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
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.
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.
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.
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.
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
 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
Ericsson Corporate Communications
Phone: +46 10 719 69 92
Ericsson Investor Relations
Phone: +46 10 719 00 00
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