nomination Board proposes the acclamation of:
1. Tom Johnstone,
2. Katarina Martinson,
3. Bertrand Neuschwander,
4. Daniel Nodhäll,
5. Lars Pettersson,
6. Christine Robins,
7. Henric Andersson, and
8. Ingrid Bonde (new election).
The proposed Directors are presented in added detail on the Company’s website.
b) Acclamation of Chair of the Board
The Nomination Board proposes that Tom Johnstone be appointed Chair of the Board.
Election of, and accomplishment to, alien Auditors (item 11)
a) Acclamation of alien Auditors
The Nomination Board proposes, in accordance with the Analysis Board advocacy afterwards accepting conducted a academic breakable process, the acclamation of KPMG as alien Accountant for the aeon from the 2021 AGM up until the end of the 2022 AGM.
KPMG has abreast that, provided that the AGM adopts the Nomination Committee’s angle apropos acclamation of alien Auditors, the registered auditor-in allegation will be accustomed accessible accountant Joakim Thilstedt.
Neither the Nomination Board angle nor the Analysis Board advocacy of alien Auditors has been accountable to access from third-party or accept been afflicted by any acceding and altitude that has bound the abandon of best in the acclamation of alien Auditors.
b) Assurance of accomplishment to alien Auditors
The Nomination Board proposes that the alien Auditors’ fee shall be paid on the base of accustomed invoice.
Resolution on accomplishment guidelines for Group Management (item 13)
The Lath of Directors proposes that the afterward accomplishment guidelines, for the CEO and added associates of Group Management, should be accustomed by the 2021 AGM.
These guidelines do not administer to any accomplishment contrarily absitively or anon accustomed by the AGM or added accustomed meeting.
The overarching appetite of the Company’s action is bazaar leadership, of which abiding assisting advance and actuality an accession baton are important aspects.
Built on a action for bazaar leadership, the Company’s business archetypal is advised for assisting growth, bringing the best forestry, backyard and garden and architecture solutions to the bazaar by maximizing assets and aspersing decay and carbon dioxide from operations. Added advice on the Company’s action and banking targets can be begin on the Company’s website http://www.husqvarnagroup.com/en/financial-targets.
A prerequisite for the acknowledged accomplishing of the Company’s business action and attention of its abiding interests, including its sustainability, is that the Aggregation is able to recruit and absorb able personnel. To this end, it is all-important that the Aggregation offers aggressive remuneration.
The guidelines set alternating in this anniversary shall administer to accomplishment and added appliance altitude of Group Management, as authentic in the Company’s Anniversary Report. The guidelines shall administer to affairs of appliance entered into afterwards the 2021 AGM and additionally to amendments fabricated thereafter to affairs of appliance which are in force.
Remuneration to associates of Group Management shall be on bazaar acceding and based on the position held, alone achievement and Group performance, and shall be on a aggressive base in the country of employment. The all-embracing accomplishment amalgamation for Group Management is comprised of anchored banknote salary, capricious banknote accomplishment in the anatomy of concise incentives based on anniversary achievement targets, abiding incentives, alimony and added benefits. In addition, there are altitude on apprehension of abortion and severance pay.
Additionally, the accustomed affair may – irrespective of the guidelines – boldness on, amid added things, share-related or allocation price-related remuneration.
The Aggregation shall aim to action a aggressive absolute accomplishment (i.e., all accomplishment elements declared below) akin with a primary focus on “pay for performance”.
Fixed banknote salary
Fixed bacon shall aggregate the base for absolute accomplishment and may bulk to not added than 70% of the absolute remuneration. The bacon shall be accompanying to the accordant bazaar and shall reflect the bulk of impact, addition and ability complex in the position. The bacon levels shall be advised consistently (normally annually) in adjustment to ensure connected competitiveness and accolade performance.
Variable banknote accomplishment (Short-term Incentive, “STI”)
The achievement of belief for appliance capricious banknote accomplishment shall be abstinent over a aeon of one year. The capricious banknote accomplishment may bulk to not added than 150% of the anchored bacon and not added than 50% of the absolute remuneration. The Lath of Directors decides whether the best levels shall be activated or if a lower akin shall be used. The akin of STI is set by the Lath of Directors based on admeasurement of position, demography into anniversary bulk of impact, addition and ability complex in the position but additionally country of employment.
Variable banknote accomplishment shall be codicillary aloft the fulfilment of authentic banking belief – such as operating income, sales growth, operating alive basic etc., as able-bodied as non-financial criteria, to advance the Group’s business action including its sustainability. The Lath of Directors and the People & Sustainability Board shall authorize these belief for the Group and/or for the business assemblage for which the affiliate of Group Management is amenable and ascertain the minimum/entry level, which allegation be exceeded for capricious accomplishment to be paid, and a maximum/stretch akin accordant for the accessible altitude period.
Up to a best of 20% of the CEO’s and added Group Management member’s absolute STI befalling may be based on banking or non-financial alone key achievement indicators (KPIs). The belief shall be advised so as to accord to the Company’s business action and abiding interests, including its sustainability. The admeasurement to which the belief for appliance capricious accomplishment has been annoyed shall be evaluated/determined back the applicative one-year altitude aeon has ended. The People & Sustainability Board is amenable for the appraisal and it shall be based on the latest banking advice fabricated accessible by the Company. Any alone KPIs for the CEO shall be bent and evaluated by the Lath of Directors and the People & Sustainability Board while the CEO shall be amenable for free and evaluating alone KPIs for added associates of Group Management.
The Lath of Directors will annually appraise if a abiding allurement affairs should be offered and be proposed to the AGM. The accolade akin of such abiding allurement affairs may bulk to not added than 120% of the anchored bacon back the affairs is launched.
Pension and added benefits
Pension and affliction allowances shall be advised to reflect regulations and convenance in the country of employment. Alimony affairs shall be authentic addition affairs and the employer contribution, including contributions for affliction pension/insurance, may bulk to not added than 40% of the anchored banknote bacon and not added than 30% of the absolute remuneration.
Other allowances may include, for example, activity and bloom affliction insurance, apartment allowance and aggregation cars. Costs apropos to such allowances may bulk to not added than 20% of the anchored banknote bacon and not added than 15% of the absolute remuneration. For employments absolute by binding rules, alimony and added allowances may be appropriately adapted for acquiescence with binding rules or accustomed bounded practice, demography into account, to the admeasurement possible, the all-embracing purpose of these guidelines.
Group Management associates who are expatriates may accept added accomplishment and allowances to the admeasurement reasonable in ablaze of the adapted affairs associated with the departer arrangement, demography into account, to the admeasurement possible, the all-embracing purpose of these guidelines. Such accomplishment and allowances may not in absolute beat 80% of the anchored banknote salary.
Termination of employment
The apprehension aeon may not beat twelve months if apprehension of abortion of appliance is fabricated by the Company. Anchored banknote bacon during the aeon of apprehension and severance pay may calm not beat an bulk agnate to anchored bacon for two years. The aeon of apprehension may not beat six months back abortion is fabricated by the Group Management member, unless there is a adapted to severance pay to atone for a best apprehension period. Associates of Group Management shall be answerable not to attempt with the Aggregation during the apprehension period. Based on the affairs in anniversary case, a non-compete obligation with connected severance pay may be activated additionally afterwards the end of the apprehension period. Non-compete obligation shall not administer for added than 24 months from the end of the apprehension aeon and the severance pay during such non-compete aeon may not beat an bulk agnate to the anchored salary.
Additionally, accomplishment may be paid for non-compete undertakings to atone for accident of assets and shall alone be paid in so far as the ahead active Group Management affiliate is not advantaged to severance pay. The accomplishment shall bulk to not added than 60% of the anchored bacon at the time of abortion of employment, unless contrarily provided by binding aggregate acceding provisions, and be paid during the time the non-compete adventure applies, about not for added than 24 months afterward abortion of employment.
Salary and appliance altitude for employees
In the alertness of the Lath of Directors’ angle for these accomplishment guidelines, bacon and appliance altitude for advisers of the Aggregation accept been taken into anniversary by including advice on the employees’ absolute income, the apparatus of the accomplishment and access and advance bulk over time, in the People & Sustainability Committee’s and the Lath of Directors’ base of accommodation back evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap amid the accomplishment to admiral and accomplishment to added advisers will be appear in the accomplishment abode to be appear in accordance with the EU Actor Rights Directive.
The controlling action to determine, analysis and apparatus the guidelines
The Lath of Directors has accustomed a People & Sustainability Committee, which qualifies as a “remuneration committee” aural the acceptation of the Swedish Code of Corporate Governance (the “Committee”). The Committee’s tasks accommodate advancing the Lath of Directors’ accommodation to adduce guidelines for Group Management remuneration. The Lath of Directors shall adapt a angle for new guidelines at atomic every fourth year and abide it to the accustomed meeting. The guidelines shall be in force until new guidelines are adopted by the accustomed meeting. The People & Sustainability Board shall additionally adviser and appraise programs for capricious accomplishment for Group Management, the appliance of the guidelines for Group Management accomplishment as able-bodied as the accepted accomplishment structures and advantage levels in the Company.
The associates of the People & Sustainability Board are absolute of the Aggregation and its Group Management. The CEO and added associates of Group Management do not participate in the Lath of Directors’ processing of and resolutions apropos remuneration-related affairs in so far as they are afflicted by such matters.
Derogation from the guidelines
The Lath of Directors may boldness to back-bite from the guidelines, in accomplished or in part, if in a specific case there is adapted account for the abasement and a abasement is all-important to serve the Company’s abiding interests, including its sustainability, or to ensure the Company’s banking viability. As set out above, the People & Sustainability Committee’s tasks accommodate advancing the Lath of Directors’ resolutions in remuneration-related matters. This includes any resolutions to back-bite from the guidelines. Any abasement from the guidelines allegation not account any of the accomplishment elements to beat two times the best akin authentic in these guidelines.
Resolution apropos the acceptance of a abiding allurement affairs (LTI 2021) (item 14)
Summary of the program
The Lath of Directors proposes that the 2021 AGM resolves to accept a achievement based continued appellation allurement affairs (“LTI 2021”) in band with the afterward description.
The affairs is based on the aforementioned attempt as the allurement affairs accepted in 2020 (LTI 2020).
LTI 2021 is proposed to be offered to a best of 100 chief managers aural the Husqvarna Group and offers participants the befalling to accept “performance allocation awards”. Accountable to the fulfilment of assertive achievement targets and altitude during a three-year vesting period, achievement allocation awards to be accepted in 2021 will belong and accord adapted to Husqvarna B-shares in accordance with the following.
Participants in LTI 2021 will be accepted a cardinal of achievement allocation awards based on such participant’s anniversary ambition assets (fixed bacon added capricious bacon at a ambition level) in 2021.
The cardinal of achievement allocation awards that belong and accord rights to accept B-shares added depends on the fulfilment of assertive levels of access of the Company’s bulk conception (defined as Balance Afore Absorption and Tax – Boilerplate Net Assets x Weighted Boilerplate Bulk of Capital), during the calendar years 2021-2023, as bent by the Lath of Directors. These levels are “Entry”, “Target” and “Stretch”. Entry constitutes a minimum akin which allegation be exceeded in adjustment for the achievement allocation awards to belong and accord adapted to B-shares. The levels accord to the afterward cardinal of B-shares, with a beeline progression amid anniversary level:
If the bulk for the B-shares would access added than 200% during the three-year vesting period, the cardinal of achievement allocation awards that belong and accord adapted to B-shares will be bound to the bulk of the best allocation at Stretch akin at a allocation bulk access of 200% from admission of allocation awards to vesting (vesting period). This limitation enables ascendancy and adequation over the best ambit and bulk of the program.
Additional acceding & conditions
The achievement allocation awards shall be absolute by the afterward acceding and conditions:
Vesting of achievement allocation awards and allocation of B-shares in Husqvarna requires that the actor is then, with assertive exceptions, still active by the Husqvarna Group
Design and administration
The Lath of Directors, or a board accustomed by the Board, shall be amenable for the abundant architecture and administering of LTI 2021, in accordance with the presented acceding and guidelines. To this end, the Lath of Directors shall be advantaged to accomplish adjustments to accommodated calm or adopted regulations or bazaar conditions. The Lath of Directors may additionally accomplish added adjustments if cogent changes in the Husqvarna Group, or its environment, would aftereffect in the bound acceding and altitude for LTI 2021 no best actuality adapted to apply.
In accordance with the aloft attempt and assumptions, LTI 2021 will comprise the afterward cardinal of B-shares for the altered categories of participants: the CEO, about 88,000 B-shares, added associates of Group Management, anniversary about an boilerplate of 31,000 B-shares, agnate to a absolute of about 248,000 B- shares, and added participants, anniversary about an boilerplate of 15,000 B- shares, agnate to a absolute of about 1,365,000 B-shares. The aloft declared numbers are afflicted bold the accomplishment of achievement akin Stretch as declared above.
Scope and costs of LTI 2021
LTI 2021 is estimated to comprise a best of 1.7 actor B-shares, which corresponds to beneath than 0.3% of the absolute cardinal of outstanding shares. The Aggregation has about 576 actor shares outstanding. The issued and outstanding rights to shares in accordance with the Company’s antecedent outstanding allurement programs (LTI 2018, LTI 2019 and LTI 2020) accord to about 0.9% of the absolute cardinal of outstanding shares. The Company’s allurement programs’ aftereffect on important key abstracts is alone marginal. Advice on LTI 2018, LTI 2019 and LTI 2020 can be begin in the Anniversary Abode for 2020, calendar 4, and on the Company’s website, www.husqvarnagroup.com.
LTI 2021 will be accounted for in accordance with IFRS 2 – Share-based Payment. IFRS 2 stipulates that the achievement allocation awards should be expensed as cadre costs over the vesting aeon and will be appear anon adjoin equity. Estimated amusing aegis accuse will be recorded as a cadre bulk in the assets account by accepted reservations. The bulk for LTI 2021 is estimated to bulk to SEK 88m afore tax, if the achievement akin Ambition is reached, and is allocated over the years 2021-2024. The agnate bulk at achievement akin Stretch is estimated to SEK 176m. Financing costs and amusing aegis accuse are included in the estimated amounts. The admiration of bulk aloft is based on the assumptions that the allocation bulk is SEK 105 at the time of admission of the achievement allocation awards, that the anniversary allocation bulk access for the Company’s
B-shares is 5%, that amusing aegis accuse bulk to 25% and that the anniversary agent about-face is 5% amid the participants of LTI 2021. In adjustment to ensure commitment of Husqvarna B-shares beneath LTI 2021 and to absolute the costs, including amusing aegis charges, for LTI 2021, the Lath of Directors will accept ambiguity measures, such as disinterestedness bandy agreements with third parties, beneath which the third affair would in its own name buy and alteration Husqvarna B-shares to the participants in accordance with LTI 2021 provided that the AGM resolves in accordance with Anniversary 15 on the agenda. The ambiguity options are declared beneath beneath Anniversary 16 of the agenda. The ambition is to not affair new shares as a aftereffect of LTI 2021.
The account for the proposal
The purpose of LTI 2021 is to access and accolade continued appellation performance, adjust shareholders’ and managements’ interest, allure and absorb key advisers and accommodate capricious accomplishment instead of anchored salary. In ablaze of the above, the Lath of Directors believes that adopting LTI 2021 will accept a absolute aftereffect on the development of the Husqvarna Group and appropriately that it will be benign to both the shareholders and the Company.
LTI 2021 is based on the aforementioned attempt as LTI 2020 and has in accordance with guidelines set out by the People & Sustainability Board been able by Group Management in appointment with alien advisors, demography into application evaluations of antecedent allurement programs. LTI 2021 has been advised at affairs of the Lath of Directors in 2020 and 2021.
Resolution on allocation to access into disinterestedness bandy arrange to awning obligations beneath LTI 2021 and any ahead bound LTI programs (item 15)
The Lath of Directors proposes that the 2021 AGM authorizes the Lath of Directors to canyon a resolution, on one or added occasions, for the aeon up until the abutting AGM, to absolute the Aggregation to access one or added disinterestedness bandy agreements with a third affair (e.g., a bank), on acceding and altitude in accordance with bazaar practice, to barrier the obligations of the Aggregation beneath LTI 2021 and any ahead bound allurement programs (the “Covered Programs”). Beneath such disinterestedness bandy arrangements, in barter for assertive fees paid by the Company, the third affair acquires (in its own name) such cardinal of Husqvarna B-shares as are all-important to awning the Company’s obligations beneath the Covered Programs and then, alteration (in its own name) such shares to the participants per the acceding of the Covered Programs.
Resolution on allocation to boldness on the arising of new shares (item 16)
The Lath of Directors proposes that the 2021 AGM authorizes the Lath to boldness to affair not added than 57,634,377 B-shares, which represents 10% of the absolute cardinal of shares in the Company, adjoin acquittal in kind, on one or several occasions, during the aeon until the abutting AGM.
The bulk for the new shares shall be based on the bazaar bulk of the Company’s B-shares. The purpose of the allocation is to facilitate acquisitions area the application will be paid with own shares.
Resolution to alter the Articles of Association (item 17)
The Lath of Directors proposes that Company’s Articles of Association be adapted as follows:
The Lath of Directors may aggregate proxies in accordance with the action declared in Chapter 7, area 4, added branch of the Companies Act. The Lath of Directors has the adapted afore a shareholders affair to adjudge that shareholders shall be able to exercise their voting rights by accustomed mail afore the shareholders meeting.
The Lath of Directors may aggregate proxies in accordance with the action declared in Chapter 7, area 4, added branch of the Companies Act. The Lath of Directors has the adapted afore a shareholders affair to adjudge that shareholders shall be able to exercise their voting rights by accustomed mail afore the shareholders meeting.
Persons who are not shareholders of the aggregation shall, in accordance with acceding assured by the Lath of Directors, be advantaged to appear or in some added abode adviser the affairs of the Accustomed Affairs of Shareholders.
For a accurate resolution beneath the calendar anniversary 17 a actor majority of two-thirds of the votes casting and the shares represented at the AGM is required. For all added calendar items aloft except elections, a actor majority of bisected of the votes casting at the AGM is required. For elections, the person(s) accepting the accomplished cardinal of votes is elected.
Information on the proposed Lath of Directors of Husqvarna AB as able-bodied as the proposed alien accountant and the Nomination Committee’s Explanatory Account etc. are accessible on the Company’s website, www.husqvarnagroup.com. The Anniversary Abode and the Analysis Abode as able-bodied as the Auditors abode on the guidelines adopted apropos accomplishment are presented by actuality accessible at the Aggregation and on the Company’s website, www.husqvarnagroup.com. They will, on request, be beatific to shareholders at the abode provided. The allocation annals will be accessible at Husqvarna AB, Regeringsgatan 28, SE-111 53 Stockholm, Sweden.
For advice on how your claimed abstracts is processed, see
Stockholm in March 2021Husqvarna AB (publ)THE BOARD OF DIRECTORS
For added advice amuse contact:
Johan Andersson, Director, Corporate Communications and Investor Relations, 46 702 100 451 or [email protected]
Husqvarna Group is a all-around arch ambassador of alfresco ability articles and avant-garde solutions for forest, esplanade and garden care. Articles accommodate chainsaws, trimmers, automatic backyard mowers and ride-on backyard mowers. The Group is additionally the European baton in garden watering articles and a all-around baton in acid accessories and design accoutrement for the architecture and bean industries. The Group’s articles and solutions are awash beneath brands including Husqvarna, Gardena, McCulloch, Flymo, Zenoah and Diamant Boart via dealers and retailers to consumers and professionals in added than 100 countries. Net sales in 2020 amounted to SEK 42bn and the Group has about 12,400 advisers in 40 countries.
1 Agnate to the boilerplate closing bulk of Husqvarna’s B-share at Nasdaq Stockholm during December 2020, January 2021 and February 2021.
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SOURCE Husqvarna AB
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