STOCKHOLM, Sweden, August 19, 2003 (PRIMEZONE) -- As a consequence of OM AB's (Other OTC:OMGPF) (OM) public offer to the shareholders and warrant holders of the Finnish company, HEX Oyj (HEX), an extraordinary general meeting of the shareholders of OM on August 18 decided to authorize the Board of Directors to decide on the issuance of not more than 31,785,027 shares, entailing an increase in the company's share capital by not more than SEK 63,570,054. The authorization also covers HEX shares, which may be issued as a consequence of the exercise of warrants in HEX.
In addition, the general meeting adopted, among other things, resolutions which shall apply on condition upon and with effect from the time that OM takes possession of shares in HEX acquired as a consequence of the public offer.
The general meeting of the shareholders adopted resolutions regarding amendments to the articles of association, including a change in the company's name to OM HEX Aktiebolag.
The general meeting of the shareholders further decided that there shall be nine members of the Board of Directors and that no alternate members shall be appointed. Timo Ihamuotila (Member of the HEX Board of Directors since 2003, Corporate Treasurer in Nokia and chairman in Nokia Abp's pension fund), Tarmo Korpela (Chairman of the HEX Board of Directors, Member of the HEX Board of Directors since 1986, Director General for the Confederation of the Finnish Industry and Employers until July 31 2003, Deputy Director General for the Confederation of Industry and Employers, member of the Board of Directors of Finnvera Abp and Fide Ab, Chairman of the Board of Directors for OKR-Issuers Co- operative), Mikael Lilius (CEO Fortum Abp, member of the Boards of Directors for Ahlstrom Abp, Huhtamaki Oyj and RAO Lenenergo), and Markku Pohjola (Deputy Group CEO Nordea AB, CEO Nordea Bank Finland Plc, member of the Boards of Directors for Nordea Bank Finland, Nordea Bank Sweden, Nordea Bank Denmark and Nordea Bank Norway) were elected as new members of the Board of Directors. Adine Grate Axen, Gunnar Brock, Thomas Franzen, Bengt Halse, and Olof Stenhammar were elected as members of the Board of Directors at the annual general meeting of the shareholders held on March 19, 2003. Bengt Ryden, who supports the merger with HEX, has decided to leave the Board of Directors in conjunction with completion of the transaction.
Compensation to each newly elected member of the Board of Directors was decided upon in an amount of SEK 200,000, reduced by an amount in respect of the period during which the person was not a member of the Board of Directors, calculated from the annual general meeting in 2003. For the board member who has resigned from the Board of Directors, the compensation shall be SEK 200,000, reduced by an amount in respect of the period until the annual general meeting in 2004 during which the person is no longer a member of the Board of Directors. Other fees to the Board of Directors apply in accordance with resolutions adopted at the annual general meeting on 19 March 2003.
Finally, the general meeting of the shareholders resolved, in accordance with a proposal from the Board of Directors, to issue debentures with warrants and approve the assignment of warrants. The warrants shall be offered to approximately 110 key employees in OM HEX, who thereby will obtain the possibility to share in OM HEX's growth in value. The aforesaid serves as an incentive to them, which also benefits the company's shareholders.
OM's Board of Directors has confirmed that OM's public offer to the shareholders of HEX also applies to new HEX shares to be issued as a consequence of exercise of warrants in HEX, provided that the owner has duly accepted the offer before the expiry of the offer period and that the newly issued HEX shares are registered on the owner's book-entry securities account not later than the third day after the expiry of the acceptance period.
For further information or comments, please contact:
Olof Stenhammar, Chairman of the Board of Directors, OM +46 8 405 66 42 Anna Eriksson, VP Brand and Communication, OM +46 8 405 66 12
OM is a world leading provider of transaction technology to the financial services and energy industries. Developing and marketing IT solutions that boost the efficiency of markets worldwide, OM has over 300 customers in 20 countries. OM also owns and operates exchanges and clearing organizations and has operations in 10 countries. OM is listed on Stockholmsborsen. For more information please visit www.om.com.
This information was brought to you by Waymaker http://www.waymaker.net
The following files are available for download:
http://www.waymaker.net/bitonline/2003/08/19/20030819BIT00400/wkr0001.pdf