The meeting resolved in accordance with the proposal.

Transcription

1 TRANSLATION OF THE ORIGINAL SWEDISH TEXT Minutes recorded at the AGM for JM AB in Solna Wednesday, April 28, Chairman and recording secretary Chairman of the Board Lars Lundquist called the meeting to order. Lars-Åke Bokenberger (AMF Pension) announced, that the Nomination Committee, for which he served as chairman, consisted of KG Lindvall (Swedbank Robur Funds), Anders Algotsson (AFA Pension), Per-Erik Mohlin (SEB Fonder/SEB Trygg Liv) and Chairman of the Board Lars Lundquist. The Nomination Committee proposed that Lars Lundquist should be appointed chairman of the meeting. Lars Lundquist informed the meeting that the Swedish Code of Corporate Governance requires the minutes from the Annual General Meeting to be posted on the JM website. Since the minutes may record questions, motions and reservations from shareholders, including the name of the shareholder who made the contribution, Lars Lundquist proposed that the AGM resolve that anyone who makes contributions at the general meeting may be considered to have provided consent to treatment of data under the Swedish Personal Data Act, unless the shareholder in question explicitly states that such consent is not provided. The meeting resolved in accordance with the proposal. Lars Lundquist assigned the task of recording the minutes at the meeting to Urban Lilja, JM s Chief Legal Advisor. 2. Voting list The voting list, appendix 1, was drawn up and approved. The final voting list included 40,055,009 shares and votes. Meeting participants included shareholders in accordance with appendix 1, board members Elisabet Annell, Anders Narvinger, Åsa Söderström Jerring, Torbjörn Torell and employee representatives Jonatan Sundelin, Johan Wegin, Peter Skogert and Stefan Brodén as well as authorized auditors Ingemar Rindstig and Jonas Svensson. Specially invited guests were also present. 3. Persons to verify the minutes In addition to the chairman, Annika Andersson, representative of the Fourth National Swedish Pension Fund, and Jan Särlvik, representative of Nordea Funds, were appointed to verify the minutes.

2 2 4. Notice of General Meeting Urban Lilja explained the procedure for the notice of the general meeting. According to the Companies Act and the corporate by-laws the Notice of Annual General Meeting must be published no earlier than six weeks and no later than four weeks before the meeting. Notice will be issued through advertisement in Post- och Inrikes Tidningar (the Swedish Official Gazette) and the daily newspapers, Svenska Dagbladet or Dagens Nyheter or Dagens Industri. The AGM notice was published in Post- och Inrikes Tidningar and Svenska Dagbladet on Tuesday, March 30, 2010 and was posted on the JM website that same day in both Swedish and English. The general meeting was declared duly convened. 5. 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 since the 2009 Annual General Meeting. The President s report on the business during 2009 as well as the result for the first quarter of 2010, presentation of the annual report and the auditors report, as well as the consolidated accounts and the auditors report on the consolidated accounts Lars Lundquist explains how the board operates. He then reported, in his capacity as Chairman of the Compensation Committee and Investment Committee, on the work in these committees. Elisabet Annell, Chairman of the Audit committee, presented an account of the work done in this committee. With reference to the 2009 annual report, appendix 2, President Johan Skoglund reported on the company s operations over the past year and presented a summary of the annual report. Johan Skoglund also explained the results of the first quarter of Johan Skoglund s speech was followed by a question and answer session between the President and meeting participants. Authorized public accountant Ingemar Rindstig, Ernst & Young AB, presented his report on audit work in 2009 and the auditors report, appendix 3. The meeting found that the annual report and consolidated accounts as well as the audit report and auditors report on the consolidated accounts were presented. 7. Adoption of the income statement, balance sheet, consolidated income statement and consolidated balance sheet The meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet

3 in accordance with the proposal from the Board of Directors and the President, and at the recommendation of the auditors Allocation of profits The meeting resolved in accordance with the proposal of the Board of Directors and the President, which was supported by the auditors, that the available profits in accordance with the balance sheet, SEK 1,818,337,003, including this year s reported profit, SEK 141,059,101 be allocated as follows: a) to shareholders: SEK 2:50 per share SEK 208,042,208 b) to be carried forward SEK 1,610,294,795 Total SEK 1,818,337, Dividend record date The meeting resolved that the record date for payment shall be May 3, Discharge from liability The meeting resolved to that the Directors and the CEO were discharged of liability for their administration during the 2009 financial year; it was duly noted that neither the CEO nor those directors who were present participated in passing the resolution. 11. Number of directors elected by the AGM Lars-Åke Bokenberger announced that the Nomination Committee recommends election of seven ordinary directors. The meeting resolved in accordance with the Nomination Committee proposal that the Board of Directors shall consist of seven ordinary directors as well as employee representatives. 12. Remuneration to directors on the Board and committees Lars-Åke Bokenberger stated that the Nomination Committee recommended that remuneration for work on the Board of Directors and on the committees remain unchanged for the mandate period. Thus the Chairman of the Board will be paid SEK 590,000 and regular board members who are not employed by the company will be paid SEK 260,000. Moreover, the Nomination Committee proposed the following fees for Directors on committees who are not employed by the Company: The chairman of the Audit Committee will receive SEK 110,000, directors on the Audit Committee will each receive SEK 80,000 and Directors on the

4 4 Remuneration and Investment Committees, including the chairpersons, will each receive SEK 55,000. proposal. 13. Remuneration to auditors Lars-Åke Bokenberger stated that Nomination Committee proposed that the auditors fees be paid as per invoices issued by the auditing company and approved by JM AB. proposal. 14. Proposal for Directors Lars-Åke Bokenberger stated that the Nomination Committee has received a report from the Chairman of the Board on how work is conducted on the Board of Directors as a whole and in the committees. The Committee has also had access to a written evaluation of the Board. The Nomination Committee members were favorably impressed by the engagement and expertise of the Directors. The Committee proposes that Lars Lundquist be re-elected Chairman of the Board. Further, the committee proposes re-election of directors Elisabet Annell, Åsa Söderström Jerring, Anders Narvinger, Torbjörn Torell and Johan Skoglund. In order to strengthen the expertise of the Board in fields such as branding strategy, the Nomination Committee proposes election of Kia Orback Pettersson. Kia Orback Pettersson has a degree in business, was born in 1959 and is a partner in Konceptverkstan. She holds the following other board positions: chairman of the board for NAI Svefa AB and Ponderus Invest AB; board member of Forsen Projekt AB, Hemtex AB, Jernhusen AB, Tengbomgruppen AB and Ticket Travel AB. 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 relating to the Directors expertise, experience and background. Lars-Åke Bokenberger concluded that the aforementioned circumstances constitute justification for the Nomination Committee in accordance with 2.7 of the Swedish Code of Corporate Governance. Lars-Åke Bokenberger stated that with the exception of Johan Skoglund, all of the Directors proposed by the Nomination Committee are to be considered, according to the Nomination Committee, as independent in relation to the company, its senior management and to the company s major shareholders in accordance with the definition in the Code.

5 15. Election of Directors 5 proposal and elected Lars Lundquist to be Chairman of the Board and Elisabet Annell, Anders Narvinger, Åsa Söderström Jerring, Kia Orback Pettersson, Torbjörn Torell and Johan Skoglund to serve as directors. Lars Lundquist stated that personnel organizations appointed Jonatan Sundelin and Johan Wegin to serve as employee representatives, as well as Peter Skogert and Stefan Brodén to serve as deputies. 16. Instructions for the Nomination Committee Lars-Åke Bokenberger stated that the Nomination Committee proposed that the meeting adopt a revised version of the instructions adopted at last year s AGM and briefly explained the contents. The revised instructions have been accessible on JM s website since March 30, 2010 and the AGM participants also received a copy as they entered the general meeting, appendix 4. They were also summarized in the notice to attend this meeting. proposal to adopt the revised instructions for the Nomination Committee. 17. Guidelines for salaries and other remuneration to senior executives Lars Lundquist presented the Board s proposal for guidelines for salaries and other remuneration to senior executives in the company. The proposal was presented in the notice to attend the general meeting and is included with the Auditors statement on the proposal in the material meeting participants received when entering the meeting, appendices 5-6. The meeting resolved to approve the motion with the necessary majority in accordance with the Board of Directors proposal. 18. Motion for JM Convertibles 2010/2014 and JM Warrants 2010/2014 Lars Lundquist presented the Board s proposal for a convertible program aimed at all employees in the JM Group in Sweden and a warrant program aimed at all employees in the JM Group outside Sweden. The main content of the Board s proposal with respect to JM Convertibles 2010/2014 and JM Warrants 2010/2014 was presented in the notice to attend the general meeting. The complete proposal, which was approved on March 15, 2010, was publicized in a press release on that day and posted on the JM website. It has also been available at JM and is included in the materials that meeting participants received when entering the meeting, appendices 7-8. The general meeting found that the Board of Directors proposal was duly presented and resolved in favor of it with the necessary majority.

6 19. Motion to amend 8 paragraph 2 of the Articles of Association with respect to procedures for convening general meetings. Lars Lundquist presented the Board s proposal to amend 8 paragraph 2 of the Articles of Association with respect to procedures for convening general meetings. The reason for the proposal is to adapt the Articles of Association to a new rule in the Swedish Companies Act, which is expected to come into force prior to the 2011 AGM. Current wording: Notice will be issued through advertisement in Post- och Inrikes Tidningar (the Swedish Official Gazette) and Svenska Dagbladet or, in the event that the daily newspaper, Svenska Dagbladet is no longer a daily national newspaper, Dagens Nyheter or, in the event that neither Svenska Dagbladet nor Dagens Nyheter are daily national newspapers, Dagens Industri. Proposed wording: Notice will be issued through publication in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company s website. An advertisement to the effect that notice has been given in this manner will be published in Svenska Dagbladet, or in the event that Svenska Dagbladet is no longer a daily national newspaper, Dagens Nyheter or, in the event that neither Svenska Dagbladet nor Dagens Nyheter are daily national newspapers, Dagens Industri. The Board of Directors proposes that the AGM s decision on the amendment to the Company s Articles of Association will be made conditional on the change in means used to give notice of General Meetings laid down in the Swedish Companies Act (SFS 2005:551) having come into effect, which would mean that the proposed wording of 8 paragraph 2 of the Articles of Association would be in accordance with the Swedish Companies Act. Moreover, the Board of Directors proposes that the CEO be authorized to make any minor adjustments to the decision as may be required in order for the Articles of Association to be able to be registered by the Swedish Companies Registration Office. The meeting resolved in accordance with the Board s proposal. 6 The chairman subsequently declared the AGM adjourned. Minutes taken by: Approved by: Urban Lilja Lars Lundquist Annika Andersson Jan Särlvik