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Creation of a strong integrated Nordic and Baltic securities market November 15, 2004.

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Presentation on theme: "Creation of a strong integrated Nordic and Baltic securities market November 15, 2004."— Presentation transcript:

1 Creation of a strong integrated Nordic and Baltic securities market November 15, 2004

2 Today’s agenda Welcome and introductionHans-Ole Jochumsen President & CEO, CSE The OMX perspectiveMagnus Böcker President & CEO, OMX The CSE perspectiveHans Ejvind Hansen Chairman of Board of Directors, CSE Transaction overview andJukka Ruuska future governancePresident OMX Exchanges Danish marketplace perspectivesHans-Ole Jochumsen and timingPresident & CEO, CSE Q & A’s

3 The OMX perspective Magnus Böcker President and CEO, OMX

4 OMX in brief Operations in 13 countries, 1 460 employees Exchange operations in Sweden, Finland, Estonia, Latvia and Lithuania –500 listed companies –124 members More than 100 global technology customers Revenue Jan-Sept 2004 SEK 2,319 m Operating income Jan-Sept 2004 SEK 541 m Listed on the exchanges in Stockholm and Helsinki

5 Merger rationale To create values and benefits for customers and shareholders Natural step in OMX’s strategy of an integrated Nordic Baltic securities market Enhance strategic position

6 Oslo Börs OMX Exchanges incl. CSE SWX Borsa Italiana Spanish Exchanges Deutsche Börse Euronext London SE European stock exchanges Value of cash equity trading, Jan-Oct 2004, EURbn Source: FESE

7 otob market.at (Austria) WSE (Poland) Oslo Börs ADEX (Greece) Borsa Italiana Spanish Exchanges Eurex * Euronext OMX Exchanges* incl. CSE European derivatives exchanges Equity derivatives trading volume, Jan-Oct 2004 *Finnish options traded at Eurex are included in the statistics of OMX Exchanges Million contracts

8 A higher degree of infrastructural integration and transaction efficiency will be required Market trends Structural growth in trading equities and derivatives Consolidation and implementation of Nordic strategies among market participants Increased demand for on-exchange trading and central clearing services Increased competition among exchanges

9 End user costs Indexed Turnover velocity Percent Increased efficiency = higher liquidity 0255075100125150 10 20 30 40 50 60 Source: FIBV, Elkins McSherry, McKinsey

10 One trading platform One access point One order book One rulebook One settlement system One clearing system A single market Customer benefits OMX Exchanges – Market integration process

11 The CSE perspective Hans Ejvind Hansen Chairman of CSE’s Board of Directors

12 The CSE perspective Natural next step in CSE’s strategy The NOREX Alliance - a strong solution for CSE Major improvements of Danish marketplace for the past 7 years For a further development of the Danish securities market a new approach and governance structure is necessary

13 Potential higher turnover in shares Potential?

14 A strategic decision The timing is right –The European exchange landscape is transforming and getting more competitive –The OM-HEX merger has been successfully completed –The advantages of the alliance model have been harvested The conditions are right –New initiatives will benefit from consolidation of management resources –Danish interests and marketplace advantages are safeguarded –The price is attractive

15 Transaction structure and future governance Jukka Ruuska President, OMX Exchanges

16 Transaction terms and structure Total value of CSE DKK 1,220 m including net cash of DKK 258 m Existing CSE shareholders may choose between: 1.Cash 2.Newly issued shares in OMX 3.A combination thereof However, the proportion of new shares will correspond to a max value of DKK 500 m If maximum no of shares are issued, CSE shareholders will own 5.8% of OMX (OMX share price of SEK 85)

17 Transaction conditions Due diligence Minimum 90% acceptance from CSE’s shareholders (with possibilities to complete the transaction at lower level) OMX EGM approval Necessary regulatory approval

18 Governance

19 Exchanges within OMX OMX AB OMX Exchanges Copenhagen Stock Exchange Stockholm Stock Exchange Helsinki Stock Exchange Baltic Exchanges OMX Technology Advisory Committee

20 To secure continued input from the Danish market participants an Advisory Committee will be established The Advisory Committee shall consists of representatives of members and issuers (50% issuers, 50% members and 1 independent chairman) The Advisory Committee must be consulted about material changes to regulatory issues for which CSE is responsible. Material changes to disclosure requirements for issuers cannot be introduced if a majority oppose.

21 OMX Board of Directors 1 Danish representative OMX Exchanges Board of Directors 3 Danish representatives

22 CSE’s proposal for Danish representation OMX Board of Directors Danish representatives Henrik Normann, Danske Bank (to be proposed to Nomination Committee) OMX Exchanges Board of Directors Danish representatives Christian Clausen, Nordea Peter Engberg, Nykredit Hans Munk Nielsen, TDC

23 Major shareholdersNumber of shares Share capital & votes, % Investor AB12 950 50711.2 Robur funds9 333 2228.1 Swedish state7 993 4666.9 Nordea bank6 595 0785.7 FöreningsSparbanken4 151 3123.6 AMF Pension4 010 0003.5 Nordea Fonder3 477 3353.0 Didner & Gerge Funds3 450 0003.0 Other Swedish owners46 642 73240.4 Other non-Swedish owners16 943 36314.7 Total number of shares115 547 015100 Ownership structure, OMX (October)

24 Major shareholdersNumber of shares% Danske Bank55 75113.9 Nordea45 60211.4 Nykredit44 91111.2 Alfred Berg / ABN AMRO27 4176.9 A.P. Møller Mærsk25 7046.4 Sydbank22 1815.5 Other shareholders178 43444.6 Total number of shares400 000100 Ownership structure, CSE (October)

25 Advantages to the Danish marketplace Hans-Ole Jochumsen President and CEO, CSE

26 Improved long-term competitiveness Operations synergies - use of best practice New products and services opportunities –Equities –Derivatives –Fixed-income –IR More efficient decision making Potential in developing a fully integrated market

27 Danish interests safeguarded “Business as usual” – Danish regulation, supervision and disclosure requirements maintained Danish self-regulation and Advisory Committee Danish representatives on OMX and OMX Exchanges board of directors

28 A Danish stock exchange with significant advantages Continued local appeal to local investors Danish segments are maintained (KFX, MidCap+, SmallCap+ etc) Danish organisation to serve the Danish customers

29 New opportunities in an integrated Nordic marketplace Danish securities market becomes part of international liquidity pool – larger home market Transparent Nordic market with easy access – more members Nordic benchmark indices Nordic product development Increased liquidity and trade

30 Preliminary timetable

31 Signing of Combination Agreement December Prospectus made publicDecember Acceptance periodQ1, 2005 OMX Extraordinary General MeetingQ1, 2005 Completion Q1, 2005 Announcement of new organizationQ1, 2005


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