Annual General Meeting - JM AB
The Annual General Meeting of shareholders of JM AB met on April 26, 2012 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 6.50 per share. The record date for payment is Wednesday, May 2, 2012. Euroclear Sweden AB will send the dividend on Monday, May 7, 2012.
Board members and remuneration
The Annual General Meeting resolved that the Board will have seven directors. Lars Lundquist was reelected Chairman of the Board. Elisabet Annell Åhlund, Anders Narvinger, Kia Orback Pettersson, Johan Skoglund and Åsa Söderström Jerring were reelected to the Board. Torbjörn Torell did not seek reelection. Johan Bergman was elected as the new director.
The Chairman will be paid SEK 660,000 for work on the Board and Directors who are not employed by the Company will be paid SEK 290,000.
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.
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 2,710,000, including remuneration for committee work, which entails an increase of approximately 2.85 percent.
Election of auditors
The Annual General Meeting resolved to elect Ernst & Young AB as the audit company. In accordance with the Swedish Companies Act, the term of service runs until the end of the 2013 Annual General Meeting.
Nomination Committee
The Annual General Meeting approved a revised version of the instructions for the Nomination Committee.
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.
Buyback
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 OMX Stockholm. The authorization may be utilized on one or more occasions, although no longer than up until the 2013 Annual General Meeting. The number of ordinary 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 shares. The acquisition of ordinary shares in JM AB on NASDAQ OMX Stockholm may only occur at a price within the current spread on NASDAQ OMX Stockholm, 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.
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. The Annual General Meeting resolved that the terms will be in accordance with the proposal.
Amended Articles of Association
The Annual General Meeting resolved in accordance with the proposal to amend section 9 of the Articles of Association to adapt to amendments to the Swedish Companies Act and to implement editorial changes. Section 9 refers to issues raised at the Annual General Meeting.
For more information please contact:
Johan Skoglund, President and CEO: +46 8-782 89 39
Claes Magnus Åkesson, CFO JM: +46 8-782 89 71
Urban Lilja, General Counsel JM: +46 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 should promote long-term quality and environmental management in all its operations. Annual sales total approximately SEK 12 billion and the company has some 2,300 employees. JM AB is a public limited company listed on NASDAQ OMX Stockholm, Mid Cap segment.