JM's Board Proposes Long-Term Incentive Programs

JM's Board of Directors has decided to propose that the 2008 Annual General Meeting resolve upon the following:

- A convertible program and a warrant program
- Two long-term share programs: 2008 Share Match Program and 2008 Performance Share Program
- Repurchase of own ordinary shares
- Transfer of own ordinary shares to the participants in the 2008 Share Match Program and 2008 Performance Share Program, respectively.

Convertible program and warrant program in brief:

- The Board of Directors proposes that JM raise a convertible debenture loan through the issue of convertible debentures of a maximum of SEK 110 million aimed at all employees in Sweden and the issue of a maximum of 85,000 warrants aimed at all employees outside Sweden.

- Each convertible and warrant entitles the holder to conversion or subscription, respectively, to one share, at a conversion or subscription price equivalent to about 125 percent of the average price paid for shares in JM during the period from April 30, 2008, through May 9, 2008.

- Conversion or exercise may take place from June 1, 2010 through May 18, 2012.

- Through conversion of convertibles or redemption of warrants JM's share capital could increase by a maximum of SEK 625,000, which corresponds with a dilution of about 0.7 percent of share capital and votes in JM.


Share programs in brief:

- The Board of Directors proposes the establishment of two long-term stock programs – the 2008 Share Match Program and 2008 Performance Share Program.

- The programs apply to up to 50 senior executives within the JM Group.

- Participation in 2008 Share Match Program presumes a personal investment in ordinary JM shares (Contribution Share). For two contribution shares the participant is assigned the right to acquire one ordinary JM share at a redemption price of SEK 10. The potential amount of the investment is based on the participant's variable pay after tax.

- Participants in the 2008 Performance Share Program are assigned, without requirements for investment in contribution shares, a certain number of rights, provided that certain performance requirements are met. Each right entitles the participant to acquire at a future date one ordinary share at a redemption price of SEK 10.

- The Board proposes a seven-year term for the two share programs.

- Excluding dividend compensation of 18,000 ordinary shares and 45,000 ordinary shares to cover social security costs, the highest allotment of rights corresponds with 39,000 shares in the 2008 Share Match Program and 83,000 shares in the 2008 Performance Share Program, respectively.

- Including dividend compensation and ordinary shares to cover social security costs, the 2008 Share Match Program will involve a maximum of 59,500 ordinary shares and the 2008 Performance Share a maximum of 125,500 ordinary shares, which together correspond with 0.2 percent of the total number of JM shares.


Hedging financial risk

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board to decide on the acquisition and transfer of own ordinary shares on a regulated market in order to hedge financial risk associated with the 2008 Share Match Program and 2008Performance Share Program.

The Board is authorized 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. Shares may only be acquired and transferred on OMX Nordic Exchange Stockholm at a price within the price interval that may be registered at any given time. No more than 45,000 ordinary shares may be acquired to ensure that shares are available to participants in the 2008 Share Match Program and a maximum of 95,000 ordinary shares may be acquired to ensure shares are available for the 2008 Performance Share Program, for a total of a maximum of 140,000 ordinary shares including dividend compensation. A maximum of 45,000 ordinary shares may be acquired and transferred to cover social security costs.

Moreover, the Board proposes that the Annual General Meeting resolve on the transfer of acquired own ordinary shares for participants in the 2008 Share Match Program and the 2008 Performance Share Program.

Only repurchased shares in the Company may be transferred, including dividend compensation, to the participants in the share programs, whereby a maximum of 45,000 (39,000 + 6,000) ordinary shares may be transferred to participants in the 2008 Share Match Program and a maximum of 95,000 (83,000 + 12,000) ordinary shares may be transferred to participants in the 2008 Performance Share Program, for a total of a maximum of 140,000 ordinary shares. The right to acquire shares shall be granted to persons within the JM Group who are covered by the terms and conditions of the 2008 Share Match Program and 2008 Performance Share Program.

Transfer of ordinary shares shall take place during the period, and in accordance with the other terms and conditions, for which participants in the 2008 Share Match Program and the 2008 Performance Share Program are entitled to acquire shares. The purchase price, as well as the number of shares that may be acquired, will be recalculated in the event of any intervening bonus issue, split, preference issue and/or other similar events.

The Board's complete proposal will be available at JM AB's headquarters, Legal Affairs and Development, Telegrafgatan 4, Solna and on JM's website www.jm.se, as of March 26, 2008.