Notice of Annual General Meeting of Husqvarna AB (publ)
Idag, 07:30
Idag, 07:30
Notice of Annual General Meeting of Husqvarna AB (publ)
The shareholders of Husqvarna AB (publ) (the “Company” or “Husqvarna”) are hereby invited to the Annual General Meeting (the “AGM”) to be held on Thursday, April 16, 2026, from 16:00-18:00 at Jönköping Concert & Congress at Elmia, the South entrance 12, Hall C, Elmiavägen 11, Jönköping, Sweden. Entry registration for the AGM starts at 15:00.
Shareholders who wish to participate in the AGM shall:
In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to notifying its intention to participate in the AGM, have the shares registered in its own name so that the shareholder is entered in the share register as of April 8, 2026. Such registration may be temporary (so-called voting right registration) and is requested by the nominee in accordance with the nominee’s routines and in such time in advance as determined by the nominee. Voting right registrations effected by the nominee no later than April 10, 2026, will be taken into account when preparing the share register.
The agenda for the AGM (including all proposed items to be resolved on by the shareholders) is set forth in section “D. Agenda” below. For a valid resolution by the meeting under all items on the agenda, except for the election of Directors, the resolution must be supported by shareholders representing at least half of the votes cast at the meeting. For elections of Directors, the person(s) receiving the highest number of votes will be elected to the Board of Directors.
Further explanation regarding the proposals for certain items is set forth in section E below.
As of the date of this notice, the total number of shares in the Company amounts to 107,739,905 A-shares and 468,603,873 B-shares, corresponding to a total of 154,600,292.3 votes. The Company holds no own shares as of the date of this notice.
The Board of Directors and the CEO shall, upon request by a shareholder and provided that the Board considers that this can be done without causing material harm to the Company, provide information on circumstances that may affect the assessment of an item on the agenda or circumstances that may affect the financial situation of Husqvarna or its subsidiaries or Husqvarna’s relationship to another group entity, or in relation to the consolidated annual report.
In order to participate in the AGM (in person or by proxy), shareholders must notify the Company of their participation no later than Friday, April 10, 2026. Such notification may be made:
When notifying participation in person (or by proxy), shareholders shall state name, personal identity number or corporate registration number, address and telephone number and the number of assistants (maximum two) that will attend the meeting.
Shareholders who wish to participate by authorized proxy (i.e., power of attorney) at the meeting must submit a valid, signed and dated power of attorney, by mail, to Husqvarna AB, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. If the shareholder is a legal entity, a copy of a registration certificate or other authorization documentation must be enclosed. In order to facilitate registration for the AGM, the power of attorney, together with a registration certificate and other authorization documentation, must be received by the Company no later than April 10, 2026 at the above address. Proxy forms are available on the Company’s website www.husqvarnagroup.com.
A shareholder may also participate in the AGM through a postal voting procedure described in section C. The exercise of voting rights in accordance with the postal voting procedure will be considered as a notification from the shareholder of participation in the meeting.
Postal voting will be available from Friday, March 13, 2026, up to and including Friday, April 10, 2026. The shareholder may vote in advance by completing an advance voting form in any of the following ways:
Shareholders may not provide the postal vote with special instructions or conditions. If so, the vote (i.e., the postal vote as a whole) is invalid. Further instructions and conditions can be found in the postal voting form and on Euroclear Sweden AB’s website https://www.euroclear.com/sweden/generalmeetings/.
Voting via the website in accordance with the above must be completed no later than Friday, April 10, 2026. For voting by email or regular mail (as applicable), the voting form, together with any enclosed power of attorney and authorization documentation, must be received by Euroclear Sweden AB, on behalf of Husqvarna, no later than Friday, April 10, 2026. Votes received later will not be taken into account.
For questions regarding the postal voting procedure, please contact Euroclear Sweden AB, telephone +46 36 14 70 10, on weekdays between 09:00-16:00.
The proposed agenda is as follows:
a)adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
b)allocation of the Company’s profit or loss pursuant to the adopted balance sheet; and
c)discharge from liability for the Directors and the CEO
a)determination of the number of Directors; and
b)determination of the number of auditors
a)individual election of Directors; and
b)election of Chair of the Board of Directors
a)election of external auditor; and
b)resolution on remuneration to the external auditor
E. Further information regarding certain proposed resolutions
Election of Chair of the Meeting (Item 2)
The Nomination Committee proposes that attorney-at-law Björn Kristiansson, KANTER Advokatbyrå KB, be elected Chair of the AGM.
Preparation and approval of the voting list (Item 3)
The voting list proposed for approval is the voting list prepared by Euroclear Sweden AB, based on the share register for the general meeting, notified shareholders present at the meeting venue and votes received.
Election of one or two minute-checkers (Item 5)
The Board of Directors proposes that two minute-checkers be elected, and that Petra Hedengran, Investor AB and Fredrik Ahlin, IF Skadeförsäkring AB, are elected, or, if one or both of the minute-checkers are unable to attend the meeting, another person proposed by Husqvarna’s Nomination Committee.
Proposed distribution of earnings (Item 8b)
The Board of Directors proposes a dividend for the financial year 2025 of SEK 1.25 per share, to be paid in two installments. The Board of Directors proposes a dividend of SEK 0.50 per share with a planned record date of Monday, April 20, 2026, and a dividend of SEK 0.75 per share with a planned record date of Tuesday, October 20, 2026. If the AGM resolves in accordance with the proposal, the estimated (i) last day for trading in shares of Husqvarna AB with right to the applicable part of the dividend, (ii) applicable record date, and (iii) payment date from Euroclear Sweden AB are as follows
First installment (SEK 0.50 per share) | Second installment (SEK 0.75 per share) | |
Last day for trading in Husqvarna shares with right to dividend | Thursday, April 16, 2026 | Friday, October 16, 2026 |
Record Day | Monday, April 20, 2026 | Tuesday, October 20, 2026 |
Payment Date | Thursday, April 23, 2026 | Friday, October 23, 2026 |
Determination of the number of Directors (Item 9a)
The Nomination Committee proposes that the Board of Directors shall consist of nine ordinary Directors elected by the meeting.
Determination of the number of auditors (Item 9b)
The Nomination Committee proposes that the Company shall have one registered audit firm as auditor.
Determination of remuneration to the Directors (Item 10)
The Nomination Committee proposes that Directors elected by the meeting and not employed by the Company shall receive the following basic fees for Board work in 2026 (including additional fees for committee work):
Proposed fee | Fee 2025 (SEK) | Increase % | |
Chair of the Board | SEK 2,515,000 | SEK 2,400,000 | 4.8% |
Other Director | SEK 728,000 | SEK 695,000 | 4.7% |
Audit Committee Chair | SEK 375,000 | SEK 357,000 | 5.0% |
Other Audit Committee member | SEK 245,000 | SEK 233,000 | 5.2% |
People Committee Chair | SEK 190,000 | SEK 182,000 | 4.4% |
Other People Committee member | SEK 115,000 | SEK 110,000 | 4.5% |
In addition to the basic fees described above and reimbursement for travel expenses, the Nomination Committee proposes that remuneration be paid to elected Directors for participation in each physical Board meeting in Sweden as set forth below (no change from previous year):
Director’s residence | Fee per meeting |
Nordic countries | No additional meeting fee |
Europe (excluding Nordic countries) | EUR 1,000 |
Other countries | USD 3,500 |
The Nomination Committee states that the Directors are expected to make a financial commitment in the Company by, over a five-year period, acquiring shares in the Company corresponding to a value of approximately one annual fee, calculated before tax.
Election of Directors (Item 11a)
The Nomination Committee proposes the re-election of Torbjörn Lööf, Ingrid Bonde, Katarina Martinsson, Daniel Nodhäll, Christine Robins, Marlies Gebetsberger, Magnus Jarlegren and Claes Boustedt.
The Nomination Committee further proposes the election of Glen Instone (CEO of Husqvarna) as a new Director.
All proposed Directors are presented in more detail on the Company’s website.
Election of Chair of the Board of Directors (Item 11b)
The Nomination Committee proposes that Torbjörn Lööf be re-elected as Chair of the Board of Directors.
Election of external auditor (Item 12a)
The Nomination Committee proposes, in accordance with the recommendation of the Audit Committee, that KPMG be re-elected as the audit firm for the period from AGM 2026 until the end of the AGM 2027. KPMG has informed that Joakim Thilstedt will be the auditor in charge.
Resolution on remuneration to the external auditor (Item 12b)
The Nomination Committee proposes that the auditor’s fee shall be paid in accordance with approved invoice.
Resolution on guidelines for remuneration to Group Management (Item14)
The Board of Directors proposes that the following guidelines for remuneration for the CEO and other members of Group Management be approved by AGM 2026. These guidelines do not apply to any remuneration that is otherwise resolved on or approved directly by the AGM or any other general meeting of shareholders.
The overall group objective is to achieve market leadership where long-term profitable growth and an innovation-leading position are important aspects. The Company’s business model is based on the strategy of achieving market leadership and profitable growth by providing the best solutions for forestry, park and garden care and for the construction industry, by maximizing assets and minimizing the operation’s waste and carbon emissions. More information about the Company’s strategy and financial targets is available on the Company’s website https://www.husqvarnagroup.com/en/financial-targets.
Successful implementation of the Company’s business strategy and safeguarding of the Company’s long-term interests, including its sustainability, presuppose that the Company can recruit and retain qualified employees. This requires that the Company can offer competitive remuneration.
The guidelines set forth in this item shall apply to remuneration and other terms of employment for Group Management, as defined in the Company’s annual report. The guidelines shall apply to employment agreements entered into after the AGM 2026 as well as to amendments to existing employment agreements made thereafter.
Remuneration to Group Management shall be market-based and based on the position, individual performance and the Group’s performance, while the remuneration shall be competitive in the country of employment. The total remuneration to Group Management shall comprise 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 thereto, there are terms for notice period and severance pay.
In addition, the AGM may – irrespective of these guidelines – resolve on, inter alia, share-related or share price-related remuneration.
Husqvarna shall strive to offer a competitive total remuneration (i.e., all components of remuneration described below) with an emphasis on “pay-for-performance”.
Fixed cash salary
Fixed salary shall constitute the basis for the total remuneration and may amount to at most 70 percent of the total remuneration. The salary shall be related to the relevant market and reflect the scope of influence, contribution and skills associated with the position. The salary shall be reviewed regularly to ensure continued competitiveness and reward for performance.
Variable cash remuneration (Short-term Incentive, “STI”)
Fulfilment of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to at most 150 percent of the fixed salary and to at most 50 percent of the total remuneration. The Board of Directors decides whether the maximum levels shall be utilized or whether a lower level shall be used. The STI level is determined by the Board of Directors based on the size of the position, taking into account the degree of influence, contribution and skills involved in the position, but also the country of employment.
The variable cash remuneration shall be conditional upon fulfilment of established financial criteria - such as operating profit, organic growth, cash flow, return on capital employed - and may also include non-financial criteria, in order to promote the group’s business strategy, including its sustainability. The Board of Directors and the People Committee (the “Committee”) shall determine these criteria for the Company and/or for the business unit for which the member of Group Management is responsible, as well as define the minimum “Entry” level that must be exceeded for variable remuneration to be paid, and a maximum “Stretch” level relevant for the coming measurement period.
Up to a maximum of 20 percent of the total STI opportunity for the CEO and other members of Group Management may be based on financial or non-financial individual KPIs (key performance indicators). The criteria shall be designed so that they contribute to the Company’s business strategy and long-term interests, including sustainability. The extent to which the criteria for awarding variable remuneration have been fulfilled shall be evaluated/determined when the applicable one-year measurement period has ended. The Committee is responsible for the evaluation, which shall be based on the most recent financial information published 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 the other members of Group Management.
Long-term incentive programs
The Board of Directors shall annually evaluate whether a long-term incentive program shall be offered and proposed to the AGM. The award level of such a long-term incentive program may amount to at most 120 percent of the fixed salary at the time when the program is launched.
Pension and other benefits
Pension and disability benefits shall be designed so as to reflect rules and practice in the country of employment. The pension plans shall be defined contribution and the employer’s contributions, including contributions for disability pension/insurance, may amount to at most 40 percent of the fixed cash salary and to at most 30 percent of the total remuneration.
Other benefits may include, for example, life and health insurance, housing allowance and company car. Costs for such benefits may amount to at most 20 percent of the fixed cash salary and to at most 15 percent of the total remuneration. For employments governed by mandatory rules, pension and other benefits may be adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Members of Group Management living abroad may receive additional remuneration and benefits to the extent reasonable in view of the special circumstances related to the foreign assignment, taking into account, to the extent possible, the overall purpose of these guidelines. Such remuneration and benefits may not exceed 80 percent of the fixed cash salary.
Termination of employment
The notice period may not exceed twelve months if notice of termination is given by the Company. Fixed cash salary during the notice period and severance pay may together not exceed an amount corresponding to fixed salary for two years. The notice period may not exceed six months without entitlement to severance pay if notice of termination is given by the executive, unless severance pay is payable to compensate for a longer notice period. The member of Group Management shall be subject to a non-compete obligation during the notice period. Based on the circumstances of the individual case, a non-compete obligation, against payment of severance pay, may also apply after the expiry of the notice period. Such non-compete obligation may apply for a maximum of 24 months after the expiry of the notice period and the severance pay paid during the period may not exceed an amount corresponding to the fixed salary.
In addition, extra remuneration may be paid for non-competing assignments as compensation for loss of income and shall only be paid to the extent that the former member of Group Management is not entitled to severance pay. The remuneration shall amount to at most 60 percent of the fixed salary at the time when the employment ended, unless otherwise provided by mandatory collective bargaining provisions, and shall be paid during the period the non-compete obligation applies, but for a maximum of 24 months after termination of employment.
Salary and employment conditions for employees
In preparing the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees have been considered by including information on the employees’ total income, the components of remuneration and the increase and decrease over time, in the Committee’s and the Board’s decision basis when evaluating whether the guidelines and their limitations are reasonable. Information will be provided in the remuneration report on the development of the gap between remuneration to senior executives and other employees, which is to be published in accordance with the EU Shareholder Rights Directive.
Decision-making process to determine, review and implement the guidelines
The Board of Directors has established a committee that functions as the “remuneration committee” within the meaning of the Swedish Corporate Governance Code. Among the Committee’s tasks is to prepare the Board of Directors’ decision to propose guidelines for remuneration to Group Management. The Board of Directors shall prepare a proposal for new guidelines at least every four years and submit the proposal to the AGM.
The guidelines shall apply until new guidelines have been adopted by the AGM. The Committee shall also monitor and evaluate programs for variable remuneration to Group Management, the application of the guidelines for remuneration to Group Management as well as the current remuneration structures and remuneration levels in the Company.
The members of the Committee are independent in relation to Husqvarna and Group Management. The CEO and other members of Group Management do not participate in the Board of Directors’ handling of and decisions on remuneration matters where they themselves are concerned.
Deviation from the guidelines
The Board of Directors may temporarily resolve to deviate from the guidelines, in whole or in part, if, in a particular case, there is a special reason for the deviation and a deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the Committee’s tasks include preparing the Board of Directors’ decisions on remuneration matters. This also includes any deviations from the guidelines. A deviation from the guidelines may not result in any remuneration element exceeding the double maximum level specified in these guidelines.
Resolution regarding adoption of a long-term incentive program (LTI 2026) (Item 15)
Summary of the program
The Board of Directors proposes that the AGM 2026 resolves to adopt a performance-based long-term incentive program (“LTI 2026”) in line with the description below. The program is based on the same principles as the incentive program granted in 2025 (LTI 2025).
LTI 2026 is proposed to include a maximum of 80 employees in the Husqvarna Group and offers participants the opportunity to receive performance share awards. Provided that certain performance targets and conditions are met during a three-year vesting period, performance share awards granted in 2026 will entitle the participant to B-shares in Husqvarna as set forth below.
Participants in LTI 2026 will be granted a number of performance share awards based on the participant’s annual target salary (fixed salary plus variable salary at target level) for 2026.
The number of performance share awards that vest and entitle the participant to B-shares further depends on the fulfilment of certain levels determined by the Board regarding earnings per share, weight 90 percent, and levels determined regarding reduction of the Company’s carbon emissions, weight 10 percent, during the calendar years 2026-2028. The levels determined are “Entry”, “Target” and “Stretch”. Entry constitutes the minimum level that must be exceeded for the performance share awards to entitle to allocation of B-shares.
The levels correspond to the following number of B-shares, with a linear increase between each level:
If the price of the Company’s B-share were to increase by more than 200 percent during the three-year vesting period, the number of B-shares to which the performance share awards entitle will be limited to the value corresponding to the maximum allocation of B-shares at the Stretch performance level at a share price increase of 200 percent from grant of share awards to transfer of shares (vesting period). This limitation enables control and creates predictability over the program’s maximum scope and cost.
Additional terms
The following terms shall apply to the performance share awards:
Design and administration
The Board of Directors, or a committee appointed by the Board, shall be responsible for the detailed design and administration of LTI 2026, within the framework of the presented terms and guidelines. In this context, the Board of Directors shall be entitled to make adjustments to comply with specific Swedish or foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the Husqvarna Group or its environment, which would result in the resolved terms and conditions for LTI 2026 no longer being appropriate.
Allocation
In accordance with the above principles and assumptions, LTI 2026 will encompass the following number of B-shares for the different categories of employees:
The above estimated scope of the program is based on achievement of the Stretch performance level, as described above.
Scope and costs of the program
LTI 2026 is estimated to comprise a maximum of 3.45 million B-shares, corresponding to approx. 0.6 percent of the total number of outstanding shares. The Company has approximately 576 million outstanding shares. Outstanding rights to shares under previously adopted long-term incentive programs (LTI 2023, LTI 2024 and LTI 2025) amount to approximately 1.3 percent of the total number of outstanding shares. The impact of the Company’s incentive programs on significant key performance indicators is only marginal. Information about LTI 2023, LTI 2024 and LTI 2025 is available in the Company’s annual report for 2025, note 4, as well as on the Company’s website, www.husqvarnagroup.com.
LTI 2026 will be accounted for in accordance with IFRS 2 - Share-based Payment. IFRS 2 requires that performance share awards be expensed as personnel costs over the vesting period and recognized directly against equity. The estimated costs for social security charges will be expensed as personnel costs in the income statement through ongoing provisions. The cost of the program before tax at achievement of the Target performance level is estimated at SEK 93 million allocated over the vesting period 2026-2028. At the Stretch performance level, the corresponding cost is estimated at SEK 186 million. The amounts include estimated costs for financing and social security charges. The cost calculations have been based on assumptions of a share price of SEK 45.1 at grant of performance share awards, that the annual share price of the Company’s B-share is unchanged, that social security charges amount to 19 percent and an annual employee turnover of 0 percent among participants in LTI 2026.
To secure delivery of Husqvarna B-shares under LTI 2026 and limit the costs of LTI 2026, including social security charges, the Board of Directors intends to take hedging measures in the form of equity swap agreements with a third party who would then purchase Husqvarna B-shares in its own name to thereafter transfer them to the participants in accordance with LTI 2026, provided that the AGM resolves in accordance with the proposal under item 16 on the agenda. The hedging measures are described below under item 16 on the agenda. The intention is not to issue new shares as a result of LTI 2026.
Reasons for the proposal
The purpose of LTI 2026 is to influence and reward long-term performance, align the interests of shareholders and company management, attract and retain key employees and provide variable remuneration instead of fixed salary. In light of the above, the Board of Directors considers that the introduction of LTI 2026 has a positive effect on the continued development of the Husqvarna Group and that it is therefore beneficial for both the shareholders and the Company.
Preparation of the matter
LTI 2026 is based on the same principles as LTI 2025 and has, in accordance with guidelines from the Committee, been prepared by Group Management, in consultation with external advisers, taking into account evaluations of previous incentive programs. LTI 2026 has been discussed at Board meetings during 2025 and 2026.
Resolution on authorization to enter into equity swap arrangements to cover obligations under LTI 2026 and other previously adopted LTI programs (Item 16)
The Board of Directors proposes that the AGM 2026 resolves to authorize the Board of Directors, during the period up to the next AGM, on one or more occasions, to resolve that the Company enters into one or more equity swap agreements with a third party (e.g., a bank) on terms that correspond to market practice, with the aim of securing the Company’s obligations in accordance with LTI 2026 and previously adopted incentive programs. An equity swap arrangement means that the third party, against consideration paid by the Company, acquires (in its own name) such number of Husqvarna B-shares as are necessary to cover the Company’s obligations under adopted incentive programs and thereafter transfers (in its own name) such shares to the participants in accordance with the terms of the adopted incentive programs.
Resolution on authorization regarding new issue (Item 17)
The Board of Directors proposes that the AGM 2026 resolves to authorize the Board of Directors, on one or more occasions up to the time of the next AGM, to resolve on a new issue of not more than 57,634,377 B-shares, corresponding to ten percent of the total number of shares in the Company, with payment in kind.
The subscription 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 payment is made with own shares.
Other information
Information about the Directors proposed for election to the Board of Directors of Husqvarna AB and about the proposed auditor, as well as the Nomination Committee’s reasoned statement etc., is available on the Company’s website, https://www.husqvarnagroup.com. The annual report and the auditor’s report, as well as the auditor’s statement on the application of the guidelines for remuneration, are presented by being made available at the Company and on the Company’s website https://www.husqvarnagroup.com no later than three weeks prior to the AGM, and will be sent to shareholders who so request and provide their address. The share register for the AGM will be available at Husqvarna AB, Hälsingegatan 49, SE-113 31 Stockholm, Sweden.
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For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in March 2026
Husqvarna AB (publ)
THE BOARD OF DIRECTORS
[1] Corresponding to the average closing price of Husqvarna’s B share on Nasdaq Stockholm during December 2025, January 2026 and February 2026.
Husqvarna Group
Husqvarna Group is a global leader in innovative solutions for managing forests, parks, and gardens, as well as equipment and diamond tools for the construction industry. With an innovative mindset, we are dedicated to delivering high-quality solutions ranging from robotic mowers to chainsaws, watering systems and power cutters, with a strong focus on our customers and future generations.
Founded in the Swedish town Huskvarna in 1689, we have been pioneers in our business for more than three centuries. Today, we are mainly operating under the global Husqvarna and Gardena brands, serving consumers and professionals in over 100 countries through direct sales, dealers, and retailers. Headquartered in Stockholm, Sweden, Husqvarna Group employs approximately 11,900 people in 40 countries and reported net sales of SEK 46.6 billion in 2025. Husqvarna Group is listed on Nasdaq Stockholm.
For additional information, please contact:
Investors
Emelie Alm, Vice President Investor Relations
+46 705 - 14 64 14
ir@husqvarnagroup.com
Media
Henrik Sjöström, Head of External Communication
+46 727 15 77 85
press@husqvarnagroup.com
Idag, 07:30
Notice of Annual General Meeting of Husqvarna AB (publ)
The shareholders of Husqvarna AB (publ) (the “Company” or “Husqvarna”) are hereby invited to the Annual General Meeting (the “AGM”) to be held on Thursday, April 16, 2026, from 16:00-18:00 at Jönköping Concert & Congress at Elmia, the South entrance 12, Hall C, Elmiavägen 11, Jönköping, Sweden. Entry registration for the AGM starts at 15:00.
Shareholders who wish to participate in the AGM shall:
In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to notifying its intention to participate in the AGM, have the shares registered in its own name so that the shareholder is entered in the share register as of April 8, 2026. Such registration may be temporary (so-called voting right registration) and is requested by the nominee in accordance with the nominee’s routines and in such time in advance as determined by the nominee. Voting right registrations effected by the nominee no later than April 10, 2026, will be taken into account when preparing the share register.
The agenda for the AGM (including all proposed items to be resolved on by the shareholders) is set forth in section “D. Agenda” below. For a valid resolution by the meeting under all items on the agenda, except for the election of Directors, the resolution must be supported by shareholders representing at least half of the votes cast at the meeting. For elections of Directors, the person(s) receiving the highest number of votes will be elected to the Board of Directors.
Further explanation regarding the proposals for certain items is set forth in section E below.
As of the date of this notice, the total number of shares in the Company amounts to 107,739,905 A-shares and 468,603,873 B-shares, corresponding to a total of 154,600,292.3 votes. The Company holds no own shares as of the date of this notice.
The Board of Directors and the CEO shall, upon request by a shareholder and provided that the Board considers that this can be done without causing material harm to the Company, provide information on circumstances that may affect the assessment of an item on the agenda or circumstances that may affect the financial situation of Husqvarna or its subsidiaries or Husqvarna’s relationship to another group entity, or in relation to the consolidated annual report.
In order to participate in the AGM (in person or by proxy), shareholders must notify the Company of their participation no later than Friday, April 10, 2026. Such notification may be made:
When notifying participation in person (or by proxy), shareholders shall state name, personal identity number or corporate registration number, address and telephone number and the number of assistants (maximum two) that will attend the meeting.
Shareholders who wish to participate by authorized proxy (i.e., power of attorney) at the meeting must submit a valid, signed and dated power of attorney, by mail, to Husqvarna AB, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. If the shareholder is a legal entity, a copy of a registration certificate or other authorization documentation must be enclosed. In order to facilitate registration for the AGM, the power of attorney, together with a registration certificate and other authorization documentation, must be received by the Company no later than April 10, 2026 at the above address. Proxy forms are available on the Company’s website www.husqvarnagroup.com.
A shareholder may also participate in the AGM through a postal voting procedure described in section C. The exercise of voting rights in accordance with the postal voting procedure will be considered as a notification from the shareholder of participation in the meeting.
Postal voting will be available from Friday, March 13, 2026, up to and including Friday, April 10, 2026. The shareholder may vote in advance by completing an advance voting form in any of the following ways:
Shareholders may not provide the postal vote with special instructions or conditions. If so, the vote (i.e., the postal vote as a whole) is invalid. Further instructions and conditions can be found in the postal voting form and on Euroclear Sweden AB’s website https://www.euroclear.com/sweden/generalmeetings/.
Voting via the website in accordance with the above must be completed no later than Friday, April 10, 2026. For voting by email or regular mail (as applicable), the voting form, together with any enclosed power of attorney and authorization documentation, must be received by Euroclear Sweden AB, on behalf of Husqvarna, no later than Friday, April 10, 2026. Votes received later will not be taken into account.
For questions regarding the postal voting procedure, please contact Euroclear Sweden AB, telephone +46 36 14 70 10, on weekdays between 09:00-16:00.
The proposed agenda is as follows:
a)adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
b)allocation of the Company’s profit or loss pursuant to the adopted balance sheet; and
c)discharge from liability for the Directors and the CEO
a)determination of the number of Directors; and
b)determination of the number of auditors
a)individual election of Directors; and
b)election of Chair of the Board of Directors
a)election of external auditor; and
b)resolution on remuneration to the external auditor
E. Further information regarding certain proposed resolutions
Election of Chair of the Meeting (Item 2)
The Nomination Committee proposes that attorney-at-law Björn Kristiansson, KANTER Advokatbyrå KB, be elected Chair of the AGM.
Preparation and approval of the voting list (Item 3)
The voting list proposed for approval is the voting list prepared by Euroclear Sweden AB, based on the share register for the general meeting, notified shareholders present at the meeting venue and votes received.
Election of one or two minute-checkers (Item 5)
The Board of Directors proposes that two minute-checkers be elected, and that Petra Hedengran, Investor AB and Fredrik Ahlin, IF Skadeförsäkring AB, are elected, or, if one or both of the minute-checkers are unable to attend the meeting, another person proposed by Husqvarna’s Nomination Committee.
Proposed distribution of earnings (Item 8b)
The Board of Directors proposes a dividend for the financial year 2025 of SEK 1.25 per share, to be paid in two installments. The Board of Directors proposes a dividend of SEK 0.50 per share with a planned record date of Monday, April 20, 2026, and a dividend of SEK 0.75 per share with a planned record date of Tuesday, October 20, 2026. If the AGM resolves in accordance with the proposal, the estimated (i) last day for trading in shares of Husqvarna AB with right to the applicable part of the dividend, (ii) applicable record date, and (iii) payment date from Euroclear Sweden AB are as follows
First installment (SEK 0.50 per share) | Second installment (SEK 0.75 per share) | |
Last day for trading in Husqvarna shares with right to dividend | Thursday, April 16, 2026 | Friday, October 16, 2026 |
Record Day | Monday, April 20, 2026 | Tuesday, October 20, 2026 |
Payment Date | Thursday, April 23, 2026 | Friday, October 23, 2026 |
Determination of the number of Directors (Item 9a)
The Nomination Committee proposes that the Board of Directors shall consist of nine ordinary Directors elected by the meeting.
Determination of the number of auditors (Item 9b)
The Nomination Committee proposes that the Company shall have one registered audit firm as auditor.
Determination of remuneration to the Directors (Item 10)
The Nomination Committee proposes that Directors elected by the meeting and not employed by the Company shall receive the following basic fees for Board work in 2026 (including additional fees for committee work):
Proposed fee | Fee 2025 (SEK) | Increase % | |
Chair of the Board | SEK 2,515,000 | SEK 2,400,000 | 4.8% |
Other Director | SEK 728,000 | SEK 695,000 | 4.7% |
Audit Committee Chair | SEK 375,000 | SEK 357,000 | 5.0% |
Other Audit Committee member | SEK 245,000 | SEK 233,000 | 5.2% |
People Committee Chair | SEK 190,000 | SEK 182,000 | 4.4% |
Other People Committee member | SEK 115,000 | SEK 110,000 | 4.5% |
In addition to the basic fees described above and reimbursement for travel expenses, the Nomination Committee proposes that remuneration be paid to elected Directors for participation in each physical Board meeting in Sweden as set forth below (no change from previous year):
Director’s residence | Fee per meeting |
Nordic countries | No additional meeting fee |
Europe (excluding Nordic countries) | EUR 1,000 |
Other countries | USD 3,500 |
The Nomination Committee states that the Directors are expected to make a financial commitment in the Company by, over a five-year period, acquiring shares in the Company corresponding to a value of approximately one annual fee, calculated before tax.
Election of Directors (Item 11a)
The Nomination Committee proposes the re-election of Torbjörn Lööf, Ingrid Bonde, Katarina Martinsson, Daniel Nodhäll, Christine Robins, Marlies Gebetsberger, Magnus Jarlegren and Claes Boustedt.
The Nomination Committee further proposes the election of Glen Instone (CEO of Husqvarna) as a new Director.
All proposed Directors are presented in more detail on the Company’s website.
Election of Chair of the Board of Directors (Item 11b)
The Nomination Committee proposes that Torbjörn Lööf be re-elected as Chair of the Board of Directors.
Election of external auditor (Item 12a)
The Nomination Committee proposes, in accordance with the recommendation of the Audit Committee, that KPMG be re-elected as the audit firm for the period from AGM 2026 until the end of the AGM 2027. KPMG has informed that Joakim Thilstedt will be the auditor in charge.
Resolution on remuneration to the external auditor (Item 12b)
The Nomination Committee proposes that the auditor’s fee shall be paid in accordance with approved invoice.
Resolution on guidelines for remuneration to Group Management (Item14)
The Board of Directors proposes that the following guidelines for remuneration for the CEO and other members of Group Management be approved by AGM 2026. These guidelines do not apply to any remuneration that is otherwise resolved on or approved directly by the AGM or any other general meeting of shareholders.
The overall group objective is to achieve market leadership where long-term profitable growth and an innovation-leading position are important aspects. The Company’s business model is based on the strategy of achieving market leadership and profitable growth by providing the best solutions for forestry, park and garden care and for the construction industry, by maximizing assets and minimizing the operation’s waste and carbon emissions. More information about the Company’s strategy and financial targets is available on the Company’s website https://www.husqvarnagroup.com/en/financial-targets.
Successful implementation of the Company’s business strategy and safeguarding of the Company’s long-term interests, including its sustainability, presuppose that the Company can recruit and retain qualified employees. This requires that the Company can offer competitive remuneration.
The guidelines set forth in this item shall apply to remuneration and other terms of employment for Group Management, as defined in the Company’s annual report. The guidelines shall apply to employment agreements entered into after the AGM 2026 as well as to amendments to existing employment agreements made thereafter.
Remuneration to Group Management shall be market-based and based on the position, individual performance and the Group’s performance, while the remuneration shall be competitive in the country of employment. The total remuneration to Group Management shall comprise 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 thereto, there are terms for notice period and severance pay.
In addition, the AGM may – irrespective of these guidelines – resolve on, inter alia, share-related or share price-related remuneration.
Husqvarna shall strive to offer a competitive total remuneration (i.e., all components of remuneration described below) with an emphasis on “pay-for-performance”.
Fixed cash salary
Fixed salary shall constitute the basis for the total remuneration and may amount to at most 70 percent of the total remuneration. The salary shall be related to the relevant market and reflect the scope of influence, contribution and skills associated with the position. The salary shall be reviewed regularly to ensure continued competitiveness and reward for performance.
Variable cash remuneration (Short-term Incentive, “STI”)
Fulfilment of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to at most 150 percent of the fixed salary and to at most 50 percent of the total remuneration. The Board of Directors decides whether the maximum levels shall be utilized or whether a lower level shall be used. The STI level is determined by the Board of Directors based on the size of the position, taking into account the degree of influence, contribution and skills involved in the position, but also the country of employment.
The variable cash remuneration shall be conditional upon fulfilment of established financial criteria - such as operating profit, organic growth, cash flow, return on capital employed - and may also include non-financial criteria, in order to promote the group’s business strategy, including its sustainability. The Board of Directors and the People Committee (the “Committee”) shall determine these criteria for the Company and/or for the business unit for which the member of Group Management is responsible, as well as define the minimum “Entry” level that must be exceeded for variable remuneration to be paid, and a maximum “Stretch” level relevant for the coming measurement period.
Up to a maximum of 20 percent of the total STI opportunity for the CEO and other members of Group Management may be based on financial or non-financial individual KPIs (key performance indicators). The criteria shall be designed so that they contribute to the Company’s business strategy and long-term interests, including sustainability. The extent to which the criteria for awarding variable remuneration have been fulfilled shall be evaluated/determined when the applicable one-year measurement period has ended. The Committee is responsible for the evaluation, which shall be based on the most recent financial information published 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 the other members of Group Management.
Long-term incentive programs
The Board of Directors shall annually evaluate whether a long-term incentive program shall be offered and proposed to the AGM. The award level of such a long-term incentive program may amount to at most 120 percent of the fixed salary at the time when the program is launched.
Pension and other benefits
Pension and disability benefits shall be designed so as to reflect rules and practice in the country of employment. The pension plans shall be defined contribution and the employer’s contributions, including contributions for disability pension/insurance, may amount to at most 40 percent of the fixed cash salary and to at most 30 percent of the total remuneration.
Other benefits may include, for example, life and health insurance, housing allowance and company car. Costs for such benefits may amount to at most 20 percent of the fixed cash salary and to at most 15 percent of the total remuneration. For employments governed by mandatory rules, pension and other benefits may be adjusted to comply with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Members of Group Management living abroad may receive additional remuneration and benefits to the extent reasonable in view of the special circumstances related to the foreign assignment, taking into account, to the extent possible, the overall purpose of these guidelines. Such remuneration and benefits may not exceed 80 percent of the fixed cash salary.
Termination of employment
The notice period may not exceed twelve months if notice of termination is given by the Company. Fixed cash salary during the notice period and severance pay may together not exceed an amount corresponding to fixed salary for two years. The notice period may not exceed six months without entitlement to severance pay if notice of termination is given by the executive, unless severance pay is payable to compensate for a longer notice period. The member of Group Management shall be subject to a non-compete obligation during the notice period. Based on the circumstances of the individual case, a non-compete obligation, against payment of severance pay, may also apply after the expiry of the notice period. Such non-compete obligation may apply for a maximum of 24 months after the expiry of the notice period and the severance pay paid during the period may not exceed an amount corresponding to the fixed salary.
In addition, extra remuneration may be paid for non-competing assignments as compensation for loss of income and shall only be paid to the extent that the former member of Group Management is not entitled to severance pay. The remuneration shall amount to at most 60 percent of the fixed salary at the time when the employment ended, unless otherwise provided by mandatory collective bargaining provisions, and shall be paid during the period the non-compete obligation applies, but for a maximum of 24 months after termination of employment.
Salary and employment conditions for employees
In preparing the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees have been considered by including information on the employees’ total income, the components of remuneration and the increase and decrease over time, in the Committee’s and the Board’s decision basis when evaluating whether the guidelines and their limitations are reasonable. Information will be provided in the remuneration report on the development of the gap between remuneration to senior executives and other employees, which is to be published in accordance with the EU Shareholder Rights Directive.
Decision-making process to determine, review and implement the guidelines
The Board of Directors has established a committee that functions as the “remuneration committee” within the meaning of the Swedish Corporate Governance Code. Among the Committee’s tasks is to prepare the Board of Directors’ decision to propose guidelines for remuneration to Group Management. The Board of Directors shall prepare a proposal for new guidelines at least every four years and submit the proposal to the AGM.
The guidelines shall apply until new guidelines have been adopted by the AGM. The Committee shall also monitor and evaluate programs for variable remuneration to Group Management, the application of the guidelines for remuneration to Group Management as well as the current remuneration structures and remuneration levels in the Company.
The members of the Committee are independent in relation to Husqvarna and Group Management. The CEO and other members of Group Management do not participate in the Board of Directors’ handling of and decisions on remuneration matters where they themselves are concerned.
Deviation from the guidelines
The Board of Directors may temporarily resolve to deviate from the guidelines, in whole or in part, if, in a particular case, there is a special reason for the deviation and a deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the Committee’s tasks include preparing the Board of Directors’ decisions on remuneration matters. This also includes any deviations from the guidelines. A deviation from the guidelines may not result in any remuneration element exceeding the double maximum level specified in these guidelines.
Resolution regarding adoption of a long-term incentive program (LTI 2026) (Item 15)
Summary of the program
The Board of Directors proposes that the AGM 2026 resolves to adopt a performance-based long-term incentive program (“LTI 2026”) in line with the description below. The program is based on the same principles as the incentive program granted in 2025 (LTI 2025).
LTI 2026 is proposed to include a maximum of 80 employees in the Husqvarna Group and offers participants the opportunity to receive performance share awards. Provided that certain performance targets and conditions are met during a three-year vesting period, performance share awards granted in 2026 will entitle the participant to B-shares in Husqvarna as set forth below.
Participants in LTI 2026 will be granted a number of performance share awards based on the participant’s annual target salary (fixed salary plus variable salary at target level) for 2026.
The number of performance share awards that vest and entitle the participant to B-shares further depends on the fulfilment of certain levels determined by the Board regarding earnings per share, weight 90 percent, and levels determined regarding reduction of the Company’s carbon emissions, weight 10 percent, during the calendar years 2026-2028. The levels determined are “Entry”, “Target” and “Stretch”. Entry constitutes the minimum level that must be exceeded for the performance share awards to entitle to allocation of B-shares.
The levels correspond to the following number of B-shares, with a linear increase between each level:
If the price of the Company’s B-share were to increase by more than 200 percent during the three-year vesting period, the number of B-shares to which the performance share awards entitle will be limited to the value corresponding to the maximum allocation of B-shares at the Stretch performance level at a share price increase of 200 percent from grant of share awards to transfer of shares (vesting period). This limitation enables control and creates predictability over the program’s maximum scope and cost.
Additional terms
The following terms shall apply to the performance share awards:
Design and administration
The Board of Directors, or a committee appointed by the Board, shall be responsible for the detailed design and administration of LTI 2026, within the framework of the presented terms and guidelines. In this context, the Board of Directors shall be entitled to make adjustments to comply with specific Swedish or foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the Husqvarna Group or its environment, which would result in the resolved terms and conditions for LTI 2026 no longer being appropriate.
Allocation
In accordance with the above principles and assumptions, LTI 2026 will encompass the following number of B-shares for the different categories of employees:
The above estimated scope of the program is based on achievement of the Stretch performance level, as described above.
Scope and costs of the program
LTI 2026 is estimated to comprise a maximum of 3.45 million B-shares, corresponding to approx. 0.6 percent of the total number of outstanding shares. The Company has approximately 576 million outstanding shares. Outstanding rights to shares under previously adopted long-term incentive programs (LTI 2023, LTI 2024 and LTI 2025) amount to approximately 1.3 percent of the total number of outstanding shares. The impact of the Company’s incentive programs on significant key performance indicators is only marginal. Information about LTI 2023, LTI 2024 and LTI 2025 is available in the Company’s annual report for 2025, note 4, as well as on the Company’s website, www.husqvarnagroup.com.
LTI 2026 will be accounted for in accordance with IFRS 2 - Share-based Payment. IFRS 2 requires that performance share awards be expensed as personnel costs over the vesting period and recognized directly against equity. The estimated costs for social security charges will be expensed as personnel costs in the income statement through ongoing provisions. The cost of the program before tax at achievement of the Target performance level is estimated at SEK 93 million allocated over the vesting period 2026-2028. At the Stretch performance level, the corresponding cost is estimated at SEK 186 million. The amounts include estimated costs for financing and social security charges. The cost calculations have been based on assumptions of a share price of SEK 45.1 at grant of performance share awards, that the annual share price of the Company’s B-share is unchanged, that social security charges amount to 19 percent and an annual employee turnover of 0 percent among participants in LTI 2026.
To secure delivery of Husqvarna B-shares under LTI 2026 and limit the costs of LTI 2026, including social security charges, the Board of Directors intends to take hedging measures in the form of equity swap agreements with a third party who would then purchase Husqvarna B-shares in its own name to thereafter transfer them to the participants in accordance with LTI 2026, provided that the AGM resolves in accordance with the proposal under item 16 on the agenda. The hedging measures are described below under item 16 on the agenda. The intention is not to issue new shares as a result of LTI 2026.
Reasons for the proposal
The purpose of LTI 2026 is to influence and reward long-term performance, align the interests of shareholders and company management, attract and retain key employees and provide variable remuneration instead of fixed salary. In light of the above, the Board of Directors considers that the introduction of LTI 2026 has a positive effect on the continued development of the Husqvarna Group and that it is therefore beneficial for both the shareholders and the Company.
Preparation of the matter
LTI 2026 is based on the same principles as LTI 2025 and has, in accordance with guidelines from the Committee, been prepared by Group Management, in consultation with external advisers, taking into account evaluations of previous incentive programs. LTI 2026 has been discussed at Board meetings during 2025 and 2026.
Resolution on authorization to enter into equity swap arrangements to cover obligations under LTI 2026 and other previously adopted LTI programs (Item 16)
The Board of Directors proposes that the AGM 2026 resolves to authorize the Board of Directors, during the period up to the next AGM, on one or more occasions, to resolve that the Company enters into one or more equity swap agreements with a third party (e.g., a bank) on terms that correspond to market practice, with the aim of securing the Company’s obligations in accordance with LTI 2026 and previously adopted incentive programs. An equity swap arrangement means that the third party, against consideration paid by the Company, acquires (in its own name) such number of Husqvarna B-shares as are necessary to cover the Company’s obligations under adopted incentive programs and thereafter transfers (in its own name) such shares to the participants in accordance with the terms of the adopted incentive programs.
Resolution on authorization regarding new issue (Item 17)
The Board of Directors proposes that the AGM 2026 resolves to authorize the Board of Directors, on one or more occasions up to the time of the next AGM, to resolve on a new issue of not more than 57,634,377 B-shares, corresponding to ten percent of the total number of shares in the Company, with payment in kind.
The subscription 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 payment is made with own shares.
Other information
Information about the Directors proposed for election to the Board of Directors of Husqvarna AB and about the proposed auditor, as well as the Nomination Committee’s reasoned statement etc., is available on the Company’s website, https://www.husqvarnagroup.com. The annual report and the auditor’s report, as well as the auditor’s statement on the application of the guidelines for remuneration, are presented by being made available at the Company and on the Company’s website https://www.husqvarnagroup.com no later than three weeks prior to the AGM, and will be sent to shareholders who so request and provide their address. The share register for the AGM will be available at Husqvarna AB, Hälsingegatan 49, SE-113 31 Stockholm, Sweden.
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For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in March 2026
Husqvarna AB (publ)
THE BOARD OF DIRECTORS
[1] Corresponding to the average closing price of Husqvarna’s B share on Nasdaq Stockholm during December 2025, January 2026 and February 2026.
Husqvarna Group
Husqvarna Group is a global leader in innovative solutions for managing forests, parks, and gardens, as well as equipment and diamond tools for the construction industry. With an innovative mindset, we are dedicated to delivering high-quality solutions ranging from robotic mowers to chainsaws, watering systems and power cutters, with a strong focus on our customers and future generations.
Founded in the Swedish town Huskvarna in 1689, we have been pioneers in our business for more than three centuries. Today, we are mainly operating under the global Husqvarna and Gardena brands, serving consumers and professionals in over 100 countries through direct sales, dealers, and retailers. Headquartered in Stockholm, Sweden, Husqvarna Group employs approximately 11,900 people in 40 countries and reported net sales of SEK 46.6 billion in 2025. Husqvarna Group is listed on Nasdaq Stockholm.
For additional information, please contact:
Investors
Emelie Alm, Vice President Investor Relations
+46 705 - 14 64 14
ir@husqvarnagroup.com
Media
Henrik Sjöström, Head of External Communication
+46 727 15 77 85
press@husqvarnagroup.com
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