Annual General Meeting - JM AB
The Annual General Meeting of shareholders of JM AB met on April 28, 2011 and adopted all of the proposals of the Board of Directors and the Nomination Committee.
The Annual General Meeting resolved to pay a dividend of SEK 4.50 per share. The record date for payment is Tuesday, May 3, 2011. Euroclear Sweden AB will send the dividend on Friday, May 6, 2011.
Board members and remuneration
The Annual General Meeting resolved that the Board will have seven directors.
Lars Lundquist was reelected Chairman of the Board. Directors Elisabet Annell, Anders Narvinger, Kia Orback Pettersson, Johan Skoglund, Åsa Söderström Jerring and Torbjörn Torell were reelected to the board.
The Chairman will be paid SEK 635,000 for work on the Board and Directors who are not employed by the Company shall be paid SEK 280,000.
Directors who are not employed by the Company will receive remuneration for work on committees as follows:
Chairperson of the Audit Committee: SEK 120,000
Directors on the Audit Committee: SEK 90,000
Chairperson of the Compensation Committee: SEK 60,000
Director on the Compensation Committee: SEK 60,000
Chairperson of the Investment Committee: SEK 60,000
Directors on the Investment Committee: SEK 60,000
The total fee for the six paid directors amounts to SEK 2,635,000, including remuneration for committee work, which entails an increase of approximately 8.2 percent.
The Annual General Meeting approved the instructions for the Nomination Committee adopted at the 2010 Annual General Meeting.
The instructions to the Nomination Committee are available on JM AB's website www.jm.se.
Guidelines for salaries and other remuneration
The Annual General Meeting approved the following guidelines for salary and other remuneration to senior executives.
Compensation to the CEO and other senior executives will consist of fixed salary, short-and long-term variable salary programs, pension benefits and other benefits. “Other senior executives” refers to the Executive Management. Total compensation must be at market rates and competitive in the labor market in which the executive works. Fixed salary and short-term variable salary program will be related to the executive's responsibilities and authorities. The short-term variable salary program for senior executives will be capped at 50 percent of fixed salary. The short-term variable salary program will be based on performance in relation to established targets, which is usually the externally reported operating profit before tax, earnings per share and Customer Satisfaction Index. Long-term variable salary programs can be share- and/or cash-related and will be performance-based and upon commitment obligations be capped at 50 percent of fixed salary. Termination of employment is normally subject to a mutual period of notice of six months. If notice of termination is given by JM, severance pay equivalent to six months’ salary should also be payable. Pension benefits shall be either defined benefit or defined contribution, or a combination thereof, and the normal retirement age is 65. The Compensation Committee will draft and the Board of Directors will approve the remuneration policy for the CEO and senior executives. The Board has the right to depart from the guidelines if extenuating circumstances are present in the individual case.
Convertible program and warrant program
The Annual General Meeting resolved that JM AB will raise a debenture loan with a maximum nominal value of SEK 120,000,000 by issuing a maximum of 530,000 convertible debentures, aimed at all employees in Sweden and a maximum of 95,000 warrants aimed at all employees outside Sweden.
With respect to convertibles, the issue price will correspond with the par value of the debt commitments and with respect to the warrants, the option premium will correspond with the market value of the warrants at the time of issue. Each convertible and each warrant, respectively, will be able to converted to or entitle the holder to subscription of one ordinary share at a conversion price or subscription price equivalent to 125 percent of the latest noted average price paid for ordinary shares in JM on the official exchange list of the NASDAQ Stockholm AB for the period of May 3, 2011 to May 11, 2011.
Conversion or subscription may occur commencing on June 2, 2014 through May 22, 2015, with the exclusion of the period January 1 through the record date for dividends each years, or if the Annual General Meeting should not resolve on a dividend during a year, the third business day after the AGM.
In the event of full participation in the offer as well as full conversion and full exercise of the warrants, respectively, JM’s share capital could increase by a maximum of SEK 625,000, through the issue of a maximum of 625,000 ordinary shares, each with a quota value of 1 Swedish krona. This corresponds with dilution of about 0.75 percent of shares and votes in JM.
The term of the convertibles will begin on June 20, 2011, and fall due for payment on June 19, 2015, insofar as conversion has not already been undertaken. The interest rate on the convertible bonds is determined annually, the first time as at June 16, 2011 (for the period June 20, 2011 to June 19, 2012). The interest rate is based in part on the conversion rate and the calculated market value for the convertibles at issuance. Assuming an average share price of about SEK 160 during the benchmark period and a conversion price of SEK 200, the interest rate would be STIBOR 360 plus 2.05 percentage points.
Only a wholly owned subsidiary of JM is entitled to subscribe to the convertibles and issue of warrants respectively, with waiver of shareholders’ rights of pre-emption. The subsidiary must subscribe and pay for the convertibles and warrants, respectively, during the period commencing on June 16, 2011 through June 20, 2011. The subsidiary will have the right and obligation during the period commencing on May 23, 2011 until June 7, 2011, to offer those who as of April 29, 2011 are (i) employees in the JM Group in Sweden, on market-based terms, the opportunity to acquire convertible debentures and (ii) to offer employees in the JM Group outside Sweden to acquire warrants.
Everyone entitled to subscribe for convertibles will be guaranteed a nominal amount of SEK 33,962, though a maximum of 150 convertibles, and everyone entitled to subscribe for the warrants will be guaranteed 150 warrants.
Amended Articles of Association
The Board of Directors proposes amendment of section 8 point 1 of the Articles of Association to adapt the Articles of Association to new rules in the Swedish Companies Act.
Previous version: Notification of the Annual General Meeting or extraordinary general meeting in which a matter concerning amendments to the company Articles of Association will be dealt with must be issued at the earliest six weeks and at the latest four weeks before said meeting. Notification to other extraordinary general meetings must be issued at the earliest six weeks and at the latest two weeks before the date of the said meeting.
Adopted version: Notification of the Annual General Meeting or extraordinary general meeting in which a matter concerning amendments to the company Articles of Association will be dealt with must be issued at the earliest six weeks and at the latest four weeks before said meeting. Notification to other extraordinary general meetings must be issued at the earliest six weeks and at the latest three weeks before the date of the said meeting.
For more information, please contact:
Johan Skoglund, CEO and President: +46 (0)8 782 89 39
Claes Magnus Åkesson, CFO JM: +46 (0)8-782 89 71
Urban Lilja, General counsel JM: +46 (0)8-782 87 05
JM is one of the leading developers of housing and residential areas in the Nordic region. Operations focus on new production of homes in attractive locations, with the main focus on expanding metropolitan areas and university towns in Sweden, Norway, Denmark, Finland and Belgium. We are also involved in project development of commercial premises and contract work, primarily in the Greater Stockholm area. JM shall promote long-term quality and environmental management in all its operations. Our annual sales total approximately SEK 10 billion and the company has about 2,200 employees. JM AB is a public limited company listed on the NASDAQ OMX Stockholm, Mid Cap segment.