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TELEFONAKTIEBOLAGET LM ERICSSON (publ)
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at the Victoria Hall, The Stockholm Fair, at 5.00 p.m. on Tuesday, March 23, 1999.
Notice of attendance
Shareholders who would like to attend the Annual General Meeting shall give notice hereof to the Board of Directors, Telefonaktiebolaget LM Ericsson, Corporate Legal Affairs, S-126 25 Stockholm, or by e-mail bolagsstaemma@lme.ericsson.se, or by Tel no. +46 (0)8 719 3444 alternatively 719 4498, or by fac-simile no. +48 (0)8 719 9527 between 10.00 a.m. and 4.00 p.m. not later than on March 18, 1999. When giving notice of attendance, please indicate name, date of birth, address, and telephone no.
In order to facilitate the registration at the Meeting, powers of attorney, certificates of registration and other documents of authority should be sent to the Company at the address above so as to be available by Monday, March 22, 1999.
Participants
Only those shareholders, who have been entered in the transcription of the share register of March 12, 1999, kept by Vaerdepapperscentralen VPC AB (Swedish Securities Register Center) are entitled to participate in the Meeting upon notice of attendance. Shareholders, whose shares are registered in the name of a nominee, must temporarily be entered into the share register in order to be entitled to participate in the Meeting. The shareholder is requested to inform the nominee in due time before Friday, March 12, 1999, when such registration must have been made.
Agenda
The following items must be dealt with at the Meeting
1 To elect the chairman of the Meeting.
2 To set up and approve the list of voters.
3 To approve the agenda of the Meeting.
4 To consider whether the Meeting has been properly announced.
5 To elect two persons approving the minutes.
6 a) To present the Annual Report, the Auditors' Report, the Consolidated Accounts and the Auditors' Report on the Consolidated Accounts for 1998.
b) The President's speech and the shareholders' questions to the Board of Directors and the Management.
7 Approvals
a) the Profit and Loss Statement and the Balance Sheet, the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet for the Group;
b) to discharge the members of the Board of Directors and the Managing Director from liability;
c) to determine the appropriation of the profits in accordance with the approved balance sheet and to fix the record day for payment of the dividend declared.
8 To determine the number of members and deputy members of the Board of Directors and the number of Auditors and deputy Auditors.
9 To determine the remuneration payable to the Board of Directors and to the Auditors.
10 To elect members of the Board of Directors and deputy members.
11 The board of Directors' proposal for approval of amendments of the Articles of Association.
12 To elect Auditors and deputy Auditors.
Item 7 c) Dividend and Record day
The Board of Directors proposes a dividend of SEK 2.00 per share and Friday, March 26, 1999 as record day for payment of dividend. Provided this proposal is approved, the dividend is expected to be paid by Vaerdepapperscentralen VPC AB on Tuesday, April 6, 1999.
Item 11 Amendments of the Articles of Association
The Board of Directors' proposals to amendments of the Articles of Association are due to provisions in the Swedish Company Act that came into force on January 1, 1999. The amendments means primarily that
- the term of office of the auditors elected by the General Meeting is extended from one year to four years (§ 10),
- a new item is added regarding approval of the items on the agenda for the Annual Meeting (§ 12),
- the rule regarding open voting and voting by ballot is deleted (§ 13),
- the present rule regarding the period during which notice convening the General Meeting is to be published is deleted and, the means for convening the General Meeting is amended to announcement in Post- och Inrikes Tidningar as well as in Dagens Nyheter and Svenska Dagbladet or another nation-wide covering daily paper (§ 15) and
- a rule is inserted meaning that a shareholder must give notice of the number of possible advisors before the General Meeting (§ 16).
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Proposals under items 8, 9, 10 and 12 on Board Members, Auditors etc.
Regarding remuneration to the Board of Directors and election of the Board Members and Auditors, a group of owners of A and B shares who jointly represent more than 50% of the total number of votes of the Company has reported that they intend to vote for the following proposals:
A total renumeration to the Board of Directors of SEK 3 750 000 to be divided within the Board of Directors and that renumeration to the Auditors shall be paid on account.
Re-election of the members of the Board Messrs. Tom Hedelius, Sverker Martin-Löf, Sven-Christer Nilsson, Lars-Eric Petersson, Lars Ramqvist, Clas Reuter-skiöld, Peter Sutherland, and Marcus Wallenberg and no deputy member of the Board.
Election of Mr. Göran Lindahl as new member of the Board of Directors.
Re-election of the Auditors Messrs. Carl-Eric Bohlin, Olof Herolf and Tomas Thiel and the deputy Auditors Bo Hjalmarsson and Stefan Holmström.
Election of the deputy Auditor Ms. Jeanette Skoglund.
March, 1999
The Board of Directors.
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