Notice of Annual General Meeting of Husqvarna AB (publ)

25.03.25 08:09 Uhr

The shareholders of Husqvarna AB (publ) are hereby invited to participate in the 2025 Annual General Meeting ("AGM"), which will be held on Tuesday, April 29, 2025, at the Jönköping Concert & Congress Hall at Elmia, Hammarskjöld Hall, Elmiavägen 15 in Jönköping, Sweden from 16:00 - 18:00 (CET).

STOCKHOLM, March 25, 2025 /PRNewswire/ -- Jönköping Concert & Congress entrance opens for entry at 15:00 and the AGM starts at 16:00. Shareholders may participate in the AGM either by attending the meeting venue in person or by proxy or via the advanced voting procedures described in the Notice of AGM which follows below.

Husqvarna AB (publ)

A. General Information

Jönköping Concert & Congress entrance opens for entry at 15:00 and the AGM starts at 16:00. Shareholders may participate in the AGM either (1) by attending the meeting venue in person or by proxy, as described in Section B below, or (2) via the "Advanced Voting" procedures described in Section C below. In either case, in order to participate in the AGM, the shareholder must notify the Company of their intention to do so (according to one of the methods described further in Sections B and C below) no later than Wednesday, April 23, 2025. Furthermore, in order for such notification to be valid and accepted, the notifying shareholder must be registered in the register of shareholders maintained by Euroclear Sweden AB as of Thursday, April 17, 2025. This means that any shareholder whose shares are registered in the name of a bank or other nominee must temporarily register their shares in their own name (voting right registration) not later than on Thursday, April 17, 2025 (in accordance with the applicable nominee's routines and internal timelines). Such voting right registrations completed not later than Wednesday, April 23, 2025, are taken into account when preparing the share register.

The AGM Agenda (including all items proposed to be approved by the shareholders) is set forth in Section D below. For a valid resolution under all agenda items except elections, a shareholder majority of half of the votes cast at the AGM is required. For elections, the person(s) receiving the highest number of votes is elected.

Further explanation regarding the proposals for certain agenda items is set forth in Section E below.

At the time of the issue of this Notice of AGM, the total number of shares in the Company amounts to 107,825,205 A-shares and 468,518,573 B-shares, corresponding to 154,677,062.3 votes in total. The Company holds no A-shares or B-shares as of the date of this notice.

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.

B. Participation at the Meeting Venue

In order to participate in the AGM at the meeting venue (in person or by proxy), a shareholder must notify the Company of their intention to do so no later than Wednesday, April 23, 2025. Such notice may be given by any of the following means:

  • via the Company's website, www.husqvarnagroup.com,
  • by telephone at +46 36 14 70 10 between 09:00 and 16:00 (CET) on weekdays, or
  • by mail to Husqvarna AB, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.

The notification to attend in person (or by proxy) must include the shareholder's name, personal or company registration number, address, telephone number and information on the number of assistants (maximum two) that will be attending, if any.

Shareholders wishing to participate at the AGM through an authorized representative (i.e., "proxy") must submit a valid, signed, and dated power of attorney, via mail, to Husqvarna AB, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. If the shareholder is a legal entity, a registration certificate or equivalent authorization document must also be enclosed. In order to facilitate the registration at the AGM, the power of attorney, as well as a registration certificate and other authorization documents, should be received by the Company at the above address no later than April 23, 2025. Power of Attorney (proxy) forms are available on the Company's website at www.husqvarnagroup.com.

C. Participation by "Advance Voting"

Shareholders may also participate in the AGM by means of the "Advance Voting" procedures described in this Section C. The exercise of voting rights in accordance with such Advance Voting procedures will be considered as a notification from the shareholder to attend the meeting.

Advance voting will be available as of Tuesday, March 25, 2025, until Wednesday, April 23, 2025. A shareholder can vote in advance by completing an advance voting form via any of the following 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 completing the advance voting form available on the Company's website www.husqvarnagroup.com and then emailing such form to the following email address GeneralMeetingService@euroclear.com, together with any power of attorney and/or other authorization documents (see Section B above).

3. Regular Mail: Voting may be submitted by completing the advance voting form available on the Company's website www.husqvarnagroup.com and after completion sending a physical copy (i.e., printed out) of such form, together with any power of attorney and/or other authorization documents (see Section B above) to the following address, Husqvarna AB, "Advance voting 2025 AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.

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 advance voting form 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.

For "Website Voting" described above, the last day to complete such voting is Wednesday, April 23, 2025. For "Email Voting" or voting via "Regular Mail" the email or regular mail (as applicable), together with any required power of attorney and other authorization documentation, must have been received by Husqvarna no later than on Wednesday, April 23, 2025. If received later, the voting form will be disregarded.

For questions regarding advance voting, please contact Euroclear Sweden AB,
ph.+46 36 14 70 10, between 09:00 and 16:00 (CET) on weekdays.

D. AGM Agenda

The proposed agenda for the AGM is as follows:

1. Opening of the AGM

2. Election of Chair of the Meeting

3. Preparation and approval of the voting list

4. Approval of the agenda

5. Election of one or two minute-checkers

6. Determination as to whether the Meeting has been duly convened

7. Presentation of the Annual Report and the Audit Report as well as the Consolidated Accounts and the Audit Report of the Group and, in conjunction therewith, the CEO's report on the business operations

8. Resolutions concerning

a) adoption of the Profit and Loss Statement and the Balance Sheet as well as the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet

b) proposed distribution of earnings (allocation of the Company's profit or loss pursuant to the adopted Balance Sheet)

c) discharge from liability of the Directors and the CEO

9. Determination of the number of Directors and Auditors to be elected

a) number of Directors

b) number of Auditors

10. Determination of remuneration to the Directors

11. Election of Directors and Chair of the Board 

a) individual election of Directors

b) election of Chair of the Board

12. Election of, and remuneration to, external Auditors

a) election of external Auditors

b) determination of remuneration to external Auditors

13. Resolution to approve the Remuneration Report

14. Resolution on renewal of remuneration guidelines for Group Management

15. Resolution regarding the adoption of a long-term incentive program (LTI 2025)

16. Resolution on authorization to enter into equity swap arrangements to cover obligations under LTI 2025 and any previously resolved LTI programs

17. Resolution on authorization to resolve on the issuance of new shares

18. Closing of the Meeting

E. Explanation of Certain AGM Proposals 

Election of Chair of the Meeting (Agenda Item #2) 

The Nomination Committee proposes that Björn Kristiansson be elected Chair of the AGM. 

Preparation and approval of the voting list (Agenda Item #3)

The voting list that is proposed to be approved is the voting list that will have been prepared by Euroclear Sweden AB, based on the general meeting share register and votes received.

Election of one or two minute-checkers (Agenda Item #5)

The Board of Directors proposes that two minute-checkers be elected, and that Oskar Börjesson, Livförsäkringsbolaget Skandia, and Pia Gisgård, Swedbank Robur Allemansfond Komplett, are elected, or, if either or both of them are unable to attend the meeting, any other person(s) proposed by Husqvarna's Nomination Committee.

Proposed distribution of earnings (Agenda Item #8b)

The Board of Directors proposes a dividend for financial year 2024 of SEK 1.00 per share, to be paid in two installments, firstly SEK 0.50 per share with Friday, May 2, 2025, as the first record day, and secondly SEK 0.50 per share with Friday, October 31, 2025 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 0.50 per share)

Second Installment

(SEK 0.50 per share)

Last day for trading

Tuesday, April 29, 2025

Wednesday, October 29, 2025

Record Day

Friday, May 2, 2025

Friday, October 31, 2025

Payment Date

Wednesday, May 7, 2025

Wednesday, November 5, 2025

Determination of Number of Directors (Agenda Item #9a)

The Nomination Committee proposes that the Board of Directors shall consist of nine members to be elected by the AGM.

Determination of Number of Auditors (Agenda Item #9b)

The Nomination Committee proposes that the external auditors shall consist of one audit firm.

Determination of remuneration to the Directors (Agenda Item #10) 

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 2025 (plus applicable additional remuneration for committee work):


 Proposal

2025

2024

Percentage Increase

Chair of the Board

SEK 2,400,000

SEK 2,350,000

2.1 %

Other Board Member

SEK 695,000

SEK 680,000

2.2 %

Audit Committee Chair

SEK 357,000

SEK 345,000

3.5 %

Other Audit Committee member

SEK 233,000

SEK 225,000

3.6 %

People & Sustainability Committee Chair

SEK 182,000

SEK 175,000

4.0 %

Other People & Sustainability Committee member

SEK110,000

SEK 105,000

4.8 %

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)

 EUR 1,000

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 (Agenda Item #11a)

The Nomination Committee proposes that the following three persons shall be elected as new Directors:

1. Claes Boustedt

2. Marlies Gebetsberger, and

3. Magnus Jarlegren

In addition, the Nomination Committee proposes the re-election of the following Directors:

4. Ingrid Bonde

5. Pavel Hajman

6. Torbjörn Lööf

7. Katarina Martinson,

8. Daniel Nodhäll, and

9. Christine Robins

The proposed Directors are presented in more detail on the Company's website.

Election of Chair of the Board (Agenda Item #11b)

The Nomination Committee proposes that Torbjörn Lööf be elected as Chair of the Board. 

Election of external Auditors (Agenda Item #12a)

The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, the re-election of KPMG as external Auditors for the period from the 2025 AGM up until the end of the 2026 AGM. KPMG has announced that the registered auditor-in-charge will be authorized public accountant Joakim Thilstedt.

Determination of remuneration to external Auditors (Agenda Item #12b)

The Nomination Committee proposes that the external Auditors' fee shall be paid on the basis of approved invoice.

Resolution on renewal of remuneration guidelines for Group Management (Agenda Item #14)

The Board of Directors proposes that the following remuneration guidelines, for the CEO and other members of Group Management, should be approved by the 2025 AGM. These guidelines do not apply to any remuneration otherwise decided or directly approved by the AGM or other general meeting.

The overarching ambition of the Company's strategy is market leadership, of which long-term profitable growth and being an innovation leader are important aspects. Built on a strategy for market leadership, the Company's business model is designed for profitable growth, bringing the best forestry, lawn and garden and construction solutions to the market by maximizing assets and minimizing waste and carbon dioxide from operations. Further information on the Company's strategy and financial targets can be found on the Company's website https://www.husqvarnagroup.com/en/financial-targets.

A prerequisite for the successful implementation of the Company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration.

The guidelines set forth in this item shall apply to remuneration and other employment conditions of Group Management, as defined in the Company's Annual Report. The guidelines shall apply to contracts of employment entered into after the 2025 AGM and also to amendments made thereafter to contracts of employment which are in force.

Remuneration to members of Group Management shall be on market terms and based on the position held, individual performance and Company performance, and shall be on a competitive basis in the country of employment. The overall remuneration package for Group Management is comprised of fixed cash salary, variable cash remuneration in the form of short-term incentives based on annual performance targets, long-term incentives, pension and other benefits. In addition, there are conditions on notice of termination and severance pay.

Additionally, the general meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration.

Husqvarna Group shall aim to offer a competitive total remuneration (i.e., all remuneration elements described below) level with a primary focus on "pay for performance".

Fixed cash salary

Fixed salary shall constitute the basis for total remuneration and may amount to not more than 70% of the total remuneration. The salary shall be related to the relevant market and shall reflect the degree of impact, contribution and knowledge involved in the position. The salary levels shall be reviewed regularly (normally annually) in order to ensure continued competitiveness and reward performance.

Variable cash remuneration (Short-term Incentive, "STI")

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 150% of the fixed salary and not more than 50% of the total remuneration. The Board of Directors decides whether the maximum levels shall be utilized or if a lower level shall be used. The level of STI is set by the Board of Directors based on size of position, taking into account degree of impact, contribution and knowledge involved in the position but also country of employment.

Variable cash remuneration shall be conditional upon the fulfilment of defined financial criteria - such as operating income, sales growth, operating working capital etc. - as well as non-financial criteria, to promote the Company's business strategy including its sustainability. The Board of Directors and the People & Sustainability Committee (the "Committee") shall establish these criteria for the Company and/or for the business unit for which the member of Group Management is responsible and define the minimum/entry level, which must be exceeded for variable remuneration to be paid, and a maximum/stretch level relevant for the upcoming measurement period.

Up to a maximum of 20% of the CEO's and other Group Management member's total STI opportunity may be based on financial or non-financial individual key performance indicators (KPIs). The criteria shall be designed so as to contribute to the Company's business strategy and long-term interests, including its sustainability. The extent to which the criteria for awarding variable remuneration has been satisfied shall be evaluated/determined when the applicable one-year measurement period has ended. The Committee is responsible for the evaluation, and it shall be based on the latest financial information made public by the company. Any individual KPIs for the CEO shall be determined and evaluated by the Board of Directors and the Committee while the CEO shall be responsible for determining and evaluating individual KPIs for other members of Group Management.

Long-term incentive

The Board of Directors will annually evaluate if a long-term incentive program should be offered and be proposed to the AGM. The award level of such long-term incentive program may amount to not more than 120% of the fixed salary when the program is launched.

Pension and other benefits

Pension and disability benefits shall be designed to reflect regulations and practice in the country of employment. Pension plans shall be defined contribution plans and the employer contribution, including contributions for disability pension/insurance, may amount to not more than 40% of the fixed cash salary and not more than 30% of the total remuneration.

Other benefits may include, for example, life and health care insurance, housing allowance and company cars. Costs relating to such benefits may amount to not more than 20% of the fixed cash salary and not more than 15% of the total remuneration. For employments governed by mandatory rules, pension and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Group Management members who are expatriates may receive additional remuneration and benefits to the extent reasonable in light of the special circumstances associated with the expatriate arrangement, taking into account, to the extent possible, the overall purpose of these guidelines. Such remuneration and benefits may not in total exceed 80% of the fixed cash salary.

Termination of employment

The notice period may not exceed twelve months if notice of termination of employment is made by the Company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to fixed salary for two years. The period of notice may not exceed six months when termination is made by the Group Management member, unless there is a right to severance pay to compensate for a longer notice period. Members of Group Management shall be obliged not to compete with the Company during the notice period. Based on the circumstances in each case, a non-compete obligation with continued severance pay may be applied also after the end of the notice period. Non-compete obligation shall not apply for more than 24 months from the end of the notice period. and the severance pay during such non-compete period may not exceed an amount equivalent to the fixed salary.

Additionally, remuneration may be paid for non-compete undertakings to compensate for loss of income and shall only be paid in so far as the previously employed Group Management member is not entitled to severance pay. The remuneration shall amount to not more than 60% of the fixed salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions, and be paid during the time the non-compete undertaking applies, however not for more than 24 months following termination of employment.

Salary and employment conditions for employees

In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Committee's and the Board of Directors' basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to executives and remuneration to other employees will be disclosed in the remuneration report to be published in accordance with the EU Shareholder Rights Directive.

The decision-making process to determine, review and implement the guidelines.

The Board of Directors has established a committee, which qualifies as a "remuneration committee" within the meaning of the Swedish Code of Corporate Governance. The Committee's tasks include preparing the Board of Directors' decision to propose guidelines for Group Management remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting.

The guidelines shall be in force until new guidelines are adopted by the general meeting. The Committee shall also monitor and evaluate programs for variable remuneration for Group Management, the application of the guidelines for Group Management remuneration as well as the current remuneration structures and compensation levels in the Company.

The members of the Committee are independent of the Company and its Group Management. The CEO and other members of Group Management do not participate in the Board of Directors' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The Board of Directors may resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company's long-term interests, including its sustainability, or to ensure the Company's financial viability. As set out above, the Committee's tasks include preparing the Board of Directors' resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines. Any derogation from the guidelines must not cause any of the remuneration elements to exceed two times the maximum level specified in these guidelines.

Resolution regarding adoption of a long-term incentive program (LTI 2025) (Agenda Items #15) 

Summary of the program

The Board of Directors proposes that the 2025 AGM resolves to adopt a performance-based long-term incentive program ("LTI 2025") in line with the following description. The program is based on the same principles as the incentive program granted in 2024 (LTI 2024).

LTI 2025 is proposed to be offered to a maximum of 135 senior managers within the Husqvarna Group and offers participants the opportunity to receive "performance share awards". Subject to the fulfilment of certain performance targets and conditions during a three-year vesting period, performance share awards to be granted in 2025 will vest and give right to Husqvarna B-shares in accordance with the following.

Participants in LTI 2025 will be granted a number of performance share awards based on such participant's annual target income (fixed salary plus short term incentive at a target level) in 2025.

The number of performance share awards that vest and give rights to receive B-shares further depends on the fulfilment of certain levels of increase of the Company's value creation (defined as Earnings Before Interest and Tax - Average Net Assets x Weighted Average Cost of Capital), weight 90%, and certain levels for reducing the Company's carbon dioxide emissions, weight 10%, during the calendar years 2025-2027, as determined by the Board of Directors. These levels are "Entry", "Target" and "Stretch". Entry constitutes a minimum level which must be exceeded in order for the performance share awards to vest and give right to B-shares. The levels correspond to the following number of B-shares, with a linear progression between each level:

  • Entry: 10% of annual target income / the share price SEK 57[1]
  • Target: 33% of annual target income / the share price SEK 571
  • Stretch: 66% of annual target income / the share price SEK 571

If the price for the B-shares would increase more than 300% during the three-year vesting period, the number of performance share awards that vest and give right to B-shares will be limited to the value of the maximum allocation at Stretch level at a share price increase of 300% from grant of share awards to vesting (vesting period). This limitation enables control and predictability over the maximum scope and cost of the program.

Additional terms & conditions

The performance share awards shall be governed by the following terms and conditions:

  • Shares are allotted free of charge
  • Are vested three years after grant (vesting period)
  • Vesting of performance share awards and allotment of B-shares in Husqvarna requires that the participant is then, with certain exceptions, still employed by the Husqvarna Group
  • Carry no right to compensation for dividends on underlying shares
  • Are non-transferable

Design and administration

The Board of Directors, or a committee established by the Board, shall be responsible for the detailed design and administration of LTI 2025, in accordance with the presented terms and guidelines. To this end, the Board of Directors shall be entitled to make adjustments to meet domestic or foreign regulations or market conditions. The Board of Directors may also make other adjustments if significant changes in the Husqvarna Group, or its environment, would result in the resolved terms and conditions for LTI 2025 no longer being appropriate to apply.

Allotment

In accordance with the above principles and assumptions, LTI 2025 will comprise the following number of B-shares for the different categories of participants:

  • the CEO, approximately 180,000 B-shares,
  • other members of Group Management, each approximately an average of 62,000 B-shares, corresponding to a total of approximately 618,000 B-shares, and
  • other participants, each approximately an average of 27,000 B-shares, corresponding to a total of approximately 2,500,000 B-shares.

The above stated numbers are calculated assuming the attainment of performance level Stretch as described above. 

Scope and costs of LTI 2025

LTI 2025 is estimated to comprise a maximum of 3 million B-shares, which corresponds to 0.5% of the total number of outstanding shares. The Company has approximately 576 million shares outstanding. The issued and outstanding rights to shares in accordance with the Company's previous outstanding incentive programs (LTI 2022, LTI 2023 and LTI 2024) correspond to approximately 1% of the total number of outstanding shares. The Company's incentive programs' effect on important key figures is only marginal. Information on LTI 2022, LTI 2023 and LTI 2024 can be found in the Annual Report for 2024, note 4, and on the Company's website, www.husqvarnagroup.com.

LTI 2025 will be accounted for in accordance with IFRS 2 - Share-based Payment. IFRS 2 stipulates that the performance share awards should be expensed as personnel costs over the vesting period and will be reported directly against equity. Estimated social security charges will be recorded as a personnel expense in the income statement by current reservations. The cost for LTI 2025 is estimated to amount to SEK 87m before tax, if the performance level Target is reached, and is allocated over the years 2025-2027. The corresponding cost at performance level Stretch is estimated to SEK 174m. Financing costs and social security charges are included in the estimated amounts. The estimation of cost above is based on the assumptions that the share price is SEK 58 at the time of grant of the performance share awards, that the annual share price increase for the Company's B-shares flat, that social security charges amount to 19% and that the annual employee turnover is 0% among the participants of LTI 2025.

In order to ensure delivery of Husqvarna B-shares under LTI 2025 and to limit the costs, including social security charges, for LTI 2025, the Board of Directors will adopt hedging measures, such as equity swap agreements with third parties, under which the third party would in its own name buy and transfer Husqvarna B-shares to the participants in accordance with LTI 2025 provided that the AGM resolves in accordance with Agenda Item 16 on the agenda. The hedging options are described below under Agenda Item 17 on the agenda. The intention is to not issue new shares as a result of LTI 2025.

The rationale for the proposal

The purpose of LTI 2025 is to influence and award long term performance, align shareholders' and managements' interest, attract, and retain key employees and provide variable remuneration instead of fixed salary. In light of the above, the Board of Directors believes that adopting LTI 2025 will have a positive effect on the development of the Husqvarna Group and consequently that it will be beneficial to both the shareholders and the Company.

Preparation

LTI 2025 is based on the same principles as LTI 2024 and has in accordance with guidelines set out by the Committee been prepared by Group Management in consultation with external advisors, taking into consideration evaluations of previous incentive programs. LTI 2025 has been reviewed at meetings of the Board of Directors in 2024 and 2025.

Resolution on authorization to enter into equity swap arrangements to cover obligations under LTI 2025 and any previously resolved LTI programs (Agenda Item #16)

The Board of Directors proposes that the 2025 AGM authorizes the Board of Directors to pass a resolution, on one or more occasions, for the period up until the next AGM, to direct the Company to enter one or more equity swap agreements with a third party (e.g., a bank), on terms and conditions in accordance with market practice, to hedge the obligations of the Company under LTI 2025 and any previously resolved incentive programs (the "Covered Programs"). Under such equity swap arrangements, in exchange for certain fees paid by the Company, the third party acquires (in its own name) such number of Husqvarna B-shares as are necessary to cover the Company's obligations under the Covered Programs and then, transfer (in its own name) such shares to the participants per the terms of the Covered Programs.

Resolution on authorization to resolve on the issuance of new shares (Agenda Item #17)

The Board of Directors proposes that the 2025 AGM authorizes the Board to resolve to issue not more than 57,634,377 B-shares, which represents 10% of the total number of shares in the Company, against payment in kind, on one or several occasions, during the period until the next AGM. 

The price for the new shares shall be based on the market price of the Company's B-shares. The purpose of the authorization is to facilitate acquisitions where the consideration will be paid with own shares.

Other information 

Information on the proposed Board of Directors of Husqvarna AB as well as the proposed external auditor and the Nomination Committee's Explanatory Statement etc. are available on the Company's website, https://www.husqvarnagroup.com. The Annual Report and the Audit Report as well as the Auditors report on the guidelines adopted regarding remuneration are presented by being available on the Company's website, https://www.husqvarnagroup.com. They will, on request, be sent to shareholders at the address provided. The share register will be available at Husqvarna AB, Regeringsgatan 28, SE-111 53 Stockholm, Sweden.

For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Stockholm in March 2025
Husqvarna AB (publ)
THE BOARD OF DIRECTORS

[1] Corresponding to the average closing price of Husqvarna's B-share at Nasdaq Stockholm during December 2024, January 2025 and February 2025.

For additional information, please contact:
Investors
Johan Andersson, Vice President Investor Relations
+46 702 100 451
ir@husqvarnagroup.com

Media

Henrik Sjöström, Head of External Communication
+46 727 15 77 85
press@husqvarnagroup.com

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Notice of Annual General Meeting of Husqvarna AB (publ)

 

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SOURCE Husqvarna Group