Hereby, OMX AB announces the content of the notice concerning the Extraordinary
General Meeting of OMX AB on April 21, 2008.
Attachment: Notice of Extraordinary General Meeting of OMX AB.
For more information, please contact:
Jonas Rodny, Media contact, NASDAQ OMX +46 8 405 72 67
Gustav Back, Investor Relations, NASDAQ OMX +46 8 405 64 82
Notice to attend the Extraordinary General Meeting
The shareholders of OMX AB (publ) (“OMX”) are hereby given notice to attend an
Extraordinary General Meeting to be held on Monday, April 21, 2008 at 5:00 p.m.
at OMX's head office, Tullvaktsvägen 15 in Stockholm.
A total of 120,640,427 shares and votes are outstanding as of April 1, 2008.
Registration
Shareholders who wish to participate in the Extraordinary General Meeting must
be listed in the register of shareholders maintained by VPC AB (“VPC”) not
later than Tuesday, April 15, 2008, and inform OMX of their intention to
attend, either by post to OMX AB (publ), SE-105 78 Stockholm, Sweden, or by
telephone +46-8-405 60 00, not later than Thursday, April 17, 2008 at 4:00 p.m.
Registration must include the shareholder's name, personal identity
number/corporate registration number, address and telephone number, as well as
the number of advisors. Registration can also be made by email to
egm@omxgroup.com.
Powers of attorney, registration certificates and other documentation of
eligibility should be received by OMX at the above address not later than
Thursday, April 17, 2008, to facilitate admission to the Extraordinary General
Meeting.
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 not later than Tuesday,
April 15, 2008. This means that shareholders must notify their nominee of such
registration well in advance of that date.
Instructions for holders of shares registered in owners accounts with the
Finnish APK central securities depository
Finnish shareholders who have their shares registered in owner accounts with
the Finnish central securities depository (“APK”) are nominee-registered at
VPC, and APK will automatically reregister these shareholders on Monday, April
14, 2008. However, these Finnish shareholders must also notify OMX themselves
of their intention to participate in the Meeting, in accordance with the
instructions above.
Instructions to holders of shares registered in the Danish Central Securities
Depository
Danish shareholders who have their shares registered with the Danish Central
Securities Depository (“Værdipapircentralen”) must re-register their shares
with VPC in their own name to be entitled to vote at the Extraordinary General
Meeting. The re-registration of shares must be made well in advance and not
later than 4:00 p.m. on Monday, April 14, 2008. Registration must be made to VP
Investor Services A/S, Helgeshøj Allé 61, P.O. Box 20, DK-2630 Taastrup,
Denmark, by telephone +45-4358 8866, or by fax +45-4358 8867. On Tuesday, April
15, 2008, Værdipapircentralen will conduct any necessary re-registration of
shares with VPC. As in the case of Finnish shareholders, Danish shareholders
must also personally notify OMX of their intention to participate in the
Meeting, in accordance with the instructions above.
PROPOSED AGENDA
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Establishment and approval of the voters' list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination as to whether the Meeting was duly convened
7. Decision on the number of members of the Board of Directors
8. Election of members of the Board of Directors
9. Determination of Board fees
10. Closing of the Meeting
PROPOSALS FOR DECISIONS
With respect to the fact that as per February 27, 2008 the NASDAQ OMX Group
controls more than 90 percent of the votes and capital in OMX AB, all members
of the Board of Directors have issued notification that their assignments are
to be terminated.
Point 7 - Motion concerning number of members of the Board of Directors
The Board proposes that the number of Board members be five individuals.
Point 8 - Motion concerning election of members of the Board of Directors
The Board proposes that Magnus Böcker, Hans-Ole Jochumsen, Markus Gerdien, Anna
Ewing and David Warren be elected as ordinary Board members to hold office
until the end of the next Annual General Meeting.
After elections following the Board's proposal, the Board of Directors will
accordingly comprise Magnus Böcker, Hans-Ole Jochumsen, Markus Gerdien, Anna
Ewing and David Warren.
Magnus Böcker was born in 1961. He is the President of NASDAQ OMX Group Inc,
and the President and CEO of OMX AB. He has been employed at companies that are
now part of the NASDAQ OMX Group since 1986 and his previous positions at OMX
have included Vice President and President of OM Technology. 1989-1996 he was
Chief Financial Officer and member of Executive Management.
Hans-Ole Jochumsen was born in 1957. He is Executive Vice President,
Transaction Services Nordics. He has been employed at companies that are now
part of the NASDAQ OMX Group since 1998. He has previously held such positions
as President and member of Executive Management of BG Bank, 1996-1998;
President and member of Executive Management of Girobank, 1994-1996; and
President and member of the Executive Management of BRFkredit, 1990-1994.
Markus Gerdien was born in 1960. He is Executive Vice President, Market
Technology. He has been employed at NASDAQ OMX since 2005. His previous
positions include EVP Market & Business Development at Observer Group AB, EVP
Communication Tools Division at Common Agenda Venture Management AB 2000-2002,
partner and Co-founder of Front Capital Systems AB and Managing Director,
Member of the Company Management Group and Sales and Marketing Manager between
1988 and 2000.
Anna Ewing is Executive Vice President, Operations and Technology and has been
Chief Information Officer of NASDAQ Stock Market, Inc since 2005. She was
previously employed at CIBC World Markets in New York and Toronto, where she
served as Managing Director of Global Applications Services. Before that, she
served as Vice President at Merrill Lynch, where she held various leadership
positions within the Corporate and Institutional Client Group Technology
Division, including Global Head of Institutional Client Technology, Global Head
of Financial Futures and Options Technology, Global Head of Prime Brokerage
Technology and Regional Head of Technology at Merrill Lynch in Canada.
David Warren has been the Chief Financial Officer of NASDAQ OMX since July
2001. He joined the company in 2001, initially serving as Chief Administrative
Officer. He previously held the position of CFO of the Long Island Power
Authority, Deputy Treasurer for the State of Connecticut and Vice President of
CS First Boston.
The Board proposes that Magnus Böcker be elected Chairman of the Board.
With respect to the company's current ownership situation with the NASDAQ OMX
Group holding more than 90 percent of the votes and capital and OMX AB's
application on March 17 2008, for the delisting of the company on May 2, 2008,
the Board finds grounds to deviate from the Swedish Code of Corporate
Governance's requirements regarding the composition of the Board and listing
requirements on the OMX Nordic Exchange.
Point 9 - Motion concerning Board fees
With respect to the fact that all newly elected Board members are employed in
the NASDAQ OMX Group, the Board proposes that no fees be paid to Board members.
For Board members who have left the Board, fees will be paid in accordance with
the decision made by shareholders at the Annual General Meeting held in April
2007.
Personal information that shareholders have submitted to the company will be
used only in connection with the Extraordinary General Meeting and the
requisite registration and processing associated with the Meeting.
Stockholm, April 2008
OMX Aktiebolag (publ)
Board of Directors
This information is disclosed according to applicable law and exchange rules.
About OMX | OMX is a leading expert in the exchange industry. The OMX Nordic
Exchange comprises over 800 companies including its alternative market First
North. OMX provides technology to over 60 exchanges, clearing organizations and
central securities depositories in over 50 countries. The Nordic Exchange is
not a legal entity but describes the common offering from OMX exchanges in
Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and Vilnius. OMX is a
Nordic Large Cap company in the Financials sector on the OMX Nordic Exchange.
For more information, please visit www.omxgroup.com.
