Notice of annual general meeting

Shareholders of JM AB are hereby invited to attend the Annual General Meeting to be held at 4:00 pm on Thursday April 27, 2006 at JM’s head office, Telegrafgatan 4, Solna, Sweden.

NOTIFICATION Shareholders who wish to participate in the meeting must be entered in the register of shareholders maintained by VPC AB by Friday, April 21, 2006, and must have informed the Company of their intention to participate by 4:00 pm on Friday April 21, 2006, using one of the following channels: Mail: JM AB, SE-169 82 Stockholm, Sweden Telephone: +46 (0)8-782 87 00 Fax: +46 (0)8-782 86 12 E-mail: maylis.ahlstedt@jm.se In order to be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a nominee must request that their shares be temporarily registered in their own name by Friday April 21, 2006. Admission cards to the Annual General Meeting will not be sent out. BUSINESS OF THE MEETING 1. Opening of the Meeting and election of Chairman of the Meeting. 2. Preparation and approval of the voting list. 3. Election of two persons to check the minutes. 4. Determination of whether the Meeting has been duly convened. 5. Approval of the agenda. 6.The Chairman of the Board's report on the work of the Board since the 2005 Annual General Meeting. The President's report on the Company’s operations during 2005, presentation of the annual report and the auditors' report, as well as the consolidated accounts and the auditors' report on the consolidated accounts. 7. Resolution to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. 8.Resolution about disposition of the Company's profit. 9.Resolution on record date for dividends. 10. Resolution to discharge the Board of Directors and the President from liability. 11. Determination of the number of Directors. 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 Directors, with information on the proposed candidates’ assignments in other companies. 15. Election of Directors. 16. Proposal for resolution on Nomination Committee. 17. Motions for (i) reduction of the Company's share capital through redemption of ordinary shares, (ii) amendment of the Articles of Association, (iii) new share issue of class C shares and (iv) reduction of the Company's share capital through redemption of Class C shares. 18. Motion for (i) 4:1 share split and (II) amendment of Articles of Association. 19. Motion for resolution on amendment of the Articles of Association for adjustment to the new Companies Act (2005:551). Proposals for resolution: Item 1. The Nomination Committee has comprised K G Lindvall (Robur Fonder AB), Anders Algotsson (AFA Försäkringar), Mats Tunér (SEB Fonder) and Björn Franzon (Fourth Swedish National Pension Fund) and, following resolution by the Nomination Committee, Lars Lundquist, Chairman of the Board of JM AB. The Nomination Committee proposes that Lars Lundquist be appointed Chairman of the Meeting. Items 8 and 9. The Board of Directors proposes that a dividend be paid to shareholders of SEK 10 per share. The Board proposes a record date for the dividend of Wednesday, May 3, 2006. If the Annual General Meeting resolves to adopt the proposal the dividend will be sent by VPC on Monday May 8, 2006. Items 11 – 16. The Nomination Committee proposes the following: Item 11. Seven Directors. Item 12. Directors' fees Fee to the Chairman of SEK 500,000 (unchanged) and to regular Director who is not employed by the company SEK 225,000 (unchanged). Committee fees Fee to Director who is not employed by the Company as follows: The Chairman of the Audit Committee receives SEK 90,000. Directors on the Audit Committee (two persons) each receive SEK 60,000 and Directors, including chairmen, on the Compensation and Investment Committees (four persons) each receive SEK 45,000. The 2005 Annual General Meeting elected eight Directors and determined fees for a total of SEK 2,150,000, including remuneration for work on committees. Proposed fees for the 2006 Annual General Meeting pertaining to six paid Directors totals SEK 2,015,000, including remuneration for work on committees. This means an increase from SEK 300,000 to SEK 390,000 for work on committees, which the Nomination Committee believes is well justified considering the increased workload. Item 13. Auditors' fees shall be as per invoice issued by the auditing company and approved by JM AB. Items 14 and 15. Re-election of Directors Elisabet Annell (elected 2002), Eva-Britt Gustafsson (elected 2005), Bengt Larsson (elected 2004), Berthold Lindqvist (elected 2001), Lars Lundquist (elected 2005), Johan Skoglund (elected 2003) and Torbjörn Torell (elected 2004). Re-election of Lars Lundquist to Chairman of the Board. Information about all Directors proposed for re-election is included in the Nomination Committee's report which is available on JM AB's website www.jm.se under the tab Finansiellt – Bolagsstyrning. Item 16. The four largest shareholders, who wish to participate, shall appoint one representative each, who may not be a Director of the company, to form the Nomination Committee. The Chairman of the Board will be convener for the first meeting. The composition of the Nomination Committee shall be promptly announced. The Chairman of the Nomination Committee will be the member who represents the largest shareholder, unless the members agree otherwise. The mandate period of the Nomination Committee will continue until a new Nomination Committee is appointed. If during the mandate period of the Nomination Committee one or more of the shareholders who appointed members of the Nomination Committee no longer belong to the four largest shareholders in terms of voting rights, the members appointed by these shareholders will make their positions available and the shareholder(s) who have joined the four largest shareholders in terms of voting rights will appoint their representatives. Should any of the additional shareholders refrain from appointing a representative, the next largest shareholder shall be selected, so that four shareholders each appoint a representative. However, the composition of the Nomination Committee shall not change any later than two months before the AGM. Shareholders who appointed representatives to the Nomination Committee have the right to dismiss such members and appoint new representatives to the Nomination Committee. Changes in the composition of the Nomination Committee shall be announced as soon as they are made. The duties of the Nomination Committee and how the work was conducted between October 2005 and March 2006 can be seen in the Nomination Committee's report, which can be found on JM AB's website www.jm.se, under the tab Finansiellt – Bolagsstyrning. Item 17. (i) The strong balance sheet, good cash flow and implemented sales of residential and commercial properties will allow a large capital transfer to shareholders in addition to the regular dividend. The Board of Directors therefore resolved to recommend to the Annual General Meeting a distribution to the Company's shareholders through a redemption program of about SEK 1 billion, which entails a decrease in share capital of a maximum of SEK 9,870,552 through the redemption of a maximum of 2,467,638 ordinary shares (before the proposed share split below) in the Company. The record date for determination of entitlement to receive redemption rights is proposed as Wednesday, May 3, 2006. (ii) As part of the redemption program the Board recommends that § 3 of the Articles of Association be amended to state that the share capital may be a minimum of SEK 80,000,000 and a maximum of SEK 320,000,000. (iii) As part of the redemption program the Board proposes a directed share issue to Carnegie Investment Bank AB (publ) of a maximum of 2,467,638 redeemable shares (before the share split proposed below) of Class C shares, which will be subscribed to for a maximum of SEK 9,870,552. The following reasons are given for divergence from the shareholders’ preferential rights. The resolution according to point (i) above may be implemented without the delay associated with obtaining permission from the Swedish Companies Registration Office, in order for the company to receive simultaneously an amount equal to the amount of the reduction through a new share issue. (iv) The Board proposes a reduction of share capital by a maximum of SEK 9,870,552 (the reduction) through the redemption of a maximum of 2,467,638 shares (before the share split proposed below) of Class C shares at the same time that an amount equal to the reduction is transferred to the statutory reserve. The purpose of the reduction is to repay shareholders in accordance with (iii) above. All resolutions are subject to adoption by the AGM in accordance with each of the Board's proposals (i), (ii), (iii) and (iv). The Board's complete proposal will be available on April 11, 2006 at JM AB's headquarters, Legal Affairs and Development, Telegrafgatan 4, Solna, Sweden. Item 18. (i) Taking into account the price development of the JM share, the Board of Directors resolved to recommend to the Annual General Meeting a 4:1 share split, in which one share is replaced by four new shares of the same type. (ii) Consequently, the Board proposes that § 4 of the Articles of Association be amended to state a minimum number of shares of 80,000,000 and a maximum of 320,000,000, and to state that the maximum number of ordinary shares including Class C shares should be 320,000,000 shares. If the redemption offering is fully accepted according to item 17 and after the 4:1 split, the Company will have 88,834,968 ordinary shares and 9,870,552 Class C shares outstanding. The planned record date for the split is June 12, 2006. All resolutions are subject to resolutions by the AGM in accordance with each of the Board's proposals (i), and (ii). Item 19. The Board proposes that the Annual General Meeting resolve to amend the Articles of Association with the purpose of adapting the Articles of Association to the new Companies Act. The proposed amendments entail, in addition to changes of editorial nature, mainly the following: * § 4: The stipulation about the nominal value of the share shall be deleted and replaced by a stipulation about the minimum and maximum number of shares. The preferential rights of shareholders for a share issue are expanded from only encompassing the cash issue to also encompassing an offset share issue. Moreover, a paragraph shall be inserted to state that the shareholders' preferential rights shall also apply to the issue of warrants and convertibles. * § 5: Deletion of the stipulation for a one-year mandate for Directors. * § 8: The stipulation on notification of the general meeting shall be amended to state that notification shall take place through an announcement in the newspapers Post- och Inrikes Tidningar and Svenska Dagbladet or Dagens Nyheter or Dagens Industri. Moreover, the stipulation to be permitted to participate at the AGM shall be amended so that it can be seen that the record date for the right to participate at the Annual General Meeting is five weekdays before the Annual General Meeting. * § 10: The stipulation that every person entitled to vote may vote for the "full number of shares owned or represented by him, with no restrictions on voting rights" be deleted. A new § 10 shall be inserted stipulating that the Company's Board of Directors is entitled to resolve that someone who is not one of the Company's shareholders, subject to conditions determined by the Board, shall be entitled to attend or by some other means follow the proceedings at the Annual General Meeting. * § 11: The stipulation about the VPC registration clause shall be amended to make it consistent with the definition of a VPC-registered company according to chap. 1, § 10 of the new Swedish Companies Act. Stockholm, March 2006 Board of Directors