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The shareholders of Husqvarna AB (publ) are hereby arrive to appear the AGM, which will be captivated at 4:00 p.m. on Tuesday, April 4, 2017 at the Elmia Congress Centre, Hammarskjöld Hall, Elmiavägen 15 in Jönköping, Sweden.



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Registration and notification

Shareholders who intend to appear the AGM must



The notification allegation accommodate the shareholder’s name, claimed or aggregation allocation number, address, blast cardinal and advice of the cardinal of administration (maximum two) that will be attending, if any. The abstracts accustomed will be computerized and acclimated alone for the purpose of the 2017 AGM. For shareholders adulatory to participate through an accustomed representative, the Aggregation will accommodate ability of advocate templates on the Company’s website. Shareholders accommodating through an accustomed adumbrative should abide the ability of advocate to the aloft abode above-mentioned to the date of the AGM.

Shareholders whose shares are registered in the names of banks or added nominees allegation briefly annals the shares in their own name in adjustment to be advantaged to appear the AGM. To ensure that such allocation is in abode as of Wednesday, March 29, 2017, shareholders allegation acquaint the appointee able-bodied in beforehand of that date.



At the time of the affair of this notice, the absolute cardinal of shares in the Aggregation amounts to 113,393,909 A-shares and 462,949,869 B-shares, agnate to 159,688,895.9 votes in total. The Aggregation holds 2,963,233 B-shares at the aforementioned point in time.

Agenda

     9.   Determination of the cardinal of Directors to be elected   10.   Determination of accomplishment to the Directors and the Auditors   11.   Acclamation of Directors and Chair of the Board          a) Individual acclamation of Directors;          b) Acclamation of Chair of the Board.   12.   Resolution on attempt for accomplishment for Group Management   13.   Resolution apropos the acceptance of a continued appellation allurement affairs (LTI 2017)   14.   Sale and disinterestedness swaps of Husqvarna B-shares         a)   Resolution on allocation to advertise Husqvarna B-shares;         b)   Resolution on allocation to access into disinterestedness bandy arrange to awning obligations beneath LTI 2017 and any ahead bound LTI programs.   15.   Resolution on allocation to boldness on affair of new shares   16.   Closing of the Meeting

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Proposals

Election of Chair of the Affair (item 2) The Nomination Board proposes that Björn Kristiansson be adopted Chair of the AGM. 

Proposed administration of balance (item 8 b)The Board of Directors proposes a allocation for banking year 2016 of SEK 1.95 per share, to be paid in two installments, firstly SEK 0.65 per allocation with Thursday, April 6, 2017 as the aboriginal almanac day, secondly SEK 1.30 per allocation with Friday, October 6, 2017 as the added almanac day. Assuming the AGM resolves in accordance with the Board of Directors’ proposal, the estimated (i) aftermost day for trading in Husqvarna shares with appropriate to the applicative allocation of the allocation acquittal (ii) almanac day, and (iii) estimated date for acquittal from Euroclear Sweden AB for anniversary of the installments are as follows:

Determination of the cardinal of Directors to be adopted (item 9)The Nomination Board proposes that the Board of Directors shall be comprised of eight Directors to be adopted by the AGM, and no deputies.

Determination of accomplishment to the Directors and the Auditors (item 10) The Nomination Board proposes that Directors accept the afterward basal advantage for their Board assignment (including the adumbrated added accomplishment for board work):

In accession to the basal advantage declared aloft and agreement for biking expenses, the Nomination Board proposes that the afterward advantage be paid to Directors for anniversary concrete affair abounding in Sweden:

The Nomination Board declares that it expects the Directors to appoint themselves financially in Husqvarna by accepting Husqvarna shares aural a aeon of bristles years, agnate to about one year’s remuneration, affected afore tax.

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The Nomination Board proposes that the Auditors’ fee shall be paid on the base of accustomed invoice, in accordance with antecedent years’ practice. 

Election of Directors and Chair of the Board (item 11)

a) Individual acclamation of Directors

The Nomination Board proposes re-election of

In addition, the Nomination Board proposes the acclamation of a new Director

     8.  Christine Robins.

The proposed Directors are presented in added detail on the Company’s website.

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b) Acclamation of Chair of the Board

The Nomination Board proposes that Tom Johnstone be appointed Chair of the Board.

Resolution on attempt for accomplishment for Group Management (item 12) The Board of Directors proposes that accomplishment to Group Management shall be comprised of anchored salary, capricious bacon in the anatomy of concise incentives based on anniversary achievement targets, abiding incentives, pensions and added benefits. For the CEO and added associates of Group Management, the attempt for accomplishment as accustomed by the 2016 AGM apply. The Board of Directors proposes that the agnate attempt should be accustomed by the 2017 AGM for the aeon up to and including the 2018 AGM.

The proposed accomplishment principals are added absolutely declared in the abstracted ”Proposals by the Board of Directors to be presented at the AGM of shareholders of Husqvarna AB (publ) on Tuesday, April 4, 2017”, which will be appear on the Company’s website not afterwards than three weeks above-mentioned to the AGM.

The absolute accomplishment to associates of Group Management for 2017 is estimated to bulk to amid MSEK 62 and 129 depending on the bulk to which the targets (entry-target-stretch) of the capricious accomplishment will be reached. The capricious accomplishment is appropriately estimated to bulk to best MSEK 67.

Resolution apropos the acceptance of a continued appellation allurement affairs (LTI 2017) (item 13)

Summary of the programThe Board of Directors proposes that the 2017 AGM resolves to accept a achievement based continued appellation allurement program, LTI 2017. The affairs is proposed to be offered to a best of 80 chief managers aural the Husqvarna Group. LTI 2017 offers participants the befalling to accept two types of allocation awards: (1) “matching allocation awards” and (2) “performance allocation awards”. Subject to the fulfilment of assertive achievement targets and altitude during a three year vesting period, analogous allocation awards and achievement allocation awards, to be accepted in 2017, will belong and accord appropriate to B-shares in Husqvarna in accordance with the following.

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The claimed advance and analogous allocation awardsIn adjustment to participate in the program, associates of Group Management allegation buy B-shares in Husqvarna to a bulk agnate to 10%, 15% applies for the CEO, of his/her anniversary anchored bacon in 2017. For added participants this claimed advance in shares is alternative but allegation be minimum 5% and best 10% of his/her anniversary anchored bacon in 2017 if he/she wants to participate in this allocation of the affairs (matching allocation awards).

One analogous allocation accolade will be accepted for anniversary Husqvarna B-share purchased aural the framework of LTI 2017.

Performance allocation awardsIn accession to the analogous allocation awards (if applicable), anniversary actor of the LTI 2017 will be accepted a cardinal of achievement allocation awards based on such participant’s anniversary ambition assets in 2017 (fixed bacon additional capricious bacon at a ambition level). Anniversary ambition assets is used, rather than aloof anchored salary, to accomplish the affairs added aggressive in the US and to accomplish a added differentiated accomplishment structure.

The cardinal of achievement allocation awards that belong and accord rights to accept B-shares added depend on the fulfilment of the Company’s continued appellation banking objectives defined as assertive levels of access of the Company’s operating allowance (weight 40%), net sales (weight 30%) and abatement of operating alive basic in affiliation to net sales (weight 30%), as bent by the Board of Directors. These levels are “Entry”, “Target” and “Stretch”. Entry constitutes a minimum akin which allegation be exceeded in adjustment for the achievement allocation awards to belong and accord appropriate to B-shares. The levels accord to the afterward cardinal of B-shares, with a beeline progression amid anniversary level:

Regarding the CEO, such levels are added to 30% of anniversary ambition assets at Target, and 60% for Stretch.

Additional agreement & altitude of the allocation awards (both analogous and achievement allocation awards):

Scope and costs of the programLTI 2017 is estimated to comprise a best of 1,700,000 B-shares, which corresponds to beneath than 0.3% of the absolute cardinal of outstanding shares. The Aggregation has about 576 actor shares outstanding. The issued and outstanding options and rights to shares in accordance with the Company’s antecedent allurement programs (LTI 2009, LTI 2014, LTI 2015 and LTI 2016) accord to about 1.1% of the absolute cardinal of outstanding shares. The Company’s allurement programs’ aftereffect on important key abstracts is alone marginal. For a description of the Company’s added allocation accompanying allurement programs, advertence is fabricated to the Anniversary Abode for 2016, calendar 4, and the Company’s website, www.husqvarnagroup.com.

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LTI 2017 will be accounted for in accordance with IFRS 2 – Share-based Payment. IFRS 2 stipulates that the allocation awards should be expensed as cadre costs over the vesting aeon and will be appear anon adjoin equity. Estimated amusing aegis accuse will be recorded as a cadre bulk in the assets account by accepted reservations. The bulk for the affairs is estimated to bulk to MSEK 80 afore tax, if the achievement akin Ambition is reached, and is allocated over the years 2017-2020. The agnate bulk at achievement akin Stretch is estimated to MSEK 142. Financing costs and amusing aegis accuse are included in the estimated amounts. The admiration of bulk aloft is based on the assumptions that the allocation bulk is SEK 70 at the time of admission of the allocation awards, that anniversary actor participates with a best claimed investment, that the anniversary allocation bulk access for the Company’s B-shares is 5%, that amusing aegis accuse bulk to 25% and that the anniversary agent about-face is 5% amid the participants of LTI 2017.

In adjustment to absolute the costs, including amusing aegis charges, for LTI 2017, the Board of Directors will accept ambiguity measures, such as disinterestedness bandy agreements with third parties which would again buy Husqvarna B-shares to be transferred to the participants of the affairs provided that the AGM resolves in accordance with Account 14 on the agenda. The ambiguity options are declared beneath beneath Account 14 of the agenda. The ambition is to not affair new shares as a aftereffect of the program.

The account for the proposalThe purpose of LTI 2017 is to access and accolade continued appellation performance, adjust shareholders’ and managements’ interest, allure and absorb key advisers and accommodate capricious accomplishment instead of anchored salary. In ablaze of the above, the Board of Directors believes that adopting the allurement affairs LTI 2017 will accept a absolute aftereffect on the development of the Husqvarna Group and appropriately that it will be benign to both the shareholders and the Company.

PreparationLTI 2017 is based on agnate agreement and altitude as the allurement affairs accepted in 2016 (LTI 2016) and has in accordance with guidelines set out by the Accomplishment Board been able by Group Management in appointment with alien advisors. The allurement affairs has been advised at affairs of the Board of Directors in 2016 and 2017.

Sale and disinterestedness swaps of Husqvarna B-shares (item 14)

a)   Resolution on allocation to advertise Husqvarna B-sharesThe Board of Directors proposes that the 2017 AGM authorizes the Board of Directors to canyon a resolution, on one or added occasions, for the aeon up until the abutting AGM, on affairs B-shares in Husqvarna on Nasdaq Stockholm. The cardinal of B-shares to be awash may not beat the cardinal of B-shares that the Aggregation holds at the point in time of the Board’s resolution. Sale of B-shares may alone be in application of banknote acquittal at a bulk aural the allocation bulk breach registered at that time.

The purpose of the allocation is to be able to advertise repurchased B-shares to barrier costs for amusing aegis accuse and added costs in affiliation to bound allurement programs and to continuously acclimate the cardinal of B-shares captivated in adjustment to barrier the undertakings aural the framework of the Company’s allurement programs.

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b)   Resolution on allocation to access into disinterestedness bandy arrange to awning obligations beneath LTI 2017 The Board of Directors proposes that the 2017 AGM authorizes the Board of Directors to canyon a resolution, on one or added occasions, for the aeon up until the abutting AGM, to absolute the Aggregation to access one or added disinterestedness bandy agreements with a third affair (e.g. a bank), on agreement and altitude in accordance with bazaar practice, to barrier the obligations of the Aggregation beneath the LTI 2017 and any ahead bound allurement programs (the “Covered Programs”). Beneath such disinterestedness bandy arrangements, in barter for assertive fees paid by the Company, the third affair would be answerable to access (in its own name) such cardinal of Husqvarna B-shares as are all-important to awning the Company’s obligations beneath the Covered Programs and then, aloft the instructions of the Company, to alteration such shares to the participants per the agreement of the Covered Programs.

Resolution on allocation to boldness on affair of new shares (item 15)The Board of Directors proposes that the 2017 AGM authorizes the Board to boldness to affair not added than 57,634,377 B-shares, which represents 10% of the absolute cardinal of shares in the Company, adjoin acquittal in kind, on one or several occasions, during the aeon until the abutting AGM.

The bulk for the new shares shall be based on the bazaar bulk of the Company’s B-shares. The purpose of the allocation is to facilitate acquisitions area the application will be paid with own shares.

Other advice For a accurate resolution in accordance with the angle pursuant to account 14 a) above, a actor majority of two thirds of the votes casting and two thirds of the shares represented at the AGM is required. For all added calendar items aloft (except elections), a actor majority of bisected of the votes casting at the AGM is required.

The Board of Directors and the CEO shall, aloft appeal of a shareholder, and provided that the Board deems this can be done after causing aloft abuse to the Company, acquaint about affairs which ability affect the appraisal of an account on the calendar or affairs affecting Husqvarna’s or its subsidiaries’ banking bearings or about Husqvarna’s affiliation to addition Group entity, or in affiliation to the circumscribed Anniversary Report.

The Anniversary Abode and the Audit Abode as able-bodied as the Board of Directors’ and the Nomination Committee’s complete proposals pursuant to items 2 and 8-15 aloft as able-bodied as the Board of Director’s allegorical account pursuant to the Swedish Companies Act will be accessible at the Company, Husqvarna AB, Regeringsgatan 28, SE-111 53 Stockholm, Sweden and on the Company’s website, www.husqvarnagroup.com/agm, and will, on request, be beatific to shareholders at the abode provided, as from March 14, 2017, at the latest.

Stockholm in March 2017Husqvarna AB (publ)THE BOARD OF DIRECTORS____________________

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Factory tourWe are alms a guided bout of the Husqvarna branch in Huskvarna in abutting affiliation with the AGM. Shareholders who ambition to participate shall accord a agnate apprehension back advice the Aggregation of their ambition to participate at the AGM.

[1] Agnate to the boilerplate closing bulk of Husqvarna’s B-share at Nasdaq Stockholm during February 2017. 

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