STOCKHOLM, March 29, 2023 /PRNewswire/
-- Telefonaktiebolaget LM Ericsson's (NASDAQ:ERIC) Annual
General Meeting (AGM) was held today on March 29, 2023 in Kista, Stockholm. Shareholders were also able to
exercise their voting rights by post before the meeting.
Adoption of the Profit and Loss Statements and the Balance
Sheets
The AGM resolved to adopt the Profit and Loss Statement and the
Balance Sheet for the Parent company as well as the Consolidated
Profit and Loss Statement and the Consolidated Balance Sheet for
the Group for 2022.
Dividend
The proposed dividend of SEK 2.70
per share was approved by the AGM. The dividend will be paid in two
equal installments: SEK 1.35 per
share with the record date Friday, March 31,
2023, and SEK 1.35 per share
with the record date Friday, September 29,
2023. Euroclear Sweden AB is expected to disburse
SEK 1.35 per share on Wednesday, April 5, 2023, and SEK 1.35 per share on Wednesday, October 4, 2023.
Remuneration report
The AGM resolved to adopt the Board of Directors' remuneration
report for 2022.
Discharge from liability
The AGM resolved to discharge Carolina
Dybeck Happe and Annika
Salomonsson from liability for the financial year 2022. It
was recorded that shareholders representing at least one tenth of
all of the shares in the company voted against discharge from
liability for the other members of the Board and the President for
the financial year 2022.
Board of Directors
The AGM elected Board members in accordance with the proposal of
the Nomination Committee. Jan
Carlson was elected as new Chair of the Board and Jon
Fredrik Baksaas, Börje Ekholm, Eric A. Elzvik, Carolina Dybeck Happe, Kristin S. Rinne, Helena
Stjernholm and Jacob
Wallenberg were re-elected as Board members. Jonas
Synnergren and Christy Wyatt were
elected new Board members. Ronnie Leten, Kurt Jofs and Nora
Denzel, who did not stand for re-election, left the Board of
Directors in connection with the AGM. It was also noted that the
unions have appointed Torbjörn Nyman, Anders Ripa and Kjell-Åke Soting employee
representatives in the Board of Directors with Ulf Rosberg, Loredana
Roslund and Annika
Salomonsson as deputies.
Board of Directors' Fees
The AGM resolved on fees to the Board of Directors, in
accordance with the Nomination Committee's proposal. Yearly fee to
the Chair of the Board of SEK
4,500,000, and fees to other non-employee members of the
Board, elected by the AGM, of SEK
1,140,000 each. Fees for Committee work to non-employee
members of the Committees, elected by the AGM, were approved as
follows: SEK 495,000 to the Chair of
the Audit and Compliance Committee and SEK 285,000 to each of
the other members of the Audit and Compliance Committee,
SEK 210,000 to each of the Chairs of the Finance Committee,
the Remuneration Committee and the Technology and Science
Committee, and SEK 185,000 to each of the other members of the
Finance Committee, the Remuneration Committee and the Technology
and Science Committee.
The AGM approved the Nomination Committee's proposal to enable
payment of part of the fees to the members of the Board for the
Board assignment (excluding fees for Committee work), in the form
of synthetic shares.
Auditor
The AGM re-elected Deloitte AB as auditor for the period up
until the end of the AGM 2024 and approved the Nomination
Committee´s proposal for auditor fee.
Long-Term Variable Compensation Programs
Long-Term Variable Compensation Program I 2023 (LTV I
2023)
In accordance with the Board of Directors' proposals, the AGM
resolved on implementation of LTV I 2023 for the members of the
Executive Team, including the President and CEO, (currently 17
individuals), comprising a maximum of 4.1 million B-shares in
Ericsson. "Performance Share Awards" will be granted free of charge
entitling the participant to receive a number of shares, free of
charge, following the expiration of a three-year vesting period,
provided that certain performance conditions are met and that the
participant retains his or her employment. The 4.1 million B-shares
covered by LTV I 2023 correspond to approximately 0.12 percent of
the total number of registered shares of the company.
Furthermore, the AGM resolved to approve the Board of Directors'
proposal to hedge the company's undertakings under LTV I 2023
through an equity swap agreement with a third party.
Long-Term Variable Compensation Program II 2023 (LTV II
2023)
In accordance with the Board of Directors' proposals, the AGM
resolved as
follows:
- Implementation of LTV II 2023 for employees classified as
Executives, excluding the President and CEO and Executive Team,
(currently approximately 180 employees), comprising a maximum of
5.9 million B-shares in Ericsson. "Performance Share Awards" will
be granted free of charge entitling the participant to receive a
number of shares, free of charge, following the expiration of a
three-year vesting period, provided that certain performance
conditions are met and that the participant retains his or her
employment. The 5.9 million B-shares covered by LTV II 2023
correspond to approximately 0.18 percent of the total number of
registered shares of the company.
- A directed issue of 5.9 million C-shares to Investor AB, or
subsidiaries of Investor AB, at a subscription price corresponding
to the quota value of the share (approximately SEK 5).
- Authorization for the Board of Directors to, prior to the AGM
2024, resolve on an acquisition offer regarding the 5.9 million
C-shares at a price per share corresponding to the quota value of
the share (approximately SEK 5).
Following the acquisition, the C-shares will, in accordance with
the articles of association, be converted into B-shares, which
thereafter can be transferred to employees and on an
exchange.
- Transfer of no more than 4.9 million B-shares, free of
consideration, to employees covered by the terms of the LTV II
2023. The AGM further resolved to authorize the Board of Directors
to decide to, in conjunction with the delivery of vested shares
under LTV II 2023, prior to the AGM 2024, retain and sell no more
than 60% of the vested B-shares on Nasdaq Stockholm at a price
within the, at each time, prevailing price interval for the share,
in order to cover for the costs for withholding and paying tax and
social security liabilities on behalf of the participants of LTV II
2023 in relation to the Performance Share Awards for remittance to
revenue authorities.
- Transfer of no more than 1.0 million B-shares on Nasdaq
Stockholm, prior to the AGM 2024, at a price within the, at each
time, prevailing price interval for the share, to cover certain
expenses, mainly social security payments.
Transfer of treasury stock to employees and on an exchange,
directed share issues and acquisition offer for the previously
resolved LTV programs 2021 and 2022 (LTV 2021 and LTV 2022)
The AGM resolved to approve the Board of Directors' proposals
on:
- directed issues of in total 4.1 million C-shares to Investor
AB, or subsidiaries of Investor AB, at a subscription price
corresponding to the quota value of the share (approximately
SEK 5);
- authorization for the Board of Directors to, prior to the AGM
2024, resolve on an acquisition offer regarding the 4.1 million
C-shares at a price per share corresponding to the quota value of
the share (approximately SEK 5);
following the acquisition, the C-shares will, in accordance with
the articles of association, be converted into B-shares, which
thereafter can be transferred to employees and on an exchange;
- transfer of no more than 3.1 million B-shares, free of
consideration, to employees covered by the terms of LTV 2021 and
LTV 2022, with an authorization for the Board of Directors to
decide to, in conjunction with the delivery of vested shares under
LTV 2021 and LTV 2022, prior to the AGM in 2024, retain and sell no
more than 60% of the vested B-shares on Nasdaq Stockholm, at a
price within the, at each time, prevailing price interval for the
share, in order to cover for the costs for withholding and paying
tax and social security liabilities on behalf of the participants
in relation to the Performance Share Awards for remittance to
revenue authorities;
and
- transfer of no more than 1 million B-shares on Nasdaq
Stockholm, prior to the AGM 2024, at a price within the, at each
time, prevailing price interval for the share, to cover certain
expenses, mainly social security payments.
Transfer of treasury stock on an exchange for previously
resolved LTV programs 2019 and 2020
The AGM resolved to approve the Board of Directors' proposals
on:
- transfer of no more than 1.4 million B-shares on Nasdaq
Stockholm, prior to the AGM 2024, at a price within the, at each
time, prevailing price interval for the share, to cover certain
expenses, mainly social security charges, which may occur in
relation to the previously resolved and ongoing LTV programs LTV
2019 and LTV 2020; and
- authorization for the Board of Directors to decide to, in
conjunction with the delivery of vested shares under LTV 2019 and
LTV 2020, prior to the AGM 2024, retain and sell no more than 60%
of the vested B-shares on Nasdaq Stockholm, at a price within the,
at each time, prevailing price interval for the share, in order to
cover for the costs for withholding and paying tax and social
security liabilities on behalf of the participants in relation to
the Performance Share Awards for remittance to revenue
authorities.
New Guidelines for remuneration to Group management
The AGM resolved to approve the new guidelines for remuneration
to Group Management, in accordance with the Board of Directors'
proposal.
Shares and votes
There are in total 3,334,151,735 shares in the company;
261,755,983 A-shares and 3,072,395,752
B-shares, corresponding to in total 568,995,558.2 votes. The
company's holding of treasury stock as of March 29, 2023, amounts to 4,009,306 B-shares, corresponding to 400,930.6
votes.
NOTES TO EDITORS:
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FOR FURTHER INFORMATION, PLEASE CONTACT:
Contact persons
Peter Nyquist, Head of Investor
Relations
Phone: +46 705 75 29 06
E-mail: peter.nyquist@ericsson.com
Media
Peter Borsos, Head of External
Relations
Phone: +46703176800
E-mail: peter.borsos@ericsson.com
Kristoffer Edshage, Head of Regulatory and Financial
Communication
Phone: +46 722 20 44 46
E-mail: kristoffer.edshage@ericsson.com
Media relations
Phone: +46 10 719 69 92
E-mail: media.relations@ericsson.com
ABOUT ERICSSON:
Ericsson enables communications service providers and enterprises
to capture the full value of connectivity. The company's portfolio
spans the following business areas: Networks, Cloud Software and
Services, Enterprise Wireless Solutions, Global Communications
Platform, and Technologies and New Businesses. It is designed to
help our customers go digital, increase efficiency and find new
revenue streams. Ericsson's innovation investments have delivered
the benefits of mobility and mobile broadband to billions of people
globally. Ericsson stock is listed on Nasdaq Stockholm and on
Nasdaq New York. www.ericsson.com
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Ericssons Annual
General Meeting 2023
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