Creation of a strong integrated nordic and baltic securities market
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Creation of a strong integrated Nordic and Baltic securities market. November 15, 2004. Welcome and introductionHans-Ole Jochumsen President & CEO, CSE The OMX perspectiveMagnus Böcker President & CEO, OMX The CSE perspectiveHans Ejvind Hansen

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Creation of a strong integrated nordic and baltic securities market

Creation of a strong integrated Nordic and Baltic securities market

November 15, 2004


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 Jochumsenand timingPresident & CEO, CSE

Q & A’s

Today’s agenda


The omx perspective

The OMX perspective

Magnus Böcker

President and CEO, OMX


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

OMX in brief


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

Merger rationale


Creation of a strong integrated nordic and baltic securities market

European stock exchangesValue of cash equity trading, Jan-Oct 2004, EURbn

Oslo Börs

OMX Exchangesincl. CSE

SWX

Borsa Italiana

Spanish Exchanges

Deutsche Börse

Euronext

London SE

Source: FESE


Creation of a strong integrated nordic and baltic securities market

European derivatives exchangesEquity derivatives trading volume, Jan-Oct 2004

otob market.at (Austria)

WSE (Poland)

Oslo Börs

ADEX (Greece)

Borsa Italiana

Spanish Exchanges

OMX Exchanges*incl. CSE

Euronext

Eurex*

Million contracts

*Finnish options traded at Eurex are included in the statistics of OMX Exchanges


Creation of a strong integrated nordic and baltic securities market

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

A higher degree of infrastructural integration and transaction efficiency will be required


Increased efficiency higher liquidity

Increased efficiency = higher liquidity

End user costs

Indexed

60

50

40

30

20

10

0

25

50

75

100

125

150

Turnover velocity

Percent

Source: FIBV, Elkins McSherry, McKinsey


Creation of a strong integrated nordic and baltic securities market

OMX Exchanges – Market integration process

A single market

Customer

benefits

One access point

One order book

One rulebook

One settlement system

One clearing system

One trading platform


The cse perspective

The CSE perspective

Hans Ejvind Hansen

Chairman of CSE’s Board of Directors


The cse perspective1

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

The CSE perspective


Potential higher turnover in shares

Potential higher turnover in shares

Potential?


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

A strategic decision


Transaction structure and future governance

Transaction structure and future governance

Jukka Ruuska

President, OMX Exchanges


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:

Cash

Newly issued shares in OMX

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)

Transaction terms and structure


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

Transaction conditions


Creation of a strong integrated nordic and baltic securities market

Governance


Exchanges within omx

Exchanges within OMX

Advisory Committee


Advisory committee

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.

Advisory Committee


Omx board of directors

OMX Board of Directors


Cse s proposal for danish representation

CSE’s proposal for Danish representation


Creation of a strong integrated nordic and baltic securities market

Ownership structure, OMX (October)


Creation of a strong integrated nordic and baltic securities market

Ownership structure, CSE (October)


Advantages to the danish market place

Advantages to the Danish marketplace

Hans-Ole Jochumsen

President and CEO, CSE


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

Improved long-term competitiveness


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

Danish interests safeguarded


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

A Danish stock exchange with significantadvantages


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

New opportunities in an integrated Nordic marketplace


Preliminary timetable

Preliminary timetable


Preliminary timetable1

Signing of Combination Agreement December

Prospectus made publicDecember

Acceptance periodQ1, 2005

OMX Extraordinary General MeetingQ1, 2005

Completion Q1, 2005

Announcement of new organizationQ1, 2005

Preliminary timetable


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