Nomination Committe 2007

In accordance with the decision by the Annual General Meeting in March 2006, Husqvarna shall have a Nomination Committee consisting of representatives of each of the four largest shareholders in terms of voting rights, and the Chairman of the Husqvarna Board.

Composition

The Nomination Committee shall consist of one representative of each of the four largest shareholders in the company with regard to the number of votes held, together with the Chairman of the Board of Directors.

The names of the four representatives and the names of the shareholders they represent shall be announced at the latest six months before the Annual General Meeting 2007 and shall be based on the known number of votes as of August 31, 2006. The term of office for the Nomination Committee shall be for the period until a new Nomination Committee has been appointed. Unless the members of the Nomination Committee agree otherwise, the Chairman of the Nomination Committee shall be the member that represents the largest shareholder with regard to the number of votes held.

If during the term of office of the Nomination Committee, one or more of the shareholders having appointed a representative to the Nomination Committee no longer is among the four largest shareholders with regard to the number of votes held, representatives appointed by these shareholders shall resign and the shareholder or shareholders who then are among the four largest shareholders with regard to the number of votes held, may appoint their representatives. If there are only marginal changes in the number of votes held or if the change occurs later than three months before the Annual General Meeting, no changes shall be made in the composition of the Nomination Committee unless there are special circumstances. A shareholder who has appointed a representative as member of the Nomination Committee has the right to dismiss such member and appoint a new representative as member of the committee. Changes in the composition of the Nomination Committee shall be announced as soon as they have occurred.

The members of the Nomination Committee for the AGM in 2007 consists of Chairman Johan Forssell, AB Investor, Ramsay J. Brufer, Alecta Mutual Pension Insurance, Marianne Nilsson, Robur Investment Funds, Thomas Halvorsen, Fourth Swedish National Pension Fund and Lars Westerberg, Chairman of the Husqvarna Board.

The Nomination Committee will prepare proposals for the AGM in 2007, including proposals for Board members, fees to the Board members, fees to the auditors, and the tasks and composition of the Nomination Committee for the AGM in 2008.

Proposals to Nomination Committee

Shareholders who wish to submit proposals to Husqvarna's Nomination Committee should send:

Tasks

The Nomination Committee's tasks include preparing a proposal to the AGM 2008 regarding the following issues:

  • Chairman of the AGM
  • Board members
  • Chairman of the Board
  • Remuneration for Board members, including the Chairman, as well as remuneration for committee work
  • Auditors' fees
  • Nomination Committee for the next accounting year

The Nomination Committees' proposals to the Husqvarna AB Annual General Meeting on April 19, 2007

Item 2 - Election of Chairman of the Meeting

The Nomination Committee proposes that Lars Westerberg is elected chairman of the Annual General Meeting.

Item 9 - Determination of the number of Directors

The Nomination Committee proposes that the Board of Directors shall comprise 9 Directors without Deputies.

Item 10 - Determination of the fees payable to each Director of the Board and the Auditor

The Nomination Committee proposes a total Board remuneration of SEK 5,087,500 to be divided in accordance with the following: SEK 1,500,000 to the Chairman of the Board, SEK 437,500 to each of the Directors elected by the General Meeting and not employed by the company. The Chairman of the Remuneration Committee shall receive SEK 100,000 and the two members SEK 50,000 each. The Chairman of the Audit Committee shall receive SEK 175,000 and the two members shall receive SEK 75,000 each.

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

Item 11 - Election of Directors

The Nomination Committee proposes re-election of the Directors Lars Westerberg, Bengt Andersson, Peggy Bruzelius, Börje Ekholm, Tom Johnstone, Anders Moberg, Gun Nilsson, Peder Ramel and Robert F. Connolly.

The reason for not proposing new Board Members to be elected is that the Nomination Committee considers that the nine Board Members proposed by the Nomination Committee are very well suited for carrying out Husqvarna's Board work over their coming term of office.

The Nomination Committee proposes that Lars Westerberg is appointed chairman of the Board.

Item 12 - Nomination Committee

The Nomination Committee proposes:

1. That the company should have a Nomination Committee consisting of one representative of each of the four largest shareholders in the company with regard to the number of votes held, together with the Chairman of the Board of Directors. The names of the four representatives and the names of the shareholders they represent shall be announced at the latest six months before the Annual General Meeting 2008 and shall be based on the known number of votes as of August 31, 2007. The term of office for the Nomination Committee shall be for the period until a new Nomination Committee has been appointed. Unless the members of the Nomination Committee agree otherwise, the Chairman of the Nomination Committee shall be the member that represents the largest shareholder with regard to the number of votes held.

2. That if, during the term of office of the Nomination Committee, one or more of the shareholders having appointed a representative to the Nomination Committee no longer is among the four largest shareholders with regard to the number of votes held, representatives appointed by these shareholders shall resign and the shareholder or shareholders who then are among the four largest shareholders with regard to the number of votes held, may appoint their representatives. If there are only marginal changes in the number of votes held or if the change occurs later than three months before the Annual General Meeting, no changes shall be made in the composition of the Nomination Committee unless there are special circumstances. A shareholder who has appointed a representative as member of the Nomination Committee has the right to dismiss such member and appoint a new representative as member of the committee. Changes in the composition of the Nomination Committee shall be announced as soon as they have occurred.

3. That the Nomination Committee shall prepare the below proposals to be submitted to the Annual General Meeting 2008 for resolution:

a) Proposal regarding Chairman of the Annual General Meeting;
b) Proposal regarding number of Directors and Directors on the Board;
c) Proposal regarding Chairman of the Board of Directors;
d) Proposal regarding Directors' fees and remuneration for committee work; stating the distribution between each member of the Board of Directors;
e) Proposal regarding Auditor's fees; and
f) Proposal regarding Nomination Committee for the Annual General Meeting of 2009

4. That the Nomination Committee, when performing its duties, shall fulfill the tasks that rest upon the Nomination Committee under the Swedish Code on Corporate Governance including, i.a., to provide the company with certain information in order to enable the company to fulfill its information obligation under the Code and for the company to, upon request of the Nomination Committee, provide personnel resources such as secretary function for the Nomination Committee to facilitate the work of the committee. If needed, the company shall also be able to pay reasonable costs for external consultants that the Nomination Committee deems necessary in order for the Committee to be able to fulfill its assignment.

Report on Husqvarna AB's Nomination Committee's work for the 2007 Annual General Meeting.

Background

In accordance with the decision by the Annual General Meeting in March 2006, Husqvarna shall have a Nomination Committee consisting of representatives of each of the four largest shareholders in terms of voting rights, and the Chairman of the Board.

The four largest shareholders have appointed the following representatives who, together with Husqvarna's Board Chairman, will form the Nomination Committee.

The Nomination Committee's members are:

  • Johan Forssell, Investor AB, Chairman of the Nomination Committee
  • Ramsay J. Brufer, Alecta
  • Marianne Nilsson, Robur
  • Thomas Halvorsen, Fourth Swedish National Pension Fund 1)
  • Lars Westerberg, Chairman of Husqvarna

The Nomination Committee has been given the task to prepare and present the following proposals to the 2007 Annual General Meeting:

  • Chairman of the Annual General Meeting
  • Members of the Board of Directors
  • Chairman of the Board of Directors
  • Board fees (split between the Chairman, other Board Members and for committee work) 2)
  • Nomination Committee for the Annual General Meeting 2008 and
  • Audit fees

Nomination Committee's work

The Nomination Committee held three meetings and had contacts between meetings. The Nomination Committee has been presented with an evaluation of the Board and its work. To assess the extent to which the current Board meets the demands on the Board in light of the Company's current position and future direction, the size and composition of the Board in terms of, among other things, industry experience and expertise, has been discussed.

No proposals for Board Members have been submitted to the Nomination Committee by anyone other than the members of the Nomination Committee.

In addition, the Nomination Committee has discussed the issue of the Board Members' independence. The proposal for the composition of the Board meets the requirements of Stockholmsbörsen and the Swedish Code of Corporate Governance for independent Board Members.

The Nomination Committee proposes that the current Board Members are re-elected and that no new members are elected. The reason for not proposing new Board Members to be elected is that the Nomination Committee considers that the nine Board Members proposed by the Nomination Committee are very well suited for carrying out Husqvarna's Board work over their coming term of office.

Regarding board fees, the Nomination Committee has decided to propose that the individual compensation to the Members of the Board remains unchanged.

In the opinion of the Nomination Committee, it is advantageous for the Company and its shareholders that Members of the Board, as long as they are Members of the Board and regardless if they are already shareholders of the Company, use part of their Board fee each year to acquire shares in the Company. The Nomination Committee has therefore decided to recommend Husqvarna's Board to define and establish a share ownership policy for the Board. In order to facilitate the financing of share acquisitions, it may be suitable that the Board decides that 25 percent of Board fees be paid immediately after the Annual General Meeting to give Members the possibility to use the net of such fees after tax to acquire shares in the Company early during their term of office. The intention is that shares acquired for part of the Board fee are to be retained as long as a director remains as Board Member.

At an Extraordinary General Meeting on January 27, 2006, PricewaterhouseCoopers AB was appointed as the Company's external Auditor, with Anders Lundin as auditor-in-charge, for the period until the Annual General Meeting in 2010. Regarding Auditors' fees, the Nomination Committee proposes that the Meeting decide that fees shall be paid on the basis of an approved invoice, since the fees are not known in advance.

The Nomination Committee's proposals

The Nomination Committee therefore proposes the following for decision:

  • Election of Lars Westerberg as Chairman of the Annual General Meeting.
  • 9 Board Members and no Deputies.
  • A total compensation to the board of 5,087,500 Swedish kronor to be divided as follows: 1,500,000 Swedish kronor to the Chairman, 437,500 Swedish kronor to each Board Member not employed by the Company. The Chairman of the Remuneration Committee shall receive 100,000 Swedish kronor and the two Members 50,000 Swedish kronor each. The Chairman of the Audit Committee shall receive 175,000 Swedish kronor and the two Members 75,000 kronor each.
  • Re-election of the Board Members Lars Westerberg, Bengt Andersson, Peggy Bruzelius, Börje Ekholm, Tom Johnstone, Anders Moberg, Gun Nilsson, Peder Ramel and Robert F. Connolly, with Lars Westerberg as Chairman of the Board.
  • Proposal for a Nomination Committee for the Annual General Meeting 2008 as per Appendix 1; and
  • Auditors' fees to be paid on the basis of an approved invoice.

Information about all persons proposed as members of Husqvarna AB's Board, and the Nomination Committee's evaluation of each Member's independence, can be found on the Company's website.

The Nomination Committee, March 2007

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1) Replaced Carl Rosén, Second Swedish National Pension Fund which has reduced its holding and therefore left the Nomination Committee.

2) Swedish law has changed since the Nomination Committee was given its tasks in March 2006 and the law now requires the General Meeting to resolve on the compensation for each individual Member of the Board of Directors. The Nomination Committee has made its proposal in accordance with the new legislation.

Appendix 1

The Nomination Committee proposes:

1. That the company should have a Nomination Committee consisting of one representative of each of the four largest shareholders in the company with regard to the number of votes held, together with the Chairman of the Board of Directors. The names of the four representatives and the names of the shareholders they represent shall be announced at the latest six months before the Annual General Meeting 2008 and shall be based on the known number of votes as of August 31, 2007. The term of office for the Nomination Committee shall be for the period until a new Nomination Committee has been appointed. Unless the members of the Nomination Committee agree otherwise, the Chairman of the Nomination Committee shall be the member that represents the largest shareholder with regard to the number of votes held.

2. That if, during the term of office of the Nomination Committee, one or more of the shareholders having appointed a representative to the Nomination Committee no longer is among the four largest shareholders with regard to the number of votes held, representatives appointed by these shareholders shall resign and the shareholder or shareholders who then are among the four largest shareholders with regard to the number of votes held, may appoint their representatives. If there are only marginal changes in the number of votes held or if the change occurs later than three months before the Annual General Meeting, no changes shall be made in the composition of the Nomination Committee unless there are special circumstances. A shareholder who has appointed a representative as member of the Nomination Committee has the right to dismiss such member and appoint a new representative as member of the committee. Changes in the composition of the Nomination Committee shall be announced as soon as they have occurred.

3. That the Nomination Committee shall prepare the below proposals to be submitted to the Annual General Meeting 2008 for resolution:

a. Proposal regarding Chairman of the Annual General Meeting;
b. Proposal regarding number of Directors and Directors on the Board;
c. Proposal regarding Chairman of the Board of Directors;
d. Proposal regarding Directors' fees and remuneration for committee work; stating the distribution between each member of the Board of Directors;
e. Proposal regarding Auditor's fees
f. Proposal regarding Nomination Committee for the Annual General Meeting of 2009

4. That the Nomination Committee, when performing its duties, shall fulfil the tasks that rest upon the Nomination Committee under the Swedish Code on Corporate Governance including, i.e., to provide the company with certain information in order to enable the company to fulfil its information obligation under the Code and for the company to, upon request of the Nomination Committee, provide personnel resources such as secretary function for the Nomination Committee to facilitate the work of the committee. If needed, the company shall also be able to pay reasonable costs for external consultants that the Nomination Committee deems necessary in order for the Committee to be able to fulfil its assignment.