For the JM Incentive Program 2008/2012, the following conditions shall apply:

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1 1(8) The Board of Directors for proposes that the Annual General Meeting make a resolution regarding the issue and transfer of convertible debentures with a nominal value not higher than SEK 110,000,000 ( JM Convertibles 2008/2012 ) as well as the issue and transfer of not more than 85,000 warrants ( JM Warrants 2008/2012 ), referred to below as JM Incentive Program 2008/2012. The Board proposes that the Annual General Meeting resolve that ( Company ) shall raise a convertible debenture loan with a nominal value not higher than SEK 110,000,000 aimed at all employees in Sweden through the issue of not more than 540,000 convertibles, as well as through the issue of no more than 85,000 warrants aimed at all employees outside Sweden, transferable in accordance with what is below. The JM Incentive Program 2008/2012 will result in the Company s share capital, with full conversion of JM Convertibles 2008/2012 as well as full subscription with the support of JM Warrants 2008/2012, can increase by a maximum of SEK 625,000. The Board also proposes that a corresponding incentive program be taken up in 2009 (JM Incentive Program 2009/2013), 2010 (JM Incentive Program 2010/2014) and 2011 (JM Incentive Program 2011/2015). The implementation of the aforementioned incentive programs is conditional upon resolution by the Annual General Meeting for each respective year. Every JM Convertible 2008/2012 and JM Warrant 2008/2012 entitles the right to conversion of the respective subscriptions of one ordinary share in the Company, each share with a ratio value of SEK one (1), at a conversion price and subscription price equivalent to 125 percent of the ordinary shares in the Company on OMX Nordic Exchange s official notated price for the average most recent purchase price for the period April 30, 2008 through May 9, In the event there is no purchase price for any of the days in question, the final listed bid price shall be included in the calculation. Days without either purchase price or selling price shall not be included in the calculation. The conversion price and the subscription price in accordance with the above shall be rounded off to the closest whole kronor, whereby SEK 0.50 shall be rounded down. The conversion price as well as the subscription price cannot be lower than the share s ratio value.

2 2(8) For the JM Incentive Program 2008/2012, the following conditions shall apply: 1. The right to subscribe to JM Incentive Program 2008/2012 will be granted, with the exception of shareholders preferential rights, solely to AB Garantihus, corporate identification no , ( Subsidiary ), which is a wholly owned subsidiary of the Company, with rights and obligations for the Subsidiary, on market-based conditions, to offer employees within the JM Group in Sweden the right to acquire JM Convertibles 2008/2012, as well as employees within the JM Group outside Sweden the right to acquire JM Warrants 2008/2012. In regard to possible JM Convertibles 2008/2012 as well as JM Warrants 2008/2012, which are subscribed to by the Subsidiary and where there is a possible surplus after allocation, the Subsidiary shall have the right, on market-based conditions, to offer these to persons, who after the end of the subscription period, were employed in the JM Group. JM Incentive Program 2008/2012 shall be subscribed and paid for by the Subsidiary not later than June 11, 2008 in a bank account indicated by the Company. The Subsidiary has the right, for the purpose of facilitating administration of the offer, to transfer JM Incentive Program 2008/2012 to a banking institute or other third party, with rights and obligations for the banking institute or the third party to offer the JM Incentive Program 2008/2012 in the same way as the Subsidiary is obligated to do so in accordance with the above. 2. The offer to employees to acquire JM Convertibles 2008/2012 and JM Warrants 2008/2012 shall be made not later than May 19, 2008 involving the right for employees, as of May 21 through May 31, 2008, to enter into a binding subscription for the acquisition of JM Convertibles 2008/2012 and JM Warrants 2008/2012 from the Subsidiary. Payment for the JM Incentive Program 2008/2012 from employees shall be paid not later than June 23, 2008 to a bank account indicated by the Subsidiary.

3 3(8) The possible JM Convertibles 2008/2012 and JM Warrants 2008/2012 that are subscribed by the Subsidiary, and which after allocation in accordance with the below, there is a surplus, these shall be able to be offered, on equivalent conditions, to those people, who at a later time were employed in the JM Group, on the condition that such an offer can be submitted without costs and administrative efforts that significantly exceed the costs and administrative efforts for the initial offer. 3. JM Convertibles 2008/2012 shall be issued at a price equivalent to 100 percent of the nominal amount, equivalent to the conversion price. JM Warrants 2008/2012 shall be issued at a price that totals the value of the option right in accordance with the Black & Scholes-model, calculated based on the conditions during the measurement period for the subscription price. With an assumption of an average share price during the measurement period of SEK 130 and a subscription price of SEK 162, the option premium in JM Warrants 2008/2012 totals SEK 9.0. The calculated market value for JM Warrants 2008/2012, as well as the assumptions for the calculations, are illustrated in Supplement C. 4. JM Convertibles 2008/2012 shall, in a way that is reported in more detail in Supplement A, have a term with an annual interest rate that is based on the conversion price and the calculated market value for JM Convertibles 2008/2012 at the time the convertible debenture loan was issued. The assumptions for the calculation are illustrated in Supplement A. Interest shall total Stibor 360, determined for the first time as of June 9, 2008, along with the interest margin, in accordance with the calculation, which is reported in Supplement A. For the subsequent interest periods, interest shall be established by Swedbank two banking days prior to the beginning of each interest period. Annual interest totals 5.30 percent with the assumption of an average share price during the measurement period of SEK 130, a conversion price of SEK 162 and a risk-free interest rate of 4.70 percent.

4 4(8) Interest will be paid annually in arrears. When interest shall be calculated for periods shorter than a year, one year shall be considered to consist of 12 months with each month having 30 days. Interest is due for payment on June 11 each year, or the next banking day if the due date should fall on a weekend: first time, June 11, JM Convertibles 2008/2012 shall have a term from June 11, 2008 through June 10, Conversion of JM Convertibles 2008/2012 and the subscription of ordinary shares with the support of JM Warrants 2008/2012 shall be able to be carried out as of June 1, 2010 through May 18, 2012 with the exception of the period January 1 through the reconciliation day for dividends for the respective year. 7. The offer to acquire JM Convertibles 2008/2012 and JM Warrants 2008/2012 shall be submitted on market conditions and, in general, in accordance with the following. The offer to acquire JM Convertibles 2008/2012 and JM Warrants 2008/2012 shall be made to all employees who as of April 25, 2008 are employed in the JM Group in Sweden and abroad. After the end of the subscription period, the offer to acquire JM Convertibles 2008/2012 and JM Warrants 2008/2012 shall be made to those people who, within 18 months from April 25, 2008, will be employed in the JM Group both in Sweden and abroad, based on market conditions at the respective point in time. In addition, employees shall include provisionally employed personnel who have not resigned or whose employment has not been terminated and regardless of possible sick leave, leave of absence, maternity or paternity leave or part-time employment. Those people who are employed in the JM Group as of April 25, 2008 will be divided into five groups. Group allocation will determine what the nominal value of the convertibles, or the maximum number of convertibles, or the number of warrants that each employee is allowed and guaranteed to acquire, and the maximal nominal value of the convertibles, or the maximum number of convertibles, or the

5 5(8) maximum number of warrants they are allowed to acquire. Employees in group A, which is made up of the Managing Director, are guaranteed a nominal amount of SEK 693,000, however a maximum of 3,400 convertibles, and may acquire a maximum of JM Convertibles 2008/2012 at a nominal value of SEK 1,386,000, however a maximum of 6,800 convertibles. Employees in Sweden, in group B, which is made up of persons in Executive Management (approximately 9 people), are guaranteed a nominal value of SEK 489,000, however, a maximum of 2,400 convertibles, and may acquire a maximum amount of JM Convertibles 2008/2012 at a nominal amount of SEK 1,222,500, however, no more than 6,000 convertibles. Employees outside Sweden in group B (approximately 1 person) are guaranteed to have the right to acquire 2,400 warrants and may acquire a maximum of 6,000 JM Warrants 2008/2012. Employees in Sweden, in group C, which is primarily made up of Regional and Subsidiary heads (approximately 60 people), are guaranteed a nominal amount of SEK 275,000, however, a maximum of 1,350 convertibles, and may acquire a maximum of JM Convertibles 2008/2012 at a nominal value of SEK 825,000, however, a maximum of 4,050 convertibles. Employees outside Sweden, in group C (approximately 9 people), are guaranteed to be able to acquire 1,350 warrants and may acquire a maximum of 4,050 JM Warrants 2008/2012. Employees in Sweden, in group D, which is made up of other Key personnel (approximately 310 people), are guaranteed a nominal amount of SEK 106,000, however a maximum of 520 convertibles, and may acquire a maximum of JM Convertibles 2008/2012 at a nominal value of SEK 318,000, however, a maximum of 1,560 convertibles. Employees outside Sweden, in group D (approximately 50 people), are guaranteed to be allowed to acquire 520 warrants and may acquire a maximum of 1,560 JM Warrants 2008/2012. Employees in Sweden, in group E, which is made up of Other employees (approximately 1,700 people), are guaranteed a nominal amount of SEK 33,000, however, a maximum of 160 convertibles, and may acquire a maximum of JM Convertibles 2008/2012 at a nominal value of SEK 165,000, however, a maximum

6 6(8) of 800 convertibles. Employees outside Sweden, in group E (approximately 250 people), are guaranteed to be allowed to acquire 160 warrants and a maximum of 800 JM Warrants 2008/2012. Swedbank intends to submit an offer to employees regarding market-based financing for the acquisition of JM Convertibles 2008/2012 in accordance with the offer. JM Convertibles 2008/2012 shall be subscribed for in multiples of SEK 10,000, rounded down to the nearest whole number convertible. The lowest nominal amount that can be subscribed is SEK 10,000, rounded down to the nearest whole number convertible. JM Warrants 2008/2012 shall be subscribed in multiples of the number corresponding to the minimum number of convertibles that can be subscribed to as an item of JM Convertibles 2008/2012 in accordance with the above. If the offer is oversubscribed, employees shall initially obtain their guaranteed allocation. Secondly, employees shall obtain a pro rata allocation in relation to the number of JM Convertibles 2008/2012 and JM Warrants 2008/2012, respectively, which the subscription refers to (however, no more than the maximum allocation and that no employee obtain more JM Convertibles 2008/2012 or JM Warrants 2008/2012 than what is referred to in the offer), and thirdly, in accordance with a lottery. In accordance with a decision of March 17, 2008, the Board of JM AB gave notification of a mandate for the Compensation Committee to allocate JM Convertibles 2008/2012 as well as JM Warrants 2008/2012 in accordance with the above. 8. In the event of full affiliation to the offer, as well as full conversion and full subscription of the transferred JM Convertibles 2008/2012 and JM Warrants 2008/2012 in accordance with the above, the Company s share capital can increase by a maximum of SEK 625,000 through the issue of a maximum of 625,000 ordinary shares, each with a ratio value of SEK one (1). This corresponds to a dilution of approximately 0.7 percent of the share capital and number of votes, however, with reservations for the increase that can be caused by a translation of

7 7(8) the conversion price and the subscription price in the event of a bonus issue, new issue, and in certain cases, in accordance with Supplement B and Supplement D. The dilution of shares calculation is based on the registered number of shares. 9. The complete general conditions for JM Convertibles 2008/2012 and JM Warrants 2008/2012 can be found in Supplement B and Supplement D. 10. The Chairman of the Board and Managing Director are authorised to make smaller adjustments in this decision that may be necessary in connection with registration with the Swedish Companies Registration Office or VPC AB. Reasons for deviation from shareholders preferential right The Company views all employees within the entire JM Group as very valuable assets. In May 2007, JM offered all employees in Sweden the opportunity to acquire convertibles. As a natural continuation, all employees in Sweden and abroad are being offered the opportunity to acquire convertibles and warrants whereby all employees are being given a chance to be a part of the Company s development. For the purpose of achieving a longterm and successful growth for the Company it is important that employees are motivated to positively contribute towards developing the operation. Offering personal ownership commitment for personnel is viewed by the Board as an essential part of the work of increasing and strengthening interest in the Company s operations. Improved profit growth and employees reinforced feelings of solidarity with the Company is of mutual interest for both the Company s shareholders and for employees. The proposed JM Incentive Program 2008/2012 to employees is furthermore well adapted to the JM Group s total remuneration system. The proposal is consequently aimed at being beneficial for the Company and therefore, also for all shareholders in the Company. In view of the above, the Board, through a collective assessment, feels that it will be beneficial for the Company and shareholders that employees are given the possibility to be shareholders in the Company in this way.

8 8(8) Previous incentive programs In 2007, JM Convertibles 2007/2011 were issued. In total, 494,000 convertible debentures were issued at a total nominal value of approximately SEK 143 million. JM Convertibles 2007/2011 can be converted into shares in the Company at a conversion price of SEK 290. Conversion can be carried out from June 1, 2009 through June 1, 2011 with the exception of the period, January 1 through the reconciliation day for dividends for the respective year. Through conversion, JM s share capital can increase by a maximum of SEK 494,000, through the issue of a maximum of 494,000 shares, each one with a ratio value of SEK 1. This corresponds to a dilution of approximately 0.5 percent of the share and votes in the Company. The debenture will be due for payment on June 14, 2011, to the extent that conversion has not occurred prior to this. Valuation, etc In formulating the proposal for conditions for JM Convertibles 2008/2012, the Board has allowed Swedbank Markets to carry out the calculations of the value of interest-bearing debentures loans without conversion rights and also the value of conversion rights in accordance with the so-called Black & Scholes-model. The calculations are reported in their entirety in Supplement A. In formulating the proposal for conditions for JM Warrants 2008/2012, the Board has allowed Swedbank Markets to carry out the calculations of the value of the option premiums in accordance with the so-called Black & Scholes-model. The calculations are reported in their entirety in Supplement C. In addition, it has been taken into consideration that the liquidity in JM Convertibles 2008/2012 as well as JM Warrants 2008/2012 is assumed to be limited since no listing of these is currently planned. Administration, etc. This proposal has, with the assistance of Swedbank Markets, been formulated by the Company s management group on behalf of the Compensation Committee. At a Board

9 9(8) meeting [January 23, 2008], the Board was informed about the main characteristics of the JM Incentive Program 2008/2012. After that, the larger shareholders were informed about the intended proposal by Lars Lundquist. All of the major shareholders reacted positively to the JM Incentive Program 2008/2012. At the Board meeting held March 17, 2008, the Board decided that the existing proposal for the JM Incentive Program 2008/2012 should be proposed to the 2008 Annual General Meeting. Majority requirement For a decision by the Annual General Meeting regarding the issue, in accordance with the Board s proposal, it is necessary that the Annual General Meeting s decision be assisted by at least nine-tenths of both the stated votes and the shares registered at the Annual General Meeting. Stockholm, March 17, 2008 Board of Directors

1(8) The following terms and conditions shall otherwise apply for JM Convertibles 2018/2022:

1(8) The following terms and conditions shall otherwise apply for JM Convertibles 2018/2022: 1(8) TRANSLATION OF THE ORIGINAL SWEDISH The proposal by the Board of Directors of for resolution by the Annual General Meeting on the issue and transfer of convertibles with a nominal value not to exceed