Invitation to Ericsson's Annual General Meeting 2019

• be recorded in the share register kept by Euroclear Sweden AB, the Swedish securities registry, on Thursday, March 21, 2019; and

• give notice of attendance to the Company at the latest on Thursday, March 21, 2019. Notice of attendance can be given by telephone +46 (0)8 402 90 54 on weekdays between 10 a.m. and 4 p.m. or on Ericsson's website www.ericsson.com.

Notice may also be given in writing to:
Telefonaktiebolaget LM Ericsson
General Meeting of shareholders
c/o Euroclear Sweden AB
Box 191
SE-101 23 Stockholm
Sweden

When giving notice of attendance, please state name, date of birth or registration number, address, telephone number and number of attending assistants, if any.

The Annual General Meeting will be conducted in Swedish and simultaneously translated 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, March 21, 2019, in order to be entitled to attend the Annual General 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 Annual General 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 Tuesday, March 26, 2019. Forms of power of attorney in Swedish and English are available on Ericsson's website, www.ericsson.com.

Processing of personal data

For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Agenda

1. Election of the Chair of the Annual General Meeting

2. Preparation and approval of the voting list

3. Approval of the agenda of the Annual General Meeting

4. Determination whether the Annual General Meeting has been properly convened

5. Election of two persons approving the minutes

6. Presentation of the annual report, the auditor's report, the consolidated accounts, the auditor's report on the consolidated accounts and the auditor's report whether the guidelines for remuneration to group management have been complied with, as well as the auditor's presentation of the audit work with respect to 2018

7. The President's speech. Questions from the shareholders to the Board of Directors and the management

8. Resolution 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; and

8.3.  the appropriation of the results in accordance with the approved balance sheet and determination of the record date for dividend

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

10. Determination of the fees payable to members of the Board of Directors elected by the Annual General Meeting and members of the Committees of the Board of Directors elected by the Annual General Meeting

11. Election of the members and deputies of the Board of Directors

The Nomination Committee´s proposal for Board members:

11.1.            Jon Fredrik Baksaas

11.2.            Jan Carlson

11.3.            Nora Denzel

11.4.            Börje Ekholm

11.5.            Eric A. Elzvik

11.6.            Kurt Jofs

11.7.            Ronnie Leten

11.8.            Kristin S. Rinne

11.9.            Helena Stjernholm

11.10.         Jacob Wallenberg

12. Election of the Chair of the Board of Directors

The Nomination Committee's proposal:

The Nomination Committee proposes that Ronnie Leten be re-elected Chair of the Board of Directors.

13.Determination of the number of auditors

14. Determination of the fees payable to the auditors

15. Election of auditors

16. Resolution on the guidelines for remuneration to Group Management

17. Long-Term Variable Compensation Program 2019 ("LTV 2019")

17.1.Resolution on implementation of Long-Term Variable Compensation Program 2019 ("LTV 2019")

17.2.Transfer of treasury stock for the LTV 2019

17.3.Equity Swap Agreement with third party in relation to the LTV 2019

18. Resolution on transfer of treasury stock to employees in relation to the resolution on the Long-Term Variable Compensation Program 2018 ("LTV 2018")

18.1.Transfer of treasury stock for the LTV 2018

18.2.Equity Swap Agreement with third party in relation to the LTV 2018

19. Resolution on transfer of treasury stock in relation to the resolutions on the Long-Term Variable Compensation Programs 2015, 2016 and 2017

20. Resolution on proposal from the shareholder Einar Hellbom that the Annual General Meeting resolve to delegate to the Board to present a proposal on equal voting rights for all shares at the Annual General Meeting 2020

21. Closing of the Annual General Meeting

Item 1 Chair of the Annual General Meeting

The Nomination Committee, appointed in accordance with the Instruction for the Nomination Committee resolved by the Annual General Meeting 2012, is composed of the Chair of the Committee Johan Forssell (Investor AB), Christer Gardell (Cevian Capital Partners Limited), Bengt Kjell (AB Industrivärden and Svenska Handelsbankens Pensionsstiftelse), Anders Oscarsson (AMF Försäkring and Fonder) and Ronnie Leten (Chair of the Board of Directors). The Nomination Committee proposes that Advokat Sven Unger be elected Chair of the Annual General Meeting of shareholders 2019.

Item 8.3 Dividend and record date

The Board of Directors proposes a dividend of SEK 1 per share and Friday, March 29, 2019, as record date for dividend. Assuming this date will be the record date, Euroclear Sweden AB is expected to disburse dividends on Wednesday, April 3, 2019.

Item 9 Number of Board members and deputies to be elected by the Annual General Meeting

According to the articles of association, the Board of Directors 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 shall be ten and that no deputies be elected.

Item 10 Fees payable to members of the Board of Directors elected by the Annual General Meeting and to members of the Committees of the Board of Directors elected by the Annual General Meeting

The Nomination Committee proposes that fees to non-employee Board members elected by the Annual General Meeting and non-employee members of the Committees of the Board of Directors elected by the Annual General Meeting be paid as follows:

•  SEK 4,075,000 to the Chair of the Board of Directors (unchanged);

•  SEK 1,020,000 each to the other Board members (previously SEK 990,000);

•  SEK 400,000 to the Chair of the Audit and Compliance Committee (previously SEK 350,000);

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

•  SEK 200,000 to each Chair of the Finance, the Remuneration and the Technology and Science Committee (unchanged); and

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

A basic principle when assessing Board fees is that these shall be competitive and make it possible to recruit and retain individuals with the best possible competence. When assessing the level of fees, a comparison has been made in relation to the Board fees in companies of equal size and complexity and it should be considered that the Ericsson Group has customers in more than 180 countries and that sales in 2018 amounted to approximately SEK 210 billion.

The Nomination Committee has compared the Board fees in Ericsson with Board fees in other international high-tech companies and has concluded that an increase of the Board fee from SEK 990,000 to SEK 1,020,000 and of the fee to the Chair of the Audit and Compliance Committee from SEK 350,000 to SEK 400,000 is reasonable and well-justified. The Nomination Committee considers that the fees to the Chair of the Board and the other fees for Committee work are reasonable and proposes that these remain unchanged.

The proposal of the Nomination Committee implies all in all an increase of the fees of less than 2% compared with the total fees to the corresponding number of Board and Committee members for Board and Committee work resolved by the Annual General Meeting 2018.

Fees in the form of synthetic shares

Background

The Nomination Committee believes that it is appropriate that Board members elected by the shareholders hold shares in Ericsson, in order to strengthen the Board members' and the shareholders' mutual interests in the Company. The Nomination Committee recommends Board members elected by the shareholders to, during a five year period, build a holding of shares or synthetic shares in Ericsson at least corresponding to the value of the annual Board fee (excluding fees for Committee work), and that such holding be kept during the time the Board member remain Board member in Ericsson.

To make it possible for Board members to create an economic interest in the Company and considering that it is in many cases difficult for Board members to trade in the Company's share due to applicable insider rules, the Nomination Committee proposes that the Board members 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 Stockholm at the time of payment.

Proposal

The Nomination Committee therefore proposes that the Annual General Meeting of shareholders 2019 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.

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

(i)         25 percent in cash – 75 percent in synthetic shares

(ii)        50 percent in cash – 50 percent in synthetic shares

(iii)       75 percent in cash – 25 percent in synthetic shares

(iv)      100 percent in cash.

• The number of synthetic shares to be allocated shall be valued to an average of the market price of shares of series B in the Company on Nasdaq Stockholm during a period of five trading days immediately following the publication of Ericsson's interim report for the first quarter of 2019. The synthetic shares are vested during the term of office, with 25 percent per quarter of the year.

• The synthetic shares give a right to, following the publication of Ericsson's year-end financial statement in 2024, receive payment of a cash amount per synthetic share corre­sponding to the market price of shares of series B in the Company at the time of payment.

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

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

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

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 limited.

Item 11 Election of Board members and deputies of the Board of Directors

The Nomination Committee proposes that the following persons be re-elected Board members:

11.1               Jon Fredrik Baksaas

11.2               Jan Carlson

11.3               Nora Denzel

11.4               Börje Ekholm

11.5               Eric A. Elzvik

11.6               Kurt Jofs

11.7               Ronnie Leten

11.8               Kristin S. Rinne

11.9               Helena Stjernholm, and

11.10             Jacob Wallenberg

In the composition of the Board of Directors, the Nomination Committee considers, among other things, experience and competence needed in the Board of Directors and its Committees, and also the value of diversity in age, gender and cultural/geographic background as well as the need for renewal. The Nomination Committee has applied the Swedish Corporate Governance Code, Section 4.1, as diversity policy. The Nomination Committee also assesses the appropriateness of the number of members of the Board of Directors and whether the Board members can devote the necessary time required to fulfill their tasks as Board members in Ericsson. The Nomination Committee primarily searches for potential Board member candidates for the upcoming mandate period but also considers future competence needs.

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 and to the Committee work. The Nomination Committee has familiarized itself with the results of the Board work evaluation that was led by the Chair of the Board of Directors. The Nomination Committee believes that it is very important that the composition of Board members proposed includes complementing experiences and competencies to make it possible for the Board of Directors to contribute to a positive development of Ericsson. The Nomination Committee aims to propose a Board of Directors that constitutes a good team to lead Ericsson.

The Nomination Committee is of the opinion that the current Board of Directors and Board work is well functioning. Further it is the Nomination Committee's view that the Board fulfils high expectations in terms of composition and that the Board of Directors as well as the individual Board members fulfil high expectations in terms of expertise. The Nomination Committee believes that the proposed Board composition provides the Company with the right conditions for realizing its long-term potential. Out of the proposed Board members to be elected by the Annual General Meeting of shareholders (excluding the President and CEO) 33% are women. The Nomination Committee strives to improve the gender balance on the Board of Directors over time. Since the Nomination Committee believes that stability and continuity on the Board of Directors is in the interest of Ericsson to secure continuity in the execution and follow up of Ericsson's focused strategy, the Nomination Committee does not propose any changes to the composition of the Board of Directors this year.

Information regarding proposed Board members

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