Notice of annual general meeting

The shareholders of JM AB are hereby invited to attend the Annual General Meeting to be held at 4 pm. on Thursday, 28 April 2005 at JM’s head office, Telegrafgatan 4, Solna, Sweden.

NOTIFICATION Shareholders who wish to participate in the Meeting must (i) be entered in the register of shareholders kept by VPC AB by Monday, 18 April 2005, (ii) notify the Company of their intention to participate by 4 p.m. on Friday, 22 April 2005, through one of the following channels: Mail: JM AB, SE-169 82 Stockholm Telephone: +468 782 87 00 Fax: +46 8 782 86 12 E-mail: maylis.ahlstedt@jm.se Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the Meeting, request that their shares be temporarily registered in their own name, so that they are entered in the register of shareholders by Monday, 18 April 2005. Admission cards to the Annual General Meeting will not be sent out. BUSINESS OF THE MEETING 1. Opening of the Meeting and election of the Chairman. 2. Drawing up and approval of the voting list. 3. Election of two persons to attest to the accuracy of the minutes. 4. A decision on whether proper notice of the Meeting has been made. 5. Approval of the agenda for the Meeting. 6. The Chairman of the Board’s report on the work of the Board since the 2004 Annual General Meeting. The President’s report on the Company’s operations in 2004, presentation of the annual report and the auditors’ report and the consolidated financial statements and consolidated auditors’ report. 7. Decision on adoption of the income statement and balance sheet and the consolidated income statement and balance sheet. 8. Decision on disposition of the Company’s profit. 9. Decision on a record date for dividends. 10. Decision on discharge from liability for the Board of Directors and the President. 11. Decision on the number of Board members. 12. Determination of fees to be paid to the Board of Directors. 13. Determination of fees to be paid to the auditors. 14. Proposals for members of the Board with information about the proposed candidates’ assignments in other companies. 15. Election of members of the Board. 16. Proposal for decision on a Nomination Committee. 17. Proposal for decisions on (i) a reduction of the company’s share capital through redemption of ordinary shares, (ii) amendment to the articles of association (iii) new issue of class C shares and (iv) reduction of the Company’s share capital through redemption of class C shares. Proposals for decision: Items 8 and 9. The Board of Directors proposes that a dividend be paid to shareholders of SEK 7 per share. The proposed record date is Tuesday, 3 May 2005. Provided the Annual General Meeting decides in accordance with the proposal, dividends are expected to be paid through VPC on Monday, 9 May 2005. Items 11 - 12 and 14 – 16. The Nomination Committee has comprised Mats Tunér (SEB Fonder), Chairman, Anders Algotsson (AFA), Ramsay Brufer, (Alecta), K G Lindvall (Robur) and the Chairman of the Board Per Westlund. Per Westlund has not taken part in the nomination work, preparation of the proposal for fees or the proposal for formation of a new Nomination Committee. The remaining members of the Nomination Committee, who have the support of approximately 30% of the number of votes for all the shares in the company, propose the following: Item 11. 8 members. Item 12. A fee to the Chairman of SEK 500,000 and to board members who are not employed by the company SEK 225,000, in addition to fees for work within the Investment, Compensation and Audit committees totalling SEK 300,000 to be divided between the members of these committees. The total compensation to the Board thus represents an increase of approximately 12 % from SEK 1,925,000 to SEK 2,150,000. Item 13. Fees to auditors according to statement of account. Items 14 and 15. Re-election of Board members Elisabet Annell, Bengt Larsson, Berthold Lindqvist, Johan Skoglund and Torbjörn Torell and new election of Jens Engwall, president and board member of the property company Kungsleden AB and member of the boards of Fast Partner AB and Vasallen AB, Eva-Britt Gustafsson, president of the credit market company Venantius AB and Chairman of the board of Specialfastigheter Sverige AB and member of the board of AP6 and Euler-Hermes Scandinavia Kreditförsäkring AB, and Lars Lundquist, who until year end 2004 was Chief Financial Officer (CFO) and executive vice president of SEB and who is chairman of the board of ERIKA Försäkrings AB and a member of the board of Gamla Livförsäkrings AB SEB Trygg Liv. Present board members Björn Björnsson, Lennart Sundén and Per Westlund are not standing for re-election. The Nomination Committee proposes that the Annual General Meeting appoints Lars Lundqvist to be the Chairman of the Board. Item 16. The Nomination Committee proposes, that a Nomination Committee be formed by the four largest shareholders, who wish to participate, at least six months prior to the Annual General Meeting each appointing their representative, who may not be a member of the Company’s Board. The Chairman of the Board shall be the convener for the first meeting. . The Chairman of the Nomination Committee shall be the member who represents the largest shareholder, unless otherwise agreed by the members. The Nomination Committee’s mandate period extends until a new Nomination Committee has been appointed. As soon as the Nomination Committee is appointed this shall be announced, however, no later than the date of publication of the Company’s report for the third quarter. If during the Nomination Committee’s mandate period one or more of the shareholders who appointed members of the Nomination Committee is no longer among the four largest shareholders in terms of number of votes, members appointed by such shareholders shall make their places are available and the shareholder(s) which is now among the four largest shareholders shall be entitled to appoint its/their representative(s). Should any of the additional shareholders refrain from appointing a representative, it will fall on the next largest shareholder so that four shareholders each appoint a representative. The composition of the Nomination Committee shall not be changed, however, any later than two months prior to the Annual General Meeting. A shareholder who has appointed a representative as a member of the Nomination Committee is entitled to dismiss such member and appoint a new representative as a member of the Nomination Committee. Changes in the composition of the Nomination Committee must be announced as soon as these take place. The Nomination Committee shall draft and present proposals to the Annual General Meeting regarding: -the Chairman of the Annual General Meeting -number of board members -election of the Chairman of the Board and other members of the Board -fees to board members divided between the Chairman and other members as well as any compensation for committee work -election of auditors (where appropriate) and fees to auditors -the Nomination Committee ahead of the 2007 Annual General Meeting The Nomination Committee shall in connection with its assignment in all other respects carry out the duties incumbent upon the Nomination Committee according to the corporate governance code. The Company shall, at the request of the Nomination Committee, make employee resources such as a secretarial function available to the Nomination Committee in order to facilitate the work of the Nomination Committee. Where required, the Company shall also meet reasonable costs for external consultants which the Nomination Committee considers necessary in order for the Nomination Committee to complete its assignment. Item 17. (i) The Company’s strong balance sheet, good cash flows and completed sales of residential and commercial properties provide scope for a major transfer of capital to shareholders. The Board has therefore decided at this year’s Annual General Meeting to propose a distribution to the Company’s shareholders through a redemption programme of approximately SEK 1 billion, which means that the share capital will be reduced by a maximum of SEK 18,710,272 through redemption of a maximum of 4,677,568 ordinary shares in the Company. The record date for determination of entitlement to receive redemption rights is proposed as Tuesday, 3 May 2005. (ii) As part of the redemption programme and to enable expeditious payment to shareholders, the Board proposes an amendment to the articles of association, Section 4, whereby the highest number of class C shares that can be issued is changed from 3,324,100 to 4,677,568. (ii) As part of the redemption programme and in order to enable expeditious payment to shareholders, the Board proposes a directed new issue to Carnegie Investment Bank AB (publ) of a maximum of 4,677,568 redeemable class C shares, which will be subscribed at a nominal amount, SEK 18,710,272. As reason for deviation from shareholders’ pre-emption rights the following is stated. The decision according to item (i) above can be executed without the delay that would result from obtaining the permission of the court, if the company at the same time through a new issue is provided with an amount matching the reduction amount. (iv) A reduction of the share capital by a maximum of SEK 18,710,272, (the reduction amount) through redemption of a maximum of 4,677,568 class C shares at the same time as an amount matching the reduction amount is placed in a statutory reserve. The purpose of the reduction is repayment to shareholders in accordance with (iii) above. All decisions are subject to the Annual General Meeting deciding in accordance with each and every one of the Board’s proposals (i), (ii), (iii) and (iv). The Board’s complete proposals for decision will be available no later than 21 April 2005 at JM AB’s head office, Legal Affairs and Development, Telegrafgatan 4, Solna, Sweden. Stockholm, March 2005 Board of Directors, JM AB