Notice of 2006 Annual General Meeting of OMX AB

Hereby, OMX AB announces the content of the notice concerning OMX AB’s Annual General Meeting on April 6, 2006. Attachment: Notice of OMX AB’s Annual General Meeting 2006. For more information, please contact: Niclas Lilja, VP Corporate Communications, OMX +46 8 405 63 95 About OMX | OMX is a leading expert in the exchange industry. As owner and operator of the Nordic Exchange in Copenhagen, Stockholm, Helsinki, Riga, Tallinn and Vilnius, OMX offers access to approximately 80 per cent of the Nordic and Baltic securities market. Our integrated technology solutions span the entire transaction chain, enabling efficient securities transactions for exchanges, clearing organizations, central securities depositories and other financial institutions around the world. OMX is listed on the Nordic Exchange in Stockholm, Helsinki and Copenhagen. For more information, please visit www.omxgroup.com Notice of 2006 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 Thursday, April 6, 2006, 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 Friday, March 31, 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, not later than Monday, April 3, 2006 at 16:00 CET. Registration must include the shareholder’s name, social security 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 Monday, April 3, 2006, 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 Extraordinary General Meeting. This re-registration must be made by Friday, March 31, 2006, 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 Thursday, March 30, 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 Annual General Meeting. Registration to attend the Annual General Meeting and the re-registration of shares must be made well in advance of 16:00 CET on Thursday, March 30, 2006. Registration and requests for re-registration of shares should be made to Danske Bank A/S, 4535 Aktiebog, Holmens Kanal 2–12, DK-1092 Copenhagen K, Denmark, by telephone +45-4339 2885 or by telefax +45-4339 4669. On Friday March 31, 2006, Danske Bank 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 Agenda5. 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 and information about OMX’s application of the Swedish Code of Corporate Governance. 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 and Chairman. 12. Appointment of Nominating Committee. 13. Board’s proposal for decision concerning changes in articles of association. 14. Board’s proposal for decision concerning introduction of a Share Savings Program in 2006 for senior executives. 15. Board’s proposal on principles for remuneration and other terms of employment for Group management. 16. Other matters 17. Closing of the Meeting PROPOSALS FOR DECISION Point 2: Chairman of the Meeting The Nominating Committee1) 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 2,527,844,331 be distributed in a manner whereby a dividend of SEK 3 per share should be paid for fiscal year, in addition to an extraordinary dividend of SEK 3.50 per share. The Board proposes Tuesday, April 11, 2006 as the record date. If the Annual General Meeting approves the proposal, dividends are expected to be sent from VPC on Tuesday, April 18, 2006. Point 9: Proposed number of Board members The Nominating Committee proposes that the Board of Directors shall comprise eight members. 1) The Nominating Committee, which represents shareholders with a combined total of about 33 percent of voting rights for all shares, has consisted of Ramsay Brufer (responsible for Alecta ownership questions), Eva Halvorsson (Director, Ministry of Industry, Employment and Communications), KG Lindvall (Board member Rober Fonder), Olof Stenhammar (Chairman of OMX), Jacob Wallenberg (Chairman of Investor AB). Jacob Wallenberg has been the Chairman and Olof Stenhammar the Convener of the Nominating Committee. Effective December 9, 2005, Eva Halvorsson was replaced by Lars Johan Cederlund (advisor to Ministry of Industry, Employment and Communications). A presentation of the Nominating Committee’s work is available at www.omxgroup.com 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 increased fixed fee of SEK 2,500,000, 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 increased 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. With regard to the fixed Board fee, the Swedish Government’s representative in the Nominating Committee has declared the proposed increase to be too high and that he cannot therefore support the Nominating Committee’s proposal in this regard. The other members of the Nominating Committee are united in their support of the proposal. Further details on the Nominating Committee’s proposal regarding Board fees and its recommendation that Board members to 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 The Nominating Committee proposes that the following Board members be re-elected: Adine Grate Axén, Urban Bäckström, Bengt Halse, Birgitta Klasén, Tarmo Korpela, Hans Munk Nielsen, Markku Pohjola and Olof Stenhammar. It is also proposed that Olof Stenhammar be reelected as Chairman of the Board. At the 2003 Annual General Meeting, it was resolved to re-elect Authorized Public Accountant Björn Fernström as a permanent auditor and Authorized Public Accountant Peter Clemedtson as a new accountant, as well as Authorized Public Accountants Per Hedström and Bo Hjälmarsson as new deputy auditors. All of the auditors were elected to four-year terms. No elections of auditors will be held at this Meeting, accordingly, with the next election scheduled for the 2007 Annual General Meeting. 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. 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 2007 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 eventual compensation of committee work. (iv) Auditors (v) Fees paid to auditors (vi) Nominating Committee for 2008 Annual General Meeting. In parallel with its assignment, the Nominating Committee shall also comply with the Swedish Code of Corporate Governance as it applies to the Nominating Committee. 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 eventual Extraordinary General Meetings. Point 13: Changes in Articles of Association The Board of Directors herewith proposes to the Annual General Meeting the following changes in the Articles of Association affecting Article 5, Article 6 paragraph 2, Article 7, Article 10 paragraph 1, Article 11 paragraphs 1 and 2, and Article 12: Present wording: New wording: Article 5: Article 5: Each share shall have a par value The number of shares shall amount to of two kronor (SEK 2). not less than 84,000,000 and not more than 336,000,000 shares. Article 6, paragraph 2: Article 6, paragraph 2: Members shall be elected each year Members shall be elected each year at the Annual General Meeting (Sw. at the Annual General Meeting (Sw. ordinarie bolagsstämma) for a term årsstämma) for a term until the until the close of the next Annual close of the next Annual General General Meeting (Sw. ordinarie Meeting (Sw. årsstämma). bolagsstämma). Article 7: Article 7: One or two auditors, as well as not One or two auditors, as well as not more than an equal number of more than an equal number of alternate auditors shall be elected alternate auditors shall be elected at Annual General Meetings (Sw. at Annual General Meetings (Sw. ordinarie bolagsstämma). årsstämma). Article 10, paragraph 1: Article 10, paragraph 1: The following matters shall be The following matters shall be addressed at Annual General addressed at Annual General Meetings Meetings (Sw. ordinarie (Sw. årsstämma): bolagsstämma): Article 11, paragraphs 1 and 2: Article 11, paragraphs 1 and 2: Notices to attend General Meetings Notice to attend the Annual General shall be published through shall be announced in the Official announcements in the Official Gazette (Post- och Inrikes Gazette (Post- och Inrikes Tidningar) as well as Svenska Tidningar) as well as Dagens Dagbladet and Helsingin Sanomat or Nyheteror Svenska Dagbladet or Kauppalehti and in Berlingske another national daily newspaper in Tidende or Børsen. Sweden, as well as in Helsingin Sanomat or Kauppalehti or another national daily newspaper in Finland, as well as in Berglingske Tidende or Børsen or another national daily newspaper in Denmark. Shareholders who wish to participate in the proceedings at General Shareholders who wish to Meetings must be included in a participate in the proceedings at printout of the entire share General Meetings must be included register regarding circumstances in a printout of the entire share five working days prior to the register regarding circumstances meeting and must notify the Company ten days prior to the meeting and not later than 16.00 CET on the day must notify the Company not later stated in the notice to attend the than 16.00 CET on the day stated in meeting. The aforementioned day may the notice to attend the meeting. not be a Sunday, other public The aforementioned day may not be a holiday, Saturday, Midsummer Eve, Sunday, other public holiday, Christmas Eve or New Year's Eve, and Saturday, Midsummer Eve, Christmas may not occur earlier than five Eve or New Year's Eve, and may not working days prior to the meeting. occur earlier than five weekdays prior to the meeting. Article 12: Article 12: Persons who, on the adopted record The company’s shares shall be date, are recorded in the share registered in a reconciliation list register or in a list in accordance in accordance with the Swedish with Chapter 3, section 12 of the Financial Instruments Act (1998: Swedish Companies Act shall be 1479). authorized to receive dividends, issue certificates and, in the event of bonus issues, new shares that inure to shareholders. For decisions in accordance with Board proposals, shareholders representing a minimum of two-thirds of the voting rights and the number of shares represented at the Meeting are required. Point 14: Board proposal on decision to introduce Share Match Program 2006 for senior executives The Board proposes that the Company introduce a new long-term incentive program, Share Match Program 2006, for certain senior executives in accordance with the following: The Share Match Program 2006 is included in OMX’s remunerations structure as a long-term incentive program combined with fixed and variable salary. OMX has not had a long-term program of this kind since 2003. The program is intended to be followed by similar programs in future years. The program is aimed at approximately 30 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 shall be based on their holding a senior and central position within the Group. Within the framework of the 2006 program, participants undertake to make investments through the purchase of shares in OMX. Following this, the number of shares purchased and the conditions stated under points 1 and 2 below determine the number of shares the participant has the right to receive free of charge 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, 2009 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, in accordance with the conditions below, for each OMX share in which he/she has invested. The number of shares depends on the development of the company over a three-year period from 2006 through 2008. For maximum matching of five OMX shares for each OMX share purchased, the following conditions must be met: The average annual percent increase in earnings per share between January 1, 2006 and December 31, 2008 shall be equal to or exceed 25 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. 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 2008 the total dividend for the period 2005-2008, divided by the closing price for OMX shares on the record day for the dividend. The total of this is then divided by the average closing price for OMX shares during the final three months of 2005. 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. Existing share swaps with third parties shall be used as hedging measures for the Share Match Program 2006. According to the judgment of the Board, the costs for the Share Match Program 2006 are expected to amount to approximately SEK 10 M, distributed over the period 2006 to 2008. The approval of the Share Match Program 2006 requires that it be supported by shareholders representing at least half of the votes cast at the Annual General Meeting. The Board also proposes that the Board grant it a mandate to make minor changes to the decision regarding the Share Match Program 2006, should this be considered necessary for practical reasons. The Board has established guidelines for the ownership of OMX shares by participants in the Share Match Program 2006. In brief, these guidelines entail that members of Group Management are expected to own shares equivalent to one year’s salary after tax and for other participants to own shares equivalent to half a year’s salary after tax. The Board’s complete proposal for the implementation of the Share Match Program 2006 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 regarding principles for remuneration and other employment conditions for Group Management In accordance with the Swedish Code for Corporate Governance, the Board proposes principles for remuneration and other employment conditions for Group Management for approval by the Annual General Meeting. The objective of OMX’s remuneration policy is to offer compensation that facilitates the retaining and recruitment of qualified expertise for OMX. Remuneration structure 2006 OMX’s remunerations comprise the following components: Fixed salary Variable salary (Short Term Incentive, STI 2006) Long-term incentive programs (Share Match Program 2006, conditional on the approval by the Annual General Meeting of the Board’s proposal under Point 14 above). Pensions Other benefits and severance pay For the President and CEO of OMX, Magnus Böcker, fixed salary for 2006 amounts to SEK 4.38 m. Variable salary is expected to amount to approximately 25 percent of fixed salary and the long-term incentive program to approximately 25 percent of total remuneration. The basic principles for the remuneration structure for 2006 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, sexual orientation, etc. Fixed salary For the members of OMX’s Group Management, reviews are conducted every second 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 2006 (Short Term Incentive) For 2006, the program comprises quantitative and qualitative targets, of which 60 percent are quantitative and 40 percent qualitative. Targets and conditions are reviewed annually. Qualitative targets for 2006 are linked to return on capital employed and budgeted operating income. Maximum variable salary (Short Term Incentive) amounts to 50 percent of fixed salary. The program for variable salary 2006 (Short Term Incentive) comprises approximately 150 managers and other key individuals. Long-term incentive programs The objective of long-term incentive programs is, in part, to increase OMX’s attractiveness as an employer and, in part, to increase employees’ focus on the shareholder value in terms of growth and profitability. The Board proposes the introduction of the Share Match Program 2006 as a long-term incentive program. As mentioned above, OMX has not had a long-term incentive program since 2003, which represents a shortcoming in OMX’s remuneration structure. 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 Group Management. Other benefits In general, OMX does not offer benefits beyond that encompassed by local practise. Members of Group Management are entitled to healthcare insurance. Termination For OMX employees in general, a period of notice of three months applies for both parties. For members of OMX’s Group Management, six months applies for the employee and 12 months applies if notice is served by the company. All members of Group Management are bound by a competition clause of 12 months subject to penalty. The competition clause and penalty in employment contracts will be reassessed during 2006 and a new proposal will be made to the Remuneration Committee during the first quarter of 2006. ________________ The Annual Report and the Audit Report will be available from the company effective March 23, 2006. The complete proposals by the Board regarding point 14 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 2006 The Board of Directors