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Husqvarna — AGM Information 2009
Feb 23, 2009
2926_rns_2009-02-23_05cde3b6-5728-459f-afc7-2e4442a140b5.pdf
AGM Information
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Press release Stockholm 23 February 2009
Notice of Extraordinary General Meeting of shareholders of Husqvarna AB (publ)
The shareholders of Husqvarna AB (publ), are hereby invited to the Extraordinary General Meeting of shareholders held on Monday 9 March 2009 at 9.30 a.m. at Sahlén Konferens, Norrlandsgatan 15 in Stockholm.
NOTIFICATION ETC.
Shareholders who intend to participate at the Extraordinary General Meeting must
- have their names entered in the register of shareholders maintained by Euroclear Sweden AB (the Swedish Central Securities Depository) on Tuesday, March 3, 2009, and
- notify the Company of their intention to participate no later than on Tuesday, March 3, 2009. The notification can be made by mail to Husqvarna AB, Dept. EM-LA, Box 30224, SE-104 25 Stockholm, Sweden, or by telephone at +46 8 738 70 10 between 9.00 a.m. and 12.00 p.m. weekdays or via the Company's website, www.husqvarna.com and must include information of any advisors that will be attending.
Notice should include the shareholder's name, personal or business registration number, address and telephone number. The data received will be computerized and used solely for the purpose of the Extraordinary General Meeting. For shareholders wishing to participate by proxy, proxy templates are provided by the Company on www.husqvarna.com. Shareholders participating by proxy should submit a copy of the proxy authorization to the above address prior to the date of the Extraordinary General Meeting.
Shareholders whose shares are registered in the names of nominees must temporarily register the shares in their own name in order to be entitled to participate at the Extraordinary General Meeting. To ensure that such registration is made prior to Tuesday, March 3, 2009, shareholders must inform the nominee well in advance of that date.
The total number of shares in the Company amounts to 385,136,895, of which 98,380,020 are A-shares and 286,756,875 are B-shares, representing in aggregate 127,055,707.5 votes.
AGENDA
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- Election of chairman of the meeting.
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- Preparation and approval of the voting list.
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- Approval of the agenda.
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- Election of one or two persons to verify the minutes.
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- Determination of whether the meeting has been duly convened.
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- Resolution regarding issue of new shares.
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- Closing of the meeting.
PROPOSALS Resolution regarding issue of new shares (item 6)
The Board of Directors proposes that the Extraordinary General Meeting approves the resolution of the Board of Directors of 19 February 2009 to increase the share capital by way of a rights issue with preferential rights for shareholders made on the terms set out below. The objective of the rights issue is to strengthen the Group's balance sheet and the rights issue is expected to result in proceeds amounting to approximately SEK 3 billion, prior to costs for the issue.
The Board of Directors will not later than on 5 March 2009 resolve on the increase of the share capital, the number of subscription rights per new share, the number of A-shares and B-shares respectively to be issued, and the subscription price to be paid for each new share.
Each holder of A-shares or B-shares shall have preferential rights to subscribe for new shares of the same class in proportion to the number of old shares held by such holder (first priority preferential rights). Shares not subscribed for with first priority preferential rights should be offered for subscription to all shareholders in the Company (second priority preferential rights). Should it not be possible to issue all shares subscribed for under the second priority preferential rights, the shares will be distributed among the subscribers in relation to the number of shares previously owned by them, and should this not be possible, by the drawing of lots. In connection with a transfer of a subscription right (the first priority preferential right), the second priority preferential right is also transferred to the new holder of the subscription right.
Regarding shares that have not been subscribed for by virtue of first or second priority preferential rights, the allocation shall firstly be made to other subscribers which are reasonable acceptable to the Company after consultations with the financial advisors to the Company and secondly to underwriters of the rights issue, consisting of Skandinaviska Enskilda Banken AB (publ), Svenska Handelsbanken AB (publ) and Nordea AB (publ), or investors procured by such underwriters, and other guarantors of the rights issue, each in relation to its underwriting or guarantee commitment. Upon over-subscription of the rights issue by other subscribers, the allocation shall be made in relation to the number of subscribed shares.
The record date for determining the right to receive subscription rights shall be 12 March 2009.
Subscription for new shares by virtue of subscription rights shall be made by way of cash payment during the period from 16 March 2009 up to and including 30 March 2009. Application for subscription of shares not based on subscription rights shall be made through subscription on an application form during the same subscription period. Payment for shares which have not been subscribed for based on subscription rights shall be made in cash not later than three business days following the date of the dispatch of a contract note specifying allocation of shares. The Board of Directors shall be entitled to prolong the subscription period.
Investor AB has undertaken to guarantee a total of one third of the rights issue, which may lead to Investor AB subscribing for more than its pro rata share. Investor AB's current shareholding in the Company amounts to approximately 28.7 per cent of the votes and approximately 15.4 per cent of the shares. If the rights issue is not fully subscribed for on the basis of subscription rights, Investor AB may, as a consequence of its undertaking, hold no more than approximately 36.4 per cent of the votes and no more than approximately 26.3 per cent of the shares in the company. Investor AB has been granted an exemption by the Swedish Securities Council in respect of the Swedish mandatory bid rules in the event that, by subscribing in the rights issue, Investor AB's shareholding in the Company would exceed 30 per cent of the votes. The Swedish Securities Council's decision to grant Investor AB an exception from the bid rules is conditional upon that the resolution on the rights issue is approved by the Extraordinary General Meeting with at least two thirds of the votes and the shares represented at the meeting disregarding any shares represented by Investor AB.
Miscellaneous
The Board of Director's complete proposal in accordance with item 6 above, and documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act (2000:551) will made available as of 23 February 2009 on the Company's premises, on the Company's corporate website, www.husqvarna.com and will, on request, be sent to shareholders at the addresses given.
Stockholm in February 2009 Husqvarna AB (publ) The Board of Directors
Husqvarna is the world's largest producer of lawn mowers, chainsaws and portable petrol-powered garden equipment such as trimmers and blowers. The Group is also a world leader in diamond tools and cutting equipment for the construction and stone industries. Net sales in 2008 were SEK 32.3 billion and the average number of employees was 15,700.