Notice of Extraordinary General Meeting of OMX AB.STOCKHOLM Stockholm (stŏk`hôlm'), city (1995 pop. 692,954), capital of Sweden and of Stockholm co., E Sweden, situated where Lake Mälaren flows into the Baltic Sea. , Sweden Sweden, Swed. Sverige, officially Kingdom of Sweden, constitutional monarchy (2005 est. pop. 9,002,000), 173,648 sq mi (449,750 sq km), N Europe, occupying the eastern part of the Scandinavian peninsula. -- Hereby, OMX OMX Office Max (stock symbol) AB announces the content of the notice concerning OMX AB's 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 CET abbr. Central European Time CET Central European Time CET n abbr (= Central European Time) → hora de Europa central CET abbr at OMX's head office, Tullvaktsvagen 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 (1) (Virtual Processor Complex) An IBM mainframe multiprocessing system that uses several computers under tight central control. (2) See Virtual PC. 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 shareholder's 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 AB's website at www.omxgroup.com, or by email to egm@omxgroup.com. 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 nominee n. 1) a person or entity who is requested or named to act for another, such as an agent or trustee. 2) a potential successor to another's rights under a contract. registered through the notary notary or notary public Public officer who certifies and attests to the authenticity of writings (e.g., deeds) and takes affidavits, depositions, and protests of negotiable instruments. department of a bank or with a private securities broker must temporarily register their shares with VPC in their own name to be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: 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 APK Algemene Periodieke Keuring (Dutch) APK Amplitude Phase-Shift Keying APK Afrikaanse Protestante Kerk (Afrikaans Protestant Church) APK Albion Portal Keep central securities depository The place where a deposit is placed and kept, e.g., a bank, savings and loan institution, credit union, or trust company. A place where something is deposited or stored as for safekeeping or convenience, e.g., a safety deposit box. 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 Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. 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 ("Vaerdipapircentralen") 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 Vaerdipapircentralen, Aktiebogsafdelningen, Helgeshoj Alle 61, P.O. Box 20 DK-2630 Taastrup, Denmark, by telephone +45-4358 8866, or by telefax The European term for a fax machine. +45-4358 8867. On Tuesday, October 17, 2006, Vaerdipapircentralen 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 Company's 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 The right or permission to use a system resource; the process of granting access. See access control. of the Board of Directors to decide on an increase in the Company's share capital through the issue of new shares. The Board proposes that the Extraordinary General Meeting authorize To empower another with the legal right to perform an action. The Constitution authorizes Congress to regulate interstate commerce. authorize v. to officially empower someone to act. (See: authority) the Board to decide on an increase in the Company's share capital by a maximum amount of SEK SEK In currencies, this is the abbreviation for the Swedish Krona. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 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 This is a list of Swedish companies: Companies
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 Company's need to strengthen its balance sheet, liquidity and overall position. The equity/assets ratio is satisfactory, considering the fact that the Company's and the Group's 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 Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. (after taking tax effects into account) includes unrealized gains Unrealized Gain A profit that results from holding on to an asset rather than cashing it in and using the funds. Notes: Let's say you own a stock that has doubled, but you haven't sold it yet. This is said to be an unrealized gain. 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 hin·der 1 v. hin·dered, hin·der·ing, hin·ders v.tr. 1. To be or get in the way of. 2. To obstruct or delay the progress of. v.intr. 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 ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. 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, Tullvaktsvagen 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 Company's 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 Valhallavagen, outside Faltoversten, bus stop "Vartavagen," which is very close to the Karlaplan subway subway: see rapid transit. subway Underground railway system used to transport passengers within urban and suburban areas. The first subway line, 3. station. The bus service will commence at 3:50 p.m. and will thereafter operate on a shuttle shuttle: see loom. shuttle In the weaving of cloth, a spindle-shaped device used to carry the crosswise threads (weft) through the lengthwise threads (warp). Not all modern looms use a shuttle; shuttleless looms draw the weft from a nonmoving supply. 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 This information was brought to you by Waymaker http://www.waymaker.net |
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