* 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. |+-------------------------------------------------------------------------+



