STOCKHOLM, Sweden, Dec. 28, 2004 (PRIMEZONE) -- The shareholders of OMX AB (publ) ("OMX") are hereby summoned to an extraordinary general meeting of shareholders to be held on Thursday, February 3, 2005 at 16:00 CET at OMX's headquarters in Stockholm, Tullvaktsvagen 15 (Frihamnen).
Notice etc.
Shareholders who want to attend the extraordinary general meeting must be registered in the register of shareholders kept by VPC AB ("VPC"), no later than January 24, 2005, and must inform OMX AB of its attendance either by post to OMX AB, 105 78 Stockholm, Sweden, or by telephone +46 8 405 60 00, no later than February 1, 2005 at 16:00 CET stating your name, social security/corporate registration number, address, telephone number, as well as number of accompanying assistants. Notice may also be given on the OMX website at www.omxgroup.com.
To facilitate admission to the extraordinary general meeting of shareholders, all powers of attorney, registration certificates and other authorizing documents must be sent to the company at the above address no later than February 1, 2005.
Shareholders whose shares are nominee registered through the notary department of a bank or with a private securities broker must temporarily register their shares with VPC in their own name, to be entitled to vote at the extraordinary general meeting. This re-registration must be made by January 24, 2005 at the latest. Thus, shareholders must notify their nominee for such registration in due time before January 24, 2005. Since Finnish shareholders having their shares registered on owner accounts with the Finnish APK Central Securities Depository are nominee registered at VPC, APK will automatically re-register these shareholders on January 21, 2005. Finnish shareholders must themselves notify the company of their intention to attend in accordance with the instructions above.
Proposed agenda 1. Opening of the extraordinary general meeting of shareholders. 2. Election of the meeting chairman. 3. Preparation and approval of the voting register. 4. Approval of the agenda. 5. Election of one or two persons to verify the minutes. 6. Determination of whether the meeting has been duly convened. 7. Proposal in respect to authorization for the board of directors to resolve on an increase of the company's share capital by way of an issue of new shares. 8. Proposal for the reduction of the share premium reserve. 9. Determination of the number of members of the board of directors 10. Election of members of the board of directors. 11. Determination of fees for members of the board of directors. 12. Proposed resolution in respect of amendment of # 6, # 10 and # 11 in the company's articles of association. 13. Closing of the meeting.
Proposed Resolutions
Item 7 -- Proposal in respect to authorization for the board of directors to resolve an increase of the company's share capital by way of an issue of new shares
The board of directors proposes that the extraordinary general meeting of shareholders authorizes the board to, no longer than until the company's 2005 annual general meeting of shareholders, on one or several occasions, resolve on an increase of the company's share capital by no more than SEK 14, 014, 694, by way of a new issue of no more than a total of 7,007,347 shares, each with a nominal value of SEK 2. The issue shall be a non-cash issue in respect of the public offer by OMX to the shareholders of Copenhagen Stock Exchange A/S, whereby the right to subscribe for the new shares shall only be granted to holders of shares in Copenhagen Stock Exchange with the right and obligation for these subscribers to pay for the new shares by transfer of their shares in Copenhagen Stock Exchange to OMX in accordance with the terms and conditions of the offer.
Item 8 -- Proposal for the reduction of the share premium reserve
The board of directors proposes that the extraordinary general meeting of shareholders resolves that a reduction of the share premium reserve be made by an amount equivalent to the amount added to the share capital and share premium reserve through an issue of new shares according to item 7 above. The amount by which the share premium reserve shall be reduced shall be transferred to OMX's profit brought forward in order to increase the possibility henceforth of distributing a dividend to the company's shareholders. The resolution in accordance with the proposal shall only apply subject to a resolution by OMX's board of directors on the new issue of shares as stated in item 7 above, and subject to the resolution to issue new shares being registered at the Swedish Companies Registration Office.
Item 9 -- Proposal in respect to the number of members of the board of directors
The Nomination Committee(1) proposes a seven-member board of directors, and no alternate members, however should the public offer that OMX has made to the shareholders of the Copenhagen Stock Exchange be completed there shall be eight members of the board, and no alternate members.
Item 10 -- Proposal in respect to the selection of board members
It is noted that Adine Grate Axen, Gunnar Brock, Thomas Franzen, Bengt Halse, Timo Ihamuotila, Tarmo Korpela, Mikael Lilius, Markku Pohjola and Olof Stenhammar were elected as regular members of the board at the regular board meeting on 25 March 2004, while Gunnar Brock, Timo Ihamuotila, Thomas Franzen and Mikael Lilius resigned from the board.
The Nomination Committee proposes that Urban Backstrom, Birgitta Klasen and Henrik Normann are chosen as new regular members of the board until the end of the next ordinary shareholders meeting. The aforementioned appointments are effective from the time of and subject to OMX's completion of its public offer proposed to the shareholders of the Copenhagen Stock Exchange. According to the Nomination Committee's proposal, the board will, following the vote thus comprise Adine Grate Axen, Urban Backstrom, Bengt Halse, Birgitta Klasen, Tarmo Korpela, Markku Pohjola and Olof Stenhammar, as well as Henrik Normann (the latter appointment being subject to completion of the aforementioned public offer as well as required authorizations issued by the Danish Financial Supervisory Authority).
The Nomination Committee's proposal is supported by shareholders representing approximately 35 percent of all votes and shares in the company.
Item 11 -- Proposal in respect to determination of fees for members of the board of directors
The Nomination Committee proposes that remuneration to the newly elected members of the board of directors and to resigned board members shall be paid out as follows. Each newly elected member of the board shall receive SEK 200,000, reduced by an amount measured against the period and calculated from the board's ordinary vote in 2004, during which the person was not a member of the board. Resigned members of the board shall receive SEK 200,000, reduced by an amount measured against the period, up until the ordinary shareholders meeting 2005, during which the person was not a member of the board. Items not included here are still valid according to decisions taken at the last shareholders meeting on 25 March 2004.
Item 12 -- Proposed resolution in respect of amendment of # 6, # 10 and # 11 in the company's articles of association.
The board of directors proposes that the extraordinary general meeting of shareholders resolves that # 6, # 10 and # 11 in the company's articles of association shall have the following amended wording.
Current wording Proposed wording
# 6 # 6
The company's board of directors The company's board of directors
shall consist of not less than five shall consist of not less than five
and not more than twelve members, and not more than eight members,
plus not more than an equal number with no alternate members.
of alternate members
Members shall be elected each year
Members and alternate members shall at the Annual General Meeting for a
be elected each year at the Annual term until the close of the next
General Meeting for a term until Annual General Meeting.
the close of the next Annual
General Meeting
# 10 points 8 and 10 # 10 points 8 and 10
8. Determination of the number of 8. Determination of the number of
members of the board of directors members of the board of directors
and alternate members and, where and, where applicable, auditors and
applicable, auditors and alternate alternate auditors to be elected at
auditors to be elected at the the meeting:
meeting:
10. Election of the board of
10. Election of the board of directors and, where applicable,
directors and any alternate members auditor or auditors and any
and, where applicable, auditor or alternate auditors;
auditors and any alternate
auditors;
# 11 first paragraph # 11 first paragraph
Notices to attend General Meetings Notices to attend General Meetings
shall be published through shall be published through
announcements in the Official announcements in the Official
Gazette (Post- och Inrikes Gazette (Post- och Inrikes
Tidningar) as well as Dagens Tidningar) as well as Dagens
Nyheteror Svenska Dagbladetor Nyheteror Svenska Dagbladetor
another national daily newspaper in another national daily newspaper in
Sweden as well as in Helsingin Sweden as well as in Helsingin
Sanomator Kauppalehti Sanomator Kauppalehti
or another national daily newspaper or another national daily newspaper
in Finland. in Finland as well as the Berlingske
Tidende or Boersen or another
national daily newspaper in Denmark.
The resolution in accordance with the proposal shall only apply and take effect when OMX has completed the public offer that it made to the shareholders of the Copenhagen Stock Exchange.
Personal information provided to the company by shareholders during the notification process will only be used in conjunction with the general meeting of shareholders and related necessary registration and processing.
Documentation
The board of directors' complete proposal regarding points 7, 8 and 12 above as well as documentation according to 4 Chap. 4 # of the Companies Act will be available at OMX AB, Tullvaktsvagen 15, Stockholm, as of January 20, 2005 and will be sent to shareholders who request the documentation and provide their postal address. The board of directors' proposal for points 7, 8, and 12 above will be available on the company's website, www.omxgroup.com.
Stockholm, December 2004 OMX AB (publ) The Board of Directors
For more information, please contact: Anna Rasin, Vice President Marketing & Communications +46 8 405 66 12
(1) The Nomination Committee comprised Eva Halvarsson (Director, Ministry of Industry, Employment and Communications), KG Lindberg (Board Member Robur Fonder), Tom Ruud (Head of Corporate and Institutional Banking, Nordea, Olof Stenhammar (Chairman of the board of OMX) and the Nomination Committee chairman Marcus Wallenberg (President, Investor AB)
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