The Board of Directors proposes that the Annual General Meeting resolve inaccordance with the proposals set out below.
Item 11.1 Implementation of the Stock Purchase Plan
All employees within the Ericsson Group, except for what is mentioned inthefourth paragraph below, will be offered to participate in the StockPurchasePlan.
Employees who participate in the Stock Purchase Plan shall, during a 12monthperiod from the implementation of the plan, be able to invest up to 7.5percentof gross fixed salary in shares of series B in the Company on NASDAQ OMXStockholm or in ADSs on NASDAQ New York. The CEO shall have the right toinvestup to 10 percent of gross fixed salary and 10 percent of short termvariableremuneration for purchase of shares.
If the purchased shares are retained by the employee for three years fromtheinvestment date and the employment with the Ericsson Groupcontinues duringthat time, the employee will be given a corresponding number of shares ofseriesB or ADSs, free of consideration.
Participation in the Stock Purchase Plan presupposes that suchparticipation islegally possible in the various jurisdictions concerned and that theadministrative costs and financial efforts are reasonable in the opinion oftheCompany.
Item 11.2 Transfer of treasury stock for the Stock Purchase Plan
a) Transfer of treasury stock to employeesTransfer of no more than 11,900,000 shares of series B in the Company mayoccuron the following terms and conditions:
* The right to acquire shares shall be granted to such persons within the Ericsson Group covered by the terms and conditions of the StockPurchase Plan. Furthermore, subsidiaries within the Ericsson Group shall havethe right to acquire shares, free of consideration, and such subsidiariesshall be obligated to immediately transfer, free of consideration,shares to their employees covered by the terms and conditions of the StockPurchase Plan.
* The employee shall have the right to receive shares during the periodwhen the employee is entitled to receive shares pursuant to the terms and conditions of the Stock Purchase Plan, i.e. during the periodfrom November 2013 up to and including November 2017.
* Employees covered by the terms and conditions of the Stock PurchasePlan shall receive shares of series B in the Company, free of consideration.
b) Transfer of treasury stock on an exchange
The Company shall have the right to, prior to the Annual General Meeting in2014, transfer no more than 2,400,000 shares of series B in the Company, inorder to cover certain expenses, mainly social security payments. Transferofthe shares shall be effected on NASDAQ OMX Stockholm at a price within theateach time prevailing price interval for the share.
Item 11.3 Equity Swap Agreement with third party in relation to the StockPurchase Plan
In the event that the required majority is not reached under item 11.2above,the financial exposure of the Stock Purchase Plan shall be hedged bytheCompany entering into an equity swap agreement with a third party, underwhichthe third party shall, in its own name, acquire and transfer shares in theCompany to employees covered by the Stock Purchase Plan.
Item 11.4 Implementation of the Key Contributor Retention Plan
In addition to the regular matching of one share pursuant to the StockPurchasePlan described above, up to 10 percent of the employees (presentlyapproximately10,000 persons) are selected as key contributors and will be offeredadditionalmatching shares, free of consideration, within the Key ContributorRetentionPlan.
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