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AGM 2022

Mar 22, 2022

Sven Unger
Chair of AGM 2022, Ericsson

My name is Peter Nyquist, and I'm in charge of investor relations at Ericsson. Before we open the Annual General Meeting, I have the following statement. At today's annual general meeting, we will be making forward-looking statements. These are based on our current expectations, evaluations, and assumptions about the future. These are subject to risks and uncertainties, and the actual resultant outcome may differ significantly from these statements. Please read more about these risks and uncertainties in our most recent annual report and interim reports or under the tab Documents at the Lumi platform. With that being said, I would like to hand it over to the Chairman of the Board, Ronnie Leten.

Ronnie Leten
Chairman of the Board, Ericsson

Thank you, Peter, and dear fellow shareholders and guests, welcome to Ericsson's Annual General Meeting 2022. My name is Ronnie Leten, and I'm the Chair of the Board of Ericsson. The board has asked Sven Unger to open the shareholders meeting, but before we do that, I would also like to take the opportunity to introduce my colleagues on the board of directors. The board consists of ten board members elected by the shareholders and three employee representatives and their deputies. Börje Ekholm, who is also President and CEO of Ericsson, is sitting here next to me. The other board members elected by the shareholders are Helena Stjernholm and Jacob Wallenberg, both Deputy Chair, chair of Ericsson. Jon Fredrik Baksaas, Jan Carlson, Nora Denzel, and Eric A. Elzvik. Kurt Jofs, Kristin S. Rinne, and the employee representative, Torbjörn Nyman, Anders Ripa, and Kjell-Åke Soting.

We also have Ulf Rosberg and Loredana Roslund. More information regarding the board and the board members is available in the corporate governance report attached to the annual report. There you can also see information on the board committee composition and the nomination committee's proposal. There is also information on the board members' significant commitment outside of Ericsson. By this, I give the word to Sven Unger.

Sven Unger
Chair of AGM 2022, Ericsson

Thank you, tack. Thank you. I hereby declare this meeting opened. Next to me on the podium, I have the Chairman of the Board, Ronnie Leten, and the CEO, Börje Ekholm. Also, Lawyer Elin Nygren, who will be taking the minutes. The meeting will be held in Swedish. To facilitate for those who have a bit of a difficulty with this language, we have simultaneous interpretation into English. English addresses will be interpreted simultaneously into Swedish. Before I continue with the agenda, I would like to tell you a bit about today's meeting and the vote. We will vote in two different rounds. We will have a round first, where we have items one through five. Six and seven, there we have no resolutions.

Then we'll have another round of votes with items on the screen together with voting alternatives for each item to be voted on. You will quite simply press the alternative that you feel is appropriate. You have yes, no, and you have abstain. You do not have to, or rather, your vote will be sent immediately. You do not need to press any buttons to confirm. You'll have a message showing that the vote has been received. You'll see that on your screen as soon as you have voted. If you want to change your vote, then you quite simply press what you would like to vote. You can vote as a shareholder whenever you want to, as long as this voting function is open.

In due time before the voting is closed, I'll prepare you for it being about to close so that you will have a chance to vote. There are shareholders who have opted for voting via post and also to participate online. If you have voted via post, that is a vote that is valid throughout the meeting. If you want to participate and vote during the meeting as such, you can do that. Then the vote that you introduce during the meeting will replace your postal vote. We now open voting for items one through five on the agenda. The complete proposals for these items you have had on the company website and also in the notice convening the meeting. Let me mention that the documents have been duly presented, and they have been made available at the company website.

There is an opportunity to ask questions and make comments with reference to the items one through to five. You can dial in. You can see the phone number on the information page under the home icon on the website if you'd like to dial in and ask questions while the vote is open.

There will be a Q&A session. A short one. I should also mention that for items eight and nine, we will hear presentations from the Chairman of the Board, the President and CEO, and a number of other speakers, and then there will be a Q&A session for items eight through to 19. At a later stage, only pre-registered shareholders and their representatives who are entitled to take the floor. To ascertain this, we will reconcile the individual login credentials on your registration when you dial in. The voting list which is proposed for approval today is the one that has been established by Euroclear, who are in charge of the technical features of this meeting. It is based on the shareholder register, the voting by post, and for participation online in the AGM.

It will be verified by the minute checkers, Bengt Kileus and Anders Oscarsson. I ask therefore Bengt Kileus from AFA Insurance and Anders Oscarsson of AMF if you have verified the proposed voting list. Yes, we have checked the proposed voting list. The answer is yes from both. Thank you very much. The convening notice was published on the official Gazette, Post- och Inrikes Tidningar, and on the company website on the 22nd and 24th February respectively. Advertising the meeting has also been included in information published in Dagens Nyheter and Svenska Dagbladet on the 24th of February of this year. I hereby declare the vote open. You may now vote. Now is the time for any questions or comments that you may have in reference to items one through five on the agenda.

The questions pertaining to items eight through 19 will be dealt with at the second Q&A session of this meeting. To assist me, I have Peter Nyquist. I'd like to give the floor to Peter.

Peter Nyquist
Head of Investor Relations and VP, Ericsson

Thank you, Sven. We have a Swedish-speaking and an English-speaking operator available to assist us during today's meeting. We are going to begin with any potential comments for items one through five on a Swedish-speaking questioners. Simon, can you please explain what will happen? Yes, of course. Ladies and gentlemen, we will now begin the Q&A session. If you wish to submit or make a comment, dial zero one on your phone. If you'd like to no longer remain on hold, press zero two. Turn off the sound from the webcast to minimize any potential echo. Thank you, Simon.

Sven Unger
Chair of AGM 2022, Ericsson

I think we have our first question from Marianne Nilsson.

Marianne

Marianne, please go ahead. Although I think Marianne Nilsson disappeared, which means that we continue with Reinhard Handte. He might have comments relating to items one through five. "Well, just to check that you can hear me," says Reinhard Handte. Yes, we can hear you.

Speaker 18

Well, I think that this is a very manipulative maneuver, an avoiding maneuver, what you have done to decide to have a digital meeting referring to COVID. COVID is no longer a pandemic. Could it be that you want to avoid a physical meeting with shareholders considering all the turbulence? That was my question.

Sven Unger
Chair of AGM 2022, Ericsson

Well, thank you. We refer that question to Börje Ekholm, the CEO. No. As a matter of fact, when we decided on a digital meeting, that was during the pandemic.

We're talking about maybe two or three months ago, and a notice was sent out back then when this was still a pandemic. We actually saw this as an opportunity to involve more shareholders, to give more shareholders an opportunity to participate. That is why we opted for the digital format, and we have to discuss what it will look like in the future. That was the consideration. Thank you. Are there more questions? I have no more questions or comments from the Swedish line, and I don't think we have any questions.

Eric Elzvik
Board Member, Chair of Audit, and Compliance Committee, Ericsson

Mark, do you have any questions? Can you see any questions from your list? If not, yes. Sorry, currently there are no questions from the English side.

Sven Unger
Chair of AGM 2022, Ericsson

No questions from that English queue, and no more Swedish questions either. Okay, thank you. Then I can tell you that the number of shares represented amount to 1,616,013,478, and that is about just under 50% of all the shares in the company. Votes represented are 385,295,917, which is about 67% of all votes. Unless there are no more comments or questions, we are going to conclude and close the vote on items one through five. If you haven't yet voted, you need to do that now. Please go ahead. The voting is about to close in a few seconds. The vote is now closed, and we will wait for the votes to be compiled.

Then we will see the outcome of the votes on our screens. Now, the meeting has elected Sven Unger to chair today's meeting. Thank you for the confidence that you've shown in me. Moving on to the outcome of the second vote. We see that the meeting has elected Bengt Kileus and Anders Oscarsson to verify the accuracy of the minutes. We also find that the meeting has adopted the voting list, approved the agenda, and considers that it has been duly convened. Now we've dealt with items one through to five on the agenda. Now it's time to proceed, and as I mentioned, we will have another round with reference to items eight through to nineteen. I'm going to open up the vote presently, and the vote will remain open until we've listened to all the addresses by the various speakers.

Complete proposals under these various proposals and resolutions eight through to 19 have been kept available on the company website and were included in the convening notice. A shareholder has presented a proposal under 19, Carl Axel Bruno, but he has informed the company that he does not intend to take the floor under this item to present his proposal that he submitted. Now we're going to proceed with the addresses for today's AGM. Then you will have a chance to ask questions. Chairman of the Board, Ronnie Leten, has the floor for the first address. Please go ahead.

Ronnie Leten
Chairman of the Board, Ericsson

Good morning, good afternoon, everyone, from wherever you are joining us today. This is the third time we meet since the start of the pandemic. While we met virtually last year in a pre-AGM event, this is the first time we meet virtually for the actual AGM. The decision to make this year AGM fully virtual was in part driven by the concern of the coronavirus. However, an equally important driver was our wish to let our shareholders participate in the AGM, and not only those located in or near Stockholm here in Sweden. I can't help but recognize the role of our technology plays in facilitating this. The pandemic means this is only likely to continue to drive wireless connectivity in all aspects of life and enterprise.

While I'm not able to see you all in person, I'm most grateful to be back in Kista, where so much of Ericsson innovation, culture, and history was born. I shortly address recent events around Ericsson, our compliance work, and the way we do business. First, I would like us also to take a step back and consider where we came from. Those of you that joined our discussion last week will have heard me say this, but I think it's worth reiterating. Back in 2017, Börje inherited business or even a company in crisis. Financial performance was poor. Our technology leadership had been lost, and the company had a history of compliance failings and insufficient controls. Simultaneously, we also need to own up to issues related to compliance and cultural failings.

We had inadequate anti-corruption controls and compliance programs in place, as seen in the 2019 resolution with the DOJ and the SEC. An entry into a deferred prosecution agreement, also called the DPA. In 2019, Ericsson reached a resolution with the U.S. Department of Justice. That was a challenging time, and we accept accountability and committed to significantly overhauling our compliance and controls while under the oversight of a monitor for three years, beginning in June 2020. Over the last few years, we have invested and continue to invest significant time and resource to improve our ethics and compliance program, and this work is still ongoing. It is precisely because of these improvements that we were able to find and to address the misconduct in Iraq.

As you know, the investigation found serious breaches of our compliance rules and our Code of Business Ethics between 2011 and 2019. These findings are as unacceptable. As a result of the investigation in Iraq, several employees were exited from the company and multiple other disciplinary and remedial actions were taken. As I made it clear during the investors call on the 21st of March, further efforts are underway to help ensure that the company operates at all times ethically and with integrity, including in relation to the current issues before the DOJ. The Board of Directors and its Audit Committee, together with Börje and his team, will continue to oversee the operations of the company and ensure that Ericsson fully complies with the terms of the DPA and the monitorship.

We have made important changes to strengthen our leadership team and our newly appointed Chief Legal Officer, Scott Dresser, will assume leadership, supported by external counsel, of the comprehensive review of the conduct related to Iraq that we undertook last month, as well as our continued engagement with the DOJ. This process is ongoing, and we will act promptly to address any shortcoming or misconduct that are identified in the course of our review. If we find that any Ericsson employee paid ISIS, directed third party to make payments to ISIS, or failed to act ethically in any way, we will take immediate action. The company is currently engaged with the DOJ regarding the breach notice it issued related to the DPA. We remain fully committed to cooperating with them.

I want to reassure you that our work to further strengthen our ethics and compliance program and the anti-corruption control is top priority for Ericsson. All members of our board are fully committed to the transformation journey Ericsson put in place and to continuously improve our ethics and compliance performance. However, while we have come a long way, I will say again, this is a continuous journey that we are on. Ericsson is a big company of more than 100,000 employees operating in more than 180 countries, and we recognize that change does not happen overnight, but we are fully committed to this journey. Ericsson has zero tolerance for misconduct. We are serious about this. In just over the last three years, we have terminated the employment of 250 people. When we find something, we will take action.

I'm confident that our ethics and compliance program has improved dramatically since these events took place, and that today we are much better positioned, not only to prevent recurrence, but also to uncover and respond to the misconduct when it occurs. I fully understand the concern over the recent turbulence in Ericsson, as well as the implication this has from a capital market and reputational perspective. Therefore, I want to emphasize again the full commitment by the board of directors to work to rebuild your trust in Ericsson. We continue to invest the time and resources it takes to do so. Conducting business responsibly and with integrity is essential to driving real and positive change, and to retaining the technology and the global leadership Börje has steered Ericsson to achieving in his five years at the helm.

I would also like to say a couple words on Ericsson's commitment to sustainability, where the company has a long-standing leadership position. During the year, Ericsson has continued to deliver solutions that help its customers be more efficient by reducing their energy consumption. In 2021, the company also set a long-term ambition to be net zero in carbon emissions across its value chain by 2040, and sustainability KPIs were incorporated into its renewed credit facility. This underscores how sustainability continues to be embedded throughout Ericsson's operations. I firmly believe that Ericsson's sustainable value creation directly corresponds to our commitment to conducting business the right way. In 2020, Ericsson made a financial turnaround, and by the end of 2021, the company had already met all financial targets for 2022, delivering record free cash flow. An indicator of strong and resilient underlying business performance.

I am convinced these milestones are underpinned by our effort to continue to strengthen our culture alongside. Börje and his team deserve significant credit for this performance, which they have achieved while also leading the ethics and compliance performance of the organization. that is also why I would like to emphasize that the board of directors believe Börje is the right man for the job. We are confident that Börje has conducted himself and will continue to be guided by our commitment to acting in the highest ethical manner, including in relation to the current issues before the DOJ. He is the best suited to further strengthen our technology leadership and our continued cultural journey. with this, I would like to conclude my remarks here today and introduce Eric A. Elzvik, who leads the board's Audit and Compliance Committee. Thank you.

Sven Unger
Chair of AGM 2022, Ericsson

Thank you, Ronnie Leten. Eric A. Elzvik, you have the floor.

Eric Elzvik
Board Member, Chair of Audit, and Compliance Committee, Ericsson

Thank you, Ronnie.

As chair of the Audit and Compliance Committee, I will provide an overview of the work the committee undertakes, with special focus on the committee's oversight of the Ericsson ethics and compliance strategy and the progress made on the goals and implementation of the ethics and compliance program. A key priority for the committee and audit and compliance is to monitor the effectiveness of Ericsson's ethics and compliance program. The committee keeps a close and rigorous working relationship with the executive management and the chief compliance officer on all matters regarding the Ericsson compliance journey. I also would like to talk to the broader responsibilities of the audit and compliance committee. Under Swedish company law and corporate governance standards, the board and its committees shall manage a company's affairs in the best interest of the company and all its shareholders and, importantly, ensure and promote a good company culture.

As you know, there have been great efforts made in the last years, and they are still ongoing and should always be ongoing, to promote that we, a good company culture at all levels throughout the organization, no matter where in the world. Important tasks for Ericsson's Audit and Compliance Committee, as in any listed company in Sweden, naturally also include oversight of financial reporting and auditing. As you all know, in 2019, Ericsson reached an agreement with the U.S. Department of Justice and the U.S. Securities and Exchange Commission, SEC, in relation to historical misconduct, which included failures and shortcomings of controls and deficiencies in the compliance program.

I'd like shortly to talk to you about the DPA, what it is, what it entails for companies like Ericsson, and I'd like to, us to think of it in a broader sense, as I recognize this is a complicated concept. The DPA includes a number of commitments to the U.S. Department of Justice and requires the oversight of an independent monitor for a three-year period. A DPA is an ongoing criminal proceeding. Ericsson, just as any other company, is obligated under the DPA to enhance its compliance, controls, culture, and governance. This work is done under the oversight of the independent monitor, who reports regularly to the U.S. Department of Justice on our progress.

In addition to the monitor and these improvements, an important term of the DPA requires the company to investigate and disclose to the Department of Justice any evidence or allegations of corruption, even when they are not substantiated. The Department of Justice also has sole discretion under the DPA to determine whether a breach has occurred. Please also note that given the ongoing investigation, as well as the ongoing litigation, we are limited in what we are able to say in these matters. On this important topic, I would like to reiterate that the ongoing work is being led by the company's Chief Legal Officer to ensure that we continue to strengthen the company and its governance overall. We are fully committed to this work.

While we recognize the challenges, I would also, on behalf of the committee, like to update you on some of the progress the company has made and our role in this process. The committee ensures the board's ability to oversee the full extent of the ethics and compliance program, which includes milestones related to anti-corruption controls, ethical leadership and accountability, as well as improvements in ethics and compliance performance. I would like now to highlight some of the many achievements and the progress Ericsson has seen in relation to this program, starting out with internal controls. The company continues to invest in transactional controls and data analytics for outgoing and incoming payments and expense claims. Ericsson deploys anti-bribery and corruption key controls linked to its processes such as sales, service delivery, sourcing, and finance. The company has strengthened its sourcing processes for compliance. For example, third-party due diligence.

In terms of the so-called third line of defense, the corporate audit function, reporting directly to the Audit and Compliance Committee, has invested in resources and capabilities, including data analytics methods. Specifically on anti-corruption, the company's risk assessments now include a review of areas of conflict that might be present in a specific country so that those risks can be addressed. The company's third-party integrity processes now include more additional monitoring of third-party relationships after due diligence is completed. The committee also recognizes that Ericsson now has a team of more than 100 professionals in ethics and compliance, up from just 21 team members in 2019. They are supported by another 150 employees in a variety of roles, all necessary to an effective ethics and compliance program.

Culture transformation in the company has been another key prioritization in the compliance program and has focused on driving ethical leadership and accountability, raising awareness by not only educating employees about relevant laws and policies, but also transparently speaking about ethics and compliance issues the company has faced in the past. Finally, also by empowering employees to speak up and report on any potential issues. The program will continue to work towards its strategic goals and milestones, and the process of transforming the company's compliance culture will continue. This is a continuous journey that never stops.

As chair of the Audit and Compliance Committee, I also engage with the monitor directly to hear from him directly on his observations and to understand his findings and his recommendations regarding what Ericsson needs to do to improve its compliance and controls, and even more importantly, to promote a culture of doing business with integrity. Yet another enhancement that the company has implemented is a direct reporting line to me, as ACC chair, for the leaders of key functions. Starting last year, the chief compliance officer began reporting to me directly on a regular basis, and she reports regularly also to the full Audit and Compliance Committee. The head of corporate and government investigations has a direct reporting line, as does the head of corporate audit.

This reporting provides clear sight lines to and for the Audit and Compliance Committee and ensures adequate authority and independence for these functions. Additionally, there is real value to me and my work as Chair to have a direct line of communication to the Chief Compliance Officer, the head of investigations, and the head of audit. It is of great help to me to stay fully informed of important issues facing the company when it comes to ethics and compliance, and risk management more broadly, and the reporting mechanisms that have been established facilitates that. To conclude, the Audit and Compliance Committee, just as the Board in full, takes its obligation to oversee the company's continued compliance journey extremely seriously.

The Board and the Audit and Compliance Committee will continue to keep oversight, governance, and maintain its obligations to ensure that the efforts made in Ericsson's ethics and compliance journey will continue at pace and with the rigor required from the executive management and the ethics and compliance program to date, and that they endure into the future. As you will have heard from the Chairman of the Board, the Audit and Compliance Committee and the Board are fully committed to continue our ethics and compliance journey to ensure that the company does business the right way. With that, I would like to thank you all for your attention and hand over to the next speaker.

Operator

Thank you. We will then continue with the chartered accountant, Thomas Strömberg, who is the lead auditor for Ericsson, at Deloitte. Please go ahead.

Thomas Strömberg
Lead Auditor, Ericsson

Thank you. My name is Thomas Strömberg.

I represent Deloitte and I am responsible for the audit of Ericsson. We have issued a so-called unqualified audit report for the year ended December 31, 2021. You find it on pages 113- 115 of the annual rep ort. Before I share our conclusions expressed in our report, I would like to present a few comments. The Ericsson audit is led by a central team based out of Stockholm. We decide which areas that are to be audited and the extent of such procedures for different parts of the Ericsson group. To conduct the audit as such, we also use local auditing teams across the globe where Ericsson has operations. The audit is based on a plan that we presented and discussed with the Audit Committee in the beginning of 2021.

The outcome of our audit, we have reported on an ongoing basis to the management and the Audit Committee. We have had eight occasions where we have submitted written and verbal reports to the Audit Committee. In connection with the year-end closing, we also met with the full Board and described the key aspects of our audit. In accordance with the Swedish Corporate Governance Code, we also met with the Board without the presence of management. The audit of Ericsson covered a large number of areas, and you can see this in our auditor's report, that we have two areas that we have felt are particularly important, so-called key audit matters. Here we have revenue recognition of significant and complex contracts, and also the valuation of goodwill.

In the audit, we also assess if there are disputes or other legal matters that can have a significant impact on the financial reports or that are important for the operations of the company. We have at several occasions throughout the year met with the company's in-house legal counsel and also discussions with external legal counsel. We have looked at the company having adequate controls and procedures for reporting, and we have also looked at the company internal instructions for compliance. On three occasions, we have also met with this so-called monitor that the company has appointed following the agreement with the Department of Justice in 2019 that has been previously described here today.

Where it concerns this discharge from liability that relates to the board of directors and the managing director's operations for the financial year 2021, we have assessed and reviewed the documentation covering the board's work and key decisions made by the board and the managing director during the year. As you can see from our auditor's report, we have not identified that any board member or managing director during 2021 has acted with negligence in any way that could give rise to liability to the company or done anything else that has violated applicable laws or the articles of association. It is against that background that we have proposed that the board of directors and the managing director be discharged from liability for the financial year 2021.

From our Auditor's Report, you can also see that we recommend that you approve the income statement and balance sheet for the parent company and the group, and that the profit is appropriated as proposed by the Board of Directors. Finally, we have also reviewed the application of the guidelines for remuneration that have been decided on by previous AGMs, remuneration to senior executives, and we haven't seen any deviations from the application of those guidelines. Thank you.

Peter Nyquist
Head of Investor Relations and VP, Ericsson

Thank you, Thomas Strömberg. The Chairman of the Nomination Committee, Johan Forssell, who's going to present all the proposals from the Nomination Committee under items nine through to 15. Johan Forssell, you have the floor.

Johan Forssell
Chair of the Nomination Committee, Ericsson

Thank you very much. The members of the Nomination Committee consists of the Chairman of the Board, Ronnie Leten, and the representatives from the shareholders in the order of size of their shareholding. Karl Åberg, representing Industrivärden. Anders Oscarsson, representing AMF Tjänstepension & Fonder. Jonas Synnergren, representing Cevian Capital Partners Limited. Myself representing Investor. I am the chair of the Nomination Committee. During the tabbed documents, you will find all the proposals from the Nomination Committee, together with an outline of the work of the Nomination Committee coming up to the shareholder meeting. There you will also find the reasoned opinion from the Nomination Committee on these proposals. The proposals and reasoned opinion from the Nomination Committee can also be found on the company website. The Nomination Committee proposes re-election of all current members of the board and election of Carolina Dybeck Happe.

All in all, 11 members of the board elected by the AGM. When the Nomination Committee proposes members to the board, a number of factors are considered, such as experience, competence, and the value of diversity and renewal. It is our opinion that it is essential that the nominees have the opportunity to devote the necessary time to this assignment. The committee finds that the board members of Ericsson have a high rate of attendance at meetings and have the time, and can devote the time required to fulfill the mandate as board members of Ericsson. The nomination committee has also received information from the Chairman of the Board, both on the board evaluation and on the work of the board. This is important background information for the nomination committee to identify any potential needs to change the composition of the board.

The committee considers that the current board is functioning well, complying with high levels of requirements both on composition and competence. The committee considers, however, that Ericsson's board would benefit from additional competence in the area of finance. As I already mentioned earlier, we propose from the committee to re-elect all current members of the board, and in addition to elect Carolina Dybeck Happe to the board. Furthermore, the committee proposals re-election of Ronnie Leten as chairman of the board. The committee considers that the proposed composition of the board gives the company the right preconditions to realize its long-term potential.

The nomination committee proposal for remuneration to the board with the option to receive part of the remuneration in synthetic shares can be found in all its details in the meeting materials, as well as a proposal to re-elect Deloitte as the company auditor for one more year, and that fees to the auditor be paid in accordance with approved invoice. Deloitte has informed us that Thomas Strömberg for 2022 will be appointed lead auditor should Deloitte be re-elected as Ericsson's auditor. I have asked Carolina Dybeck Happe to give a brief presentation of herself, and here is a pre-recorded greeting therefore from Carolina.

Carolina Dybeck Happe
CFO, General Electric

Hi, I am Carolina Dybeck Happe. I'm the CFO of General Electric. General Electric is a global leading industrial technology group based in the U.S. We're driving a large transformation agenda at GE. In my role, I have been focusing on strengthening the balance sheet and the financial result and the cash flow. I have also ensured that we have a more value-creating capital allocation. Before GE, I spent most part of my professional life within the ASSA ABLOY group, the last seven years as the CFO. When at ASSA ABLOY, I was driving change from a regional lock company to a more global leader within access control, much thanks to investments in digital innovation, which created organic growth and a number of acquisitions. We financed this with improved operating results over the years.

Today, I'm on the board of German E.ON and have been on the board of French Schneider Electric as well, and in both I was on the Audit Committee. Through my professional roles, I have had the benefit to live and work in the U.S., Germany, England, Russia, and Switzerland. I'm grateful for now having this opportunity to be able to contribute to Ericsson, and I will work for creating long-term value for Ericsson. Thank you.

Sven Unger
Chair of AGM 2022, Ericsson

By way of conclusion, I'd like to take this opportunity to thank my fellow members of the nomination committee for excellent cooperation over the past year. Thank you. Thank you, Johan Forssell, and thank you, Carolina Dybeck Happe. Now the floor goes to President and CEO Börje Ekholm. You have the floor.

Börje Ekholm
President and CEO, Ericsson

Thank you, Sven. Esteemed shareholders, thank you for joining us at this digital Annual General Meeting. The pandemic has accelerated the already ongoing trend of digitalization, demanding ubiquitous high-performance connectivity. Our infrastructure is critical for this level of connectivity. Before discussing 2021 and our strategy going forward, I'd like to address some of the difficult issues that we have encountered over the past few months. First of all, I'm heartbroken and deeply troubled by the Russian invasion into Ukraine. It represents a significant setback for the world.

The conflict has created a humanitarian catastrophe with unnecessary loss of innocent lives and possibly the biggest refugee crisis in Europe since the Second World War. Communication is a basic human need, especially during times of crisis. For example, traffic in mobile networks in Ukraine was initially up by 3-5 times compared to before the invasion. When we build networks, we make a long-term commitment, and it comes with a great responsibility to provide citizens with this essential connectivity and something we always take very seriously. As long as we can ensure the health and safety of our people and partners and comply with our Code of Business Ethics, we will continue to operate the networks for our customers and provide this critical connectivity. We are also reviewing how our business might be affected in Russia.

While we conduct this analysis, including, of course, the sanctions regimes, we've decided to suspend all deliveries to customers in Russia and Belarus, as well as deferring new customer projects there. The invasion of Ukraine is an inflection point suggesting that we're on our way towards greater fragmentation in the world. We've had three decades of uninterrupted globalization, which has generated huge gains for the global economy and a structurally low inflation environment. In our industry alone, we have a global standard that carries over 8 billion subscribers. The industry has simply been able to amortize a large R&D spend across the full volume of the market, which has made connectivity affordable, even cheap in low-income countries as well. We're now moving towards a future with two standards, and the same R&D spending for each ecosystem.

The cost of communication will simply and inevitably go up, as volume in each ecosystem will be lower. The same logic applies to other products, cars, computers, TV sets, electronics. Going forward, we're likely to see more supply chain disruptions as we reset economies to be less globally dependent. Nor can you exclude that one consequence may be higher structural inflation. We have tried ourselves to adjust to this by increasing our flexibility in supply chains. As we've said before, we are limited in what we can say about the Iraq investigation and related matter due to our active cooperation with the U.S. authorities, as well as pending litigation. I understand that this is frustrating.

However, we assess that a constructive working relationship between the company and the U.S. Department of Justice is in the best interest of the company, of our shareholders, and all other stakeholders. We are committed to maintaining such a relationship, and we will cooperate with the Department of Justice in a transparent manner. Although the historical events covered in the Iraq investigation started before I became CEO, the repercussions of this behavior have continued under my watch. I'm responsible for the company's operations and above all, for strengthening our ethics, and I can assure you all that I'm fully committed to bringing about lasting change. Let me touch on a couple of areas. As we have previously disclosed, the initial Iraq investigation was started in 2018 and was conducted in 2019, and it was extended to conduct dating back at least to 2011.

This unacceptable behavior was ongoing for a number of years. The company sought to address the issues that were identified and has since worked to strengthen and enhance our governance and also compliance programs to prevent such irregularities and behaviors from occurring again. As you know, we're reviewing the matter fully with the support of our new Chief Legal Officer, Scott Dresser, and with external legal advisors. We are also coordinating with the U.S. Department of Justice to ensure that it has been and continues to be fully addressed. Since 2017, we've been working hard to strengthen our internal controls, and it was in fact our improved compliance program that helped us to initially identify the issues in Iraq in 2018. Our compliance team spotted issues in an employee expense audit, which triggered a broader investigation, and other irregularities were identified.

When I took over as CEO in 2017, it was clear that we needed both a cultural change and a financial turnaround, but they do go hand in hand. Strengthening the compliance program is a critical part of our cultural transformation. A company with strong compliance simply performs better. Operating with integrity means we win business based on the strength of our products and services. When people feel safe to speak up, decisions are additionally based on better facts, and delays in projects are identified early, et cetera. These are just a few examples of how the interplay between business and compliance works. We have zero tolerance for corruption and breaches of our Code of Business Ethics. We will do what we can to prevent misconduct, but I can assure you that we, if we have any indications it has occurred, we investigate and take remediation action.

The historical conduct at the company is distressing to us, and it did not change automatically overnight in 2017. Changing the culture is simply not done overnight, but we have devoted significant resources to cleaning it up. It is a journey. We've come a long way. We are a different company today, but there is a lot more to do. In our annual report, you can see how many such remediation actions we've taken on a yearly basis to address misconduct. We are determined to be a company built on integrity and decision-making based on a culture of ethics and transparency. In a telecom company operating in 180 countries, we will always face challenges, but we will tirelessly work to meet them, and we will put good systems and have good people in place.

We will continue our journey on the chosen path to transform the company. We will never give up. I am personally, and I know that Ronnie and the board and the entire management team, are fully committed to doing what it takes to restore our trust. We will earn your trust. These are not just words. We consider it as fundamental to how we operate as a company. As we move forward, we are fully committed to working closely with the U.S. authorities. However, let me now talk to you about our strategy. In 2021, we continued to execute on our strategy to be a leading mobile infrastructure provider. For the second year in a row, the analysts from Gartner positioned Ericsson as global 5G leader. Our products and solutions also performed well in the field, earning top honors in multiple third-party benchmarks of network performance.

Technology leadership is a pillar of our strategy. In 2021, we spent more than SEK 42 billion on R&D. That's an increase of nearly SEK 12 billion compared with 2017. Only in 2021 alone, we recruited more than 4,500 people into our R&D function. Last year, we introduced ultra-light and energy efficient Massive MIMO products. You see a person to the left carrying a radio. It is extremely light. It's only 12 kilos at this stage. We invested further in strengthening other offerings. Cloud RAN and automation to further position us in future networks, which will be more open, sustainable and intelligent. Our competitive portfolio has also led to growing market shares. We are now the clear market leader outside of China, with continued growing market shares.

The growth outside of China has in fact been able to fully offset the lower volumes we've seen in China. It is our investment in research and development that have enabled an increased gross margin by more than 10% in the last four years. In 2021, we reached a gross margin of 43.5% and an operating margin of 13.9%, excluding restructuring charges. Our cash performance reached new records for the company, with free cash flow before M&A of SEK 32 billion. We are proud of these numbers, but we also know that we can do even better. I want to take this opportunity to thank all my fantastic, amazing colleagues who relentlessly have delivered on customer commitments while navigating a raging pandemic and supply chain challenges.

This achievement would not have been possible without their hard work and their ability to handle challenging situations. Most importantly, the performance in 2021 has created strategic flexibility for the company, positioning us for the next step. We believe wireless technology will become the single most important access technology going forward, with clear benefits from flexibility and mobility. So far, traffic growth in mobile networks has been driven mainly by consumer usage. Historically, the pattern for historical CapEx has been cyclical, driven by each generation of technology, and so far it has been largely coverage driven, although we now see increasing demand due to capacity need in the network. With 5G, we have the first generation of wireless technology that offers much broader applications than just consumer usage. It is instead a platform to digitize society.

We believe that traffic in the networks will quite simply be driven by new applications such as Fixed Wireless Access, business connectivity and communication, industrial communication, and also mobile gaming and XR applications. That will mean that we'll see significant traffic growth that will require additional capacity, more coverage and higher performance in the networks. That is why we do not expect to see a sudden peak soon in 5G investments. Instead we will have higher and longer investment cycles than we have had previously in wireless technologies. We are positioned to take advantage of this development. Our strategy going forward is therefore to extend our leadership in mobile infrastructure to capitalize on this growing demand. We will also establish a focused enterprise business, where we're going to build on our world-leading competence and skills within wireless technology.

Let me now start with the core infrastructure business. We see this as an attractive business, but as has already been mentioned, we have stable growth opportunities driven by traffic growth. Considering efficiencies, we do not have a one-to-one relationship, but we do expect that we'll have to have considerable capacity upgrades in future networks. That is why our installed base will be very valuable and generate good growth. Here, we will continue to invest to be the technology leader, and that will also allow the best performance and the best performance economy. We're also going to

Increase investments in automation of networks on the way to becoming zero touch. Based on this technical leadership position, well, we still see opportunities to strengthen our market position further. Mobile infrastructure will remain the core of our company for the years to come, and we're going to continue to work on strengthening our position. In addition to growing in our core business, we're also looking at opportunities within the enterprise area, and this is a market for enterprise digitalization that is growing rapidly. The first area where we can leverage on the technology we have in our core business is wireless networks for enterprise. We can today offer easy-to-use prepackaged solutions. In 2021, we showed strong progress in our operations after a successful integration of Cradlepoint.

We are delivering today connectivity solutions to more than 7,000 organizations across multiple sectors, and we see very good growth in the 5G portfolio of Cradlepoint. We're going to continue to invest in this area to build a strong go-to market model towards companies where we will drive revenues for us and for our CSP partners by building on Cradlepoint. We see this as an area with a growth potential of more than 20% a year, and with a very good profitability profile over time. The other area we have within Enterprise, where we're focusing on building a global network platform. We believe that in the future, the capacities in high-performance networks will increasingly be accessed through open interfaces with so-called APIs.

SMS, text, and video are examples of this today, but with 5G, we have an opportunity to define the next generation of APIs and applications. We are already today seeing growth in this area. Just a few weeks ago, we launched a solution together with SmarTone in Hong Kong that allows users the possibility to dynamically boost speed and quality by simply clicking a button on their phone. Our long-term ambition is to build a global network platform based on open APIs that will stimulate innovation on top of the network. At the end of last year, we took a significant step on this journey by announcing our ambition to acquire Vonage, a global provider of cloud-based communications.

Vonage is a strong standalone business with a positive growth trajectory, and it builds on the very successful Vonage Communications Platform that services 120,000 business customers and has more than 1 million registered developers. With this deal, we will combine our knowledge about networks with the Vonage ecosystem of developers, so that we can take advantage of this growing market for network APIs. That will be the starting point for developing 5G APIs, and that will mean that the 5G networks and those development opportunities will become accessible. It's difficult to predict the size of 5G APIs, but the established API market is $8 billion by 2030 based on SMS and video and voice, and that means that the upside is very large. We believe that the combination of us and Vonage can drive the creation of this market.

We see, in addition, additional benefits from the acquisition of Vonage. We intend to offer unified communication and contact center platforms to our existing customer base. We also see that we can combine unified communications with our wireless offices solution to make it possible for small and medium-sized enterprises to completely ditch their fixed networks and thus save lots of money and get more flexibility, and we think this is a very powerful combination. Ericsson and Vonage continue to work towards closing this acquisition based on the terms in the merger agreement and, of course, regulatory approval. We expect to see the first 5G APIs available during 2023, and after that, with a rapid growth. Our ambition is to continue to grow and develop our core activities within mobile infrastructure based on market growth and increasing market share.

At the same time, we will expand our efforts on the enterprise market, and we're going to continue to increase investments in R&D to maintain our technology leadership. With these investments that we make on prepackaged wireless solutions and global network platform, we are putting our company on a higher growth trajectory. Even with investment outside our core business, even with these investments that we made outside our core businesses, we see that we can accelerate the pace towards reaching our long-term target of an EBITDA margin of 15%-18%. After having delivered an EBITDA margin of 14.6% in 2021, excluding restructuring charges, our ambition is to reach the long-term target no later than in 2-3 years, and then with a higher growth than today. Dear shareholders, we have worked hard to reestablish Ericsson as a leader in mobile infrastructure.

We have invested in R&D, and we have regained our position as technology leader, and we have continued to win market share. Equally important is the work that we are putting into changing our culture and improving our systems and controls and processes for compliance. We are on a journey to integrate integrity into every part of our business. We have achieved a lot in just a few years, but it takes time to change a culture. I can assure you that we are winning. The right culture is being established. Finally, I want to again say how proud I am of our people. We have the best people in the industry, and they have continued to deliver in response to many challenges. I'm especially appreciative of the internal support I have received the last few weeks.

I am optimistic when it comes to the future. Our business in this is in a strong position, and we can now grow and apply our technology so that we can thereby solve really big global challenges. Thank you.

Sven Unger
Chair of AGM 2022, Ericsson

Thank you, Börje Ekholm. Now time has come for questions, remarks. We will have the assistance of Peter Nyquist. Peter Nyquist, you have the floor.

Peter Nyquist
Head of Investor Relations and VP, Ericsson

Thank you, Sven. We have a Swedish-speaking as well as an English-speaking operator on standby to help us with this Q&A session, starting with questions from the Swedish-speaking phone line for shareholders. Let me say the following: As discussed on the call, we are in the midst of a comprehensive review of the Iraq matter and associated disclosures. I will be working with the Department of Justice and reporting fully to them to resolve this matter. We cannot expand further on this in response to questions here today. Simon, could you remind all those who've dialed in on the instructions for how to ask a question, please? Yes, of course. Ladies and gentlemen, it is time to open up the Q&A session.

Operator

Thank you, Simon. Let's begin. The first question comes from Erik Durhan of Nordea. Erik, you have the floor.

Erik Durhan
Head of Corporate Governance, Nordea Fonder

Thank you. My name is Durhan, and I'm in charge of ownership governance at Nordea. Considering all that's been written over the past while, I want to be very clear to say that Nordea feels it really trusts the chairman of the board, the CEO, and we support the reelection to the board. As a responsible owner, however, we cannot support the granting of discharge from liability. It's important to get information on what's happening in the U.S. investigation.

We need to know more about this and any potential impact on the company. Ericsson has just pointed at themselves that they are not able to provide information due to the fact that the process is ongoing. We understand this, and just as everyone else, we're now waiting for more information from Ericsson and the U.S. authorities. We share the view expressed by Chairman of the Board Ronnie Leten earlier, that Börje Ekholm is the right person to lead the company at this time.

Ronnie Leten
Chairman of the Board, Ericsson

Thank you. Thank you, Erik Durhan. A comment from the chairman of the board or the CEO?

Erik Durhan
Head of Corporate Governance, Nordea Fonder

No.

Ronnie Leten
Chairman of the Board, Ericsson

Thank you, Eric, for this remark and question. I, like I also have said, in my speech, we, myself and also the board, are really fully convinced that Börje is the right person at the right place. That we are, and also that is set in the introduction, we are cooperating with the DOJ on all these matters, and the future will tell us where we are going.

Sven Unger
Chair of AGM 2022, Ericsson

Thank you, Peter Nyquist. The next question or comment is Marianne Nilsson with Swedbank Robur. Please go ahead, Marianne. Marianne, we cannot hear you.

Peter Nyquist
Head of Investor Relations and VP, Ericsson

Please, Marianne, your comment or question. We can hear you now.

Marianne Nilsson
Senior Director Corporate Governance, Swedbank Robur

Chair, honored shareholders, my name is Marianne Nilsson, and I represent Swedbank Robur Funds. I would like to give you a bit of information when it comes to how we will vote. Beginning of 2022, it was known that Ericsson had acted in a manner that was ethically disputable. We heard about Iraq. There was an internal report from 2019 that was never made public, and that the American DOJ has then announced that they are investigating whether Ericsson has violated the agreement that was made with DOJ in 2019 that led to sanctions of about $10 billion. We and other big institutional owners have tried to get information, but we have failed, which means that there is still uncertainty about what has happened and what might happen in the future.

That is why we have decided to not discharge the CEO and the directors today. The reason is that we haven't received enough information from the company. We are, however, going to vote in favor of the proposal when it comes to elections, and we have still full confidence in the CEO and the Board of Directors, and assume that they will take rapid action to reestablish the trust in the company, including compliance system that reflects the high ambitions that we've heard from the CEO and the Board of Directors. Swedbank Robur has been one of the major owners in Ericsson for a long time, partly because this is a world-leading technology company. The CEO and the Board of Directors have in many ways strengthened and developed the company in such a way that has been good for the shareholders.

It's a sound company, financially sound today, and a technology leader. We have heard that here at the AGM today, and we hope that this will not be harmful for Ericsson, and will lead to better ethics and compliance so that nothing like this will happen again. Thank you.

Speaker 16

Thank you. Comment from CEO or Chairman of the Board.

Ronnie Leten
Chairman of the Board, Ericsson

For this description. You know, and you have heard in my speech also in Eric Elzvik's as well as in various others' speech. This is a journey. If you've seen where the company was in 2016, 2017, and we see where we are today on the level of compliance and ethics work, where we are in the really leading position of 5G, I think we have a long way that we have done. I would like say, I take this opportunity again to congratulate Börje with the work on compliance and ethics as well as on the technology and of course, the team you work on that one. That is my observation on this.

Speaker 16

Thank you, Ronnie. Further questions or comments. We're going to go to Kista now and get Anders Oscarsson from AMF, who has a question or a comment, and he'd like to take the floor.

Anders Oscarsson
Nomination Committee Member; Head of Equities, AMF Tjänstepension & AMF Fonder

Thank you. Thank you, Chair. Anders Oscarsson is my name. I'm in charge of shares and owner-related issues at AMF. We're gathered to resolve on a number of important matters, dividend in particular. Two additional decisions are particularly important, discharge from liability for president, CEO and the board, and election, reelection of board members. As for discharge of liability, today, we resolve on what happened in 2021, not in 2020 nor 2019 or 2018, in fact. Today, we simply do not know if anything went wrong, when it did, or who was responsible for the errors and mistakes. I do not see any evidence that has been presented to put me in a position not to approve discharge from liability. Why have we made our decision to grant discharge from liability?

Peter Nyquist
Head of Investor Relations and VP, Ericsson

We have lots of questions like the other speakers, and we're still missing the answers. The most important point is to understand that the answers we're not getting now is not due to arrogance or an attempt to conceal anything. Rather, this is due to the agreement made with the Department of Justice. It is frustrating. I can agree on that point, but it is better to be safe than sorry in this matter. AMF is prepared to tear up any previous granting of discharge from liability in earlier years should new information be disclosed. Currently, we do not wish to devalue the decision on discharge of liability to an expression of dissatisfaction.

We intend to give the full confidence from our side to the board and CEO to re-shape Ericsson in favor of the greatest possible shareholder value, and that you are innocent until anything else has been proven. In fact, we need to give everyone a chance to explain themselves and defend themselves. We are all owners in a company with over 110,000 employees, 12,000 in Sweden alone. We have a responsibility to ensure that this company can continue to operate in good pace, moving into the future. As a shareholder, you need to stand up also in difficult times. AMF intends, therefore, to grant discharge from liability to all members of the board and the president and support the nomination committee's proposal on a new board. Thank you, Anders Oscarsson.

Speaker 16

Any comments?

Ronnie Leten
Chairman of the Board, Ericsson

Thank you, Anders, for this support. It is well received, I think, by all of us, I think in the board, but also in the management, especially also for Börje. I think, what we also said, and repeating myself and also Börje, this is a journey. I would remind you, look to 2017 or 2016. This was a company which had trouble on compliance and also was not the leader. Today, ladies and gentlemen, dear shareholders, we are the leader in 5G. I can really assure you with my experience in seeing many, many global companies, this company is a very solid, good company. Thank you.

Speaker 16

Thank you, Ronnie. Do we have more questions? Yes, we continue with the Swedish questions, and we have a question or comment from Ossian Ekdahl. Please, Ossian.

Ossian Ekdahl
Chief Active Ownership Officer, Första AP-fonden

My name is Ossian Ekdahl, and I represent the First AP Fund here today after the meeting. I would also like to comment on how we will vote on a few resolutions here today. Of course, it has to do with this discharge for the directors and the CEO and also elections and also the a question or the resolution having to do with remunerations. When it comes to discharge, this is about the board of directors and the CEO and what they did, didn't do during the financial year 2021. We can all agree that what has happened in Iraq and in other countries, and this is something horrible. Of course, the management and the board of directors should make sure that this doesn't happen in the future.

Sven Unger
Chair of AGM 2022, Ericsson

We have full confidence in the board that has been proposed by the Nomination Committee. We think that this is a good proposal, and the CEO and the directors, we are convinced, will work very hard with this issue. We've heard that from Ronnie Leten and from the CEO during these addresses as well. We're going to vote in favor of this proposal that we have for Board of Directors, what has been presented by the Nomination Committee today. However, the AP Fund feels that the company has not provided the information to the market that is needed for us to decide on discharge. We are going to vote no when it comes to discharge for all the directors and the CEO.

I want to stress yet again that we have full confidence that for the CEO and the directors and that they will handle this in an appropriate way. That brings me to the remuneration report. This is a consequence of that we haven't received the information that I just mentioned. Here we see that there is a variable component from the company that is partly based on the share price development. This share price development has meant that the remuneration levels that have been paid out, they have quite simply been too high considering what happened with the price, the share price once the market got this information, because there was a drastic decline.

That is why we're going to vote against that remuneration report, and that is because we want to tell the board that they should consider this carefully, whether they should act in some way, reduce this remuneration, for example, or something else in the ongoing remuneration programs. There, we're going to vote no. We'll be voting against discharge. We'll be voting in favor of the proposal from the nomination committee, because we have full confidence in these individuals, but we will also vote against the remuneration report. Thank you.

Eric Elzvik
Board Member, Chair of Audit, and Compliance Committee, Ericsson

Thank you, Ossian Ekdahl. Any comments?

Ronnie Leten
Chairman of the Board, Ericsson

Thank you for the question, give me the opportunity. As you know and heard me say, we as myself, the Chair, and also as the board, we give full support of our CEO. When it comes to the remuneration, of course, we do full benchmarking and having really good insight. Okay, where is the compensation? Is it really competitive towards the person, or is it comparable to or competitive towards the company? We are really believing that the package with our CEO is a competitive package from both sides. I would also like to stress one topic, and I go back to what I said before. Where were we in 2016-2017? Where are we today, and how come we are there?

Think about that before you ask me to reduce the compensation of the CEO. Thank you.

Eric Elzvik
Board Member, Chair of Audit, and Compliance Committee, Ericsson

Thank you very much. Any further comments? Yes, we have another question from the phone, Emilie Westholm of Folksam. Emily, you have the floor.

Emilie Westholm
Head of Responsible Investments and Corporate Governance, Folksam

Thank you. Emilie Westholm is my name. I represent Folksam and KPA Pension. I would like to take the floor on a number of items, 8.2, 8.3, and put a couple of questions to the CEO. I have to begin by comments on 8.2, the remuneration report. In the guidelines for remuneration to senior executives, we read the following about the objective of these guidelines. They aim to ensure that the compensation is in line with the current policy for remuneration for the employees of the company based on policies on justice, transparency, performance, et cetera, also competitiveness.

Peter Nyquist
Head of Investor Relations and VP, Ericsson

As many have already pointed out, we're in a communication vacuum currently, and the report is therefore a bit of a challenge to read when you consider some of these principles, not least perhaps the principle on transparency, and which follows in line with that performance as well. At the same time, if we look at the actual situation, we have a share price which is quite far removed from the conclusions upon which the report is based. We will vote against the adoption of the remuneration report. I'd also like to encourage the board to review the possibilities to vest or tie in part of the bonus pending sufficient information to make a new, renewed, and correct assessment. Moving on to 8.3 on discharge liability.

First of all, I'd like to say that we have confidence in the board and the CEO when it comes to competence and the right motivation to come to a full resolution of the current situation, but we lack the trust in the provision of information which hasn't taken place, even though we do understand the reasons and the background of why you cannot report. As owners, we have no detailed information to access, and there are simply too many question marks, and we cannot vote in favor of discharge for that reason. We vote no on that point. All members of the board and the CEO. Having said that, I also have a question for the CEO. The corruption scandals, looking back in time, that Ericsson have been involved in are some of the largest corporate scandals in Swedish history.

Many of us would like to know more about what's actually happened, how it was possible. In particular, we'd like to know more about what Ericsson is doing to avoid it ever occurring again. We need to also remember what sort of questions we're dealing with here. Sometimes you might get the impression that it's only about money, and fines, and share prices. These are lives of people, democratic development, about contributing to a worsening of the state of the world, not improving the world. This could have contributed to crimes against humanity, and it's also been costly to shareholders. There are many reasons not to just be discontented, but also deeply troubled by how this has occurred in the first place.

Having said that, I'd also like to say that over the past years, Ericsson has made great strides when it comes to compliance and ethics-related work. Owners have received regular information on the structure, the processes that have been put in place, where decisions are made, how things are implemented, and reporting structures in particular. Nothing more. The TV program Uppdrag Granskning has not been able to obtain any more information since that program was broadcast. We haven't heard any more about 2019 or how all this was discovered and what Ericsson needs to do to ensure that this type of misconduct will never occur again. With the risk of not getting an answer today, I still would like to ask the question nevertheless.

Out of the 195 independent states of the world, Ericsson has a presence in over 180. As you mentioned, corruption exists in, to a varying extent, in all countries. I'm wondering how you make assessments on risk of corruption in these countries. Against the backdrop of what's happened, do you have any plans to complement or change, make any changes to existing markets, moving out of certain markets, for example, where you consider that it is in fact too complicated or too expensive to do what's right? Thank you.

Operator

Thank you, Emilie Westholm. Börje Ekholm, please.

Börje Ekholm
President and CEO, Ericsson

Well, thank you, Emelie. It's an excellent and very relevant question, but let me start to mention the compliance programs. We have been working very, very hard since 2017 to strengthen the compliance of the programs. We've also been working with a very thorough change of processes, systems, routines, but we've also looked at coworkers' participation in this. I'm thinking about culture and everything we do to work with culture within the company. I think this is incredibly important, maybe the most important thing to strengthen compliance. We have put a lot of effort into this. Maybe this is not the right time to talk in detail about those components. But for example, we have Ericsson on the Move, a big program where we work with, for example, speak up and fact-based decision-making. That is just one small example.

We have also added a core value. We did that last year: Integrity. We have tried to work with this to create another type of culture. This has to do with the fact that we, the management, feel that we become a better company if we're successful with this. I just wanted to mention that. I think it's obvious that we are going to keep shareholders informed on an ongoing basis when we have the information we get. We do have a report. We have our sustainability report where you can see the allegations and the misconduct and what we get from coworkers and other partners as well, and also the action that is taken by us. Of course, we have to look at whether we should change this in the future, but that is one component.

We also have this with high-risk markets. This is a big issue. When we enter into a market, we do take huge responsibility for the infrastructure of a country. It's often critical infrastructure, and we make long-term commitments. We have to understand that, and we have to take our responsibility. Very, very topical today is Ukraine. It's a horrific situation, but we have this long-term responsibility to operate that network because that is what we have promised customers and suppliers. That is just one example to show that we have, as a main focus in the company, to ensure that our employees, our partners, that they are safe and secure and that they can make it home every day from work.

As long as we can do that and live up to a business ethics and code, then we can operate in these countries. You had other countries that you mentioned, and this is something that we have to work with. We have to work with the risk level in the company. One reason why we changed the strategy in 2017 to have less local service, that was as a matter of fact, because of compliance, because it's simply too difficult in some countries to have people there on the ground working with local service, because you end up in too many different situations. We decided that in such markets, we're just going to sell products and solutions. This is something we are working with, and we have more to do.

We have a new Chief Legal Officer, Scott, and this will be one of his first tasks to look at how we're working in high-risk markets to ensure that we work in a correct manner. I do think that our long-term value we have in delivering the right products to our customers so that we can operate networks long term, and that takes trust. This is something that we need to work with, and we have to look at all of our involvement in high-risk markets, it's very important.

Sven Unger
Chair of AGM 2022, Ericsson

Thank you. Peter Nyquist, anything further?

Peter Nyquist
Head of Investor Relations and VP, Ericsson

Yes, I'm going to get back to Kista. We have a comment or a question from Johan Forssell here. Please go ahead.

Johan Forssell
Chair of the Nomination Committee, Ericsson

Thank you. As Ericsson's largest owner, Investor fully supports the company's strategy and the work of the board and the CEO to strengthen and improve the culture and the internal processes when it comes to compliance. Based on the information available to us today, we have full confidence in the board and the CEO, and we will vote in favor of discharge from liability. We are of the opinion that it is important that the board and senior management of the company will feel our support in challenging times as well. We're a highly committed long-term owner.

There are tougher times now and again, we know this, and you have to show full support for the people who will perform the important task of taking the company onwards. Thank you. Thank you very much, Johan Forssell. Further questions or comments? Yes, coming back to the phone lines. Sverre Linton of the Swedish Shareholders' Association is next. You have the floor. Go ahead.

Sverre Linton
Chief Legal Officer, Aktiespararna

Thank you very much. The Swedish Shareholders' Association, similarly to several others, will be voting against discharge from liability for both the board and the CEO. We do not feel that we have sufficient information available currently to grant discharge from liability and run the risk of closing doors on any potential, liability-related procedures, which we hope we will never need.

The only thing we know currently is that the report on Iraq 2015 has not been provided to the Department of Justice nor the market, and that the Department of Justice, on two occasions, have made comments on how Ericsson complies with the mutual agreement. What we do not know is whether errors have been committed and which ones, if so, and who failed in their responsibility, if so, what consequences this could have to Ericsson. Many of us have put questions to try and get clarifications. We've not received any answers. Ericsson has announced that it may take a long time before they can give answers or will give answers. I understand that you do not intend to develop this any further today. At the risk of not getting an answer, I'm still going to ask the following.

I'd like to know whose decision it was to not communicate the Iraq on the Iraq report to the market. It shouldn't have been the decision of anyone else. Was the board of Ericsson fully informed on both the content of the report and the decision not to communicate it to the market? Thirdly, and finally, when was it discovered by the board and senior management of the company that the information in the report had not been submitted to the Department of Justice? I'd appreciate answers to those questions. Finally, let me also underline that we, too, will vote in favor of the nomination committee's proposal for a board, the board members. Thank you, Sverre Linton. Ronnie Leten or Börje, who would like to answer?

Ronnie Leten
Chairman of the Board, Ericsson

I can go first. I think as we also said in the introduction, 'cause we are under investigation and that means that it is extremely difficult to communicate about. I can say that, and that we also have said in several occasions, we work openly and very open with all the cases we have with the DOJ, and they are really looking deeper in this. Also like Börje also said, with Scott Dresser, our new General Counsel, who is working further in that work. We are doing on this. Another point, what you should keep in mind, that when you know, when we got, and I mentioned it also in my speech, in 2016, 2017, we knew we inherited a company which has compliance problems.

When you dig, you find, and that is what is, has happened. Maybe I hand over now, maybe to Börje, can elaborate a bit more.

Börje Ekholm
President and CEO, Ericsson

Thank you, Ronnie. I don't think I have much to add. You've already said it. It's difficult for us to answer these questions. Well, we cannot, quite simply, because we have an ongoing investigation. It's quite simply impossible to give this type of interim update that you're asking for. You should know instead, let us have the time that's necessary so that Scott and I can work through this, the evaluation of, well, management, the Iraq report, how it was managed, what has been done after that, et cetera. We're going to take the time it takes. We're going to work together with government authorities, and Scott will be in charge of that work. We just have to afford us this with the necessary time and responsibility.

Let me also say that this is, and I've mentioned it already, it's quite a job cleaning up. This is something that we've been working with. We've been trying to remedy many things from the past with, well, what happened in the past. The agreement that was made with the DOJ in 2019 describes this quite in detail. That might be worthwhile reading for shareholders as well as a bit of a background as to what we have confronted and what we're trying to do.

Sven Unger
Chair of AGM 2022, Ericsson

Thank you. Are there more questions or comments? One further question from the Swedish phone line, Yvonne Levinovich. Yvonne, go ahead, please.

Speaker 17

Hello, Yvonne Levinovich is my name. I'm not one of the big shareholders. I am big among the small ones. How much did the board know of ISIS and the money they were able to benefit from? I'd very much like an answer to that question, please. Thank you, Yvonne Levinovich. Chairman of the board.

Ronnie Leten
Chairman of the Board, Ericsson

Yeah. Yvonne, I think, and unfortunately, I have to give you the same answer what I've giving it to the previous question from Axis Power on this. 'Cause you know, we are working together with the DOJ. We are under investigation, and that means that we are rather limited in our comments. I said we are working very open and very transparent with the DOJ, and in due time you will have the right answer on that question. It's a good question.

Sven Unger
Chair of AGM 2022, Ericsson

Thank you. Peter Nyquist again. Going to move the switch to the English queue.

Eric Elzvik
Board Member, Chair of Audit, and Compliance Committee, Ericsson

Currently, there are no questions on the English side. Thank you, Mark.

Sven Unger
Chair of AGM 2022, Ericsson

Well, we have no questions in the English queue. Simon, if I've understood you correctly, there are no more questions from Swedish shareholders either. That is correct. Which means that, we can close that Q&A session, and we say thank you for these very interesting questions. Now you shareholders can vote on items 8 through 19. Please vote. We're now voting on all outstanding items eight through 19. Please go ahead.

Operator

[Foreign language]

I just want to tell you that the voting takes a bit of time, so I just ask you to be patient. We'll get back to you.

[Foreign language]

We have closed the vote. We are counting the votes, and we will get back to you as soon as we have a result.

Sven Unger
Chair of AGM 2022, Ericsson

We have finished counting the votes, and I will begin for the result. 8.1: the meeting has established adopted the income statement, balance sheet, consolidated income statement and the consolidated balance sheet. 8.2: the meeting has adopted the remuneration report. 8.3: we find that a shareholder representing more than 10% of all shares in the company have voted against the discharge for all board of directors and the president. 8.4: we find that the meeting has approved the proposal when it comes to dividend and record date. eight, nine, 10, 11, 12, 13, 14, and 15, we find that the meeting has approved the proposal from the Nomination Committee about the number of board members, the fees, the directors, the chair, the number of auditors, the fee for the auditor, and the election of the auditor.

Item 16.1, the meeting has approved that proposal. 16.2 has been withdrawn. 16.3, the meeting has approved the proposal from board. 16.2 we had the LTV 2022. 17 has been withdrawn. 18, resolution and transfer of treasury stock, the meeting voted in favor of the board's proposal with the necessary majority. Item 19, the meeting did not vote in favor of that proposal from the shareholder, which means that we've gone through all the resolutions. Ronnie Leten, please.

Ronnie Leten
Chairman of the Board, Ericsson

Thank you, Sven. Now we have been through all the items on the agenda for Ericsson's annual general meeting 2022. I would like to take the opportunity to thank you all shareholders for taking the time and to have also the interaction asking the question. Thank you very much to take your time to participate in the general meeting. Before I end and let you go, I would also like to say a big thank you and propose that you share with me a big thank you for Börje and the full executive team for and all the hardworking employees of Ericsson for the fantastic work what they have done during last year and also this year already, because we are already in March. It's great.

Keep on and be really, the leader in 5G. Thank you very much, and have a nice day. Bye.

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