Ericsson's Annual General Meeting 2012
(firmenpresse) - STOCKHOLM, SWEDEN -- (Marketwire) -- 03/23/12 --
Telefonaktiebolaget LM Ericsson's Annual General Meeting of Shareholders
will be
held on Thursday, May 3, 2012 at 3.00 p.m. at Kistamässan, Arne
Beurlings Torg
5, Kista/Stockholm.
The Nomination Committee proposes inter alia:
The Board of Directors proposes inter alia:
Welcome to Telefonaktiebolaget LM Ericsson's Annual General Meeting 2012
Telefonaktiebolaget LM Ericsson's shareholders are invited to participate
in the
Annual General Meeting of Shareholders to be held on Thursday, May 3, 2012
at
3.00 p.m. at Kistamässan, Arne Beurlings Torg 5, Kista/Stockholm.
Registration
to the Meeting starts at 1.30 p.m.
Registration and notice of attendance
Shareholders who wish to attend the Meeting must
When giving notice of attendance, please state name, date of birth,
address,
telephone no. and number of attending assistants, if any.
The Meeting will be conducted in Swedish and simultaneously interpreted
into
English.
Shares registered in the name of a nominee
In addition to giving notice of attendance, shareholders having their
shares
registered in the name of a nominee, must request the nominee to
temporarily
enter the shareholder into the share register as per Thursday, April 26,
2012,
in order to be entitled to attend the Meeting. The shareholder should
inform the
nominee to that effect well before that day.
Proxy
Shareholders represented by proxy shall issue a power of attorney for the
representative. A power of attorney issued by a legal entity must be
accompanied
by a copy of the entity's certificate of registration (should no such
certificate exist, a corresponding document of authority must be
submitted). In
order to facilitate the registration at the Meeting, the power of attorney
in
the original, certificate of registration and other documents of authority
should be sent to the Company in advance to the address above for receipt
by
Wednesday, May 2, 2012. Forms of power of attorney in Swedish and English
are
available on Ericsson's website, .
Agenda
1 Election of the Chairman of the Meeting.
2 Preparation and approval of the voting list.
3 Approval of the agenda of the Meeting.
4 Determination whether the Meeting has been properly convened.
5 Election of two persons approving the minutes.
6 Presentation of the annual report, the auditors' report, the
consolidated
accounts, the auditors' report on the consolidated accounts and the
auditors'
presentation of the audit work during 2011.
7 The President's speech and questions from the shareholders to the Board
of
Directors and the management.
8 Resolutions with respect to
8.1 adoption of the income statement and the balance sheet, the
consolidated
income statement and the consolidated balance sheet;
8.2 discharge of liability for the members of the Board of Directors and
the
President;
8.3 the appropriation of the profit in accordance with the approved
balance
sheet and determination of the record date for dividend.
9 Presentation of the proposals of the Nomination Committee, election of
the
Board of Directors etc.
9.1 Determination of the number of Board members and Deputies of the
Board of
Directors to be elected by the Meeting.
9.2 Determination of the fees payable to non-employed members of the
Board of
Directors elected by the Meeting and non-employed members of the Committees
of
the Board of Directors elected by the Meeting.
9.3 Election of the Chairman of the Board of Directors, other Board
members
and Deputies of the Board of Directors.
9.4 Resolution on the instruction for the Nomination Committee.
9.5 Determination of the fees payable to the Auditor.
9.6 Election of Auditor.
10 Resolution on the guidelines for remuneration to Group Management.
11 Long-Term Variable Remuneration Program 2012.
11.1 Resolution on implementation of the Stock Purchase Plan.
11.2 Resolution on transfer of treasury stock, directed share issue and
acquisition offer for the Stock Purchase Plan.
11.3 Resolution on Equity Swap Agreement with third party in relation to
the
Stock Purchase Plan.
11.4 Resolution on implementation of the Key Contributor Retention Plan.
11.5 Resolution on transfer of treasury stock, directed share issue and
acquisition offer for the Key Contributor Retention Plan.
11.6 Resolution on Equity Swap Agreement with third party in relation to
the Key
Contributor Retention Plan.
11.7 Resolution on implementation of the Executive Performance Stock Plan.
11.8 Resolution on transfer of treasury stock, directed share issue and
acquisition offer for the Executive Performance Stock Plan.
11.9 Resolution on Equity Swap Agreement with third party in relation to
the
Executive Performance Stock Plan.
12 Resolution on transfer of treasury stock in relation to the resolutions
on
the Long-Term Variable Remuneration Programs 2008, 2009, 2010 and 2011.
13 Resolution on Einar Hellbom's proposal for the Meeting to delegate to
the
Board of Directors to review how shares are to be given equal voting rights
and
to present a proposal to that effect at the Annual General Meeting 2013.
14 Closing of the Meeting.
Item 1 Chairman of the Meeting
The Nomination Committee proposes that Advokat Sven Unger be elected
Chairman of
the Meeting.
Item 8.3 Dividend and record date
The Board of Directors proposes a dividend of SEK 2,50 per share and
Tuesday,
May 8, 2012, as record date for dividend. Assuming this date will be the
record
day, Euroclear Sweden AB is expected to disburse dividends on Friday May
11, 2012.
Item 9.1-9.3 Number of Board members and Deputies to be elected by the
Meeting,
Directors' fees, election of the Chairman and other members of the Board of
Directors
The Nomination Committee, appointed in accordance with the procedure that
was
resolved by the Annual General Meeting 2011, is composed of the
Chairman of the
Committee, Carl-Olof By (AB Industrivärden and Svenska Handelsbankens
Pensionsstiftelse), Petra Hedengran (Investor AB), Caroline af Ugglas
(Livförsäkringsaktiebolaget Skandia), Marianne Nilsson (Swedbank
Robur Fonder)
and Leif Johansson, Chairman of the Board of Directors.
Item 9.1 Number of Board members and Deputies of the Board of Directors to
be
elected by the Meeting
According to the articles of association, the Board shall consist of no
less
than five and no more than twelve Board members, with no more than six
Deputies.
The Nomination Committee proposes that the number of Board members elected
by
the Annual General Meeting of Shareholders remain twelve and that no
Deputies be
elected.
Item 9.2 Fees payable to non-employed members of the Board of Directors
elected
by the Meeting and to non-employed members of the Committees of the Board
elected by the Meeting
The Nomination Committee proposes that fees to non-employed Board members
elected by the Annual General Meeting and non-employed members of the
Committees
of the Board elected by the Annual General Meeting be paid as follows:
The Nomination Committee proposes that the individual fee to the Board
members
be increased. Further the Nomination Committee proposes that the fees to
the
Chairman of the Board of Directors and for work on the Committees of the
Board
be unchanged.
It is important that the Board fees are maintained at an appropriate level
to
make it possible to recruit the best possible competence to the Board of
Directors of Ericsson. The Nomination Committee has compared the Board fees
in
Ericsson with the Board fees in other Nordic and European companies as well
as
Board fees in certain U.S. high-tech companies. The Nomination Committee
has
concluded that compared with Board fees in companies of equal size and
complexity, Ericsson's Board fees are lower. When assessing the level of
fees it
must be considered that the Ericsson group has customers in 180 countries
and
that sales amount to more than SEK 200 billion.
Against this background, the Nomination Committee considers well-justified
the
proposed increase in respect of the individual Board fee from SEK 825,000
to SEK
875,000.
The Nomination Committee considers the fee to the Chairman of the Board and
the
fees for Committee work to be reasonable, and therefore proposes that these
fees
remain unchanged.
The proposal of the Nomination Committee implies all in all an increase of
the
Board and Committee fees of approximately 3.5 percent compared with the
total
fees to the Board members for Board and Committee work resolved by the AGM
2011.
Fees in the form of synthetic shares
Background
With the purpose of further increasing the mutual interest in the Company
of
Directors and shareholders, the Nomination Committee proposes that the
Directors
should, as previously, be offered the possibility of receiving part of the
Board
fees in the form of synthetic shares. A synthetic share constitutes a
right to
receive payment of an amount which corresponds to the market value of a
share of
series B in the Company on NASDAQ OMX Stockholm at the time of payment.
Proposal
The Nomination Committee therefore proposes that the Annual General Meeting
of
Shareholders 2012 resolve that part of the fees to the Directors, in
respect of
their Board assignment (however, not in respect of Committee work), may be
paid
in the form of synthetic shares, on the following terms and conditions.
The complete terms and conditions for the synthetic shares are described in
Exhibit 1 to the Nomination Committee's proposal.
The financial difference for the Company, should all Directors
receive part of
their fees in the form of synthetic shares compared with the fees being
paid in
cash only, is assessed to be very limited.
Item 9.3 Election of the Chairman of the Board of Directors, other Board
members
and Deputies of the Board of Directors
Carl-Henric Svanberg has declined re-election.
Chairman of the Board:
re-election of Leif Johansson.
Other Board members:
re-election of Roxanne S. Austin, Sir Peter L. Bonfield, Börje Ekholm,
Ulf J.
Johansson, Sverker Martin-Löf, Nancy McKinstry, Anders Nyrén,
Hans Vestberg,
Michelangelo Volpi and Jacob Wallenberg; and
election of Alexander Izosimov as new Board member.
In the composition of the Board of Directors, the Nomination Committee
considers, among other things, necessary experience and competence but also
the
value of diversity and renewal, and assesses the appropriateness of the
number
of members of the Board.
In its appraisal of qualifications and performance of the individual Board
members, the Nomination Committee takes into account the competence and
experience of each individual member along with the individual
member's
contribution to the Board work as a whole.
The Nomination Committee has thoroughly familiarized itself with the Board
work
and the work of individual Board members. The Nomination Committee is of
the
opinion that the current Board is well functioning and that the Board
fulfils
high expectations in terms of composition and expertise.
All Board members contribute meritoriously with their respective expertise.
Carl-Henric Svanberg has however notified his intention to leave the Board
after
many years of duty for Ericsson.
The Nomination Committee proposes that Alexander Izosimov be elected new
Board
member. It is the opinion of the Nomination Committee that Alexander
Izosimov,
with his many years' experience within among other things the telecom
business
and with his international experience, will add valuable expertise to the
Board
and that he is therefore well suited as a Board member in Ericsson.
The Nomination Committee recommends that also future Nomination Committees
perform a thorough assessment of the size and composition of the Board of
Directors and of the expertise that should be represented in the Board, and
continue with the process of recruiting suitable candidates to the Board.
Information regarding proposed Board members
Information regarding the proposed Board members is presented in Exhibit 2
to
the Nomination Committee's proposal.
Independence of Board members
The Nomination Committee has made the following assessments in terms of
applicable Swedish rules on independence:
Item 9.4 Instruction for the Nomination Committee
The Nomination Committee proposes that the Annual General Meeting of
Shareholders 2012 resolve the following:
Instead of appointing a member to the Nomination Committee, a shareholder
may
assign a member of the Nomination Committee, appointed by another
shareholder,
to represent the shareholder in the Nomination Committee. In such case,
when
applying these rules, the member that has assumed such an assignment shall
be
considered as representing several shareholders.
Should a shareholder exercise its right to assign a member of the
Nomination
Committee, appointed by another shareholder, to represent the shareholder
as per
the foregoing paragraph, or should a shareholder abstain from its right to
appoint a member or fail to appoint a member within the prescribed time,
the
right to appoint a member shall transfer to the subsequent largest
shareholder
by voting power that has not already appointed or has the right to appoint
a
member of the Nomination Committee.
Should the shareholder fail to appoint a new member within the prescribed
period
of time, the right to appoint a new member of the Nomination Committee
shall
transfer to the subsequent largest shareholder by voting power,
provided such
shareholder has not already appointed a member of the Nomination Committee
or
previously abstained from such right. [2]
Should a member of the Nomination Committee resign in accordance with the
preceding paragraph, the rules in item 3, second and third
paragraph, and 5
above shall apply correspondingly.
Item 9.5 Fees payable to the Auditor
The Nomination Committee proposes, like previous years, that the Auditor
fees be
paid against approved account.
Item 9.6 Election of Auditor
The Nomination Committee proposes that PricewaterhouseCoopers AB be
appointed
Auditor for the period as of the end of the Annual General Meeting 2012
until
the end of the Annual General Meeting 2013.
Item 10 Guidelines for remuneration to Group Management
Background - Remuneration Policy
Remuneration at Ericsson is based on the principles of performance,
competitiveness and fairness.
These principles and good practice guide our policy to:
Guidelines for remuneration to Group Management
The Board of Directors proposes that the Annual General Meeting resolve on
the
following guidelines for remuneration to Group Management, consisting of
the
Executive Leadership Team, for the period up to the 2013 Annual General
Meeting.
The guidelines proposed do not comprise any material changes compared to
the
principles resolved by the 2011 Annual General Meeting.
For Group Management consisting of the Executive Leadership Team, including
the
President and CEO, total remuneration consists of fixed salary, short- and
long-
term variable remuneration, pension and other benefits.
Furthermore, the following guidelines apply for the remuneration to the
Executive Leadership Team:
Item 11.1-11.9 Long-Term Variable Remuneration Program 2012 (LTV 2012)
including
the Board of Directors' proposal for resolutions on implementation of an
all
employee Stock Purchase Plan, a Key Contributor Retention Plan and an
Executive
Performance Stock Plan and, under each plan respectively, transfer of
treasury
stock, directed share issue and authorization for the Board of Directors to
decide on an acquisition offer
The LTV program is an integral part of the Company's remuneration strategy,
in
particular the Board of Directors wishes to encourage all employees to
become
and remain shareholders and the leadership to build significant equity
holdings.
Following the Board of Directors' annual evaluation of total remuneration
and
ongoing programs[3], it proposes to make no changes to the structure of the
Ericsson's Long-Term Variable Remuneration Program.
It is anticipated that the LTV 2012 will require up to 31.7 million shares,
corresponding to a dilution of up to 0.99 percent of outstanding shares, at
a
cost between SEK 1,092 million and SEK 2,080 million unevenly distributed
over
the years 2012-2016. The number of shares covered by ongoing programs as
per 31
December, 2011, amounts to approximately 49 million shares,
corresponding to
approximately 1.53 percent of the number of outstanding shares.
Three plans
The LTV 2012 builds on a common platform, but consists of three separate
plans.
The Stock Purchase Plan is an all employee plan and is designed to create
an
incentive for all employees to become shareholders. The aim is to
secure
commitment to long-term value creation throughout Ericsson.
The Key Contributor Retention Plan is part of Ericsson's talent strategy
and is
designed to ensure long term retention of top-talent with critical skills
vital
to Ericsson's future performance. Up to ten percent of the Company's
employees
are defined as "key contributors", based on a rigorous selection
process
incorporating elements such as individual performance, possession of
critical
skills and future potential. The Remuneration Committee of the Board
of
Directors monitors the selection process and nominations for bias of
factors
such as seniority, gender, age and frequency of award.
The Executive Performance Stock Plan is designed to encourage long-term
value
creation in alignment with shareholders' interests. The plan is
offered to a
defined group of senior managers, up to 0.5 percent of the total employee
population. The aim is to attract, retain and motivate executives in a
competitive market through performance-based share related incentives and
to
encourage the build-up of significant equity stakes.
The Executive Performance Stock Plan 2011 introduced three new performance
measures of Net Sales Growth, Operating Income Growth and Cash Conversion
to
better reflect the business strategy and long term value creation of the
Company. The Executive Performance Stock Plan 2012 includes the same
performance
criteria for the period 2012 - 2014. The strong Net Sales for the base year
2011 has been taken into account when defining the Net Sales Growth target.
The three performance criteria for the Executive Performance Stock Plan
2012
are:
Financing
The Board of Directors has considered different financing methods for
transfer
of shares to employees under the LTV 2012, such as transfer of treasury
stock
and an equity swap agreement with a third party.
The Board of Directors considers that a directed issue of C shares,
followed by
buy- back and transfer of treasury stock as the most cost efficient and
flexible
method to transfer shares under the LTV 2012.
The Company's current holding of treasury stock is not sufficient for the
carrying out of the LTV 2012. Therefore, the Board of Directors proposes a
directed share issue and buy back of shares as further set out below under
heading "Proposals". Under the proposed transactions, shares are
issued at the
share's ratio value and bought back as soon as the shares have been
subscribed
for and registered. The purchase price paid by the Company to the
subscribers
equals the subscription price and an additional market interest for a two
week
period between the payment of the subscription price and the buy-back of
shares.
The Company's costs for acquiring the shares are estimated to amount to
less
than 0.6 öre (SEK 0.006) per share.
The procedure of issuance and buy-back of shares for the Company's long-
term
variable remuneration programs has previously been decided by the
Annual
General Meetings of Shareholders in 2001, 2003, 2008 and 2009.
Since the costs for the Company in connection with an equity swap agreement
will
be significantly higher than the costs in connection with transfer of
treasury
stock, the main alternative is that the financial exposure is secured
by
transfer of treasury stock.
Costs
The total effect on the income statement of the LTV 2012, including
financing
costs, is estimated to range between SEK 1,092 million and SEK 2,080
million
unevenly distributed over the years 2012-2016. The costs constitute
3.5 percent
of Ericsson's total remuneration costs 2011, including social security
fees,
amounting to SEK 59 billion.
The calculations are conservative and based on assumptions of present
participation rate in the Stock Purchase Plan and full participation in the
Key
Contributor Retention Plan and the Executive Performance Stock Plan, at
maximum
contribution levels and with maximum vesting levels for the latter plan.
Costs affecting the income statement, but not the cash flow
Compensation costs, corresponding to the value of matching shares
transferred to
employees, are estimated to range between SEK 990 million and SEK
1,275
million, depending on the fulfilment of the performance targets of
the
Executive Performance Stock Plan.[4] The compensation costs are distributed
over
the LTV 2012 period, i.e. 2012-2016.
Social security charges as a result of transfer of shares to employees
depend on
the performance against the Executive Performance Stock Plan targets and
based
on an assumed average share price at matching between SEK 30 and SEK
175, the
costs are estimated to range between SEK 102 million and SEK 805 million.
The
social security costs are expected to occur mainly during 2015-2016.
Costs affecting the income statement and the cash flow
Plan administration costs have been estimated to SEK 10 million,
distributed
over the LTV 2012 period, i.e. 2012-2016.
The administration cost for transfer of shares by way of an equity swap
agreement is estimated to approximately SEK 202 million, compared to
approximately SEK 200,000 for using new issued and acquired shares in
treasury.
Dilution
The Company has approximately 3.3 billion shares in issue. As per 31
December,
2011, the Company held 63 million shares in treasury. The number of shares
covered by ongoing programs as per 31 December, 2011, amounts to
approximately
49 million shares, corresponding to approximately 1.53 percent of the
number of
outstanding shares. In order to implement the LTV 2012, a total of up
to 31.7
million shares are required, which corresponds to approximately 0.99
percent of
the total number of outstanding shares. The effect on important key figures
is
only marginal.
Proposals
The Long-Term Variable Remuneration Program 2012
The Board of Directors proposes that the Annual General Meeting resolve on
the
implementation of (1) a Stock Purchase Plan, (2) a Key Contributor
Retention
Plan, and (3) an Executive Performance Stock Plan.
In order to implement the LTV 2012, the Board of Directors proposes that no
more
than in total 26,200,000 shares of series B in Telefonaktiebolaget LM
Ericsson
(hereinafter referred to as "the Company" or "Ericsson") may be transferred
to
employees in the Ericsson Group and, moreover, that 5,500,000 shares may be
sold
on NASDAQ OMX Stockholm in order to cover, inter alia, social security
payments.
The Company's current holding of shares in treasury is not sufficient for
the
carrying out of the LTV 2012. Therefore, the Board of Directors proposes a
directed share issue of in total 31,700,000 shares of series C to AB
Industrivärden and / or Investor AB or subsidiaries of these
companies, with a
subscription price equivalent to the ratio value of the share (SEK 5).
Furthermore, it is proposed that the Board be authorized to decide on a
directed
offer to acquire all shares of series C at a price in the interval SEK 5 to
SEK
5.10 per share. Following the acquisition of all shares of series C, these
shares will be converted into shares of series B, in accordance with the
Articles of Association, thereafter to be transferred according to the
proposals.
The Board of Directors proposes that the Annual General Meeting resolve in
accordance 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 in
the
fourth paragraph below, will be offered to participate in the Stock
Purchase
Plan.
Employees who participate in the Stock Purchase Plan shall, during a 12
month
period from the implementation of the plan, be able to invest up to 7.5
percent
of gross fixed salary in shares of series B in the Company on NASDAQ OMX
Stockholm or in ADSs on
NASDAQ New York. The CEO shall have the right to invest up to 10 percent of
gross fixed salary and 10 percent of short term variable remuneration for
purchase of shares.
If the purchased shares are retained by the employee for three years from
the
investment date and the employment with the Ericsson Group
continues during
that time, the employee will be given a corresponding number of shares of
series
B or ADSs, free of consideration.
Participation in the Stock Purchase Plan presupposes that such
participation is
legally possible in the various jurisdictions concerned and that the
administrative costs and financial efforts are reasonable in the opinion of
the
Company.
Item 11.2 Transfer of treasury stock, directed share issue and acquisition
offer
for the Stock Purchase Plan
Item 11.3 Equity Swap Agreement with third party in relation to the Stock
Purchase Plan
In the event that the required majority is not reached under item 11.2
above,
the financial exposure of the Stock Purchase Plan shall be hedged by
the
Company entering into an equity swap agreement with a third party, under
which
the third party shall, in its own name, acquire and transfer shares in the
Company 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 Stock
Purchase
Plan described above, up to 10 percent of the employees (presently
approximately
10,000) are selected as key contributors and will be offered an additional
matching of shares, free of consideration, within the Key Contributor
Retention
Plan.
If the shares purchased in accordance with the terms and conditions of the
Stock
Purchase Plan are retained by an employee for three years from the
investment
date and the employment with the Ericsson Group continues during that time,
the
employee will be entitled to an additional matching share, free of
consideration, for every share purchased, in addition to the regular
matching
of one share.
Participation in the Key Contributor Retention Plan presupposes that such
participation is legally possible in the various jurisdictions
concerned and
that the administrative costs and financial efforts are reasonable in the
opinion of the Company. The Board of Directors shall however be entitled,
but
not obligated, to arrange for an alternative cash plan for key contributors
in
specific jurisdictions, should any of the aforementioned
presuppositions prove
not to be at hand. Such alternative cash plan shall, as far as
practical
correspond to the terms and conditions of the Key Contributor
Retention Plan.
Item 11.5 Transfer of treasury stock, directed share issue and acquisition
offer
for the Key Contributor Retention Plan
Item 11.6 Equity Swap Agreement with third party in relation to the Key
Contributor Retention Plan
In the event that the required majority is not reached under item 11.5
above,
the financial exposure of the Key Contributor Retention Plan shall be
hedged by
the Company entering into an equity swap agreement with a third party,
under
which the third party shall, in its own name, acquire and transfer shares
in the
Company 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 Stock
Purchase
Plan described above, senior managers, up to 0.5 percent of employees
(presently
approximately 500, although it is anticipated that the number of
participants
will be significantly lower) will be offered an additional matching
of shares,
free of consideration, within the Executive Performance Stock Plan.
If the shares purchased in accordance with the terms and conditions of the
Stock
Purchase Plan are retained by an employee for three years from the
investment
date and the employment with the Ericsson Group continues during that time,
the
employee will be entitled to the following matching of shares, free of
consideration, in addition to the regular matching of one
share:
The nomination of senior managers will be on the basis of position,
seniority
and performance at the discretion of the Remuneration Committee,
which will
approve participation and matching share opportunity.
The terms and conditions of the additional performance match under the
Executive
Performance Stock Plan will be based on the outcome of three targets, which
are
independent of each other and have equal weighting:
The Board of Directors considers that long-term value creation will be
reflected
in the success of these targets, aligning executives with long-term
shareholder
interests. There will be no allocation of shares if none of the
threshold
levels have been achieved, i.e. CAGR is less than 2 percent for net sales
and
less than 5 percent for operating income, and a 70 percent cash conversion
has
not been achieved during the performance period. The minimum matching at
the
threshold levels is 0. The maximum number of performance matching
shares - 4
shares, 6 shares and 9 shares respectively - will be allocated if the
maximum
performance levels of CAGR of 8 percent for net sales and 15 percent for
operating income have been achieved, or exceeded, and a cash conversion of
70
percent or more has been achieved each year during the period.
Before the number of performance shares to be matched are finally
determined,
the Board of Directors shall examine whether the performance matching is
reasonable considering the Company's financial results and position,
conditions
on the stock market and other circumstances, and if not, as determined by
the
Board of Directors, reduce the number of performance shares to be matched
to the
lower number of shares deemed appropriate by the Board of Directors. When
undertaking its evaluation of performance outcomes the Board of Directors
will
consider, in particular, the impact of larger acquisitions, divestitures,
the
creation of joint ventures and any other significant capital event on the
three
targets on a case by case basis.
Item 11.8 Transfer of treasury stock, directed share issue and acquisition
offer
for the Executive Performance Stock Plan
Item 11.9 Equity Swap Agreement with third party in relation to the
Executive
Performance Stock Plan
In the event that the required majority is not reached under item 11.8
above,
the financial exposure of the Executive Performance Stock Plan shall
be hedged
by the Company entering into an equity swap agreement with a third party,
under
which the third party shall, in its own name, acquire and transfer shares
in the
Company to employees covered by the Executive Performance Stock Plan.
Special authorization for the President
The Board of Directors further proposes that the President be authorized to
make
such minor adjustments to the resolutions above as may prove necessary in
connection with the registration with the Swedish Companies Registration
Office.
Majority rules
The resolutions of the Annual General Meeting implementation of the three
plans
according to items 11.1, 11.4 and 11.7 above require that more than half of
the
votes cast at the General Meeting approve the proposals. The General
Meeting's
resolutions on transfers of treasury stock, directed share issues and
authorizations for the Board of Directors to decide on an offer to
acquire
treasury stock according to items 11.2, 11.5 and 11.8 above, shall be
adopted
as one resolution for each of the three items, and require that
shareholders
representing at least nine-tenths of the votes cast as well as the shares
represented at the General Meeting approve the proposals. A valid
resolution in
accordance with the proposals for an equity swap agreement under items
11.3, 11.6 and 11.9 above requires that more than half of the votes cast at
the
General Meeting approve the proposals.
Description of ongoing variable remuneration programs
The Company's ongoing variable remuneration programs are described in
detail in
the Annual Report 2011 in the note to the Consolidated Financial
Statements,
Note C28 and on the Company's website. The Remuneration Report published in
the
Annual Report outlines how the Company implements its remuneration policy
in
line with corporate governance best practice.
Item 12 The Board of Directors' proposal for resolution on transfer of
treasury
stock in relation to the resolutions on the Long-Term Variable Remuneration
Programs 2008, 2009, 2010 and 2011
Background
The Annual General Meetings 2008, 2009, 2010 and 2011 resolved on a right
for
the Company to transfer in total not more than 16,140,000[5] shares of
series B
in the Company on a stock exchange to cover certain payments, mainly social
security charges, which may occur in relation to the Long-Term Variable
Remuneration Programs 2008, 2009, 2010 and 2011.
Each resolution has for legal reasons only been valid up to the following
Annual
General Meeting. Resolutions on transfer of treasury stock for the purpose
of
the above mentioned plan and programs have therefore been repeated at the
subsequent Annual General Meeting.
In accordance with the resolutions on transfer of in total not more than
16,140,000 shares, 623,200 shares of series B have been transferred up to
March 22, 2012.
Proposal
The Board of Directors proposes that the Annual General Meeting resolve
that the
Company shall have the right to transfer, prior to the Annual General
Meeting
2013, not more than 15,516,800 shares of series B in the Company, or the
lower
number of shares of series B, which as per May 3, 2012 remains of the
original
16,140,000 shares, for the purpose of covering certain payments, primarily
social security charges that may occur in relation to the Long-Term
Variable
Remuneration Programs 2008, 2009, 2010 and 2011. Transfer of shares shall
be
effected on NASDAQ OMX Stockholm at a price within the, at each time,
prevailing
price interval for the share.
Majority rules
The resolution of the Annual General Meeting on a transfer of treasury
stock
requires that shareholders holding at least two-thirds of the votes cast as
well
as the shares represented at the Meeting vote in favor of the proposal.
Shares and votes
There are in total 3,273,351,735 shares in the Company; 261,755,983 shares
of
series A and 3,011,595,752 shares of series B, corresponding to in total
562,915,558 votes. The Company's holding of treasury stock amounts to
60,500,087 shares of series B, corresponding to 6,050,008 votes.
Information at the Annual General Meeting
The Board of Directors and the President shall, if any shareholder so
requests
and the Board of Directors believes that it can be done without material
harm to
the Company, provide information regarding circumstances that may affect
the
assessment of an item on the agenda and circumstances that can affect the
assessment of the Company's or its subsidiaries' financial situation and
the
Company's relation to other companies within the Group.
Documents
The complete proposals of the Nomination Committee with respect to Items 1
and
9 above, including Exhibit 1, 2 and 3 to the Nomination Committee's
proposals,
are available at the Company's website and will be sent to
shareholders upon request.
In respect of all other items, complete proposals are provided under the
respective item in the Notice.
The Annual Report and the Auditor's Report as well as the Auditor's report
regarding guidelines for compensation to senior management and the Board of
Directors' statement under the Swedish Companies Act, chapter 19, section
22,
are available at the Company and posted on the Company's website
. The documents will be sent to shareholders upon request.
NOTES TO EDITORS
Ericsson is the world's leading provider of communications technology and
services. We are enabling the Networked Society with efficient real-time
solutions that allow us all to study, work and live our lives more freely,
in
sustainable societies around the world.
Our offering comprises services, software and infrastructure within
Information
and Communications Technology for telecom operators and other industries.
Today
more than 40 percent of the world's mobile traffic goes through Ericsson
networks and we support customers' networks servicing more than 2 billion
subscribers.
We operate in 180 countries and employ more than 100,000 people. Founded in
1876, Ericsson is headquartered in Stockholm, Sweden. In 2011 the company
had
revenues of SEK 226,9 billion (USD 35.0 billion). Ericsson is listed on
NASDAQ
OMX, Stockholm and NASDAQ, New York stock exchanges.
Ericsson discloses the information provided herein pursuant to the
Securities
Markets Act and/or the Financial Instruments Trading Act. The information
was
submitted for publication on March 23, 2012 at 08:00 CET.
[1] The shareholding statistics used shall be sorted by voting power
(grouped by
owners) and cover the 25 largest in Sweden direct registered shareholders,
i.e.
shareholders having registered an account with Euroclear Sweden AB in their
own
name or shareholders holding a custody account with a nominee that have
reported
the identity of the shareholder to Euroclear Sweden AB.
[2] The shareholding statistics used shall be sorted by voting power
(grouped by
owners) and cover the 25 largest in Sweden direct registered shareholders,
i.e.
shareholders having registered an account with Euroclear Sweden AB in their
own
name or shareholders holding a custody account with a nominee that have
reported
the identity of the shareholder to Euroclear Sweden AB.
[3] See more about the Board of Directors' evaluation in the Remuneration
Report
attached to the 2011 Annual Report.
[4] The compensation costs for an alternative Key Contributor Retention
Cash
Program may vary depending on the development of the stock price during the
qualifying period. This has been disregarded in the calculations since
these
costs represent a minor part of the overall compensation costs.
[5] Recalculated for the 2008 reverse split of shares 1:5.
Ericsson's Annual General Meeting 2012 (press release):
Notice to Ericsson's Annual General Meeting 2012:
This announcement is distributed by Thomson Reuters on behalf of
Thomson 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#1596660]
FOR FURTHER INFORMATION, PLEASE CONTACT
Ericsson Corporate Public & Media Relations
Phone: +46 10 719 69 92
E-mail:
Ericsson Investor Relations
Telefon: +46 10 719 00 00
E-post:
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Unternehmensinformation / Kurzprofil:
Datum: 23.03.2012 - 03:17 Uhr
Sprache: Deutsch
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Phone:
Kategorie:
Telecommunication Equipment
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