Notice of Extraordinary General Meeting of OMX AB Hereby, OMX AB announces the content of the notice concerning OMX ABs Extraordinary General Meeting on October 23, 2006. Attachment: Notice of Extraordinary General Meeting of OMX AB. For more information, please contact: Niclas Lilja, Media Relations, OMX +46 8 405 63 95 Notice to attend Extraordinary General Meeting of OMX AB shareholders The shareholders in OMX AB (publ) (OMX) are hereby given notice to attend an Extraordinary General Meeting to be held on Monday, October 23, 2006, beginning at 17:00 CET at OMXs head office, Tullvaktsvägen 15 (Frihamnen) in Stockholm. Registration, etc. Shareholders who wish to participate in the Extraordinary General Meeting must be listed in the register of shareholders maintained by VPC AB (VPC) no later than Tuesday, October 17, 2006, 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, no later than Thursday, October 19, 2006 at 16:00 CET. Registration must include the shareholders name, personal identity number/corporate registration number, address and telephone number, as well as the number of advisors. Registration can also be made on OMX ABs website at www.omxgroup.com, or by email to firstname.lastname@example.org. Powers of attorney, registration certificates and other documentation of eligibility should be received by OMX at the above address not later than Thursday, October 19, 2006, to facilitate admission to the Extraordinary General Meeting. Entry cards will be sent to all shareholders who have announced their intention to attend. 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 by Tuesday, October 17, 2006, at the latest. This means that 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 in owner accounts with the Finnish central securities depository (APK) are nominee-registered at VPC, and APK will automatically re-register these shareholders on Monday, October 16, 2006. 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 Extraordinary General Meeting. Registration to attend the General Meeting and the re-registration of shares must be made well in advance and no later than 16:00 CET on Monday, October 16, 2006. Registration must be made to Værdipapircentralen, Aktiebogsafdelningen, Helgeshøj Allé 61, P.O. Box 20 DK-2630 Taastrup, Denmark, by telephone +45-4358 8866, or by telefax +45-4358 8867. On Tuesday, October 17, 2006, 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. Proposal to authorize the Board to decide on an increase in the Companys share capital through the issue of new shares 8. Proposal for an extra dividend 9. Closing of the Meeting PROPOSALS FOR DECISION Point 7 Motion concerning authorization of the Board of Directors to decide on an increase in the Companys share capital through the issue of new shares. The Board proposes that the Extraordinary General Meeting authorize the Board to decide on an increase in the Companys share capital by a maximum amount of SEK 4,140,000 through the issue on one or more occasions of not more than 2,070,000 new shares during the period up to the Annual General Meeting in 2007. The issue of new shares shall be implemented with a provision concerning non-cash consideration to be paid in connection with the acquisition of the Icelandic company Eignarhaldsfelagid Verdbrefathing HF (EV), whereby the right to subscribe for the new shares shall be limited exclusively to holders of shares in EV with rights and obligations for subscribers to pay for the new shares through the transfer to OMX of their EV shares in accordance with the terms and conditions applicable to the acquisition. The resolution of the Extraordinary General Meeting in regard to authorization must be approved by a majority vote. Point 8 Motion concerning an extra dividend The Board also proposes that the Extraordinary General Meeting approve a profit distribution (extra dividend) of SEK 3 per share, or a total of SEK 355,718,721. In accordance with Chapter 17, Section 3, first paragraph of the Swedish Companies Act, the amount remaining for distribution, after the implementation of the dividend approved by the 2006 Annual General Meeting, is SEK 1,757,761,335. No additional value transfers have subsequently been implemented. Thursday, October 26, 2006 has been proposed as the record date for the dividend. Should the Extraordinary General Meeting approve this motion, it is anticipated that the dividend payments will be distributed by VPC on Tuesday, October 31, 2006 1). The Board considers that the proposed dividend to shareholders is justified bearing in mind the demands placed on the size of the share capital base by operations of this type, magnitude and risk, and the Companys need to strengthen its balance sheet, liquidity and overall position. The equity/assets ratio is satisfactory, considering the fact that the Companys and the Groups operations continue to be conducted profitably. It has been concluded that liquidity in the Company and within the Group can be maintained at a similarly secure level. Shareholders equity (after taking tax effects into account) includes unrealized gains of SEK 39 million, which derive from financial instruments being booked at market value. In the opinion of the Board, the proposed dividend will not hinder the Company and the other companies in the Group from fulfilling their obligations over the short and long term, nor will it prevent the fulfillment of the requisite investments. Accordingly, the proposed dividend can be justified with regard to the stipulations of Chapter 17, Section 3, Paragraphs 2-3 of the Swedish Companies Act (prudence rule). The resolution of the Extraordinary General Meeting in regard to the extra dividend must be approved by a majority vote. DOCUMENTATION The complete Board motions in accordance with points 7 and 8 above and the documentation in accordance with Chapter 13, Sections 6-8 and Chapter 18, Sections 4-6 of the Swedish Companies Act will be available at OMX AB, Tullvaktsvägen 15, Stockholm, Sweden as of Monday, October 9, 2006 and will be distributed upon request to shareholders who supply their postal addresses. The Board motions in accordance with points 7 and 8 above will also be available on the Companys website at www.omxgroup.com. 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. TRANSPORT SERVICE IN STOCKHOLM The simplest way to travel to the Extraordinary General Meeting is to take one of the hired buses that will start from Valhallavägen, outside Fältöversten, bus stop Värtavägen, which is very close to the Karlaplan subway station. The bus service will commence at 3:50 p.m. and will thereafter operate on a shuttle basis until the Extraordinary General Meeting starts. When the Extraordinary General Meeting ends, the bus service will start to run in the opposite direction. Car-parking facilities are available by the OMX office. Stockholm. October 2006 OMX Aktiebolag (publ) Board of Directors 1) The OMX share will trade excluding dividend from October 24 About OMX | OMX is a leading expert in the exchange industry. Through the Nordic Exchange in Copenhagen, Stockholm, Helsinki, Riga, Tallinn and Vilnius, OMX offers access to approximately 80 percent of the Nordic and Baltic securities market. Our integrated technology solutions span the transaction chain enabling efficient securities transactions for exchanges, clearing organizations and central securities depositories around the world. OMX is listed on the Nordic Exchange in Stockholm, Helsinki and Copenhagen. For more information, please visit www.omxgroup.com PDF
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