The Nomination Committee proposes among other things:
Unchanged composition of the Board of Directors (item 11 and item 12)
Increase of the individual Board fee and of the fee to the Chair of the Audit and Compliance Committee and unchanged fees to the Chair of the Board of Directors and for other work on the Committees of the Board (item 10)
The Board of Directors proposes among other things:
A dividend of SEK 1 per share (item 8.3)
A Long-term Variable Compensation Program for the Executive Team, with a one-year Group operating income target for 2019 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 2019 and 2018 (item 17.2 and item 18.1)
Welcome to the Annual General Meeting of shareholders 2019 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 Wednesday, March 27, 2019 at 3.00 p.m. at Kistam ssan, 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 Thursday, March 21, 2019; and
give notice of attendance to the Company at the latest on Thursday, March 21, 2019. 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 Thursday, March 21, 2019, 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 Tuesday, March 26, 2019. 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 2018
7. The President's speech. Questions from the shareholders to the Board of Directors and the management
8. Resolution with respect to
8.1. adoption of the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet;
8.2. discharge of liability for the members of the Board of Directors and the President; and
8.3. the appropriation of the results in accordance with the approved balance sheet and determination of the record date 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:
11.1. Jon Fredrik Baksaas
11.2. Jan Carlson
11.3. Nora Denzel
11.4. B rje Ekholm
11.5. Eric A. Elzvik
11.6. Kurt Jofs
11.7. Ronnie Leten
11.8. Kristin S. Rinne
11.9. Helena Stjernholm
11.10. 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 2019 ( LTV 2019 )
17.1.Resolution on implementation of Long-Term Variable Compensation Program 2019 ( LTV 2019 )
17.2.Transfer of treasury stock for the LTV 2019
17.3.Equity Swap Agreement with third party in relation to the LTV 2019
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The Nomination Committee proposes among other things:
