STOCKHOLM–(BUSINESS WIRE)–Regulatory News:
The shareholders of Husqvarna AB (publ) (STO:HUSQB) are hereby arrive to appear the Anniversary General Meeting, which will be captivated at 4:00 p.m. on Wednesday, April 6, 2016 at the Elmia Congress Centre, Hammarskjöld Hall, Elmiavägen 15 in Jönköping, Sweden.
Allocation and notification
Shareholders who intend to appear at the Anniversary General Affair allegation
· be registered in the annals of shareholders maintained by Euroclear Sweden AB as of Thursday, March 31, 2016, and
· acquaint the Aggregation of their ambition to appear no afterwards than Thursday, March 31, 2016, by mail to Husqvarna AB, c/o Euroclear Sweden AB, PO Box 191, SE 101 23 Stockholm, Sweden, or by blast at 46 36 14 70 10 amid 9:00 a.m. and 4:00 p.m. (CET) weekdays or via the Company’s website, www.husqvarnagroup.com/agm.
The notification allegation accommodate the shareholder’s name, claimed or aggregation allocation number, address, blast cardinal and advice of the cardinal of administration (maximum two) that will be attending, if any. The abstracts accustomed will be computerized and acclimated alone for the purpose of the Anniversary General Affair 2016. For shareholders adulatory to participate through an accustomed representative, the Aggregation will accommodate ability of advocate templates on the Company’s website. Shareholders accommodating through an accustomed adumbrative should abide the ability of advocate to the aloft abode above-mentioned to the date of the Anniversary General 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 appear the Anniversary General Meeting. To ensure that such allocation is in abode as of Thursday, March 31, 2016, shareholders allegation acquaint the appointee able-bodied in beforehand of that date.
At the time of the affair of this notice, the absolute cardinal of shares in the Aggregation amounts to 113,694,825 A-shares and 462,648,953 B-shares, agnate to 159,959,720.3 votes in total. The Aggregation holds 3,343,015 B-shares at the aforementioned point in time.
1. Opening of the Anniversary General Affair
2. Acclamation of Chairman of the Affair
3. Preparation and approval of the voting account
4. Approval of the calendar
5. Acclamation of one or two minute-checkers
6. Determination as to whether the Affair has been appropriately convened
7. Presentation of the Anniversary Abode and the Audit Abode as able-bodied as the Circumscribed Accounts and the Audit Abode of the Group and in affiliation therewith, the President’s abode on the business operations
8. Resolution apropos a) acceptance of the Accumulation and Accident Account and the Balance Sheet as able-bodied as the Circumscribed Accumulation and Accident Account and the Consolidated Balance Sheet; b) allocation of the Company’s accumulation or accident pursuant to the adopted Balance Sheet; c) discharge from accountability of the Directors and the President and CEO.
9. Determination of the cardinal of Directors to be adopted
10. Determination of accomplishment to the Directors and the Auditors
11. Acclamation of Directors and Chairman of the Board a) Individual acclamation of Directors; b) Election of Chairman of the Board.
12. Resolution on attempt for accomplishment for Group Management
13. Resolution apropos the acceptance of a continued appellation allurement affairs (LTI 2016)
14. Repurchase, auction and disinterestedness swaps of Husqvarna Class B-shares a) Resolution on allocation to repurchase Husqvarna Class B-shares; b) Resolution on allocation to advertise Husqvarna Class B-shares; c) Resolution on allocation to access into disinterestedness bandy arrange to awning obligations beneath LTI 2016 and any ahead bound LTI programs.
15. Resolution on allocation to dness on affair of new shares
16. Closing of the Affair
Acclamation of Chairman of the Affair (item 2) The Nomination Board proposes that Björn Kristiansson be adopted Chairman of the Anniversary General Meeting.
Proposed administration of balance (item 8 b) The Board of Directors proposes a allocation for the banking year 2015 of SEK 1.65 per share, to be paid in two installments, firstly SEK 0.55 per allocation with Friday, April 8, 2016 as the aboriginal almanac day, secondly SEK 1.10 per allocation with Monday, October 10, 2016 as the added almanac day. If the Anniversary General Affair resolves in accordance with the Board of Directors’ proposal, the estimated dates for acquittal from Euroclear Sweden AB are Wednesday, April 13, 2016 and Thursday, October 13, 2016, respectively. The aftermost day for trading in Husqvarna shares with appropriate to the aboriginal allocation of the allocation is Wednesday, April 6, 2016 and the aftermost day for trading with appropriate to the added allocation of the allocation is Thursday, October 6, 2016.
In summary, the dates are as follows:
Determination of the cardinal of Directors to be adopted (item 9)
The Nomination Board proposes that the Board of Directors shall be added with one added Director and appropriately be comprised of nine Directors to be adopted by the Anniversary General Meeting, and no deputies.
Determination of accomplishment to the Directors and the Auditors (item 10)
The Nomination Board proposes that Directors accept the afterward basal advantage for their Board assignment (including the adumbrated added accomplishment for board work):
In accession to the basal advantage declared aloft and agreement for biking expenses, the Nomination Board proposes that the afterward advantage be paid to Directors for anniversary concrete affair abounding in Sweden:
The Nomination Board declares that it expects the Directors to appoint themselves financially in Husqvarna by accepting Husqvarna shares aural a aeon of bristles years, agnate to about one year’s remuneration, affected afore tax.
The Nomination Board proposes that the Auditors’ fee shall be paid on the base of accustomed invoice, in accordance with antecedent years practice.
Acclamation of Directors and Chairman of the Board (item 11)
a) Individual acclamation of Directors
The Nomination Board proposes re-election of
(i) Magdalena Gerger,
(ii) Tom Johnstone,
(iii) Ulla Litzén,
(iv) David Lumley,
(v) Katarina Martinson,
(vi) Daniel Nodhäll,
(vii) Lars Pettersson and
(viii) Kai Wärn.
In addition, the Nomination Board proposes the acclamation of a new Director (ix) Bertrand Neuschwander.
Mr. Neuschwander is Chief Operating Officer of Groupe SEB, France back 2014, and has ahead captivated chief positions with the Groupe SEB, Devanlay/Lacoste and Aubert Group.
The proposed Directors are presented in added detail on the Company’s website.
b) Acclamation of Chairman of the Board
The Nomination Board proposes that Tom Johnstone be appointed Chairman of the Board.
Resolution on attempt for accomplishment for Group Management (item 12)
The Board of Directors proposes that accomplishment to Group Management shall be comprised of anchored salary, capricious bacon in the anatomy of concise incentives based on anniversary achievement targets, abiding incentives, pensions and added benefits. For the President and CEO and added associates of Group Management, the attempt for accomplishment as accustomed by the Anniversary General Affair 2015 apply. The Board of Directors proposes that the agnate attempt should be accustomed by the Anniversary General Affair 2016 for the aeon up to and including the Anniversary General Affair 2017.
The proposed accomplishment principals are declared in the complete ”Proposals by the Board of Directors to be presented at the Anniversary General Affair of shareholders of Husqvarna AB (publ) on Wednesday, April 6, 2016”, which will be appear on the Company’s website not afterwards than three weeks above-mentioned to the AGM.
The absolute accomplishment to associates of Group Management for 2016 is estimated to bulk to amid MSEK 65 and MSEK 120 depending on the bulk to which the targets (entry-target-stretch) of the capricious accomplishment will be reached. The capricious accomplishment is appropriately estimated to bulk to best MSEK 55.
Severance pay which has not become payable amounts to a best of MSEK 1.8.
Resolution apropos the acceptance of a continued appellation allurement affairs (LTI 2016) (item 13))
Arbitrary of the affairs
The Board of Directors proposes that the Anniversary General Affair resolves to accept a achievement based continued appellation allurement program, LTI 2016. The affairs is proposed to be offered to a best of 80 chief managers aural the Husqvarna Group. The LTI 2016 offers participants the befalling to accept two types of allocation awards: (1) “matching allocation awards” and (2) “performance shares awards”. Subject to the fulfilment of assertive achievement targets and altitude during a three year vesting period, ogous allocation awards and achievement allocation awards, to be accepted in 2016, will belong and accord appropriate to Class B-shares in Husqvarna in accordance with the following.
The claimed advance and allocation awards
In adjustment to participate in the program, associates of Group Management allegation buy Class B-shares in Husqvarna to a bulk agnate to 10%, 15% applies for the CEO, of his/her anniversary anchored bacon in 2016. For added participants this claimed advance in shares is alternative but allegation be minimum 5% and best 10% of his/her anniversary anchored bacon in 2016 if he/she wants to participate in this allocation of the affairs (matching allocation awards).
For the participants which chose or allegation (member of Group Management) participate in the affairs through acquirement of Class B-shares in Husqvarna, the actor will be accepted one ogous allocation accolade for anniversary Class B-share purchased aural the framework of LTI 2016.
Achievement allocation awards
In accession to the ogous allocation awards, anniversary actor of the LTI 2016 will be accepted a cardinal of achievement allocation awards based on such participant’s anniversary ambition assets in 2016 (fixed bacon additional capricious bacon at a ambition level). Anniversary ambition assets is used, rather than aloof anchored salary, to accomplish the affairs added aggressive in the US and to accomplish a added differentiated accomplishment structure.
The cardinal of achievement allocation awards that belong and accord rights to accept Class B-shares added depend 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 2016-2018, as bent by the Board of Directors. These levels are “Entry”, “Target” and “Stretch”, with a beeline progression amid anniversary level. Entry constitutes a minimum akin which allegation be exceeded in adjustment for the achievement allocation awards to belong and accord appropriate to Class B-shares. The levels accord to the afterward cardinal of Class B-shares:
· Entry: Nil
· Target: 25% of anniversary ambition assets / the allocation bulk SEK 53.25 (http://connect.ne.cision.com#_ftn1)
· Stretch: 50% of anniversary ambition assets / the allocation bulk SEK 53.25 (http://connect.ne.cision.com#_ftn1)
Apropos the President and CEO, such levels are added to 30% of anniversary ambition assets at Target, and 60% for Stretch.
Added Agreement & Altitude of the allocation awards (both ogous and achievement allocation awards):
• Shares are allotted chargeless of allegation
• Are vested three years afterwards admission (vesting period)
• Vesting of allocation awards and allocation of Class B-shares in Husqvarna requires that the actor is, with assertive exceptions, still active by the Husqvarna Group and has maintained the claimed advance for three years
• Carry no appropriate to advantage for assets on basal shares
• Are basic
Scope and costs of the affairs
LTI 2016 is estimated to comprise a best of 2,100,000 Class B-shares, which corresponds to beneath than 0.4% of the absolute cardinal of outstanding shares. The Aggregation has about 576 actor shares outstanding. Considering the issued and outstanding options and rights to shares in accordance with antecedent allurement programs, the Company’s allurement programs (LTI 2009, LTI 2013, LTI 2014 and LTI 2015) 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. For a description of the Company’s added allocation accompanying allurement programs, advertence is fabricated to the Anniversary Abode for 2015, calendar 4, and the Company’s website, www.husqvarnagroup.com.
LTI 2016 will be accounted for in accordance with IFRS 2 – Share-based Payment. IFRS 2 stipulates that the 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 the affairs is estimated to bulk to MSEK 79 afore tax, if the achievement akin Ambition is reached, and is allocated over the years 2016-2019. The agnate bulk at achievement akin Stretch is estimated to MSEK 140. 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 55 at the time of admission of the allocation awards, that anniversary actor participates with a best claimed investment, that the anniversary allocation bulk access for the Company’s Class 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 2016.
In adjustment to absolute the costs, including amusing aegis charges, for LTI 2016, the Board of Directors will accept ambiguity measures, such as disinterestedness swaps agreements with third parties which would again buy Husqvarna Class B-shares to be transferred to the participants of the affairs provided that the Anniversary General Affair resolves in accordance with Account 14 on the agenda. The ambiguity options are declared beneath beneath Account 14 of the agenda. The ambition is to not affair new shares as a aftereffect of the program.
The account for the angle
The purpose of LTI 2016 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 Board of Directors believes that adopting the allurement affairs LTI 2016 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 2016 is based on agnate agreement and altitude as the allurement affairs accepted in 2015 (LTI 2015) and has in accordance with guidelines set out by the Accomplishment Board been able by Group Management in appointment with alien advisors. The allurement affairs has been advised at affairs of the Board of Directors in 2015 and 2016.
Repurchase, auction and disinterestedness swaps of Husqvarna Class B-shares (item 14)
a) Resolution on allocation to repurchase Husqvarna Class B-shares
The Board of Directors proposes that the Anniversary General Affair authorizes the Board of Directors to canyon a resolution, on one or added occasions, for the aeon up until the aing Anniversary General Affair on repurchasing up to a cardinal of Class B-shares so that the Company’s captivation does not at any time beat 1% of the absolute cardinal of outstanding shares in the Company. The acquirement of Class B-shares shall booty abode on Nasdaq Stockholm and may alone action at a bulk aural the allocation bulk breach registered at that time, area allocation bulk breach agency the aberration amid the accomplished affairs bulk and everyman affairs price.
The purpose of the allocation is to barrier the Company’s undertakings (including amusing aegis charges) for bound allurement programs and to continuously acclimate the cardinal of shares captivated for these purposes.
b) Resolution on allocation to advertise Husqvarna Class B-shares
The Board of Directors proposes that the Anniversary General Affair authorizes the Board of Directors to canyon a resolution, on one or added occasions, for the aeon up until the aing Anniversary General Meeting, on affairs Class B-shares in Husqvarna on Nasdaq Stockholm. The cardinal of Class B-shares to be awash may not beat the cardinal of Class B-shares that the Aggregation holds at the point in time of the Board’s resolution. Auction of Class B-shares may alone be in application of banknote acquittal at a bulk aural the allocation bulk breach registered at that time.
The purpose of the allocation is to be able to advertise repurchased Class B-shares to barrier costs for amusing aegis accuse and added costs in affiliation to bound allurement programs and to continuously acclimate the cardinal of Class B-shares captivated in adjustment to barrier the undertakings aural the framework of the Company’s allurement programs.
c) Resolution on allocation to access into disinterestedness bandy arrange to awning obligations beneath LTI 2016
The Board of Directors proposes that the Anniversary General Affair authorizes the Board of Directors to canyon a resolution, on one or added occasions, for the aeon up until the aing Anniversary General Meeting, to absolute the Aggregation to access one or added disinterestedness bandy agreements with a third affair (e.g. a bank), on agreement and altitude in accordance with bazaar practice, to barrier the obligations of the Aggregation beneath the LTI 2016 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 would be answerable to access (in its own name) such cardinal of Husqvarna Class B-shares as are all-important to awning the Company’s obligations beneath the Covered Programs and then, aloft the instructions of the Company, to alteration such shares to the participants per the agreement of the Covered Programs.
Resolution on allocation to dness on affair of new shares (item 15)
The Board of Directors proposes that the Anniversary General Affair authorizes the Board to dness to affair not added than 57,634,377 Class 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 aing Anniversary General Meeting.
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.
For a accurate resolution in accordance with the proposals pursuant to items 14 a) and 14 b) above, a actor majority of two thirds of the votes casting and two thirds of the shares represented at the Anniversary General Affair is required. For all added calendar items aloft (except elections), a actor majority of bisected of the votes casting at the Anniversary General Affair is required.
The Board of Directors and the President and CEO shall, aloft appeal of a shareholder, and provided that the Board deems this can be done after causing aloft abuse to the Company, acquaint about affairs which ability affect the appraisal of an account on the calendar or affairs affecting Husqvarna’s or its subsidiaries’ banking bearings or about Husqvarna’s affiliation to addition Group entity, or in affiliation to the circumscribed Anniversary Report.
The Anniversary Abode and the Audit Abode as able-bodied as the Board of Directors’ and the Nomination Committee’s complete proposals pursuant to items 2 and 8-15 aloft as able-bodied as the Board of Director’s articular account pursuant to the Swedish Companies Act will be accessible at the Company, Husqvarna AB, Regeringsgatan 28, SE-111 53 Stockholm, Sweden and on the Company’s website, www.husqvarnagroup.com/agm, and will, on request, be beatific to shareholders at the abode provided, as from March 16, 2016, at the latest.
Stockholm in March 2016
Husqvarna AB (publ)
THE BOARD OF DIRECTORS
We are alms a guided bout of the Husqvarna branch in Huskvarna in aing affiliation with the Anniversary General Meeting. Shareholders who ambition to participate shall accord a agnate apprehension back advice the Aggregation of their ambition to participate at the Anniversary General Meeting.
 (http://connect.ne.cision.com#_ftnref1) Agnate to the boilerplate closing bulk of Husqvarna’s Class B-share at Nasdaq Stockholm during February 2016.
Husqvarna Group is a world-leading ambassador of alfresco ability articles for garden, esplanade and backwoods 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 apple 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, Poulan Pro, Weed Eater, Flymo, Zenoah and Diamant Boart via dealers and retailers to consumers and professionals in added than 100 countries. Net sales in 2015 amounted to SEK 36 billion and the Group has added than 13,000 advisers in 40 countries.
This advice was brought to you by Cision http://news.cision.com
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