Evolution of The Priceline Group to Booking Holdings Reflects the Expansion and Scale of the Business it is Today
NEW YORK, Feb. 21, 2018 /PRNewswire/ -- The Priceline Group Inc. (NASDAQ: PCLN), the world's leading provider of digital travel experiences, announced that it is changing its name to Booking Holdings Inc., effective today. Booking Holdings stock will begin trading under the new ticker symbol NASDAQ: BKNG on February 27, 2018.
Glenn Fogel, Chief Executive Officer of Booking Holdings, said, "Over the last two decades, our business has expanded from just priceline.com, operating solely in the United States, into six primary brands with headquarters around the globe, operating in more than 220 countries and territories in over 40 languages, fulfilling one unified mission of helping people experience the world. Today, our largest brand is Booking.com, which has more than 1.5 million properties, averages over one million bookings per day and produces a significant majority of Booking Holdings' gross bookings and operating profit. We are at a defining moment in our company's history--making this change to more accurately align our company name with our largest business, connect our collective brands to a name that reflects their shared capability to help customers book amazing experiences, as well as better reflect the truly global operation that we have become today."
Booking Holdings consists of six primary brands: Booking.com, priceline.com, KAYAK, agoda.com, Rentalcars.com and OpenTable. Booking Holdings, the parent organization, will continue to operate out of its current headquarters in Norwalk, CT, USA.
About Booking Holdings Inc.
Booking Holdings (NASDAQ: PCLN) is the world's leading provider of online travel & related services, provided to consumers and local partners through six primary brands: Booking.com, Priceline.com, KAYAK, agoda.com, Rentalcars.com and OpenTable. Collectively, Booking Holdings operates in over 220 countries and territories across Europe, North America, South America, the Asia-Pacific region, the Middle East and Africa in over 40 languages. The mission of Booking Holdings is to help people experience the world.
AMSTERDAM, February 21, 2018 /PRNewswire/ --
Objective grading tester relying on line confocal imaging to be launched at Mobile World Congress
Teleplan, a leading lifecycle care solutions provider for technology products, unveils its unique objective grading tester 'Optiline', which can determine the physical and optical condition of any mobile phone surface. The second-hand mobile phone market is expected to grow 4-5 times faster than the overall smartphone market. It is expected that more than 120 million devices will be resold or reused in 2018, representing a global market worth US$17 billion.
By being immune to surface glossiness, transparent glue, sloped surfaces and other edges, Optiline can overcome the shortfall of existing laser and X-ray technologies. Optiline's use of line confocal imaging (LCI) enables 2D and 3D measurements of fixed and moving surfaces with a very high resolution. Combining these two types of images with grading algorithms means Optiline can virtually detect and parametrize any 3D defect or 2D surface anomaly. The use of this technology allows Optiline to be used in a production or repair environment for cosmetic quality inspection purposes. It also allows the user to determine the right value and selling price of a used mobile phone, making it relevant to the remarketing industry. A camera inside Optiline can transmit pictures of any tested device, which in turn can automatically be displayed on any mobile e- commerce platform.
"The accurate and objective grading of a used mobile phone, without the introduction of operator bias, will determine its price and onward disposition to the most suitable reseller channel. Optiline maximizes the resale value of returned devices for our customers," says Teleplan CEO François Lacombe.
The integrated LCI technology in Optiline can also determine defects and anomalies on the surfaces of other devices such as tablets, modems, set-top boxes and more. Grading parameters and test scenarios are flexible and customizable to meet customer requirements and practices.
Full grading reports and grading data, including images and defect descriptions, are captured and available for analysing purposes.
With this latest addition to Teleplan's own portfolio of test solutions, the company is now in a position to objectively and automatically assess both the functional and cosmetic condition of mobile phones and other electronic devices, eliminating most inefficiencies inherent to current manual and subjective processes.
Optiline will be unveiled to the public during the Mobile World Congress in Barcelona in late February 2018 in the Executive Meeting room area 2.1B21Ex and 2.1B23Ex.
Teleplan International N.V. is an industry leader in lifecycle care solutions for technology products, including mobile, customer premises equipment and value recovery solutions. Focusing on customer care, managed logistics, parts management, screening & testing, repairs/refurbishing and reselling/recycling, Teleplan has 35 years of proven performance providing value propositions throughout the supply chain from the point of purchase to the end of life. Teleplan innovates to consistently keep up with the advances in interactive connectivity and communication, and our 'Telemade' approach tailors to each individual customer's needs. Headquartered in Amsterdam/Schiphol, the Netherlands, Teleplan's service centers have a global reach of over 120 countries and employ over 5,000 people.
For further information, please visit: www.teleplan.com.
Voice over LTE, Voice over WiFi, Security, Interconnect, Network Functions Virtualization and Cloud Communications Solutions to be highlighted
WESTFORD, Massachusetts, Feb. 21, 2018 /PRNewswire/ -- Ribbon Communications Inc. (Nasdaq: RBBN), a global leader in secure and intelligent cloud communications, today announced that it will exhibit its comprehensive solutions portfolio for service providers at Mobile World Congress 2018, held in Barcelona, Spain, February 26 to March 1.
"The GENBAND ? Sonus merger and subsequent creation of Ribbon is well aligned with the key trends we see mobile service providers engaging with, including cloud adoption, security, and modernizing network infrastructure with software," said Stéphane Téral, Executive Director, Research and Analysis, Mobile Infrastructure & Carrier Economics at IHS Markit.
Located in Hall 2, Booth 2i31, Ribbon will demonstrate solutions aimed at empowering service providers and enterprises to transform communications services via innovative offers that marry existing investments with state of the art capabilities for unparalleled value creation.
"This is our first Mobile World Congress as a merged company and we're eager to showcase the strength and depth of our offering, from our comprehensive solutions portfolio to our deep executive bench and innovative brand," added Patrick Joggerst, CMO & EVP, Business Development at Ribbon. "We look forward to engaging with the industry's key players in Barcelona." https://www.youtube.com/watch?v=f7g1rXyMJd0
About Ribbon Communications
Ribbon Communications is a company with two decades of leadership in real-time communications. Built on world-class technology and intellectual property, the company delivers intelligent, secure, embedded real-time communications for today's world. The company transforms fixed, mobile and enterprise networks from legacy environments to secure IP and cloud-based architectures, enabling highly productive communications for consumers and businesses. With 64 locations in 27 countries around the globe, Ribbon's innovative, market-leading portfolio empowers service providers and enterprises with rapid service creation in a fully virtualized environment. The company's Kandy Communications Platform as a Service (CPaaS) delivers a comprehensive set of advanced embedded communications capabilities that enables this transformation. To learn more, visit ribboncommunications.com.
Important Information Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to a number of risks and uncertainties. All statements other than statements of historical facts contained in this press release, including statements regarding integration efforts and opportunities, business strategy, strategic position and plans and objectives of management for future operations are forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those contained in the most recent Quarterly Reports on Form 10-Q filed by us and our predecessor entity, Sonus Networks, Inc. Our forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We caution you against relying on any of these forward-looking statements. Any forward-looking statement made by us in this press release speaks only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
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STOCKHOLM, Feb. 21, 2018 /PRNewswire/ -- The Annual General Meeting of shareholders of Telefonaktiebolaget LM Ericsson will be held on Wednesday, March 28, 2018, at 3 p.m. at Kistamässan, Arne Beurlings Torg 5, Kista/Stockholm.
The Nomination Committee proposes among other things:
The Board of Directors proposes among other things:
Welcome to the Annual General Meeting of shareholders 2018 of Telefonaktiebolaget LM Ericsson
Telefonaktiebolaget LM Ericsson's shareholders are invited to participate in the Annual General Meeting of shareholders to be held on Wednesday, March 28, 2018 at 3.00 p.m. at Kistamässan, Arne Beurlings Torg 5, Kista/Stockholm. Registration to the Annual General Meeting starts at 1.30 p.m.
Registration and notice of attendance
Shareholders who wish to attend the Annual General Meeting must
Notice may also be given in writing to:
Telefonaktiebolaget LM Ericsson
General Meeting of shareholders
c/o Euroclear Sweden AB
SE-101 23 Stockholm
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 22, 2018, in order to be entitled to attend the Annual General Meeting. The shareholder should inform the nominee to that effect well before that day.
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 27, 2018. Forms of power of attorney in Swedish and English are available on Ericsson's website, www.ericsson.com.
1. Election of the Chairman 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 2017
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 (new election)
11.7. Ronnie Leten (new election)
11.8. Kristin S. Rinne
11.9. Helena Stjernholm
11.10. Jacob Wallenberg
12. Election of the Chairman of the Board of Directors
The Nomination Committee's proposal:
The Nomination Committee proposes that Ronnie Leten be elected Chairman of the Board.
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. Resolution on implementation of Long-Term Variable Compensation Program 2018 ("LTV 2018")
18. Resolution on transfer of treasury stock in relation to the resolutions on the Long-Term Variable Compensation Programs 2014, 2015, 2016 and 2017
19. 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 2019
20. Resolution on proposal from the shareholder Mats Lagström that the Annual General Meeting resolve to instruct the Nomination Committee to propose to the next general meeting of shareholders a differentiated fee plan for the members of the Board of Directors, including the Chairman of the Board
21. Closing of the Annual General Meeting
Item 1 Chairman 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 Chairman of the Committee Johan Forssell (Investor AB), Christer Gardell (Cevian Funds), Bengt Kjell (AB Industrivärden and Svenska Handelsbankens Pensionsstiftelse), Johan Held (AFA Försäkring), Anders Oscarsson (AMF Försäkring and Fonder) and Leif Johansson (Chairman of the Board of Directors). The Nomination Committee proposes that Advokat Sven Unger be elected Chairman of the Annual General Meeting of shareholders 2018.
Item 8.3 Dividend and record date
The Board of Directors proposes a dividend of SEK 1 per share and Tuesday, April 3, 2018, as record date for dividend. Assuming this date will be the record date, Euroclear Sweden AB is expected to disburse dividends on Friday, April 6, 2018.
Item 9 Number of Board members and deputies to be elected by the Annual General Meeting
According to the articles of association, the Board shall consist of no less than five and no more than twelve Board members, with no more than six deputies. The Nomination Committee proposes that the number of Board members elected by the Annual General Meeting of shareholders 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 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 elected by the Annual General Meeting be paid as follows:
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 2017 amounted to approximately SEK 200 billion.
The Nomination Committee considers that the fees for Board and Committee work are reasonable, and proposes that all fees remain unchanged.
Fees in the form of synthetic shares
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. In relation to previous years, the recommendation has changed so that the holding shall correspond to the annual Board fee instead of the annual Board fee after tax.
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.
The Nomination Committee therefore proposes that the Annual General Meeting of shareholders 2018 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.
(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 complete terms and conditions for the synthetic shares are described in Exhibit 1 to the Nomination Committee's proposal.
The financial difference for the Company, should all Directors receive part of their fees in the form of synthetic shares compared with the fees being paid in cash only, is assessed to be very limited.
Item 11 Election of Board members and deputies of the Board of Directors
The Nomination Committee proposes that the following persons be 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 (new election)
11.7 Ronnie Leten (new election)
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 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 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 met with the members of the Board of Directors to get their views regarding the Board work. The Nomination Committee has further thoroughly familiarized itself with the results of the Board work evaluation that was led by the Chairman of the Board. 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 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 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 as well as the individual Board members fulfil high expectations in terms of expertise.
Leif Johansson, Kristin Skogen Lund and Sukhinder Singh Cassidy have advised that they wish to leave the Board. The Nomination Committee proposes that two new Board members be elected: Ronnie Leten is proposed as new Chairman of the Board and Kurt Jofs is proposed as new Board member. As President and CEO of Atlas Copco, Ronnie Leten has successfully led Atlas Copco during many years and he also has valuable experience as Board Chairman, for example from Electrolux. Ronnie Leten is a skilled businessman, technically savvy and strategically versatile and he has significant experience from digitalization of major operations, which the Nomination Committee believes will be beneficial for Ericsson's focused work together with its customers. Kurt Jofs has deep knowledge of and background from the telecom and IT-industry, for example from his experiences as Head of Ericsson Networks between 2003 and 2008 and as Board Chairman of Tieto. It is the Nomination Committee's assessment that the proposed Board members, with their respective experiences, will add valuable expertise and experience to the Board. With these changes, the Nomination Committee believes that the company is given 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.
Information regarding proposed Board members
Information regarding the proposed Board members is presented in Exhibit 2 to the Nomination Committee's proposal.
Information on proposed new Board members
Born 1958. Master of Science in Engineering, Royal Institute of Technology, Stockholm, Sweden.
Board Chairman: Tieto Corporation and Vesper Group.
Board Member: FEAL AB, Höganäs AB and Silver Resorts AB.
Holdings in Ericsson: None*.
Principal work experience and other information: Entrepreneur and investor with extensive experience in various industries. Previous positions include Executive Vice President and responsible for Ericsson's Networks business 2003-2008, CEO of Segerström & Svensson 1999-2001, CEO of Linjebuss 1996-1999, and various positions within ABB and Ericsson.Ronnie Leten
Born 1956. Master of Science in Applied Economics, University of Hasselt, Belgium.Nationality:
AB Electrolux (resigning in connection with the AB Electrolux Annual General Meeting 2018)Board Member:
AB SKFHoldings in Ericsson:
55,620 Class B shares*.Principal work experience and other information:
President and CEO of Atlas Copco AB 2009-2017 and various leadership positions within the Atlas Copco Group 1997-2009 and 1985-1995. Previous positions include plant manager of Tenneco Automotive Inc, Belgium, 1995-1997 and various positions within General Biscuits 1979-1985. Chairman of the Board of Epiroc AB.
* The holdings in Ericsson are as of the date of the notice convening the Annual General Meeting and includes holdings by related persons as well as holdings of ADS, if applicable.
Independence of Board members
The Nomination Committee has made the following assessments in terms of applicable Swedish independence requirements:
(i) The Nomination Committee considers that at least the following Board members are independent of the Company and its senior management:
a. Jon Fredrik Baksaa
b. Jan Carlson
c. Nora Denzel
d. Eric A. Elzvik
e. Kurt Jofs
f. Ronnie Leten
g. Kristin S. Rinne
h. Helena Stjernholm
i. Jacob Wallenberg
(ii) From among the Board members reported in (i) above, the Nomination Committee considers that at least the following are independent of the Company's major shareholders:
a. Jon Fredrik Baksaas
b. Jan Carlson
c. Nora Denzel
d. Eric A. Elzvik
e. Kurt Jofs
f. Kristin S. Rinne
Moreover, the Nomination Committee considers that at least the following Board members are independent in respect of all applicable independence requirements:
a. Jon Fredrik Baksaas
b. Jan Carlson
c. Nora Denzel
d. Eric A. Elzvik
e. Kurt Jofs
f. Kristin S. Rinne
Item 12 Election of the Chairman of the Board
The Nomination Committee proposes that Ronnie Leten be elected Chairman of the Board (new election).
Item 13 Number of auditors
According to the articles of association, the company shall have no less than one and no more than three registered public accounting firms as auditor. The Nomination Committee proposes that the company should have one registered public accounting firm as auditor.
Item 14 Fees payable to the auditor
The Nomination Committee proposes, like previous years, that the auditor fees be paid against approved account.
Item 15 Election of auditor
In accordance with the recommendation of the Audit Committee, the Nomination Committee proposes that PricewaterhouseCoopers AB be appointed auditor for the period as of the end of the Annual General Meeting 2018 until the end of the Annual General Meeting 2019 (re-election).
Item 16 Guidelines for remuneration to Group Management
The Board of Directors proposes that the Annual General Meeting resolve on the following guidelines for remuneration to Group Management for the period up to the 2019 Annual General Meeting. Compared to the guidelines resolved by the 2017 Annual General Meeting, it has been added that the mutual notice period can be increased to a maximum of 12 months on a case by case basis, with the condition that in all circumstances, fixed salary during the notice period plus any severance pay payable in total will not exceed an amount equivalent to the individual's 24 months fixed salary. Information on estimated costs for variable remuneration is appended to the proposal.
Guidelines for remuneration to Group Management
For Group Management consisting of the Executive Team, including the President and CEO, total remuneration consists of fixed salary, short- and long-term variable compensation, pension and other benefits.
The following guidelines apply for the remuneration of the Executive Team:
Appendix to proposal on guidelines for remuneration to Group Management
Details of our Remuneration Policy and how we deliver on our policy and guidelines, including information on previously decided long term variable compensation that has not yet become due for payment, can be found in the Remuneration Report and in Note C28, "Information regarding Members of the Board of Directors, the Group Management and Employees" in the annual report 2017.
With the current composition of the Executive Team, the Company's cost during 2018 for variable remuneration to the Executive Team can, at a constant share price, be estimated to amount to between 0 and 360 percent of the aggregate fixed salary cost, all excluding social security costs.
Item 17 Implementation of Long-Term Variable Compensation Program 2018 ("LTV 2018")
Following its continuous evaluation of the company's long-term variable compensation, the Board of Directors has concluded to propose LTV 2018. LTV 2018 is an integral part of the Company's remuneration strategy, in particular the Board of Directors wishes to encourage the leadership to build significant equity holdings to align the interests of the LTV Program participants with those of shareholders. While LTV 2017 only included three-year targets relating to total shareholder return (TSR), the targets for LTV 2018 have been developed to also include a one-year Group Operating Income target for 2018 to support achieving the Company's 2020 targets as communicated at the Capital Markets Day on 8 November 2017. All targets have a three-year vesting period.
The Long-Term Variable Compensation Program 2018
The Board of Directors proposes that the Annual General Meeting resolve on the implementation of a Long-Term Variable Compensation Program 2018 in accordance with the proposals set out below.
Implementation of the LTV 2018
The Board of Directors proposes that the Annual General Meeting resolves on the LTV 2018 for members of the Executive Team, comprising a maximum of 3 million shares of series B in Ericsson as set out below.
Objectives of the LTV Program
The LTV Program is designed to provide long-term incentives for members of the Executive Team (the "Participants") and to incentivise the Company's performance creating long-term value. The aim is to attract, retain and motivate executives in a competitive market through performance-based share related incentives and to encourage the build-up of significant equity holdings to align the interests of the Participants with those of shareholders.
The LTV Program in brief
The LTV Program is proposed to include all members (current and future) of the Executive Team, currently comprising of 14 employees, including the President and CEO. Awards under LTV 2018 will be granted free of charge entitling the participant, provided that i.a. certain performance conditions set out below are met, to receive a number of shares, free of charge, following expiration of the three-year vesting period ("Performance Share Awards"). Allotment of shares pursuant to Performance Share Awards will be subject to the achievement of performance conditions, as set out below, and will generally require that the Participant retains his or her employment over a period of three years from the date of grant (the "Vesting Period"). All major decisions relating to LTV 2018 will be taken by the Remuneration Committee, with approval by the full Board of Directors as required.
Granting of Performance Share Awards
Granting of Performance Share Awards to the Participants will generally take place as soon as practicably possible following the Annual General Meeting 2018. For 2018, the value of the underlying shares in respect of the Performance Share Award made to the President & CEO will not exceed 180% of the annual base salary at the time of grant, and for other participants, the value will not exceed 70% of the participants' respective annual base salaries at the time of grant.
In 2018, the maximum value of the underlying shares in respect of the Performance Share Award made to Executive Team members other than the President & CEO is proposed to be increased from 22,5% to a maximum of 70% of the participants' respective annual base salaries at the time of grant. This is proposed to be done by way of transferring some part of the short-term variable compensation opportunity to long-term variable compensation following the principle of total remuneration to remain unchanged. The intention is to increase the long-term focus and alignment with the long-term expectations of the shareholders.
The share price used to calculate the number of shares to which the Performance Share Award entitles will be the volume-weighted average of the market price of Ericsson B shares on Nasdaq Stockholm during the five trading days immediately following the publication of the Company's interim report for the first quarter 2018.
The vesting of Performance Share Awards will be subject to the satisfaction of challenging performance criteria related to 2018 Group Operating Income target and TSR, which will determine what portion (if any) of the Performance Share Awards will vest at the end of the Vesting Period.
The 2018 Group Operating Income target relates to 50% of the Performance Share Award and the maximum vesting level is 200%.
The performance criteria based on TSR are absolute TSR development and relative TSR development for the Ericsson B share over the period January 1, 2018 - December 31, 2020 (the "TSR Performance Period"). The TSR performance criteria relate to a total of 50% of the Performance Share Award and the maximum vesting level for each of the TSR performance criteria is 200%.
The following conditions will apply to the performance criteria:
50% of a Performance Share Award granted to a Participant will be subject to fulfilment of a Group Operating Income target for the 2018 financial year. The 2018 Group Operating Income target established by the Board of Directors will stipulate a minimum level and a maximum level. The vesting level of Performance Share Awards related to 2018 Group Operating Income will be determined by the Board of Directors when the audited result for the financial year 2018 is available.
If the maximum performance level is reached or exceeded, the vesting will amount to (and will not exceed) the maximum level of 200% of the Performance Share Award related to the 2018 Group Operating Income target. If performance is below the maximum level but exceeds the minimum level, a linear pro-rata vesting of shares will occur. No vesting will occur if performance amounts to or is below the minimum level. The allotment of the shares will not occur until the end of the Vesting Period in 2021.
Absolute TSR performance
30% of a Performance Share Award granted to a Participant will be subject to fulfilment of an absolute TSR performance requirement over the TSR Performance Period. If the absolute TSR development reaches or exceeds 14% per annum compounded, the maximum vesting of 200% of the Performance Share Award related to absolute TSR shall occur. If the absolute TSR development is below or reaches only 6% per annum compounded, no vesting will occur in respect of the Performance Share Award related to the absolute TSR. A linear pro-rata vesting from 0% to 200% of the Performance Share Award related to absolute TSR shall apply if the Company's absolute TSR performance is between 6% and 14% per annum compounded.
Relative TSR performance
20% of a Performance Share Award granted to a Participant will be subject to fulfilment of a relative TSR performance requirement over the TSR Performance Period, compared to a peer group consisting of 12 peer companies (the "Peer Group"). The vesting of the relative TSR related Performance Share Award varies depending on the Company's TSR performance ranking versus the other companies in the Peer Group. If the Company's relative TSR performance is below the TSR development of the company ranked 7th in the Peer Group, no vesting will occur in respect of the Performance Share Award related to relative TSR performance. Vesting of the Performance Share Award related to relative TSR performance will occur at the following percentage levels, based on which ranking position in the Peer Group the Company's TSR Performance corresponds to:
Position within the Peer Group Associated vesting percentage level
7 or lower 0%
2 or higher 200%
If the Company's TSR performance is between two of the ranked companies, a linear pro-rata vesting shall apply between the vesting percentage levels for the relevant ranked positions.
Information about the outcome of the performance criteria will be provided not later than in the annual report for the financial year 2020.
Allotment of shares
Provided that the performance critera above have been met and that the Participant has retained his or her employment (unless special circumstances are at hand) during the Vesting Period, allotment of vested shares will take place as soon as practicably possible following the expiration of the Vesting Period.
When determining the final vesting level of Performance Share Awards, the Board of Directors shall examine whether the vesting level is reasonable considering the Company's financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the Board of Directors, reduce the vesting level to the lower level deemed appropriate by the Board of Directors.
In the event delivery of shares to Participants cannot take place under applicable law or at a reasonable cost and employing reasonable administrative measures, the Board of Directors will be entitled to decide that Participants may, instead, be offered a cash settlement.
The Board of Directors does not currently propose any method for securing the undertakings under the LTV 2018. Delivery of Performance Shares in accordance with the terms of the LTV 2018 will take place in 2021.
The total effect on the income statement of the LTV 2018, including financing costs and social security fees, is estimated to range between SEK 55 million and SEK 131 million distributed over the years 2018-2021.
The Company has approximately 3.3 billion shares in issue. As per December 31, 2017, the Company held approximately 50.3 million shares in treasury. The number of shares that may be required for ongoing long-term variable compensation programs as per December 31, 2017 is estimated to approximately 45 million shares, corresponding to approximately 1.4 percent of the number of outstanding shares. In order to implement LTV 2018, a total of up to 3 million shares are required, which corresponds to approximately 0.1 percent of the total number of outstanding shares. The effect on important key figures is only marginal.
The resolution of the Annual General Meeting on implementation of the program requires that more than half of the votes cast at the Annual General Meeting approve the proposal.
Description of ongoing variable compensation programs
The Company's ongoing variable compensation programs are described in detail in the Annual Report 2017 in the note to the Consolidated Financial Statements, Note C28 and on the Company's website. The Remuneration Report published in the Annual Report outlines how the Company implements its guidelines on remuneration to Group management in line with the Swedish Corporate Governance Code.
Item 18 The Board of Directors' proposal for resolution on transfer of treasury stock in relation to the resolutions on the Long-Term Variable Compensation Programs 2014, 2015, 2016 and 2017
The Annual General Meetings 2014, 2015, 2016 and 2017 resolved on a right for the Company to transfer in total not more than 15,000,000 shares of series B in the Company on a stock exchange to cover certain payments, mainly social security charges, which may occur in relation to the Long-Term Variable Compensation Programs 2014, 2015, 2016 and 2017.
Each resolution has only been valid up to the following Annual General Meeting. Resolutions on transfer of treasury stock for the purpose of the above mentioned programs have therefore been repeated at the subsequent Annual General Meeting.
In accordance with the resolutions on transfer of in total not more than 15,000,000 shares, 436,100 shares of series B have been transferred up to February 20, 2018.
The Board of Directors proposes that the Annual General Meeting resolve that the Company shall have the right to transfer, prior to the Annual General Meeting 2019, not more than 14,563,900 shares of series B in the Company, or the lower number of shares of series B, which as per March 28, 2018 remains of the original 15,000,000 shares, for the purpose of covering certain payments, primarily social security charges that may occur in relation to the Long-Term Variable Compensation Programs 2014, 2015, 2016 and 2017. Transfer of shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share.
The resolution of the Annual General Meeting on a transfer of treasury stock requires that shareholders holding at least two-thirds of the votes cast as well as the shares represented at the Annual General Meeting vote in favor of the proposal.
Shares and votes
There are in total 3,334,151,735 shares in the Company; 261,755,983 shares of series A and 3,072,395,752 shares of series B, corresponding to in total 568,995,558.2 votes. The Company's holding of treasury stock amounts to 47,386,842 shares of series B, corresponding to 4,738,684.2 votes.
Information at the Annual General Meeting
The Board of Directors and the President shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the Company's or its subsidiaries' financial situation and the Company's relation to other companies within the Group.
The complete proposals of the Nomination Committee with respect to Items 1 and 9 ? 15 above, including a description of the work of the Nomination Committee before the Annual General Meeting and Exhibit 1 and 2 to the Nomination Committee's proposals, and the shareholder letters (in original language) under items 19 and 20, are available at the Company's website www.ericsson.com. The documents will be sent upon request to shareholders providing their address to the company. In respect of all other items, complete proposals are provided under the respective item in the invitation.
The Annual Report and the Auditor's Report as well as the Auditor's statement regarding the guidelines for remuneration to Group management will be made available at the Company and posted on the Company's website www.ericsson.com no later than three weeks prior to the Annual General Meeting. The documents will be sent upon request to shareholders providing their address to the company.
Stockholm, February 2018
The Board of Directors
 Total shareholder return, i.e. share price growth including dividends.
 To provide a stable assessment of performance, the TSR development will be calculated based on the average closing price of the Ericsson B share on Nasdaq Stockholm (or the corresponding closing share price of the relevant peer group company) for the three-month period immediately prior to the commencement and expiration of the Performance Period.
 The Peer Group consists of the following companies: Cap Gemini, CGI Group, Cisco Systems, Cognizant, Corning, F5 Networks, Harris, International Business Machines, Juniper Networks, Motorola Solutions, Nokia, and Qualcomm. TSR will be measured in Swedish Krona (SEK) for all companies in line with best practice.
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Invitation to Annual General Meeting 2018
WASHINGTON, Feb. 21, 2018 /PRNewswire/ --
Swisscom and Ericsson (NASDAQ:ERIC) are closely collaborating on end-to-end network slicing for critical communications in a joint project to deploy and explore new use cases for 4G and 5G. The project is based on Ericsson radio access and core networks, and one of the first steps is to test how the functionality can support critical communications over public networks, for example, in the public transport sector.
At Mobile World Congress 2018, the two companies will demonstrate how end-to-end network slicing can be implemented on Ericsson's 4G and 5G network solutions. The demonstration will use commercially available features in the Ericsson radio access network, such as RAN slicing and Quality of Service control, combined with Ericsson's core network functionality and Operations Support Systems offering, securing the reliability and performance of applications for critical communications.
Heinz Herren, Chief Technology Officer and Chief Information Officer, Swisscom, says: "With Ericsson's network slicing functionality and complementing features, we can leverage existing infrastructure and assets. In addition to offering mobile broadband services, we will be able to configure dedicated network slices for various industries, meeting the needs of manufacturing, railway, and public safety companies."
To introduce applications for specific industries, Swisscom is planning to evolve its network and infrastructure to support requirements that are different and more stringent compared to traditional mobile broadband needs.
Joakim Sorelius, Head of Product Area Network Systems, Ericsson, says: "Network slicing is crucial to guarantee the performance of critical communications, and it is a key enabler to maximize the full business potential of 5G. Together with Swisscom we are creating innovative solutions that optimize existing networks and lay the groundwork for advanced 4G- and 5G-enabled applications."
5G technology addresses the increasing need for speed, capacity, and low latency. It brings new levels of performance and functionality to cellular networks and enables critical applications, including emerging Internet of Things use cases. One example is remote monitoring and control of machines or vehicles, which requires extremely low latency, high reliability, and top prioritization in the network.
Investments in digital industrialization are expected to generate an estimated USD 619 billion revenue opportunity for telecom operators by 2026, according to the 5G Business Potential report published by Ericsson. The report also notes that service providers will profit from an additional 36 percent revenue potential by 2026 from 5G-enabled market opportunities.
Ericsson's end-to-end network slicing is readily available on 4G networks for operators to start exploring new opportunities with various industries while gearing up for commercial 5G services.
For media kits, backgrounders, and high-resolution photos, please visit www.ericsson.com/press
MORE INFORMATION AT:
Ericsson enables communications service providers to capture the full value of connectivity. The company portfolio across Networks, Digital Services, Managed Services, and Emerging Business is geared to make our customers more efficient, go digital, and find new revenue streams. Ericsson's investments in innovation have delivered the benefits of telephony and mobile broadband to billions of people around the world. The Ericsson stock is listed on Nasdaq Stockholm and on NASDAQ in New York. www.ericsson.com
ERICSSON AT MWC
The do zone at Mobile World Congress 2018 is where Ericsson is showcasing the powerful engagement, value and growth that comes with innovation in 5G, IoT and digital operations. With our live technology demonstrations and customer collaborations, we're rolling up our sleeves and digging in. We're showing, not just saying, why emerging technologies are essential to maximize business potential. Join us live and online at www.ericsson.com/mwc
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Ericsson and Swisscom demonstrate network slicing for critical communications
Network slicing and public transport
STOCKHOLM, Feb. 21, 2018 /PRNewswire/ -- Enea® (Nasdaq Stockholm: ENEA), a supplier of NFVI software platforms, embedded DPI software and real-time operating systems, will show demonstrations of leading edge solutions and products at Mobile World Congress (MWC) in Barcelona, February 26th ? March 1st, 2018.
Meet Enea in Hall 6, booth #6G10 to discover a wide range of live demonstrations:
NFV architectural CHOICE: Enea's OpenStack-based NFV platform distributes Virtual Network Functions between ARM and Intel compute nodes, illustrating different power vs. performance scenarios.
DPI ENGINE: Enea's Qosmos ixEngine in action, providing detailed Layer 7 visibility inside telecom solutions: vCPE, QoS, Traffic Management, and Subscriber Analytics.
VNF MANAGEMENT OVER NETCONF: A complete end-to-end uCPE solution with standards-based NETCONF onboarding, deployment, and service function chaining (SFC) using Enea's VNF Management software.
NFV MONITORING PROBE: Demo of Enea's Qosmos Probe, the market's most advanced DPI-based probe for NFV monitoring and troubleshooting.
ACCELERATED LINUX: Enea Linux, a scalable real-time accelerated Linux environment that provides performance and flexibility for standard and customized multicore platforms.
NFV SERVICE CLASSIFICATION: Enea's Qosmos Classifier, the first intelligent service classifier with open SDN & NFV interfaces, enabling dynamic service function chaining for Gi-LAN, SD-WAN and vCPE.
SECURE SD-WAN: An example of easy onboarding of a commercial vFW/VPN/vRouter and deployment on the Enea NFV Core software platform for optimal IPSEC performance and VNF chaining.
5G SATELLITE VNF: Demo of a 5G VNF for the European Space Agency, showing traffic classification, service function chaining and network optimization.
Join Enea at the Edge Mingle - a great opportunity to meet the experts, hold one-on-one conversations and see the demos while enjoying hors d'oeuvres and our signature Edge cocktail. The Enea Edge Mingle is scheduled for Monday, February 26th and Tuesday, February 27th from 5pm to 6pm CET.
Read more about Enea's presence at MWC 2018 and schedule a meeting at
For more information on Enea: https://www.enea.com/
For more information on MWC, please visit https://www.mobileworldcongress.com
SVP Marketing & Communication, Enea
Enea develops the software foundation for the connected society with a special emphasis on reducing cost and complexity at the network edge. We supply open-source based NFVI software platforms, embedded DPI software, Linux and real-time operating systems, and professional services. Solution vendors, Systems Integrators, and Service Providers use Enea to create new networking products and services faster, better and at a lower cost. More than 3 billion people around the globe already rely on Enea technologies in their daily lives. Enea is listed on Nasdaq Stockholm. For more information: www.enea.com
Enea®, Enea OSE®, Netbricks®, Polyhedra®, Enea® Element, Qosmos® and Qosmos ixEngine® are registered trademarks of Enea AB and its subsidiaries. Enea OSE®ck, Polyhedra® Lite, Enea® ElementCenter, Enea® On-device Management, Enea® NFV Core, Enea® NFV Access, Qosmos® Probe and Qosmos® Classifier are unregistered trademarks of Enea AB or its subsidiaries. Any other company, product or service names mentioned above are the registered or unregistered trademarks of their respective owner. All rights reserved. © Enea AB 2018.
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Enea Showcases Leading Edge Technology at MWC 2018
New partnership enables FutureDial to offer integrated robotic solutions to new and existing customers in reverse logistics
SUNNYVALE, California, Feb. 21, 2018 /PRNewswire/ -- FutureDial, the leading provider of mobile device processing solutions for Wireless Carriers, Mobile Device Buy-Back Trade-In companies and Third-Party Logistics Providers (3PL), announced today that they have formed a strategic partnership with OptoFidelity to offer world-class robotic solutions integrated with FutureDial's industry-leading Lean One-Touch software platform.
The partnership will combine the OptoFidelity test automation technologies with FutureDial system integration software capabilities for seamless, lean operating environments. The integrated software and hardware platform offers an automated processing capability for carriers, and mobile device reverse logistics operators around the world, to reduce the costs surrounding receiving, clearing, and testing mobile devices that enter the reverse logistics supply chain.
"Knowing FutureDial's dominant position in the marketplace, we are extremely excited to partner with this world-class leader," says Pertti Aimonen, CEO of OptoFidelity. "Our manufacturing and technological capabilities allow us to introduce our leading machine vision and robotics solutions to high volume test automation markets. We truly believe we are creating a best-in-class test automation solution for reverse logistics with FutureDial."
"OptoFidelity's line of advanced robotic solutions greatly complements our all-in-one read, clear, and test software platform currently serving many tier one carriers and 3PLs," states FutureDial's Chief Commercial Officer, Stephen Manning. "The adoption of lean six sigma philosophies within our Lean One-Touch software platform has paved the path to integrating leading-edge robotics such as that from OptoFidelity; our customers can expect to achieve 30x productivity gains through this combined platform."
OptoFidelity is exhibiting at Mobile World Congress in Barcelona, February 26 ? March 1, 2018 booth number 5D40 and will be demonstrating a variety of solutions for both VR and functional test purposes. Press members and customers are encouraged to contact either FutureDial or OptoFidelity to schedule private meetings and to view a live demonstration of the latest mobile device functional test system.
Founded in 1999, FutureDial is the leading provider of device processing solutions for the mobile device supply chain. FutureDial's easy-to-use, automated platform reduces the number of operator touches, saving time and money for Mobile Device Buy-Back Trade-In companies, Third-Party Logistics Providers (3PL), Wireless Carriers and Mobile Device Manufacturers (OEMs). By simplifying processes, consolidating work flows, and giving insight into business operations, FutureDial makes these businesses more efficient, profitable, and responsive to their customer needs. For more information, please visit http://www.futuredial.com or email to email@example.com
OptoFidelity is a leading technology company in smart devices test solutions. OptoFidelity´s solutions cover testing of smart phones, tablets, AR/VR, Automotive and other smart technologies. Our core competence is our ability to solve our customers challenges with technology. This comes from deep understanding of measurement technology, robotics and automation combined with our customer-oriented mindset. OptoFidelity has delivered +3000 test solutions globally. On top of that, OptoFidelity technology platforms are used in +3 000 test stations in various test solutions. OptoFidelity is part of CYG (ChangYuan Group 600525.SS).