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Ericsson's Annual General Meeting 2013

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STOCKHOLM, SWEDEN -- (Marketwire) -- 03/06/13 -- Telefonaktiebolaget LM Ericsson's AnnualGeneral Meeting of shareholders will beheld on Tuesday, April 9, 2013 at 3.00 p.m. at Kistamässan, ArneBeurlings Torg5, Kista/Stockholm.

The Nomination Committee proposes inter alia:

* Nora Denzel, Kristin Skogen Lund and Pär Östberg as newmembers of the Board of Directors after resigning Nancy McKinstry, Anders Nyrén andMichelangelo Volpi (item 9.3)

* Increase of the individual Board fee and of the fee to the Chairman ofthe Board of Directors and unchanged fees for work on the Committees of the Board of Directors (item 9.2)

The Board of Directors proposes inter alia:

* A dividend of SEK 2.75 per share (item 8.3)

* Continued Long-Term Variable Remuneration Program consisting of an all employee Stock Purchase Plan, a Key Contributor Retention Plan and an Executive Performance Stock Plan (item 11)

WELCOME TO TELEFONAKTIEBOLAGET LM ERICSSON'S ANNUAL GENERAL MEETING 2013

Telefonaktiebolaget LM Ericsson's shareholders are invited to participatein theAnnual General Meeting of Shareholders to be held on Tuesday, April 9, 2013at3.00 p.m. at Kistamässan, Arne Beurlings Torg 5, Kista/Stockholm.Registrationto 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, theSwedish securities registry, on Wednesday, April 3, 2013; and

* give notice of attendance to the Company at the latest on Wednesday,April 3, 2013. Notice of attendance can be given by telephone +46 (0)8 402 9054 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 Box 7835 SE-103 98 Stockholm Sweden




When giving notice of attendance, please state name, date of birth,address,telephone no. and number of attending assistants, if any.

The Annual General Meeting will be conducted in Swedish and simultaneouslyinterpreted into English.

Shares registered in the name of a nominee

In addition to giving notice of attendance, shareholders having theirsharesregistered in the name of a nominee, must request the nominee totemporarilyenter the shareholder into the share register as per Wednesday, April 3,2013,in order to be entitled to attend the Annual General Meeting. Theshareholdershould inform the nominee to that effect well before that day.

Proxy

Shareholders represented by proxy shall issue a power of attorney for therepresentative. A power of attorney issued by a legal entity must beaccompaniedby a copy of the entity's certificate of registration (should no suchcertificate exist, a corresponding document of authority must besubmitted). Inorder to facilitate the registration at the Annual General Meeting, thepower ofattorney in the original, certificate of registration and other documentsofauthority should be sent to the Company in advance to the address above forreceipt by Monday, April 8, 2013. Forms of power of attorney in Swedish andEnglish are available on Ericsson's website, www.ericsson.com.

Agenda

1. Election of the Chairman 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 auditors' report, theconsolidated accounts, the auditors' report on the consolidated accounts and the auditors' presentation of the audit work during 2012.

7. The President's speech and questions from the shareholders to theBoard of Directors and the management.

8. Resolutions with respect to

1. adoption of the income statement and the balance sheet, the consoli­dated income statement and the consolidated balancesheet;

2. discharge of liability for the members of the Board of Directorsand the President;

3. the appropriation of the profit in accordance with the approvedbalance sheet and determination of the record date for dividend.

9. Presentation of the proposals of the Nomination Committee, election ofthe Board of Directors etc.

1. Determination of the number of Board members and deputies of theBoard of Directors to be elected by the Annual General Meeting.

2. Determination of the fees payable to non-employed members of theBoard of Directors elected by the Annual General Meeting andnon-employed members of the Committees of the Board of Directors elected by the Annual General Meeting.

3. Election of the Chairman of the Board of Directors, other Boardmembers and deputies of the Board of Directors.

4. Determination of the fees payable to the auditor.

5. Election of auditor.

10. Resolution on the Guidelines for remuneration to Group Management.

11. Long-Term Variable Remuneration Program 2013.

1. Resolution on implementation of the Stock Purchase Plan.

2. Resolution on transfer of treasury stock for the Stock PurchasePlan.

3. Resolution on Equity Swap Agreement with third party in relationto the Stock Purchase Plan.

4. Resolution on implementation of the Key Contributor RetentionPlan.

5. Resolution on transfer of treasury stock for the Key Contributor Retention Plan.

6. Resolution on Equity Swap Agreement with third party in relationto the Key Contributor Retention Plan.

7. Resolution on implementation of the Executive Performance StockPlan.

8. Resolution on transfer of treasury stock for the ExecutivePerformance Stock Plan.

9. Resolution on Equity Swap Agreement with third party in relationto the Executive Performance Stock Plan.

12. Resolution on transfer of treasury stock in relation to theresolutions on the Long-Term Variable Remuneration Programs 2009, 2010, 2011 and2012.

13. Resolution on proposal from the shareholder Carl Axel Bruno to amendthe articles of association by adding the following wording to the sectionon the Board of Directors in the articles of association: "At least onefourth of the Directors on the Board of Directors shall be men and at leastone fourth of the Directors shall be women. The minimum number of proposedmen and the minimum number of proposed women shall be increased to thenext higher whole number."

14. Resolution on proposal from the shareholder Einar Hellbom that theAnnual General Meeting resolve to delegate to the Board of Directors toreview how shares are to be given equal voting rights and to present a proposalto that effect at the Annual General Meeting 2014.

15. Resolution on proposals from the shareholder Thorwald Arvidsson thatthe Annual General Meeting resolve to delegate to the Board of Directors:

1. to take necessary action to create a shareholders' association inthe company;

2. to write to the Government of Sweden, requesting a promptappointment of a commission instructed to propose legislation on theabolishment of voting power differences in Swedish limited liability companies;and

3. to prepare a proposal regarding board representation for the smalland midsize shareholders.

16. Closing of the Annual General Meeting.


Item 1 Chairman of the Annual General Meeting

The Nomination Committee proposes that Advokat Sven Unger be electedChairman ofthe Annual General Meeting of shareholders 2013.

Item 8.3 Dividend and record date

The Board of Directors proposes a dividend of SEK 2.75 per share andFriday,April 12, 2013, as record date for dividend. Assuming this date will be therecord day, Euroclear Sweden AB is expected to disburse dividends onWednesdayApril 17, 2013.

Item 9.1-9.3 Number of Board members and Deputies to be elected by theAnnualGeneral Meeting, Directors' fees, election of the Chairman and othermembers ofthe Board of Directors

The Nomination Committee, appointed in accordance with the Instruction fortheNomination Committee re­solved by the Annual General Meeting 2012, iscomposedof the Chairman of the Committee, Petra Hedengran (Investor AB), Carl-OlofBy(AB Industrivärden and Svenska Handelsbankens Pensionsstiftelse),Johan Held(AFA Försäkring), Marianne Nilsson (Swedbank Robur Fonder) andLeif Johansson(Chairman of the Board of Directors).

Item 9.1 Number of Board members and deputies of the Board of Directors tobeelected by the Annual General Meeting

According to the articles of association, the Board shall consist of nolessthan five and no more than twelve Board members, with no more than sixdeputies.The Nomination Committee proposes that the number of Board members electedbythe Annual General Meeting of shareholders remain twelve and that nodeputies beelected.

Item 9.2 Fees payable to non-employed members of the Board of Directorselectedby the Annual General Meeting and to non-employed members of the Committeesofthe Board elected by the Annual General MeetingThe Nomination Committee proposes that fees to non-employed Board memberselected by the Annual General Meeting and non-employed members of theCommitteesof the Board elected by the Annual General Meeting be paid as follows:

* SEK 3,850,000 to the Chairman of the Board of Directors (previouslySEK 3,750,000);

* SEK 900,000 each to the other Board members (previously SEK875,000);

* SEK 350,000 to the Chairman of the Audit Committee (unchanged);

* SEK 250,000 each to the other members of the Audit Committee (unchanged);

* SEK 200,000 each to the Chairmen of the Finance and theRemuneration Committee (unchanged); and

* SEK 175,000 each to the other members of the Finance and the Remuneration Committee (unchanged).

The Nomination Committee proposes that the individual fee to the Boardmembersand the fee to the Chairman of the Board of Directors be increased.Further, theNomination Committee proposes that the fees for work on the Committees oftheBoard be unchanged.

It is important that the Board fees are maintained at an appropriate leveltomake it possible to recruit the best possible competence to the Board ofDirectors of Ericsson. The Nomination Committee has compared the Board feesinEricsson with the Board fees in other Nordic and European companies as wellasBoard fees in certain U.S. high-tech companies. The Nomination Committeehasconcluded that compared with the Board fees in companies of equal size andcomplexity, Ericsson's Board fees are lower. When assessing the level offees itmust be considered that the Ericsson group has customers in more than 180countries and that sales amount to more than SEK 200 billion.

Against this background, the Nomination Committee considers well-justifiedtheproposed increases of the individual Board fee from SEK 875,000 to SEK900,000and of the fee to the Chairman of the Board from SEK 3,750,000 to SEK3,850,000.

The Nomination Committee considers that the fees for Committee work arereasonable, and proposes that these fees remain unchanged.

The proposal of the Nomination Committee implies all in all an increase ofthefees of less than 2.5 percent compared with the total fees to the Boardmembersfor Board and Committee work resolved by the Annual General Meeting 2012.

Fees in the form of synthetic shares

Background

With the purpose of further increasing the mutual interest in the CompanyofDirectors and shareholders, the Nomination Committee proposes that theDirectorsshould, as previously, be offered the possibility of receiving part of theBoardfees in the form of syn­thetic shares. A synthetic share constitutes aright toreceive payment of an amount which corresponds to the market value of ashare ofseries B in the Company on NASDAQ OMX Stockholm at the time of payment.

Proposal

The Nomination Committee therefore proposes that the Annual General Meetingofshare­holders 2013 resolve that part of the fees to the Directors, inrespect oftheir Board assignment (however, not in respect of Committee work), may bepaidin the form of synthetic shares, on the following terms and conditions.

* A nominated Director shall be able to choose to receive the fee inrespect of his or her Board assignment, according to the following four alternatives:

i. 25 percent in cash - 75 percent in synthetic shares

ii. 50 percent in cash - 50 percent in synthetic shares

iii. 75 percent in cash - 25 percent in synthetic shares

iv. 100 percent in cash.

* The number of synthetic shares to be allocated shall be valued to anaverage of the market price of shares of series B in the Company on NASDAQ OMX Stockholm during a period of five trading days immediately followingthe publication of Ericsson's interim report for the first quarter of 2013.The synthetic shares are vested during the term of office, with 25 percentper quarter of the year.

* The synthetic shares give a right to, following the publication of Ericsson's year-end financial statement in 2018, receive payment of acash amount per synthetic share corre­sponding to the market price ofshares of series B in the Company at the time of payment.

* An amount corresponding to dividend in respect of shares of series B inthe Company, resolved by the Annual General Meeting during the holdingperiod, shall be disbursed at the same time as the cash amount.

* Should the Director's assignment to the Board of Directors come to anend no later than dur­ing the third calendar year after the year in whichthe Annual General Meeting re­solved on allocation of the syntheticshares, payment may take place the year after the assignment came to an end.

* The number of synthetic shares may be subject to recalculation in theevent of bonus issues, split, rights issues and similar measures, under theterms and conditions for the synthetic shares.

The complete terms and conditions for the synthetic shares are described inExhibit 1 to the Nomination Committee's proposal.

The financial differ­ence for the Company, should all Directorsreceive part oftheir fees in the form of synthetic shares compared with the fees beingpaid incash only, is assessed to be very limited.

Item 9.3 Election of the Chairman of the Board of Directors, other Boardmembersand deputies of the Board of DirectorsNancy McKinstry, Anders Nyrén and Michelangelo Volpi have declinedre-election.The Nomination Committee proposes that the following persons be electedBoardmembers:

Chairman of the Board:

re-election: Leif Johansson.

Other Board members:

re-election: Roxanne S. Austin, Sir Peter L. Bonfield, Börje Ekholm,AlexanderIzosimov, Ulf J. Johansson, Sverker Martin-Löf, Hans Vestberg andJacobWallenberg; and

new election: Nora Denzel, Kristin Skogen Lund and Pär Östberg.


+-------------------------------------------------------------------------+|Nora Denzel || ||Born 1962. Master of Science in Business Administration, Santa Clara ||University, USA. Bachelor of Science in Computer Science, State ||University of New York, USA. || ||Board member: Coinstar, Inc., FirstRain Software, Saba Software, the ||Anita Borg Institute and YWCA of Santa Clara County. || ||Holdings in Ericsson:* None. || ||Principal work experience and other information: Senior Vice President ||for Big Data, Social Design and Marketing at Intuit 2011-2012 and Senior ||Vice President, Small Business Payroll Division at Intuit 2008-2011. ||Previous positions include Senior Vice President and General Manager of ||Hewlett-Packard's (HP) global software business and other positions ||within HP, Senior Vice President of product operations at Legato Systems ||Inc. (now a part of EMC) and a number of positions within IBM. || ||Kristin Skogen Lund || ||Born 1966. Master of Business Administration, INSEAD, France; Bachelor ||in International Studies and Business Administration, University of ||Oregon, USA. || ||Board member: None. || ||Holdings in Ericsson:* None. || ||Principal work experience and other information: Director General of the ||Confederation of Norwegian Enterprise (NHO) since 2012. Executive Vice ||President and Head of Digital Services and Broadcast and Executive Vice ||President and Head of Nordic Region, Group Executive Management at ||Telenor 2010-2012. Previous positions include Chief Executive Officer and||Commercial Director at Aftenposten, Chief Executive Officer at Scanpix, ||Managing Director and Editor in Chief at Scandinavia Online, and several ||positions at the Coca-Cola Company, Unilever and Norges Eksportråd. || ||Pär Östberg || ||Born 1962. Master of Business Administration, Gothenburg School of ||Economics, Gothenburg, Sweden || ||Board member: None. || ||Holdings in Ericsson:* None. || ||Principal work experience and other information: Executive Vice President||of AB Industrivärden since 2012. Executive Vice President at Volvo ||Group Truck Joint Ventures between January 2012 and October 2012. Several||senior managerial positions within the Volvo group including Senior Vice ||President and President Trucks Asia at AB Volvo, Chairman of the Board of||VE Commercial Vehicles Ltd, Senior Vice President and CFO at AB Volvo, ||CFO at Volvo Trucks France and senior positions at Volvo Treasury Asia ||Ltd, Singapore and Volvo Treasury Europe AB. Previous positions also ||include Senior Vice President, CFO at Renault Trucks and positions within||Renault Crédit International (RCI) and Renault SA. || ||*The number of shares reflects ownership as of March 1, 2013 and includes||holdings by related natural or legal persons, as well as holdings of any ||ADS, if applicable. |+-------------------------------------------------------------------------+




In the composition of the Board of Directors, the Nomination Committeeconsiders, among other things, necessary experience and competence but alsothevalue of diversity, gender balance and renewal, and assesses theappropriatenessof the number of members of the Board.

In its appraisal of qualifications and performance of the individual Boardmembers, the Nomination Committee takes into account the competence andexperience of each indi­vidual member along with the individualmember'scontribution to the Board work as a whole. The Nomination Committeeconsiders itimportant that Board members can devote the necessary time and carerequired tofulfill their tasks as Board members in Ericsson, and has therefore alsofamiliarized itself with the proposed Board members' engagements outside ofEricsson and the time they require.

The Nomination Committee has further thoroughly familiarized itself withtheBoard work and the work of individual Board members. The NominationCommittee isof the opinion that the current Board is well functioning and that theBoardfulfils high expectations in terms of composition and expertise. All Boardmembers contribute meritoriously with their respective expertise. NancyMcKinstry. Anders Nyrén and Michelangelo Volpi have however notifiedtheirintention to leave the Board after several years on Ericsson's Board ofDirectors.

The Nomination Committee proposes that Nora Denzel, Kristin Skogen Lund andPärÖstberg be elected new Board members. Information regarding theproposed Boardmembers is presented in Exhibit 2 to the Nomination Committee's proposal.It isthe Nomination Committee's assessment that each of the proposed Boardmembers,with their respective experiences, will add valuable expertise to the Boardandthat they are therefore well suited as Board members in Ericsson. It couldbespecifically mentioned that Nora Denzel has industrial experience ofrelevanceto Ericsson within among other things software and technologicaldevelopment,that Kristin Skogen Lund has broad experience, of value for Ericsson,within themedia industry, among other things with respect to content distribution,andthat Pär Östberg has solid financial experience and knowledgewith focus inAsia, an important market for Ericsson.

Information regarding proposed Board members

Information regarding all the proposed Board members is presented inExhibit 2to the Nomination Committee's proposal.

Independence of Board members

The Nomination Committee has made the following assessments in terms ofapplicable Swedish independence requirements:


i. The Nomination Committee considers that at least the following Board members are independ­ent of the Company and its senior management: a. Roxanne S. Austin b. Sir Peter L. Bonfield c. Nora Denzel d. Börje Ekholm e. Alexander Izosimov f. Leif Johansson g. Ulf J. Johansson h. Kristin Skogen Lund i. Pär Östberg ii. From among the Board members reported in (i) above, the Nomination Committee considers that at least the following are independent of the Company's major shareholders: a. Roxanne S. Austin b. Sir Peter L. Bonfield c. Nora Denzel d. Alexander Izosimov e. Leif Johansson f. Ulf J. Johansson g. Kristin Skogen Lund




Moreover, the Nomination Committee considers that at least the followingBoardmembers are independent in respect of all applicable independencerequirements:

a. Roxanne S. Austin

b. Sir Peter L. Bonfield

c. Nora Denzel

d. Alexander Izosimov

e. Leif Johansson

f. Ulf J. Johansson

g. Kristin Skogen Lund

Item 9.4 Fees payable to the auditor

The Nomination Committee proposes, like previous years, that the auditorfees bepaid against approved account.

Item 9.5 Election of auditor

The Nomination Committee proposes that the company should have oneregisteredpublic accounting firm as auditor and that PricewaterhouseCoopers AB beappointed auditor for the period as of the end of the Annual GeneralMeeting2013 until the end of the Annual General Meeting 2014.

Item 10 Guidelines for remuneration to Group ManagementThe Board of Directors proposes that the Annual General Meeting resolve onthefollowing guidelines for remuneration to Group Management for the period uptothe 2014 Annual General Meeting. Compared to the guidelines resolved by the2012 Annual General Meeting, these guidelines have been amended to enableconsecutive time limited arrangements according to the third paragraph.Further,information on estimated costs for variable remuneration has been removedfromthe guidelines and is instead appended to the proposal.

Guidelines for remuneration to Group Management

For Group Management consisting of the Executive Leadership Team, includingthePresident and CEO, total remuneration consists of fixed salary, short- andlong-term variable remuneration, pension and other benefits.

The following guidelines apply for the remuneration to the ExecutiveLeadershipTeam:

* Variable remuneration is through cash and stock-based programs awarded against specific business targets derived from the long term businessplan approved by the Board of Directors. Targets may include financialtargets at either Group or unit level, operational targets, employee engagementtargets and customer satisfaction targets.

* All benefits, including pension benefits, follow the competitivepractice in the home country taking total compensation into account. The retirementage is normally 60 to 65 years of age.

* By way of exception, additional arrangements can be made when deemed necessary. An additional arrangement can be renewed but each such arrangement shall be limited in time and shall not exceed a period of36 months and twice the remuneration that the individual concerned wouldhave received had no additional arrangement been made.

* The mutual notice period may be no more than six months. Upontermination of employment by the Company, severance pay amounting to a maximum of 18months fixed salary is paid. Notice of termination given by the employee dueto significant structural changes, or other events that in a determiningmanner affect the content of work or the condition for the position, isequated with notice of termination served by the Company.

+-------------------------------------------------------------------------+|Appendix to proposal on Guidelines for remuneration to Group Management. || ||Details of our Remuneration Policy and how we deliver on our policy and ||guidelines, including information on previously decided long term ||variable remuneration that has not yet become due for payment, can be ||found in the Remuneration Report and in Note C28, "Information regarding ||Members of the Board of Directors, the Group Management and Employees" in||the annual report 2012. || ||With the current composition of the Executive Leadership Team, the ||Company's cost during 2013 for variable remuneration to the Executive ||Leadership Team can, at a constant share price, be estimated to amount to||between 0 and 200 percent of the aggregate fixed salary cost, all ||excluding social security costs. |+-------------------------------------------------------------------------+




Item 11.1-11.9 Long-Term Variable Remuneration Program 2013 (LTV 2013)includingthe Board of Directors' proposal for resolutions on implementation of anallemployee Stock Purchase Plan, a Key Contributor Retention Plan and anExecutivePerformance Stock Plan and, under each plan respectively, transfer oftreasurystock

The LTV program is an integral part of the Company's remuneration strategy,inparticular the Board of Directors wishes to encourage all employees tobecomeand remain shareholders and the leadership to build significant equityholdings.Following the Board of Directors' annual evaluation of total remunerationandongoing programs, it proposes to make no changes to the structure ofEricsson'sLong-Term Variable Remuneration Program.

It is anticipated that the LTV 2013 will require up to 32.2 million shares,corresponding to a dilution of up to 1 percent of the total number ofoutstanding shares, at a cost between SEK 1,105 million and SEK 2,115millionunevenly distributed over the years 2013-2017. The number of shares coveredbyongoing programs as per 31 December, 2012, amounts to approxi­mately61 millionshares, corresponding to approximately 1.89 percent of the number ofout­standing shares.

Three plans

The LTV 2013 builds on a common platform, but consists of three separateplans.

The Stock Purchase Plan is an all employee plan and is designed to createanincen­tive for all employees to become shareholders. The aim is tosecurecommitment to long-term value creation throughout Ericsson.

The Key Contributor Retention Plan is part of Ericsson's talent strategyand isdesigned to ensure long-term retention of top-talent with critical skillsvitalto Ericsson's future performance. Up to ten percent of the Company'semployeesare defined as "key contribu­tors", based on a rigorous selectionprocessincorporating elements such as individ­ual performance, possession ofcriticalskills and future poten­tial. The Remuneration Committee of the BoardofDirectors monitors the selection process and nominations for bias offactorssuch as seniority, gender, age and frequency of award.

The Executive Performance Stock Plan is designed to encourage long-termvaluecreation in alignment with share­holders' interests. The plan isoffered to adefined group of senior managers, up to 0.5 percent of the total employeepopulation. The aim is to attract, retain and motivate executives in acompetitive market through performance-based share related incentives andtoencourage the build-up of significant equity stakes.

The Executive Performance Stock Plan 2011 introduced three new performancemeasures of Net Sales Growth, Operating Income Growth and Cash Conversiontobetter reflect the business strategy and long term value creation of theCompany. The Executive Performance Stock Plan 2012 includes the samecriteriaand it is proposed that the Executive Performance Stock Plan 2013 shallhave thesame performance criteria for the period 2013 - 2015.

The three performance criteria for the Executive Performance Stock Plan2013are:

* Net Sales Growth: Up to one third of the award will vest if thecompound annual growth rate of consolidated net sales is between 2 and 8 percent comparing 2015 financial results to 2012, which corresponds toconsolidated sales of SEK 241.7 billion and SEK 286.9 billion for the financial year 2015.

* Operating Income Growth: Up to one third of the award will vest if the compound annual growth rate of consolidated operating income is between5 and 15 percent comparing 2015 financial results to 2012, whichcorresponds to operating income of SEK 21.4 billion and SEK 28.1 billion for the financial year 2015.

* Cash Conversion: Up to one third of the award will vest if cashconversion is at or above 70 percent during each of the years 2013-2015 andvesting one ninth of the total award for each year the target is achieved.Financing

The Board of Directors has considered different financing methods fortransferof shares to employees under the LTV 2013, such as transfer of treasurystockand an equity swap agree­ment with a third party.

The Board of Directors considers transfer of treasury stock as the mostcostefficient and flexible method to transfer shares under the LTV 2013.

Costs

The total effect on the income statement of the LTV 2013, includingfinancingcosts, is estimated to range between SEK 1,105 million and SEK 2,115millionunevenly distrib­uted over the years 2013-2017. The costs constitute3.3 percentof Ericsson's total remuneration costs 2012, including social securityfees,amounting to SEK 64 billion.

The calculations are conservative and based on assumptions of presentparticipation rate in the Stock Purchase Plan and full participation in theKeyContributor Retention Plan and the Executive Performance Stock Plan, atmaximumcontribution levels and with maximum vesting levels for the latter plan.

Costs affecting the income statement, but not the cash flowCompensation costs, corresponding to the value of matching sharestransferred toemploy­ees, are estimated to range between SEK 1,002 million and SEK1,296million, depend­ing on the fulfillment of the performance targets oftheExecutive Performance Stock Plan.[1] The compensation costs are distributedoverthe LTV 2013 period, i.e. 2013-2017.Social security charges as a result of transfer of shares to employeesdepend onthe performance against the Executive Performance Stock Plan targets andbasedon an assumed average share price at match­ing between SEK 30 and SEK175, thecosts are estimated to range between SEK 103 million and SEK 819 million.Thesocial security costs are expected to occur mainly during 2016-2017.

Costs affecting the income statement and the cash flow

Plan administration costs have been estimated to SEK 10 million,distributedover the LTV 2013 period, i.e. 2013-2017.

The administration cost for transfer of shares by way of an equity swapagreement is estimated to approximately SEK 183 million.

Dilution

The Company has approximately 3.3 billion shares in issue. As per 31December,2012, the Company held 85 million shares in treasury. The number of sharesallocated to ongoing programs as per 31 December, 2012, amounts toapproxi­mately 61 million shares, corresponding to approximately 1.89percent ofthe number of out­standing shares. However, it is not likely that allsharesallocated for ongoing programs will be required. In order to implement theLTV2013, a total of up to 32.2 million shares are required, which correspondstoapproxi­mately 1 percent of the total number of outstanding shares.The effecton important key figures is only marginal.

Proposals

The Long-Term Variable Remuneration Program 2013

The Board of Directors proposes that the Annual General Meeting resolve ontheimplementation of (1) a Stock Purchase Plan, (2) a Key ContributorRetentionPlan, and (3) an Executive Performance Stock Plan.

In order to implement the LTV 2013, the Board of Directors proposes that nomorethan in total 26,600,000 shares of series B in Telefonaktiebolaget LMEricsson(hereinafter referred to as "the Company" or "Ericsson") may be transferredtoemployees in the Ericsson Group and, moreover, that 5,600,000 shares may besoldon NASDAQ OMX Stockholm in order to cover, inter alia, social securitypayments.

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.

If the shares purchased in accordance with the terms and conditions of theStockPurchase Plan are retained by an employee for three years from theinvestmentdate and the employment with the Ericsson Group continues during that time,theemployee will be entitled to an additional matching share, free ofcon­sideration, for every share purchased, in addition to the regularmatchingof one share.

Participation in the Key Contributor Retention Plan presupposes that suchparticipa­tion is legally possible in the various jurisdictionsconcerned andthat the administrative costs and financial efforts are reasonable in theopinion of the Company. The Board of Directors shall however be entitled,butnot obligated, to arrange for an alternative cash plan for key contributorsinspecific jurisdictions, should any of the aforementionedpre­suppositions provenot to be at hand. Such alterna­tive cash plan shall, as far aspracti­calcorrespond to the terms and condi­tions of the Key ContributorRetention Plan.

Item 11.5 Transfer of treasury stock for the Key Contributor Retention Plan

a) Transfer of treasury stock to employeesTransfer of no more than 8,700,000 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 KeyContributor Retention Plan. Furthermore, subsidiaries within the Ericsson Groupshall have the right to acquire shares, free of consideration, and such subsidiaries shall be obli­gated to immediately transfer, free of consideration, shares to their employees covered by the terms andconditions of the Key Contributor Retention 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 Key Contributor Retention Plan, i.e. during theperiod from November 2013 up to and including November 2017.

* Employees covered by the terms and conditions of the Key Contributor Retention Plan 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 1,700,000 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 11.6 Equity Swap Agreement with third party in relation to the KeyContributor Retention Plan

In the event that the required majority is not reached under item 11.5above,the finan­cial exposure of the Key Contributor Retention Plan shall behedged bythe Company entering into an equity swap agreement with a third party,underwhich the third party shall, in its own name, acquire and transfer sharesin theCompany to employees covered by the Key Contributor Retention Plan.

Item 11.7 Implementation of the Executive Performance Stock Plan

In addition to the regular matching of shares pursuant to the StockPurchasePlan described above, senior managers, up to 0.5 percent of the employees(presently approximately 500 persons, although it is anticipated that thenumberof participants will be lower) will be offered an additional matching ofshares,free of consideration, within the Executive Performance Stock Plan.

If the shares purchased in accordance with the terms and conditions of theStockPurchase Plan are retained by an employee for three years from theinvestmentdate and the employment with the Ericsson Group continues during that time,theemployee will be entitled to the following matching of shares, free ofcon­sidera­tion, in addition to the regular matching of oneshare:

* The President may be entitled to an additional performance match ofup to nine shares for each one purchased.

* Other senior managers may be entitled to an additional performancematch of up to either four or six shares for each one purchased.

The nomination of senior managers will be on the basis of position,seniorityand per­formance at the discretion of the Remuneration Committee,which willapprove partici­pation and matching share opportunity.

The terms and conditions of the additional performance match under theExecutivePerformance Stock Plan will be based on the outcome of three targets, whichareindependent of each other and have equal weighting. The three targets are:

* Up to one third of the award shall vest provided the compound annualgrowth rate (CAGR) of consolidated net sales between year 0 (2012 financialyear) and year 3 (2015 financial year) is between 2 and 8 percent, which corresponds to consolidated sales of SEK 241.7 billion and SEK 286.9billion for the financial year 2015. Matching will begin at a threshold levelof 2 percent CAGR and increase on a linear scale to full vesting of thisthird of the award at 8 percent CAGR.

* Up to one third of the award shall vest provided the compound annualgrowth rate (CAGR) of consolidated operating income between year 0 (2012financial year) and year 3 (2015 financial year) is between 5 and 15 percent,which corresponds to consolidated operating income of SEK 21.4 billion andSEK 28.1 billion for the financial year 2015. For the purpose ofestablishing the Operating Income Growth base, the non-cash charge for ST-Ericsson,has been excluded from the consolidated financial results for 2012.Matching will begin at a threshold level of 5 percent CAGR and increase on alinear scale to full vesting of this third of the award at 15 percent CAGR.

* Up to one third of the award will be based on the cash conversionduring each of the years during the performance period, calculated as cashflow from operating activities divided by net income reconciled to cash. One ninth of the total award will vest for any year, i.e. financial years 2013, 2014 and 2015, if cash conversion is at or above 70 percent.

The Board of Directors considers that long-term value creation will bereflectedin the success of these targets, aligning executives with long-termshareholderinterests. There will be no alloca­tion of shares if none of thethresholdlevels have been achieved, i.e. CAGR is less than 2 percent for net salesandless than 5 percent for operating income, and a 70 percent cash conversionhasnot been achieved during the performance period. The minimum matching atthethreshold levels is 0. The maxi­mum number of performance matchingshares - 4shares, 6 shares and 9 shares respectively - will be allocated if themaximumperformance levels of CAGR of 8 percent for net sales and 15 percent foroperating income have been achieved, or exceeded, and a cash conversion of70percent or more has been achieved each year during the period.

Before the number of performance shares to be matched are finallydetermined,the Board of Directors shall examine whether the performance matching isreasonable con­sidering the Company's financial results and position,conditionson the stock market and other circumstances, and if not, as determined bytheBoard of Directors, reduce the number of performance shares to be matchedto thelower number of shares deemed appropriate by the Board of Directors. Whenundertaking its evaluation of performance outcomes the Board of Directorswillconsider, in particular, the impact of larger acquisitions, divestitures,thecreation of joint ventures and any other significant capital event on thethreetargets on a case by case basis.

Item 11.8 Transfer of treasury stock for the Executive Performance StockPlan

a) Transfer of treasury stock to employeesTransfer of no more than 6,000,000 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 Executive Performance Stock Plan. Furthermore, subsidiaries within the EricssonGroup shall have the right to acquire shares, free of consideration, and such subsidiaries shall be obli­gated to immediately transfer, free of consideration, shares to their employees covered by the terms andconditions of the Executive Performance Stock 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 Executive Performance Stock Plan, i.e. duringthe period from November 2013 up to and including November 2017.

* Employees covered by the terms and conditions of the ExecutivePerformance Stock Plan 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 GeneralMeeting in 2014, transfer no more than 1,500,000 shares of series B in theCompany, in order to cover certain expenses, mainly social security payments.Transfer of the shares shall be effected on NASDAQ OMX Stockholm at a pricewithin the at each time prevailing price interval for the share.

Item 11.9 Equity Swap Agreement with third party in relation to theExecutivePerformance Stock Plan

In the event that the required majority is not reached under item 11.8above,the finan­cial exposure of the Executive Performance Stock Plan shallbe hedgedby the Company entering into an equity swap agreement with a third party,underwhich the third party shall, in its own name, acquire and transfer sharesin theCompany to employees covered by the Executive Performance Stock Plan.

Majority rules

The resolutions of the Annual General Meeting implementation of the threeplansaccording to items 11.1, 11.4 and 11.7 above require that more than half ofthevotes cast at the Annual General Meeting approve the proposals. The AnnualGeneral Meeting's resolutions on transfers of treasury stock to employeesand onan exchange accord­ing to items 11.2, 11.5 and 11.8 above, shall beadopted asone resolution for each of the three items, and require that shareholdersrepresenting at least nine-tenths of the votes cast as well as the sharesrepresented at the Annual General Meeting approve the proposals. A validresolution in accordance with the proposals for an equity swap agreementunderitems 11.3, 11.6 and 11.9 above requires that more than half of the votescastat the Annual General Meeting approve the proposals.

Description of ongoing variable remuneration programs

The Company's ongoing variable remuneration programs are described indetail inthe Annual Report 2012 in the note to the Consolidated FinancialStatements,Note C28 and on the Company's website. The Remuneration Report published intheAnnual Report outlines how the Company implements its remuneration policyinline with the Swedish Corporate Governance Code.

Item 12 The Board of Directors' proposal for resolution on transfer oftreasurystock in relation to the resolutions on the Long-Term Variable RemunerationPrograms 2009, 2010, 2011 and 2012

Background

The Annual General Meetings 2009, 2010, 2011 and 2012 resolved on a rightforthe Company to transfer in total not more than 18,200,000 shares of seriesB inthe Company on a stock exchange to cover certain payments, mainly socialsecurity charges, which may occur in relation to the Long-Term VariableRemuneration Programs 2009, 2010, 2011 and 2012.

Each resolution has for legal reasons only been valid up to the followingAnnualGeneral Meeting. Resolutions on transfer of treasury stock for the purposeofthe above mentioned plan and programs have therefore been repeated at thesubsequent Annual General Meeting.

In accordance with the resolutions on transfer of in total not more than18,200,000 shares,

521,100 shares of series B have been transferred up to March 1, 2013.

Proposal

The Board of Directors proposes that the Annual General Meeting resolvethat theCompany shall have the right to transfer, prior to the Annual GeneralMeeting2014, not more than 17,678,900 shares of series B in the Company, or thelowernumber of shares of series B, which as per April 9, 2013 remains of theoriginal18,200,000 shares, for the purpose of covering certain payments, primarilysocial security charges that may occur in relation to the Long-TermVariableRemuneration Programs 2009, 2010, 2011 and 2012. Transfer of shares shallbeeffected on NASDAQ OMX Stockholm at a price within the, at each time,prevailingprice interval for the share.

Majority rules

The resolution of the Annual General Meeting on a transfer of treasurystock requires that shareholders holding at leasttwo-thirds of the votes cast aswellas the shares represented at the Annual General Meeting vote in favor oftheproposal.

Items 13 - 15 Proposals from shareholders

The proposals are set out in the agenda.

Majority rules

The resolution of the Annual General Meeting to amend the articles ofassociation under item 13 requires that shareholders representing at leasttwo-thirds of the votes cast as well as the shares represented at the AnnualGeneralMeeting vote in favor of the proposal. The resolutions of the AnnualGeneralMeeting under items 14 and 15.1 - 15.3 require a majority of more than halfofthe votes cast at the meeting.

Shares and votes

There are in total 3,305,051,735 shares in the Company; 261,755,983 sharesofseries A and 3,043,295,752 shares of series B, corresponding to in totalapproximately 566,085,558 votes. The Company's holding of treasury stockamountsto 82,354,366 shares of series B, corresponding to 8,235,436.6 votes.

Information at the Annual General Meeting

The Board of Directors and the President shall, if any shareholder sorequestsand the Board of Directors believes that it can be done without materialharm tothe Company, provide information regarding circumstances that may affecttheassessment of an item on the agenda and circumstances that can affect theassessment of the Company's or its subsidiaries' financial situation andtheCompany's relation to other companies within the Group.

Documents

The complete proposals of the Nomination Committee with respect to Items 1and9 above, including Exhibit 1 and 2 to the Nomination Committee's proposals,andthe proposals from shareholders (in original language) under items 13 - 15,areavailable at the Company's website www.ericsson.com and will be sent toshareholders upon request. In respect of all other items, completeproposals areprovided under the respective item in the Notice.

The Annual Report and the Auditor's Report as well as the Auditor's reportregarding Guidelines for remuneration to Group Management will be madeavailableat the Company and posted on the Company's website www.ericsson.com nolaterthan three weeks prior to the Annual General Meeting. The documents will besentto shareholders upon request.

Stockholm, March 2013

THE BOARD OF DIRECTORS

[1] The compensation costs for an alternative Key Contributor RetentionCashProgram may vary depending on the development of the stock price during thequalifying period. This has been disregarded in the calculations sincethesecosts represent a minor part of the overall compensation costs.

Notice to Annual General Meeting 2013 :http://hugin.info/1061/R/1683132/550787.pdf

This announcement is distributed by Thomson Reuters on behalf ofThomson Reuters clients. The owner of this announcement warrants that:

(i) the releases contained herein are protected by copyright and other applicable laws; and

(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Ericsson via Thomson Reuters ONE

[HUG#1683132]



Ericsson Corporate Communications
Phone: +46 10 719 69 92

Ericsson Investor Relations
Phone: +46 10 719 00 00



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