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111 to Announce Fourth Quarter and Fiscal Year 2024 Unaudited Financial Results on March 20, 2025 – Conference Call to Follow

SHANGHAI, Feb. 20, 2025 /PRNewswire/ — 111, Inc. (NASDAQ: YI) (“111” or the “Company”), a leading tech-enabled healthcare platform company committed to reshaping the value chain of healthcare industry by digitally empowering the upstream and downstream in China, today announced that it will report its unaudited financial results for the fourth quarter and fiscal year 2024 ended December 31, 2024, before the U.S. market opens on Thursday, March 20, 2025.

111’s management team will host an earnings conference call at 7:30 AM U.S. Eastern Time on Thursday, March 20, 2025 (7:30 PM Beijing Time on the same day).

Details for the conference call are as follows:

Conference Topic: 111, Inc. Fourth Quarter and Fiscal Year 2024 Earnings Conference Call
Registration Link: https://s1.c-conf.com/diamondpass/10045645-1mt3o7.html

All participants must use the link provided above to complete the online registration process in advance of the conference call. Upon registering, each participant will then be provided with the dial in number, the Passcode, and your unique access PIN. This information will also be emailed to you as a calendar invite.

Please dial in 15 minutes before the call is scheduled to begin. To join the conference, simply dial the number in the calendar invite and enter the passcode followed by your PIN, and you will join the conference instantly.

A live and archived webcast of the conference call will be available on the website at https://edge.media-server.com/mmc/p/29mixmoj.

A telephone replay of the call will be available after the conclusion of the conference call until March 27, 2025.

China: 4001209216
United States: +1-855-883-1031
International: +61-7-3107-6325
Conference ID: 10045645

About 111, Inc.

111, Inc. (NASDAQ: YI) (“111” or the “Company”) is a leading tech-enabled healthcare platform company committed to reshaping the value chain of healthcare industry by digitally empowering the upstream and downstream in China. The Company provides consumers with better access to pharmaceutical products and healthcare services directly through its online retail pharmacy, 1 Pharmacy, and indirectly through its offline virtual pharmacy network. The Company also offers online healthcare services through its internet hospital, 1 Clinic, which provides consumers with cost-effective and convenient online consultation, electronic prescription service, and patient management service. In addition, the Company’s online platform, 1 Medicine, serves as a one-stop shop for pharmacies to source a vast selection of pharmaceutical products. With the largest virtual pharmacy network in China, 111 enables offline pharmacies to better serve their customers with cloud-based services. 111 also provides an omni-channel drug commercialization platform to its strategic partners, which includes services such as digital marketing, patient education, data analytics, and pricing monitoring.

For more information on 111, please visit: http://ir.111.com.cn/.

NetEase Cloud Music Inc. Reports Fiscal Year 2024 Financial Results

HANGZHOU, China, Feb. 20, 2025 /PRNewswire/ — NetEase Cloud Music Inc. (HKEX: 9899 or the “Company”), a leading interactive music streaming service provider in China, today announced its financial results for the fiscal year 2024 ended December 31, 2024.

Summary of Key Financial Metrics 
(RMB in thousands, unless otherwise stated)

Year ended 31 December

2024

2023

(Unaudited)

(Unaudited)

Revenue

7,950,146

7,866,992

Gross profit

2,681,512

2,102,670

Profit before income tax

1,570,255

767,679

Profit for the period

1,565,369

734,182

Non-IFRS measure:

Adjusted net profit (1)

1,700,078

818,500

Fiscal Year 2024 Key Financial Highlights

  • Revenue was RMB8.0 billion, an increase of 1.1% compared with RMB7.9 billion in 2023.
    • Online music services:
      • Revenue from online music services was RMB5.4 billion, an increase of 23.1% compared with RMB4.4 billion in 2023.
      • Revenue from sales of membership subscriptions increased to RMB4.5 billion from RMB3.6 billion in 2023, driven by an increase in monthly paying users of online music services with the enhanced product and content offerings of our membership services.
    • Social entertainment services and others:
      • Revenue from social entertainment services and others was RMB2.6 billion, compared with RMB3.5 billion in 2023. The decline was primarily attributed to a more prudent operational approach for our social entertainment services, along with a focused emphasis on core music business.
  • Gross profit was RMB2.7 billion, an increase of 27.5% compared with RMB2.1 billion in 2023, due to increased revenues from online music services and continued improvement in cost control measures.
  • Gross margin improved to 33.7% from 26.7% in 2023. A one-off adjustment of certain content licensing fees increased the gross profit margin by approximately 1.3 percentage points in 2024.
  • Net profit increased by 113.2% to RMB1,565.4 million, compared with net profit of RMB734.2 million in 2023.
  • Adjusted net profit reached RMB1,700.1 million, compared with adjusted net profit of RMB818.5 million in 2023.

Note:
(1) Adjusted net profit is defined as profit for the year attributable to the equity holders of the Company adjusted by adding back equity-settled share-based payments as appropriate.

Business Overview

Throughout 2024, we focused intently on strengthening our core music business while nurturing an enduring and vibrant music-centric community. By enriching our premium offerings such as expanding our content library, refining personalised recommendations, introducing innovative features, and fostering a stronger sense of community, we further deepened user engagement. Additionally, the rollout of enhanced membership benefits spurred rapid growth in our subscription-based memberships, further driving robust revenue growth in our core online music business and profitability.

We continued to engage users across our leading music-inspired community. Our total monthly active users (MAUs) steadily increased and our DAU/MAU ratio remained above 30%. We further enhanced music discovery and consumption via improved personalised recommendations and comprehensive audio-visual experiences. We broadened interactive scenarios across various user-generated content (UGC) formats to further cultivate our music-centric community, driving increased community content generation, consumption and user interactions. Through these efforts, users became more engaged and spent more time on our mobile app. We also continued to expand our music consumption scenarios by partnering with several NetEase games.

Through our rich library of licensed music and original music, we have built a comprehensive and distinctive content ecosystem. In 2024, we continually expanded our music content library, emphasising trending music interests among younger generations while maintaining a focus on improving efficiency. Additions from major Korean music labels, including JYP Entertainment, Kakao Entertainment and CJ ENM, continued to round out our library. We remain dedicated to promoting the growth of high-quality Chinese original music. In 2024, we celebrated the 10th anniversary of our independent musician platform. We have continuously enhanced our in-house music. In 2024, several in-house tracks gained popularity, such as “Follow” ( 《罗生门》).

In 2024, our efforts to strengthen our music-centric monetisation accelerated our growth in online music revenue year-over-year. Revenue from subscription-based memberships grew 22.2% year-over-year, fuelled by an increase in our subscriber base, though slightly offset by a dilution in monthly ARPPU (average revenue per paying user). We rolled out premium offerings, including expanded content and cutting-edge features, expanded membership privileges (such as functional tools, social features and dress-up privileges) and joint programs with external partners. Notably, membership retention rates, time spent and activity ratios grew year over year across our rapidly expanding subscriber base.

We further improved our profitability in 2024, having benefited from economies of scale from our increased subscriber base, strong monetisation of our core online music business and ongoing cost optimisation initiatives. Our gross margins reached 33.7%, up from 26.7% in 2023, and our adjusted net profit surged to RMB1,700.1 million in 2024, more than doubling from RMB818.5 million in 2023.

Looking ahead, our focus will remain on delivering exceptional music experiences, fostering a thriving community, elevating user engagement, and strengthening our operational capabilities. Our strategic vision includes the following key initiatives:

  • Further diversifying and enhancing our differentiated content offerings with greater efficiency: We plan to deepen our collaboration with copyright holders, boost our independent artist incubation capabilities and elevate our in-house music production competencies, emphasising our strengths in key music genres;
  • Cultivating our dynamic music-driven community ecosystem: By enriching our offerings with innovative interactive features and expanding opportunities for user communication and connection, we will create more engaging and immersive experiences for our user community;
  • Driving user willingness to pay for and subscribe to premium offerings: Through enhanced user experiences, deeper engagement, improved membership benefits and expanded consumption scenarios, we will strengthen the appeal of our premium offerings.
  • Optimising profitability through disciplined approach to operations: We will continue to focus on cost optimisation, operating efficiency and disciplined cost management to achieve sustainable growth.

Comprehensive and differentiated content ecosystem

We actively broadened our content library to offer users a comprehensive and diverse range of licensed and original music. In 2024, we maintained a steady growth of our music library in terms of the number and variety of music tracks. In addition to rounding out top-tier music, we focused on promoting music genres favoured by music lovers on our platform.

Enhancing partnerships with copyright holders

Throughout the Reporting Period, we remained dedicated to forging expansion of our collaborations with music copyright holders in a cost-effective manner.

  • Amplifying offerings in signature music genres. Music genres such as hip-hop, rock, Japanese ACG and Western music have surged in popularity on our platform. We broadened our content library in those signature genres, including a newly signed strategic partnership with Modern Sky Entertainment. We are also featuring new songs from rappers like KeyNG, VaVa, AIR, Sha Yiting (沙一汀), as well as rock band Penicillin and artist Dou Wei (窦唯). Additionally, we are pursuing copyright collaborations with Western artists, particularly in electronic music, hip-hop, folk and rock genres, including a recent agreement with Galen Grew.
  • Expansive catalogue of music labels. We continued enriching our catalogue of music labels, forming new partnerships with major domestic and international labels and artists. We were pleased to sign copyright agreements with major K-Pop labels, including JYP Entertainment and CJ Entertainment. Additionally, we established a strategic collaboration partnership with Kakao Entertainment. Moreover, we signed a copyright cooperation agreement with Li Jian (李健), authorizing the full release of his classic works including “Legend” (《传奇》) and “Baikal Lake” (《贝加尔湖畔》).
  • In-depth collaborations with our copyright partners. We worked closely with copyright holders to enhance both content distribution and commercialisation. These efforts drove remarkable digital and physical album sales on our platform.

Strengthening our leading independent artists’ ecosystem

We are committed to investing in initiatives that aid musicians in music creation, promotion and financial support to help them grow their influence and revenue. As of the end of December 2024, our platform had over 773,500 registered independent artists who contributed approximately 4.4 million music tracks. In 2024, our NetEase Musician platform celebrated its 10th anniversary. To celebrate, we launched a series of activities that showcased musicians’ 10-year journey, fostering growth, belonging and artists’ connection with fans on the platform.

  • Supporting musicians in content creation. Our diverse range of support throughout the creative process helps artists actualise their creative potential, such as our all-in-one AI music creation tool, NetEase Tianyin. We also organised co-working camps to bring together emerging music talents for collaboration. At our recent in-person camp, we hosted top overseas musicians like Marc Dold and Yuto for the first time to conduct masterclasses and offer guidance to aspiring artists.
  • Exploring and improving the exposure of musicians and their work. In 2024, our region-oriented music promotions included our renowned City Tour Guide special planning series (城市云游指南), for which we released the Northeast Special Edition, and launched a new event in Guizhou and Suzhou. Our Project Cornerstone (石头计划) released nine compilation albums featuring fresh talent from diverse regions. To foster talent in our signature music genres, we introduced the Chinese Rap Rookie Award (中文说唱新人赏), focusing on identifying rising rap talent. We released a new project “Rap Map” (说唱地图) to help users better understand Dialect rap. We also launched the “Nation” (呐•声) project, featuring a fusion of ethnic and contemporary popular music.
  • Helping musicians realise commercial value. We rolled out the latest phase of our renowned musician support project, “Project Cloud Ladder 2024” (云梯计划2024), which further bolsters financial backing for musicians by offering a more attractive financial settlement mechanism and a broader scope of incentives.

Developing and promoting differentiated in-house music

Drawing on our musical expertise, diverse user base and deep user insights, our in-house studios focused on producing high-quality music content. This approach caters to the diverse preferences of different audiences, particularly for the younger generation who is eager to discover new high-quality music. Multiple tracks developed in-house have gone viral on both our community and external platforms.

In 2024, our in-house studios successfully produced and popularised multiple hit songs. We focused on top music genres, such as hip-hop, and produced multiple popular hip-hop tracks, including “Follow” (《罗生门》), “Hai Shi Hui Xiang Ni” (《还是会想你》), “5:20 AM” (《5: 20 AM》), “Xie Tian Xie Di” (《谢天谢帝》) and “Ren Shang Ren”《( 人上人》). Our in-house version of 《Dehors》has gained significant popularity. The song combines Cantonese and French languages, creating a unique musical fusion that appeals to a wide range of audiences. Other popular new songs include “Blooming Bauhinia” (《紫荆花盛开》) and “Yu Shi” (《于是》), among others.

Diversified audio-based content offerings

Beyond music tracks, we have been actively broadening long-form audio offerings on our platform. In 2024, we achieved steady growth in long-form audio content consumption, with the average listening time per user of long-form audio on our platform having increased significantly by 35.8% year-over-year.

  • PUGC/UGC – podcast. By focusing on music-inspired content, podcasts provide an enjoyable avenue for fans to discover quality tracks and lesser-known songs. During the Reporting Period, we launched several customised podcast series interpreting different music genres, such as folk and rock.
  • PGC – audio books & radio dramas. We have been expanding our library of PGC long-form audio content in a cost-effective way by creating more popular self-produced content. We introduced Mo Yan’s latest audiobook “Not Blown Down by the Strong Wind” (《不被大风吹倒》) and launched a special project. In this project, Mo Yan addressed young users’ concerns through audio recordings, offering a unique companion experience.

Product innovation and community ecosystem

Throughout 2024, we focused on product innovation and reinvigorating our unique community experience. Since early 2024, we achieved significant results through a comprehensive upgrade to the NetEase Cloud Music App, particularly on emphasising personalised content recommendations and music centric community. Our ongoing efforts elevated the user experience, increased their resonance with our community and boosted music interaction, which led to improved user engagement, such as increased time spent on our mobile app.

Optimising users’ music discovery and listening experience

We intensified our focus on improving users’ music discovery and consumption experiences by enhancing personalised content recommendations and innovative features that elevate our premium music-inspired audio-visual offerings.

  • Music content discovery and distribution. We continuously strengthened our app’s personalised recommendations functionality, including: 1) enhancing recommendation capabilities by integrating user consumption behaviour across various apps, 2) improving the recommendation function tailored for newer users, and 3) adding new content dimensions for music recommendations, such as playlists based on masterpieces, emotions and genres. These initiatives have increased the efficiency and coverage of content
  • Enhancing the music consumption experience. We are delving into extended music consumption, and adding more audio-visual and scenario-based features. We upgraded Music Encyclopedia and introduced innovative features such as Lyric Books (歌词本), AI Singing and Lightbulb (小灯泡) for song recommendations. We released a range of new music player interfaces to enhance the audio-visual experience, such as IP-themed players and the popular Vinyl player DIY feature.

Fostering music-inspired community resonance and connections

In 2024, we focused on the emotional impact of music to strengthen our community’s music-inspired attributes. This approach improved community content consumption, interaction and creation, playing a vital role in sustaining and increasing strong user activity and stickiness.

  • Community consumption and interaction. We further enhanced the visibility of our iconic comments section in various app scenarios, by displaying popular comments on the vinyl player and introducing a new player that showcases selected comments. We also optimised interactive features around our iconic comments section. These efforts boosted emotional connections inspired by music, encouraging more user interactions.
  • Community content generation. Utilising our platform resources, we hosted community activities to encourage the creation of UGC content, like music comments and others. Additionally, we diversified our community content by exploring the integration of music-inspired graphic and text content formats.

Expanding music consumption and communication scenarios

  • Expanding collaboration with NetEase. In 2024, we expanded our collaborations with NetEase games and online education division (specifically Youdao Dictionary). For example, we introduced music-inspired social interaction features in games, enhancing the integrated music and gaming experience for users. These collaborations boosted our brand awareness and recognition among younger users.
  • IoT layouts. We continued optimising our functionality that lets users easily switch between different terminals like mobile, PC, TV and in-car scenarios, effectively addressing diverse user needs and improving user experience. These efforts help us improve overall user activity and engagement across multiple terminals and scenarios. In 2024, we further expanded in-car coverage to new brands and models such as Xiaomi, Mercedes-Benz, Harmony lntelligent Mobility Alliance, and Changan. Additionally, we formed a long-term strategic partnership with Great Wall Motors.

Conference Call

The Company’s management will host an earnings conference call at 7:00 p.m. Beijing/Hong Kong Time on Thursday, February 20, 2025 (6:00 a.m. U.S. Eastern Time on the same day). Details for the conference call are as follows:

Event Title: NetEase Cloud Music Inc. Fiscal Year 2024 Earnings Conference Call
Registration Link: https://s1.c-conf.com/diamondpass/10044909-cc7t81.html

All participants must use the link provided above to complete the online registration process in advance of the conference call. Upon registering, each participant will receive a set of dial-in numbers, an event passcode, and a personal access PIN, which will be used to join the conference call.

A replay of the call will be accessible by phone at the following numbers and entering PIN: 10044909. The replay will be available through February 27, 2025.

Chinese Mainland:

400-120-9216

Hong Kong:

800-930-639

United States:

1-855-883-1031

Additionally, a live and archived webcast of the conference call will be available on the Company’s investor relations website at http://ir.music.163.com.

About NetEase Cloud Music Inc.

Launched in 2013 by NetEase, Inc. (NASDAQ: NTES; HKEX: 9999), NetEase Cloud Music Inc. (HKEX: 9899) is a well-known online music platform featuring a vibrant content community. Dedicated to providing an elevated user experience, NetEase Cloud Music Inc. provides precise, personalised recommendations, promotes user interaction and creates a strong social community. Its focus on discovering and promoting emerging musicians has made NetEase Cloud Music Inc. a destination of choice for exploring new and independent music among music enthusiasts in China. The platform has been recognised as the most popular entertainment app among China’s vibrant Generation Z community.

Please see http://ir.music.163.com/ for more information.

Forward Looking Statements

This press release contains forward-looking statements relating to the business outlook, estimates of financial performance, forecast business plans and growth strategies of the Company. These forward-looking statements are based on information currently available to the Company and are stated herein on the basis of the outlook at the time of this press release. They are based on certain expectations, assumptions and premises, some of which are subjective or beyond our control. These forward-looking statements may prove to be incorrect and may not be realised in the future. Underlying these forward-looking statements are a lot of risks and uncertainties. In light of the risks and uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as representations by the Board or the Company that the plans and objectives will be achieved, and investors should not place undue reliance on such statements.

Non-IFRS Measure

To supplement our consolidated results, which are prepared and presented in accordance with International Financial Reporting Standards (“IFRS“), our Company uses adjusted net loss as an additional financial measure, which is not required by, or presented in accordance with, IFRS. We believe that this measure facilitates comparisons of operating performance from period to period and company to company by eliminating the potential impact of items that our management does not consider to be indicative of our Group’s operating performance, such as certain non-cash items. The use of this non-IFRS measure has limitations as an analytical tool, and shareholders and potential investors of our Company should not consider them in isolation from, as a substitute for, analysis of, or superior to, our Group’s results of operations or financial condition as reported under IFRS. In addition, this non-IFRS financial measure may be defined differently from similar terms used by other companies, and may not be comparable to other similarly titled measures used by other companies. Our presentation of this non-IFRS measure should not be construed as an implication that our future results will be unaffected by unusual or non-recurring items.

Investor Enquiries:

Angela Xu
NetEase Cloud Music Inc.
music.ir@service.netease.com

 

Largest Urban Rail Transit Project in Thailand Nears Completion

The double-track railway project between Lop Buri and Pak Nam Pho in Thailand. (Photo: Department of Rail Transport of Thailand)

The double-track railway project between Lop Buri and Pak Nam Pho in Thailand is set to launch in mid-2025. 

TrinaTracker to open manufacturing plant in Saudi Arabia, further advancing its localization strategy

JEDDAH, Saudi Arabia, Feb. 20, 2025 /PRNewswire/ — TrinaTracker, a global leader in smart solar tracking solutions and a subsidiary of Trinasolar Co. Ltd (SHA: 688599), has announced the establishment of a new manufacturing facility in Saudi Arabia, set to begin operations in Q1 2025. The facility represents a key milestone in the company’s ongoing commitment to localization and enhancing its distribution and service capabilities in the region.

The factory is part of a land-lease agreement with the Saudi Authority for Industrial Cities and Technology Zones (MODON). Located in the 3rd Industrial City in Jeddah, the facility will have an annual production capacity of 3GW, specializing in the manufacturing of TrinaTracker’s Vanguard series of solar trackers and smart control systems. This will mark TrinaTracker’s fourth manufacturing plant, joining its existing operations in China, Spain, and Brazil.

Middle East has become a key driver in the solar tracker market, its vast land mass and high irradiance providing ideal conditions for solar power plants. TrinaTracker offers a smart solar tracking solution that includes its Vanguard high reliable tracker structure, smart control systems and its professional life cycle services. Through this tailor-made solution the TrinaTracker solar tacking system is highly suitable for an environment characterized by sand, strong winds and high temperatures. In addition, with real project data collected from global projects, using TrinaTracker smart control system will produce up to 8% further energy a year for the solar plant, which will significantly increase the internal rate of return for the project owners. 

In line with Trinasolar’s broader strategy to enhance regional service, the factory will also ensure faster delivery, improved technical support, and comprehensive pre-sales and after-sales services. A dedicated service team will provide training programs and on-site support, reinforcing Trinasolar’s commitment to its partners and clients. This initiative will further strengthen TrinaTracker’s global footprint and expand its presence in the region and beyond.

Till end of Q4 2024, TrinaTracker has delivered 27GW of smart solar tracking systems world widely, and it will continue to provide better intelligent solutions and local services to customers around the world through its localization strategy.

Autohome Inc. Announces Unaudited Fourth Quarter and Full Year 2024 Financial Results

BEIJING, Feb. 20, 2025 /PRNewswire/ — Autohome Inc. (NYSE: ATHM; HKEX: 2518) (“Autohome” or the “Company”), the leading online destination for automobile consumers in China, today announced its unaudited financial results for the three months and full year ended December 31, 2024.

Fourth Quarter 2024 Highlights[1]

  • Net revenues in the fourth quarter of 2024 were RMB1,783.4 million (US$244.3 million), compared to RMB1,911.4 million in the corresponding period of 2023.
  • Net income attributable to Autohome in the fourth quarter of 2024 was RMB320.5 million (US$43.9 million), compared to RMB446.7 million in the corresponding period of 2023, while net income attributable to ordinary shareholders in the fourth quarter of 2024 was RMB304.4 million (US$41.7 million), compared to RMB432.1 million in the corresponding period of 2023.
  • Adjusted net income attributable to Autohome (Non-GAAP)[2] in the fourth quarter of 2024 was RMB486.5 million (US$66.7 million), compared to RMB502.8 million in the corresponding period of 2023.
  • Share repurchase: As of February 14, 2025, the Company had repurchased 3,289,520 American depositary shares (“ADSs”) for a total cost of approximately US$88.5 million.

Full Year 2024 Highlights[1]

  • Net revenues in 2024 were RMB7,039.6 million (US$964.4 million), compared to RMB7,184.1 million in 2023.
  • Net income attributable to Autohome in 2024 was RMB1,681.1 million (US$230.3 million), compared to RMB1,935.3 million in 2023, while net income attributable to ordinary shareholders in 2024 was RMB1,619.6 million (US$221.9 million), compared to RMB1,880.1 million in 2023.
  • Adjusted net income attributable to Autohome (Non-GAAP)[2] in 2024 was RMB2,050.0 million (US$280.9 million), compared to RMB2,159.6 million in 2023.

Mr. Song Yang, Chief Executive Officer of Autohome, stated, “Throughout the year, we focused on integrating our online-to-offline ecosystem, achieving significant milestones in user growth, content matrix enhancements, new retail business expansion, and the promotion of AI applications. According to QuestMobile, our average mobile daily active users increased by 13.6% year-over-year to 77.48 million in December 2024, underscoring the effectiveness of our content-driven approach. We are also excited about the rapid expansion of our franchised Autohome Space and satellite stores, which now exceed 150 in total — significantly broadening our offline presence and further reinforcing our service offerings.”

“In terms of technological innovation, we have seamlessly integrated AI across all aspects of our services – from content creation for consumers to operational management and decision-making analysis for clients. Looking ahead, we will deepen resource deployment across targeted regional markets, refine our business model, and enhance operational efficiency. By establishing a virtuous online to offline cycle, we are driving Autohome to new heights.”

Mr. Craig Yan Zeng, Chief Financial Officer of Autohome, added, “We concluded 2024 with several significant breakthroughs across our innovative businesses. Online marketplace and others revenues increased by 8.1% year-over-year in 2024, driving total revenues for the year to RMB7.04 billion. Our new retail business has emerged as a clear growth driver as we further refine and improve the effectiveness of our business model. Looking ahead to 2025, we will continue to strategically invest in innovative growth initiatives in order to achieve our dual objectives of business expansion and financial stability.”

Unaudited Fourth Quarter 2024 Financial Results

Net Revenues

Net revenues were RMB1,783.4 million (US$244.3 million) in the fourth quarter of 2024, compared to RMB1,911.4 million in the corresponding period of 2023.

  • Media services revenues were RMB436.8 million (US$59.8 million) in the fourth quarter of 2024, compared to RMB500.5 million in the corresponding period of 2023.
  • Leads generation services revenues were RMB758.4 million (US$103.9 million) in the fourth quarter of 2024, compared to RMB841.5 million in the corresponding period of 2023.
  • Online marketplace and others revenues were RMB588.2 million (US$80.6 million) in the fourth quarter of 2024, compared to RMB569.5 million in the corresponding period of 2023.

Cost of Revenues

Cost of revenues was RMB428.6 million (US$58.7 million) in the fourth quarter of 2024, compared to RMB367.9 million in the corresponding period of 2023, primarily attributable to an increase in operational costs. Share-based compensation expenses included in cost of revenues in the fourth quarter of 2024 were RMB2.2 million (US$0.3 million), compared to RMB1.4 million in the corresponding period of 2023.

Operating Expenses

Operating expenses were RMB1,177.0 million (US$161.2 million) in the fourth quarter of 2024, compared to RMB1,242.8 million in the corresponding period of 2023.

  • Sales and marketing expenses were RMB717.8 million (US$98.3 million) in the fourth quarter of 2024, compared to RMB730.1 million in the corresponding period of 2023. Share-based compensation expenses included in sales and marketing expenses in the fourth quarter of 2024 were RMB10.3 million (US$1.4 million), compared to RMB11.7 million in the corresponding period of 2023.
  • General and administrative expenses were RMB131.2 million (US$18.0 million) in the fourth quarter of 2024, compared to RMB156.8 million in the corresponding period of 2023. Share-based compensation expenses included in general and administrative expenses in the fourth quarter of 2024 were RMB13.6 million (US$1.9 million), compared to RMB17.6 million in the corresponding period of 2023.
  • Product development expenses were RMB328.0 million (US$44.9 million) in the fourth quarter of 2024, compared to RMB355.9 million in the corresponding period of 2023. Share-based compensation expenses included in product development expenses in the fourth quarter of 2024 were RMB15.6 million (US$2.1 million), compared to RMB18.7 million in the corresponding period of 2023.

Operating Profit

Operating profit was RMB232.4 million (US$31.8 million) in the fourth quarter of 2024, compared to RMB366.7 million in the corresponding period of 2023. 

Income Tax Expense

Income tax expense was RMB31.4 million (US$4.3 million) in the fourth quarter of 2024, compared to an income tax expense of RMB127.6 million in the corresponding period of 2023. The decrease in income tax expense was primarily attributable to a timing difference in withholding tax which was largely accrued in the fourth quarter of 2023, following the declaration of the new cash dividend policy in December 2023.

Net Income attributable to Autohome

Net income attributable to Autohome was RMB320.5 million (US$43.9 million) in the fourth quarter of 2024, compared to RMB446.7 million in the corresponding period of 2023.

Net Income attributable to Ordinary Shareholders and Earnings per Share/ADS

Net income attributable to ordinary shareholders was RMB304.4 million (US$41.7 million) in the fourth quarter of 2024, compared to RMB432.1 million in the corresponding period of 2023. Basic and diluted earnings per share (“EPS”) were RMB0.63 (US$0.09) and RMB0.62 (US$0.08), respectively, in the fourth quarter of 2024, compared to basic and diluted EPS of RMB0.89 and RMB0.89, respectively, in the corresponding period of 2023. Basic and diluted earnings per ADS were RMB2.51 (US$0.34) and RMB2.50 (US$0.34), respectively, in the fourth quarter of 2024, compared to basic and diluted earnings per ADS of RMB3.57 and RMB3.56, respectively, in the corresponding period of 2023.

Adjusted Net Income attributable to Autohome (Non-GAAP) and Non-GAAP EPS/ADS

Adjusted net income attributable to Autohome (Non-GAAP) was RMB486.5 million (US$66.7 million) in the fourth quarter of 2024, compared to RMB502.8 million in the corresponding period of 2023. Non-GAAP basic and diluted EPS were RMB1.00 (US$0.14) and RMB1.00 (US$0.14), respectively, in the fourth quarter of 2024, compared to non-GAAP basic and diluted EPS of RMB1.04 and RMB1.04, respectively, in the corresponding period of 2023. Non-GAAP basic and diluted earnings per ADS were RMB4.02 (US$0.55) and RMB3.99 (US$0.55), respectively, in the fourth quarter of 2024, compared to non-GAAP basic and diluted earnings per ADS of RMB4.15 and RMB4.14, respectively, in the corresponding period of 2023.

Unaudited Full Year 2024 Financial Results

Net Revenues

Net revenues in 2024 were RMB7,039.6 million (US$964.4 million), compared to RMB7,184.1 million in 2023.

  • Media services revenues were RMB1,523.1 million (US$208.7 million) in 2024, compared to RMB1,870.8 million in 2023.
  • Leads generation services revenues were RMB3,135.9 million (US$429.6 million) in 2024, compared to RMB3,111.8 million in 2023.
  • Online marketplace and others revenues were RMB2,380.6 million (US$326.1 million) in 2024, compared to RMB2,201.5 million in 2023.

Cost of Revenues

Cost of revenues was RMB1,483.2 million (US$203.2 million) in 2024, compared to RMB1,411.9 million in 2023, primarily attributable to an increase in operational costs. Share-based compensation expense included in cost of revenues was RMB8.1 million (US$1.1 million) in 2024, compared to RMB8.0 million in 2023.

Operating Expenses

Operating expenses were RMB4,841.4 million (US$663.3 million) in 2024, compared to RMB4,898.9 million in 2023.

  • Sales and marketing expenses were RMB2,988.2 million (US$409.4 million) in 2024, compared to RMB3,012.5 million in 2023. Share-based compensation expense included in sales and marketing expenses in 2024 was RMB48.4 million (US$6.6 million), compared to RMB49.3 million in 2023.
  • General and administrative expenses were RMB534.8 million (US$73.3 million) in 2024, compared to RMB538.0 million in 2023. Share-based compensation expense included in general and administrative expenses in 2024 was RMB51.1 million (US$7.0 million), compared to RMB51.9 million in 2023.
  • Product development expenses were RMB1,318.4 million (US$180.6 million) in 2024, compared to RMB1,348.5 million in 2023. Share-based compensation expense included in product development expenses in 2024 was RMB84.3 million (US$11.6 million), compared to RMB85.9 million in 2023.

Operating Profit

Operating profit was RMB1,003.5 million (US$137.5 million) in 2024, compared to RMB1,137.4 million in 2023.

Income Tax Expense

Income tax expense was RMB63.0 million (US$8.6 million) in 2024, compared to an income tax expense of RMB72.2 million in 2023.

Net Income attributable to Autohome

Net income attributable to Autohome was RMB1,681.1 million (US$230.3 million) in 2024, compared to RMB1,935.3 million in 2023.

Net Income attributable to Ordinary Shareholders and Earnings per Share/ADS

Net income attributable to ordinary shareholders was RMB1,619.6 million (US$221.9 million) in 2024, compared to RMB1,880.1 million in 2023. Basic and diluted EPS were RMB3.34 (US$0.46) and RMB3.33 (US$0.46), respectively, in 2024 as compared to basic and diluted EPS of RMB3.84 and RMB3.83, respectively, in 2023. Basic and diluted earnings per ADS were RMB13.36 (US$1.83) and RMB13.31 (US$1.82), respectively, in 2024 as compared to basic and diluted earnings per ADS of RMB15.35 and RMB15.31, respectively, in 2023.

Adjusted Net Income attributable to Autohome (Non-GAAP) and Non-GAAP Earnings per Share/ADS

Adjusted net income attributable to Autohome (Non-GAAP) was RMB2,050.0 million (US$280.9 million) in 2024, compared to RMB2,159.6 million in 2023. Non-GAAP basic and diluted EPS were RMB4.23 (US$0.58) and RMB4.21 (US$0.58), respectively, in 2024 as compared to non-GAAP basic and diluted EPS of RMB4.41 and RMB4.40, respectively, in 2023. Non-GAAP basic and diluted earnings per ADS were RMB16.91 (US$2.32) and RMB16.85 (US$2.31), respectively, in 2024 as compared to non-GAAP basic and diluted earnings per ADS of RMB17.63 and RMB17.58, respectively, in 2023.

Balance Sheet and Cash Flow

As of December 31, 2024, the Company had cash and cash equivalents and short-term investments of RMB23.32 billion (US$3.19 billion). Net cash provided by operating activities in the year of 2024 was RMB1,373.1 million (US$188.1 million).

Employees

The Company had 4,415 employees as of December 31, 2024, including 1,332 employees from TTP Car, Inc.

Conference Call Information

The Company will host an earnings conference call at 7:00 a.m. U.S. Eastern Time on Thursday, February 20, 2025 (8:00 p.m. Beijing Time on the same day).

Please register in advance of the conference call using the registration link provided below. Upon registering, each participant will receive a set of participant dial-in numbers and a personal PIN, which will be used to join the conference call.

Registration Link: https://register.vevent.com/register/BI255a7f8360974da5ae7ffaf90252fa85

Please use the conference access information to join the call 10 minutes before the call is scheduled to begin.

Additionally, a live and archived webcast of the conference call will be available at https://ir.autohome.com.cn and a replay of the webcast will be available following the session.

About Autohome

Autohome Inc. (NYSE: ATHM; HKEX: 2518) is the leading online destination for automobile consumers in China. Its mission is to relentlessly reduce auto industry decision-making and transaction costs driven by advanced technology. Autohome provides occupationally generated content, professionally generated content, user-generated content, and AI-generated content, a comprehensive automobile library, and extensive automobile listing information to automobile consumers, covering the entire car purchase and ownership cycle. The ability to reach a large and engaged user base of automobile consumers has made Autohome a preferred platform for automakers and dealers to conduct their advertising campaigns. Further, the Company’s dealer subscription and advertising services allow dealers to market their inventory and services through Autohome’s platform, extending the reach of their physical showrooms to potentially millions of internet users in China and generating sales leads for them. The Company offers sales leads, data analysis, and marketing services to assist automakers and dealers with improving their efficiency and facilitating transactions. Further, through its websites and mobile applications, it also provides other value-added services, including auto financing, auto insurance, used car transactions, and aftermarket services. For further information, please visit https://www.autohome.com.cn/.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar statements. Among other things, Autohome’s business outlook, Autohome’s strategic and operational plans and quotations from management in this announcement contain forward-looking statements. Autohome may also make written or oral forward-looking statements in its periodic reports to the Securities and Exchange Commission (“SEC”), in announcements made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Autohome’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Autohome’s goals and strategies; Autohome’s future business development, results of operations and financial condition; the expected growth of the online automobile advertising market in China; Autohome’s ability to attract and retain users and advertisers and further enhance its brand recognition; Autohome’s expectations regarding demand for and market acceptance of its products and services; competition in the online automobile advertising industry; relevant government policies and regulatory environment of China; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Autohome’s filings with the SEC and announcements on the website of the Hong Kong Stock Exchange. All information provided in this press release is as of the date of this press release, and Autohome does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Use of Non-GAAP Financial Measures

To supplement net income presented in accordance with U.S. GAAP, we use Adjusted Net Income attributable to Autohome, Non-GAAP basic and diluted EPS and earnings per ADS, Adjusted net margin and Adjusted EBITDA as non-GAAP financial measures. We define Adjusted Net Income attributable to Autohome as net income attributable to Autohome excluding share-based compensation expenses, amortization of intangible assets resulting from business acquisition, investment loss/(gain) relating to non-operating impact of a write-down of the initial investment in a financial product, loss/(gain) pickup of equity method investments, and non-recurring employee severance costs, with all the reconciliation items adjusted for related income tax effects. We define non-GAAP basic and diluted EPS as Adjusted Net Income attributable to Autohome divided by the basic and diluted weighted average number of ordinary shares. We define non-GAAP basic and diluted earnings per ADS as Adjusted Net Income attributable to Autohome divided by the basic and diluted weighted average number of ADSs. We define Adjusted net margin as Adjusted Net Income attributable to Autohome divided by total net revenues. We define Adjusted EBITDA as net income attributable to Autohome before income tax expense, depreciation expenses of property and equipment, amortization expenses of intangible assets and share-based compensation expenses. We present these non-GAAP financial measures because they are used by our management to evaluate our operating performance, in addition to net income prepared in accordance with U.S. GAAP. We believe these non-GAAP financial measures are important to help investors understand our operating and financial performance, compare business trends among different reporting periods on a consistent basis and assess our core operating results, as they exclude certain non-cash charges or items that are non-operating in nature. The use of the above non-GAAP financial measures has certain limitations as they excluded certain items that have been and will continue to be incurred in the future, but such items should be considered in the overall evaluation of our results. These non-GAAP financial measures should be considered in addition to financial measures prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Unaudited Reconciliation of non-GAAP and GAAP Results” set forth at the end of this press release.

For investor and media inquiries, please contact:

Autohome Inc.
Sterling Song
Investor Relations Director  
Tel: +86-10-5985-7483
E-mail: ir@autohome.com.cn 

Christensen China Limited
Suri Cheng
Tel: +86-185-0060-8364
E-mail:  suri.cheng@christensencomms.com

 

 

 

AUTOHOME INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS DATA
 (Amount in thousands, except per share / per ADS data) 

 For three months ended December 31, 

For year ended December 31,

2023

2024

2023

2024

    RMB    

RMB

US$

  RMB  

RMB

US$

Net revenues: 

Media services

500,477

436,819

59,844

1,870,819

1,523,075

208,660

Leads generation services 

841,486

758,443

103,906

3,111,805

3,135,885

429,614

Online marketplace and others

569,478

588,174

80,580

2,201,511

2,380,627

326,145

Total net revenues 

1,911,441

1,783,436

244,330

7,184,135

7,039,587

964,419

Cost of revenues

(367,888)

(428,559)

(58,712)

(1,411,881)

(1,483,220)

(203,200)

Gross profit 

1,543,553

1,354,877

185,618

5,772,254

5,556,367

761,219

Operating expenses: 

Sales and marketing expenses 

(730,094)

(717,812)

(98,340)

(3,012,479)

(2,988,169)

(409,377)

General and administrative
   expenses 

(156,797)

(131,168)

(17,970)

(537,979)

(534,809)

(73,269)

Product development expenses 

(355,924)

(327,987)

(44,934)

(1,348,472)

(1,318,443)

(180,626)

Total operating expenses

(1,242,815)

(1,176,967)

(161,244)

(4,898,930)

(4,841,421)

(663,272)

Other operating income, net

65,976

54,498

7,466

264,101

288,551

39,531

Operating profit

366,714

232,408

31,840

1,137,425

1,003,497

137,478

Interest and investment income,
net

195,813

189,062

25,901

831,006

791,905

108,491

Share of results of equity
   method investments

7,361

(77,389)

(10,602)

29,133

(109,094)

(14,946)

Income before income taxes 

569,888

344,081

47,139

1,997,564

1,686,308

231,023

Income tax expense

(127,566)

(31,375)

(4,298)

(72,155)

(62,959)

(8,625)

Net income 

442,322

312,706

42,841

1,925,409

1,623,349

222,398

Net loss attributable to
   noncontrolling interests

4,414

7,817

1,071

9,901

57,774

7,915

Net income attributable to
   Autohome

446,736

320,523

43,912

1,935,310

1,681,123

230,313

Accretion of mezzanine equity

(39,805)

(44,006)

(6,029)

(153,294)

(172,596)

(23,646)

Accretion attributable to
   noncontrolling interests

25,184

27,895

3,822

98,071

111,035

15,212

Net income attributable to
   ordinary shareholders

432,115

304,412

41,705

1,880,087

1,619,562

221,879

Earnings per share
   attributable to ordinary
   shareholders 

Basic 

0.89

0.63

0.09

3.84

3.34

0.46

Diluted 

0.89

0.62

0.08

3.83

3.33

0.46

Earnings per ADS attributable
   to ordinary shareholders
   (one ADS equals for four
   ordinary shares)

Basic 

3.57

2.51

0.34

15.35

13.36

1.83

Diluted 

3.56

2.50

0.34

15.31

13.31

1.82

Weighted average shares used to compute
   earnings per share attributable to ordinary
   shareholders:

 Basic 

484,419,222

484,428,433

484,428,433

489,952,172

484,945,912

484,945,912

 Diluted

485,701,134

487,443,601

487,443,601

491,252,460

486,552,724

486,552,724

 

 


AUTOHOME INC.

UNAUDITED RECONCILIATIONS OF NON-GAAP AND GAAP RESULTS

(Amount in thousands, except per share / per ADS data)

For three months ended December 31,

For year ended December 31,

2023

2024

2023

2024

RMB 

RMB

    US$

RMB 

RMB

US$

Net income attributable to Autohome

446,736

320,523

43,912

1,935,310

1,681,123

230,313

Plus: income tax expense

128,906

32,716

4,482

77,515

68,321

9,360

Plus: depreciation of property and
   equipment

36,886

27,019

3,702

165,820

120,830

16,554

Plus: amortization of intangible assets

9,654

9,645

1,321

40,949

38,595

5,287

EBITDA

622,182

389,903

53,417

2,219,594

1,908,869

261,514

Plus: share-based compensation
expenses

49,345

41,743

5,719

195,092

192,024

26,307

Adjusted EBITDA

671,527

431,646

59,136

2,414,686

2,100,893

287,821

Net income attributable to Autohome

446,736

320,523

43,912

1,935,310

1,681,123

230,313

Plus: amortization of intangible assets
   resulting from business acquisition

9,583

9,583

1,313

40,610

38,332

5,251

Plus: share-based compensation
   expenses

49,345

41,743

5,719

195,092

192,024

26,307

Plus: investment loss arising from one of
   financial products[3]

5,813

23,252

620

85

Plus: (Gain)/loss on equity method
   investments, net

(7,361)

77,389

10,602

(29,133)

109,094

14,946

Plus: Non-recurring employee severance
   costs[4]

60,847

8,336

60,847

8,336

Plus: tax effects of the adjustments

(1,329)

(23,565)

(3,228)

(5,581)

(31,992)

(4,383)

Adjusted net income attributable to
   Autohome

502,787

486,520

66,654

2,159,550

2,050,048

280,855

Net income attributable to Autohome

446,736

320,523

43,912

1,935,310

1,681,123

230,313

Net margin

23.4 %

18.0 %

18.0 %

26.9 %

23.9 %

23.9 %

Adjusted net income attributable to
   Autohome

502,787

486,520

66,654

2,159,550

2,050,048

280,855

Adjusted net margin

26.3 %

27.3 %

27.3 %

30.1 %

29.1 %

29.1 %

Non-GAAP earnings per share

Basic

1.04

1.00

0.14

4.41

4.23

0.58

Diluted

1.04

1.00

0.14

4.40

4.21

0.58

Non-GAAP earnings per ADS (one
ADS equals for four ordinary shares)

Basic

4.15

4.02

0.55

17.63

16.91

2.32

Diluted

4.14

3.99

0.55

17.58

16.85

2.31

Weighted average shares used to
   compute non-GAAP earnings per
   share:

Basic

484,419,222

484,428,433

484,428,433

489,952,172

484,945,912

484,945,912

Diluted

485,701,134

487,443,601

487,443,601

491,252,460

486,552,724

486,552,724

 

 

AUTOHOME INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(Amount in thousands, except as noted)

 

As of

December 31,

As of December 31,

2023

2024

RMB

RMB

US$

ASSETS

Current assets

Cash and cash equivalents

4,996,353

1,693,597

232,022

Restricted cash

126,794

88,515

12,127

Short-term investments

18,552,354

21,621,992

2,962,201

Accounts receivable, net

1,472,489

1,358,849

186,162

Amounts due from related parties, current

16,439

63,957

8,762

Prepaid expenses and other current assets

360,559

336,941

46,161

Total current assets

25,524,988

25,163,851

3,447,435

Non-current assets

Restricted cash, non-current

5,000

5,000

685

Property and equipment, net

200,860

204,049

27,955

Goodwill and intangible assets, net

4,143,968

4,069,637

557,538

Long-term investments

448,341

339,247

46,477

Deferred tax assets

295,598

308,246

42,230

Amounts due from related parties, non-current

16,048

3,521

482

Other non-current assets

200,928

128,074

17,546

Total non-current assets

5,310,743

5,057,774

692,913

Total assets

30,835,731

30,221,625

4,140,348

LIABILITIES AND EQUITY

Current liabilities

Accrued expenses and other payables

2,932,227

2,931,869

401,667

Advance from customers

105,379

106,276

14,560

Deferred revenue

801,581

276,894

37,934

Income tax payable

227,260

185,976

25,479

Amounts due to related parties

24,572

38,250

5,240

Dividends payable

984,332

990,529

135,702

Total current liabilities

5,075,351

4,529,794

620,582

Non-current liabilities

Other liabilities

89,187

23,103

3,165

Deferred tax liabilities

497,955

468,078

64,126

Total non-current liabilities

587,142

491,181

67,291

Total liabilities

5,662,493

5,020,975

687,873

MEZZANINE EQUITY

Convertible redeemable noncontrolling interests

1,758,933

1,931,529

264,618

EQUITY

Total Autohome shareholders’ equity

23,928,187

23,951,737

3,281,375

Noncontrolling interests

(513,882)

(682,616)

(93,518)

Total equity

23,414,305

23,269,121

3,187,857

Total liabilities, mezzanine equity and equity

30,835,731

30,221,625

4,140,348

 

[1] The reporting currency of the Company is Renminbi (“RMB”). For readers’ convenience, certain amounts throughout the release are presented in US dollars (“US$”). Unless otherwise noted, all conversions from RMB to US$ are translated at the noon buying rate of US$1.00 to RMB7.2993 on December 31, 2024 in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

[2] For more information on this and other non-GAAP financial measures, please see the section captioned “Use of Non-GAAP Financial Measures” and the tables captioned “Unaudited Reconciliations of Non-GAAP and GAAP Results” set forth at the end of this release.

[3] It represents the loss of an investment with fair value below its initial investment, which was recognized at “interest and investment income, net”. The impact was considered to be not directly related to the Company’s operating activities.

[4] It represents the non-recurring employee severance costs associated with the optimization to the Company’s organizational structure in the fourth quarter of 2024.

 

Laos, Canada Strengthen Partnership Toward Canada-ASEAN Free Trade Agreement

Laos, Canada Strengthen Partnership Toward Canada-ASEAN Free Trade Agreement
(photo supplied)

On 18 February, the Embassy of Canada to Laos hosted a workshop in Vientiane Capital on emerging issues in the Canada-ASEAN Free Trade Agreement (ACAFTA).

Hong Kong Pharma Digital Technology Holdings Limited Partners with Leading Chinese E-commerce Platform to Enhance Cross-Border Logistics Services

NEW YORK, Feb. 20, 2025 /PRNewswire/ — Hong Kong Pharma Digital Technology Holdings Limited has recently signed a cooperation agreement with a leading technology-driven e-commerce platform serving hundreds of millions of consumers. This partnership aims to revolutionize cross-border logistics services and enhance the overall customer experience.

Hong Kong Pharma Digital Technology Holdings Limited Partners with Leading Chinese E-commerce Platform to Enhance Cross-Border Logistics Services
Hong Kong Pharma Digital Technology Holdings Limited Partners with Leading Chinese E-commerce Platform to Enhance Cross-Border Logistics Services

Hong Kong Pharma Digital Technology’s offerings consist of two main categories: (i) OTC pharmaceutical cross-border e-commerce supply chain services, primarily conducted through its Hong Kong subsidiary, Joint Cross Border, and (ii) OTC pharmaceutical cross-border procurement and distribution, mainly facilitated through its Hong Kong subsidiary, V-Alliance. Through its engagement with OTC pharmaceutical suppliers, logistics companies, and merchants operating on Chinese e-commerce platforms, Joint Cross Border provides a convenient one-stop solution for Mainland Chinese customers seeking access to OTC pharmaceutical products outside Mainland China.

The newly established cooperation will enable Hong Kong Pharma to provide comprehensive logistics solutions, including streamlined product inbound processes, efficient order fulfillment, and robust warehouse management services. By leveraging advanced technology and operational expertise, the company aims to improve service efficiency and reliability for its e-commerce partners.

A representative from Hong Kong Pharma stated, “This collaboration is pivotal in meeting the growing demands of the e-commerce market. Together, we will deliver high-quality logistics solutions that resonate with our customers’ needs.” The agreement outlines a commitment to a direct mail service model, ensuring swift delivery and enhanced customer satisfaction. Both parties will regularly assess service quality to adapt to market changes and consumer expectations.

This partnership not only strengthens Hong Kong Pharma’s position in the logistics sector but also underscores its commitment to providing innovative solutions that facilitate seamless cross-border commerce. As both companies work together, they anticipate paving the way for new business opportunities and enhanced service offerings.

As of this week, Hong Kong Pharma Digital Technology Holdings Limited (Stock Code(HKPD) closed at HKD 2.01, reflecting an 8.65% increase over the previous week. The stock has shown positive performance amid market optimism surrounding its recent strategic partnership with a leading Chinese e-commerce platform. Analysts have noted increased investor interest in the company’s innovative approach to cross-border logistics and its potential to capitalize on the growing e-commerce sector. With the announcement of this collaboration, Hong Kong Pharma Digital Technology continues to demonstrate its commitment to expanding its market presence and delivering value to shareholders. Investors are advised to monitor upcoming developments as the company leverages this partnership to drive long-term growth.

Notice of the Annual General Meeting of shareholders 2025 of Telefonaktiebolaget LM Ericsson

STOCKHOLM, Feb. 20, 2025 /PRNewswire/ — The shareholders of Telefonaktiebolaget LM Ericsson (reg. no 556016-0680) (the “Company” or “Ericsson“) are invited to participate in the Annual General Meeting of shareholders (“AGM“) to be held on Tuesday, March 25, 2025 at 1 p.m. CET at the Company’s premises: Open Box, Grönlandsgatan 8, Kista/Stockholm. Registration for the AGM starts at 12 p.m. CET. Shareholders may also exercise their voting rights by post before the AGM.

The AGM will be conducted in Swedish and simultaneously translated into English.

Registration and notice of participation

A) Participation at the meeting venue

Shareholders who wish to attend the meeting venue in person or by proxy must:

  • be recorded as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB, as of Monday, March 17, 2025; and
  • give notice of participation to the Company no later than Wednesday, March 19, 2025
    • by telephone +46 (0)8 402 90 54 on weekdays between 10 a.m. and 4 p.m. CET;
    • by post to Telefonaktiebolaget LM Ericsson, AGM, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden;
    • by e-mail to GeneralMeetingService@euroclear.com; or
    • via Ericsson’s website www.ericsson.com.

When giving notice of participation, please include name, date of birth or registration number, address, telephone number and number of participating assistants, if any.

Proxy
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the representative. A power of attorney issued by a legal entity must be accompanied by the entity’s certificate of registration (or a corresponding document of authority). In order to facilitate registration at the AGM, the power of attorney, certificate of registration and other documents of authority should be sent to the Company at the address above, in connection with the notice of participation. Forms of power of attorney in Swedish and English are available on Ericsson’s website, www.ericsson.com.

B) Participation by postal voting

Shareholders who wish to participate in the AGM by postal voting must:

  • be recorded as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB, as of Monday, March 17, 2025; and
  • give notice of participation by casting its postal vote in accordance with the instructions below, so that the postal voting form is received by Euroclear Sweden AB no later than Wednesday, March 19, 2025.

A special form must be used for postal voting. The form is available on Ericsson’s website www.ericsson.com. The completed and signed postal voting form may be sent by post to Telefonaktiebolaget LM Ericsson, AGM, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by e-mail to GeneralMeetingService@euroclear.com. Shareholders may also submit their postal votes electronically by verification with BankID via Ericsson’s website, www.ericsson.com. The completed form must be received by the Company/Euroclear Sweden AB no later than Wednesday, March 19, 2025.

The shareholder may not provide special instructions or conditions in the postal voting form. If such instructions or conditions are included, the postal vote (in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. If the shareholder is a legal entity, the entity’s certificate of registration (or a corresponding document of authority) must be attached to the form. Forms of power of attorney in Swedish and English are available on Ericsson’s website, www.ericsson.com.

A shareholder who has voted by post may also attend the meeting venue, provided that the notification has been made in accordance with the instructions under the heading Registration and notice of participation – A) Participating at the meeting venue above.

Shares registered in the name of a nominee

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register of the Company as of Monday, March 17, 2025. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s procedures, at such a time in advance as required by the nominee.

Voting rights registrations that have been made by the nominee on or before Wednesday, March 19, 2025 will be considered in the presentation of the share register.

Processing of personal data

For information regarding the processing of personal data in connection with the AGM, please see the privacy policy on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

If you have questions regarding Ericsson’s processing of your personal data, you can contact the Company by emailing ericsson.group.privacy@ericsson.com. Ericsson has company registration number 556016-0680 and the Board’s registered office is in Stockholm.

Proposed agenda

  1. Election of the Chair of the AGM
  2. Preparation and approval of the voting list
  3. Approval of the agenda of the AGM
  4. Determination whether the AGM has been properly convened
  5. Election of two persons approving the minutes of the AGM
  6. Presentation of the annual report, the auditor’s report, the consolidated accounts, the auditor’s report on the consolidated accounts, the remuneration report and the auditor’s report on 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 2024
  7. The President’s and CEO’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 adoption of the remuneration report;
    8.3 discharge of liability for the members of the Board of Directors and the President for 2024; and
    8.4 the appropriation of the results in accordance with the approved balance sheet and determination of the record dates for dividend.
  9. Determination of the number of Board members and deputies of the Board of Directors to be elected by the AGM
  10. Determination of the fees payable to members of the Board of Directors elected by the AGM and members of the Committees of the Board of Directors elected by the AGM
  11. Election of Board members and deputies of the Board of Directors
    The Nomination Committee’s proposal for Board members:
    1. Jon Fredrik Baksaas (re-election)
    2. Jan Carlson (re-election)
    3. Börje Ekholm (re-election)
    4. Eric A. Elzvik (re-election)
    5. Kristin S. Rinne (re-election)
    6. Jonas Synnergren (re-election)
    7. Jacob Wallenberg (re-election)
    8. Christy Wyatt (re-election)
    9. Karl Åberg (re-election)
    10. Christian Cederholm (new election)
    11. Marachel Knight (new election)
    12. Election of the Chair of the Board of Directors
    13. Determination of the number of auditors
    14. Determination of the fees payable to the auditors
    15. Election of auditors
    16. Long-Term Variable Compensation Program 2025 (LTV 2025)
      1. Resolution on implementation of the LTV 2025
      2. Resolution on transfer of treasury stock to employees and on an exchange, directed share issue and acquisition offer for the LTV 2025
      3. Resolution on Equity Swap Agreement with third party in relation to the LTV 2025
    17. Resolution on an addition to the terms of the Long-Term Variable Compensation Programs LTV I 2023, LTV II 2023 and LTV 2024
    18. Resolution on transfer of treasury stock to employees and on an exchange, directed share issue and acquisition offer in relation to the earlier resolution on the Long-Term Variable Compensation Program 2024 (LTV 2024)
    19. Transfer of treasury stock in relation to the resolutions on the ongoing Long-Term Variable Compensation Programs LTV 2022, LTV I 2023 and LTV II 2023
      1. Resolution on transfer of treasury stock on an exchange to cover expenses
      2. Resolution on transfer of treasury stock on an exchange to cover costs for tax and social security liabilities for the Participants
    20. Resolution on proposal from an (employee) shareholder that the AGM resolve that Ericsson implement a policy ensuring that executive bonuses are disbursed only after all employees have received cost-of-living and performance-based salary increases each year
    21. Closing of the AGM

Item 1 Chair of the AGM

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

Item 2 Preparation and approval of the voting list

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the AGM’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue and postal votes received.

Item 8.4 Dividend and record dates

The Board of Directors proposes a dividend to the shareholders of SEK 2.85 per share. The dividend is proposed to be paid in two installments, SEK 1.43 per share with the record date March 27, 2025, and SEK 1.42 per share with the record date September 29, 2025. Assuming these dates will be the record dates, Euroclear Sweden AB is expected to disburse SEK 1.43 per share on April 1, 2025, and SEK 1.42 per share on October 2, 2025.

Item 9 Number of Board members and deputies to be elected by the AGM

According to the articles of association, the Board of Directors shall consist of no less than five and no more than twelve Board members, with no more than six deputies. The Nomination Committee proposes that the number of Board members elected by the AGM shall be eleven and that no deputies be elected.

Item 10 Fees payable to members of the Board of Directors elected by the AGM and to members of the Committees of the Board of Directors elected by the AGM

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

  • SEK 5,000,000 to the Chair of the Board of Directors (previously SEK 4,640,000);
  • SEK 1,300,000 to each of the other Board members (previously SEK 1,175,000);
  • SEK 560,000 to the Chair of the Audit and Compliance Committee (previously SEK 540,000);
  • SEK 320,000 to each of the other members of the Audit and Compliance Committee (previously SEK 310,000);
  • SEK 235,000 to the Chair of the Enterprise Business and Technology Committee (previously SEK 230,000);
  • SEK 205,000 to each of the other members of the Enterprise Business and Technology Committee (previously SEK 200,000);
  • SEK 225,000 to each Chair of the Finance and the Remuneration Committee (previously SEK 220,000); and
  • SEK 200,000 to each of the other members of the Finance and the Remuneration Committee (previously SEK 195,000).

The Nomination Committee has considered the Board fees with the objective of ensuring that they allow for the recruitment and retention of high quality individuals while also being appropriate in comparison to other technology companies operating globally and with similar size and complexity. As such, the Nomination Committee has concluded that an increase of the fees to all members of the Board and Board Committees, including their Chairs, in accordance with the above is reasonable, well-justified and in the best interests of the Company. The proposal of the Nomination Committee provides for an increase of the fees of approximately 8.48%[1] compared with the total fees to the corresponding number of Board and Committee members for Board and Committee work resolved by the AGM 2024.

In addition to the fees described above, the Nomination Committee proposes that additional compensation be paid to non-employee Board members elected by the AGM for each physical Board meeting attended in Sweden as follows:

Residence of Board member

Compensation per meeting

Nordic Countries

None

Europe (non-Nordic)

 EUR 2,000

Outside of Europe

 USD 5,000

Fees in the form of synthetic shares

Background
The Nomination Committee believes that it is appropriate that Board members elected by the shareholders hold shares in Ericsson, in order to strengthen the Board members’ and the shareholders’ mutual interests in the Company. The Nomination Committee recommends that Board members elected by the shareholders, over a five-year period, build a holding of shares or synthetic shares in Ericsson equal to at least the value of 1.5 times the annual fee (previously one annual fee) (excluding fees for Committee work), and that such holding be kept during the time the Board member remain Board member in Ericsson. This increased shareholding recommendation is being made together with, and in light of, the proposed fee increases.

To enable 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 option of receiving part of the Board fees in the form of synthetic shares. A synthetic share constitutes a right to receive payment of an amount which corresponds to the market value of a share of series B in the Company on Nasdaq Stockholm at the time of payment.

Proposal
The Nomination Committee therefore proposes that the AGM 2025 resolve that part of the fees to the Directors, in respect of their Board assignment (however, not in respect of Committee work), may be paid in the form of synthetic shares, on the following terms and conditions.

  • A nominated Director shall be able to choose to receive the fee in respect of his or her Board assignment, according to the following four alternatives:
    • (i) 25 percent in cash – 75 percent in synthetic shares
    • (ii) 50 percent in cash – 50 percent in synthetic shares
    • (iii) 75 percent in cash – 25 percent in synthetic shares
    • (iv) 100 percent in cash.
  • The number of synthetic shares to be allocated shall be valued at the average of the market price of shares of series B in the Company on Nasdaq Stockholm during a period of five trading days immediately following the publication of Ericsson’s interim report for the first quarter of 2025. The synthetic shares are vested during the term of office, with 25 percent per quarter of the year.
  • The synthetic shares give a right to, following the publication of Ericsson’s year-end financial statement in 2030, receive payment of a cash amount per synthetic share corresponding to the market price of shares of series B in the Company in close connection with the time of payment.
  • An amount corresponding to the dividend in respect of shares of series B in the Company, resolved by the AGM during the holding period, shall be disbursed at the same time as the cash amount.
  • Should the Director’s assignment to the Board of Directors come to an end no later than during the third calendar year after the year in which the AGM resolved on allocation of the synthetic shares, payment may take place in the year after the assignment came to an end.
  • The number of synthetic shares may be subject to recalculation in the event of bonus issues, splits, rights issues and similar measures, under the terms and conditions for the synthetic shares.

The complete terms and conditions for the synthetic shares are described in Exhibit 1 to the Nomination Committee’s proposal.

The financial difference for the Company, should all Directors receive part of their fees in the form of synthetic shares compared with the fees being paid in cash only, is assessed to be limited.

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

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

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

The Nomination Committee proposes that the following two persons be elected as new members of the Board:

11.10 Christian Cederholm; and
11.11 Marachel Knight.

Considerations

The Nomination Committee primarily searches for potential Board member candidates for the upcoming mandate period, but also considers longer term future competence needs. It is a long journey to identify the right candidates and long-term planning is essential. In assessing the appropriate composition of the Board of Directors, the Nomination Committee seeks to identify the most qualified candidates and considers, among other things, experience and competence needed on the Board and its Committees, and the value of diversity in age, representation of men and women and cultural/geographic background in compliance with applicable anti-discrimination laws, as well as the need for periodic renewal. The Nomination Committee believes that selecting the most qualified candidates and maintaining diversity on the Board will support Ericsson’s sustainable development and therefore continually focuses on identifying Board member candidates with different backgrounds. While acknowledging increased expectations on transparency relating to diversity on the Board, applicable privacy regulations prevent Ericsson and the Nomination Committee from processing certain sensitive personal data about its Board members, such as information relating to demographic background. The Nomination Committee has applied the Swedish Corporate Governance Code, Section 4.1, as diversity policy. Focusing on improving the balance of men and women Board members over time of the Board, the Nomination Committee particularly works to identify the most qualified women candidates matching the current and future needs of the Board. The Nomination Committee also assesses the appropriateness of the number of Board members and whether the Board members can devote the necessary time required to fulfill their tasks as Board members in Ericsson.

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 Committee has familiarized itself with the results of the Board work evaluation that was led by the Chair of the Board of Directors. The Nomination Committee’s objective is to propose and support the election of a Board that is comprised of individuals of the highest competency and integrity, while also holistically comprising a strong mix of needed skills and experience to effectively oversee and lead Ericsson.

The Nomination Committee is of the opinion that the current Board of Directors and Board work is well functioning. Further, it is the Nomination Committee’s view that the Board fulfills expectations in terms of composition and that the Board of Directors as well as the individual Board members fulfill expectations in terms of expertise. Competencies and experiences represented on the Board include broad international industry experience, experience from the telecom, IT and ICT sectors, technological and technical competencies and experiences (e.g. related to software and digitalization), financial expertise and experience from private equity, M&A and new business. The Nomination Committee further believes that competencies and experiences within the ESG areas (areas within environmental, social and corporate governance) considered most relevant for Ericsson and the sector in which the Company operates are well represented on the Board, including for example related to the technologies the Company develops and delivers as well as relating to ethics and compliance. While the Board is well functioning and has a strong composition, the Nomination Committee believes that the Board would benefit from additional financial and governance expertise as well as experience and expertise from the US telecom industry.

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

The Nomination Committee proposes re-election of all current Board members Jon Fredrik Baksaas, Jan Carlson, Börje Ekholm, Eric A. Elzvik, Kristin S. Rinne, Jonas Synnergren, Jacob Wallenberg, Christy Wyatt and Karl Åberg, and new election of Christian Cederholm and Marachel Knight as members of the Board. Christian Cederholm is currently President and CEO of Investor, and member of the Board in Investor, Mölnlycke and Patricia Industries. Previously, Mr. Cederholm was Head of Patricia Industries and Investment Manager at Investor. He has extensive experience and strategic competence from an investor and owner perspective. Marachel Knight is currently a member of the Board of Marvell Technology and she is a member of the Defense Business Board at the US Department of Defense. She was formerly Senior Vice President of Strategic Program Realization at AT&T. Ms. Knight has extensive industrial experience within the telecom industry and a deep understanding of the US market.

It is the Nomination Committee’s assessment that each of the proposed Board members, with their respective experiences, adds valuable expertise and experience to the Board. Further it is the Nomination Committee’s assessment that Mr. Cederholm’s experience and strategic competence from an investor and owner perspective, and Ms. Knight’s strong technology and operations expertise, will be of additional value to Ericsson and will further strengthen the Board.

Out of the proposed Board members to be elected by the AGM (excluding the President and CEO) 30% are women. The question on the balance of men and women Board members is an important question to the Nomination Committee and it is the Committee’s ambition to improve such balance on the Board of Directors over time.

Information regarding proposed Board members
Information regarding the proposed Board members is presented in Exhibit 2 to the Nomination Committee’s proposal.

Independence of Board members

The Nomination Committee has made the following assessments in terms of applicable Swedish independence requirements and US NASDAQ independence requirements:

(i) The Nomination Committee considers that the following Board members are independent of the Company and its senior management:

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

(ii) From among the Board members reported in (i) above, the Nomination Committee considers that the following are independent of the Company’s major shareholders:

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

Moreover, the Nomination Committee considers that the following Board members are independent in respect of all applicable independence requirements:

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

The Nomination Committee concludes that the proposed composition of the Board of Directors meets the independence requirements applicable to Ericsson.

Item 12 Election of the Chair of the Board of Directors

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

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, as in previous years, that the auditor fees be paid against approved account.

Item 15 Election of auditor

In accordance with the recommendation by the Audit and Compliance Committee, the Nomination Committee proposes that Deloitte AB be appointed auditor for the period from the end of the AGM 2025 until the end of the AGM 2026 (re-election).

Item 16 Implementation of LTV 2025 including transfer of treasury stock, directed share issue and authorization for the Board of Directors to decide on an acquisition offer of shares of series C

Background

The Remuneration Committee and the Board of Directors evaluate the long-term variable compensation (“LTV“) programs to the Executive Team (“ET“) and for employees classified as executives (“Executives“) on an ongoing basis. The evaluation considers the LTV programs for effectiveness in serving their purpose to support achieving the Ericsson Group’s strategic business objectives and sustainable long-term interests as well as their facility to increase the long-term focus of the members of the ET and the Executives and align their interests with the long-term expectations and the interests of the shareholders.

In response to investor feedback, and following evaluation by the Remuneration Committee and the Board of Directors of the ongoing LTV programs (LTV 2022, LTV I 2023, LTV II 2023 and LTV 2024), for the ET and the Executives, changes in certain of the LTV performance metrics are proposed for the LTV 2025. The main purposes of the proposed changes to LTV 2025 are to further amplify the long-term focus of the ET and the Executives to ensure alignment with the long-term interests of shareholders, and to strengthen Ericsson’s commitment to long-term sustainability and responsible business practices. The proposed changes also increase the quality and relevance of the plan by establishing a broad comparison group with higher geographical consistency for Relative Total Shareholder Return performance criteria. The ongoing LTV programs have enabled the Company to attract, retain and motivate senior leaders and offer them globally competitive remuneration, and remain committed to create increased shareholder value.

LTV 2025 is an integral part of the Company’s remuneration strategy, and the Board of Directors in particular expects the members of the ET and the Executives to build significant equity holdings to align the interests and expectations of the LTV program participants with those of shareholders.

Proposals
16.1 Implementation of the LTV 2025

The Board of Directors proposes that the AGM 2025 resolve on the LTV 2025 for the ET and the Executives comprising a maximum of 12.7 million shares of series B in the Company as set out below.

Objectives of the LTV program
The LTV program is designed to provide long-term incentives for the ET and the Executives (“Participants“), thereby creating long-term value for the shareholders. The aim is to attract, retain and motivate senior leaders in a competitive market through performance-based share related incentives, to encourage the build-up of significant equity holdings to align the interests of the Participants with those of shareholders and to further strengthen the ET’s and the Executives’ commitment to long-term sustainability and responsible business.

The LTV Program in brief
The LTV Program is proposed to include all members (current and future) of the ET and the Executives, currently comprising approximately 200 employees, including the President and CEO. Awards under LTV 2025 (“Performance Share Awards“) will be granted free of charge entitling the Participant, provided that, among other things, certain performance criteria as set out below are met, to receive a number of shares at no consideration, following expiration of a three-year vesting period (“Vesting Period“). Allotment of shares pursuant to Performance Share Awards will be subject to the achievement of performance criteria, as set out below, and will generally require that the Participant retains his or her employment over the Vesting Period. All major decisions relating to LTV 2025 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 AGM 2025. For 2025, the value of the underlying shares in respect of the Performance Share Awards made to the President and CEO will not exceed 150% of the Annual Base Salary at the time of grant, and for other Participants, the value will not exceed 100% of the Participants’ respective Annual Base Salary at the time of grant, unless the Participant is employed in the USA where the value will not exceed 200% of Participants’ Annual Base Salary.

The share price used to calculate the number of shares to which the Performance Share Awards entitle will be the volume-weighted average of the market price of shares of series B in Ericsson on Nasdaq Stockholm during the five trading days immediately following the publication of the Company’s interim report for the fourth quarter 2024.

Performance criteria
The vesting of the Performance Share Awards will be subject to the average satisfaction of a performance criterion related to Group EBITA (earnings (loss) before interest, taxes, amortizations and excluding write-downs of acquired intangible assets and restructuring charges[2]) for the financial years 2025, 2026 and 2027, along with performance criteria related to three-year total shareholder return (“TSR[3]) and Group Environmental Social Governance (“ESG“), which will determine what portion (if any) of the Performance Share Awards will vest at the end of the Vesting Period.

The three-year average Group EBITA performance criterion relates to 45% of the Performance Share Awards and the maximum vesting level is 200%.

The performance criteria based on TSR are absolute TSR development and relative TSR development for the Ericsson series B share over the period January 1, 2025December 31, 2027 (“Performance Period[4]). The absolute and relative TSR performance criteria relate to 25% and 20%, respectively, of the Performance Share Awards and the maximum vesting level for both TSR performance criteria is 200%.

The Group ESG performance criterion measured over the Performance Period will relate to 10% of the Performance Share Awards, and the maximum vesting level is 200%.

The following conditions will apply to the performance criteria:

  • Group EBITA performance criterion

45% of the Performance Share Awards granted to a Participant will be subject to fulfilment of a Group EBITA performance criterion for the 2025, 2026 and 2027 financial years, calculated as the average of the achievement of the three annual EBITA targets. The Group EBITA performance criterion is established by the Board of Directors and will stipulate a minimum level and a maximum level for each of the financial years 2025, 2026 and 2027. The Group EBITA targets are established annually and not disclosed due to stock market and competition considerations. Target achievement for each financial year will be determined by the Board of Directors when the audited result for each of the financial years is available.

If the maximum performance level for the relevant financial year is reached or exceeded, target achievement for that financial year will be determined at 200%. If performance for the relevant financial year amounts to or is below the minimum level, target achievement for that financial year will be determined at 0%. If performance for the relevant financial year is below the maximum level but exceeds the minimum level, target achievement for that financial year will be determined on a linear pro-rata basis. When audited results for all three financial years are available, the average target achievement will be calculated by adding the target achievement for each year and dividing the sum by three. The vesting level of Performance Share Awards related to Group EBITA performance criterion will equal the average target achievement and be determined by the Board of Directors. The allotment of the shares will not occur until the end of the Vesting Period in 2028.

  • TSR performance criteria

Absolute TSR performance criterion
25% of the Performance Share Awards granted to a Participant will be subject to fulfillment of an absolute TSR performance criterion over the Performance Period. If the absolute TSR development reaches or exceeds 14% per annum compounded, maximum vesting of 200% of the Performance Share Awards related to absolute TSR performance criterion will 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 Awards related to the absolute TSR performance criterion. A linear pro-rata vesting from 0% to 200% of the Performance Share Awards related to absolute TSR performance criterion will apply if the Company’s absolute TSR performance is between 6% and 14% per annum compounded. The allotment of the shares will not occur until the end of the Vesting Period in 2028.

Relative TSR performance criterion
20% of the Performance Share Awards granted to a Participant will be subject to fulfilment of a relative TSR performance criterion over the Performance Period, compared to a European stock index. The vesting of the relative TSR related Performance Share Awards varies depending on the Company’s TSR performance compared to performance of STOXX EUROPE 600 Index (the “Index“). If the Company’s TSR performance is below performance of the Index, no vesting will occur in respect of the Performance Share Awards related to relative TSR performance criterion. Threshold vesting starts when the Company’s TSR performance is equal to the Index and is set at 85%. Maximum vesting of 200% is set at 22.5043% overperformance compared to the Index over the Performance Period (equal to 7% annual compound overperformance). A linear pro-rata vesting from 85% to 200% will apply between threshold and maximum vesting. The allotment of the shares will not occur until the end of the Vesting Period in 2028.

  • Group ESG performance criterion

10% of the Performance Share Awards granted to a Participant will be subject to fulfilment of a Group ESG performance criterion comprised of two equally weighted subcomponents covering environmental and social aspects of ESG measured over the Performance Period. The allotment of the shares will not occur until the end of the Vesting Period in 2028.

Reduction of greenhouse gas emissions
5% of the Performance Share Awards granted to a Participant will be subject to fulfillment of a performance criterion of reducing greenhouse gas (“GHG“) emissions[5] from service fleet vehicles, energy consumption at facilities and from business travel[6] for the 2025, 2026 and 2027 financial years[7]. The fulfillment of the performance criterion is calculated as the average of the achievement of the three annual GHG emissions targets.

The GHG emissions target levels will be defined annually in alignment with the emissions reduction trajectory set for achieving Net Zero emissions from the Ericsson Group’s own activities by 2030.

For 2025, the GHG emissions target level is 98 ktonne CO2e. If the GHG emissions in the Ericsson Group amount to 84 ktonne CO2e or less by year-end 2025, the achievement level for 2025 will be set to 200%. If the GHG emissions in the Ericsson Group amount to 112 ktonne CO2e or more by year-end 2025, the achievement level for 2025 will be set to 0%. If the GHG emissions in the Ericsson Group by year-end 2025 exceed 84 ktonne CO2e but are below 112 ktonne CO2e, the achievement level for that financial year will be determined on a linear pro-rata basis.

The 2026 and 2027 targets of reducing GHG emissions shall be established annually by the Board of Directors according to the same principles as for 2025 and will stipulate a target level, a minimum level, and a maximum level. Reducing GHG emissions is highly dependent on business strategy and on operational model. Management decisions on e.g., divestiture, acquisitions, facilities, or outsourcing can have short-term major impact on the Ericsson Group’s GHG emissions. A multiannual target based on three-year average will allow the Board of Directors to more accurately account for dynamics impacting Ericsson’s ability to reduce GHG emissions. In addition, the emissions reduction trajectory towards achieving Net Zero emissions from the Ericsson Group’s own activities by 2030 will necessarily shift depending on progress in the constituent years, making it difficult to set meaningful targets for a multi-year period. In light of previous major and rapid achievements in GHG emissions reduction, the Board’s view is that determining a three-year GHG emissions reduction target at the start of a three-year period may, in the context of increasingly rapid development in the area, produce unfavorable outcomes in the form of either excessive remuneration or poor retention, misaligned with the objective of the Company’s guidelines for remuneration to group management. The Board of Directors therefore proposes that the 2026 and 2027 targets of reducing GHG emissions shall be established annually by the Board of Directors according to the same principles as for the financial year 2025. The achievement level for each financial year will be determined by the Board of Directors when the audited result for each of the financial years is available.

The average achievement level will be calculated by adding the achievement level for each year and dividing the sum by three. The vesting level of Performance Share Awards related to the 2025, 2026 and 2027 GHG emissions performance criterion will equal the average achievement level and be determined by the Board of Directors. The allotment of the shares will not occur until the end of the Vesting Period in 2028.

Increasing the representation of women leaders in Ericsson
5% of the Performance Share Awards granted to a Participant will be subject to fulfilment of a subcomponent of increasing the representation of women leaders (i.e., women holding roles with people management responsibility) in the Ericsson Group to 27% by the end of the Performance Period, which is in line with achieving the target trajectory for increasing the representation of women leaders in the Ericsson Group to 30% by 2030.

If the representation of women leaders in the Ericsson Group amounts to 28% or above by the end of the Performance Period, the maximum vesting of 200% of the Performance Share Awards related to this subcomponent will occur. If the representation of women leaders in the Ericsson Group amounts to 26% or below by the end of the Performance Period, no vesting will occur in respect of the Performance Share Awards related to this subcomponent. A linear pro-rata vesting from 0% to 200% of the Performance Share Awards related to increasing the representation of women leaders in the Ericsson Group subcomponent will apply if the representation of women leaders in the Ericsson Group exceeds 26% but is below 28% by the end of the Performance Period.

The vesting level of Performance Share Awards related to the Group ESG performance criterion will be determined by the Board of Directors when the audited results for both subcomponents at the end of the financial year 2027 are available. The allotment of the shares will not occur until the end of the Vesting Period in 2028.

Information about the outcome of the performance criteria will be provided no later than in the annual report for the financial year 2027.

Allotment of shares

Provided that the performance criteria 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, such as environmental, social, ethics and compliance factors, 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.

In view of the rapidly changing geopolitical, legal and regulatory environments in a number of the jurisdictions in which the Company operates, it is critical that the Company is able to ensure that its operations, including its remuneration programs, comply with law.

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

The Company has the right to, before delivering vested shares to the Participants, retain and sell the number of shares required to cover the cost for withholding and paying tax and social security liabilities on behalf of the Participants in relation to the Performance Share Awards for remittance to revenue authorities. In such an event, the net amount of vested shares will thus be delivered to the Participants after the vested Performance Share Awards are reduced by the number of shares retained by the Company for such purposes.

Financing

The Board of Directors has considered different financing methods for transfer of shares under the LTV 2025 including transfer of treasury stock and an equity swap agreement with a third party. The Board of Directors considers that a directed issue of shares of series C in the Company, followed by buy-back and transfer of treasury stock is the most cost efficient and flexible method to transfer shares under LTV 2025.

The Company’s current holding of treasury stock is not sufficient for the implementation of the LTV 2025. Therefore, the Board of Directors proposes a directed share issue and buy back of shares as further set out below under item 16.2. Under the proposed transactions, shares are issued at the share’s quota value and repurchased as soon as the shares have been subscribed for and registered. The purchase price paid by the Company to the subscriber equals the subscription price. As compensation to the subscriber for its assistance in the issuance and buy-back of shares under items 16 and 18, the Company will pay to the subscriber an amount totaling SEK 200,000.

The procedure of issuance and buy-back of shares for the Company’s LTV programs has previously been decided by the AGMs in 2001, 2003, 2008, 2009, 2012, 2016, 2017, 2023 and 2024.

Since the costs for the Company in connection with an equity swap agreement will be significantly higher than the costs in connection with transfer of treasury stock, the main alternative is that the financial exposure is secured by transfer of treasury stock and that an equity swap agreement with a third party is an alternative in the event that the required majority for approval is not reached.

Costs

The total effect on the income statement of the LTV 2025, including financing costs and social security fees, is estimated to range between SEK 444 million and SEK 645 million distributed over the years 2025–2028. The costs will depend on the future development of the price of Ericsson series B share.

The administration cost for hedging the financial exposure of the LTV 2025 by way of an equity swap agreement is currently estimated to approximately SEK 70 million, compared to the cost of approximately SEK 200,000 for using newly issued and acquired shares in treasury (SEK 200,000 is the total cost paid to the subscriber in relation to items 16 and 18, regardless of the number of share issuances).

Dilution

The Company has approximately 3.3 billion registered shares. As per February 19, 2025, the Company held approximately 15.6 million shares in treasury. The number of shares that may be required for ongoing LTV programs (2022, I 2023 and II 2023) as per February 19, 2025, is estimated to approximately 12 million shares, corresponding to approximately 0.36 percent of the number of registered shares of the Company. In order to implement the LTV 2025, a total of up to 12.7 million shares are required, which corresponds to approximately 0.38 percent of the total number of registered shares of the Company, hence an issue of new shares of series C, followed by a buy-back, is proposed for the implementation of LTV 2025. The effect on important key figures is only marginal.

16.2 Transfer of treasury stock to employees and on an exchange, directed share issue and acquisition offer for the LTV 2025

a) Transfer of treasury stock under the LTV 2025

To secure the delivery of Performance Shares in accordance with the terms and conditions of the LTV 2025, the Board of Directors proposes that the AGM resolve that the Company shall have the right to transfer no more than 10.9 million shares of series B in the Company less any shares retained by the Company as per item 16.2 c) on the following terms and conditions:

  • The right to acquire shares shall be granted to such persons within the Ericsson Group covered by the terms and conditions pursuant to the LTV 2025. Furthermore, subsidiaries within the Ericsson Group shall have the right to acquire shares, free of consideration, and such subsidiaries shall be obligated to immediately transfer, free of consideration, shares to employees covered by the terms and conditions of the LTV 2025.
  • The employee shall have the right to receive shares during the period when the employee is entitled to receive shares pursuant to the terms and conditions of the LTV 2025.
  • Employees covered by the terms and conditions of the LTV 2025 shall receive shares of series B in the Company free of consideration.
  • The number of shares of series B in the Company that may be transferred under the LTV 2025 may be subject to recalculation in the event of bonus issues, splits, rights issues and/or similar measures, under the terms and conditions of the LTV 2025.

b) Transfer of treasury stock on an exchange to cover expenses for the LTV 2025

The Company may, prior to the AGM in 2026, transfer no more than 1.8 million shares of series B in the Company, in order to cover certain expenses, mainly social security payments. Transfer of the shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share as disseminated by Nasdaq Stockholm.

c) Authorization to decide on transfer of treasury stock on an exchange to cover costs for tax and social security liabilities for the Participants in the LTV 2025

Authorization for the Board of Directors to decide to, in conjunction with the delivery of vested shares under LTV 2025, prior to the AGM in 2026, retain and sell no more than 70% of the vested shares of series B in the Company in order to cover the costs for withholding and paying tax and social security liabilities on behalf of the Participants in relation to the Performance Share Awards for remittance to revenue authorities. Transfer of the shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share as disseminated by Nasdaq Stockholm. These shares form a part of the final number of vested shares to the employees under LTV 2025 and do not incur additional costs to the LTV 2025 for the Company.

d) Directed issue of shares of series C in the Company for the LTV 2025

Increase of the share capital in the Company by SEK 63,500,000.02 through an issue of 12.7 million shares of series C in the Company, each share with a quota value of approximately SEK 5. The terms and conditions of the share issue are the following:

  • The new shares shall – with deviation from the shareholders’ preferential rights – be subscribed for only by Skandinaviska Enskilda Banken AB or its subsidiaries.
  • The new shares shall be subscribed for during the period as from April 28, 2025 up to and including May 5, 2025 Over-subscription may not occur.
  • The amount that shall be paid for each new share shall be the quota value (approximately SEK 5).
  • Payment for the subscribed shares shall be made at the time of subscription.
  • The Board of Directors shall be entitled to extend the period for subscription and payment.
  • The new shares shall not entitle the holders to dividend payment.
  • It is noted that the new shares are subject to restrictions pursuant to Chapter 4, Section 6 (conversion clause) and Chapter 20, Section 31 (redemption clause) of the Swedish Companies Act.

The Board of Directors proposes that the President and CEO shall be authorized to make the minor adjustments to the above resolutions that may prove to be necessary in connection with the registration with the Swedish Companies Registration Office.

Reasons for deviation from the shareholders’ preferential rights and principles on which the subscription price is based

The Board of Directors considers that a directed issue of shares of series C, followed by buy-back and transfer of treasury stock is the most cost efficient and flexible method to transfer shares under the LTV 2025. Shares are issued at the share’s quota value and repurchased as soon as the shares have been subscribed for and registered. The purchase price paid by the Company to the subscriber equals the subscription price.

e) Authorization for the Board of Directors to decide on a directed acquisition offer for the LTV 2025

Authorization for the Board of Directors to decide that 12.7 million shares of series C in the Company be acquired according to the following:

  • Acquisition may occur by an offer to acquire shares directed to all holders of shares of series C in Ericsson.
  • The authorization may be exercised until the AGM in 2026.
  • The acquisition shall be made at a price corresponding to the quota value of the share (approximately SEK 5 per share).
  • Payment for acquired shares shall be made in cash.

16.3 Equity Swap Agreement with third party in relation to the LTV 2025

In the event that the required majority for approval is not reached under item 16.2 above, the financial exposure of the LTV 2025 shall be hedged by the Company entering into an equity swap agreement with a third party, under which the third party may, in its own name, acquire and transfer shares of series B in the Company to employees covered by the LTV 2025.

Majority rules

The resolution of the AGM on implementation of the LTV 2025 according to item 16.1 requires that more than half of the votes cast at the AGM approve the proposal. The resolution of the AGM on transfer of treasury stock to employees and on an exchange, directed share issue and acquisition offer for the LTV 2025 according to item 16.2 requires that shareholders representing at least nine-tenths of the votes cast as well as the shares represented at the AGM approve the proposal. The resolution of the AGM on an Equity Swap Agreement with third party according to item 16.3 requires that more than half of the votes cast at the AGM approve the proposal.

Description of other ongoing long-term variable compensation programs

In addition to the LTV programs for 2022, 2023 and 2024, which are directed at the President and CEO, the ET, and the Executives, the Company has other ongoing long-term variable compensation programs directed at other employees within the Group. These programs are an integral part of the Company’s remuneration strategy as well as a part of the Company’s talent management strategy. The Company has decided to implement one other share-related compensation program for 2025: the Key Contribution Plan 2025 (“KC Plan 2025“). Ericsson has also implemented an all-employee share purchase plan in 2021 (ESPP).

The KC Plan 2025

The KC Plan 2025 is designed to recognize the best talent, individual performance, potential and critical skills as well as encourage the retention of key employees. Approximately 10% to 14% of Ericsson employees will be eligible for the KC Plan 2025. The award levels are assigned to employees mainly within in a range of 10 – 50% of Annual Base Salary to bring greater alignment with the local market conditions.

Participants are assigned a potential award, which is converted into a number of synthetic shares based on the same market price of the shares of series B in Ericsson used for the LTV 2025 at the time of grant. The plan has a three-year total service period (“Service Period“) during which the awards are paid on an annual rolling bases following the below payment schedule:

  • 25% of the award at the end of the first year,
  • 25% of the award at the end of the second year, and
  • 50% of the award at the end of the full Service Period.

The value of each synthetic share is driven by the absolute share price performance of shares of series B in Ericsson shares during the Service Period. At the date of vesting for each instalment of the above-described annual rolling payment schedule, the synthetic shares are converted into a cash amount, based on the market price of the Ericsson series B share on Nasdaq Stockholm at the respective vesting date, and this final amount is paid to the Participant in cash gross before tax. It is estimated that approximately 19.1 million synthetic shares will be awarded under the KC Plan 2025. The maximum total cost effect of the KC Plan 2025 on the income statement, including social security fees, is estimated to be approximately SEK 1.65 billion distributed over the years 2025–2028. The costs will depend on the future development of the market price of the Ericsson series B share.

The Ericsson share purchase plan (“ESPP“)

Ericsson is committed to helping employees thrive and to recognizing them for the impact they create by providing opportunities to enrich their working experience. In order to encourage employees to play an active role in achieving the Company’s purpose, further create sense of belonging and ownership, the ESPP was launched in 2021. In total the ESPP is now live in 67 countries for 63,000 eligible employees of which approximately 13,000 were participating at year-end 2024, representing 21% of eligible population.

The ESPP is an all-employee share purchase plan that enables employees to purchase shares of series B in Ericsson up to a maximum value of SEK 55,000 per year via monthly payroll deduction. In recognition of the employees’ commitment, Ericsson supports the participants with a net cash payment up to 15% of their elected contribution amounts and covers the tax on the Company supported amount, which is payable via payroll. Under the ESPP participants will acquire shares of series B in Ericsson at market price on Nasdaq Stockholm and the ESPP does therefore not have any dilutive effect.

The Company’s ongoing variable compensation programs are described in further detail in the Annual Report 2024 in the Notes to the consolidated financial statements, Note G3: Share-based compensation and on the Company’s website.

Item 17 Resolution on an addition to the terms of the Long-Term Variable Compensation Programs LTV I 2023, LTV II 2023 and LTV 2024

Background

In view of the rapidly changing geopolitical, legal and regulatory environments in a number of the jurisdictions in which the Company operates, it is critical that the Company is able to ensure that its operations, including its remuneration programs, comply with law. The proposal in item 17 seeks to ensure that the Company is able to maintain compliance as required.

Proposal

Further to the proposal in item 16 above on implementation of the LTV 2025, the Board of Directors proposes that the following addition is made to the terms of the Long-Term Variable Compensation Programs LTV I 2023, LTV II 2023 and LTV 2024, to be included as a new final paragraph under “Allotment of shares” in the respective program:

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

Majority rules

The resolution of the AGM on an addition to the terms of the Long-Term Variable Compensation Programs LTV I 2023, LTV II 2023 and LTV 2024 according to item 17 requires that more than half of the votes cast at the AGM approve the proposal.

Item 18 Resolution on transfer of treasury stock to employees and on an exchange, directed share issue and acquisition offer in relation to the earlier resolution on the LTV 2024

The AGM in 2024 resolved to implement Long-Term Variable Compensation Program 2024 (“LTV 2024“) and to secure the Company’s undertakings under LTV 2024 through an equity swap agreement with a third party. The Board of Directors still considers that transfer of treasury stock, a proposal that was not approved by the AGM 2024, is the most cost efficient and flexible method to secure the undertakings under LTV 2024.

The Company has approximately 3.3 billion registered shares. For LTV 2024, a total of up to 10.4 million shares are required, which corresponds to approximately 0.31 percent of the total number of registered shares, hence an issue of new shares of series C, followed by a buy-back, is proposed for LTV 2024. The effect on important key figures is only marginal.

a) Transfer of treasury stock under the LTV 2024

To secure the delivery of Performance Shares in accordance with the terms and conditions of the LTV 2024, the Board of Directors proposes that the AGM resolve that the Company shall have the right to transfer no more than 8.6 million shares of series B in the Company less any shares retained by the Company as per item 18 c) on the following terms and conditions:

  • The right to acquire shares shall be granted to such persons within the Ericsson Group covered by the terms and conditions pursuant to the LTV 2024. Furthermore, subsidiaries within the Ericsson Group shall have the right to acquire shares, free of consideration, and such subsidiaries shall be obligated to immediately transfer, free of consideration, shares to employees covered by the terms and conditions of the LTV 2024.
  • The employee shall have the right to receive shares during the period when the employee is entitled to receive shares pursuant to the terms and conditions of the LTV 2024.
  • Employees covered by the terms and conditions of the LTV 2024 shall receive shares of series B in the Company free of consideration.
  • The number of shares of series B in the Company that may be transferred under the LTV 2024 may be subject to recalculation in the event of bonus issues, splits, rights issues and/or similar measures, under the terms and conditions of the LTV 2024.

b) Transfer of treasury stock on an exchange to cover expenses for the LTV 2024

The Company may, prior to the AGM in 2026, transfer no more than 1.8 million shares of series B in the Company, in order to cover certain expenses, mainly social security payments. Transfer of the shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share as disseminated by Nasdaq Stockholm.

c) Authorization to decide on transfer of treasury stock on an exchange to cover costs for tax and social security liabilities for the Participants in the LTV 2024

Authorization for the Board of Directors to decide to, in conjunction with the delivery of vested shares under LTV 2024, prior to the AGM in 2026, retain and sell no more than 70% of the vested shares of series B in the Company in order to cover the costs for withholding and paying tax and social security liabilities on behalf of the Participants in relation to the Performance Share Awards for remittance to revenue authorities. Transfer of the shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share as disseminated by Nasdaq Stockholm. These shares form a part of the final number of vested shares to the employees under LTV 2024 and do not incur additional costs to the LTV 2024 for the Company.

d) Directed issue of shares of series C in the Company for the LTV 2024

Increase of the share capital in the Company by SEK 52,000,000.01 through an issue of 10.4 million shares of series C in the Company, each share with a quota value of approximately SEK 5. The terms and conditions of the share issue are the following:

  • The new shares shall – with deviation from the shareholders’ preferential rights – be subscribed for only by Skandinaviska Enskilda Banken AB or its subsidiaries.
  • The new shares shall be subscribed for during the period as from April 28, 2025, up to and including May 5, 2025. Over-subscription may not occur.
  • The amount that shall be paid for each new share shall be the quota value (approximately SEK 5).
  • Payment for the subscribed shares shall be made at the time of subscription.
  • The Board of Directors shall be entitled to extend the period for subscription and payment.
  • The new shares shall not entitle the holders to dividend payment.
  • It is noted that the new shares are subject to restrictions pursuant to Chapter 4, Section 6 (conversion clause) and Chapter 20, Section 31 (redemption clause) of the Swedish Companies Act.

The Board of Directors proposes that the President and CEO shall be authorized to make the minor adjustments to the above resolutions that may prove to be necessary in connection with the registration with the Swedish Companies Registration Office.

Reasons for deviation from the shareholders’ preferential rights and principles on which the subscription price is based

The Board of Directors considers that a directed issue of shares of series C, followed by buy-back and transfer of treasury stock is the most cost efficient and flexible method to transfer shares under the LTV 2024. Shares are issued at the share’s quota value and repurchased as soon as the shares have been subscribed for and registered. The purchase price paid by the Company to the subscriber equals the subscription price. As compensation to the subscriber for its assistance in the issuance and buy-back of shares under items 16 and 18, the Company will pay to the subscriber an amount totaling SEK 200,000.

e) Authorization for the Board of Directors to decide on a directed acquisition offer for the LTV 2024

Authorization for the Board of Directors to decide that 10.4 million shares of series C in the Company be acquired according to the following:

  • Acquisition may occur by an offer to acquire shares directed to all holders of shares of series C in Ericsson.
  • The authorization may be exercised until the AGM in 2026.
  • The acquisition shall be made at a price corresponding to the quota value of the share (approximately SEK 5 per share).
  • Payment for acquired shares shall be made in cash.

Majority rules

The resolution of the AGM on transfer of treasury stock to employees and on an exchange, directed share issue and acquisition offer for the LTV 2024 according to item 18 is proposed to be taken as one decision and requires that shareholders representing at least nine-tenths of the votes cast as well as the shares represented at the AGM approve the proposal.

Item 19 Resolutions on transfer of treasury stock in relation to the resolutions on the ongoing LTV 2022, LTV I 2023 and LTV II 2023

19.1 Transfer of treasury stock on an exchange to cover expenses

The AGM in 2024 resolved on a right for the Company to transfer in total no more than 2.2 million shares of series B in the Company on a stock exchange to cover certain payments, mainly social security payments, which may occur in relation to the Long-Term Variable Compensation Programs LTV 2022, LTV I 2023 and LTV II 2023 (the “Programs“).

The resolution is valid up to the following AGM. Resolutions on transfer of treasury stock for the purpose of the above-mentioned programs must therefore be repeated at subsequent AGMs. None of these 2.2 million shares of series B in the Company have been transferred up to February 19, 2025.

The Board of Directors proposes that the AGM resolve that the Company may, prior to the AGM in 2026, transfer no more than 2.2 million shares of series B in the Company, or the lower number of shares of series B, which as per March 25, 2025 remain of the original 2.2 million shares for the purposes of covering certain payments, primarily social security payments that may occur in relation to the Programs. Transfer of the shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share.

19.2 Authorization to decide on transfer of treasury stock on an exchange to cover costs for tax and social security liabilities for the Participants

Previous AGMs have resolved to secure the delivery of Performance Shares in relation to the Programs through transfer of in total no more than 9.8 million shares of series B in the Company to Participants and subsidiaries within the Ericsson Group.

The Board of Directors proposes that the AGM authorize the Board of Directors to decide to, in conjunction with the delivery of vested shares under the Programs, prior to the AGM in 2026, retain and sell no more than 60% of the vested shares of series B in the Company in order to cover the costs for withholding and paying tax and social security liabilities on behalf of the Participants in relation to the Performance Share Awards for remittance to revenue authorities. Transfer of the shares shall be effected on Nasdaq Stockholm at a price within the, at each time, prevailing price interval for the share as disseminated by Nasdaq Stockholm. These shares form a part of the final number of vested shares to the employees under the Programs and do not incur additional costs to the Programs for the Company.

Majority rules
The resolutions of the AGM on transfer of treasury stock on an exchange according to each of items 19.1 and 19.2 requires that shareholders representing at least two-thirds of the votes cast as well as the shares represented at the AGM approve the proposals.

20. Resolution on proposal from an (employee) shareholder that the AGM resolve that Ericsson implement a policy ensuring that executive bonuses are disbursed only after all employees have received cost-of-living and performance-based salary increases each year

The shareholder Christopher Neitzert has proposed the following:

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

Statement from Ericsson’s Board of Directors:

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

The above-mentioned guidelines were preceded by careful consideration by the Board of Directors and its Remuneration Committee, including consideration of the total remuneration and employment conditions of the Company’s employees by reviewing the application of Ericsson’s remuneration policy for the wider employee population to ensure consistency. The guidelines were further adopted to ensure that the Company’s business strategies and ways of working could be supported through the lifecycle of the guidelines. The proposed policy would conflict with some of the core principles of the Remuneration guidelines and entail significant administrative and financial burdens for the Company. The proposal would impose broad and impractical obligations that would be, in practice, difficult to implement for a global company with a workforce as diverse as Ericsson that spans approximately 180 countries. A blanket requirement for payment of inflation-connected salaries to all global employees before any executive bonuses are paid, would be highly unusual for a multinational corporate of our breadth, and have a significant adverse impact on Ericsson’s competitive position. Ericsson values its employees highly and has a policy of benchmarking remuneration in applicable markets to ensure compensation remains competitive in order to attract and retain the best talent. In addition, Ericsson already undertakes global annual salary reviews as part of its performance management program.

The Board of Directors’ view is, against this background, that the guidelines adopted by Ericsson’s 2023 AGM remain to be the most appropriate guidelines for the Company’s remuneration practices, and that its current policies with respect to remuneration across the group remain fit for purpose.

Shares and votes

There are in total 3,348,251,735 shares in the Company: 261,755,983 shares of series A and 3,086,495,752 shares of series B, corresponding to in total 570,405,558.2 votes. The Company’s holding of treasury stock as of February 19, 2025, amounts to 15,579,561 shares of series B, corresponding to 1,557,956.1 votes.

Shareholders’ right to receive information at the AGM

The Board of Directors and the President and CEO 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 may affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company’s relation to other companies within the Group.

Documents

The form of power of attorney, the postal voting form and 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 and Exhibit 1 and 2 to the Nomination Committee’s proposals, are available at the Company’s website www.ericsson.com. A letter from the shareholder who has submitted the proposal under item 20 is available in full at the Company’s website www.ericsson.com. In respect of all other items, complete proposals are provided under the respective item in the notice. The documents will be sent upon request to shareholders providing their address to the Company.

The annual report (including the Board of Directors’ statement relating to the proposal under item 8.4 above), the auditor’s report, the remuneration report, the auditor’s statement regarding the guidelines for remuneration to group management and the Board of Directors’ statement relating to the proposals under items 16.2 and 18 above will be available at the Company and on the Company’s website www.ericsson.com no later than three weeks prior to the AGM. The documents will be sent upon request to shareholders providing their address to the Company.

Stockholm, February 2025
Telefonaktiebolaget LM Ericsson (publ)

The Board of Directors

[1] Calculated as if the number of non-employed Board members elected by the AGM was nine persons and an unchanged number of Committee members. A calculation in relation to the current proposal of ten non-employed Board members elected by the AGM and an unchanged number of Committee members would instead entail an increase of the fees by approximately 8.61% compared with the total fees to the Board and Committee members resolved by the AGM 2024 (adjusted for ten non-employed Board members).

[2] The definition of Group EBITA in LTV 2025 differs from the definition of Group EBITA in the Company’s Financial report as the definition in the LTV 2025 excludes restructuring charges.

[3] Total shareholder return, i.e., share price growth including dividends.

[4] To provide a stable assessment of performance, the TSR development will be calculated based on the average closing price of the Ericsson series B share on Nasdaq Stockholm for the three-month period immediately prior to the commencement and expiration of the Performance Period.

[5] Measured as the carbon dioxide equivalents (“CO2e”) of several greenhouse gases including, but not limited to, carbon dioxide. The so-called high-altitude effect of greenhouse gas emissions from air travel is not to be considered in these calculations.

[6] Corresponding to emissions in Scope 1, Scope 2 (market-based) and Scope 3 category Business Travel, as defined in the Greenhouse Gas Protocol, and reported in the Company’s annual statutory Sustainability and Corporate Responsibility report.

[7] GHG emissions are reported on a calendar year basis but for practical and timing reasons, some of the emissions in scope of the performance criterion are measured on the twelve-month period December up to and including November.

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