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MarketScreener Homepage  >  Equities  >  NASDAQ OMX STOCKHOLM  >  Ericsson AB    ERIC B   SE0000108656

ERICSSON AB

(ERIC B)
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Ericsson : Invitation to Ericsson's Annual General Meeting 2020

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02/21/2020 | 02:08am EDT
Invitation to Ericsson's Annual General Meeting 2020
The Annual General Meeting of shareholders of Telefonaktiebolaget LM Ericsson
(NASDAQ: ERIC) will be held on Tuesday, March 31, 2020, at 3 p.m. at
Kistamässan, Arne Beurlings Torg 5, Kista/Stockholm.

The Nomination Committee proposes among other things:

  · Unchanged composition of the Board of Directors (item 11 and item 12)
  · Increase of the Board fees and the fees for work on the Committees of the
Board (item 10)
  · Election of Deloitte AB as new auditor (item 15)

The Board of Directors proposes among other things:

  · A dividend of SEK 1.50 per share, to be paid in two equal installments (item
8.3)
  · Revised Guidelines for remuneration to Group Management to align with new
legislation while keeping the core principles unchanged (item 16)
  · A Long-term Variable Compensation Program for the Executive Team, with a one
-year Group operating income target for 2020 and three-year total shareholder
return targets, all targets with a three-year vesting period (item 17)
  · Transfer of treasury stock in relation to the Long-Term Variable
Compensation Programs 2020, 2019 and 2018 (item 17.2 and item 18)

Welcome to the Annual General Meeting of shareholders 2020 of
Telefonaktiebolaget LM Ericsson

Telefonaktiebolaget LM Ericsson's (reg. no 556016-0680) shareholders are invited
to participate in the Annual General Meeting of shareholders to be held on
Tuesday, March 31, 2020 at 3 p.m. at Kistamässan, Arne Beurlings Torg 5,
Kista/Stockholm. Registration to the Annual General Meeting starts at 1.30 p.m.

Registration and notice of attendance

Shareholders who wish to attend the Annual General Meeting must

  · be recorded in the share register kept by Euroclear Sweden AB, the Swedish
securities registry, on Wednesday, March 25, 2020; and
  · give notice of attendance to the Company at the latest on Wednesday, March
25, 2020. Notice of attendance can be given by telephone +46 (0)8 402 90 54 on
weekdays between 10 a.m. and 4 p.m. or on Ericsson's website www.ericsson.com.

Notice may also be given in writing to:
Telefonaktiebolaget LM Ericsson
General Meeting of shareholders
c/o Euroclear Sweden AB
Box 191
SE-101 23 Stockholm
Sweden

When giving notice of attendance, please state name, date of birth or
registration number, address, telephone number and number of attending
assistants, if any.

The Annual General Meeting will be conducted in Swedish and simultaneously
translated into English.

Shares registered in the name of a nominee

In addition to giving notice of attendance, shareholders having their shares
registered in the name of a nominee, must request the nominee to temporarily
enter the shareholder into the share register as per Wednesday, March 25, 2020,
in order to be entitled to attend the Annual General Meeting. The shareholder
should inform the nominee to that effect well before that day.

Proxy

Shareholders represented by proxy shall issue a power of attorney for the
representative. A power of attorney issued by a legal entity must be accompanied
by a copy of the entity's certificate of registration (should no such
certificate exist; a corresponding document of authority must be submitted). In
order to facilitate the registration at the Annual General Meeting, the power of
attorney in the original, certificate of registration and other documents of
authority should be sent to the Company in advance to the address above for
receipt by Monday, March 30, 2020. Forms of power of attorney in Swedish and
English are available on Ericsson's website, www.ericsson.com.

Processing of personal data

For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor
-engelska.pdf

Agenda

 1. Election of the Chair of the Annual General Meeting
 2. Preparation and approval of the voting list
 3. Approval of the agenda of the Annual General Meeting
 4. Determination whether the Annual General Meeting has been properly convened
 5. Election of two persons approving the minutes
 6. Presentation of the annual report, the auditor's report, the consolidated
accounts, the auditor's report on the consolidated accounts and the auditor's
report whether the guidelines for remuneration to group management have been
complied with, as well as the auditor's presentation of the audit work with
respect to 2019
 7. The President's speech. Questions from the shareholders to the Board of
Directors and the management
 8. Resolution with respect to
   1. adoption of the income statement and the balance sheet, the consolidated
income statement and the consolidated balance sheet;
   2. discharge of liability for the members of the Board of Directors and the
President; and
   3. the appropriation of the results in accordance with the approved balance
sheet and determination of the record dates for dividend

 9. Determination of the number of Board members and deputies of the Board of
Directors to be elected by the Annual General Meeting
10. Determination of the fees payable to members of the Board of Directors
elected by the Annual General Meeting and members of the Committees of the Board
of Directors elected by the Annual General Meeting
11. Election of the members and deputies of the Board of Directors
The Nomination Committee´s proposal for Board members:
   1. Jon Fredrik Baksaas
   2. Jan Carlson
   3. Nora Denzel
   4. Börje Ekholm
   5. Eric A. Elzvik
   6. Kurt Jofs
   7. Ronnie Leten
   8. Kristin S. Rinne
   9. Helena Stjernholm
  10. Jacob Wallenberg

12. Election of the Chair of the Board of Directors
The Nomination Committee's proposal:
The Nomination Committee proposes that Ronnie Leten be re-elected Chair of the
Board of Directors.
13. Determination of the number of auditors
14. Determination of the fees payable to the auditors
15. Election of auditors
16. Resolution on the guidelines for remuneration to Group Management
17. Long-Term Variable Compensation Program 2020 ('LTV 2020')
   1. Resolution on implementation of LTV 2020
   2. Resolution on transfer of treasury stock for the LTV 2020
   3. Resolution on Equity Swap Agreement with third party in relation to the
LTV 2020

18. Resolution on transfer of treasury stock to employees and on an exchange in
relation to the resolution on the Long-Term Variable Compensation Programs 2018
and 2019
19. Resolution on transfer of treasury stock in relation to the resolutions on
the Long-Term Variable Compensation Programs 2016 and 2017
20. Resolution on proposal from the shareholder Thorwald Arvidsson to amend the
articles of association in the following way:
   1.  to make an addition to § 5 of the articles of association - a new section
two - stating: all shares carry equal rights; and
   2. to delete § 6 of the articles of association, and to adjust the numbering
accordingly.

21. Resolution on proposal from the shareholder Thorwald Arvidsson that the
Annual General Meeting resolve to delegate to the Board of Directors:
   1. to work for the abolishment of the possibility to have voting power
differences in the Swedish Companies Act, primarily by turning to the Government
of Sweden; and
   2. to prepare a proposal for Board and Nomination Committee representation
for the small and midsize shareholders, to be presented to the Annual General
Meeting 2021, or any earlier held extraordinary general shareholders meeting.
 The assignment shall also include working to ensure that the corresponding
change is made in national legislation, primarily by turning to the Government
of Sweden


22. Resolution on proposal from the shareholder Thorwald Arvidsson for an
examination through a special examiner (Sw. särskild granskning) of the
circumstances leading to the company reportedly having to pay SEK 10.1 billion
to the US public treasury. This special examination shall also cover the company
auditors' actions or lack of actions.
23. Resolution on proposal from the shareholder Einar Hellbom that the Annual
General Meeting resolve that the Board of Directors shall propose at the next
General Meeting of shareholders that all shares carry equal voting rights and
describe how this should be implemented
24. Closing of the Annual General Meeting

______________________

Item 1 Chair of the Annual General Meeting

The Nomination Committee, appointed in accordance with the Instruction for the
Nomination Committee resolved by the Annual General Meeting 2012, is composed of
the Chair of the Committee Johan Forssell (Investor AB), Karl Åberg (AB
Industrivärden and Svenska Handelsbankens Pensionsstiftelse), Jonas Synnergren
(Cevian Capital Partners Limited), Anders Oscarsson (AMF Försäkring och Fonder)
and Ronnie Leten (Chair of the Board of Directors). The Nomination Committee
proposes that Advokat Sven Unger be elected Chair of the Annual General Meeting
of shareholders 2020.

Item 8.3 Dividend and record dates

The Board of Directors proposes a dividend to the shareholders of SEK 1.50 per
share. The dividend is proposed to be paid in two equal installments, SEK 0.75
per share with the record date Thursday, April 2, 2020, and SEK 0.75 per share
with the record date Friday, October 2, 2020. Assuming these dates will be the
record dates, Euroclear Sweden AB is expected to disburse SEK 0.75 per share on
Tuesday, April 7, 2020, and SEK 0.75 per share on Wednesday, October 7, 2020.

Item 9 Number of Board members and deputies to be elected by the Annual General
Meeting

According to the articles of association, the Board of Directors shall consist
of no less than five and no more than twelve Board members, with no more than
six deputies. The Nomination Committee proposes that the number of Board members
elected by the Annual General Meeting of shareholders shall be ten and that no
deputies be elected.

Item 10 Fees payable to members of the Board of Directors elected by the Annual
General Meeting and to members of the Committees of the Board of Directors
elected by the Annual General Meeting

The Nomination Committee proposes that fees to non-employee Board members
elected by the Annual General Meeting and non-employee members of the Committees
of the Board of Directors elected by the Annual General Meeting be paid as
follows:

  · SEK 4,175,000 to the Chair of the Board of Directors (previously SEK
4,075,000);
  · SEK 1,050,000 to each of the other Board members (previously SEK 1,020,000);
  · SEK 420,000 to the Chair of the Audit and Compliance Committee (previously
SEK 400,000);
  · SEK 270,000 to each of the other members of the Audit and Compliance
Committee (previously SEK 250,000);
  · SEK 205,000 to each Chair of the Finance, the Remuneration and the
Technology and Science Committee (previously SEK 200,000); and
  · SEK 180,000 to each of the other members of the Finance, the Remuneration
and the Technology and Science Committee (previously SEK 175,000).

A basic principle when assessing Board fees is that these shall be competitive
and enable the recruitment and retainment of individuals with the best possible
competence. When assessing the level of fees, a comparison has been made in
relation to the Board fees in companies of equal size and complexity and it
should be considered that the Ericsson Group has customers in 180 countries and
that sales in 2019 amounted to more than SEK 200 billion.

The Nomination Committee has compared the Board fees in Ericsson with Board fees
in other international high-tech companies and has concluded that an increase of
all fees in accordance with the above is reasonable and well-justified, in order
to secure that the fees remain relevant compared to other companies in the
market. The proposal of the Nomination Committee implies all in all an increase
of the fees of approximately 3% compared with the total fees to the
corresponding number of Board and Committee members for Board and Committee work
resolved by the Annual General Meeting 2019.

Fees in the form of synthetic shares

Background

The Nomination Committee believes that it is appropriate that Board members
elected by the shareholders hold shares in Ericsson, in order to strengthen the
Board members' and the shareholders' mutual interests in the Company. The
Nomination Committee recommends Board members elected by the shareholders to,
during a five year period, build a holding of shares or synthetic shares in
Ericsson at least corresponding to the value of the annual Board fee (excluding
fees for Committee work), and that such holding be kept during the time the
Board member remain Board member in Ericsson.

To enable Board members to create an economic interest in the Company and
considering that it is in many cases difficult for Board members to trade in the
Company's share due to applicable insider rules, the Nomination Committee
proposes that the Board members should, as previously, be offered the
possibility of receiving part of the Board fees in the form of synthetic shares.
A synthetic share constitutes a right to receive payment of an amount which
corresponds to the market value of a share of series B in the Company on Nasdaq
Stockholm at the time of payment.

Proposal

The Nomination Committee therefore proposes that the Annual General Meeting of
shareholders 2020 resolve that part of the fees to the Directors, in respect of
their Board assignment (however, not in respect of Committee work), may be paid
in the form of synthetic shares, on the following terms and conditions.

  · A nominated Director shall be able to choose to receive the fee in respect
of his or her Board assignment, according to the following four alternatives:

 i. 25 percent in cash - 75 percent in synthetic shares
ii. 50 percent in cash - 50 percent in synthetic shares
iii. 75 percent in cash - 25 percent in synthetic shares
iv. 100 percent in cash.

  · The number of synthetic shares to be allocated shall be valued to an average
of the market price of shares of series B in the Company on Nasdaq Stockholm
during a period of five trading days immediately following the publication of
Ericsson's interim report for the first quarter of 2020. The synthetic shares
are vested during the term of office, with 25 percent per quarter of the year.

  · The synthetic shares give a right to, following the publication of
Ericsson's year-end financial statement in 2025, receive payment of a cash
amount per synthetic share corre­sponding to the market price of shares of
series B in the Company at the time of payment.

  · An amount corresponding to dividend in respect of shares of series B in the
Company, resolved by the Annual General Meeting during the holding period, shall
be disbursed at the same time as the cash amount.

  · Should the Director's assignment to the Board of Directors come to an end no
later than dur­ing the third calendar year after the year in which the Annual
General Meeting re­solved on allocation of the synthetic shares, payment may
take place the year after the assignment came to an end.

  · The number of synthetic shares may be subject to recalculation in the event
of bonus issues, splits, rights issues and similar measures, under the terms and
conditions for the synthetic shares.

The complete terms and conditions for the synthetic shares are described in
Exhibit 1 to the Nomination Committee's proposal.

The financial difference for the Company, should all Directors receive part of
their fees in the form of synthetic shares compared with the fees being paid in
cash only, is assessed to be limited.

Item 11 Election of Board members and deputies of the Board of Directors

The Nomination Committee proposes that the following persons be re-elected Board
members:

11.1                   Jon Fredrik Baksaas

11.2                   Jan Carlson

11.3                   Nora Denzel

11.4                   Börje Ekholm
11.5                   Eric A. Elzvik

11.6                   Kurt Jofs

11.7                   Ronnie Leten

11.8                   Kristin S. Rinne

11.9                   Helena Stjernholm, and

11.10                Jacob Wallenberg

In the composition of the Board of Directors, the Nomination Committee
considers, among other things, experience and competence needed in the Board of
Directors and its Committees, and also the value of diversity in age, gender and
cultural/geographic background as well as the need for renewal. The Nomination
Committee has applied the Swedish Corporate Governance Code, Section 4.1, as
diversity policy. The Nomination Committee also assesses the appropriateness of
the number of members of the Board of Directors and whether the Board members
can devote the necessary time required to fulfill their tasks as Board members
in Ericsson. The Nomination Committee primarily searches for potential Board
member candidates for the upcoming mandate period but also considers future
competence needs. It is a long journey to identify the right candidates for the
future, meaning that long-term planning is essential for the Nomination
Committee.

In its appraisal of qualifications and performance of the individual Board
members, the Nomination Committee takes into account the competence and
experience of each individual member along with the individual member's
contribution to the Board work as a whole and to the Committee work. The
Nomination Committee has familiarized itself with the results of the Board work
evaluation that was led by the Chair of the Board of Directors. The Nomination
Committee believes that it is very important that the composition of Board
members proposed includes complementing experiences and competencies to enable
the Board of Directors to contribute to a positive development of Ericsson. The
Nomination Committee aims to propose a Board of Directors that constitutes a
good team to lead Ericsson.

The Nomination Committee is of the opinion that the current Board of Directors
and Board work is well functioning. Further it is the Nomination Committee's
view that the Board fulfils high expectations in terms of composition and that
the Board of Directors as well as the individual Board members fulfil high
expectations in terms of expertise. The Nomination Committee believes that the
proposed Board composition provides the Company with the right conditions for
realizing its long-term potential. Out of the proposed Board members to be
elected by the Annual General Meeting of shareholders (excluding the President
and CEO) 33% are women. Gender balance is a key priority for the Nomination
Committee, and the Committee works to improve the gender balance on the Board of
Directors over time.

Since the Nomination Committee believes that stability and continuity on the
Board of Directors is in the interest of Ericsson to secure continuity in the
execution and follow up of Ericsson's focused strategy, the Nomination Committee
does not propose any changes to the composition of the Board of Directors this
year.

Information regarding proposed Board members

Information regarding the proposed Board members is presented in Exhibit 2 to
the Nomination Committee's proposal.

Independence of Board members

The Nomination Committee has made the following assessments in terms of
applicable Swedish independence requirements:

(i)           The Nomination Committee considers that at least the following
Board members are independent of the Company and its senior management:

 a. Jon Fredrik Baksaas
 b. Jan Carlson
 c. Nora Denzel
 d. Eric A. Elzvik
 e. Kurt Jofs
 f. Ronnie Leten
 g. Kristin S. Rinne
 h. Helena Stjernholm
 i. Jacob Wallenberg

(ii)         From among the Board members reported in (i) above, the Nomination
Committee considers that at least the following are independent of the Company's
major shareholders:

 a. Jon Fredrik Baksaas
 b. Jan Carlson
 c. Nora Denzel
 d. Eric A. Elzvik
 e. Kurt Jofs
 f. Kristin S. Rinne

Moreover, the Nomination Committee considers that at least the following Board
members are independent in respect of all applicable independence requirements:

 a. Jon Fredrik Baksaas
 b. Jan Carlson
 c. Nora Denzel
 d. Eric A. Elzvik
 e. Kurt Jofs
 f. Kristin S. Rinne

The Nomination Committee concludes that the proposed composition of the Board of
Directors meets the independence requirements applicable to Ericsson.

Item 12 Election of the Chair of the Board of Directors

The Nomination Committee proposes that Ronnie Leten be re-elected Chair of the
Board of Directors.

Item 13 Number of auditors

According to the articles of association, the Company shall have no less than
one and no more than three registered public accounting firms as auditor. The
Nomination Committee proposes that the Company should have one registered public
accounting firm as auditor.

Item 14 Fees payable to the auditor

The Nomination Committee proposes, like previous years, that the auditor fees be
paid against approved account.

Item 15 Election of auditor

In accordance with the recommendation by the Audit and Compliance Committee, the
Nomination Committee proposes that Deloitte AB be appointed auditor for the
period from the end of the Annual General Meeting 2020 until the end of the
Annual General Meeting 2021.

Statement regarding the Nomination Committee's proposal on election of auditor

In 2018, Ericsson initiated a selection process for the purpose of securing a
timely auditor rotation. After an overall assessment, taking into account the
outcome of the selection process and analyzing the selection criteria used
throughout the process (face-to-face meeting impression, global reach, conflict
services, governance, tools and automation vision, integrated audit model,
transition plan and commercial fee), the Audit and Compliance Committee resolved
to recommend election of Deloitte AB as auditor at the Annual General Meeting of
shareholders 2020 or, as a second choice, re-election of PricewaterhouseCoopers
AB. The Nomination Committee therefore proposes that the Annual General Meeting,
in accordance with the Audit and Compliance Committee's recommendation, appoint
Deloitte AB as auditor for the period from the end of the Annual General Meeting
2020 until the end of the Annual General Meeting 2021.

Item 16 Guidelines for remuneration to Group Management

The Board of Directors proposes that the Annual General Meeting of shareholders
2020 resolve on the following guidelines for remuneration to Group Management.
Compared to the guidelines resolved by the Annual General Meeting of
shareholders 2019, the guidelines have been updated to comply with the
requirements of the European Union Shareholder Rights Directive II ('SRD II') as
transposed into Swedish law.

Guidelines for remuneration to Group Management

Introduction

These Guidelines for Remuneration to Group Management (the 'Guidelines') apply
to the Executive Team of Telefonaktiebolaget LM Ericsson (the 'Company' or
'Ericsson'), including the President and Chief Executive Officer (the 'President
and CEO') ('Group Management'). These Guidelines apply to remuneration agreed
and changes to previously agreed remuneration after the date of approval of the
Guidelines and are intended to remain in place for four years until the Annual
General Meeting of shareholders 2024. For employments outside of Sweden, due
adaptations may be made to comply with mandatory local rules or established
local practices. In such cases, the overall purpose of these Guidelines shall be
accommodated to the largest extent possible. These Guidelines do not cover
remuneration resolved by the general meeting of shareholders, such as long-term
variable compensation programs ('LTV').

Objective

These Guidelines aim to ensure alignment with the current remuneration
philosophy and practices applicable for the Company's employees based on the
principles of competitiveness, fairness, transparency and performance. In
particular to:

  · attract and retain highly competent, performing and motivated people that
have the ability, experience and skill to deliver on the Ericsson strategy,
  · encourage behavior consistent with Ericsson's culture and core values,
  · ensure fairness in reward by delivering total remuneration that is
appropriate but not excessive, and clearly explained,
  · have a total compensation mix of fixed pay, variable pay and benefits that
is competitive where Ericsson competes for talent, and
  · encourage variable remuneration which aligns employees with clear and
relevant targets, reinforces their performance and enables flexible remuneration
costs.

The Guidelines and the Company's strategy and sustainable long-term interest

A successful implementation of the Company's strategy and sustainable long-term
interests requires that the Company can attract, retain and motivate the right
talent and can offer them competitive remuneration. These Guidelines aim to
allow the Company to offer the members of the Group Management attractive and
competitive total remuneration. Variable compensation covered by these
guidelines shall be awarded against specific pre-defined and measurable business
targets derived from the long-term business plan approved by the Board of
Directors. Targets may include financial targets at either Group, Business Area
or Market Area level, strategic targets, operational targets, employee
engagement targets, customer satisfaction targets, sustainability and corporate
responsibility targets or other lead indicator targets.

The Company operates long-term variable compensation programs for the Group
Management. These have been approved by the Annual General Meeting ('AGM') and
as a result are not covered by these Guidelines. Details of Ericsson's current
remuneration policy and how we deliver on our policy and guidelines and
information on previously decided long-term variable compensation programs that
have not yet become due for payment, including applicable performance criteria,
can be found in the Remuneration Report and in Note G2, 'Information regarding
members of the Board of Directors, the Group management' and Note G3, 'Share
-based compensation' in the annual report 2019.

Governance of remuneration to Group Management

The Board has established a Remuneration Committee (the 'Committee') to handle
compensation policies and principles and matters concerning remuneration to
Group Management. The Board has authorized the Committee to determine and handle
certain issues in specific areas. The Board may also on occasion provide
extended authorization for the Committee to determine specific matters.

The Committee is authorized to review and prepare for resolution by the Board
salary and other remuneration for the President and CEO. Further, the Committee
shall prepare for resolution by the Board proposals to the AGM on Guidelines for
Remuneration to Group Management at least every fourth year and on LTV and
similar equity arrangements.

The Committee has the mandate to resolve salary and other remuneration for the
other members of Group Management except for the President and CEO, including
targets for short-term variable compensation ('STV'), and payout of STV based on
achievements and performance.

In order to conduct its responsibilities, the Committee considers trends in
remuneration, legislative changes, disclosure rules and the general global
executive remuneration environment. It reviews salary survey data, Company
results and individual performance before preparing salary adjustment
recommendations for the President and CEO for resolution by the Board and before
approving any salary adjustments for the other members of Group Management. In
order to avoid conflict of interests, no employee is present at the Committee's
meetings when issues relating to their own remuneration are being discussed. The
President and CEO is not present at Board meetings when issues relating to the
President and CEO's own remuneration are being discussed. The Committee may
appoint independent expert advisors to assist and advise in its work.

The Chair of the Remuneration Committee along with the Chair of the Board work
together with Ericsson's Investor Relations team, striving to ensure that
healthy contact is maintained as necessary and appropriate with shareholders
regarding remuneration to Group Management.

Overview of remuneration package covered by these Guidelines

For Group Management the remuneration package may consist of fixed salary, short
-term and long-term variable compensation (STV and LTV), pension and other
benefits.

The table below sets out the key components of remuneration of Group Management
covered by these Guidelines, including why they are used, their operation,
opportunity levels and the related performance measures. In addition, the AGM
has resolved and may in the future decide to implement LTV for Group Management.
The ongoing share-based LTV programs resolved by the AGM have been designed to
provide long-term incentives for the members of Group Management and to
incentivize the Company's performance creating long-term value. The aim is to
attract, retain and motivate executives in a competitive market through
performance-based share related incentives and to encourage the build-up of
significant equity holdings to align the interests of the members of Group
Management with those of shareholders. The vesting period under the ongoing
share-based LTV programs resolved by the shareholders is three years and vesting
is subject to the satisfaction of identified performance criteria. Although LTV
is an important component of the remuneration of Group Management, it is not
covered by these Guidelines, because these programs are separately resolved by
the AGM.

[]

[]

+-------------+---------------+-----------------+------------------------------+
|Element and  |Operation      |Opportunity      |Performance measures          |
|purpose      |               |                 |                              |
+-------------+---------------+-----------------+------------------------------+
|Fixed salary |Salaries shall |There is no      |This element of the package   |
|Fixed        |normally be    |maximum salary   |does not require achievement  |
|compensation |reviewed       |level; however,  |of any specific performance   |
|paid at set  |annually in    |salary increases |targets. However, individual  |
|times.       |January.       |(as a % of       |performance and capability    |
|Purpose:     |Salaries shall |existing salary) |shall be taken into account   |
|  · attract  |be set taking  |for most Group   |along with business           |
|and retain   |into account:  |Management       |performance when determining  |
|the executive|  · Ericsson's |members would    |fixed salary levels and any   |
|talent       |overall        |normally be in   |salary increases.             |
|required to  |business       |line with the    |                              |
|implement    |performance,   |external market  |                              |
|Ericsson's   |  · business   |practices,       |                              |
|strategy,    |performance of |employees in     |                              |
|  · deliver  |the Unit that  |relevant         |                              |
|part of the  |the individual |locations and    |                              |
|annual       |leads,         |performance of   |                              |
|compensation |  · year-on    |the individual.  |                              |
|in a         |-year          |There are        |                              |
|predictable  |performance of |circumstances    |                              |
|format.      |the individual,|where higher     |                              |
|             |  · external   |salary increases |                              |
|             |economic       |could be awarded.|                              |
|             |environment,   |For example,     |                              |
|             |  · size and   |where:           |                              |
|             |complexity of  |  · a new Group  |                              |
|             |the position,  |Management member|                              |
|             |  · external   |has been         |                              |
|             |market data,   |appointed at a   |                              |
|             |  · pay and    |below-market     |                              |
|             |conditions for |salary, in which |                              |
|             |other employees|case larger      |                              |
|             |based in       |increases may be |                              |
|             |locations      |awarded in       |                              |
|             |considered to  |following years, |                              |
|             |be relevant to |subject to strong|                              |
|             |the role.      |individual       |                              |
|             |When setting   |performance,     |                              |
|             |fixed salaries,|  · the Group    |                              |
|             |the impact on  |Management member|                              |
|             |total          |has been promoted|                              |
|             |remuneration,  |or has had an    |                              |
|             |including      |increase in      |                              |
|             |pensions and   |responsibilities,|                              |
|             |associated     |  · an           |                              |
|             |costs, shall be|individual's     |                              |
|             |taken into     |salary has fallen|                              |
|             |consideration. |significantly    |                              |
|             |               |behind market    |                              |
|             |               |practice.        |                              |
+-------------+---------------+-----------------+------------------------------+
|Short-term   |The STV shall  |Target pay-out   |The STV shall be based on     |
|variable     |be paid in cash|opportunity for  |measures linked to the annual |
|compensation |every year     |any financial    |business plan which in itself |
|(STV) STV is |after the      |year may be up to|is linked to Ericsson's long  |
|a variable   |Committee and, |150% of annual   |-term strategy and            |
|compensation |as applicable, |fixed salary of  |sustainability. Measures shall|
|plan that    |the Board have |the individual.  |include financial targets at  |
|shall be     |reviewed and   |This shall       |Group, Business Area or Market|
|measured and |approved       |normally be      |Area level (for relevant      |
|paid over a  |performance    |determined in    |members of Group Management). |
|single year. |against targets|line with the    |Other potential measures may  |
|Purpose:     |which are      |external market  |include strategic targets,    |
|  · align    |normally       |practices of the |operational targets, employee |
|members of   |determined at  |country of       |engagement targets, customer  |
|Group        |the start of   |employment.      |satisfaction targets,         |
|Management   |each year for  |Maximum pay-out  |sustainability and corporate  |
|with clear   |each member of |shall be up to   |responsibility targets or     |
|and relevant |Group          |two times the    |other lead indicator targets. |
|targets to   |Management. The|target pay-out   |A maximum of four STV targets |
|Ericsson's   |Board and the  |opportunity (i.e.|shall be assigned to an       |
|strategy and |Committee      |300% of annual   |individual in total for a     |
|sustainable  |reserve the    |fixed salary)[1),|financial year. Financial     |
|long-term    |right to:      |2)].             |targets shall comprise at     |
|interests,   |  · revise any |                 |least 75% of the target bonus |
|  · provide  |or all of the  |                 |opportunity with a minimum of |
|individuals  |STV targets at |                 |40% being defined at Group    |
|an earning   |any time,      |                 |level. The minimum weighting  |
|opportunity  |  · adjust the |                 |for an STV target shall be    |
|for          |STV targets    |                 |20%. Performance of all STV   |
|performance  |retroactively  |                 |targets shall be tested over a|
|at flexible  |under          |                 |one-year performance period   |
|cost to the  |extraordinary  |                 |(financial year). The STV     |
|Company.     |circumstances, |                 |measures and targets shall be |
|             |  · reduce or  |                 |determined by the Committee   |
|             |cancel STV if  |                 |for the members of Group      |
|             |Ericsson faces |                 |Management other than the     |
|             |severe economic|                 |President and CEO. The Board  |
|             |difficulties,  |                 |has the mandate to define STV |
|             |for instance in|                 |measures and targets for the  |
|             |circumstances  |                 |President and CEO, should STV |
|             |as serious as  |                 |be introduced for the         |
|             |no dividend    |                 |President and CEO.            |
|             |being paid,    |                 |                              |
|             |  · adjust STV |                 |                              |
|             |in the event   |                 |                              |
|             |that the       |                 |                              |
|             |results of the |                 |                              |
|             |STV targets are|                 |                              |
|             |not a true     |                 |                              |
|             |reflection of  |                 |                              |
|             |business       |                 |                              |
|             |performance,   |                 |                              |
|             |  · reduce or  |                 |                              |
|             |cancel STV for |                 |                              |
|             |individuals    |                 |                              |
|             |either whose   |                 |                              |
|             |performance    |                 |                              |
|             |evaluation or  |                 |                              |
|             |whose          |                 |                              |
|             |documented     |                 |                              |
|             |performance    |                 |                              |
|             |feedback is    |                 |                              |
|             |below an       |                 |                              |
|             |acceptable     |                 |                              |
|             |level or who   |                 |                              |
|             |are on         |                 |                              |
|             |performance    |                 |                              |
|             |counselling.   |                 |                              |
|             |Malus and      |                 |                              |
|             |Clawback The   |                 |                              |
|             |Board and the  |                 |                              |
|             |Committee shall|                 |                              |
|             |have the right |                 |                              |
|             |in their       |                 |                              |
|             |discretion to: |                 |                              |
|             |  · deny, in   |                 |                              |
|             |whole or in    |                 |                              |
|             |part, the      |                 |                              |
|             |entitlement of |                 |                              |
|             |an individual  |                 |                              |
|             |to the STV     |                 |                              |
|             |payout in case |                 |                              |
|             |an individual  |                 |                              |
|             |has acted in   |                 |                              |
|             |breach of      |                 |                              |
|             |Ericsson's Code|                 |                              |
|             |of Business    |                 |                              |
|             |Ethics,        |                 |                              |
|             |  · claim      |                 |                              |
|             |repayment in   |                 |                              |
|             |whole or in    |                 |                              |
|             |part the STV   |                 |                              |
|             |paid in case an|                 |                              |
|             |individual has |                 |                              |
|             |acted in breach|                 |                              |
|             |of Ericsson's  |                 |                              |
|             |Code of        |                 |                              |
|             |Business       |                 |                              |
|             |Ethics,        |                 |                              |
|             |  · to reclaim |                 |                              |
|             |STV paid to an |                 |                              |
|             |individual on  |                 |                              |
|             |incorrect      |                 |                              |
|             |grounds such as|                 |                              |
|             |restatement of |                 |                              |
|             |financial      |                 |                              |
|             |results due to |                 |                              |
|             |incorrect      |                 |                              |
|             |financial      |                 |                              |
|             |reporting, non |                 |                              |
|             |-compliance    |                 |                              |
|             |with a         |                 |                              |
|             |financial      |                 |                              |
|             |reporting      |                 |                              |
|             |requirement    |                 |                              |
|             |etc.           |                 |                              |
+-------------+---------------+-----------------+------------------------------+
|Pension      |The operation  |Since 2011,      |None                          |
|Contributions|of the pension |members of Group |                              |
|paid towards |plan shall     |Management in    |                              |
|retirement   |follow         |Sweden           |                              |
|fund.        |competitive    |participate in   |                              |
|Purpose:     |practice in the|the defined      |                              |
|  · attract  |individual's   |contribution plan|                              |
|and retain   |home country   |(ITP1) which     |                              |
|the executive|and may contain|applies for the  |                              |
|talent       |various        |wider workforce  |                              |
|required to  |supplementary  |in Sweden. The   |                              |
|implement    |plans in       |pension          |                              |
|Ericsson's   |addition to any|contribution for |                              |
|strategy,    |national system|ITP1 is capped at|                              |
|  ·          |for social     |30% of           |                              |
|facilitate   |security.      |pensionable      |                              |
|planning for |Pension plans  |salary which     |                              |
|retirement by|should be      |includes fixed   |                              |
|way of       |defined        |salary and STV   |                              |
|providing    |contribution   |paid in cash.    |                              |
|competitive  |plans unless   |According to the |                              |
|retirement   |the individual |local collective |                              |
|arrangements |concerned is   |bargaining       |                              |
|in line with |subject to     |agreement in     |                              |
|local market |defined benefit|Sweden, the      |                              |
|practices.   |pension plan   |members of Group |                              |
|             |under mandatory|Management are   |                              |
|             |collective     |also entitled to |                              |
|             |agreement      |an additional    |                              |
|             |provisions or  |pension          |                              |
|             |mandatory local|contribution for |                              |
|             |regulations. In|part-time        |                              |
|             |some special   |retirement for   |                              |
|             |circumstances  |which the cap is |                              |
|             |where          |determined during|                              |
|             |individuals    |the union        |                              |
|             |cannot         |negotiations for |                              |
|             |participate in |all the local    |                              |
|             |the local      |employees.       |                              |
|             |pension plans  |Members of Group |                              |
|             |of their home  |Management       |                              |
|             |countries of   |employed outside |                              |
|             |employment:    |of Sweden may    |                              |
|             |  · cash       |participate in   |                              |
|             |equivalent to  |the local market |                              |
|             |pension may be |competitive      |                              |
|             |provided as a  |pension          |                              |
|             |taxable        |arrangements that|                              |
|             |benefit, or    |apply in their   |                              |
|             |  ·            |home countries in|                              |
|             |contributions  |line with what is|                              |
|             |may be made to |offered to other |                              |
|             |an             |employees in the |                              |
|             |international  |same country. In |                              |
|             |pension fund on|all cases the    |                              |
|             |behalf of the  |annual pension   |                              |
|             |individual on a|contributions    |                              |
|             |cost-neutral   |shall be capped  |                              |
|             |basis.         |at 70% of annual |                              |
|             |               |fixed salary[3)].|                              |
+-------------+---------------+-----------------+------------------------------+
|Other        |Benefits       |Benefit          |None                          |
|Benefits     |offered shall  |opportunities    |                              |
|Additional   |take into      |shall be set in  |                              |
|tangible or  |account the    |line with        |                              |
|intangible   |competitive    |competitive      |                              |
|compensation |practices in   |market practices |                              |
|paid annually|the            |and shall reflect|                              |
|which do not |individual's   |what is offered  |                              |
|fall under   |country of     |to other senior  |                              |
|fixed salary,|employment and |employees in the |                              |
|short-term   |should be in   |individual's     |                              |
|and long-term|line with what |country of       |                              |
|variable     |is offered to  |employment. The  |                              |
|compensation |other senior   |levels of        |                              |
|or pension.  |employees in   |benefits provided|                              |
|Purpose:     |the same       |may vary year on |                              |
|  · attract  |country and may|year depending on|                              |
|and retain   |evolve year on |the cost of the  |                              |
|the executive|year. Benefits |provision of     |                              |
|talent       |may for example|benefits to the  |                              |
|required to  |include company|Company. Other   |                              |
|implement    |phones, company|benefits shall be|                              |
|Ericsson's   |cars, medical  |capped at 10% of |                              |
|strategy,    |and other      |annual fixed     |                              |
|  · deliver  |insurance      |salary for       |                              |
|part of the  |benefits, tax  |members of Group |                              |
|annual       |support,       |Management       |                              |
|compensation |travel, Company|located in       |                              |
|in a         |gifts and any  |Sweden.          |                              |
|predictable  |international  |Additional       |                              |
|format.      |relocation     |benefits and     |                              |
|             |and/or         |allowances for   |                              |
|             |commuting      |members of Group |                              |
|             |benefits if the|Management who   |                              |
|             |individual is  |are commuters    |                              |
|             |required to    |into Sweden or   |                              |
|             |relocate and/or|who are on long  |                              |
|             |commute        |-term assignment |                              |
|             |internationally|('LTA') in       |                              |
|             |to execute the |countries other  |                              |
|             |requirements of|than their home  |                              |
|             |the role.      |countries of     |                              |
|             |               |employment, shall|                              |
|             |               |be determined in |                              |
|             |               |line with the    |                              |
|             |               |Company's        |                              |
|             |               |international    |                              |
|             |               |mobility policy  |                              |
|             |               |which may include|                              |
|             |               |(but is not      |                              |
|             |               |limited to)      |                              |
|             |               |commuting or     |                              |
|             |               |relocation costs;|                              |
|             |               |cost of living   |                              |
|             |               |adjustment,      |                              |
|             |               |housing, home    |                              |
|             |               |travel or        |                              |
|             |               |education        |                              |
|             |               |allowance; tax   |                              |
|             |               |and social       |                              |
|             |               |security         |                              |
|             |               |equalization     |                              |
|             |               |assistance.      |                              |
+-------------+---------------+-----------------+------------------------------+











































































































































































































Comments to the table

 1. For most of the current members of Group Management, the current STV target
opportunity is below 50% of the annual fixed salary.
 2. At present the President & CEO does not participate in STV. The Board has
the mandate to decide to include the President and CEO in STV in the future. In
doing so the Board shall:

  · determine the STV opportunity for the President and CEO within the ranges
mentioned above and in line with the external market practices of the country of
employment, keeping the STV opportunity of the other members of Group Management
under consideration,
  · reduce the LTV opportunity in relation to the STV opportunity, keeping the
total target cash compensation consisting of fixed salary, STV and LTV
unchanged.

Should the Board decide to introduce STV for the President and CEO, the details
will be disclosed in the Remuneration Report for the relevant year.

 3. Since most of the current members of Group Management are currently under
ITP1 coverage, their pension contributions are currently capped at 30% of
pensionable salary and the additional pension contribution for part-time
retirement mandated by the local collective bargaining agreement in Sweden.

Alignment of short-term variable compensation with the Company's strategy and
criteria for payment

These Guidelines for Remuneration to Group Management have been developed to
support alignment of Ericsson's business strategy and long-term interests of
members of Group Management with that of shareholders, in particular:

  · The targets for the STV shall be set each year either by the Board or the
Committee as appropriate for the members of the Group Management. In determining
the targets, the Board and the Committee shall take into account Ericsson's
focused business strategy, which is built on technology leadership, product-led
solutions and global scale, along with internal annual and long-term business
plans. Therefore, all members of Group Management shall have one or more Group
financial targets derived from the long-term financial targets which amount to
at least 40% of the target STV opportunity. At least 75% of the target STV
opportunity shall be linked to financial measures. The Board and the Committee,
as applicable, may also choose to include other operational, strategic, employee
engagement, customer satisfaction or sustainability and corporate responsibility
or other lead indicator measures to support the delivery of the business plan.
For certain roles such targets may be supplemented by targets for the relevant
Business Area, Market Area or Group Function.
  · Maximum pay-out shall be achievable for truly outstanding performance and
exceptional value creation.
  · At the end of the performance period for each STV cycle, the Board and the
Committee shall assess performance versus the measures and determine the formula
-based outcome using the financial information made public by the Company for
the financial targets.  The Board has the discretion to adjust targets and the
subsequent outcome in the event that they cease to be relevant or stretching or
to enhance shareholder value. Adjustments shall normally only occur in the event
of a major change (e.g. an acquisition or divestment) and shall be on the basis
that the new target shall be no more or less difficult to achieve.

Consideration of remuneration offered to the Company's employees

When developing these Guidelines, the Board and the Committee have considered
the total remuneration and employment conditions of the Company's employees by
reviewing the application of Ericsson's remuneration policy for the wider
employee population to ensure consistency.

There is clear alignment in the remuneration components for the members of Group
Management and the Company's employees in the way that remuneration policy is
applied as well as the methods followed in determining fixed salaries, short
-term and long-term variable compensation, pension and benefits, which are to be
applied broadly and consistently throughout the Company. The targets under short
-term variable compensation are similar and the performance measures under long
-term variable compensation program are the same for the members of Group
Management and other eligible employees of the Company. However, the proportion
of pay that is linked to performance is typically higher for Group Management in
line with market practice.

Employment contracts and termination of employment

The members of Group Management are employed on permanent rolling contracts. The
maximum mutual notice period is no more than 12 months. In case of termination
by the employee, the employee has no right to severance pay.

In any case, the fixed salary paid during the notice period plus any severance
pay payable will not together exceed an amount equivalent to the individual's 24
months fixed salary.

The employee may be entitled to severance pay up until the agreed retirement age
or, if a retirement age has not been agreed, until the month when the employee
turns 65. In a case where the employee is entitled to severance pay from a date
later than 12 months prior to retirement, the severance pay shall be reduced in
proportion to the time remaining and calculated only for the time as of the date
when the employee's employment ceases (i.e. the end of the period of notice) and
until the time of retirement.

Severance pay shall be reduced by 50 percent of the remuneration or equivalent
compensation the employee receives, or has become entitled to, from any other
employer or from his/her own or other activities during the period that
severance is paid to the employee by the Company.

The Company shall have the right to terminate the employment contract and
dismiss the employee with immediate effect, without giving any advance notice
and entitlement to severance pay, if the employee commits a serious breach of
his/her obligations towards the Company.

Normally disputes regarding employment agreements or any other agreements
concerning the employment of the members of Group Management, the way such
agreements have been arrived at, interpreted or applied, as well as any other
litigation proceedings from legal relations based on such agreements, shall be
settled by arbitration by three arbitrators in accordance with the Rules of the
Arbitration Institute of the Stockholm Chamber of Commerce. Irrespective of the
outcome of any arbitral award, the Company may, in the relation between the
parties, carry all fees and expenses charged by the arbitrators and all of its
own litigation costs (including attorney's fees), except in the event the
arbitration proceedings were initiated by the employee without reasonable cause.

Recruitment policy for new members of Group Management

In determining the remuneration of a new member of Group Management, the Board
and the Committee shall take into consideration all relevant factors to ensure
that arrangements are in the best interests of the Company and its shareholders.
These factors include:

  · The role being taken on.
  · The level and type of remuneration opportunity received at a previous
employer.
  · The geography in which the candidate is being recruited from and whether any
relocation allowance is required.
  · The skills, experience and caliber of the candidate.
  · The circumstances of the candidate.
  · The current external market and salary practice.
  · Internal relativities

Additional arrangements

By way of exception, additional arrangements can be made when deemed appropriate
and necessary to recruit or retain an individual. Such arrangement could be in
the form of short-term or long-term variable compensation or fixed component and
can be renewed, but each such arrangement shall be limited in time and shall not
exceed a period of 36 months and twice the annual fixed salary that the
individual would have received if no additional arrangements were made. In
addition, if appropriate, different measures and targets may be applied to the
new appointment's incentives in the first year.

In addition, it may on a case by case basis be decided by the Board and the
Committee respectively to compensate an individual for remuneration forfeited
from a previous employer during recruitment. The Board and the Committee will
consider on a case by case basis if all or some of the remuneration including
incentives forfeited need to be 'bought-out'. If there is a buy-out of forfeited
incentives, this will take into account relevant factors including the form they
were granted (cash vs. shares), performance conditions attached to these awards
and the time they would have vested/paid. Generally, buy-out awards will be made
on a comparable basis to those forfeited.

In the event of an internal candidate being promoted to Group Management, legacy
terms and conditions may be honored, including pension and benefit entitlements
and any outstanding incentive awards. If a Group Management member is appointed
following a merger or acquisition with/of another company, legacy terms and
conditions may also be honored for a maximum period of 36 months.

Board of Directors' discretions

The Board upon recommendation from the Committee may in a specific case decide
to temporarily deviate from these Guidelines in whole or in part based on its
full discretion in unusual circumstances such as:

  · upon change of the President and CEO in accordance with recruitment policy
for new members of Group Management,
  · upon material changes in the Company structure, organization, ownership and
business (for example takeover, acquisition, merger, demerger etc.) which may
require adjustments in STV and LTV or other elements to ensure continuity of
Group Management, and
  · in any other circumstances, provided that the deviation is required to serve
the long-term interests and sustainability of the Company or to assure its
financial viability.

The Committee is responsible for preparing matters for resolution by the Board,
and this includes matters relating to deviations from these Guidelines. Any such
deviation will be disclosed in the Remuneration Report for the relevant year.

Item 17 Implementation of Long-Term Variable Compensation Program 2020
('LTV 2020') including transfer of treasury stock

Following its continuous evaluation of the Company's long-term variable
compensation, the Board of Directors has concluded to propose an LTV 2020
materially unchanged compared to the Long-Term Variable Compensation Programs
2018 and 2019. LTV 2020 is an integral part of the Company's remuneration
strategy, in particular the Board of Directors wishes to encourage the
leadership to build significant equity holdings to align the interests of the
LTV Program participants with those of shareholders.

Proposals

The Long-Term Variable Compensation Program 2020

The Board of Directors proposes that the Annual General Meeting resolve on the
implementation of a Long-Term Variable Compensation Program 2020 in accordance
with the proposals set out below.

17.1 Implementation of the LTV 2020

The Board of Directors proposes that the Annual General Meeting resolves on the
LTV 2020 for members of the Executive Team, comprising a maximum of 2.5 million
shares of series B in Ericsson as set out below.

Objectives of the LTV Program

The LTV Program is designed to provide long-term incentives for members of the
Executive Team (the 'Participants') and to incentivize the Company's performance
creating long-term value. The aim is to attract, retain and motivate executives
in a competitive market through performance-based share related incentives and
to encourage the build-up of significant equity holdings to align the interests
of the Participants with those of shareholders.

The LTV Program in brief

The LTV Program is proposed to include all members (current and future) of the
Executive Team, currently comprising of 15 employees, including the President
and CEO. Awards under LTV 2020 ('Performance Share Awards') will be granted free
of charge entitling the Participant, provided that i.a. certain performance
conditions set out below are met, to receive a number of shares, free of charge,
following expiration of a three year vesting period (the 'Vesting Period').
Allotment of shares pursuant to Performance Share Awards will be subject to the
achievement of performance conditions, as set out below, and will generally
require that the Participant retains his or her employment over the Vesting
Period. All major decisions relating to LTV 2020 will be taken by the
Remuneration Committee, with approval by the full Board of Directors as
required.

Granting of Performance Share Awards

Granting of Performance Share Awards to the Participants will generally take
place as soon as practicably possible following the Annual General Meeting 2020.
For 2020, the value of the underlying shares in respect of the Performance Share
Awards made to the President and CEO will not exceed 180% of the annual base
salary at the time of grant, and for other participants, the value will not
exceed 70% of the participants' respective annual base salaries at the time of
grant.

The share price used to calculate the number of shares to which the Performance
Share Award entitles will be the volume-weighted average of the market price of
Ericsson series B shares on Nasdaq Stockholm during the five trading days
immediately following the publication of the Company's interim report for the
fourth quarter 2019.

Performance criteria

The vesting of Performance Share Awards will be subject to the satisfaction of
challenging performance criteria related to 2020 Group Operating Income target
and total shareholder return ('TSR'[1]), which will determine what portion (if
any) of the Performance Share Awards will vest at the end of the Vesting Period.

The 2020 Group Operating Income target relates to 50% of the Performance Share
Awards and the maximum vesting level is 200%.

The performance criteria based on TSR are absolute TSR development and relative
TSR development for the Ericsson series B share over the period January 1, 2020
- December 31, 2022 (the 'TSR Performance Period'[2]). The TSR performance
criteria relate to a total of 50% of the Performance Share Awards and the
maximum vesting level for each of the TSR performance criteria is 200%.

The following conditions will apply to the performance criteria:

  · 2020 Group Operating Income target:

50% of the Performance Share Awards granted to a Participant will be subject to
fulfilment of a Group Operating Income target for the 2020 financial year. The
2020 Group Operating Income target established by the Board of Directors will
stipulate a minimum level and a maximum level. The vesting level of Performance
Share Awards related to 2020 Group Operating Income will be determined by the
Board of Directors when the audited result for the financial year 2020 is
available.

If the maximum performance level is reached or exceeded, the vesting will amount
to (and will not exceed) the maximum level of 200% of the Performance Share
Awards related to the 2020 Group Operating Income target. If performance is
below the maximum level but exceeds the minimum level, a linear pro-rata vesting
of shares will occur. No vesting will occur if performance amounts to or is
below the minimum level. The allotment of the shares will not occur until the
end of the Vesting Period in 2023.

  · TSR performance

Absolute TSR performance

30% of the Performance Share Awards granted to a Participant will be subject to
fulfilment of an absolute TSR performance requirement over the TSR Performance
Period. If the absolute TSR development reaches or exceeds 14% per annum
compounded, the maximum vesting of 200% of the Performance Share Awards related
to absolute TSR shall occur. If the absolute TSR development is below or reaches
only 6% per annum compounded, no vesting will occur in respect of the
Performance Share Awards related to the absolute TSR. A linear pro-rata vesting
from 0% to 200% of the Performance Share Awards related to absolute TSR shall
apply if the Company's absolute TSR performance is between 6% and 14% per annum
compounded.

Relative TSR performance

20% of the Performance Share Awards granted to a Participant will be subject to
fulfilment of a relative TSR performance requirement over the TSR Performance
Period, compared to a peer group consisting of 11 peer companies (the 'Peer
Group'[3]). The vesting of the relative TSR related Performance Share Awards
varies depending on the Company's TSR performance ranking versus the other
companies in the Peer Group. If the Company's relative TSR performance is below
the TSR development of the company ranked 6th in the Peer Group, no vesting will
occur in respect of the Performance Share Awards related to relative TSR
performance. Vesting of the Performance Share Awards related to relative TSR
performance will occur at the following percentage levels, based on which
ranking position in the Peer Group the Company's TSR Performance corresponds to:

Position within the Peer Group
Associated vesting percentage level

6 or
lower
                                   0%

5
                                             50%

4
                                             100%

3
                                             150%

2 or
higher
                                   200%

If the Company's TSR performance is between two of the ranked companies, a
linear pro-rata vesting shall apply between the vesting percentage levels for
the relevant ranked positions.

Information about the outcome of the performance criteria will be provided not
later than in the annual report for the financial year 2022.

Allotment of shares

Provided that the performance criteria above have been met and that the
Participant has retained his or her employment (unless special circumstances are
at hand) during the Vesting Period, allotment of vested shares will take place
as soon as practicably possible following the expiration of the Vesting Period.

When determining the final vesting level of Performance Share Awards, the Board
of Directors shall examine whether the vesting level is reasonable considering
the Company's financial results and position, conditions on the stock market and
other circumstances, and if not, as determined by the Board of Directors, reduce
the vesting level to the lower level deemed appropriate by the Board of
Directors.

In the event delivery of shares to Participants cannot take place under
applicable law or at a reasonable cost and employing reasonable administrative
measures, the Board of Directors will be entitled to decide that Participants
may, instead, be offered a cash settlement.

Financing

The Board of Directors has considered different financing methods for transfer
of shares under the LTV 2020. After evaluating the different options, the Board
of Directors considers that transfer of treasury stock is the most cost
efficient and flexible method to transfer shares under the LTV 2020.

Since the costs for the Company in connection with an equity swap agreement will
be significantly higher than the costs in connection with transfer of treasury
stock, the main alternative is that the financial exposure is secured by
transfer of treasury stock and that an equity swap agreement with a third party
is an alternative in the event that the required majority for approval is not
reached.

Costs

The total effect on the income statement of the LTV 2020, including financing
costs and social security fees, is estimated to range between SEK 65 million and
SEK 125 million distributed over the years 2020-2023.

The administration cost for transfer of shares by way of an equity swap
agreement is estimated to approximately SEK 10.3 million.

Dilution

The Company has approximately 3.3 billion shares in issue. As per December 31,
2019 the Company held approximately 19.9 million shares in treasury. The number
of shares that may be required for ongoing long-term variable compensation
programs as per December 31, 2019 is estimated to approximately 17.5 million
shares, corresponding to approximately 0.5 percent of the number of outstanding
shares. In order to implement the LTV 2020, a total of up to 2.5 million shares
are required, which corresponds to approximately 0.1 percent of the total number
of outstanding shares. The effect on important key figures is only marginal.

17.2 Transfer of treasury stock for the LTV 2020

 a. Transfer of treasury stock under the LTV 2020

Transfer of no more than 1.9 million shares of series B in the Company may occur
on the following terms and conditions.

  · The right to acquire shares shall be granted to such persons within the
Ericsson Group covered by the terms and conditions pursuant to the LTV 2020.
Furthermore, subsidiaries within the Ericsson Group shall have the right to
acquire shares, free of consideration, and such subsidiaries shall be obligated
to immediately transfer, free of consideration, shares to employees covered by
the terms and conditions of the LTV 2020.
  · The employee shall have the right to receive shares during the period when
the employee is entitled to receive shares pursuant to the terms and conditions
of the LTV 2020, i.e. in 2023.
  · Employees covered by the terms and conditions of the LTV 2020 shall receive
shares of series B in the Company free of consideration.

 b. Transfer of treasury stock on an exchange

The Company shall have the right to, prior to the Annual General Meeting in
2021, transfer no more than 600,000 shares of series B in the Company, in order
to cover certain expenses, mainly social security payments. Transfer of the
shares shall be effected on Nasdaq Stockholm at a price within the, at each
time, prevailing price interval for the share as disseminated by Nasdaq
Stockholm.

17.3 Equity Swap Agreement with third party in relation to the LTV 2020

In the event that the required majority for approval is not reached under item
17.2 above, the financial exposure of the LTV 2020 shall be hedged by the
Company entering into an equity swap agreement with a third party, under which
the third party shall, in its own name, acquire and transfer shares of series B
in the Company to employees covered by the LTV 2020.

______________________

Majority rules

The resolution of the Annual General Meeting on implementation of the program
according to item 17.1 above requires that more than half of the votes cast at
the Annual General Meeting approve the proposal. The Annual General Meeting's
resolution on transfer of treasury stock according to item 17.2 a) above
requires that shareholders representing at least nine-tenths of the votes cast
as well as the shares represented at the Annual General Meeting approve the
proposal and the Annual General Meeting's resolution on transfer of treasury
stock according to item 17.2 b) above requires that shareholders representing at
least two-thirds of the votes cast as well as the shares represented at the
Annual General Meeting approve the proposal. A valid resolution in accordance
with the proposal for an equity swap agreement under item 17.3 above requires
that more than half of the votes cast at the Annual General Meeting approve the
proposal.

Description of other ongoing long-term variable compensation programs

In addition to the LTV-programs, which are directed at the members of the
Executive Team, the Company also has other ongoing long-term variable
compensation programs directed at other employees within the Group. These
programs are an integral part of the Company's remuneration strategy as well as
a part of the Company's talent management strategy. The company has decided to
implement the following share-related compensation programs for 2020. The
Executive Performance Plan 2020 ('EPP 2020') is designed to attract, retain and
motivate senior managers in a competitive market through performance based long
-term cash incentive supporting the achievement of the Company's long-term
strategies and business objectives. Approximately 200 senior managers will be
eligible for the EPP 2020. Participants are assigned a potential award defined
as a percentage of the participants' annual gross salary, which is converted
into a number of synthetic shares based on the same market price of Ericsson
series B shares used for the LTV 2020 at the time of grant. There are two award
levels called 'High' and 'Regular' which are differentiated as below between the
USA and the rest of the world to bring greater alignment with the local market
conditions:

Award level
USA                                 Rest of the world

      High
35%                                                25%

      Regular
25%                                                15%

The vesting level of the awards, occurring after a three-year vesting period, is
subject to the achievement of the same performance criteria as for the LTV 2020,
and generally requires that the participant retains his or her employment over
the three-year vesting period. At the end of the Vesting Period, the allotted
synthetic shares are converted into a cash amount, based on the market price of
Ericsson series B shares at Nasdaq Stockholm at the payout date, and this final
amount is paid to the Participant in cash gross before tax. It is estimated that
approximately one million synthetic shares will be awarded under the EPP 2020.
The maximum total cost effect of the EPP 2020 on the income statement, including
social security fees, is estimated to be approximately SEK 334 million
distributed over the years 2020-2023.

The Key Contribution Plan 2020 ('KC Plan 2020') is designed to recognize the
best talent, individual performance, potential and critical skills as well as
encourage the retention of key employees. Approximately 7,100 employees will be
eligible for the KC Plan 2020. There are three award levels at 10%, 25% and 30%
of the participants' annual gross salary. Participants are assigned a potential
award, which is converted into a number of synthetic shares based on the same
market price of Ericsson series B shares used for the LTV 2020 at the time of
grant. The program has a three year total vesting period during which the awards
are paid on an annual rolling bases following the below payment schedule:

  · 25% of the award at the end of the first year,
  · 25% of the award at the end of the second year, and
  · 50% of the award at the end of the full vesting period.

The value of each synthetic share is driven by the absolute share price
performance of Ericsson series B shares during the vesting period. At the date
of payout for each instalment of the above described annual rolling payment
schedule, the synthetic shares are converted into a cash amount, based on the
market price of Ericsson Series B shares at Nasdaq Stockholm at the respective
payout date, and this final amount is paid to the Participant in cash gross
before tax. It is estimated that approximately 10 million synthetic shares will
be awarded under the KC Plan 2020. The maximum total cost effect of the KC Plan
2020 on the income statement, including social security fees, is estimated to be
approximately SEK 1.6 billion distributed over the years 2020-2023.

The Company's ongoing variable compensation programs are described in further
detail in the Annual Report 2019 in the Notes to the consolidated financial
statements, Note G3: 'Share-based compensation' and on the Company's website.
The Remuneration Report published in the Annual Report outlines how the Company
implements its guidelines on remuneration to Group management in line with the
Swedish Corporate Governance Code.

Item 18 The Board of Directors' proposal for resolution on transfer of treasury
stock to employees and on an exchange in relation to the resolutions on the Long
-Term Variable Compensation Programs 2018 ('LTV 2018') and 2019 ('LTV 2019')

Background

The Annual General Meetings 2018 and 2019 resolved to implement Long-Term
Variable Compensation Programs 2018 and 2019 ('LTV 2018' and 'LTV 2019'). The
Annual General Meeting 2019 resolved to secure the Company's undertakings under
the programs through equity swap agreements with a third party. The Board of
Directors considers that transfer of treasury stock is the most cost efficient
and flexible method to secure the undertakings under LTV 2018 and LTV 2019, and
therefore proposes that the Annual General Meeting resolve as follows.

Proposal

 a. Transfer of treasury stock under the LTV 2018 and the LTV 2019

To secure the delivery of Performance Shares in accordance with the terms of the
LTV 2018 and the LTV 2019, the Board of Directors proposes that the Annual
General Meeting resolve that the Company shall have the right to transfer no
more than 4.4 million shares of series B in the Company on the following terms
and conditions.

  · The right to acquire shares shall be granted to such persons within the
Ericsson Group covered by the terms and conditions pursuant to the LTV 2018 and
the LTV 2019. Furthermore, subsidiaries within the Ericsson Group shall have the
right to acquire shares, free of consideration, and such subsidiaries shall be
obligated to immediately transfer, free of consideration, shares to employees
covered by the terms and conditions of the LTV 2018 and the LTV 2019.
  · The employee shall have the right to receive shares during the period when
the employee is entitled to receive shares pursuant to the terms and conditions
of the LTV 2018, i.e. in 2021, and the LTV 2019, i.e. in 2022.
  · Employees covered by the terms and conditions of the LTV 2018 and the LTV
2019 shall receive shares of series B in the Company free of consideration.

 b. Transfer of treasury stock on an exchange

The Company shall have the right to, prior to the Annual General Meeting in
2021, transfer no more than 1.6 million shares of series B in the Company, in
order to cover certain expenses, mainly social security payments. Transfer of
the shares shall be effected on Nasdaq Stockholm at a price within the, at each
time, prevailing price interval for the share as disseminated by Nasdaq
Stockholm.

Majority rules

The Annual General Meeting's resolution on transfer of treasury stock according
to item 18 a) above requires that shareholders representing at least nine-tenths
of the votes cast as well as the shares represented at the Annual General
Meeting approve the proposal and the Annual General Meeting's resolution on
transfer of treasury stock according to item 18 b) above requires that
shareholders representing at least two-thirds of the votes cast as well as the
shares represented at the Annual General Meeting approve the proposal.

Item 19 The Board of Directors' proposal for resolution on transfer of treasury
stock in relation to the resolutions on the Long-Term Variable Compensation
Programs 2016 and 2017

Background

The Annual General Meetings 2016 and 2017 resolved on a right for the Company to
transfer in total not more than 5,300,000 shares of series B in the Company on a
stock exchange to cover certain payments, mainly social security charges, which
may occur in relation to the Long-Term Variable Compensation Programs 2016 and
2017.

Each resolution has only been valid up to the following Annual General Meeting.
Resolutions on transfer of treasury stock for the purpose of the above-mentioned
programs have therefore been repeated at the subsequent Annual General Meeting.

In accordance with the resolutions on transfer of in total not more than
5,300,000 shares, 828,300 shares of series B have been transferred up to
February 19, 2020.

Proposal

The Board of Directors proposes that the Annual General Meeting resolve that the
Company shall have the right to transfer, prior to the Annual General Meeting
2021, not more than 4,471,700 shares of series B in the Company, or the lower
number of shares of series B, which as per March 31, 2020 remains of the
original 5,300,000 shares, for the purpose of covering certain payments,
primarily social security charges that may occur in relation to the Long-Term
Variable Compensation Programs 2016 and 2017. Transfer of shares shall be
effected on Nasdaq Stockholm at a price within the, at each time, prevailing
price interval for the share.

Majority rules

The resolution of the Annual General Meeting on a transfer of treasury stock
requires that shareholders holding at least two-thirds of the votes cast as well
as the shares represented at the Annual General Meeting vote in favor of the
proposal.

Item 20 - 23 Proposals from shareholders

The proposals under item 20 - 23 are included in the agenda.

Item 20.1 - 20.2 Proposals from the shareholder Thorwald Arvidsson to amend the
articles of association with respect to voting rights of shares

Resolution on proposal from the shareholder Thorwald Arvidsson to amend the
articles of association in the following way:

 1.
   1. to make an addition to § 5 of the articles of association - a new section
two - saying: all shares carry equal rights; and
   2. to delete § 6 of the articles of association, and to adjust the numbering
accordingly.

Majority rules

The resolution of the Annual General Meeting to amend the articles of
association under items 20.1 and 20.2, are valid if all shareholders represented
at the meeting vote in favor of the proposal and those shareholders represent at
least nine-tenths of all shares in the company, alternatively if shareholders
representing at least two-thirds of the votes cast as well as the shares
represented at the meeting vote in favor of the proposal and holders of half of
all shares of series A and nine-tenths of the shares of series A represented at
the meeting agree to the change.

______________________

Shares and votes

There are in total 3,334,151,735 shares in the Company; 261,755,983 shares of
series A and 3,072,395,752 shares of series B, corresponding to in total
568,995,558.2 votes. The Company's holding of treasury stock as of February 19,
2020 amounts to 16,000,276 shares of series B, corresponding to 1,600,027.6
votes.

Information at the Annual General Meeting

The Board of Directors and the President shall, if any shareholder so requests
and the Board of Directors believes that it can be done without material harm to
the Company, provide information regarding circumstances that may affect the
assessment of an item on the agenda and circumstances that can affect the
assessment of the Company's or its subsidiaries' financial situation and the
Company's relation to other companies within the Group.

Documents

The complete proposals of the Nomination Committee with respect to items 1 and 9
- 15 above, including a description of the work of the Nomination Committee
before the Annual General Meeting and Exhibit 1 and 2 to the Nomination
Committee's proposals, and the shareholder letters (in original language) under
items 20-22, are available at the Company's website www.ericsson.com. The
documents will be sent upon request to shareholders providing their address to
the Company. In respect of all other items, complete proposals are provided
under the respective item in the invitation.

The Annual Report and the Auditor's Report as well as the Auditor's statement
regarding the guidelines for remuneration to Group management will be made
available at the Company and posted on the Company's website www.ericsson.com no
later than three weeks prior to the Annual General Meeting. The documents will
be sent upon request to shareholders providing their address to the Company.



Stockholm, February 2020

The Board of Directors

[1] Total shareholder return, i.e. share price growth including dividends.

[2] To provide a stable assessment of performance, the TSR development will be
calculated based on the average closing price of the Ericsson B share on Nasdaq
Stockholm (or the corresponding closing share price of the relevant peer group
company) for the three-month period immediately prior to the commencement and
expiration of the Performance Period.

[3] The Peer Group consists of the following companies: Cap Gemini, CGI Group,
Cisco Systems, Cognizant, Corning, F5 Networks, International Business Machines,
Juniper Networks, Motorola Solutions, Nokia, and Qualcomm. TSR will be measured
in Swedish Krona (SEK) for all companies in line with best practice.

NOTES TO EDITORS:

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MORE INFORMATION AT:

Contact person

Peter Nyquist, Head of Investor Relations
Phone: +46 10 714 64 99
E-mail: peter.nyquist@ericsson.com

Investors

Lena Häggblom, Director, Investor Relations
Phone:  +46 10 713 27 78
E-mail:  lena.haggblom@ericsson.com

Stefan Jelvin, Director, Investor Relations
Phone: +46 10 714 20 39
E-mail: stefan.jelvin@ericsson.com

Rikard Tunedal, Director, Investor Relations
Phone: +46 10 714 54 00
E-mail: rikard.tunedal@ericsson.com

Media

Corporate Communications
Phone: +46 10 719 69 92
E-mail: media.relations@ericsson.com

About Ericsson
Ericsson enables communications service providers to capture the full value of
connectivity. The company's portfolio spans Networks, Digital Services, Managed
Services, and Emerging Business and is designed to help our customers go
digital, increase efficiency and find new revenue streams. Ericsson's
investments in innovation have delivered the benefits of telephony and mobile
broadband to billions of people around the world. The Ericsson stock is listed
on Nasdaq Stockholm and on Nasdaq New
York. www.ericsson.com (https://www.ericsson.com/en)


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Disclaimer

Telefonaktiebolaget LM Ericsson published this content on 21 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 February 2020 07:06:05 UTC

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Financials (SEK)
Sales 2020 237 B
EBIT 2020 24 376 M
Net income 2020 14 729 M
Finance 2020 28 179 M
Yield 2020 2,17%
P/E ratio 2020 18,0x
P/E ratio 2021 14,6x
EV / Sales2020 1,05x
EV / Sales2021 0,97x
Capitalization 278 B
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Erik Börje Ekholm President, Chief Executive Officer & Director
Ronnie Leten Chairman
Carl Mellander CFO, Senior VP & Head-Group Function Finance
Erik Ekudden Chief Technology Officer & Senior Vice President
Torbjörn Nyman Director
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