REG - Telefon AB Ericsson - Ericsson’s Annual General Meeting 2022

Telefonaktiebolaget LM EricssonAnnouncement

30/03/2022 07:00

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RNS Number : 4682G  Telefonaktiebolaget Lm Ericsson  29 March 2022

Ericsson's Annual General Meeting 2022

 

Telefonaktiebolaget LM Ericsson's (NASDAQ:ERIC) Annual General Meeting (AGM)
was held on March 29, 2022. Due to COVID-19, the AGM 2022 was conducted
without the physical presence of shareholders, representatives and third
parties and the meeting was conducted as a digital meeting with online
participation. 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 2021.

 

Dividend

The proposed dividend of SEK 2.50 per share was approved by the AGM. The
dividend will be paid in two equal installments; SEK 1.25 per share with the
record date Thursday, March 31, 2022, and SEK 1.25 per share with the record
date Friday, September 30, 2022. Euroclear Sweden AB is expected to disburse
SEK 1.25 per share on Tuesday, April 5, 2022, and SEK 1.25 per share on
Wednesday, October 5, 2022.

 

Remuneration report

The AGM resolved to adopt the Board of Directors' remuneration report for
2021.

 

Discharge from liability

It was recorded that shareholders representing at least one tenth of all of
the shares in the Company voted against discharge from liability of the Board
of Directors and the President for the financial year 2021.

 

Board of Directors

The AGM elected Board members in accordance with the proposal of the
Nomination Committee. Ronnie Leten was re-elected as Chair of the Board and
Jon Fredrik Baksaas, Jan Carlson, Nora Denzel, Börje Ekholm, Eric A. Elzvik,
Kurt Jofs, Ronnie Leten, Kristin S. Rinne, Helena Stjernholm and Jacob
Wallenberg were re-elected as Board members. Carolina Dybeck Happe was elected
new Board member. It was also noted that the unions have appointed Torbjörn
Nyman, Anders Ripa and Kjell-Åke Soting employee representatives in the Board
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
4,375,000, and fees to other non-employee members of the Board, elected by the
AGM, of SEK 1,100,000 each. Fees for Committee work to non-employee members of
the Committees, elected by the AGM, were approved as follows: SEK 475,000 to
the Chair of the Audit and Compliance Committee and SEK 275,000 to each of
the other members of the Audit and Compliance Committee, SEK 205,000 to each
of the Chairs of the Finance Committee, the Remuneration Committee and the
Technology and Science Committee, and SEK 180,000 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, in the form
of synthetic shares.

 

Auditor

The AGM elected Deloitte AB as auditor for the period up until the end of the
AGM 2023.

 

Long-Term Variable Compensation Program (LTV)

Long-Term Variable compensation program 2022 (LTV 2022)

In accordance with the Board of Directors' proposals, the AGM resolved on
implementation of LTV 2022 for the members of the Executive Team (currently 15
individuals), comprising a maximum of 2 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
performance conditions are based on TSR (total shareholder return) development
during a three-year period (absolute TSR-development and relative
TSR-development), fulfilment of a Group Environmental Social and Governance
(ESG) performance criterion comprised of two equally weighted subcomponents
covering environmental and social aspects of ESG measured during a three-year
period and the 2022 Group EBIT (operating income) performance criterion. All
targets have a three-year vesting period. The Company has approximately 3.3
billion shares in issue. The 2 million B-shares covered by LTV 2022 correspond
to approximately 0.06 percent of the total number of outstanding shares.

 

Furthermore, the AGM resolved to approve the Board of Directors' proposal to
hedge the company's undertakings under LTV 2022 through an equity swap
agreement with a third party.

 

The Board of Directors' proposals on transfer of treasury stock, directed
share issue and acquisition offer under agenda item 16.2 and item 17 were
withdrawn.

 

Transfer of treasury stock for previously resolved LTV programs

The AGM resolved to approve the Board of Directors' proposal on transfer of
not more than 1.4 million B-shares on Nasdaq Stockholm prior to the AGM 2023
to cover certain expenses, mainly social security charges, which may occur in
relation to previously resolved and ongoing LTV programs; LTV 2019 and LTV
2020.

 

The AGM further resolved that the Company shall have the right to, in
conjunction with the delivery of vested shares under LTV 2019 and LTV 2020,
prior to the AGM in 2023, retain and sell no more than 60% of the vested
B-shares on Nasdaq Stockholm 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. Transfer of these shares shall be
made at a price within the, at each time, prevailing price interval for the
share.

 

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 March 29,
2022, amounts to 4,009,306 shares of series B, corresponding to 400,930.6
votes.

 

 

NOTES TO EDITORS:

 

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FOR FURTHER INFORMATION, PLEASE CONTACT:

 

Contact person

Peter Nyquist, Head of Investor Relations

Phone: +46 705 75 29 06

E-mail: peter.nyquist@ericsson.com (mailto:peter.nyquist@ericsson.com)

 

investor.relations@ericsson.com (mailto:investor.relations@ericsson.com)

(+46 10 719 00 00)

 

Media

media.relations@ericsson.com (mailto:media.relations@ericsson.com)

(+46 10 719 69 92)

 

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
(http://www.ericsson.com)

 

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