Realize of the Annual Basic Assembly of shareholders 2025 of Telefonaktiebolaget LM Ericsson

STOCKHOLM, Feb. 20, 2025 /PRNewswire/ — The shareholders of Telefonaktiebolaget LM Ericsson (reg. deny 556016-0680) (the “Company” or “Ericsson“) are invited to take part within the Annual Basic Assembly of shareholders (“AGM“) to be hung on Tuesday, March 25, 2025 at 1 p.m. CET on the Corporate’s premises: Revealed Field, Grönlandsgatan 8, Kista/Stockholm. Registration for the AGM begins at 12 p.m. CET. Shareholders may additionally workout their vote casting rights by way of publish sooner than the AGM.

The AGM shall be performed in Swedish and concurrently translated into English.

Registration and see of participation

A) Participation on the assembly venue

Shareholders who want to attend the assembly venue in user or by way of proxy will have to:

be recorded as a shareholder within the presentation of the proportion sign in ready by way of Euroclear Sweden AB, as of Monday, March 17, 2025; and
give realize of participation to the Corporate deny after than Wednesday, March 19, 2025
- by way of phone +46 (0)8 402 90 54 on weekdays between 10 a.m. and four p.m. CET;
- by way of publish to Telefonaktiebolaget LM Ericsson, AGM, c/o Euroclear Sweden AB, Field 191, SE-101 23 Stockholm, Sweden;
- by way of e mail to [email protected]; or
- by means of Ericsson’s web site www.ericsson.com.

When giving realize of participation, please come with identify, while of delivery or registration quantity, cope with, phone quantity and collection of collaborating assistants, if any.

Proxy
If the shareholder is represented by way of proxy, a written and dated energy of lawyer signed by way of the shareholder will have to be issued for the consultant. An influence of lawyer issued by way of a felony entity will have to be accompanied by way of the entity’s certificates of registration (or a corresponding report of authority). To bring to facilitate registration on the AGM, the facility of lawyer, certificates of registration and alternative paperwork of authority will have to be despatched to the Corporate on the cope with above, in reference to the attention of participation. Methods of energy of lawyer in Swedish and English are to be had on Ericsson’s web site, www.ericsson.com.

B) Participation by way of postal vote casting

Shareholders who want to take part within the AGM by way of postal vote casting will have to:

be recorded as a shareholder within the presentation of the proportion sign in ready by way of Euroclear Sweden AB, as of Monday, March 17, 2025; and
give realize of participation by way of casting its postal vote in line with the directions underneath, in order that the postal vote casting mode is won by way of Euroclear Sweden AB deny after than Wednesday, March 19, 2025.

A unique mode will have to be old for postal vote casting. The mode is to be had on Ericsson’s web site www.ericsson.com. The finished and signed postal vote casting mode could also be despatched by way of publish to Telefonaktiebolaget LM Ericsson, AGM, c/o Euroclear Sweden AB, Field 191, SE-101 23 Stockholm, Sweden, or by way of e mail to [email protected]. Shareholders may additionally post their postal votes electronically by way of verification with BankID by means of Ericsson’s web site, www.ericsson.com. The finished mode will have to be won by way of the Corporate/Euroclear Sweden AB deny after than Wednesday, March 19, 2025.

The shareholder would possibly not handover particular directions or statuses within the postal vote casting mode. If such directions or statuses are integrated, the postal vote (in its entirety) is mistaken. Additional directions and statuses are integrated within the mode for postal vote casting.

If the shareholder giveover its postal vote by way of proxy, a written and dated energy of lawyer signed by way of the shareholder will have to be hooked up to the postal vote casting mode. If the shareholder is a felony entity, the entity’s certificates of registration (or a corresponding report of authority) will have to be hooked up to the mode. Methods of energy of lawyer in Swedish and English are to be had on Ericsson’s web site, www.ericsson.com.

A shareholder who has voted by way of publish may additionally attend the assembly venue, only if the notification has been made in line with the directions below the heading Registration and see of participation – A) Collaborating on the assembly venue above.

Stocks registered within the identify of a nominee

To bring to be entitled to take part within the AGM, a shareholder whose stocks are registered within the identify of a nominee will have to, along with giving realize of participation within the AGM, sign in its stocks in its personal identify in order that the shareholder is indexed within the presentation of the proportion sign in of the Corporate as of Monday, March 17, 2025. Such re-registration could also be transient (so-called vote casting rights registration), and request for such vote casting rights registration will be made to the nominee, in line with the nominee’s procedures, at the sort of era in progress as required by way of the nominee.

Balloting rights registrations which were made by way of the nominee on or sooner than Wednesday, March 19, 2025 shall be regarded as within the presentation of the proportion sign in.

Processing of private knowledge

For info in regards to the processing of private knowledge in reference to the AGM, the following the privateness coverage on Euroclear Sweden AB’s web site: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

When you’ve got questions relating to Ericsson’s processing of your own knowledge, you’ll be able to touch the Corporate by way of emailing [email protected]. Ericsson has corporate registration quantity 556016-0680 and the Board’s registered place of job is in Stockholm.

Proposed schedule

Election of the Chair of the AGM
Preparation and commendation of the vote casting listing
Benevolence of the schedule of the AGM
Choice whether or not the AGM has been correctly convened
Election of 2 individuals approving the mins of the AGM
Presentation of the yearly document, the auditor’s document, the consolidated accounts, the auditor’s document at the consolidated accounts, the remuneration document and the auditor’s document on whether or not the information for remuneration to crew control were complied with, in addition to the auditor’s presentation of the audit paintings with recognize to 2024
The President’s and CEO’s accent. Questions from the shareholders to the Board of Administrators and the control
Solution with recognize to
8.1 adoption of the source of revenue commentary and the stability sheet, the consolidated source of revenue commentary and the consolidated stability sheet;
8.2 adoption of the remuneration document;
8.3 discharge of legal responsibility for the contributors of the Board of Administrators and the President for 2024; and
8.4 the appropriation of the leads to accordance with the licensed stability sheet and resolution of the file dates for dividend.
Choice of the collection of Board contributors and deputies of the Board of Administrators to be elected by way of the AGM
Choice of the costs payable to contributors of the Board of Administrators elected by way of the AGM and contributors of the Committees of the Board of Administrators elected by way of the AGM
Election of Board contributors and deputies of the Board of Administrators
The Nomination Committee’s proposal for Board contributors:
1. Jon Fredrik Baksaas (re-election)
2. Jan Carlson (re-election)
3. Börje Ekholm (re-election)
4. Eric A. Elzvik (re-election)
5. Kristin S. Rinne (re-election)
6. Jonas Synnergren (re-election)
7. Jacob Wallenberg (re-election)
8. Christy Wyatt (re-election)
9. Karl Åberg (re-election)
10. Christian Cederholm (fresh election)
11. Marachel Knight (fresh election)
12. Election of the Chair of the Board of Administrators
13. Choice of the collection of auditors
14. Choice of the costs payable to the auditors
15. Election of auditors
16. Lengthy-Time period Variable Reimbursement Program 2025 (LTV 2025)
  1. Solution on implementation of the LTV 2025
  2. Solution on switch of treasury hold to staff and on an trade, directed percentage factor and acquisition deal for the LTV 2025
  3. Solution on Fairness Switch Assurance with 3rd birthday party in terms of the LTV 2025
17. Solution on an addition to the phrases of the Lengthy-Time period Variable Reimbursement Methods LTV I 2023, LTV II 2023 and LTV 2024
18. Solution on switch of treasury hold to staff and on an trade, directed percentage factor and acquisition deal in terms of the sooner solution at the Lengthy-Time period Variable Reimbursement Program 2024 (LTV 2024)
19. Switch of treasury hold in terms of the resolutions at the ongoing Lengthy-Time period Variable Reimbursement Methods LTV 2022, LTV I 2023 and LTV II 2023
  1. Solution on switch of treasury hold on an trade to guard bills
  2. Solution on switch of treasury hold on an trade to guard prices for tax and social safety liabilities for the Individuals
20. Solution on proposal from an (worker) shareholder that the AGM unravel that Ericsson put into effect a coverage making sure that govt bonuses are distributed best then all staff have won cost-of-living and performance-based wage will increase each and every 12 months
21. Endmost of the AGM

Merchandise 1 Chair of the AGM

The Nomination Committee, appointed in line with the Instruction for the Nomination Committee resolved by way of the AGM 2012, consists of the Chair of the Nomination Committee Johan Forssell (Investor AB), Helena Stjernholm (AB Industrivärden), Anders Oscarsson (AMF Tjänstepension and AMF Fonder), Christer Gardell (Cevian Capital) and Jan Carlson (Chair of the Board of Administrators). The Nomination Committee proposes that Advokat Eva Hägg be elected Chair of the AGM.

Merchandise 2 Preparation and commendation of the vote casting listing

The vote casting listing proposed for commendation is the vote casting listing drawn up by way of Euroclear Sweden AB to the behalf of the Corporate, in response to the AGM’s sign in of shareholders, shareholders having given realize of participation and being provide on the assembly venue and postal votes won.

Merchandise 8.4 Dividend and file dates

The Board of Administrators proposes a dividend to the shareholders of SEK 2.85 consistent with percentage. The dividend is proposed to be paid in two installments, SEK 1.43 consistent with percentage with the file while March 27, 2025, and SEK 1.42 consistent with percentage with the file while September 29, 2025. Assuming those dates would be the file dates, Euroclear Sweden AB is predicted to disburse SEK 1.43 consistent with percentage on April 1, 2025, and SEK 1.42 consistent with percentage on October 2, 2025.

Merchandise 9 Choice of Board contributors and deputies to be elected by way of the AGM

Consistent with the articles of affiliation, the Board of Administrators shall include at least 5 and not more than twelve Board contributors, with not more than six deputies. The Nomination Committee proposes that the collection of Board contributors elected by way of the AGM will be 11 and that deny deputies be elected.

Merchandise 10 Charges payable to contributors of the Board of Administrators elected by way of the AGM and to contributors of the Committees of the Board of Administrators elected by way of the AGM

The Nomination Committee proposes that charges to non-employee Board contributors elected by way of the AGM and non-employee contributors of the Committees of the Board of Administrators elected by way of the AGM be paid as follows:

SEK 5,000,000 to the Chair of the Board of Administrators (prior to now SEK 4,640,000);
SEK 1,300,000 to each and every of the alternative Board contributors (prior to now SEK 1,175,000);
SEK 560,000 to the Chair of the Audit and Compliance Committee (prior to now SEK 540,000);
SEK 320,000 to each and every of the alternative contributors of the Audit and Compliance Committee (prior to now SEK 310,000);
SEK 235,000 to the Chair of the Undertaking Trade and Generation Committee (prior to now SEK 230,000);
SEK 205,000 to each and every of the alternative contributors of the Undertaking Trade and Generation Committee (prior to now SEK 200,000);
SEK 225,000 to each and every Chair of the Finance and the Remuneration Committee (prior to now SEK 220,000); and
SEK 200,000 to each and every of the alternative contributors of the Finance and the Remuneration Committee (prior to now SEK 195,000).

The Nomination Committee has regarded as the Board charges with the target of making sure that they enable for the recruitment and retention of tall detail people hour additionally being suitable compared to alternative era corporations running globally and with matching measurement and complexity. As such, the Nomination Committee has concluded that an building up of the costs to all contributors of the Board and Board Committees, together with their Chairs, in line with the above is cheap, well-justified and in the most efficient pursuits of the Corporate. The proposal of the Nomination Committee supplies for an building up of the costs of roughly 8.48%^[1] in comparison with the entire charges to the corresponding collection of Board and Committee contributors for Board and Committee paintings resolved by way of the AGM 2024.

Along with the costs described above, the Nomination Committee proposes that supplementary reimbursement be paid to non-employee Board contributors elected by way of the AGM for each and every bodily Board assembly attended in Sweden as follows:

Place of dwelling of Board member	Reimbursement consistent with assembly
Nordic Nations	None
Europe (non-Nordic)	EUR 2,000
Out of doors of Europe	USD 5,000

Charges within the mode of artificial stocks

Background
The Nomination Committee believes that it’s suitable that Board contributors elected by way of the shareholders conserve stocks in Ericsson, to deliver to give a boost to the Board contributors’ and the shareholders’ mutual pursuits within the Corporate. The Nomination Committee recommends that Board contributors elected by way of the shareholders, over a five-year length, put up a protecting of stocks or artificial stocks in Ericsson equivalent to a minimum of the price of one.5 occasions the yearly rate (prior to now one annual rate) (apart from charges for Committee paintings), and that such protecting be stored all the way through the era the Board member stay Board member in Ericsson. This higher shareholding advice is being made in conjunction with, and in shiny of, the proposed rate will increase.

To allow Board contributors to assemble an financial pastime within the Corporate and making an allowance for that it’s in lots of instances tough for Board contributors to offer the Corporate’s percentage because of acceptable insider laws, the Nomination Committee proposes that the Board contributors will have to, as prior to now, be presented the choice of receiving a part of the Board charges within the mode of artificial stocks. A man-made percentage constitutes a proper to obtain cost of an quantity which corresponds to the marketplace price of a percentage of order B within the Corporate on Nasdaq Stockholm on the era of cost.

Proposal
The Nomination Committee due to this fact proposes that the AGM 2025 unravel that a part of the costs to the Administrators, in recognize in their Board task (on the other hand, now not in recognize of Committee paintings), could also be paid within the mode of artificial stocks, on refer to phrases and statuses.

A nominated Director will be ready to make a choice to obtain the cost in recognize of his or her Board task, in keeping with refer to 4 possible choices:
- (i) 25 % in money – 75 % in artificial stocks
- (ii) 50 % in money – 50 % in artificial stocks
- (iii) 75 % in money – 25 % in artificial stocks
- (iv) 100% in money.
The collection of artificial stocks to be allotted will be valued on the reasonable of the marketplace value of stocks of order B within the Corporate on Nasdaq Stockholm all the way through a length of 5 buying and selling days instantly following the newsletter of Ericsson’s meantime document for the primary quarter of 2025. The artificial stocks are vested all the way through the promise of place of job, with 25 % consistent with quarter of the 12 months.
The artificial stocks give a proper to, following the newsletter of Ericsson’s year-end monetary commentary in 2030, obtain cost of a money quantity consistent with artificial percentage comparable to the marketplace value of stocks of order B within the Corporate in similar reference to the era of cost.
An quantity comparable to the dividend in recognize of stocks of order B within the Corporate, resolved by way of the AGM all the way through the protecting length, will be distributed on the similar era as the money quantity.
Will have to the Director’s task to the Board of Administrators come to an stop deny after than all the way through the 3rd calendar 12 months then the 12 months by which the AGM resolved on allocation of the factitious stocks, cost would possibly rush park within the 12 months then the task got here to an stop.
The collection of artificial stocks could also be matter to recalculation within the tournament of bonus problems, splits, rights problems and matching measures, below the phrases and statuses for the factitious stocks.

All the phrases and statuses for the factitious stocks are described in Showcase 1 to the Nomination Committee’s proposal.

The monetary extra for the Corporate, will have to all Administrators obtain a part of their charges within the mode of artificial stocks in comparison with the costs being paid in money best, is classed to be restricted.

Merchandise 11 Election of Board contributors and deputies of the Board of Administrators

The Nomination Committee proposes that refer to individuals be re-elected as contributors of the Board:

11.1 Jon Fredrik Baksaas;
11.2 Jan Carlson;
11.3 Börje Ekholm;
11.4 Eric A. Elzvik;
11.5 Kristin S. Rinne;
11.6 Jonas Synnergren;
11.7 Jacob Wallenberg;
11.8 Christy Wyatt; and
11.9 Karl Åberg

The Nomination Committee proposes that refer to two individuals be elected as fresh contributors of the Board:

11.10 Christian Cederholm; and
11.11 Marachel Knight.

Issues

The Nomination Committee essentially searches for attainable Board member applicants for the later mandate length, but additionally considers long term month competence wishes. This is a lengthy walk to spot the fitting applicants and long-term making plans is very important. In assessing the best composition of the Board of Administrators, the Nomination Committee seeks to spot essentially the most certified applicants and considers, amongst alternative issues, enjoy and competence wanted at the Board and its Committees, and the price of range in year, illustration of women and men and cultural/geographic background in compliance with acceptable anti-discrimination regulations, in addition to the will for periodic renewal. The Nomination Committee believes that deciding on essentially the most certified applicants and keeping up range at the Board will help Ericsson’s sustainable construction and due to this fact frequently makes a speciality of figuring out Board member applicants with other backgrounds. Year acknowledging higher expectancies on transparency in relation to range at the Board, acceptable privateness laws restrain Ericsson and the Nomination Committee from processing sure delicate non-public knowledge about its Board contributors, equivalent to knowledge in relation to demographic background. The Nomination Committee has carried out the Swedish Company Governance Code, Division 4.1, as range coverage. That specialize in bettering the stability of women and men Board contributors over era of the Board, the Nomination Committee specifically works to spot essentially the most certified girls applicants alike the stream and month wishes of the Board. The Nomination Committee additionally assesses the appropriateness of the collection of Board contributors and whether or not the Board contributors can dedicate the important era required to meet their duties as Board contributors in Ericsson.

In its appraisal of {qualifications} and function of the person Board contributors, the Nomination Committee takes into consideration the competence and enjoy of each and every particular person member at the side of the person member’s contribution to the Board paintings as an entire and to the Committee paintings. The Committee has familiarized itself with the result of the Board paintings analysis that was once led by way of the Chair of the Board of Administrators. The Nomination Committee’s purpose is to suggest and help the election of a Board this is constructed from people of the perfect competency and integrity, hour additionally holistically comprising a powerful mixture of wanted abilities and enjoy to successfully guard and govern Ericsson.

The Nomination Committee is of the opinion that the stream Board of Administrators and Board paintings is definitely functioning. Additional, it’s the Nomination Committee’s view that the Board fulfills expectancies relating to composition and that the Board of Administrators in addition to the person Board contributors satisfy expectancies relating to experience. Competencies and reports represented at the Board come with large global business enjoy, enjoy from the telecom, IT and ICT sectors, technological and technical competencies and reports (e.g. connected to instrument and digitalization), monetary experience and enjoy from personal fairness, M&A and fresh industry. The Nomination Committee additional believes that competencies and reports throughout the ESG subjects (subjects inside environmental, social and company governance) regarded as maximum related for Ericsson and the sphere by which the Corporate operates are effectively represented at the Board, together with for instance connected to the applied sciences the Corporate develops and delivers in addition to in relation to ethics and compliance. Year the Board is definitely functioning and has a powerful composition, the Nomination Committee believes that the Board would get pleasure from supplementary monetary and governance experience in addition to enjoy and experience from the USA telecom business.

Carolina Dybeck Happe resigned from the Board of Administrators on September 23, 2024.

The Nomination Committee proposes re-election of all stream Board contributors Jon Fredrik Baksaas, Jan Carlson, Börje Ekholm, Eric A. Elzvik, Kristin S. Rinne, Jonas Synnergren, Jacob Wallenberg, Christy Wyatt and Karl Åberg, and fresh election of Christian Cederholm and Marachel Knight as contributors of the Board. Christian Cederholm is recently President and CEO of Investor, and member of the Board in Investor, Mölnlycke and Patricia Industries. Prior to now, Mr. Cederholm was once Head of Patricia Industries and Funding Supervisor at Investor. He has in depth enjoy and strategic competence from an investor and proprietor point of view. Marachel Knight is recently a member of the Board of Marvell Generation and he or she is a member of the Protection Trade Board at the USA Segment of Protection. She was once previously Senior Vice President of Strategic Program Realization at AT&T. Ms. Knight has in depth business enjoy throughout the telecom business and a deep figuring out of the USA marketplace.

It’s the Nomination Committee’s review that each and every of the proposed Board contributors, with their respective reports, provides reliable experience and enjoy to the Board. Additional it’s the Nomination Committee’s review that Mr. Cederholm’s enjoy and strategic competence from an investor and proprietor point of view, and Ms. Knight’s sturdy era and operations experience, shall be of supplementary price to Ericsson and can additional give a boost to the Board.

Out of the proposed Board contributors to be elected by way of the AGM (apart from the President and CEO) 30% are girls. The query at the stability of women and men Board contributors is an impressive query to the Nomination Committee and it’s the Committee’s ambition to beef up such stability at the Board of Administrators over era.

Knowledge relating to proposed Board contributors
Knowledge in regards to the proposed Board contributors is gifted in Showcase 2 to the Nomination Committee’s proposal.

Self determination of Board contributors

The Nomination Committee has made refer to tests relating to acceptable Swedish sovereignty necessities and US NASDAQ sovereignty necessities:

(i) The Nomination Committee considers that refer to Board contributors are distant of the Corporate and its senior control:

a. Jon Fredrik Baksaas
b. Jan Carlson
c. Christian Cederholm
d. Eric A. Elzvik
e. Marachel Knight
f. Kristin S. Rinne
g. Jonas Synnergren
h. Jacob Wallenberg
i. Christy Wyatt
j. Karl Åberg

(ii) From some of the Board contributors reported in (i) above, the Nomination Committee considers that refer to are distant of the Corporate’s main shareholders:

a. Jon Fredrik Baksaas
b. Jan Carlson
c. Eric A. Elzvik
d. Marachel Knight
e. Kristin S. Rinne
f. Jonas Synnergren
g. Christy Wyatt

Additionally, the Nomination Committee considers that refer to Board contributors are distant in recognize of all acceptable sovereignty necessities:

a. Jon Fredrik Baksaas
b. Jan Carlson
c. Eric A. Elzvik
d. Marachel Knight
e. Kristin S. Rinne
f. Jonas Synnergen
g. Christy Wyatt

The Nomination Committee concludes that the proposed composition of the Board of Administrators meets the sovereignty necessities acceptable to Ericsson.

Merchandise 12 Election of the Chair of the Board of Administrators

The Nomination Committee proposes that Jan Carlson be re-elected Chair of the Board of Administrators.

Merchandise 13 Choice of auditors

Consistent with the articles of affiliation, the Corporate shall have at least one and not more than 3 registered people accounting companies as auditor. The Nomination Committee proposes that the Corporate will have to have one registered people accounting company as auditor.

Merchandise 14 Charges payable to the auditor

The Nomination Committee proposes, as in earlier years, that the auditor charges be paid in opposition to licensed account.

Merchandise 15 Election of auditor

Based on the advice by way of the Audit and Compliance Committee, the Nomination Committee proposes that Deloitte AB be appointed auditor for the length from the tip of the AGM 2025 till the tip of the AGM 2026 (re-election).

Merchandise 16 Implementation of LTV 2025 together with switch of treasury hold, directed percentage factor and authorization for the Board of Administrators to make a decision on an acquisition deal of stocks of order C

Background

The Remuneration Committee and the Board of Administrators overview the long-term variable reimbursement (“LTV“) methods to the Govt Staff (“ET“) and for staff categorised as executives (“Executives“) on an ongoing foundation. The analysis considers the LTV methods for effectiveness in serving their function to help reaching the Ericsson Workforce’s strategic industry targets and sustainable long-term pursuits in addition to their facility to extend the long-term center of attention of the contributors of the ET and the Executives and align their pursuits with the long-term expectancies and the pursuits of the shareholders.

In accordance with investor comments, and following analysis by way of the Remuneration Committee and the Board of Administrators of the continuing LTV methods (LTV 2022, LTV I 2023, LTV II 2023 and LTV 2024), for the ET and the Executives, adjustments in sure of the LTV functionality metrics are proposed for the LTV 2025. The primary functions of the proposed adjustments to LTV 2025 are to additional enlarge the long-term center of attention of the ET and the Executives to assure alignment with the long-term pursuits of shareholders, and to give a boost to Ericsson’s loyalty to long-term sustainability and accountable industry practices. The proposed adjustments additionally building up the detail and relevance of the plan by way of starting a large comparability crew with upper geographical consistency for Relative General Shareholder Go back functionality standards. The continuing LTV methods have enabled the Corporate to draw, reserve and inspire senior leaders and deal them globally aggressive remuneration, and stay dedicated to assemble higher shareholder price.

LTV 2025 is an integral a part of the Corporate’s remuneration technique, and the Board of Administrators particularly expects the contributors of the ET and the Executives to put up important fairness holdings to align the pursuits and expectancies of the LTV program individuals with the ones of shareholders.

Proposals
16.1 Implementation of the LTV 2025

The Board of Administrators proposes that the AGM 2025 unravel at the LTV 2025 for the ET and the Executives comprising a most of 12.7 million stocks of order B within the Corporate as put forth underneath.

Targets of the LTV program
The LTV program is designed to handover long-term incentives for the ET and the Executives (“Participants“), thereby growing long-term price for the shareholders. The struggle is to draw, reserve and inspire senior leaders in a aggressive marketplace via performance-based percentage connected incentives, to inspire the build-up of vital fairness holdings to align the pursuits of the Individuals with the ones of shareholders and to additional give a boost to the ET’s and the Executives’ loyalty to long-term sustainability and accountable industry.

The LTV Program in short
The LTV Program is proposed to incorporate all contributors (stream and month) of the ET and the Executives, recently comprising roughly 200 staff, together with the President and CEO. Awards below LTV 2025 (“Performance Share Awards“) shall be granted distant of rate entitling the Player, only if, amongst alternative issues, sure functionality standards as put forth underneath are met, to obtain a lot of stocks at deny attention, following expiration of a three-year vesting length (“Vesting Period“). Allotment of stocks pursuant to Efficiency Proportion Awards shall be matter to the success of functionality standards, as put forth underneath, and can normally require that the Player keeps his or her occupation over the Vesting Duration. All main choices in relation to LTV 2025 shall be taken by way of the Remuneration Committee, with commendation by way of the total Board of Administrators as required.

Granting of Efficiency Proportion Awards
Granting of Efficiency Proportion Awards to the Individuals will normally rush park once practicably conceivable following the AGM 2025. For 2025, the price of the underlying stocks in recognize of the Efficiency Proportion Awards made to the President and CEO is not going to exceed 150% of the Annual Bottom Wage on the era of serve, and for alternative Individuals, the price is not going to exceed 100% of the Individuals’ respective Annual Bottom Wage on the era of serve, until the Player is hired within the USA the place the price is not going to exceed 200% of Individuals’ Annual Bottom Wage.

The percentage value old to calculate the collection of stocks to which the Efficiency Proportion Awards entitle would be the volume-weighted reasonable of the marketplace value of stocks of order B in Ericsson on Nasdaq Stockholm all the way through the 5 buying and selling days instantly following the newsletter of the Corporate’s meantime document for the fourth quarter 2024.

Efficiency standards
The vesting of the Efficiency Proportion Awards shall be matter to the typical delight of a functionality criterion connected to Workforce EBITA (income (loss) sooner than pastime, taxes, amortizations and apart from write-downs of got intangible property and restructuring fees^[2]) for the monetary years 2025, 2026 and 2027, at the side of functionality standards connected to three-year overall shareholder go back (“TSR“^[3]) and Workforce Environmental Social Governance (“ESG“), which is able to resolve what portion (if any) of the Efficiency Proportion Awards will vest on the stop of the Vesting Duration.

The 3-year reasonable Workforce EBITA functionality criterion pertains to 45% of the Efficiency Proportion Awards and the utmost vesting stage is 200%.

The functionality standards in response to TSR are absolute TSR construction and relative TSR construction for the Ericsson order B percentage over the length January 1, 2025 – December 31, 2027 (“Performance Period“^[4]). Absolutely the and relative TSR functionality standards relate to twenty-five% and 20%, respectively, of the Efficiency Proportion Awards and the utmost vesting stage for each TSR functionality standards is 200%.

The Workforce ESG functionality criterion steady over the Efficiency Duration will relate to ten% of the Efficiency Proportion Awards, and the utmost vesting stage is 200%.

Please see statuses will follow to the functionality standards:

Workforce EBITA functionality criterion

45% of the Efficiency Proportion Awards granted to a Player shall be matter to fulfilment of a Workforce EBITA functionality criterion for the 2025, 2026 and 2027 monetary years, calculated as the typical of the success of the 3 annual EBITA goals. The Workforce EBITA functionality criterion is established by way of the Board of Administrators and can stipulate a minimal stage and a most stage for each and every of the monetary years 2025, 2026 and 2027. The Workforce EBITA goals are established yearly and now not disclosed because of hold marketplace and pageant concerns. Goal success for each and every monetary 12 months shall be ambitious by way of the Board of Administrators when the audited end result for each and every of the monetary years is to be had.

If the utmost functionality stage for the related monetary 12 months is reached or exceeded, goal success for that monetary 12 months shall be ambitious at 200%. If functionality for the related monetary 12 months quantities to or is underneath the minimal stage, goal success for that monetary 12 months shall be ambitious at 0%. If functionality for the related monetary 12 months is underneath the utmost stage however exceeds the minimal stage, goal success for that monetary 12 months shall be ambitious on a unbending pro-rata foundation. When audited effects for all 3 monetary years are to be had, the typical goal success shall be calculated by way of including the objective success for each and every 12 months and dividing the sum by way of 3. The vesting stage of Efficiency Proportion Awards connected to Workforce EBITA functionality criterion will equivalent the typical goal success and be ambitious by way of the Board of Administrators. The allotment of the stocks is not going to happen till the tip of the Vesting Duration in 2028.

Absolute TSR functionality criterion
25% of the Efficiency Proportion Awards granted to a Player shall be matter to achievement of an absolute TSR functionality criterion over the Efficiency Duration. If absolutely the TSR construction reaches or exceeds 14% consistent with annum compounded, most vesting of 200% of the Efficiency Proportion Awards connected to absolute TSR functionality criterion will happen. If absolutely the TSR construction is underneath or reaches best 6% consistent with annum compounded, deny vesting will happen in recognize of the Efficiency Proportion Awards connected to absolutely the TSR functionality criterion. A unbending pro-rata vesting from 0% to 200% of the Efficiency Proportion Awards connected to absolute TSR functionality criterion will follow if the Corporate’s absolute TSR functionality is between 6% and 14% consistent with annum compounded. The allotment of the stocks is not going to happen till the tip of the Vesting Duration in 2028.

Relative TSR functionality criterion
20% of the Efficiency Proportion Awards granted to a Player shall be matter to fulfilment of a relative TSR functionality criterion over the Efficiency Duration, in comparison to a Eu hold index. The vesting of the relative TSR connected Efficiency Proportion Awards varies relying at the Corporate’s TSR functionality in comparison to functionality of STOXX EUROPE 600 Index (the “Index“). If the Corporate’s TSR functionality is underneath functionality of the Index, deny vesting will happen in recognize of the Efficiency Proportion Awards connected to relative TSR functionality criterion. Threshold vesting begins when the Corporate’s TSR functionality is the same as the Index and is ready at 85%. Most vesting of 200% is ready at 22.5043% overperformance in comparison to the Index over the Efficiency Duration (equivalent to 7% annual compound overperformance). A unbending pro-rata vesting from 85% to 200% will follow between threshold and most vesting. The allotment of the stocks is not going to happen till the tip of the Vesting Duration in 2028.

Workforce ESG functionality criterion

10% of the Efficiency Proportion Awards granted to a Player shall be matter to fulfilment of a Workforce ESG functionality criterion constructed from two similarly weighted subcomponents overlaying environmental and social sides of ESG steady over the Efficiency Duration. The allotment of the stocks is not going to happen till the tip of the Vesting Duration in 2028.

Aid of greenhouse gasoline emissions
5% of the Efficiency Proportion Awards granted to a Player shall be matter to achievement of a functionality criterion of lowering greenhouse gasoline (“GHG“) emissions^[5] from provider fleet automobiles, power intake at amenities and from industry advance^[6] for the 2025, 2026 and 2027 monetary years^[7]. The achievement of the functionality criterion is calculated as the typical of the success of the 3 annual GHG emissions goals.

The GHG emissions goal ranges shall be outlined yearly in alignment with the emissions aid trajectory poised for reaching Internet 0 emissions from the Ericsson Workforce’s personal actions by way of 2030.

For 2025, the GHG emissions goal stage is 98 ktonne CO2e. If the GHG emissions within the Ericsson Workforce quantity to 84 ktonne CO2e or much less by way of year-end 2025, the success stage for 2025 shall be poised to 200%. If the GHG emissions within the Ericsson Workforce quantity to 112 ktonne CO2e or extra by way of year-end 2025, the success stage for 2025 shall be poised to 0%. If the GHG emissions within the Ericsson Workforce by way of year-end 2025 exceed 84 ktonne CO2e however are underneath 112 ktonne CO2e, the success stage for that monetary 12 months shall be ambitious on a unbending pro-rata foundation.

The 2026 and 2027 goals of lowering GHG emissions will be established yearly by way of the Board of Administrators in keeping with the similar ideas as for 2025 and can stipulate a goal stage, a minimal stage, and a most stage. Lowering GHG emissions is extremely depending on industry technique and on operational style. Control choices on e.g., divestiture, acquisitions, amenities, or outsourcing may have momentary main affect at the Ericsson Workforce’s GHG emissions. A multiannual goal in response to three-year reasonable will permit the Board of Administrators to extra correctly account for dynamics impacting Ericsson’s talent to shed GHG emissions. As well as, the emissions aid trajectory against reaching Internet 0 emissions from the Ericsson Workforce’s personal actions by way of 2030 will essentially shift relying on advance within the component years, making it tough to poised significant goals for a multi-year length. In shiny of earlier main and speedy achievements in GHG emissions aid, the Board’s view is that figuring out a three-year GHG emissions aid goal firstly of a three-year length would possibly, within the context of increasingly more speedy construction within the branch, form adverse results within the mode of both over the top remuneration or unpriviledged retention, misaligned with the target of the Corporate’s tips for remuneration to crew control. The Board of Administrators due to this fact proposes that the 2026 and 2027 goals of lowering GHG emissions will be established yearly by way of the Board of Administrators in keeping with the similar ideas as for the monetary 12 months 2025. The success stage for each and every monetary 12 months shall be ambitious by way of the Board of Administrators when the audited end result for each and every of the monetary years is to be had.

The typical success stage shall be calculated by way of including the success stage for each and every 12 months and dividing the sum by way of 3. The vesting stage of Efficiency Proportion Awards connected to the 2025, 2026 and 2027 GHG emissions functionality criterion will equivalent the typical success stage and be ambitious by way of the Board of Administrators. The allotment of the stocks is not going to happen till the tip of the Vesting Duration in 2028.

Expanding the illustration of ladies leaders in Ericsson
5% of the Efficiency Proportion Awards granted to a Player shall be matter to fulfilment of a subcomponent of accelerating the illustration of ladies leaders (i.e., girls protecting roles with population control accountability) within the Ericsson Workforce to 27% by way of the tip of the Efficiency Duration, which is in sequence with reaching the objective trajectory for expanding the illustration of ladies leaders within the Ericsson Workforce to 30% by way of 2030.

If the illustration of ladies leaders within the Ericsson Workforce quantities to twenty-eight% or above by way of the tip of the Efficiency Duration, the utmost vesting of 200% of the Efficiency Proportion Awards connected to this subcomponent will happen. If the illustration of ladies leaders within the Ericsson Workforce quantities to 26% or underneath by way of the tip of the Efficiency Duration, deny vesting will happen in recognize of the Efficiency Proportion Awards connected to this subcomponent. A unbending pro-rata vesting from 0% to 200% of the Efficiency Proportion Awards connected to expanding the illustration of ladies leaders within the Ericsson Workforce subcomponent will follow if the illustration of ladies leaders within the Ericsson Workforce exceeds 26% however is underneath 28% by way of the tip of the Efficiency Duration.

The vesting stage of Efficiency Proportion Awards connected to the Workforce ESG functionality criterion shall be ambitious by way of the Board of Administrators when the audited effects for each subcomponents on the stop of the monetary 12 months 2027 are to be had. The allotment of the stocks is not going to happen till the tip of the Vesting Duration in 2028.

Details about the end result of the functionality standards shall be supplied deny after than in the yearly document for the monetary 12 months 2027.

Allotment of stocks

Only if the functionality standards above were met and that the Player has retained his or her occupation (until particular cases are to hand) all the way through the Vesting Duration, allotment of vested stocks will rush park once practicably conceivable following the expiration of the Vesting Duration.

When figuring out the general vesting stage of Efficiency Proportion Awards, the Board of Administrators shall read about whether or not the vesting stage is cheap making an allowance for the Corporate’s monetary effects and place, statuses at the hold marketplace and alternative cases, equivalent to environmental, social, ethics and compliance elements, and if now not, as ambitious by way of the Board of Administrators, shed the vesting stage to the decrease stage deemed suitable by way of the Board of Administrators.

Within the tournament supply of stocks to Individuals can not rush park below acceptable regulation or at an affordable charge and using affordable administrative measures, the Board of Administrators shall be entitled to make a decision that Individuals would possibly, in lieu, be presented a money agreement.

In view of the hastily converting geopolitical, felony and regulatory environments in a lot of the jurisdictions by which the Corporate operates, it’s crucial that the Corporate is in a position to assure that its operations, together with its remuneration methods, agree to regulation.

Will have to any of the functionality metrics contained in this system be deemed to be in violation of acceptable regulation or if another way keeping up such metric would have a subject material antagonistic affect at the Corporate, the Board would possibly amend this system to take away the related metric.

The Corporate has the fitting to, sooner than handing over vested stocks to the Individuals, reserve and promote the collection of stocks required to guard the associated fee for withholding and paying tax and social safety liabilities to the behalf of the Individuals in terms of the Efficiency Proportion Awards for remittance to earnings government. In such an tournament, the online quantity of vested stocks will thus be brought to the Individuals then the vested Efficiency Proportion Awards are lowered by way of the collection of stocks retained by way of the Corporate for such functions.

Financing

The Board of Administrators has regarded as other financing modes for switch of stocks below the LTV 2025 together with switch of treasury hold and an fairness switch pledge with a 3rd birthday party. The Board of Administrators considers {that a} directed factor of stocks of order C within the Corporate, adopted by way of buy-back and switch of treasury hold is essentially the most charge environment friendly and versatile form to switch stocks below LTV 2025.

The Corporate’s stream protecting of treasury hold isn’t adequate for the implementation of the LTV 2025. Due to this fact, the Board of Administrators proposes a directed percentage factor and purchase again of stocks as additional put forth underneath below merchandise 16.2. Below the proposed transactions, stocks are issued on the percentage’s quota price and repurchased as quickly because the stocks were subscribed for and registered. The acquisition value paid by way of the Corporate to the subscriber equals the subscription value. As reimbursement to the subscriber for its support within the issuance and buy-back of stocks below pieces 16 and 18, the Corporate pays to the subscriber an quantity totaling SEK 200,000.

The process of issuance and buy-back of stocks for the Corporate’s LTV methods has prior to now been made up our minds by way of the AGMs in 2001, 2003, 2008, 2009, 2012, 2016, 2017, 2023 and 2024.

For the reason that prices for the Corporate in reference to an fairness switch pledge shall be considerably upper than the prices in reference to switch of treasury hold, the primary supplementary is that the monetary publicity is connect by way of switch of treasury hold and that an fairness switch pledge with a 3rd birthday party is an supplementary within the tournament that the specified majority for commendation isn’t reached.

Prices

The full impact at the source of revenue commentary of the LTV 2025, together with financing prices and social safety charges, is estimated to length between SEK 444 million and SEK 645 million dispensed through the years 2025–2028. The prices depends upon the month construction of the cost of Ericsson order B percentage.

The management charge for hedging the monetary publicity of the LTV 2025 by the use of an fairness switch pledge is recently estimated to roughly SEK 70 million, in comparison to the price of roughly SEK 200,000 for the usage of newly issued and bought stocks in treasury (SEK 200,000 is the entire charge paid to the subscriber in terms of pieces 16 and 18, without reference to the collection of percentage issuances).

Dilution

The Corporate has roughly 3.3 billion registered stocks. As consistent with February 19, 2025, the Corporate held roughly 15.6 million stocks in treasury. The collection of stocks that can be required for ongoing LTV methods (2022, I 2023 and II 2023) as consistent with February 19, 2025, is estimated to roughly 12 million stocks, comparable to roughly 0.36 % of the collection of registered stocks of the Corporate. To bring to put into effect the LTV 2025, a complete of as much as 12.7 million stocks are required, which corresponds to roughly 0.38 % of the entire collection of registered stocks of the Corporate, therefore a subject of fresh stocks of order C, adopted by way of a buy-back, is proposed for the implementation of LTV 2025. The impact on impressive key figures is best marginal.

16.2 Switch of treasury hold to staff and on an trade, directed percentage factor and acquisition deal for the LTV 2025

a) Switch of treasury hold below the LTV 2025

To accumulation the supply of Efficiency Stocks in line with the phrases and statuses of the LTV 2025, the Board of Administrators proposes that the AGM unravel that the Corporate shall have the fitting to switch not more than 10.9 million stocks of order B within the Corporate much less any stocks retained by way of the Corporate as consistent with merchandise 16.2 c) on refer to phrases and statuses:

The suitable to obtain stocks will be granted to such individuals throughout the Ericsson Workforce coated by way of the phrases and statuses pursuant to the LTV 2025. Moreover, subsidiaries throughout the Ericsson Workforce shall have the fitting to obtain stocks, distant of attention, and such subsidiaries will be obligated to instantly switch, distant of attention, stocks to staff coated by way of the phrases and statuses of the LTV 2025.
The worker shall have the fitting to obtain stocks all the way through the length when the worker is entitled to obtain stocks pursuant to the phrases and statuses of the LTV 2025.
Workers coated by way of the phrases and statuses of the LTV 2025 shall obtain stocks of order B within the Corporate distant of attention.
The collection of stocks of order B within the Corporate that can be transferred below the LTV 2025 could also be matter to recalculation within the tournament of bonus problems, splits, rights problems and/or matching measures, below the phrases and statuses of the LTV 2025.

b) Switch of treasury hold on an trade to guard bills for the LTV 2025

The Corporate would possibly, previous to the AGM in 2026, switch not more than 1.8 million stocks of order B within the Corporate, to deliver to guard sure bills, basically social safety bills. Switch of the stocks will be effected on Nasdaq Stockholm at a worth throughout the, at each and every era, customery value break for the proportion as disseminated by way of Nasdaq Stockholm.

c) Authorization to make a decision on switch of treasury hold on an trade to guard prices for tax and social safety liabilities for the Individuals within the LTV 2025

Authorization for the Board of Administrators to make a decision to, together with the supply of vested stocks below LTV 2025, previous to the AGM in 2026, reserve and promote not more than 70% of the vested stocks of order B within the Corporate to deliver to guard the prices for withholding and paying tax and social safety liabilities to the behalf of the Individuals in terms of the Efficiency Proportion Awards for remittance to earnings government. Switch of the stocks will be effected on Nasdaq Stockholm at a worth throughout the, at each and every era, customery value break for the proportion as disseminated by way of Nasdaq Stockholm. Those stocks mode part of the general collection of vested stocks to the workers below LTV 2025 and don’t incur supplementary prices to the LTV 2025 for the Corporate.

d) Directed factor of stocks of order C within the Corporate for the LTV 2025

Building up of the proportion capital within the Corporate by way of SEK 63,500,000.02 via a subject of 12.7 million stocks of order C within the Corporate, each and every percentage with a quota price of roughly SEK 5. The phrases and statuses of the proportion factor are refer to:

The fresh stocks shall – with divergence from the shareholders’ preferential rights – be subscribed for best by way of Skandinaviska Enskilda Banken AB or its subsidiaries.
The fresh stocks will be subscribed for all the way through the length as from April 28, 2025 as much as and together with Would possibly 5, 2025 Over-subscription would possibly not happen.
The quantity that will be paid for each and every fresh percentage will be the quota price (roughly SEK 5).
Fee for the subscribed stocks will be made on the era of subscription.
The Board of Administrators will be entitled to increase the length for subscription and cost.
The fresh stocks shall now not entitle the holders to dividend cost.
It’s famous that the fresh stocks are matter to restrictions pursuant to Bankruptcy 4, Division 6 (conversion clause) and Bankruptcy 20, Division 31 (redemption clause) of the Swedish Firms Work.

The Board of Administrators proposes that the President and CEO will be approved to build the minor changes to the above resolutions that can end up to be important in reference to the registration with the Swedish Firms Registration Place of business.

Causes for divergence from the shareholders’ preferential rights and ideas on which the subscription value is founded

The Board of Administrators considers {that a} directed factor of stocks of order C, adopted by way of buy-back and switch of treasury hold is essentially the most charge environment friendly and versatile form to switch stocks below the LTV 2025. Stocks are issued on the percentage’s quota price and repurchased as quickly because the stocks were subscribed for and registered. The acquisition value paid by way of the Corporate to the subscriber equals the subscription value.

e) Authorization for the Board of Administrators to make a decision on a directed acquisition deal for the LTV 2025

Authorization for the Board of Administrators to make a decision that 12.7 million stocks of order C within the Corporate be got in keeping with refer to:

Acquisition would possibly happen by way of an deal to obtain stocks directed to all holders of stocks of order C in Ericsson.
The authorization could also be exercised till the AGM in 2026.
The purchase will be made at a worth comparable to the quota price of the proportion (roughly SEK 5 consistent with percentage).
Fee for got stocks will be made in money.

16.3 Fairness Switch Assurance with 3rd birthday party in terms of the LTV 2025

Within the tournament that the specified majority for commendation isn’t reached below merchandise 16.2 above, the monetary publicity of the LTV 2025 will be hedged by way of the Corporate getting into into an fairness switch pledge with a 3rd birthday party, below which the 3rd birthday party would possibly, in its personal identify, gain and switch stocks of order B within the Corporate to staff coated by way of the LTV 2025.

Majority laws

The solution of the AGM on implementation of the LTV 2025 in keeping with merchandise 16.1 calls for that greater than part of the votes solid on the AGM approve the proposal. The solution of the AGM on switch of treasury hold to staff and on an trade, directed percentage factor and acquisition deal for the LTV 2025 in keeping with merchandise 16.2 calls for that shareholders representing a minimum of nine-tenths of the votes solid in addition to the stocks represented on the AGM approve the proposal. The solution of the AGM on an Fairness Switch Assurance with 3rd birthday party in keeping with merchandise 16.3 calls for that greater than part of the votes solid on the AGM approve the proposal.

Description of alternative ongoing long-term variable reimbursement methods

Along with the LTV methods for 2022, 2023 and 2024, that are directed on the President and CEO, the ET, and the Executives, the Corporate has alternative ongoing long-term variable reimbursement methods directed at alternative staff throughout the Workforce. Those methods are an integral a part of the Corporate’s remuneration technique in addition to part of the Corporate’s skill control technique. The Corporate has made up our minds to put into effect one alternative share-related reimbursement program for 2025: the Key Contribution Plan 2025 (“KC Plan 2025“). Ericsson has additionally applied an all-employee percentage acquire plan in 2021 (ESPP).

The KC Plan 2025

The KC Plan 2025 is designed to acknowledge the most efficient skill, particular person functionality, attainable and important abilities in addition to inspire the retention of key staff. Roughly 10% to fourteen% of Ericsson staff shall be eligible for the KC Plan 2025. The award ranges are assigned to staff basically inside in a length of 10 – 50% of Annual Bottom Wage to deliver higher alignment with the native marketplace statuses.

Individuals are assigned a possible award, which is transformed into a lot of artificial stocks in response to the similar marketplace value of the stocks of order B in Ericsson old for the LTV 2025 on the era of serve. The plan has a three-year overall provider length (“Service Period“) all the way through which the awards are paid on an annual rolling bases following the underneath cost time table:

25% of the award on the stop of the primary 12 months,
25% of the award on the stop of the second one 12 months, and
50% of the award on the stop of the total Carrier Duration.

The price of each and every artificial percentage is pushed by way of absolutely the percentage value functionality of stocks of order B in Ericsson stocks all the way through the Carrier Duration. On the while of vesting for each and every instalment of the above-described annual rolling cost time table, the factitious stocks are transformed right into a money quantity, founded available on the market value of the Ericsson order B percentage on Nasdaq Stockholm on the respective vesting while, and this ultimate quantity is paid to the Player in money improper sooner than tax. It’s estimated that roughly 19.1 million artificial stocks shall be awarded below the KC Plan 2025. The utmost overall charge impact of the KC Plan 2025 at the source of revenue commentary, together with social safety charges, is estimated to be roughly SEK 1.65 billion dispensed through the years 2025–2028. The prices depends upon the month construction of the marketplace value of the Ericsson order B percentage.

The Ericsson percentage acquire plan (“ESPP“)

Ericsson is dedicated to serving to staff thrive and to spotting them for the affect they assemble by way of offering alternatives to complement their running enjoy. To bring to inspire staff to play games an lively function in attaining the Corporate’s function, additional assemble sense of belonging and possession, the ESPP was once introduced in 2021. In overall the ESPP is now reside in 67 international locations for 63,000 eligible staff of which roughly 13,000 have been collaborating at year-end 2024, representing 21% of eligible public.

The ESPP is an all-employee percentage acquire plan that allows staff to buy stocks of order B in Ericsson as much as a most price of SEK 55,000 consistent with 12 months by means of per month payroll deduction. In reputation of the workers’ loyalty, Ericsson helps the individuals with a web money cost as much as 15% in their elected contribution quantities and covers the tax at the Corporate supported quantity, which is payable by means of payroll. Below the ESPP individuals will gain stocks of order B in Ericsson at marketplace value on Nasdaq Stockholm and the ESPP does due to this fact now not have any dilutive impact.

The Corporate’s ongoing variable reimbursement methods are described in additional component within the Annual Document 2024 within the Notes to the consolidated monetary statements, Be aware G3: Proportion-based reimbursement and at the Corporate’s web site.

Merchandise 17 Solution on an addition to the phrases of the Lengthy-Time period Variable Reimbursement Methods LTV I 2023, LTV II 2023 and LTV 2024

Background

Proposal

Additional to the proposal in merchandise 16 above on implementation of the LTV 2025, the Board of Administrators proposes that refer to addition is made to the phrases of the Lengthy-Time period Variable Reimbursement Methods LTV I 2023, LTV II 2023 and LTV 2024, to be integrated as a fresh ultimate paragraph below “Allotment of shares” within the respective program:

“Should any of the performance metrics contained in the program be deemed to be in violation of applicable law or if otherwise maintaining such metric would have a material adverse impact on the Company, the Board may amend the program to remove the relevant metric.”

Majority laws

The solution of the AGM on an addition to the phrases of the Lengthy-Time period Variable Reimbursement Methods LTV I 2023, LTV II 2023 and LTV 2024 in keeping with merchandise 17 calls for that greater than part of the votes solid on the AGM approve the proposal.

Merchandise 18 Solution on switch of treasury hold to staff and on an trade, directed percentage factor and acquisition deal in terms of the sooner solution at the LTV 2024

The AGM in 2024 resolved to put into effect Lengthy-Time period Variable Reimbursement Program 2024 (“LTV 2024“) and to accumulation the Corporate’s undertakings below LTV 2024 via an fairness switch pledge with a 3rd birthday party. The Board of Administrators nonetheless considers that switch of treasury hold, an offer that was once now not licensed by way of the AGM 2024, is essentially the most charge environment friendly and versatile form to accumulation the undertakings below LTV 2024.

The Corporate has roughly 3.3 billion registered stocks. For LTV 2024, a complete of as much as 10.4 million stocks are required, which corresponds to roughly 0.31 % of the entire collection of registered stocks, therefore a subject of fresh stocks of order C, adopted by way of a buy-back, is proposed for LTV 2024. The impact on impressive key figures is best marginal.

a) Switch of treasury hold below the LTV 2024

To accumulation the supply of Efficiency Stocks in line with the phrases and statuses of the LTV 2024, the Board of Administrators proposes that the AGM unravel that the Corporate shall have the fitting to switch not more than 8.6 million stocks of order B within the Corporate much less any stocks retained by way of the Corporate as consistent with merchandise 18 c) on refer to phrases and statuses:

The suitable to obtain stocks will be granted to such individuals throughout the Ericsson Workforce coated by way of the phrases and statuses pursuant to the LTV 2024. Moreover, subsidiaries throughout the Ericsson Workforce shall have the fitting to obtain stocks, distant of attention, and such subsidiaries will be obligated to instantly switch, distant of attention, stocks to staff coated by way of the phrases and statuses of the LTV 2024.
The worker shall have the fitting to obtain stocks all the way through the length when the worker is entitled to obtain stocks pursuant to the phrases and statuses of the LTV 2024.
Workers coated by way of the phrases and statuses of the LTV 2024 shall obtain stocks of order B within the Corporate distant of attention.
The collection of stocks of order B within the Corporate that can be transferred below the LTV 2024 could also be matter to recalculation within the tournament of bonus problems, splits, rights problems and/or matching measures, below the phrases and statuses of the LTV 2024.

b) Switch of treasury hold on an trade to guard bills for the LTV 2024

c) Authorization to make a decision on switch of treasury hold on an trade to guard prices for tax and social safety liabilities for the Individuals within the LTV 2024

Authorization for the Board of Administrators to make a decision to, together with the supply of vested stocks below LTV 2024, previous to the AGM in 2026, reserve and promote not more than 70% of the vested stocks of order B within the Corporate to deliver to guard the prices for withholding and paying tax and social safety liabilities to the behalf of the Individuals in terms of the Efficiency Proportion Awards for remittance to earnings government. Switch of the stocks will be effected on Nasdaq Stockholm at a worth throughout the, at each and every era, customery value break for the proportion as disseminated by way of Nasdaq Stockholm. Those stocks mode part of the general collection of vested stocks to the workers below LTV 2024 and don’t incur supplementary prices to the LTV 2024 for the Corporate.

d) Directed factor of stocks of order C within the Corporate for the LTV 2024

Building up of the proportion capital within the Corporate by way of SEK 52,000,000.01 via a subject of 10.4 million stocks of order C within the Corporate, each and every percentage with a quota price of roughly SEK 5. The phrases and statuses of the proportion factor are refer to:

The fresh stocks shall – with divergence from the shareholders’ preferential rights – be subscribed for best by way of Skandinaviska Enskilda Banken AB or its subsidiaries.
The fresh stocks will be subscribed for all the way through the length as from April 28, 2025, as much as and together with Would possibly 5, 2025. Over-subscription would possibly not happen.
The quantity that will be paid for each and every fresh percentage will be the quota price (roughly SEK 5).
Fee for the subscribed stocks will be made on the era of subscription.
The Board of Administrators will be entitled to increase the length for subscription and cost.
The fresh stocks shall now not entitle the holders to dividend cost.
It’s famous that the fresh stocks are matter to restrictions pursuant to Bankruptcy 4, Division 6 (conversion clause) and Bankruptcy 20, Division 31 (redemption clause) of the Swedish Firms Work.

Causes for divergence from the shareholders’ preferential rights and ideas on which the subscription value is founded

The Board of Administrators considers {that a} directed factor of stocks of order C, adopted by way of buy-back and switch of treasury hold is essentially the most charge environment friendly and versatile form to switch stocks below the LTV 2024. Stocks are issued on the percentage’s quota price and repurchased as quickly because the stocks were subscribed for and registered. The acquisition value paid by way of the Corporate to the subscriber equals the subscription value. As reimbursement to the subscriber for its support within the issuance and buy-back of stocks below pieces 16 and 18, the Corporate pays to the subscriber an quantity totaling SEK 200,000.

e) Authorization for the Board of Administrators to make a decision on a directed acquisition deal for the LTV 2024

Authorization for the Board of Administrators to make a decision that 10.4 million stocks of order C within the Corporate be got in keeping with refer to:

Acquisition would possibly happen by way of an deal to obtain stocks directed to all holders of stocks of order C in Ericsson.
The authorization could also be exercised till the AGM in 2026.
The purchase will be made at a worth comparable to the quota price of the proportion (roughly SEK 5 consistent with percentage).
Fee for got stocks will be made in money.

Majority laws

The solution of the AGM on switch of treasury hold to staff and on an trade, directed percentage factor and acquisition deal for the LTV 2024 in keeping with merchandise 18 is proposed to be taken as one determination and calls for that shareholders representing a minimum of nine-tenths of the votes solid in addition to the stocks represented on the AGM approve the proposal.

Merchandise 19 Resolutions on switch of treasury hold in terms of the resolutions at the ongoing LTV 2022, LTV I 2023 and LTV II 2023

19.1 Switch of treasury hold on an trade to guard bills

The AGM in 2024 resolved on a proper for the Corporate to switch in overall not more than 2.2 million stocks of order B within the Corporate on a hold trade to guard sure bills, basically social safety bills, which would possibly happen in terms of the Lengthy-Time period Variable Reimbursement Methods LTV 2022, LTV I 2023 and LTV II 2023 (the “Programs“).

The solution is legitimate as much as refer to AGM. Resolutions on switch of treasury hold to bring about the above-mentioned methods will have to due to this fact be repeated at next AGMs. None of those 2.2 million stocks of order B within the Corporate were transferred as much as February 19, 2025.

The Board of Administrators proposes that the AGM unravel that the Corporate would possibly, previous to the AGM in 2026, switch not more than 2.2 million stocks of order B within the Corporate, or the decrease collection of stocks of order B, which as consistent with March 25, 2025 stay of the unedited 2.2 million stocks for the needs of overlaying sure bills, essentially social safety bills that can happen in terms of the Methods. Switch of the stocks will be effected on Nasdaq Stockholm at a worth throughout the, at each and every era, customery value break for the proportion.

19.2 Authorization to make a decision on switch of treasury hold on an trade to guard prices for tax and social safety liabilities for the Individuals

Earlier AGMs have resolved to accumulation the supply of Efficiency Stocks in terms of the Methods via switch of in overall not more than 9.8 million stocks of order B within the Corporate to Individuals and subsidiaries throughout the Ericsson Workforce.

The Board of Administrators proposes that the AGM authorize the Board of Administrators to make a decision to, together with the supply of vested stocks below the Methods, previous to the AGM in 2026, reserve and promote not more than 60% of the vested stocks of order B within the Corporate to deliver to guard the prices for withholding and paying tax and social safety liabilities to the behalf of the Individuals in terms of the Efficiency Proportion Awards for remittance to earnings government. Switch of the stocks will be effected on Nasdaq Stockholm at a worth throughout the, at each and every era, customery value break for the proportion as disseminated by way of Nasdaq Stockholm. Those stocks mode part of the general collection of vested stocks to the workers below the Methods and don’t incur supplementary prices to the Methods for the Corporate.

Majority laws
The resolutions of the AGM on switch of treasury hold on an trade in keeping with each and every of things 19.1 and 19.2 calls for that shareholders representing a minimum of two-thirds of the votes solid in addition to the stocks represented on the AGM approve the proposals.

20. Solution on proposal from an (worker) shareholder that the AGM unravel that Ericsson put into effect a coverage making sure that govt bonuses are distributed best then all staff have won cost-of-living and performance-based wage will increase each and every 12 months

The shareholder Christopher Neitzert has proposed refer to:

“I propose that Ericsson implement a policy ensuring that executive bonuses are disbursed only after all employees have received cost-of-living and performance-based salary increases each year. If employees do not receive these adjustments, then executive bonuses shall not be awarded.”

Commentary from Ericsson’s Board of Administrators:

“Firstly, we thank Christopher Neitzert for his proposal and his attention on the topic of employee remuneration. Ericsson’s AGM 2023 have adopted guidelines for remuneration to group management. The remuneration guidelines adopted by the AGM aim to ensure alignment with Ericsson’s current remuneration philosophy and practices applicable for the Company’s employees based on the principles of competitiveness, fairness, transparency, and performance, and they are intended to remain in place for a total period of four years until the AGM 2027. The Company’s remuneration practices are designed to align with Ericsson’s strategic objectives and the long-term interests of shareholders. They enable the Company to attract, retain, and motivate individuals with diverse backgrounds, skills, and abilities, fairly reward exceptional performance, and further strengthen Ericsson’s culture.”

The above-mentioned tips have been preceded by way of cautious attention by way of the Board of Administrators and its Remuneration Committee, together with attention of the entire remuneration and occupation statuses of the Corporate’s staff by way of reviewing the appliance of Ericsson’s remuneration coverage for the broader worker public to assure consistency. The information have been additional followed to assure that the Corporate’s industry methods and tactics of running might be supported during the lifecycle of the information. The proposed coverage would war with probably the most core ideas of the Remuneration tips and entail important administrative and fiscal burdens for the Corporate. The proposal would impose large and impractical responsibilities that might be, in follow, tough to put into effect for an international corporate with a personnel as various as Ericsson that spans roughly 180 international locations. A blanket requirement for cost of inflation-connected salaries to all world staff sooner than any govt bonuses are paid, could be extremely abnormal for a multinational company of our breadth, and feature an important antagonistic affect on Ericsson’s aggressive place. Ericsson values its staff extremely and has a coverage of benchmarking remuneration in acceptable markets to assure reimbursement rest aggressive to deliver to draw and reserve the most efficient skill. As well as, Ericsson already undertakes world annual wage evaluations as a part of its functionality control program.

The Board of Administrators’ view is, by contrast background, that the information followed by way of Ericsson’s 2023 AGM stay to be essentially the most suitable tips for the Corporate’s remuneration practices, and that its stream insurance policies with recognize to remuneration around the crew stay are compatible for function.

Stocks and votes

There are in overall 3,348,251,735 stocks within the Corporate: 261,755,983 stocks of order A and three,086,495,752 stocks of order B, comparable to in overall 570,405,558.2 votes. The Corporate’s protecting of treasury hold as of February 19, 2025, quantities to fifteen,579,561 stocks of order B, corresponding to at least one,557,956.1 votes.

Shareholders’ proper to obtain knowledge on the AGM

The Board of Administrators and the President and CEO shall, if any shareholder so requests and the Board of Administrators believes that it may be performed with out subject material hurt to the Corporate, handover knowledge relating to cases that can impact the review of an merchandise at the schedule and cases that can impact the review of the Corporate’s or its subsidiaries’ monetary status and the Corporate’s relation to alternative corporations throughout the Workforce.

Paperwork

The mode of energy of lawyer, the postal vote casting mode and your entire proposals of the Nomination Committee with recognize to pieces 1, and 9-15 above, together with an outline of the paintings of the Nomination Committee and Showcase 1 and a pair of to the Nomination Committee’s proposals, are to be had on the Corporate’s web site www.ericsson.com. A letter from the shareholder who has submitted the proposal below merchandise 20 is to be had in complete on the Corporate’s web site www.ericsson.com. In recognize of all alternative pieces, entire proposals are supplied below the respective merchandise within the realize. The paperwork shall be despatched upon request to shareholders offering their cope with to the Corporate.

The once a year document (together with the Board of Administrators’ commentary in relation to the proposal below merchandise 8.4 above), the auditor’s document, the remuneration document, the auditor’s commentary in regards to the tips for remuneration to crew control and the Board of Administrators’ commentary in relation to the proposals below pieces 16.2 and 18 above shall be to be had on the Corporate and at the Corporate’s web site www.ericsson.com deny after than 3 weeks previous to the AGM. The paperwork shall be despatched upon request to shareholders offering their cope with to the Corporate.

Stockholm, February 2025
Telefonaktiebolaget LM Ericsson (publ)

The Board of Administrators

^[1] Calculated as though the collection of non-employed Board contributors elected by way of the AGM was once 9 individuals and an unchanged collection of Committee contributors. A calculation in terms of the stream proposal of ten non-employed Board contributors elected by way of the AGM and an unchanged collection of Committee contributors would in lieu entail an building up of the costs by way of roughly 8.61% in comparison with the entire charges to the Board and Committee contributors resolved by way of the AGM 2024 (adjusted for ten non-employed Board contributors).

^[2] The definition of Workforce EBITA in LTV 2025 differs from the definition of Workforce EBITA within the Corporate’s Monetary document because the definition within the LTV 2025 excludes restructuring fees.

^[3] General shareholder go back, i.e., percentage value enlargement together with dividends.

^[4] To handover a solid review of functionality, the TSR construction shall be calculated in response to the typical extreme value of the Ericsson order B percentage on Nasdaq Stockholm for the three-month length instantly previous to the graduation and expiration of the Efficiency Duration.

^[5] Leisurely because the carbon dioxide equivalents (“CO2e”) of a number of greenhouse gases together with, however now not restricted to, carbon dioxide. The so-called high-altitude impact of greenhouse gasoline emissions from breeze advance isn’t to be regarded as in those calculations.

^[6] Comparable to emissions in Scope 1, Scope 2 (market-based) and Scope 3 division Trade Exit, as outlined within the Greenhouse Fuel Protocol, and reported within the Corporate’s annual statutory Sustainability and Company Accountability document.

^[7] GHG emissions are reported on a calendar 12 months foundation however for sensible and timing causes, probably the most emissions in scope of the functionality criterion are steady at the twelve-month length December as much as and together with November.

This data was once delivered to you by way of Cision http://news.cision.com

https://news.cision.com/ericsson/r/notice-of-the-annual-general-meeting-of-shareholders-2025-of-telefonaktiebolaget-lm-ericsson,c4108417

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