It was also decided that the share premium reserve would be reduced by an amount corresponding to the amount required to supply the share capital and the share premium reserve for the aforementioned new issuance. The amount by which the share premium reserve was reduced shall be transferred to OMX’s balanced earnings, with the aim of increasing the possibility of dividend payouts to the company’s shareholders in the future. The decision is, among other things, conditional upon the realization of the aforementioned new share issue.
It was further decided at the general meeting that there shall be seven members on the Board of Directors, and no substitute members. However, there shall be eight members if or when the merger between OMX and the Copenhagen Stock Exchange is realized.
Urban Bäckström, Birgitta Klasén and Henrik Normann were elected as new ordinary members of the Board of Directors. Adine Grate Axén, Bengt Halse, Tarmo Korpela, Markku Pohjola and Olof Stenhammar were elected as ordinary members of the Board of Directors at the ordinary general on March 25, 2004. Gunnar Brock, Thomas Franzén, Timo Ihamuotila and Mikael Lilius have chosen to resign from the Board.
It was decided that compensation to each newly elected member of the Board of Directors would be SEK 200,000, reduced by an amount in respect of the period, calculated from the annual general meeting in 2004, during which the person was not a member of the Board of Directors. For the members who have resigned from the Board of Directors, the compensation shall be SEK 200,000, reduced by an amount in respect of the period until the annual general meeting in 2005 during which the person is no longer a member of the Board of Directors. Other fees for the Board of Directors apply in accordance with resolutions adopted at the annual general meeting on March 25, 2004.
Finally, regarding changes to the articles of incorporation about the number of board members, it was decided that there shall be no substitute members and that no changes shall be made regarding the way in which board members are given notice to attend meetings.
All decisions made by the Board of Directors, with the exception of the decision to elect Urban Bäckström and Birgitta Klasén to the Board, shall only apply providing the merger between OMX and the Copenhagen Stock Exchange goes ahead.
