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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. Welcome and introduction Hans-Ole Jochumsen President & CEO, CSE The OMX perspective Magnus Böcker President & CEO, OMX The CSE perspective Hans Ejvind Hansen

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Creation of a strong integrated Nordic and Baltic securities market

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

  2. Welcome and introduction Hans-Ole Jochumsen President & CEO, CSE The OMX perspective Magnus Böcker President & CEO, OMX The CSE perspective Hans Ejvind Hansen Chairman of Board of Directors, CSE Transaction overview and Jukka Ruuska future governance President OMX Exchanges Danish marketplace perspectives Hans-Ole Jochumsenand timing President & CEO, CSE Q & A’s Today’s agenda

  3. The OMX perspective Magnus Böcker President and CEO, OMX

  4. 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

  5. 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

  6. 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

  7. 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

  8. 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

  9. 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

  10. 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

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

  12. 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

  13. Potential higher turnover in shares Potential?

  14. 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

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

  16. 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

  17. 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

  18. Governance

  19. Exchanges within OMX 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. Advisory Committee

  21. OMX Board of Directors

  22. CSE’s proposal for Danish representation

  23. Ownership structure, OMX (October)

  24. Ownership structure, CSE (October)

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

  26. 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

  27. “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

  28. 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

  29. 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

  30. Preliminary timetable

  31. Signing of Combination Agreement December Prospectus made public December Acceptance period Q1, 2005 OMX Extraordinary General Meeting Q1, 2005 Completion Q1, 2005 Announcement of new organization Q1, 2005 Preliminary timetable

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