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Annual General Meeting — JM AB

Press release 3/26/2020 6:40 PM

The Annual General Meeting (AGM) of shareholders of JM AB met on March 26, 2020 and adopted all of the proposals of the Board of Directors and the Nomination Committee.

The AGM approved the Income Statement, the Balance Sheet, the Consolidated Income Statement and the Consolidated Balance Sheet. The AGM resolved to pay a dividend of SEK 6.25 per share. The record date for payment is Monday, March 30, 2020. Euroclear Sweden AB will send the dividend on Thursday, April 2, 2020. The AGM resolved to discharge the Board members and the CEO from liability.
Board members and fees
The AGM resolved that the Board will have eight Members. The AGM resolved to re-elect Fredrik Persson as Chair of Board and Kaj-Gustaf Bergh, Kerstin Gillsbro, Olav Line, Eva Nygren, Thomas Thuresson and Annica Ånäs as Board Members. The AGM resolved to elect Camilla Krogh.

Remuneration to the Chairperson for work on the Board will remain at SEK 840,000 and remuneration to Members will remain at SEK 335,000.

Committee fees
Remuneration to Members for work on committees will remain as follows:

Chairperson of the Audit Committee: SEK 125,000.
Members on the Audit Committee: SEK 95,000.
Chairperson of the Compensation Committee: SEK 65,000.
Members on the Compensation Committee: SEK 65,000.
Chairperson of the Investment Committee: SEK 100,000.
Members on the Investment Committee: SEK 75,000.

 

The proposed remuneration for eight paid Members amounts to SEK 3,945,000 (, including remuneration for work on

committees.

Election of auditors
The AGM resolved to re-elect PricewaterhouseCoopers AB as auditing company. In accordance with Swedish law, the term of service runs until the end of the 2021 Annual General Meeting.
Guidelines for compensation
The AGM approved the proposed guidelines for compensation to senior executives.

Convertible program
The AGM resolved that JM shall raise a debenture loan with a maximum nominal value of SEK 230,000,000 by issuing a maximum of 645,000 convertibles aimed at all employees in Sweden. The convertibles’ issue price shall correspond to the nominal amount. It shall 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 Nasdaq Stockholm AB for the period extending from March 27, 2020 to April 09, 2020. Conversion may commence on June 1, 2023 through April 24, 2024, with the exclusion of the period January 1 through the record date for dividends each year, or if the Annual General Meeting should not resolve on a dividend during a year, the third business day after the AGM. In the event of full participation in the offer as well as full conversion, JM’s share capital could increase by a maximum of SEK 645,000, through the issue of a maximum of 645,000 ordinary shares, each with a quota value of SEK 1. This corresponds to dilution of about 0.92 percent of the share capital and votes in JM.
The term of the convertibles will begin on May 28, 2020, and fall due for payment on May 27, 2024, insofar as conversion has not already been undertaken. The interest rate is annual and based in part on the conversion rate and the calculated market value for the convertibles at issuance.
The AGM resolved that the terms for the convertible program will otherwise be in accordance with the proposal from the Board of Directors.

Amendment to the Articles of Association
The AGM resolved to change section 1, section 8, third paragraph, and section 11 of the Articles of Association in accordance with the following.

Current wording                                                             Proposed wording

Section 1 Company Section 1 CompanyCompany nameThe company company name is
nameThe Company’s JM AB. The Company is a public company (publ).
name is JM AB. The
Company is a public
company (publ).
Section 8 Notice to Section 8 Notice to conveneNotification of the AGM and
conveneNotification extraordinary general meetings in which a matter
of the AGM and concerning amendments to the Company’s Articles of
extraordinary Association will be dealt with must be issued at the
general meetings in earliest six weeks and at the latest four weeks before
which a matter the meeting. Notification to other extraordinary general
concerning meetings must be issued at the earliest six weeks and at
amendments to the the latest three weeks before the meeting.Notice to
Company’s Articles convene general meetings of shareholders must be
of Association will announced in Post- och Inrikes Tidningar (Swedish
be dealt with must Official Gazette) and on the Company’s website. An
be issued at the announcement that the notice has been issued must be
earliest six weeks published in the Svenska Dagbladet newspaper or, where
and at the latest Svenska Dagbladet does not have nationwide coverage, in
four weeks before the Dagens Nyheter newspaper, or, where neither Svenska
the meeting. Dagbladet nor Dagens Nyheter has nationwide coverage, in
Notification to the Dagens Industri newspaper. To participate in a
other extraordinary general meeting of shareholders, a shareholder must be
general meetings recorded in such transcript or other representation of
must be issued at the complete share register, regarding conditions five
the earliest six weekdays before the meeting, and must register with the
weeks and at the Company no later than the day stated in the notice
latest three weeks convening the meeting. This day may not be Sunday, a
before the Swedish public holiday, Saturday, Midsummer’s Eve,
meeting.Notice to Christmas Eve, or New Year’s Eve and may not occur
convene general earlier than on the fifth weekday before the meeting.
meetings of
shareholders must
be announced in
Post- och Inrikes
Tidningar (Swedish
Official Gazette)
and on the
Company’s website.
An announcement
that the notice has
been issued must be
published in the
Svenska Dagbladet
newspaper or, where
Svenska Dagbladet
does not have
nationwide
coverage, in the
Dagens Nyheter
newspaper, or,
where neither
Svenska Dagbladet
nor Dagens Nyheter
has nationwide
coverage, in the
Dagens Industri
newspaper.To
participate in a
general meeting of
shareholders, a
shareholder must be
recorded in such
transcript or other
representation of
the complete share
register, regarding
conditions five
weekdays before the
meeting, and report
this to the Company
no later than the
day stated in the
notice convening
the meeting. This
day may not be
Sunday, a Swedish
public holiday,
Saturday,
Midsummer’s Eve,
Christmas Eve, or
New Year’s Eve and
may not occur
earlier than on the
fifth weekday
before the meeting.
Section 11 Record Section 11 Record day provisionThe Company’s shares shall
day provisionThe be registered with a record day register in accordance
Company’s shares with the Central Securities Depositories and the
shall be registered Financial Instruments Accounts Act (1998:1479).
with a record day
register in
accordance with the
Financial
Instruments
Accounts Act
(1998:1479).

 

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 16 billion and the company has about 2,600 employees. JM is a public limited company listed on NASDAQ Stockholm, in the Large Cap segment. More information is available at www.jm.se/en.