Notice to attend the Annual General Meeting 2005 in OMX AB
Notice to attend the Annual General Meeting 2005 in OMX AB The shareholders of OMX AB (publ) (OMX) are hereby summoned to the Annual General Meeting of shareholders to be held on Thursday, April 7, 2005 at 17:00 CET at OMXs headquarters at Tullvaktsvägen 15 (Frihamnen) in Stockholm. Notice etc. Shareholders who wish to attend the Annual General Meeting must be registered in the register of shareholders kept by VPC AB (VPC), no later than Thursday, March 24, 2005, as well as inform OMX AB of their intention to attend either by post to OMX AB, SE-105 78 Stockholm, Sweden, or by telephone +46 8 405 60 00, no later than Friday, April 1, 2005 at 16:00 CET. Registration must include the shareholders name, social security/corporate registration number, address and telephone number, as well as the number of accompanying assistants. Registration can also be made on OMXs website at www.omxgroup.com or by e-mail to firstname.lastname@example.org. All powers of attorney, registration certificates and other authorizing documents should be received by the Company at the above address no later than Monday, April 4, 2005. Entry cards will be sent out to all persons who have registered their attendance. 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 Thursday, March 24, 2005 at the latest. Thus, shareholders must notify their nominee regarding such registration in due time. 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 Wednesday, March 23, 2005. Such Finnish shareholders, however, must themselves notify OMX of their intention to attend in accordance with the instructions above. Instructions for 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. Registration to attend the Annual General Meeting and the re-registration of shares must be made in due time by 16:00 CET on Tuesday, March 22, 2005 at the latest. Registration and request for re-registration of shares should be made to Danske Bank by post to Danske Bank A/S , 4535 Aktiebog, Holmens Kanal 2-12, DK-1092 Copenhagen K, Denmark, by telephone +45 4339 2885 or by fax +45 4339 4669. On March 23, 2005, Danske Bank will forward such registrations to OMX and conduct any necessary re-registration of shares with VPC. PROPOSED AGENDA 1. Opening of the Meeting. 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. Consideration of whether the Meeting has been duly convened. 7. Presentation of the annual report and auditors' report and, where applicable, the consolidated financial statements and auditors' report for the Group, the CEOs commentary, description of the work of the Board of Directors, the Remuneration Committee and Audit Committee, as well as information about OMXs application of the Swedish Code of Corporate Governance. 8. Resolutions a) on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and balance sheet; b) on the discharge of liability of the Board of Directors and Chief Executive Officer; c) on the appropriation of the Company's profits or losses in accordance with the adopted balance sheet. 9. Establishment of the number of Board members and deputy Board members and, where applicable, auditors and deputy auditors to be elected by the Meeting. 10. Approval of remuneration to be paid to the Board of Directors and, where applicable, fees payable to the auditors. 11. Election of the Board of Directors and the Chairman of the Board of Directors as well as any deputy Board members and, where applicable, auditors and deputy auditors. 12. Appointment of the Nominating Committee. 13. Any other business. 14. Closing of the Meeting. PROPOSED RESOLUTIONS Item 2: Proposed Chairman of the Meeting The Nominating Committee proposes that Dr. Econ. & Phil h.c. Olof Stenhammar be elected as Chairman of the Meeting. Item 8 c) Proposal appropriation of profits The Board of Directors proposes that no dividend be distributed to shareholders and that funds available for distribution of a deficit of SEK 566 445 962 be covered by the utilization of restricted reserves. Item 9 Proposed number of Board members The Nominating Committee proposes that the number of Board members remain unchanged at eight. Item 10 Proposed remuneration to the Board of Directors and auditors The Nominating Committee proposes that the following remuneration be paid to members of the Board: an unchanged amount of SEK 700,000 to the Chairman and an unchanged amount of SEK 200,000 to each of the other members. In addition, SEK 50,000 will be paid to each of the members of the Audit Committee and the Remuneration Committee, which is an increase of SEK 25,000. Auditors' fees will be paid in the usual manner against authorized invoices. Item 11 Proposed election of Board members The Nominating Committee proposes that the Meeting elect to reappoint Adine Grate Axén, Urban Bäckström, Bengt Halse, Birgitta Klasén, Tarmo Korpela, Henrik Normann, Markku Pohjola and Olof Stenhammar as Board members. Olof Stenhammar is proposed as Chairman of the Board. The Annual General Meeting in 2003 resolved to re-elect Authorized Public Accountant Björn Fernström and to elect Per Clemedtson as auditors as well as to elect Authorized Public Accountants Per Hedström and Bo Hjalmarsson as new deputy auditors. Auditors are elected every four years, which is why no auditors will be elected at this Meeting, but instead at the Annual General Meeting in 2007. Item 12 Nominating Committee Investor AB, the Swedish State, Robur fonder, Nordea and Olof Stenhammar, which as shareholders together represent approximately 35 percent of all shares in the company, have advised the Company that they will propose that the Meeting resolve the following: A Nominating Committee shall be composed such that the four largest shareholders, who wish to participate, shall each appoint a representative at least six months before the Annual General Meeting (who shall not be a member of the Board of Directors) with the Chairman of the Board as convener. The Chairman of the Nominating Committee shall, unless decided otherwise by the members, be the member who represents the largest shareholder. The term of the Nominating Committee shall be until the appointment of a new Nominating Committee. As soon as a Nominating Committee has been appointed, it shall be made public. If during the term of the Nominating Committee one or several of the shareholders who appoint the members of the Nominating Committee ceases to constitute one of the four largest shareholders who wished to participate in the Nominating Committee, the member appointed by such a shareholder shall resign and the shareholder(s) that have become the four largest shareholders shall appoint representatives. In the event that one of the entitled shareholders refrains from appointing a representative, the next largest shareholder shall be given the right such that four shareholders each appoint a representative. If no special circumstances apply, no changes shall be made to the composition of the Nominating Committee if only marginal changes have occurred in shareholding or the changes occurred later than two months before the Annual General Meeting. Shareholders that have appointed a member of the Nominating Committee have the right to dismiss such a member and appoint a new member of the Nominating Committee. Changes in the composition of the Nominating Committee shall be made public as soon as they have been carried out. The Nominating Committee shall make proposals to be resolved at the Annual General Meeting in 2006 regarding: (i) Chairman for the Annual General Meeting. (ii) Members and Chairman of the Board of Directors. (iii) Remuneration to the Board of Directors to be distributed between the Chairman and other members of the Board, and any remuneration for committee work. (iv) Remuneration to auditors. The Nominating Committee shall in connection with its commission also carry out the tasks that are incumbent on them in accordance with the Swedish Code of Corporate Governance. No remuneration is paid to the members of the Nominating Committee. However, OMX AB shall upon request from the Nominating Committee provide human resources, e.g. the secretary function of the Nominating Committee, to facilitate the work of the Nominating Committee. The Company shall also, as needed, bear the reasonable costs of external consultants that the Nominating Committee deems necessary to carry out its commission. The principles stated above shall also apply in the event of an Extraordinary General Meeting. ________________ Personal information provided to the Company by shareholders during the notification process will only be used in conjunction with the Annual General Meeting and related necessary registration and processing. ________________ Stockholm, March 2005 The Board of Directors For more information, please contact: Hans Berggren, Chief Legal Counsel +46 8 405 66 40 PDF
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