Annual General Meeting at JM AB
All proposals by the Board and Nomination Committee adopted by the Annual General Meeting for JM AB on April 21, 2015
The Annual General Meeting resolved to pay a dividend of SEK 8 per share. The record date for the dividend is Thursday, April 23, 2015. The dividend is expected to be sent by Euroclear Sweden AB on Tuesday, April 28, 2015.
Board of Directors and remuneration
The Annual General Meeting resolved that there should be eight Directors. Lars Lundquist was reelected Chairman of the Board. Kaj-Gustaf Bergh, Johan Bergman, Anders Narvinger, Eva Nygren, Kia Orback Pettersson, Johan Skoglund and Åsa Söderström Jerring were reelected to the Board of Directors.
The Chairman will be paid SEK 760,000 for work on the Board, and Directors who are not employed by the Company will be paid SEK 320,000.
Committee fees
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
Director on the Compensation 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 80,000
Director on the Investment Committee: SEK 60,000
The total fee for the seven paid Directors amounts to SEK 3,300,000, including remuneration for committee work, which entails an increase of SEK 80,000.
Election of auditors
The Annual General Meeting resolved to elect Ernst & Young as the audit company. In accordance with the Swedish Companies Act, the term of service runs until the end of the 2016 Annual General Meeting.
Nomination Committee
Approval of the instructions for the Nomination Committee that were adopted at the 2014 Annual General Meeting. The instructions for 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 proposed guidelines for salaries and other remuneration 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.
Convertible Program
The Annual General Meeting resolved that JM would raise a debenture loan with a maximum nominal value of SEK 160,000,000 by issuing a maximum of 500,000 convertible debentures aimed at all employees in Sweden. The convertibles' issue price shall correspond to the nominal amount. It will 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 the NASDAQ Stockholm AB for the period from April 22, 2015 to May 6, 2015.
The Annual General Meeting resolved that the terms will be in accordance with the proposal.
Buy-back
The Annual General Meeting resolved to authorize the Board to decide on the acquisition of ordinary shares in JM AB on a regulated market.
The acquisition of ordinary shares in JM AB may only occur on NASDAQ Stockholm. The authorization may be utilized on one or more occasions, although no longer than up until the 2016 Annual General Meeting. The number of shares that may be acquired is limited such that the Company's holdings do not at any point in time exceed ten (10) percent of all the Company's ordinary shares. The acquisition of ordinary shares in JM AB on NASDAQ Stockholm may only occur at a price within the NASDAQ Stockholm current spread, which refers to the spread between the highest bid price and the lowest ask price. The objective of empowering the Board of Directors is to give it greater freedom of action and the possibility to adjust the Company's capital structure on a continuous basis.
Decrease of share capital
The Annual General Meeting resolved to decrease the share capital by SEK 2,040,554 through the elimination of 2,040,554 ordinary shares without repayment to the shareholders. At present, the Company holds a total of 2,040,554 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, General Counsel, +46 (0)8 782 85 31
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 14 billion and the company has about 2,200 employees. JM AB is a public limited company listed on the NASDAQ Stockholm, Large Cap segment.
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