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Extraordinary General Meeting Of OMX Shareholders

Date 15/12/2004

In conjunction with the offer to the shareholders of Copenhagen Stock Exchange (CSE), the Board of Directors of OMX has today decided to call an Extraordinary General Meeting of shareholders to take place on February 3, 2005 at 16.00 CET at the OMX office on Tullvaktsvägen 15 in Stockholm, Sweden. At this meeting, the Board of Directors of OMX will, among other things, present a proposal to OMX shareholders regarding a mandate to authorize to the Board to issue new shares as consideration in the offer to the shareholders of CSE.

On December 1, 2004, OMX and CSE signed and presented an agreement regarding the combination of the two companies, which will be made through an offer from OMX to the shareholders of CSE to acquire all outstanding shares of CSE. The main terms of the offer are:

  • OMX will offer 42.7448 newly issued shares in OMX in exchange for each CSE share or cash consideration of DKK 3,050 per CSE share, or a combination thereof.
  • The consideration to be paid in the share exchange offer is limited to a maximum number of 7,007,347 newly issued OMX shares in case of full acceptance of the offer, or a corresponding lower number of newly issued OMX shares in case of a lower acceptance level of the offer.
  • For more information about the offer and the conditions attached to the offer, see the press release issued on December 1, 2004.
The Board of Directors of OMX will also propose to OMX shareholders to resolve on a reduction of the share premium reserve of OMX, by an amount corresponding to the amount by which the share capital and the share premium reserve will be increased following the issue of new shares as consideration in the share exchange offer. The amount by which the share premium reserve will be reduced shall be transferred to the retained profits of OMX.

Furthermore, the Board of Directors propose to OMX shareholders to amend the articles of association of OMX as required on account of the combination of OMX and CSE (i.e. to the effect that, among other things, OMX’s Board of Directors shall consist of not less than five and not more than eight members).

The complete agenda for the Extraordinary General Meeting will be included in the invitation to the Extraordinary General Meeting, which will also be sent out as a press release prior to the meeting.