Annual General Meeting at JM AB
The Annual General Meeting of shareholders of JM AB met on April 12, 2018 and adopted all the proposals of the Board of Directors and the Nomination Committee.
The Annual General Meeting resolved to pay a dividend of SEK 11.00 per share. The record date for payment is Monday, April 16, 2018. Euroclear Sweden AB will send the dividend on Thursday, April 19, 2018.
Board members and fees
The Annual General Meeting resolved that the Board will have seven Members. The Annual General Meeting resolved to re-elect Fredrik Persson as Chairperson of the Board, and to re-elect Board Members Kaj-Gustaf Bergh, Olav Line, Eva Nygren, Kia Orback Pettersson, Åsa Söderström Winberg and Thomas Thuresson.
The Chairperson will be paid SEK 840,000 for the work on the Board, and Members who are not employed by the Company will be paid SEK 335,000.
Members who are not employed by the Company receive unchanged fees for work on committees as follows:
Chairperson of the Audit Committee: SEK 120,000.
Members of the Audit Committee: SEK 90,000.
Chairperson of the Compensation Committee: SEK 60,000.
Member of the Compensation Committee: SEK 60,000.
Chairperson of the Investment Committee: SEK 80,000.
Members of the Investment Committee: SEK 60,000.
The fees for the seven paid Members amounts to a total of SEK 3,530,000, including remuneration for work on committees and including fees for an additional member in the Compensation Committee since a motion has been submitted to increase the Compensation Committee by one member. Taking into consideration the increase in the number of members in the Compensation Committee, this corresponds to an increase in the fee of 2.7 percent.
Election of auditors
The Annual General Meeting resolved to re-elect PricewaterhouseCoopers AB. In accordance with Swedish law, the term of service runs until the end of the 2019 Annual General Meeting.
The Annual General Meeting resolved to adopt a revised version of the instructions for the Nomination Committee that was adopted at the 2017 Annual General Meeting. The Nomination Committee shall conduct an annual evaluation of these instructions and propose amendments when necessary. However, these instructions shall apply until the Annual General Meeting resolves otherwise. The instructions for the Nomination Committee are available on JM AB’s website, www.jm.se/en
Guidelines for salary and other compensation
The Annual General Meeting approved the proposed guidelines for salaries and other compensation to senior executives. Compensation to the CEO and other senior executives will consist of a fixed component, short- and long-term variable components, 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.
The Annual General Meeting resolved that JM shall raise a debenture loan with a maximum nominal value of SEK 160,000,000 by issuing a maximum of 640,000 convertibles aimed at all employees in Sweden. The convertibles’ issue price shall correspond to the nominal amount. It shall be possible to convert each convertible to an ordinary share, at a conversion price equivalent to 125 percent of the latest noted average price paid for ordinary shares in JM on the official exchange list of Nasdaq Stockholm AB for the period extending from April 13, 2018 to April 26, 2018.
The Annual General Meeting resolved that the terms for the convertible program will be in accordance with the proposal.
Amendment to the Articles of Association
The Annual General Meeting resolved to amend section 8, third paragraph of the Articles of Association so that the specified time (no later than 4:00 PM) that refers to the deadline for submitting notification of participation in a general meeting of shareholders is removed.
Decrease of share capital
The Annual General Meeting resolved to decrease the share capital by SEK 1,476,421 through the elimination of 1,476,421 ordinary shares without repayment to the shareholders. At present, the Company holds a total of 1,476,421 of its own ordinary shares. The ordinary shares were acquired for the purpose of adjusting the Company’s capital structure.
The reduction in the share capital shall be allocated to unrestricted equity.
The Annual General Meeting’s resolution to decrease the share capital in accordance with that set out above may not be effected without authorization from the Swedish Companies Registration Office or, in the event of a dispute, a general court of law.
For additional information, please contact:
Johan Skoglund, President and CEO, +46 (0)8 782 87 00
Claes Magnus Åkesson, CFO, +46 (0)8 782 89 71
Maria Bäckman, Chief Legal Counsel, +46 (0)8 782 85 31
This information is information that JM AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 19:00 CET on 2018-04-12.
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 emphasis on expanding metropolitan areas and university towns in Sweden, Norway and Finland. We are also involved in project development of commercial premises and contract work, primarily in the Greater Stockholm area. JM should promote long-term sustainability work in all of its operations. Annual sales total approximately SEK 17 billion and the company has about 2,500 employees. JM is a public limited company listed on NASDAQ Stockholm, in the Large Cap segment. More information is available at www.jm.se/en.