Annual General Meeting - JM AB

The Annual General Meeting of shareholders of JM AB met on April 28, 2010 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 2.50 per share. The record date for payment is Monday May 3, 2010. Euroclear Sweden AB will send the dividend on Thursday, May 6, 2010. Board members and remuneration The Annual General Meeting resolved that the Board would have seven directors. Lars Lundquist was reelected Chairman of the Board. Directors Elisabet Annell, Anders Narvinger, Johan Skoglund, Åsa Söderström Jerring and Torbjörn Torell were reelected to the board. In addition Kia Orback Pettersson, who holds a degree in business and is a partner in Konceptverkstan, was elected to the Board. Fees for work on the Board of Directors in 2010 shall remain unchanged. The Chairman shall be paid SEK 590,000 and Directors who are not employed by the Company will be paid SEK 260,000. 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 110,000 Directors on the Audit Committee: SEK 80,000 Chairperson of the Remuneration Committee: SEK 55,000 Director on the Remuneration Committee: SEK 55,000 Chairperson of the Investment Committee: SEK 55,000 Directors on the Investment Committee: SEK 55,000 The total fee for the six paid directors amounts to SEK 2,435,000, including remuneration for committee work. Nomination Committee The Annual General Meeting approved a revised version of the instructions for the Nomination Committee adopted at the 2009 Annual General Meeting. The instructions were amended to state that the shareholders to be included on the Nomination Committee will be identified on July 31 instead of on August 31. 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 shall consist of fixed salary, short-and long-term variable salary programs, pension benefits and other benefits. “Other senior executives” refers to 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 shall have 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 would 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 issue 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, 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 ordinary shares in JM on the official exchange list of the NASDAQ Stockholm AB for the period of May 3, 2010 to May 11, 2010. Conversion or subscription may occur commencing on June 1, 2012 through May 22, 2014, 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 0.7 percent of shares and votes in JM. The term of the convertibles will begin on June 17, 2010, and fall due for payment on June 16, 2014, insofar as conversion has not already been undertaken. The interest rate on the convertible bonds is determined annually, the first time as at June 15, 2010. 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 140 during the benchmark period and a conversion price of about SEK 175, the interest rate would be STIBOR 360 plus 2.14 percentage points. Only a wholly owned subsidiary of JM shall be 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 15, 2010 through June 17, 2010. The subsidiary shall have the right and obligation during the period commencing on May 24, 2010 until June 4, 2010, to offer those who as of April 29, 2010 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 40,755, though a maximum of 180 convertibles, and everyone entitled to subscribe for the warrants will be guaranteed 180 warrants. Amended Articles of Association The Annual General Meeting resolved to amend of section 8 paragraph 2 of the Articles of Association to adapt the Articles of Association to new rules in the Companies Act that are expected to come into force prior to the 2011 AGM. Previous version: Notice will be issued through advertisement in Post- och Inrikes Tidningar (the Swedish Official Gazette) or, in the event that the daily newspaper, Svenska Dagbladet is no longer a daily national newspaper, Dagens Nyheter or, in the event that neither Svenska Dagbladet nor Dagens Nyheter are daily national newspapers, Dagens Industri. Adopted version: Notice will be issued through publication in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company’s website. An advertisement to the effect that notice has been given in this manner will be published in Svenska Dagbladet, or in the event that Svenska Dagbladet is no longer a daily national newspaper, Dagens Nyheter or, in the event that neither Svenska Dagbladet nor Dagens Nyheter are daily national newspapers, Dagens Industri. The AGM’s decision on the amendment to the Company’s Articles of Association is conditional on the change in means used to give notice of General Meetings laid down in the Swedish Companies Act (SFS 2005:551) having come into effect, which would mean that the proposed wording of section 8 paragraph 2 of the Articles of Association would be in accordance with the Swedish Companies Act.