OMX’s Board of Directors to Propose Senior Management Share Match Program at AGM

OMX’s Board of Directors, subject to approval by the Annual General Meeting, has resolved to establish a share matching program for senior managers. The program, which is performance based, is intended to serve as a competitive tool to attract and retain employees, reward target fulfillment, and create added value for OMX shareholders.

“OMX is a knowledge company in a strong global market. Attracting and retaining the best employees is therefore crucial to OMX's success. We believe that the share match program we have formulated for senior managers meets our requirements for being market-based and competitive. The program contains an element of risk for the participants and is conditional on profit growth. In addition, the share must have a return that is better than that of our competitors,” says Olof Stenhammar, Chairman of OMX. “Our objective has been to strike a balance between the desire to invest in OMX, in terms of both time and money, and a beneficial dividend if performance-based objectives are met.” The Remuneration Committee, consisting of Olof Stenhammar (chairman), Adine Grate Axén and Bengt Halse, formulated the OMX Share Program 2006 with the support of independent international experts and in consultation with major shareholders. OMX Share Match Program 2006 in brief The program is aimed at about 30 senior managers and key individuals within the OMX Group. Participation in the program requires a personal investment in OMX shares, maximum 7,5% of fixed salary 2006 before tax or maximum bonus from 2005. The program will span over three years, after which employees may receive a maximum of five OMX shares, known as matching shares, for each invested OMX share. For maximum matching, the following two conditions must be fulfilled: 1. average annual percentage increase of earnings per share (EPS) between January 1, 2006 and December 31, 2008 must be equal to or exceed 25 percent, and 2. annual total shareholder return (TSR) must exceed a comparative index*, that is predetermined by the Board of Directors, by ten percentage points No matching shares will be distributed if the percentage increase in earnings per share is less than two (2) per cent per year or if the total shareholder return to is not better than the comparative index. * OMX has developed a comparative index that is 70 per cent weighted with other exchanges and 30 per cent with thirteen technology firms. Among the exchanges, Deutsche Boerse, Euronext and the London Stock Exchange are the heaviest comparable firms. Technology firms include Tata Consultancy, TietoEnator and CAP Gemini. If participants invest the permitted maximum in the OMX Share Match Program 2006, and maximum matching takes place, a maximum of about 100,000 OMX shares would be transferred to participants, according to the Board of Directors' assessment. Expected amount of matching shares needed for the program are 75,000, including social security costs and other costs. This figure is based on the bonus expected to be paid for 2005, the acceptance level among participants, and the outcome of the program. If President and Chief Executive Officer Magnus Böcker invests the maximum number of shares in the OMX Share Match Program 2006 the investment will amount to SEK 700 000. Expected value of the matching shares amounts to SEK 875 000 after tax excluding an assumption of share price appreciation. Hedging arrangements OMX is hedging the OMX Share Program 2006 by using an existing surplus of shares in an equity swap agreement the company entered into with an external party to hedge previous employee stock option programs. Within the framework of the current program, the participants' matching shares will be provided direct from the equity swap after the Company reimburses the external party according to the terms and conditions of the equity swap. Costs and dilution effects Costs to the Company for the OMX Share Match Program 2006 will include administrative expenses, compensation expenses and social security costs. The Board of Directors expects the costs for the program to be about SEK ten million distributed between 2006 and 2008. The maximum cost can go up to approximately SEK 25 million for the same period, given full participation and full matching of five shares. The OMX Share Match Program 2006 will not generate any dilution for shareholders. Decisions concerning the OMX Share Match Program 2006 For a decision to be adopted, as proposed by the Board of Directors, shareholders representing more than half of the votes given at the Annual General Meeting must support the decision. For additional information about the program, please refer to the notice of the Annual General Meeting, which will be sent out in early March 2006.