Ericsson's Annual General Meeting 2023
Ericsson held its Annual General Meeting (AGM) on March 29, 2023, in Stockholm, where key resolutions were made. The Profit and Loss Statements and Balance Sheets for 2022 were adopted, and a proposed dividend of SEK 2.70 per share was approved, to be paid in two installments. New board members were elected, including Jan Carlson as Chair. The AGM also approved two Long-Term Variable Compensation Programs, allocating a maximum of 4.1 million B-shares for executives and 5.9 million B-shares for other employees. Financial oversight will continue with Deloitte AB as auditor until the next AGM.
- Approval of a total dividend of SEK 2.70 per share, enhancing shareholder returns.
- Election of new board members, including Jan Carlson as the new Chair, indicating potential for strategic renewal.
- Implementation of Long-Term Variable Compensation Programs, aligning executive incentives with shareholder value.
- Shareholders voted against discharge from liability for some board members, raising governance concerns.
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
Remuneration report
The AGM resolved to adopt the Board of Directors' remuneration report for 2022.
Discharge from liability
The AGM resolved to discharge
Board of Directors
The AGM elected Board members in accordance with the proposal of the Nomination Committee.
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
The AGM approved the Nomination Committee's proposal to enable payment of part of the fees to the members of the
Auditor
The AGM re-elected
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
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
NOTES TO EDITORS:
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FOR FURTHER INFORMATION, PLEASE CONTACT:
Contact persons
Phone: +46 705 75 29 06
E-mail: peter.nyquist@ericsson.com
Media
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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
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