The shareholders of Husqvarna AB (publ) are hereby invited to participate in the 2020 Extraordinary General Meeting ("EGM"), which will be held on Friday, October 23, 2020. In light of the continued COVID-19 pandemic, the EGM will be conducted pursuant to so called mail-in procedures, meaning that no shareholders will attend the EGM in person or through proxy. Instead, shareholders can participate in the EGM by voting and submitting questions in advance pursuant to the instructions described below.
In order to participate in the EGM, a shareholder must
a. be registered in the register of shareholders maintained by Euroclear Sweden AB as of Thursday, October 15, 2020, and
b. notify attendance at the EGM no later than Thursday, October 22, 2020. The exercise of voting rights in accordance with the mail-in procedure will be considered as a notification from the shareholder to attend the meeting.
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 EGM via the mail-in process. As such registration must be in place as of Monday, October 19, 2020, shareholders must inform the nominee of the registration well in advance of that date.
A. Overview of Mail-In Procedures for the EGM
Due to the continued 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 of Husqvarna AB has resolved on extraordinary meeting procedures pursuant to Section 22 of the temporary act on general meetings (2020:198) (the "Temporary Act"). Specifically, the following procedures will apply:
1. The EGM will take place on Friday, October 23, 2020. However, no shareholders, proxy holders or other external persons will be able to attend in person.
2. Shareholders will only be able to participate in the EGM by voting on the matters and the proposals on the meeting agenda and submitting questions to the Company in advance. See Section B, below, for more details on how.
3. The Agenda for the EGM is as set forth below in Section C, with certain items being further explained in Section D.
4. There will be no webcast in connection with the EGM. A press release will be issued following the EGM informing of those material items that are approved by the EGM as soon as the outcome of the mail-in voting procedure has been finally established. Details of the actual voting results will be included in the minutes of the meeting and will be published within two weeks thereafter.
At the time of the issue of this Notice of EGM, the total number of shares in the Company amounts to 111,808,024 A-shares and 464,535,754 B-shares, corresponding to 158,261,599.4 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 EGM by (A) voting in advance on the items on the agenda of the EGM, and (B) submitting questions to the Company in connection with the EGM.
Any registered shareholder intending to participate in the EGM (via advanced voting or questions), must submit the following information in connection with their respective submissions:
· the shareholder's name,
· personal or organization number,
· email address, and
· telephone number.
The data received will be computerized and used solely for the purpose of the 2020 EGM.
For shareholders wishing to participate through an authorized representative (i.e., where such authorized representative is the one submitting advanced 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, September 18, 2020 until Thursday, October 22, 2020. A shareholder can vote in advance by 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/en/general-meeting
2. Email Voting: Voting may be submitted by completing the advance voting form available on the Company's website www.husqvarnagroup.com/en/general-meeting and then emailing such form to the following email address GeneralMeetingService@euroclear.eu, 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/en/general-meeting 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 (publ), 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 advanced voting form. A vote (i.e. the postal voting 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.
The advanced voting form, together with any enclosed power of attorney and other authorization documentation, must have been received by Husqvarna no later than on Thursday, October 22, 2020. 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.
Questions to the Company in connection with the EGM can be submitted to Husqvarna up until Tuesday, October 13, 2020. Shareholders wishing to pose questions may do so by any of the following methods:
1. Email: Questions may be submitted by emailing to the following email address firstname.lastname@example.org.
2. Regular Mail: Questions may be submitted by regular mail to the following address, Husqvarna AB, "EGM 2020", P.O. Box 7454, SE-103 92 Stockholm, Sweden.
The shareholder must include name of the shareholder, personal or organization number and postal address, for the question to be answered. The shareholder should also state its email address and telephone number.
Questions submitted by shareholders must have been received by Husqvarna no later than on Tuesday, October 13, 2020, and will be responded to and published not later than on Sunday, October 18, 2020. 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/en/general-meeting, 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.
C. EGM Agenda
1. Opening of the EGM
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. Resolutions concerning
a. proposed distribution of earnings
8. Resolution to amend the Articles of Association
9. Closing of the Meeting
D. Explanation of Certain EGM Proposals
Election of Chair of the Meeting (item 2)
The Board of Directors proposes that Björn Kristiansson be elected Chair of the EGM, or if he is unable to attend the meeting, any other person proposed by Husqvarna's Board of Directors.
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 Ricard Wennerklint,
If Skadeförsäkring AB and Henrik Didner, Didner & Gerge Fonder AB are elected, or, if someone or both of them are unable to attend the meeting, any other person proposed by Husqvarna's Board of Directors.
Proposed distribution of earnings (item 7 a)
The Board of Directors proposes a dividend for financial year 2019 of SEK 2,25 per share, to be paid with Tuesday, October 27, 2020 as the record day. Assuming the EGM resolves in accordance with the Board of Directors' proposal, the estimated (i) last day for trading in Husqvarna AB 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:
Installment(SEK 2,25 per share)
Last day for trading in Husqvarna AB shares October 23, 2020 (Friday)
with right to the applicable part of the
Record Day October 27, 2020 (Tuesday)
Payment Date October 30, 2020 (Friday)
Following the most recent resolution regarding a value transfer, SEK 14,444m remains of the funds available pursuant to Chapter 17, section 3, first paragraph of the Swedish Companies Act (2005:551).
Resolution to amend the Articles of Association (item 8)
The Board of Directors proposes that Company's Articles of Association be amended as follows:
Article Present Proposed wording
The name of The name of the company
the company (Sw. företagsnamn) is Husqvarna AB. The company is a
(Sw. firma) public company (publ).
company is a
Article Present Proposed wording
The Board of The Board of Directors shall consist of not less than
Directors five and not more than ten directors.
of not less
than five and
not more than
with not more
Article Present Proposed wording
In order to In order to participate in a shareholders' meeting, a
participate shareholder shall notify the company not later than
in a the day stated in the notice stating the number of
shareholders' assistants. This day must not be a Sunday, public
meeting, a holiday, Saturday, Midsummer's Eve, Christmas Eve or
shareholder New Year's Eve, and must not fall earlier than the
shall notify fifth weekday prior to the meeting.
than the day
stated in the
This day must
not be a
or New Year's
Eve, and must
Article Present Proposed wording
Other Other matters, to be resolved at the general meeting
matters, to under the Swedish Companies Act (Sw. aktiebolagslagen
be resolved (2005:551)).
Article New article Proposed wording
13 is introduced
The Board of Directors may collect proxies in
accordance with the procedure described in Chapter 7,
section 4, second paragraph of the Companies Act.The
Board of Directors has the right before a shareholders
meeting to decide that shareholders shall be able to
exercise their voting rights by regular mail before
the shareholders meeting.
Article Present Proposed wording
The shares of The shares of the company shall be registered in a VPC
the company register under the Swedish Central Securities
shall be Depositories and Financial Instruments (Accounts) Act
registered in (Sw. lagen (1998:1479) om värdepapperscentraler och
a VPC kontoföring av finansiella instrument).
For a valid resolution under the agenda item 8 a shareholder majority of two-thirds of the votes cast and the shares represented at the EGM is required. For all other agenda items a simple majority of votes cast is required.
All documents in accordance with the Swedish Companies Act (2005:551) will be kept available on the Company's website, www.husqvarnagroup.com/en/general-meeting, no later than three weeks before the EGM. Copies of the documents 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
Stockholm in September 2020
Husqvarna AB (publ)
THE BOARD OF DIRECTORS
For more information please contact:
Johan Andersson, Director, Corporate Communications and Investor Relations,
+46 702 100 451 or email@example.com
Husqvarna Group is a global leading producer of outdoor power products and innovative solutions for forest, park and garden care. Products include chainsaws, trimmers, robotic lawn mowers and ride-on lawn mowers. The Group is also the European leader in garden watering products and a global leader in cutting equipment and diamond tools for the construction and stone industries. The Group's products and solutions are sold under brands including Husqvarna, Gardena, McCulloch, Poulan Pro, Weed Eater, Flymo, Zenoah and Diamant Boart via dealers and retailers to consumers and professionals in more than 100 countries. Net sales in 2019 amounted to SEK 42bn and the Group has around 13,000 employees in 40 countries.
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