OMX's Board of Directors to Propose Senior Management Share Match Program at AGM



 OMXs Board of Directors to Propose Senior Management Share Match Program at AGM 


 OMXs Board of Directors, subject to approval by the Annual General Meeting, has 
resolved to continue and expand the share match program for senior managers for 
a second year. The program, which is performance based, is intended to serve as 
a competitive tool to attract and retain employees, reward target fulfillment, and 
create added value for OMX shareholders. 

 OMX is a knowledge company in a strong global market. Attracting and retaining 
the best employees is therefore crucial to OMXs success. We believe that the share 
match program we initiated last year, and which we communicated would be proposed 
coming years also, meets our requirements for being market-based and competitive 
and has had the positive effects we intended. The program that we propose to run 
a second time contains an element of risk for the participants and is conditional 
on profit growth. In addition, the share must have a return that is better than 
that of our competitors, says Olof Stenhammar, Chairman of OMX. 

 Our objective has been to strike a balance between the desire to invest in OMX, 
in terms of both time and money, and a beneficial dividend if performance-based 
objectives are met. 

 The Remuneration Committee, consisting of Olof Stenhammar (chairman), Adine Grate 
Axén and Bengt Halse, formulated the OMX Share Program 2007 with the support of 
independent international experts and in consultation with major shareholders. 

 OMX Share Match Program 2007 in brief 
 The program is aimed at about 95 senior managers and key individuals within OMX. 
Participation in the program requires a personal investment in OMX shares. For about 
30 individuals the maximum participation in the program is 15 percent of fixed salary 
2007 before tax or paid out bonus from 2006 and for about 65 the maximum is 7.5 
percent of fixed salary 2007 before tax or maximum paid out bonus from 2006. The 
CEO Magnus Böcker will be entitled to invest maximum 10,000 OMX shares and may receive 
a maximum of eight matching shares per invested OMX share. Magnus Böcker has entered 
an employment contract with a fixed salary bound for the period 2007-2009. 

 The program will span over three years, after which employees may receive a maximum 
of five OMX matching shares for each invested OMX share. For maximum matching, the 
following two conditions must be fulfilled: 

 1. average annual percentage increase of earnings per share (EPS) between January 
1, 2007 and December 31, 2009 must be equal to or exceed 20 percent, and 
 2. annual total shareholder return (TSR) must exceed a comparative index*, that 
is predetermined by the Board of Directors, by 10 percent 

 No matching shares will be distributed if the percentage increase in earnings per 
share is less than 2 percent per year or if the total shareholder return to is not 
better than the comparative index. 

 * OMX has developed a comparative index that is 70 per cent weighted with other 
exchanges and 30 per cent with thirteen technology firms. Among the exchanges, Deutsche 
Boerse, Euronext, New York Stock Exchange and the London Stock Exchange are the 
heaviest comparable firms. Technology firms include Tata Consultancy, IBM and Accenture. 


 If participants invest the permitted maximum in the OMX Share Match Program 2007, 
and maximum matching takes place, a maximum of about 520,000 OMX shares would be 
transferred to participants, according to the Board of Directors assessment. Expected 
amount of matching shares needed for the program are approximately 150,000, including 
social security costs and other costs. This figure is based on the bonus expected 
to be paid for 2006, the acceptance level among participants, and the outcome of 
the program. 

 If President and Chief Executive Officer Magnus Böcker invests the maximum number 
of shares in the OMX Share Match Program 2007 the investment will amount to approximately 
SEK 1,300,000. Expected value of the matching shares amounts to SEK 2,200,000 after 
tax excluding an assumption of share price appreciation. 

 Hedging arrangements 
 OMX is hedging the OMX Share Program 2007 by using existing equity swap also utilized 
for the OMX Share Match Program 2006 and/or, subject to the Annual General Meetings 
approval at the AGM in April, the share purchase program for acquired OMX shares 
that can be transferred to the employees under the OMX Share Match Program 2007. 


 Costs and dilution effects 
 Costs to the Company for the OMX Share Match Program 2007 will include administrative 
expenses, compensation expenses and social security costs. The Board of Directors 
expects the costs for the program to be about SEK 25 million distributed between 
2007 and 2009. The maximum cost can go up to approximately SEK 100 million for the 
same period, given full participation, full matching shares and full hedging. 

 The OMX Share Match Program 2007 will only generate dilution if matching is done 
with acquired shares under the proposed share purchase program. The dilution effect 
will be marginal due to the limited scope of the program and that already issued 
shares are delivered to the participants. The program leads to a maximum delivery 
of 520,000 OMX shares, representing 0.4 percent of the outstanding shares and votes 
in OMX. 

 Decisions concerning the OMX Share Match Program 2007 
 For a decision to be adopted, as proposed by the Board of Directors, shareholders 
representing more than half of the votes given at the Annual General Meeting must 
support the decision to implement OMX Share Match Program 2007. The decision to 
secure the delivery of matching shares to the employees by utilizing shares acquired 
under the share purchase program requires support from 9/10 of the votes cast and 
votes represented at the Annual General Meeting. 

 For additional information about the program, please refer to the notice of the 
Annual General Meeting, which will be sent out in early March 2007. 


 For more information, please contact: 
 Olof Stenhammar, Chairman of the board, OMX +46 8 405 60 00 
 Niclas Lilja, Press Relations, OMX +46 8 405 63 95 


 About OMX | OMX is a leading expert in the exchange industry. Through the Nordic 
Exchange, OMX offers access to approximately 80 percent of the Nordic and Baltic 
securities market. The Nordic Exchange is a term used for marketing purposes and 
is not a legal entity. It describes the common offering from the Helsinki Stock 
Exchange, Copenhagen Stock Exchange, Stockholm Stock Exchange, Iceland Stock Exchange, 
Tallinn Stock Exchange, Riga Stock Exchange and Vilnius Stock Exchange. OMX integrated 
technology solutions cross the transaction chain enabling efficient securities transactions 
for over 60 exchange organizations in more than 50 countries. OMX is a Nordic Large 
Cap company in the Financial sector on the OMX Nordic Exchange. For more information, 
please visit www.omxgroup.com. 





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