Revised takeover rules and listing requirements on NASDAQ OMX Stockholm

Revised takeover rules and listing requirements on NASDAQ OMX Stockholm 

Stockholm, August 28, 2009 — NASDAQ OMX Stockholm AB, part of the NASDAQ OMX Group (NASDAQ:NDAQ) reports that the NASDAQ OMX Nordic and NASDAQ OMX Stockholm Boards of Directors have approved implementation of revisions in its takeover rules and listing requirements. The revisions will be effective October 1st 2009.

Take-over rule revisions

According to Swedish law, an exchange is obliged to have rules on takeovers that fulfill the criteria set by the ‘European Directive on Takeover Bids’. The self-regulatory body NBK (The Swedish Industry and Commerce Stock Exchange Committee) has prepared a takeover rule proposal aligned with this directive. The NASDAQ OMX Stockholm policy is to implement proposals put forward by NBK. The final proposal on revised take-over rules was published by NBK in June 2009, following a consultation round in the spring. After review, the Boards of Directors of NASDAQ OMX Nordic and NASDAQ OMX Stockholm have decided to implement the proposal by NBK. The revised takeover rules include, among other things, stricter demands on “pre-announcements”, fairness opinions and withdrawal of bids, as well as new rules for price differences between A- and B-shares. The latter amendment would allow for a difference in the pricing between A- and B-shares only in very limited circumstances. The revised take-over rules will be effective October 1st, 2009 and can be found in its entirety on: www.nasdaqomx.com/listingcenter/nordicmarket/rulesandregulations/stockholm/.

Listing requirement revisions

NASDAQ OMX Stockholm AB is revising its listing requirements in order to align Swedish Corporate Governance practices with the rest of Europe. The European practice is that Corporate Governance rules for listed companies are found in the national Corporate Governance Code, and not in the listing requirements of the individual exchange. This is also the structure that NASDAQ OMX has in place for its marketplaces in Helsinki and Copenhagen. As the Swedish Corporate Governance Code previously did not apply to all listed companies, rules regarding Corporate Governance had to be regulated in the listing requirements for NASDAQ OMX Stockholm. Following a revision effective July 1st 2008, the Swedish Corporate Governance Code now applies to all companies listed on a regulated Swedish exchange. Hence, following consultation with the Swedish Corporate Governance Board, the Boards of Directors of NASDAQ OMX Nordic and NASDAQ OMX Stockholm have decided to remove sections (2.4.3 – 2.4.5) in its listing requirements relating to the demands on the set-up of the issuer’s Board of Directors, as this is now covered by the Swedish Corporate Governance Code. The revised issuer rules will be effective October 1st, 2009 and can be found in its entirety on: www.nasdaqomx.com/listingcenter/nordicmarket/rulesandregulations/stockholm/.