Hereby, OMX AB announces the content of the notice concerning OMX AB's Annual
General Meeting on April 12, 2007.
Attachment: Notice of Annual General Meeting of OMX AB.
For more information, please contact:
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 Financials
sector on the OMX Nordic Exchange. For more information, please visit
www.omxgroup.com
Notice of 2007 Annual General Meeting of OMX AB
The shareholders in OMX AB (publ) (“OMX”) are hereby given notice to attend the
Annual General Meeting to be held on April 12, 2007, beginning at 17:00 CET at
OMX's head office, Tullvaktsvägen 15 (Frihamnen) in Stockholm.
Registration, etc.
Shareholders who wish to participate in the Annual General Meeting must be
listed in the register of shareholders kept by VPC AB (“VPC”), not later than
Wednesday, April 4, 2007, and inform OMX of their intention to attend, either
by post to OMX AB, SE-105 78 Stockholm, Sweden, or by telephone +46 8-405 60
00, not later than Tuesday, April 10, 2007, at 16:00 CET. Registration must
include the shareholder's name, civil registration number/corporate
registration number, address and telephone number, as well as the number of
accompanying assistants. Registration can also be made on OMX's website at
www.omxgroup.com, or by email to agm@omxgroup.com. Powers of attorney,
registration certificates and other documentation of eligibility should be
received by OMX at the above address not later than April 10, 2007, to
facilitate admission to the Annual General Meeting. Entry cards will be sent to
all shareholders who have announced their intention to attend the 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 Annual General
Meeting. This re-registration must be made by April 4, 2007, at the latest.
Thus, shareholders must notify their nominee of such registration well in
advance of that date.
Instructions for holders of shares registered in the Finnish APK central
securities depository
Finnish shareholders who have their shares registered on owner accounts with
the Finnish central securities depository (“APK”) are nominee-registered at
VPC, and APK will automatically re-register these shareholders on Tuesday,
April 3, 2007. 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 participate and vote at the Annual
General Meeting. Re-registration of shares must be requested well in advance of
and not later than 16:00 CET on Tuesday, April 3, 2007. Requests for
re-registration of shares should be made to VP Services A/S, VP Investor
Services A/S, Helgeshøj Allé 61, P.O. Box 20, DK-2630 Taastrup, Denmark, by
telephone +45 4358 8866 or by telefax +45 4358 8867. On Wednesday, 4 April,
2007, 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. Presentation of Annual Report and Auditors' Report and the consolidated
accounts and consolidated auditors' report; Statement by the President,
presentation of work conducted by the Board of Directors, remuneration and
audit committees, information about OMX's application of the Swedish Code of
Corporate Governance and question and answer session.
8. Decisions
a) concerning approval of the income statement and balance sheet and the
consolidated income statement and the consolidated balance sheet
b) concerning discharge of liability for Board members and the President
c) disposition of the company's profit as stated in the approved balance sheet.
9. Decision concerning number of Board members to be elected by Annual General
Meeting.
10. Decision concerning fees to be paid Board members and auditors.
11. Election of Board members, Chairman and auditors.
12. Appointment of Nominating Committee.
13. Board's proposal on principles for remuneration and other terms of
employment for the Executive Management Team.
14. Board's proposal for decision concerning introduction of a Share Match
Program in 2007 for senior executives.
15. The Board's proposal concerning the repurchasing and transfer of OMX shares.
16. The Board's proposal to the Annual General Meeting to authorize the Board
to decide to raise certain loans.
17. Endorsement of the Board's appointment of an honorary Chairman.
18. Other matters, if any.
19. Close of the Meeting.
PROPOSALS FOR DECISION
Point 2: Chairman of the Meeting
The Nominating Committee 1) proposes that Olof Stenhammar, Dr. Econ. & Phil.
h.c., be appointed Chairman of the Meeting.
Point 8 c): Proposed appropriation of earnings
The Board of Directors proposes to the Annual General Meeting that funds in the
company's balance sheet totaling SEK 1,858,961,130 be distributed in a manner
whereby a dividend of SEK 4.50 per share should be paid for the 2006 fiscal
year, in addition to an extraordinary dividend of SEK 2 per share, resulting in
a total dividend of SEK 784,163,036.
The Board proposes Tuesday, April 17, 2007, as the record date. If the Annual
General Meeting approves the proposal, dividends are expected to be sent from
VPC on Friday, April 20, 2007. 2)
Point 9: Proposed number of Board members
The Nominating Committee proposes that the Board of Directors shall comprise
seven members.
Point 10: Proposal for Board and Auditors' fees, etc.
The Nominating Committee proposes that the following fees be paid to Board
members for the period up to the next Annual General Meeting:
An unchanged fixed fee to be paid to each member and a total amount for all
members of SEK 2,250,000, to be divided as SEK 750,000 to the Chairman and SEK
250,000 to each of the other Board members elected by the Annual General
Meeting who are not employees of the company.
An unchanged fee of SEK 400,000 for committee work, to be distributed as
decided by the Board of Directors between Board members who serve on committees
appointed by the Board.
Further details on the Nominating Committee's proposal regarding Board fees and
its recommendation that Board members acquire shares in the company are
available at www.omxgroup.com.
The Nominating Committee also proposes for the period up to the next Annual
General Meeting that auditors' compensation and fees continue to be paid in the
usual manner against authorized invoices.
Point 11: Proposed election of Board members and Chairman
Board members Adine Grate Axén, Tarmo Korpela and Board Chairman Olof
Stenhammar have declined re-election.
The Nominating Committee proposes that the following Board members be
re-elected: Urban Bäckström, Bengt Halse, Birgitta Klasén, Hans Munk Nielsen
and Markku Pohjola until the next Annual General Meeting has been held.
It is also proposed that Birgitta Kantola and Lars Wedenborn be elected as
Board members until the next Annual General Meeting has been held.
Birgitta Kantola was born in 1948. She is a member of the Boards of Fortum Oyj
(Vice Chair), Nordea AB, Stora Enso Oyj, Varma Mutual Pension Company,
Vasakronan AB and Åbo Akademi. Birgitta Kantola is a Master of Laws.
Lars Wedenborn was born in 1958. He is the Vice President and the CFO, as well
as a member of the executive team of Investor AB. In addition, he is Chairman
of the Board of Novare Human Capital AB and member of the Board of The Grand
Group AB. Lars Wedenborn holds an M. Sc. (Econ.).
The Nominating Committee proposes that Urban Bäckström be elected as Chairman
of the Board.
The Nominating Committee proposes that the accounting firm of
PricewaterhouseCoopers AB be appointed auditor. The auditor assignment shall
apply until the close of the Annual General Meeting in 2011. Bo Hjalmarsson,
Authorized Public Auditor, shall be principal auditor until further notice.
More detailed information about the proposed Board members and auditors is
available at www.omxgroup.com.
Point 12: Nominating Committee
The Nominating Committee proposes the following to the Annual General Meeting:
A Nominating Committee shall be formed consisting of representatives (who are
not members of the company's Board of Directors) for each of the four largest
shareholders who wish to participate; they are appointed at least six months
prior to the Annual General Meeting with the Chairman also serving as Convener
of the first meeting. Unless otherwise decided by the Nominating Committee, the
Chairman of the Committee shall represent the largest shareholder in terms of
voting rights. The Nominating Committee's mandate period extends up to the
appointment of a new Nominating Committee. As soon as a new Nominating
Committee is appointed, a public announcement shall be made.
If during the Nominating Committee's mandate period, one or more of the
shareholders who appoint members of the Nominating Committee are no longer
included among the four largest shareholders in terms of voting rights, members
appointed by these shareholders shall resign from their positions on the
Committee and the shareholder or shareholders that have joined the four largest
shareholders shall be entitled to appoint their representatives. The obligation
to make their places available is contingent, however, on the shareholder no
longer belonging to the four largest shareholders in terms of voting rights by
a margin of one percent of the voting rights. In the event that one of the new
shareholders refrains from appointing a representative, the next largest
shareholder shall be offered the opportunity, so that four shareholders each
appoint one representative. If no special circumstances arise, however, no
changes shall be made in the composition of the Nominating Committee during the
period three months prior to the Annual General Meeting. Shareholders who
appoint representatives to the Nominating Committee are entitled to remove such
a representative and appoint a new representative to serve as a member of the
Nominating Committee. Changes in the Nominating Committee shall be announced as
soon as they are made.
The Nominating Committee shall formulate proposals to be submitted for
resolutions at the 2008 Annual General meeting concerning the following:
i) Chairman of the Meeting
ii) Board members and Board Chairman
iii) Board fees divided among the Chairman, other Board members and
what compensation, if any, should be paid for committee work
iv) Fees paid to auditors
v) Nominating Committee for 2009 Annual General Meeting
In connection with its assignment otherwise, the Nominating Committee shall
perform the tasks incumbent upon a Nominating Committee under the Swedish Code
of Corporate Governance (see Code of Corporate Governance and implementation
instructions, “reference code,” at www.bolagsstyrning.se, for further
information.)
No remuneration is paid to members of the Nominating Committee. At the request
of the Nomination Committee, however, OMX AB shall provide manpower resources
such as a secretary function for the Nomination Committee to facilitate the
Committee's work. As required, the company shall also pay for reasonable costs
for external consultants considered necessary by the Nominating Committee to
fulfill its obligations.
It is proposed that the principles above shall also apply to any Extraordinary
General Meetings that may be held. The Board's proposal is essentially the same
as the proposal of the Nominating Committee to the 2006 Annual General Meeting,
except that the 2006 Annual General Meeting was not required to elect an
auditor.
Point 13: The Board's proposal regarding principles for remuneration and other
employment conditions for the Executive Management Team
The Board proposes principles for remuneration and other employment conditions
for the Executive Management Team for approval by the Annual General Meeting.
The proposed principles are essentially the same as the Board's proposal to the
preceding Annual General Meeting.
In 2006, the Annual General Meeting adopted principles for remuneration and
other employment conditions for the Executive Management Team. The company did
not deviate from these guidelines and principles in 2006.
The objective of OMX's remuneration policy is to offer compensation that
facilitates the retaining and recruitment of qualified expertise for OMX.
Remuneration structure 2007
OMX's remunerations for the Executive Management Team comprise the following
components:
- Fixed salary
- Variable salary
(i) Short Term Incentive
(ii) Long-term Incentive (Share Match Program)
- Pensions
- Other benefits and severance pay
The basic principles for the remuneration structure for 2007 are:
- To promote agreement between employees and shareholders regarding their
long-term view of operations.
- To ensure that employees of OMX's various operations receive remuneration
that is competitive and in line with the market.
- To offer salary levels based on the results achieved, duties, competence,
experience and position, which entails their being neutral in terms of gender,
ethnic background, physical handicap and sexual orientation.
Fixed salary
For the members of OMX's Executive Management Team, reviews are conducted every
second year, except for the President, for whom a review is conducted every
third year. Reviews take into account market salary trends, employee
performance, changes in areas of responsibility, the development of the company
and local agreements and regulations.
Variable salary
Short Term Incentive
For 2007, the program comprises quantitative and qualitative targets, of which
60 percent are quantitative and 40 percent qualitative. Targets and conditions
are reviewed annually. Quantitative targets for 2007 are linked to return on
capital employed and budgeted operating income. The Short Term Incentive
program for 2007 comprises approximately 200 employees.
The maximum variable salary in 2007 under the Short Term Incentive program for
the Executive Management Team amounts to 50 percent of the fixed salary.
Long-term incentive programs
Share Match Program 2006
The introduction of the Share Match Program 2006 was approved by the Annual
General Meeting in April 2006. Assuming their employment is ongoing,
approximately 30 senior executives and key employees who participate in the
program may obtain five OMX shares per OMX share in which the participant has
invested in 2009, providing the following conditions are met.
(i) The average annual percentage increase in earnings per share between
January 1, 2006, and December 31, 2008, is equal to or exceeds twenty-five (25)
percent, and
(ii) The total annual return to shareholders shall be equal to or exceed an
index selected in advance by the Board, plus ten (10) percent.
No matching shares will be distributed if the average annual percentage
increase in the earnings per share is less than two (2) percent per year or if
the total annual return to shareholders is not better than the benchmark index.
Share Match Program 2007
See the Board's proposal under Point 14, below.
Pensions
OMX offers its employees a defined-contribution occupational pension unless
otherwise regulated by local agreements or other conditions. OMX's pension
plans for employees in Sweden offer them occupational pensions in line with the
market. Retirement age for all OMX employees is 65, including the President and
CEO, as well as other members of the Executive Management Team.
Other benefits
In general, OMX does not offer benefits beyond that encompassed by local
practice. Members of the Executive Management Team are entitled to healthcare
insurance.
Termination and severance pay
For OMX employees in general, a period of notice of three months applies for
both parties. For members of OMX's Executive Management Team, six months
applies for the employee and 12 months applies if notice is served by the
company. All members of the Executive Management Team are bound by a
competition clause of 12 months subject to penalty. The President has severance
pay amounting to six months' salary and a competition clause of 12 months.
In the event that the President's position in the company changes, due to an
acquisition or merger, such that his or her authorities and area of
responsibility are significantly reduced, he or she shall be entitled to
severance pay corresponding to six months' salary, regardless of whether the
President is served with notice or resigns.
Point 14: Board proposal on decision to introduce Share Match Program 2007 for
senior executives
In April 2006, the Annual General Meeting voted to introduce the Share Match
Program 2006. In conjunction with the Board's proposal of the Share Match
Program 2006, the Board declared that the intention was to have a similar
program in 2007. In accordance with the said intention, the Board now proposes
a Share Match Program for 2007.
It is the Board's opinion that a Share Match Program would encourage senior
executives and key employees in the Group to take a long-term approach to their
work and focus on adding shareholder value. The Board considers it vital that
more senior executives and key employees in OMX be included in the Share Match
Program, to stimulate and promote a long-term approach and a focus on
shareholder value.
The program is aimed at approximately 95 senior executives and certain key
individuals within the OMX Group. The CEO determines who these individuals
shall be and reports this to the Board's Remuneration Committee. The selection
of individuals granted the right to participate in the Share Match Program 2007
shall be based on their holding a senior and central position within the Group.
Of the approximately 95 participants in total, 30 employees are given the
opportunity of a maximum investment in OMX shares of the higher of 15 percent
of their annual fixed salary in 2007 before tax and the variable salary they
receive in accordance with the Short Term Incentive for 2006 after tax. The
other participants are entitled to a maximum investment in OMX shares of an
amount corresponding to the higher of 7.5 percent of their fixed annual salary
for 2007 before tax and their earned and received variable salary in accordance
with Short Term Incentive for 2006 after tax. The participants who do not have
the Short Term Incentive but do receive a sales bonus shall be entitled to
invest their sales bonus for 2006, instead of a variable salary received in
accordance with the Short Term Incentive, though never more than an amount
corresponding to four months' salary at their 2006 salary level after tax, if
the participant belongs to participant categories 1-30 and corresponding to
three months' salary at their 2006 salary level after tax, if the participant
belongs to participant categories 31-95. In addition, the President shall be
entitled to a maximum investment in 10,000 OMX shares, regardless of the above
investment restrictions. The President has signed an employment contract
involving a fixed salary, which is fixed during the period 2007-2009.
The number of invested shares and the circumstances described under points 1
and 2, below, shall subsequently provide the basis for the number of shares
that the participant is entitled to receive, without consideration, from the
company (“matching”).
On the condition that the participant retains his/her investment in OMX shares
for a period of approximately three years, through April 30, 2010, and that
his/her employment within the OMX Group is not terminated during that time, the
participant will have the right to receive a maximum of five OMX shares
(“matching shares”), in accordance with the conditions below, for each OMX
share in which he/she has invested. However, the President shall be entitled to
receive, for each invested OMX share, not more than eight matching shares in
accordance with the following.
For maximum matching of five OMX shares for each OMX share purchased, the
following conditions must be met:
1. The average annual percentage increase in earnings per share between January
1, 2007, and December 31, 2009, shall be equal to or exceed 20 percent. If this
earnings measure is achieved, participants shall be entitled to 2.5 matching
shares per purchased share. In order for participants to be entitled to
matching shares, the percentage increase in earnings per share must amount to 2
percent annually. Subsequently, the number of matching shares increases
linearly up to a maximum of 2.5 shares.
2. The total annual return to shareholders shall be equal to or exceed an index
predetermined by the Board plus 10 percent. The index is a weighted total
return to shareholders in companies competing with OMX in exchange and/or
technology operations. Exchange operations represent 70 percent of the index
and technology operations the remaining 30 percent. The total return to OMX
shareholders is determined by adding to the average closing price for OMX
shares during the final three months of 2009, the total dividend for the period
2006-2009, divided by the closing price for OMX shares on the record date for
the dividend. The total of this is then divided by the average closing price
for OMX shares during the final three months of 2006. The result is
subsequently subtracted by one and distributed equally over three years. For
participants to be entitled to matching shares, the total return to
shareholders must exceed the comparison index. Subsequently, the number of
matching shares increases linearly up to a maximum of 2.5 shares.
The Board intends to undertake hedging measures for the Share Match Program
2007, by wholly or partially allowing share swaps that the company entered into
with third parties to hedge previously issued stock options to also cover the
new program and/or wholly or partially cover the program through holdings of
treasury shares, assuming the Annual General Meeting makes a decision on the
agenda item concerning the acquisition of own shares that can be transferred to
employees under the Share Match Program 2007.
The hedging measures shall not lead to the issuance of new shares as a result
of the Share Match Program 2007. In the event of hedging via the repurchasing
of OMX shares, however, shares already issued may be repurchased first and then
delivered to employees or sold in the market to cover social security expenses.
The Share Match Program 2007 will have a dilution effect only if it is covered
through treasury shares acquired under the proposed repurchase program. These
dilution effects are expected to be marginal for the company and shareholders,
due to the limited extent of the program and the fact that the shares to be
delivered have already been issued. Delivery of matching shares under the
program will amount to not more than approximately 520,000 shares, which
corresponds to approximately 0.4 percent of the outstanding shares and the
voting rights in the company. The Board estimated that 150,000 matching shares
will be required for the Share Match Program 2007 and to cover social security
expenses, etc.
The Board has established guidelines for the ownership of OMX shares by
participants in the Share Match Program 2007. In brief, these guidelines entail
that members of the Executive Management Team are expected to own shares
equivalent to one year's salary after tax and for other participants to own
shares equivalent to a quarter of a year's salary after tax up to one half of
one years salary after tax.
According to the judgment of the Board, the costs for the Share Match Program
2007 are expected to amount to approximately SEK 25 M, distributed over the
period 2007 to 2009.
The Board proposes that the Board grant it a mandate to make minor changes to
the decision regarding the Share Match Program 2007, should this be considered
necessary for practical reasons.
The approval of the Share Match Program 2007 requires that it be supported by
shareholders representing at least half of the votes cast at the Annual General
Meeting.
The Board's complete proposal for the implementation of the Share Match Program
2007 is available from OMX AB and at www.omxgroup.com. The proposal will be
sent by mail to shareholders who request this.
Point 15: The Board's proposal concerning the repurchase and transfer of shares
A) Proposal concerning the acquisition and transfer of treasury shares to give
the Board a range of options in working with the company's capital structure
and to permit hedging of expenses relating to the Share Matching Programs 2006
and 2007.
The Board proposes that the Annual General Meeting authorize the Board to
repurchase and transfer shares, subject to the following conditions.
1. The acquisition of shares may take place on the Nordic exchange in Stockholm
at a price within the price range that is registered at any given time.
2. Shares may also be acquired in accordance with the acquisition offering
directed to all shareholders. The acquisition offering shall be based on a
price corresponding to the lowest market price at the time of the offering,
with a maximum upward deviation of 20 percent.
3. The company may acquire treasury shares such that its total holdings do not
amount to more than one-tenth of all of the shares in the company.
4. Transfer of shares may take place on the Nordic exchange in Stockholm at a
price within the price interval that may be registered at any given time.
5. The authorization may be exercised on one or more occasions, not, however,
extending past the Annual General Meeting in 2008.
The purpose of the proposal is to increase the range of options available to
the Board in its work with the company's capital structure and to permit
hedging of expenses, including social security expenses, relating to the Share
Match Programs for 2006 and 2007.
The reason for allowing the option of deviating from shareholders' preferential
rights in the transfer of treasury shares is that the transfer of shares on the
Nordic exchange in Stockholm can occur faster, with more flexibility and more
cost-effectively than transfer to all shareholders.
The Board's presentation of its proposal, in accordance with Ch. 19, § 22 of
the Swedish Companies Act, will be available from the company and on the
company's website from March 29, 2007, and will be delivered free of charge to
shareholders who inform the company that they wish to receive it.
Approval of the Board's proposal as described in point A), above, requires that
shareholders representing not less than two-thirds of both the votes cast and
the shares represented at the Annual General Meeting support the decision.
B) Proposal concerning the transfer of treasury shares to enable the company to
transfer shares to the employees participating in the OMX Share Match Programs
2006 and 2007.
The Board proposes that the Annual General Meeting decide on the transfer of
treasury shares, as follows:
a) The total number of OMX shares that may be transferred shall not exceed
520,000.
b) The right to acquires shares, with no consideration paid, shall accrue to
employees of the OMX Group who are covered by the conditions of the company's
Share Match Programs 2006 and 2007. Moreover, subsidiaries in the OMX Group
shall be entitled to acquire shares, with no consideration paid, whereupon such
subsidiaries shall be obliged to immediately transfer shares, with no
consideration paid, to employees of theirs who are covered by the company's
Share Match Programs 2006 and 2007.
c) The right to acquire shares shall accrue to any employee during the period
in which the employee is entitled to receive shares under the conditions of the
company's Share Match Programs 2006 and 2007 - that is, during the periods from
April 2009 or April 2010 to and including December 2009 or December 2010.
The purpose of the Board's proposals and the reasons for the deviation from
shareholders' preferential rights is so that the transfer of treasury shares
may occur, with no consideration being paid, to employees of the OMX Group as
part of the implementation of Share Match Programs 2006 and 2007.
Approval of the Board's proposal as described in point B), above, requires that
shareholders representing not less than nine-tenths of both the votes cast and
the shares represented at the Annual General Meeting support the decision.
Point 16: The Board's proposal to the Annual General Meeting to authorize the
Board to make a decision regarding the raising of certain loans
The Board proposes that the Annual General Meeting on April 12, 2007, decide to
authorize the Board to decide to raise loans for which the interest or the
amount by which repayment is to take place is wholly or partially dependent on
the dividend to shareholders, the performance of OMX shares, the company's
earnings or the company's financial position.
The authorization may be exercised on one or more occasions, though not
extending beyond the next Annual General Meeting. The purpose of the
authorization is primarily to refinance the bank facility.
Point 17: Endorsement of the Board's appointment of an Honorary Chairman
The Board has decided to appoint Olof Stenhammar as Honorary Chairman of OMX
AB. The decision is supported by the Nominating Committee and the Board
proposes that the Annual General Meeting endorse the appointment.
Olof Stenhammar founded OMX in 1984. Since then, he has served the company
initially as President and subsequently as Chairman of the Board. It is no
exaggeration to state that Olof Stenhammar is unique as an entrepreneur and
leader. He has and has had a major influence on the Swedish financial market.
He has received international acknowledgement for his accomplishments.
According to the Board, the appointment of an Honorary Chairman has no formal
significance but is rather a symbol of honor and an indication of the Board's
gratitude for his contribution to the company.
________________
The Annual Report and the Audit Report will be available from the company
effective Thursday, March 29, 2007. The complete proposals by the Board
regarding points 13-16 above are available from the company. All documentation
is made available at OMX AB (publ), Governance & Compliance, Tullvaktsvägen 15,
SE-105 78 Stockholm and at www.omxgroup.com. Documents will be sent to
shareholders free of charge upon request.
Personal details submitted to the company by shareholders will only be used in
connection with the Annual General Meeting and the registration and processing
necessary in conjunction with the Meeting.
________________
Stockholm, March 2007
The Board of Directors
1) The Nominating Committee, which represents shares holding approximately 27
percent of the voting rights for all shares, comprised Malin Björkmo (a
Director of the Swedish Ministry of Enterprise, Energy and Communications),
Arne Liljedahl (Group CFO Nordea), KG Lindvall (member of the Board of Swedbank
Robur Fonder), Olof Stenhammar (Chairman of the Board of OMX AB) and Jacob
Wallenberg (Chairman of the Board of Investor AB). Jacob Wallenberg has served
as Chairman of the Nominating Committee and Olof Stenhammar as Convenor of the
first meeting of the Nominating Committee.
A description of the work of the Nominating Committee can be found at
www.omxgroup.com.
2) OMX shares will be traded ex dividend as of April 13.
