Annual General Meeting at JM AB
The Annual General Meeting of shareholders of JM AB met on Thursday, April 21, 2016 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 8.25 per share. The record date for payment is Monday, April 25, 2016. Euroclear Sweden AB will send the dividend on Thursday, April 28, 2016.
Board members and remuneration
The Annual General Meeting resolved that the Board will have seven Directors. Lars Lundquist was re-elected Chairman of the Board. Kaj-Gustaf Bergh, Johan Bergman, Eva Nygren, Kia Orback Pettersson and Åsa Söderström Jerring were re-elected to the Board. Anders Narvinger and Johan Skoglund had declined re-election. A new Director was elected, Thomas Thuresson.
The Chairman will be paid SEK 780,000 for work on the Board and Directors who are not employed by the Company will be paid SEK 330,000.
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 3,380,000, 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 2017 Annual General Meeting.
Approval of the instructions for the Nomination Committee that were adopted at the 2015 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.
The Annual General Meeting resolved that JM AB shall raise a debenture loan with a maximum nominal value of SEK 160,000,000 by issuing a maximum of 570,000 convertibles 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, 2016 to May 6, 2016.
The Annual General Meeting resolved that the terms will be in accordance with the proposal.
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 2017 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 current spread on NASDAQ 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.
Decrease of share capital
The Annual General Meeting resolved to decrease the share capital by SEK 2,202,624 through the elimination of 2,202,624 ordinary shares without repayment to the shareholders. At present, the Company holds a total of 2,202,624 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
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 14 billion and the company has about 2,300 employees. JM is a public limited company listed on NASDAQ Stockholm, in the Large Cap segment.