TIDM61QS
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 p resence 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
investor.relations@ericsson.com
(+46 10 719 00 00)
Media
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
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