PR Newswire
STOCKHOLM, March 4, 2022
STOCKHOLM, March 4, 2022 /PRNewswire/ -- The shareholders of Husqvarna AB (publ) are hereby invited to participate in the 2022 Annual General Meeting ("AGM"), which will be held on Thursday, April 7, 2022. Due to the ongoing Covid-19 situation, the AGM will be conducted in accordance with so called mail-in procedures, meaning that shareholders and representatives will not be able attend the AGM in person. Instead, shareholders can only participate in the AGM by voting and submitting questions in advance pursuant to the instructions described below.
In order to participate in the AGM via mail voting, a shareholder must:
Shareholders whose shares are registered in the names of banks or other nominees must temporarily register the shares in their own name in order to be entitled to participate in the AGM via the mail-in process not later than on Friday, April 1, 2022. To ensure that such registration is in place as of Friday, April 1, 2022, shareholders must inform the nominee in accordance with the nominee's routines and at such time in advance as is decided by the nominee.
A. Overview of Mail-In Procedures for the AGM
Due to the Covid-19 pandemic and in order to ensure the health and safety of the Company's shareholders, employees and other stakeholders, the Board of Directors has resolved on extraordinary meeting procedures in accordance with Section 22 of the temporary act on general meetings (2021:121). Specifically, the following procedures will apply:
At the time of the issue of this Notice of AGM, the total number of shares in the Company amounts to 110,109,715 A-shares and 466,234,063 B-shares, corresponding to
156,733,121.3 votes in total. The Company holds no A-shares or B-shares as of the date of this notice.
B. Process for Advanced Voting and Questions
A shareholder can exercise his/her/its shareholder's rights at the AGM by in advance (A) voting on the items on the agenda of the AGM, and (B) submitting questions to the Company.
Registered shareholders intending to participate in the AGM (via advance voting or questions), must submit the following information in connection with their respective submissions:
The data received will be computerized and used solely for the purpose of the 2022 AGM.
For shareholders wishing to participate through an authorized representative (i.e., where such authorized representative is the one submitting advance voting or questions on behalf of such shareholder), the Company will provide power of attorney templates on the Company's website. Shareholders participating through an authorized representative must submit the power of attorney together with the voting form or question. If the shareholder is a legal entity, a copy of a registration certificate or a corresponding document for the legal entity shall be enclosed.
B1. Advance voting
Advance voting will be available as of Friday, March 4, 2022 until Wednesday, April 6, 2022. A shareholder can vote in advance by any of the following three methods:
A shareholder cannot give any other instructions than selecting one of the options specified at each point in the advance voting form. A vote (i.e. the mail-in vote in its entirety) is invalid if the shareholder has modified the form to provide specific instructions or conditions or if pre-printed text is amended or supplemented.
An email or regular mail voting form, together with any enclosed power of attorney and other authorization documentation, must have been received by Husqvarna no later than on Wednesday, April 6, 2022. If received later, the vote will be disregarded.
For questions regarding advance voting, please contact Euroclear Sweden AB,
ph.+46 36 14 70 10, between 9:00 a.m. and 4:00 p.m. (CET) weekdays.
B2. Questions
Questions to the Company in connection with the AGM can be submitted to Husqvarna up until Monday, March 28, 2022. Shareholders wishing to pose questions may do so by any of the following methods:
In order for questions so submitted to be accepted, such submission must include the name of the shareholder, including such shareholder's personal or organizational number. While not formally required, we also ask that all submissions include the submitting shareholder's postal address, email address and telephone number.
Questions submitted by shareholders must have been received by Husqvarna no later than on Monday, March 28, 2022, and will be responded to and published not later than on Saturday, April 2, 2022. The questions and responses will be available at the Company, Husqvarna AB, Regeringsgatan 28, SE-111 53 Stockholm, Sweden and on the Company's website, www.husqvarnagroup.com, and will be sent to the shareholder provided the shareholder's address is known by the Company or provided by the shareholder together with the question.
The Board of Directors and the CEO shall, upon request of a shareholder, and provided that the Board of Directors deems this can be done without causing major harm to the Company, inform about matters which might affect the assessment of an item on the agenda or circumstances affecting Husqvarna's or its subsidiaries' financial situation or about Husqvarna's relation to another Group entity, or in relation to the consolidated Annual Report.
C. AGM Agenda
D. Explanation of Certain AGM Proposals
Election of Chair of the Meeting (item 2)
The Nomination Committee proposes that Björn Kristiansson be elected Chair of the AGM, or, if he is unable to attend the meeting, any other person proposed by Husqvarna's Nomination Committee.
Preparation and approval of the voting list (item 3)
The voting list that is proposed to be approved is the voting list that has been prepared by Euroclear Sweden AB, based on the general meeting share register and votes received, checked by the minute-checkers.
Election of one or two minute-checkers (item 5)
The Board 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 someone or both of them are unable to attend the meeting, any other person proposed by Husqvarna's Nomination Committee.
Proposed distribution of earnings (item 7 b)
The Board of Directors proposes a dividend for financial year 2021 of SEK 3.00 per share, to be paid in two installments, firstly SEK 1.00 per share with Monday, April 11, 2022 as the first record day, and secondly SEK 2.00 per share with Tuesday, October 11, 2022 as the second record day. Assuming the AGM resolves in accordance with the Board of Directors' proposal, the estimated (i) last day for trading in Husqvarna shares with right to the applicable part of the dividend payment (ii) applicable record day, and (iii) date for payment from Euroclear Sweden AB for each of the installments are as follows:
| First Installment(SEK 1.00 per share) | Second Installment(SEK 2.00 per share) |
Last day for trading | April 7, 2022 (Thursday) | October 7, 2022 (Friday) |
Record Day | April 11, 2022 (Monday) | October 11, 2022 (Tuesday) |
Payment Date | April 14, 2022 (Thursday) | October 14, 2022 (Friday) |
Determination of the number of Directors and Auditors to be elected (item 8)
The Nomination Committee proposes that the Board of Directors shall be comprised of nine Directors to be elected by the AGM and one audit firm.
Determination of remuneration to the Directors (item 9)
The Nomination Committee proposes that Directors elected by the AGM and not employed by the Company receive the following basic compensation for their board work in 2022 (plus applicable additional remuneration for committee work):
| Proposal 2022 | 2021 | Percentage Increase |
Chair of the Board | SEK 2,175,000 | SEK 2,075,000 | 4.8% |
Director | SEK 630,000 | SEK 600,000 | 5.0% |
Audit Committee Chair | SEK 280,000 | SEK 275,000 | 1.8% |
Audit Committee member | SEK 180,000 | SEK 175,000 | 2.9% |
People & Sustainability Committee Chair | SEK 145,000 | SEK 145,000 | 0% |
People & Sustainability Committee member | SEK 85,000 | SEK 85,000 | 0% |
In addition to the compensation described above, and reimbursement for travel expenses, the Nomination Committee proposes that the following compensation be paid to elected Directors for each physical meeting attended in Sweden (no change from prior year):
Residence of Director | Per Meeting Compensation |
Nordic Countries | None |
Europe (non-Nordic) | SEK 10,000 |
Outside of Europe | USD 3,500 |
The Nomination Committee declares its expectation that each elected Director engage themselves financially in Husqvarna by acquiring Husqvarna shares within a period of five years, corresponding to approximately one year's remuneration, calculated before tax.
Election of Directors and Chair of the Board (item 10)
a) Individual election of Directors
The Nomination Committee proposes the election of:
The proposed Directors are presented in more detail on the Company's website.
b) Election of Chair of the Board
The Nomination Committee proposes that Tom Johnstone be re-elected Chair of the Board.
Election of, and remuneration to, external Auditors (item 11)
a) Election of external Auditors
The Nomination Committee proposes, in accordance with the Audit Committee recommendation, the re-election of KPMG as external Auditors for the period from the 2022 AGM up until the end of the 2023 AGM.
KPMG has informed that the registered auditor-in-charge will be authorized public accountant Joakim Thilstedt.
b) Determination of remuneration to external Auditors
The Nomination Committee proposes that the external Auditors' fee shall be paid on the basis of approved invoice.
Resolution regarding the adoption of a long-term incentive program (LTI 2022) (item 13)
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