Lars Lundquist assigned the recording of the minutes of the meeting to Maria Bäckman, JM's General Counsel.

Transcription

1 TRANSLATION OF THE ORIGINAL SWEDISH Minutes of the Annual General Meeting of JM AB in Solna Thursday 25 April Call to order and election of chairperson The meeting was opened by Chair of the Board Lars Lundquist. Lars-Åke Bokenberger (AMF) reported that the nomination committee, of which he is a director and chair, otherwise consists of Björn Franzon (Swedbank Robur fonder), Anders Algotsson (AFA Försäkring), Jan Särlvik (Nordea fonder) and Chair of the Board Lars Lundquist. The shareholders represented by the Nomination Committee own 33 percent of the shares and with it the same proportion of votes in JM AB. On the proposal of the nomination committee, Lars Lundquist was appointed chair of the AGM. Lars Lundquist notified the meeting that the minutes from the AGM would be made available on the JM website in accordance with the Swedish Code of Corporate Governance (the Code). As questions, motions and reservations from shareholders may be noted in the minutes, including the name of the shareholder who made the contribution, Lars Lundquist proposed that the AGM resolve that anyone who makes contributions at the meeting be deemed to have consented to such details being subject to the Swedish Data Protection Act, unless the shareholder concerned expressly states that such consent is not forthcoming. The meeting resolved in favor of the proposal. Lars Lundquist assigned the recording of the minutes of the meeting to Maria Bäckman, JM's General Counsel. 2. Preparation and approval of voting list Electoral roll, appendix 2.1 here attached, was hereby drawn up and approved. The final electoral roll consisted of 42,672,737 shares and votes. The meeting was attended by the shareholders listed in appendix 2.1, Board directors Elisabet Annell Åhlund, Johan Bergman, Anders Narvinger, Kia Orback Pettersson, Åsa Söderström Jerring, employee representatives Thomas Mattsson, Peter Skogert, Jan Strömberg and Johan Wegin, and authorized accountants Lars Träff and Jonas Svensson. It was noted that the JM Board, in accordance with Section 10 of the Articles of Association, had invited a number of guests to attend the meeting. These were mainly employees of the JM Group who did not have the right to speak or vote at the meeting.

2 2 3. Election of two people to check the minutes Along with the chair, Marcus Nyström, representing Heirloom Asset Management AB and Arne Lööw, representing Fjärde AP-fonden, were appointed to verify the minutes. 4. Determination of whether the meeting has been duly convened Maria Bäckman explained the procedure for notice of the AGM. According to the Companies Act and the Articles of Association, notice of the Annual General Meeting must be published no earlier than six weeks and no later than four weeks before the meeting. Notice to convene general meetings of shareholders shall be announced in Post- och Inrikes Tidningar (Swedish Official Gazette) and on the company's website. That notice has been published is to be announced in Svenska Dagbladet, Dagens Nyheter or Dagens Industri. According to the rules for companies on the NASDAQ OMX Stockholm, notice to attend should also be publicized via a press release before it is published in a newspaper and on the JM website. Notice to attend today's meeting was published in Post- och Inrikes Tidningar on 27 March this year and on the JM website in both Swedish and English. That notice had been so published, was announced in Svenska Dagbladet on that same date. Notice to attend was publicized in accordance with NASDAQ OMX rules via a press release on 25 March this year. The meeting resolved that notice was made in accordance with the rules and regulations of the Companies Act and the Articles of Association. 5. Approval of the agenda The meeting resolved to approve the agenda set out in the AGM notice. 6. The chairman of the Board's report on the work of the Board and committees since the 2012 Annual General Meeting. The CEO s report on the business during 2012 as well as the result for the first quarter of 2013, presentation of the annual report and the auditors report, as well as the consolidated accounts and the auditors report on the consolidated accounts, and resolutions concerning adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. Lars Lundquist explained how the Board operates. He then reported, in his capacity as chair of the Remuneration Committee and Investment Committee, on the work in these committees. Elisabet Annell Åhlund, chair of the audit committee, presented an account of the work done in this committee. Based on the annual report for 2012, appendix 6.1 here attached, CEO Johan Skoglund reported on the company's operations over the past year including a summary of the contents of the annual report. Johan Skoglund also presented the interim figures for the first quarter Skoglund s speech was followed by a question and answer session between the CEO and meeting participants.

3 3 Authorized accountant Lars Träff, Ernst & Young AB, reported on both the audit work in 2012 and the auditors' report, appendix 6.2 here attached. The meeting resolved that the annual report and consolidated accounts and the auditors' report on the consolidated accounts be presented, and resolved that the income statement and balance sheet and consolidated income statement and consolidated balance sheet be approved in accordance with the proposal of the Board and CEO, which was supported by the auditors. 7. Resolution about allocation of the company s profit The meeting resolved in accordance with the proposal of the Board and CEO, which was supported by the auditors, that the available profits, SEK 3,050,508,273, including this year's reported profit of SEK 659,154,166, be allocated as follows: a) to shareholders a dividend of: b) to be carried forward to new account SEK 6.75 per share SEK 542,425,997 SEK 2,508,082,276 Total SEK 3,050,508,273 It was recorded that the Board's proposal was in accordance with Chapter 18 Section 4 of the Companies Act for the proposed dividend. The meeting resolved that the record date for payment shall be 30 April Resolution concerning discharge of the directors and the CEO from liability to discharge the directors of the Board and CEO from liability for their administration during 2012, as this was supported by the auditors. It was noted that the CEO and Board directors in attendance did not take part in the decision. 9. Resolution concerning the number of directors proposed the election of eight ordinary directors. in accordance with the nomination committee's proposal, that the Board shall comprise eight ordinary directors plus employee representatives. 10. Determination of remuneration to the Board of Directors proposed that remuneration for work on the Board and on committees

4 4 performed during the mandate period should be increased by a total of SEK 110,000, disregarding the addition of an additional director. The chair of the Board would therefore be paid a fee of SEK 700,000 and ordinary directors not employed by the company SEK 300,000. The Nomination Committee further proposed that the fee for directors who are not employed by the company receive remuneration for work on committees as follows: Chair of the Audit Committee SEK 120,000, directors of the Audit Committee SEK 90,000 each, chair of the Investment Committee SEK 80,000, directors of the Investment Committee SEK 60,000 each and directors, including the chair, of the Remuneration Committee SEK 60,000. to adopt the nomination committee's proposal. 11. Adoption of remuneration to the auditors proposed remuneration to the auditors should be payable as per audit fees issued by the auditing company and approved by JM AB. to adopt the nomination committee's proposal. 12. Election of chairman of the Board and other directors. had received a report from the chair on how work had been performed by the Board and in committees. The Nomination Committee had also read the Board's evaluation report. This has given the Nomination Committee a favorable picture of the commitment and expertise of the directors of the Board. The Nomination Committee proposed the re-election of Lars Lundquist as chair of the Board. The Nomination Committee also proposed the reelection of directors Johan Bergman, Anders Narvinger, Kia Orback Pettersson, Åsa Söderström Jerring and Johan Skoglund. Director Elisabet Annell Åhlund is not seeking re-election. The Nomination Committee proposed the election of Kaj-Gustaf Bergh and Eva Nygren. Kaj-Gustaf Bergh, B.Sc. (Econ.), LL.M., is 57 years old and a Finnish citizen. Kaj-Gustaf Bergh has worked 15 years at Gyllenberg and SEB, and is currently the CEO at Föreningen Konstsamfundet RF. Eva Nygren is 57 years old and an architect. Eva Nygren worked at VAB AB for 15 years in various positions, 13 years in various positions in the SWECO Group, and has been the president and CEO for the Rejler Group since The Nomination Committee believes that the composition of the proposed Board, considering the company s operations, phase of development and conditions in general, is appropriate for the purpose, characterized by diversity and breadth with respect to the expertise, experience and background of the directors. Lars-Åke Bokenberger concluded that the aforementioned circumstances constituted the nomination committee s justification in accordance with 2.7 of the Code.

5 5 Lars-Åke Bokenberger announced that, in the assessment of the nomination committee, all the proposed candidates, with the exception of Johan Skoglund, could be deemed to be independent of both the company and the company's executive management. All the proposed candidates, including Johan Skoglund, are, in the view of the nomination committee, independent in relation to the company's larger shareholders as defined in the Code. The meeting resolved with the required majority, however not unanimously, in accordance with the nomination committee's proposal and elected Lars Lundquist as chair of the Board and Kaj-Gustaf Bergh, Johan Bergman, Anders Narvinger, Eva Nygren, Kia Orback Pettersson, Åsa Söderström Jerring and Johan Skoglund as directors. Lars Lundquist announced that the relevant employee organizations had appointed Peter Skogert and Johan Wegin as employee representatives and as deputies Thomas Mattsson and Jan Strömberg. 13. Election of auditors Lars-Åke Bokenberger announced that the mandate period for the company's current auditors, Ernst & Young AB, expired at the end of the Annual General Meeting. The Audit Committee notified the Nomination Committee that it had performed an assessment and in so doing had concluded that the Ernst & Young AB audit had been performed efficiently. The Nomination Committee therefore proposed the re-election of Ernst & Young AB as auditors. As legally required, the mandate period should run until the end of the next AGM. in accordance with the nomination committee's proposal, and elected Ernst & Young AB as auditors until the end of next year's AGM. 14. Resolution on adopting instructions to the nomination committee. proposed that the AGM adopt the instructions for the Nomination Committee that were adopted by the 2012 AGM. Lars-Åke Bokenberger then presented the content of these instructions in brief and reported that the instructions had been available on the JM website since 27 March this year and that the meeting participants had been given a set of these instructions on arrival at the meeting. in accordance with the nomination committee's proposal and adopted the instructions to the Nomination Committee in accordance with appendix 14 here attached. 15. Resolutions on guidelines for salary and other remuneration to senior executives Lars Lundquist presented the Board's proposal on guidelines for salary and other remuneration to senior executives of the company in accordance with appendix 15.1 here attached. The proposal had been presented in the notice to attend the AGM and was included, along with the auditors' comments on how the guidelines resolved on at the 2012 AGM have been

6 6 followed, in appendix 15.2 here attached, in the documentation meeting participants received on arrival at the meeting. in accordance with the Board's proposal in appendix Resolution on authorization for the Board to resolve on the acquisition of ordinary shares in JM AB on a regulated market Lars Lundquist presented the Board's proposal to the AGM on authorization for the Board of Directors to resolve on the acquisition of ordinary shares in JM. This proposal had been presented in the notice to attend the meeting and was included, along with the Board's comments in accordance with Chapter 19 Section 22 of the Companies Act, in the documentation meeting participants received on arrival at the meeting, appendices 16.1 and16.2 here attached. in accordance with the proposal in appendix Resolution on JM Convertibles 2013/2017 and JM Warrants 2013/2017 Lars Lundquist presented the Board's proposal on both the convertibles program aimed at all employees of the JM Group in Sweden and the warrants program aimed at all employees of the JM Group outside Sweden. The Board's proposal related to JM Convertibles 2013/2017 and JM Warrants 2013/2017 had been largely presented in the notice to attend the AGM. The proposal in its entirety has been available on JM's website since 3 April The proposal was also included in the documentation meeting participants received on arrival at the meeting, appendix 17.1 here attached. in accordance with the Board's proposal in appendix Resolution on reduction in the company s share capital by eliminating its own ordinary shares Lars Lundquist presented the Board's proposal to the AGM regarding the reduction in the company s share capital by eliminating its own ordinary shares. This proposal had been presented in the notice to attend the meeting and was included in the documentation meeting participants received on arrival at the meeting, appendix 18.1 here attached. The meeting resolved by the required majority in accordance with the proposal in appendix Resolution to amend Sections 3, 4 and 6 in the Articles of Association Lars Lundquist presented the Board's proposal to amend Sections 3, 4 and 6 in the Articles of Association. The proposed amendments to Sections 3 and 4 are required to enable the reduction in share capital that the meeting resolved upon according to point 18. The reason underlying the proposed

7 7 amendment in Section 6 involves better adapting the Articles of Association to the company's current circumstances. Lars Lundquist reported that the proposal had been included in the notice to attend and that meeting participants had received the proposal on arrival at the meeting, in accordance with appendix 19.1 here attached. in accordance with the Board's proposal in appendix AGM concluded Lars Lundquist thereafter declared that the Annual General Meeting was concluded. ******************* Minutes taken by: Verified by: Maria Bäckman Lars Lundquist Marcus Nyström Arne Lööw