Annual General Meeting – JM AB

The Annual General Meeting of shareholders of JM AB met on April 24, 2008 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 5:50 per share. The record date for payment is Tuesday April 29, 2008. The Nordic Central Securities Depository (VPC) is expected to send the dividend on Monday, May 5, 2008.


Board members and remuneration

Lars Lundquist was reelected Chairman of the Board. Directors Elisabet Annell, Eva-Britt Gustafsson, Bengt Larsson, Berthold Lindqvist, Johan Skoglund, Åsa Söderström Jerring and Torbjörn Torell were reelected to the board.

The total fee for the seven paid directors amounts to SEK 2,695,000, including remuneration for committee work. This represents a total increase of SEK 120,000 or about five percent.


Nomination Committee

The Annual General Meeting resolved that JM's Nomination Committee would be formed by the four largest shareholders who wished to participate, each appointing a representative. These shareholders are identified based on the public register of shareholders and public nominee list of owners maintained by VPC AB and relate to those shareholders who on August 31 are registered in their own name or are included in an owner group.

The Chairman of the Board will convene the first meeting and be the fifth member of the Nomination Committee. The annual general meeting adopted the Nomination Committee's proposed instructions for its work, which can be found on the JM web site.


Redemption program

The Annual General Meeting resolved that a distribution will be made to the company’s shareholders through a voluntary redemption program of about SEK 1 billion.

The record date for receipt of redemption rights is April 29, 2008.


Convertible program and warrant program

The annual general meeting resolved that JM AB will raise a debenture loan with a nominal value of SEK 110 million by issuing a maximum of 540,000 convertible debentures, aimed at all employees in Sweden and issue a maximum of 85,000 warrants aimed at all employees outside Sweden. Each convertible debenture and each warrant, respectively, may be 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 the period of April 30 to May 9, 2008, for ordinary shares in JM on the official exchange list of the OMX Nordic Exchange Stockholm.

Conversion or exercise may take place from June 1, 2010, through May 18, 2012, with the exclusion of the period January 1 until the record date for dividends each year. The convertible debenture loan falls due for payment on June 10, 2012, insofar as conversion has not already been undertaken.

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. This corresponds with a dilution effect of about 0.7 percent of shares and votes in JM.


2008 Share Match Program and 2008 Performance Share Program

The Annual General Meeting resolved to establish two long-term incentive programs—2008 Share Match Program and 2008 Performance Share Program—for up to 50 senior executives in the JM Group and with a term of seven years, including the initial three-year vesting period.

Participation in the 2008 Share Match Program presumes an investment in ordinary shares of JM (”contribution share”). For every two contribution shares acquired under the program, the participant in the program is granted one right ("Right I"), free of charge, entitling the holder at a future point in time to acquire one ordinary share in JM ("Share") at a redemption price of SEK 10. In order to exercise Right I to acquire shares the participant must be employed by the JM Group during an initial three-year vesting period and during this period the participant must retain all contribution shares. The maximum number of contribution shares that each participant may acquire is related to the participant's variable pay for 2007 and the average market value for ordinary shares in JM during the last 10 trading days in May 2008.

A maximum of 45,000 ordinary shares may be transferred to participants in the 2008 Share Match Program, including adjustment for dividends during the vesting and exercise period. In addition, no more than 14,500 ordinary shares will be transferred in a regulated market to cover social security contributions.

Participants in the 2008 Performance Share Program receive, free of charge and with no requirement for investment in contribution shares, a certain number of rights (”Right II”). Each Right II entitles the holder to acquire at a future point in time one ordinary share in JM ("Performance Share") at a redemption price of SEK 10, provided that certain performance requirements are met. In order to exercise Right II to acquire a Performance Share the participant must be employed by the JM Group during an initial three-year vesting period and certain performance requirements, linked to JM's growth in earnings per share during financial years 2008 – 2010, must be met.

A maximum of 95,000 ordinary shares may be transferred to participants in the 2008 Share Match Program, including adjustment for dividends during the vesting and exercise period. In addition, no more than 30,500 ordinary shares will be transferred in a regulated market to cover social security contributions.

Acquisition and transfer of own ordinary shares over the stock exchange
The Annual General Meeting resolved to authorize the Board to resolve on one or more occasions, though not extending past the Annual General Meeting in 2009, about acquisition and transfer of the company's own ordinary shares on a regulated market in order to hedge the financial risks of the 2008 Share Match Program and 2008 Performance Share Program. Shares may only be acquired and transferred on the OMX Nordic Exchange Stockholm at a price within the price interval that may be registered at any given time. No more than 140,000 ordinary shares may be acquired to ensure that shares are available to participants in the 2008 Share Match Program and the 2008 Performance Share Program, and a maximum of 45,000 ordinary shares may be acquired and transferred to cover social security costs.


Transfer of ordinary shares

The Annual General Meeting resolved to allow the transfer of ordinary shares in the company, with waiver of shareholders' pre-emptive rights, to participants in the 2008 Share Match Program and 2008 Performance Share Program 2008, whereby a maximum of 45,000 ordinary shares may be transferred to participants in the 2008 Share Match Program and 95,000 ordinary shares may be transferred to participants in the 2008 Performance Share Program, for a total of 140,000 ordinary shares.